Mar 31, 2023
The Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended 31st March, 2023.
1. Financial Performance of the Company
(Rs. in Lacs) |
||||
Particulars |
Standalone |
Consolidated |
||
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
|
Total Income |
4455.54 |
12775.97 |
6787.44 |
16539.78 |
Total Expenses |
1820.90 |
1716.09 |
3558.44 |
4743.19 |
Profit before share of profit in Associates |
- |
- |
3229.00 |
11796.59 |
Share of Profit of Associates(net) |
- |
- |
1393.67 |
2095.30 |
Profit Before Exceptional Items & tax |
2634.64 |
11059.88 |
4622.67 |
13891.89 |
Exceptional Items |
- |
- |
- |
9.53 |
Profit Before Tax |
2634.64 |
11059.88 |
4622.67 |
13901.42 |
Tax Expenses |
286.00 |
2261.41 |
769.39 |
2088.63 |
Profit for the year |
2348.64 |
8798.47 |
3853.28 |
11812.79 |
Other Comprehensive Income |
1710.22 |
2364.91 |
(127.76) |
10392.75 |
Total Comprehensive Income |
4058.86 |
11163.38 |
3725.52 |
22205.54 |
Appropriations: |
||||
Profit for the year |
2348.64 |
8798.47 |
3853.28 |
11812.79 |
Balance brought forward |
61829.27 |
54307.84 |
80272.65 |
70481.96 |
Amount Available for Appropriations |
64177.91 |
63106.31 |
84125.93 |
82294.75 |
Dividend Paid |
(409.26) |
(409.26) |
(404.72) |
(404.72) |
Transfer to Statutory Reserve |
(469.73) |
(1759.69) |
(490.90) |
(1751.22) |
Impairment Reserve |
(6.04) |
16.67 |
(18.55) |
16.67 |
Minority Interest |
- |
- |
29.46 |
19.74 |
Re-measurement of defined benefit plans (net) |
- |
- |
- |
- |
Transfer to Retained Earning |
258.39 |
875.24 |
- |
- |
Adjustment for De-recognition of Assets |
- |
- |
- |
(377.76) |
Adjustment for De-recognition of Subsidiary |
- |
- |
- |
475.18 |
Balance carried forward |
63551.28 |
61829.27 |
83241.22 |
80272.65 |
Revenue from the consolidated operations of the Company for the year ended 31st March, 2023, was Rs. 6728.49 Lacs. It is 57.52 per cent lower than the previous yearâs revenue of Rs.15842.25 Lacs. Overall operational expenses for the year was Rs.3558.44 Lacs. It is 24.97 per cent lower than of previous yearâs expenses of Rs. 4743.19 Lacs. Profit for the year 2022-23 was Rs. 3853.28 Lacs. It is 67.38 per cent higher than of previous yearâs profit of Rs. 11812.79 Lacs.
Revenue from the standalone operations of the Company for the year was Rs.4455.54 Lacs. It is 65.12 percent lower than the previous yearâs revenue of Rs. 12774.74 Lacs. Overall operational expenses for the year was Rs.1820.90 Lacs. It is 6.10 per cent higher than of previous yearâs expenses of Rs.1716.09. Profit after tax for the year 2022-23 stood at Rs. 2348.64 Lacs. It is 73.31 per cent lower than of previous yearâs profit of Rs.8798.47 Lacs.
The Capital to Risk Assets Ratio (CRAR) of your Company stood at 74.36 per cent as on March 31,2023, 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 74.19 per cent and Tier II CRAR was 0.17 per cent
c) Basis of preparations of financial statements
These standalone financial statements have been prepared in accordance with Indian Accounting Standards notified under section 133 of the Companies Act 2013, read together with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time (âInd ASâ) along with other relevant provisions of the Act; the Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 (âthe NBFC Master Directionsâ) issued by RBI (as amended) and the regulatory guidance on implementation of Ind AS as notified by the RBI vide notification dated 13 March 2020.
The Guidance Note on Division III - Schedule III to the Companies Act. 2013 issued by the Institute of Chartered Accountants of India (ââICAIââ) has been followed insofar as they are not inconsistent with any of these Directionsâ
These standalone financial statements have been prepared and presented under the historical cost convention, on the accrual basis of accounting except for certain financial assets and financial liabilities that are measured at fair values at the end of each reporting period, as stated in the accounting policies set out below. The accounting policies have been applied consistently over all the periods presented in these standalone financial statements.
2. BRIEF DESCRIPTION OF THE COMPANYâS AFFAIRS
Your Company is a Non-Banking Financial Company - Systemically Important Non-Deposit taking 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, Venture Capital Funds etc.
The Board of Directors of the Company recommend a Dividend of Rs.1.00 per equity share aggregating to Rs. 272.84 Lacs (approx.) to the Equity shareholders of the Company for the Financial Year 2022-23.
Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders w.e.f. April 1,2020. Accordingly, in compliance with the said provisions, the Company shall make the payment of dividend after necessary deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.
The Board in its meeting held on 17th May, 2023, proposed to carry an amount of Rs.469.73 Lacs to Statutory 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.
During the year under review, the Authorized Share Capital of the Company stands at Rs. 51,00,00,000/- (Rupees Fifty One Crores Only) divided into 5,10,00,000 (Five Crores Ten Lacs) Equity Shares of Rs. 10/- each and Issued, Subscribed and Paid-up Share Capital of the Company stands at Rs. 27,28,42,110/- (Rupees Twenty Seven Crores Twenty Eight Lacs Forty Two Thousand One Hundred Ten Only) divided into 2,72,84,211 (Two Crores Seventy Two Lacs Eighty Four Thousand Two Hundred Eleven) Equity Shares of Rs. 10/- each.
During the year under review, your Company has neither issued and allotted any fresh equity shares nor has granted sweat equity for the year ended 31st March, 2023.
None of the Directors of the Company hold instruments convertible into equity shares of the Company.
6. KIRAN VYAPAR LIMITED- SHARE INCENTIVE PLAN 2018 [âKVL SIP 2018â]
Members of the Company at their Extra-ordinary General Meeting (EGM) held on 30th March, 2018, have approved the Kiran Vyapar Limited -Share Incentive Plan 2018 [âKVL SIP 2018â] in compliance of the Securities and Exchange Board of India (Share Based and Employee Benefits) Regulations, 2014.
Under the KVL SIP 2018, two types of stock incentives will be awarded to the employees of the Company (and/ or of its subsidiary/holding company) as selected by the Nomination and Remuneration Committee of the Company (âNRCâ) (âEligible Employeesâ) being:
(a) An employee stock option scheme (âESOSâ) wherein an option will entitle an Eligible Employee to subscribe to the Equity Shares at a predetermined price (âExercise Priceâ) upon fulfilment of vesting conditions; and
(b) An employee share purchase scheme (âESPSâ) wherein an Eligible Employee to whom an offer is made may subscribe to the Equity Shares at a predetermined price (âSubscription Priceâ). The Equity Shares issued under ESPS will be subject to lock-in.
Further, the maximum number of Equity Shares that may be issued in aggregate either by way of grant of options under ESOS or by way of an offer to subscribe to the Equity Shares under the KVL SIP 2018 shall be within an overall limit of 10% of the total issued, subscribed and paid-up equity share capital of KVL (which is 25,92,000 (Twenty-five lac ninety-two thousand) Equity Shares) as on the date of the notice of the EGM (âOverall Limitâ). Any award of stock incentive under KVL SIP 2018 which may be either by way of grant of options under ESOS or offer to subscribe to the Equity Shares to the Eligible Employees which shall be determined by the NRC as per the terms of the KVL SIP 2018 (i) on a case to case basis in accordance with the terms of KVL SIP 2018; and (ii) shall be within the Overall Limit.
The Nomination and Remuneration Committee of the Company at their meeting held on 28th March, 2019 has considered and approved to make an offer to identified employee(s), subscribe to 13,64,211 (Thirteen Lacs Sixty Four Thousand Two Hundred Eleven) Equity Shares bearing face value of Rs. 10 each under the Employee Share Purchase Scheme of KVL SIP 2018; pursuant to tranche-I implementation of KVL SIP 2018.
Further, the Board of Directors of the Company at their meeting held on 29th March, 2019 has considered and approved allotment of 13,64,211 (Thirteen Lacs Sixty Four Thousand Two Hundred Eleven) Equity Shares bearing face value of Rs.10 each to employee(s) who have accepted the offer to subscribe to the Equity Shares made under the Employee Share Purchase Scheme of KVL SIP 2018; pursuant to tranche-I implementation of KVL SIP 2018 by the Company.
During the Year under review, no allotment were made under the Employee Share Purchase Scheme of KVL SIP 2018, therefore no disclosures are required to be made with respect to Employee Share Purchase Scheme (ESPS) of Kiran Vyapar Limited - Share Incentive Plan 2018 of the Company (âKVL SIP 2018â) pursuant to Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in this Report.
The Company has not implemented Employee Stock Option Scheme (ESOS) under Kiran Vyapar Limited - Share Incentive Plan 2018 till date and therefore there are no disclosures are required to be made pursuant to Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in relation to ESOS in this Report.
Your Company is an NBFC âNon-Deposit Taking Systemically Important Companyâ registered with Reserve Bank of India. During the year under review, your Company has not accepted any deposits from the public within the meaning under the provisions of the Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and Chapter V of the Companies Act, 2013.
8. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there were no changes in the nature of the business of the Company.
9. 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, 2023 and at the date of this report.
