Notes to Accounts of Kiran Vyapar Ltd.

Mar 31, 2023

Terms and conditions:(a) Term loans:

Vehicle loan has been availed at an interest rate of 7.82% p.a. and is secured by way of hypothecation of the vehicle financed there against and is repayable in 60 equal monthly instalments of '' 0.59 lacs each.

(b) Loans repayable on demand Loan from others:

Loan from others availed at an interest rate of 9.10% p.a. (31 March 2022 - Nil) is secured by pledge of investments of the Company in Mutual Funds. The loan is repayable on demand within 12 months from date of sanction.

Loan from related parties:

The loan is repayable on demand and carries an interest rate ranging from 7.75% p.a. (31 March 2022 - 7.75% p.a. to 9.00% p.a.)

(b) Terms and rights attached to equity shares Equity Shares

The Company has only one class of equity shares having a par value of '' 10 each. Each holder of equity shares is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, equity shareholders are eligible to receive remaining assets of the company, after distribution of all preferential amounts, in proportion to their shareholdings.

Description of nature and purpose of each reserve:General reserve

General reserve is created from time to time by way of transfer profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.

Securities premium

The amount received in excess of face value of the equity shares is recognised in Securities Premium.

Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfer to general reserves, dividends and other distributions made to the shareholders.

Statutory reserve

The Company is required to create a reserve in accordance with the provisions of Section 45IC of the Reserve Bank of India Act, 1934. Accordingly 20% of the profits after tax for the year is transferred to this reserve at the end of every reporting period.

Impairment reserve

When impairment allowance under Ind AS 109 is lower than the provisioning required under prudential norms on Income Recognition, Asset Classification and Provisioning (IRACP) (including standard asset provisioning), difference is appropriated from net profit/loss after tax to a separate ‘Impairment Reserve’. This has been created in accordance with RBI guidelines.

Share capital cancellation reserve

Pursuant to the scheme of arrangement sanctioned by the Hon’ble High Court of Calcutta vide order dated 21 August 2013 pertaining to the demerger of the investments division of Maharaja Shree Umaid Mills Limited, the nominal value of '' 59.52 lakhs pertaining to 595,200 equity shares of '' 10 each have been cancelled and credited to Share Capital Cancellation Reserve, w.e.f. the appointed date of 1 April 2012.

Other comprehensive income

This represents the cumulative gains and losses arising on the revaluation of financial instruments measured at fair value through other comprehensive income, under an irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed off, if any.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised directly in other comprehensive income.

(a) Defined benefits plans - Gratuity (unfunded)

Gratuity plan is a defined benefit plan that provides for lump sum gratuity payment to employees made at the time of their exit by the way of retirement (on superannuation or otherwise), death or disability. The benefits are defined on the basis of their final salary and period of service and such benefits paid under the plan is not subject to the ceiling limit specified in the Payment of Gratuity Act, 1972. Liability as on the Balance Sheet date is provided based on actuarial valuation done by a certified actuary using projected unit credit method.

Aforesaid defined benefit plans typically expose the Company to actuarial risks such as pay as you go risk, salary risk, investment risk and longevity risk.

Methods and assumptions used in preparing sensitivity analysis and their limitations:

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the Balance Sheet.

28. Contingent liabilities and commitments
(a) Contingent liabilities
Disputed income tax assessment pertaining to assessment year 2013-14	15.40	15.40
Disputed income tax assessment pertaining to assessment year 2014-15	1,083.69	1,083.69
Disputed income tax assessment pertaining to assessment year 2018-19	364.94	364.94
Disputed income tax assessments (refer note below)	685.00	685.00
	2,149.03	2,149.03
Note: Pursuant to a Scheme of Arrangement sanctioned by the Hon’ble High Court at Calcutta
vide its order dated 21 August 2013, all assets and liabilities of the investment division of Maharaja
Shree Umaid Mills Limited (‘Demerged Company’) were transferred and vested with the Company
with effect from 1 April 2012. The Demerged Company has informed that taxes of about '' 685
lakhs pertaining to the Investment Division have been demanded by the income tax authorities for
Assessment year 2011 -2012 which is being disputed by them. In the event that the final outcome
of the same is adverse and required to be paid, the Company is liable to pay the tax demanded to
the Demerged Company in accordance with the Scheme of the Hon’ble High Court at Calcutta.
(b) Commitments
Capital commitment towards investment in Venture Capital Funds etc.	5,065.81	5,033.37
	5,065.81	5,033.37

29. Leases

Effective 1 April 2019, the Company adopted Ind AS 116 “Leases”. The leases entered into by the Company are in nature of low value and short term, hence no right of use asset or lease liability has been recognised as on 31 March 2023 and 31 March 2022. The total payments made during the year pertaining to such leases amounts to '' 12.55 lakhs. (31 March 2022 : '' 2.20 lakhs).