10. 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 companyâs operations in future.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2023 is available on the website of the Company at the link https://www.lnbgroup.com/kiran/investors.php
The final Annual Return shall be uploaded at the same weblink after the same is filed with the Registrar of Companies/ Ministry of Corporate Affairs (MCA).
12. 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 and outgo made by the Company.
13. DIRECTORS AND KEY MANAGERIAL PERSONNELa) Details of Directors retiring by rotation
In accordance with 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. Lakshmi Niwas 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 and Secretarial Standard-2. The Board of Directors of your Company recommends the re-appointment of Mr. Lakshmi Niwas Bangur at the ensuing Annual General Meeting.
In terms of the Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Lakshmi Niwas Bangur (DIN : 00012617), a non-executive director of the Company will be attaining the age of 75 years in August 2024.
Based on the recommendation of the Nomination and Remuneration Committee and taking in account Mr. Lakshmi Niwas Bangur seniority, expertise and vast experience, which has immensely benefited the Company, the Board of Directors considered and approved the continuation of Mr. Lakshmi Niwas Bangur as a Nonexecutive Director of the Company, liable to retire by rotation after attaining the age of 75 years in 2024 subject to approval of shareholders at the ensuing Annual General Meeting by way of Special Resolution.
b) Appointment/ Re-appointment of Directors(i) Mr. Bhavik Harshad Narsana (DIN : 10041603)
The Board of Directors has appointed Mr. Bhavik Harshad Narsana (DIN : 10041603) as an Additional Director (Category- Independent , Non-Executive) of the Company for a period of 5 years w.e.f. 17th May, 2023 subject to the approval of the shareholders of the Company.
Mr. Bhavik Harshad Narsana is not disqualified from being appointed as a Director as specified in terms of section 164 of the Companies Act, 2013.
Pursuant to Regulation 17 (1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at next general meeting or within a time period of three months from the date of appointment, whichever is earlier.
The Board of Directors had approved the Notice of Postal Ballot at its Board Meeting held on 17th May, 2023 for the aforesaid approval of appointment of Mr. Bhavik Harshad Narsana from Shareholders of the Company by way of Special Resolution.
(ii) Mr. Amit Mehta [DIN: 01197047)
The Board of Directors has appointed Mr. Amit Mehta [DIN: 01197047) as an Additional Director (Category- Professional, Non-Executive) pursuant to Section 161 of the Companies Act, 2013, by the Board of Directors of the Company with effect from 17th May, 2023 subject to the approval of the shareholders of the Company.
Mr. Amit Mehta [DIN: 01197047) is not disqualified from being appointed as a Director as specified in terms of section 164 of the Companies Act, 2013.
Pursuant to Regulation 17 (1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at next general meeting or within a time period of three months from the date of appointment, whichever is earlier.
The Board of Directors had approved the Notice of Postal Ballot at its Board Meeting held on 17th May, 2023 for the aforesaid approval of appointment of Mr. Amit Mehta from Shareholders of the Company by way of Ordinary Resolution.
c) Appointment/Resignation of Key Managerial Personnel
During the year under review, no Key Managerial Personnel was appointed or has resigned during the financial year 2022-2023.
Your Company being an NBFC âNon-Deposit Taking Systemically Important Companyâ registered with Reserve Bank of India has put in place a policy with the approval of the Board of Directors for ascertaining the fit and proper criteria of the directors at the time of appointment, and on a continuing basis. The Company had duly obtained a declaration and undertaking and a Deed of Covenant from the directors.
14. 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.
i. Mr. Amitav Kothari
ii. Mr. Bhaskar Banerjee
iii. Mr. Rajiv Kapasi
iv. Mr. Bhavik Harshad Narsana (w.e.f 17th May, 2023)
During the financial year 2022-23, all Independent Directors of the Company have registered themselves with the Independent Directors Databank.
In the opinion of the Board, all the Independent Directors fulfils the conditions specified in the Act with regard to integrity, expertise, and experience (including the proficiency) of the Independent Director and are independent of the management.
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 on 4th February, 2023 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) were evaluated and found to be satisfactory.
During the year under review, the Independent Directors of your Company reviewed the performance of NonIndependent 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.
The Company is required to conduct the Familiarization Programme 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 the Familiarization Programme has been given in the Corporate Governance Report annexed to this Report and also posted on the website of the Company at its web-link https://www.lnbgroup.com/kiran/investors.php
17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Companyâs business policy and strategy apart from other broad business. However, in case of a special and urgent business need, the Boardâs 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. 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 Board met 5 (Five) times during the financial year 2022-23. 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.
During the financial year ended March 31,2023 the Company has ten committees as mentioned below:
a. Audit Committee
b. Stakeholders Relationship Committee
c. Nomination and Remuneration Committee
d. Corporate Social Responsibility Committee
e. Risk Management Committee
f. Loan and Investment Committee
g. Asset Liability Management Committee
h. Grievance Redressal Committee
i. IT Strategy Committee
j. IT Steering 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.
The Companyâs Equity shares are continued to be listed on BSE Limited (Bombay Stock Exchange). The Company has paid the Annual Listing Fees to the Stock Exchange for FY 2023-24.
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.
21. 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.
22. 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 hereto and forms part of this report as Annexure - âAâ and also posted on the website of the Company at its weblink http:/ / www.lnbgroup.com/kiran/policies.php
23. 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 âBâ to this Report. The Corporate Social Responsibility Policy has been posted on the website of the Company at its weblink https://www.lnbgroup.com/kiran/investors.php.
The Company, along with other Group Companies, has set up a Registered Public Charitable Trust named as LNB Group Foundation to carry out CSR activities fall within the purview of Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014.
24. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIESa. 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 |
Uttaray Greenpark Private Ltd. |
Subsidiary |
5 |
Sishiray Greenview Private Ltd. |
Subsidiary |
6 |
Samay Industries Ltd. |
Subsidiary |
7 |
Shree Krishna Agency Ltd. |
Subsidiary |
8 |
Amritpay Greenfield Private Ltd |
Step down subsidiary |
9 |
Divyay Greeneries Private Ltd |
Step down subsidiary |
10 |
Sarvay Greenhub Private Ltd. |
Step down subsidiary |
11 |
Basbey Greenview Private Ltd |
Step down subsidiary |
12 |
Sukhday Greenview Private Ltd. |
Step down subsidiary |
13 |
IOTA Mtech Power LLP |
Step down subsidiary |
During the year under review there were no change in the subsidiaries and associates of the Company during the Financial Year 2022-2023.
Policy for determining âMaterialâ 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 https://www.lnbgroup.com/kiran/investors.php. More details are given in the Corporate Governance Report annexed hereto.
Sl. No. |
Name of the Company |
1 |
Placid Ltd. |
2 |
The Kishore Trading Co Limited |
3 |
LNB Renewable Energy Ltd. |
The statement in Form AOC-1 containing the salient features of the aforesaid subsidiaries and associates has been separately annexed hereto, in terms of the first proviso to the Section 129(3) of the Companies Act, 2013, including any subsequent amendment thereto (the âActâ) read with Rule 5 of the Companies (Accounts) Rules, 2014. Further, the contribution of these subsidiaries to the overall performance of the Company is provided under the Notes to the Consolidated Financial Statements.
In accordance with third proviso of Section 136(1) of the Companies Act, 2013 and 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 and financial statement of each of the subsidiaries of the Company 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 may write to the Company Secretary at the Companyâs registered office. The same is also available on the website of the Company www.lnbgroup.com/kiran.
During the year under review, the Company had no joint ventures.
25. CONSOLIDATED FINANCIAL STATEMENTS
These consolidated financial statements has been prepared in accordance with Indian Accounting Standards notified under section 133 of the Companies Act 2013 (âThe Actâ), read together with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time (âInd ASâ) along with other relevant provisions of the Act; the Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 (âthe NBFC Master Directionsâ) issued by RBI and the regulatory guidance on implementation of Ind AS notified by the RBI vide notification dated 13 March 2020.
The Guidance Note on Division III - Schedule III issued by the Institute of Chartered Accountants of India (ââICAIââ) has been followed insofar as they are not inconsistent with any of these Directions.
These consolidated financial statements have been prepared and presented under the historical cost convention, on the accrual basis of accounting except for certain financial assets and financial liabilities that are measured at fair values at the end of each reporting period, as stated in the accounting policies. The accounting policies have been applied consistently over all the periods presented in these consolidated financial statements.
26. 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, 2015 to report concerns about unethical behavior, wrongful conduct and violation of Companyâs 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 link https://www.lnbgroup.com/kiran/policies.php.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of your Company, including elements of risk which in the opinion of the Board may threaten the existence of the 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 companyâs 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 by Risk management Committee and the same is even referred to the Audit Committee and the Board of Directors of the Company, if required.
The composition and other details of the Risk Management Committee forms part of the Corporate Governance Report as annexed hereto.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE DURING THE FINANCIAL YEAR
The loan given, guarantee given and investment made by the Company during the financial year ended March 31, 2023 are within the limits prescribed under Section 186 of the Act. Particulars of the Loans/guarantee/ advances and Investments outstanding during the financial year are fully disclosed in the Note no. 30 attached to the annual accounts which are attached with this report.
29. RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions entered into by the Company which may have potential conflict with the interest of the Company. 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 armâs length basis and are reviewed by the Audit Committee of the Board.
Further, suitable disclosure as required by the Accounting Standards has been made in the Notes to the Financial Statements.
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.