(b) Fair value hierarchy : The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation sale. Methods and assumptions used to estimate the fair values are consistent in all the years. Fair value of financial instruments referred to in note (a) above has been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable entity specific inputs.

(d) Valuation process and technique used to determine fair value for investments valued using significant unobservable inputs (level 3)

Specific valuation techniques used to value financial instruments include:

(i) Investments in unquoted equity and preference instruments of operational entities are valued by discounting the aggregate future cash flows (both principal and interest cash flows) with risk-adjusted discounting rate.

(ii) Investments in venture capital funds are valued by use of net asset value certificates from the investee parties.

34. Financial risk management

The Company is a Non-Banking Financial Company- Systemically Important (NBFC-ND-SI) - Non deposit taking company registered with the Reserve Bank of India. Its business activities is exposed to various financial risks associated with financials products such as credit or default risk, market risk, interest rate risk, liquidity risk and inflationary risk. However, the Company has a robust financial risk management system in place to identify, evaluate, manage and mitigate various risks associated with its financial products to ensure that desired financial objectives are met. The Company’s senior management is responsible for establishing and monitoring the risk management framework within its overall risk management objectives and strategies, as approved by the Board of Directors. Such risk management strategies and objectives are established to identify and analyse potential risks faced by the Company, set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and assess risk management performance. Any change in Company’s risk management objectives and policies needs prior approval of it’s Board of Directors.

(a) Credit risk

This risk is common to all investors who invest in bonds and debt instruments and it refers to a situation where a particular bond issuer is unable to make the expected principal payments, interest rate payments, or both. Similarly, a lender bears the risk that the borrower may default in the payment of contractual interest or principal on its debt obligations, or both. The entity continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

Financial instruments

Risk concentration is minimized by investing in highly rated, investment grade bonds and debt instruments, particularly Government and PSU Bonds which has the least risk of default. The Company lends to borrowers with a good credit score and generally most of the lending is secured against assets pledged by the borrower in favour of the Company. These investments and loans are reviewed by the Board of Directors on a regular basis.

The Company has categorised all its financial assets at low credit risks on account of no past trends of defaults by any parties. Therefore, the provision for expected credit loss has been made as per the Reserve Bank of India’s prudential norms at 0.4% of the loan assets (which are not credit impaired).

(b) Market risk

Market risk is a form of systematic risk associated with the day-to-day fluctuation in the market prices of shares and securities and such market risk affects all securities and investors in the same manner. These daily price fluctuations follows its own broad trends and cycles and are more news and transaction driven rather than fundamentals and many a times, it may affect the returns from an investment. Market risks majorly comprises of two types - interest rate risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risks include borrowings and investments.

Interest rate risk

Interest rate risk is a type of systematic risk that particularly affects fixed rate debt instruments like bonds and debentures. The value of the fixed-rate debt instruments generally decline due to rise in interest rates and vice versa. The rationale is that a bond is a promise of a future stream of payments; an investor will offer less for a bond that pays-out at a rate lower than the rates offered in the current market. A rising interest rate scenario also affects the Company’s interest expenditure on borrowed funds.

The Company monitors the interest rate scenarios on a regular basis and accordingly takes investments decisions as whether to invest in fixed rate debt instruments, shares and securities at a particular point of time. Further, the Company’s borrowings are short-term in nature and carry a fixed rate of interest and the company is in a position to pass on the rise in interest rates to its borrowers. However, the borrowings of the Company are not significant to the financial statements.

Price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. It arises from financial assets such as investments in equity instruments, bonds, mutual funds etc. The Company is exposed to price risk arising mainly from investments carried at fair value through FVTPL or FVOCI which are valued using quoted prices in active markets (level 1 investments). A sensitivity analysis demonstrating the impact of change in market prices of these instruments from the prices existing as at the reporting date is given below:

(c) Liquidity risk:

Liquidity refers to the readiness of the Company to sell and realise its financial assets. Liquidity risk is one of the most critical risk factors for Companies which is into the business of investments in shares and securities. It is the risk of not being able to realise the true price of a financial asset, or is not being able to sell the financial asset at all because of non-availability of buyers. Unwillingness to lend or restricted lending by Banks and Financial Institutions may also lead to liquidity concerns for the entities.

The Company maintains a well-diversified portfolio of investments in shares and securities which are saleable at any given point of time. A dedicated team of market experts are monitoring the markets on a continuous basis, which advises the management for timely purchase or sale of securities. The Company is currently having a mix of both short-term and long-term investments. The management ensures to manage it’s cash flows and asset liability patterns to ensure that the financial obligations are satisfied in timely manner.

(d) Inflationary risk:

Inflationary or purchasing power risk refers to the variation in investor returns caused by inflation. It is the risk that results in increase of the prices of goods and services which results in decrease of purchasing power of money, and likely negatively impact the value of investments. The two important sources of inflation are rising costs of production and excess demand for goods and services in relation to their supply. Inflation and interest rate risks are closely related as interest rates generally go up with inflation.

The Company closely monitors the inflation data and analyses the reasons for wide fluctuations thereof and its effect on various sectors and businesses. The main objective is to avoid inflationary risk and accordingly invest in securities and debt instruments that provides higher returns as compared to the inflation in long-term.

35. Capital management

For the purpose of Company’s capital management, capital includes issued equity share capital, other equity reserves and borrowed capital less cash and cash equivalents. The primary objective of capital management is to maintain an efficient capital structure to reduce the cost of capital, support corporate expansion strategies and to maximize shareholder’s value.

The entity manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the entity may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The entity monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The entity’s policy is to keep an optimum gearing ratio. The entity includes within net debt, interest bearing loans and borrowings less cash and cash equivalents.

C) Details of financing of parent company products

The Company does not have a parent company and accordingly no disclosures required.

D) Details of financing of parent company products

The Company does not have a parent company and accordingly no disclosures required.

E) Details of Single Borrower Limit (SBL)/Group Borrower Limit (GBL) exceeded by the NBFC

There are no instances of exceeding the single and group borrowing limit by the Company during the current and previous year.

F) Unsecured Advances

The Company does not have any unsecured advances for which intangible securities such as charge over rights, license, authority, etc. has been taken.

(vii) Miscellaneous

A) Registration obtained from other financial sector regulators

The Company does not have any registrations obtained from other financial sector regulators.

B) Disclosure of Penalties imposed by RBI and other regulators

There have been no penalties imposed on the Company by RBI or other financial sector regulators during the current and previous year.

C) Related Party Transactions

Details of all material related party transactions are disclosed in note 30.

C) Net Profit or Loss for the period, prior period items and changes in accounting policies

Details relating to Net Profit or Loss for the period, prior period items and changes in accounting policies forms part of the annual report.

D) Revenue Recognition

Details relating to Revenue Recognition forms part of the annual report.

E) Disclosures relating to Corporate Governance Report containing composition and category of directors, shareholding of non-executive directors, etc:-

Details relating to Corporate Governance Report containing composition and category of directors, shareholding of non-executive directors etc are covered under Corporate Governance Report, which forms part of the Annual Report.

38. Additional disclosures pursuant to the RBI circular DOR.CRE.REC.No.60/03.10.001/2021-22 dated October 22, 2021 and RBI/2022-23/26 DOR.ACC.REC.No.20/21.04.018/2022-23, dated 19th April 2022 for Middle Layer NBFCs : (Contd.)

(All amounts in '' crores, unless otherwise stated)

F) Disclosure on modified opinion, if any, expressed by auditors, its impact on various financial items and views of management on audit qualifications

The Auditors has not expressed any modified opinion during the current financial year ended 31 March 2023.

G) Disclosures relating to items of income and expenditure of exceptional nature

There are no item of income and expenditure of exceptional nature during the Financial Year 2022-2023.

H) Disclosures relating to breaches in terms of covenants in respect of loans availed by the Company or debt securities issued by the Company including incidence/s of default

There are no such instance during the Financial Year 2022-2023.

I) Disclosures relating to Divergence in asset classification and provisioning above a certain threshold to be decided by the Reserve Bank:-

There are no such instance during the Financial Year 2022-2023.

J) Unhedged foreign currency exposure

The Company do not have any Unhedged foreign currency exposure in Current year & previous year.

(i) A “significant instrument/product” is defined as a single instrument/product of group of similar instruments/ products which in aggregate amount to more than 1% of the NBFC-NDSI’s, NBFC-Ds total liabilities and 10% for other non-deposit taking NBFCs.

(ii) Total liabilities has been computed as total assets less equity share capital less reserve & surplus and computed basis extant regulatory ALM guidelines.

(**) Figures are based on gross borrowing outstanding and does not includes accrued interest and other Ind AS adjustments.