The Policy on Related Party Transaction as approved by the Board has been posted on the website of the Company at its web link https://www.lnbgroup.com/kiran/investors.php.
Further, as required by Schedule V of SEBI (LODR) Regulations, 2015, disclosures of transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company in the format prescribed in the relevant Accounting Standards, has been made in the relevant Notes to the Financial Statements.
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 âAnnexure Câ 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.
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 2022-2023. The Secretarial Audit Report for the Financial Year 2022-2023 is annexed hereto and forms part of this report as âAnnexure Dâ which is self-explanatory. The said Report does not contain any qualification, reservation or adverse remark.
Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, the Secretarial Audit Reports of Material Subsidiaries of the Company are annexed which forms part of this Report and are uploaded on the website of the Company i.e. https://www.lnbgroup.com/kiran/investors.php.
M/s B. Chhawchharia & Co, Chartered Accountants, (Firm Registration Number: 305123E) have been appointed as the Statutory Auditors of the Company for a period of 2 (two) years from the conclusion of the 26th Annual General Meeting till the conclusion of the 28th Annual General Meeting.
The Board of Directors at its meeting held on 17th May, 2023 has appointed M/s. Lakhotia & Co., Chartered Accountant, Kolkata as Internal Auditor of the Company for the financial year 2023-24. Further, the Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.
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.
35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Managementâs 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 Master Direction -Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 forms part of the Annual Report.
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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and RBI Circular No. RBI/2022-23/26 DOR.ACC.REC. No. 20/21.04.018/2022-23, dated - April 19, 2022 forms part of the Annual Report.
The Certificate from M/s Vinod Kothari & Company, Practicing Company Secretaries confirming compliance with the Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.
37. PREVENTION OF INSIDER TRADING
The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is also available on the website of the Company viz., http://www.lnbgroup.com/kiran/investors.php
38. MANAGING DIRECTOR & CFO CERTIFICATION
Certificate from Mr. Shreeyash Bangur, Managing Director and Mr. Laxmi Narayan Mandhana, 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.
39. ANNUAL SECRETARIAL AUDIT UNDER LISTING REGULATIONS
In line with the SEBI Circular dated February 08, 2019, an Annual Secretarial Compliance Report confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by appointed secretarial auditor M/s Vinod Kothari & Company, Practicing Company Secretaries and was filed with the Stock Exchange.
Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, The Secretarial Audit Report of Material Subsidiaries of the Company forms part of this Report and are uploaded on the website of the Company i.e. https://www.lnbgroup.com/kiran/investors.php.
40. DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of the provisions on the Directorsâ Responsibility Statement referred in Section 134(3)(c) and 134 (5) of the Companies Act, 2013, your Directorâs 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.
41. 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 organizationâs 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-
a. Systems have been laid to ensure that all transactions are executed in accordance with managementâs general and specific authorization. There are well laid manuals for such general or specific authorization.
b. 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.
c. Access to assets is permitted only in accordance with managementâs 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.
d. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.
e. Proper Systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companyâs policies.
Based on the above, your Board is of the view that adequate internal financial controls exist in the Company.
The Company complies with all the applicable Secretarial Standard.
43. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place policy on Prevention of Sexual Harassment of Women at workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Committee has not received any compliant from any employee during the financial year 2022-23.
There have been no frauds reported by the auditors of the Company under sub-section (12) of section 143 of the Companies Act, 2013 (amended form time to time) to Central Government.
45. RBI GUIDELINES - COMPLIANCE
The 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. The Company appends a Statement containing particulars as required in terms of Paragraph 18 of Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 alongwith the Statement of Balance Sheet disclosures for NBFCâs with Assets Size of Rs. 500 crores as required in terms of Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016.
The Company has been identified as NBFC-Middle Layer category under Scale Based Regulation (SBR), a Revised Regulatory Framework for NBFCs as per the list issued by RBI Kolkata as on 31st March 2023, pursuant to RBI Circular No. RBI/2021-22/112 DOR.CRE.REC. No. 60/03.10.2021/2021-22, dated October 22, 2021.
46. TRANSFER OF SHARES AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,92,655/- for the financial year 2014-15 to IEPF Authority during the financial year 2022-23. Further no Shares were liable to get transferred to IEPF Authority as per the requirement of the IEPF rules.
The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website www. iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form IEPF-5. No claims shall lie against the Company in respect of the dividend / shares so transferred.
47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.
During the year under review, there were no applications has been made and no proceeding is pending under Insolvency and Bankruptcy Code, 2016.
48. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the year under review, there were no one-time settlement with the Banks or Financial Institutions ,therefore there is no instance of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan.
49. MAINTENANCE OF COST RECORDS
The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost records are not applicable on the Company.
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 Institution(s) and all other establishments connected with the business of the Company.
Mar 31, 2018
TO THE MEMBERS
The Directors have pleasure in presenting their 22nd Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended 31st March, 2018.
1. Financial Performance of the Company
(Rs. in Lacs)
Particulars |
Consolidated |
Standalone |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Total Income |
14,038.98 |
12,062.25 |
3,978.82 |
2,478.33 |
Total Expenses |
6,901.48 |
6,725.28 |
1,400.99 |
1,486.02 |
Profit Before Tax |
7,137.50 |
5,336.97 |
2,577.83 |
992.31 |
Tax Expenses |
687.37 |
618.66 |
429.65 |
185.06 |
Net Profit for the year |
6,450.13 |
4,718.31 |
2,148.18 |
807.25 |
Minority Interest |
406.78 |
380.43 |
- |
- |
Share of Profit/(Loss) from Associates |
1,193.12 |
429.23 |
- |
- |
Net Profit after tax, minority interest and share of profit/(loss) of associates |
7,236.47 |
4,767.11 |
2,148.18 |
807.25 |
Balance brought forward |
58,104.85 |
53,499.19 |
44,243.60 |
43,597.80 |
Amount Available for Appropriations |
65,341.32 |
58,266.30 |
46,391.78 |
44,405.05 |
Dividend Paid |
648.00 |
- |
648.00 |
- |
Tax on Dividend |
131.92 |
- |
131.92 |
- |
Transfer to Statutory Reserve |
429.63 |
161.45 |
429.63 |
161.45 |
Balance carried forward |
64,131.77 |
58,104.85 |
45,182.23 |
44,243.60 |
a) Consolidated operations
Revenue from the consolidated operations of the Company for the year ended 31st March, 2018, was Rs. 14038.98 Lacs. It is 16.39 per cent higher than Rs. 12062.25 Lacs in the previous year. Overall operational expenses for the year was Rs. 6901.48 Lacs against Rs. 6725.28 Lacs in the previous year. Profit after Tax for the year at Rs. 7236.47 Lacs was higher by 51.80 per cent over Rs. 4767.11 Lacs, in the previous year.
b) Standalone operations
Revenue from the standalone operations of the Company for the year was Rs. 3978.82 Lacs. It is 60.54 per cent higher than Rs. 2478.33 Lacs in the previous year. Overall operational expenses for the year was Rs. 1400.99 Lacs, against Rs.1486.02 Lacs in the previous year. Profit after tax for the year stood at Rs. 2148.18 Lacs higher by 166.11 per cent over Rs. 807.25 Lacs, in the previous year.
The Capital to Risk Assets Ratio (CRAR) of your Company stood at 77.50 per cent as on March 31, 2018, 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 77.28 per cent.
The financial statements are prepared under the historical cost convention in accordance with generally accepted accounting principles in India (âIndian GAAPâ) and comply in all material respects with the mandatory Accounting Standards (âASâ) prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ) read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended), and with the relevant provisions of the Act, pronouncements of the Institute of Chartered Accountants of India (âICAIâ) and guidelines issued by the RBI as applicable to non-banking financial company.
Your Company has complied with all the norms prescribed by the Reserve Bank of India (RBI) including the Fair practices, Anti Money Laundering and Know Your Customer (KYC) guidelines.
2. BRIEF DESCRIPTION OF THE COMPANYâS AFFAIRS
Your Company is a Non-Banking Financial Company - Systemically Important Non-Deposit taking 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.
3. 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 2017-18. The dividend shall be subject to tax on dividend to be paid by your Company. The Dividend Tax amounts to Rs.131.92 Lacs.
4. RESERVES
The Board at its meeting held on May 15, 2018, proposes to carry an amount of Rs.429.63 Lacs to Statutory 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.
5. SHARE CAPITAL
During the year under review, the Company has increased the Authorised Share Capital from Rs. 26,00,00,000/-(Rupees Twenty Six Crores only) to Rs. 51,00,00,000/- (Rupees Fifty One Crores Only) divided into 5,10,00,000 (Five Crores Ten Lacs) Equity Shares of Rs. 10/- each by introducing additional 2,50,00,000 (Two Crores Fifty Lacs) Equity Shares of Rs. 10/- each ranking pari-passu in all respect with the existing Equity Shares of the Company.
During the year under review, your Company has neither issued and allotted any fresh equity shares nor has granted sweat equity as on 31 st March, 2018. None of the Directors of the Company hold instruments convertible into equity shares of the Company.
6. KIRAN VYAPAR LIMITED- SHARE INCENTIVE PLAN 2018 [âKVL SIP 2018â]
Members of the Company at their Extra-ordinary General Meeting (EGM) held on 30th March, 2018, have approved the Kiran Vyapar Limited -Share Incentive Plan 2018 [âKVL SIP 2018â] in compliance of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
Under the KVL SIP 2018, two types of stock incentives will be awarded to the employees of the Company (and/ or of its subsidiary/holding company) as selected by the Nomination and Remuneration Committee of the Company (âNRCâ) (âEligible Employeesâ) being:
(a) An employee stock option scheme (âESOSâ) wherein an option will entitle an Eligible Employee to subscribe to the Equity Shares at a predetermined price (âExercise Priceâ) upon fulfilment of vesting conditions; and
(b) An employee stock purchase scheme (âESPSâ) wherein an Eligible Employee to whom an offer is made may subscribe to the Equity Shares at a predetermined price (âSubscription Priceâ). The Equity Shares issued under ESPS will be subject to lock-in.
Further, the maximum number of Equity Shares that may be issued in aggregate either by way of grant of options under ESOP or by way of an offer to subscribe to the Equity Shares under the KVL SIP 2018 shall be within an overall limit of 10% of the total issued, subscribed and paid-up equity share capital of KVL which is 25,92,000 (Twenty five lacs and ninety two thousand) Equity Shares as on the date of the notice of the EGM (âOverall Limitâ). Any award of stock incentive under KVL SIP 2018 which may be either by way of grant of options under ESOP or offer to subscribe to the Equity Shares to the Eligible Employees which shall be determined by the NRC as per the terms of the KVL SIP 2018 (i) on a case to case basis in accordance with the terms of KVL SIP 2018; and (ii) shall be within the Overall Limit.
In this connection and in terms of Regulation 12(3) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the Company on 9th May, 2018 has applied to BSE Limited for âInprinciple approvalâ for 25,92,000 Equity Shares under KVL SIP 2018. The In-principle approval is still awaited.
Since the Company has not awarded any incentive under the KVL SIP 2018 till date, the disclosure stipulated under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is not applicable to the company at this point of time.
However, the Company ensures that the details of the same, post issuance, shall be uploaded on the website of the Company at http://www.lnbgroup.com/kiran/investors.
7. DEPOSITS
Your Company is an NBFC âNon-Deposit Taking Systemically Important Companyâ 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.
8. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of the business of the Company.
9. 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, 2018 and at the date of report.
10. 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 companyâs operations in future.
11. EXTRACT OF THE ANNUAL RETURN
Extract of the Annual Return as on the financial year ended March 31, 2018 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 âAnnexure Aâ.
12. 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 foreign exchange outgo towards travelling expenses of Rs. 4,23,245/- made by the Company.
13. 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 Meeting and 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 and Secretarial Standard-2. 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
During the year under review, there is no change in the composition of Directors of the Company.
c) Appointment/Resignation of Key Managerial Personnel
During the year under review, Mr. Aakash Jain, Company Secretary & Compliance Officer of the Company has resigned with effect from April 25, 2017.
During the year under review, Mr. Pradip Kumar Ojha, has been appointed as the Company Secretary & Compliance Officer of the Company with effect from October 23, 2017.
14. 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.
i. Mr. Amitav Kothari
ii. Mr. Bhaskar Banerjee
iii. Mr. Rajiv Kapasi
15. 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 NonIndependent 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.
16. FAMILIARIZATION PROGRAMME
The Company is required to conduct the Familiarization Programme 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 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-link http://www.lnbgroup.com/kiran/investors.php
17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board meets at regular intervals to discuss and decide on Companyâs business policy and strategy apart from other broad business. However, in case of a special and urgent business need, the Boardâs 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 generally held in Kolkata. 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.
18. COMMITTEES OF THE BOARD
During the financial year ended March 31, 2018 the Company has eight committees as mentioned below:
a. Audit Committee
b. Stakeholders Relationship Committee
c. Nomination and Remuneration Committee
d. Corporate Social Responsibility Committee
e. Risk Management Committee
f. Loan and Investment Committee
g. Asset Liability Management Committee
h. Grievance Redressal 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.
19. 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.
20. 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.
21. 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 hereto and forms part of this report as âAnnexure Bâ and also posted on the website of the Company at its weblink http:// www.lnbgroup.com/kiran/policies.php
22. 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 âCâ to this Report. The Corporate Social Responsibility Policy has been posted on the website of the Company at its weblink http://www.lnbgroup.com/kiran/policies.php
23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
a. Subsidiary Companies
Sl. No. |
Name of the Company |
Relation |
1 |
Iota Mtech Limited |
Wholly Owned Subsidiary |
2 |
Anantay Greenview Private Limited |
Subsidiary |
3 |
Sarvadeva Greenpark Private Limited |
Subsidiary |
4 |
Satyawatche Greeneries Private Limited |
Subsidiary |
5 |
Subhprada Greeneries Private Limited |
Subsidiary (till 30.11.2017) |
6 |
Uttaray Greenpark Private Limited |
Subsidiary |
7 |
Mahate Greenview Private Limited |
Subsidiary (till 30.11.2017) |
8 |
Sishiray Greenview Private Limited |
Subsidiary |
9 |
Magma Realty Private Limited |
Subsidiary |
10 |
Samay Industries Limited |
Subsidiary |
11 |
Shree Krishna Agency Limited |
Subsidiary |
12 |
Amritpay Greenfield Private Limited |
Step down subsidiary |
13 |
Divyay Greeneries Private Limited |
Step down subsidiary |
14 |
Sarvay Greenhub Private Limited |
Step down subsidiary |
Policy for determining âMaterialâ 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 weblink 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 Limited |
2 |
Navjyoti Commodity Management Services Limited |
3 |
The Kishore Trading Company Limited |
4 |
LNB Renewable Energy Private Limited |
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, 2013 and 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 Companyâs 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.
24. 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 under the historical cost convention in accordance with generally accepted accounting principles in India (âIndian GAAPâ) and comply in all material respects with the mandatory Accounting Standards (âASâ) prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ) read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended), and with the relevant provisions of the Act, pronouncements of the Institute of Chartered Accountants of India (âICAIâ). The Consolidated Financial Statements forms part of the Annual Report.
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 Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report concerns about unethical behavior, wrongful conduct and violation of Companyâs 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://www.lnbgroup.com/kiran/policies.php
26. 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 companyâs 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.
27. 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. 34 attached to the annual accounts which are attached with this report.
28. 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 armâs 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 expected to be 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 22nd Annual General Meeting of the Company.
The Policy on Related Party Transaction as approved by the Board has been posted on the website of the Company at its weblink http://www.lnbgroup.com/kiran/policies.php
29. 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 âAnnexure Dâ 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.
30. 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 2017-18. The Secretarial Audit Report for the Financial Year 2017-18 is appended as Annexure âEâ, which is self-explanatory. The said Report does not contain any qualification, reservation or adverse remark.
31. 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 2018-19.
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.
32. AUDITORSâ 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.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Managementâs 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 Master Direction -Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 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. PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prohibition of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as per the Requirement of Securities and Exchange Board of India (Prohibition of Insider T rading) Regulations, 2015. All the Directors, Senior Managerial Personnel and other employees who could have access to the unpublished price sensitive information of the Company are governed by the said Code of Conduct for Prohibition of Insider Trading. The trading window is closed during the time of declaration of results and occurrence of any material events as mentioned in the code itself. During the year under review, there has been due compliance with the said code.
The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is also available on the website of the Company viz., http://www.lnbgroup.com/kiran/investors.php
36. 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.
37. DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of the provisions on the Directorsâ Responsibility Statement referred in Section 134 (5) of the Companies Act, 2013, your Directorâs confirm thatâ
(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. 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 organizationâs 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-
a. Systems have been laid to ensure that all transactions are executed in accordance with managementâs general and specific authorization. There are well laid manuals for such general or specific authorization.
b. 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.
c. Access to assets is permitted only in accordance with managementâs 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.
d. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.
e. Proper Systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companyâs policies.
Based on the above, your Board is of the view that adequate internal financial controls exist in the Company.
39. SECRETARIAL STANDARD
The Company complies with all the applicable Secretarial Standard.
40. 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 âPolicy for Prevention of Sexual Harassmentâ 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.
41. 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.
42. 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 18 of Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 alongwith the Statement of Balance Sheet disclosures for NBFCâs with Assets Size of Rs. 500 crores as required in terms of Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016.
43. 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
(DIN : 00012617) (DIN : 00012825)
Place : Hyderabad Chairman Managing Director
Date : 15.05.2018
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 Companyâs 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 companyâs 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 organizationâs 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 managementâs 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 managementâs 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 Companyâs 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 âMaterialâ 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 Companyâs 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 âNon Deposit Taking Systemically Important Companyâ 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. Auditorsâ 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 âAnnexure Aâ.
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- âConsolidated financial Statementsâ and Accounting Standard 23 - âAccounting for Investments in Associatesâ 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 Companyâs business Policy and strategy apart from other broad business. However, in case of a special and urgent business need, the Boardâs 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 âBâ 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 Companyâs 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 armâs 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 âAnnexure Câ 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 âDâ which is self-explanatory. The said Report does not contain any qualification, reservation or adverse remark.
33. Management Discussion and Analysis Report
The Managementâs 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 companyâs 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. Directorsâ Responsibility Statement
In terms of the provisions on the Directorsâ Responsibility Statement referred in Section 134 (5) of the Companies Act, 2013, your Directorâs confirm thatâ
(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 âPolicy for Prevention of Sexual Harassmentâ 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 NBFCâs 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: [email protected] 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 Âterm 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 Â 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 thatÂ
(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 Â Consolidated Financial Statements,
Accounting Standard (AS) 23 Â 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 ÂDeposit 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
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article