(vii) Institutional set-up for Liquidity Risk Management

The Board of Directors of the Company has an overall responsibility and oversight for the management of all the risks, including liquidity risk, to which the Company is exposed to in the course of conducting its business. The Board approves the governance structure, policies, strategy and the risk limits for the management of liquidity risk. The Board of Directors approves the constitution of the Risk Management Committee (RMC) for the effective supervision, evaluation, monitoring and review of various aspects and types of risks, including liquidity risk, faced by the Company. The meetings of RMC are held at quarterly interval. Further, the Board of Directors also approves constitution of Asset Liability Committee (ALCO), which functions as the strategic decision-making body for the asset-liability management of the Company from risk-return perspective and within the risk appetite and guard-rails approved by the Board. The main objective of ALCO is to assist the Board and RMC in effective discharge of the responsibilities of asset liability management, market risk management, liquidity and interest rate risk management and also to ensure adherence to risk tolerance/limits set up by the Board. ALCO provides guidance and directions in terms of interest rate, liquidity, funding sources, and investment of surplus funds. ALCO meetings are held once in a Quarterly or more frequently as warranted from time to time. The minutes of ALCO meetings are placed before the RMC and the Board of Directors in its next meeting for its perusal/ approval/ ratification.

42. RBI moratorium & restructuring

No restructuring of loans/ borrowings has been taken place during the current year and previous year.

43. Other Regulatory Information :

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with struck off Companies.

(iii) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

(iv) The Company has not advanced or given loan or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(vi) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

(vii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(viii) The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.

(ix) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.

44. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) of the Company. The CODM is responsible for allocating resources and assessing performance of the operating segments of the Company. The Company is in a single business segment (primary segment) of giving loans and making investments. The entire revenues are billable within India and there is only one geographical segment (secondary segment).

45. The standalone financial statements are approved for issue by the Board of Directors in its meeting held on 17 May 2023.

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Mar 31, 2018

1. Background

Kiran Vyapar Limited (“the Company”) is a public limited company domiciled in India and registered under the provisions of the Companies Act, 1956. The company is listed on Bombay Stock Exchange & The Calcutta Stock Exchange. The Company is a non-deposit taking Systemically Important Non-Banking Financial Company (“NBFC”) registered with Reserve Bank of India (“the RBI”) and is engaged in the business of giving loans and making investments.

2. Basis of preparation of financial statements

The financial statements are prepared under the historical cost convention in accordance with generally accepted accounting principles in India (“Indian GAAP”) and comply in all material respects with the mandatory Accounting Standards (“AS”) prescribed under Section 133 of the Companies Act, 2013 (“the Act”) 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 (“ICAI”) and guidelines issued by the RBI as applicable to nonbanking financial company. The financial statements have been prepared on an accrual basis except for interest on non-performing loans which is accounted on cash basis based on the guidelines issued by the RBI from time to time. The accounting policies applied by the Company are consistent with those used in the prior period.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in Schedule III to the Act. Based on the nature of the work, the Company has ascertained its operating cycle as up to twelve months for the purpose of current and non-current classification of assets and liabilities.

a) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10 each. Each holder of equity shares is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, equity shareholders are eligible to receive remaining assets of the company, after distribution of all preferential amounts, in proportion to their shareholdings.

In the current year, the Board has recommended proposed dividend @ 25% i.e. Rs. 2.50 per share amounting to Rs. 64,800,000. The proposed dividend by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

Terms and conditions:

i) Nature of security:

Term loan from others are vehicle loans which are secured by hypothecation of vehicles financed there against.

ii) Terms of repayment:

The three term loans of Rs. 9.13 lacs, Rs. 145.63 lacs and Rs. 29.32 lacs are repayable in 60 equal monthly installments of Rs. 0.19 lacs, Rs. 3.07 lacs and Rs. 0.59 lacs commencing from 1 June 2014, 10 May 2014 and 1 Jan 2018 respectively.

Term loan amounting to Rs. Nil (31 March 2017: Rs. 150 lacs) was repayable in 36 equal monthly instalments of Rs. 4.78 lacs commencing from 01 April 2015.

Employee benefits

(a) Gratuity is a post employment benefit and is a defined benefit plan. The liability recognized in the balance sheet represents the present value of the defined benefit obligation at the balance sheet date, less the fair value of plan assets (if any), together with adjustment for unrecognized actuarial gains or losses and past service cost. Independent actuaries using the Projected Unit Credit Method calculate the defined benefit obligation annually. The assumptions used for actuarial valuation of liabilities towards gratuity are given below.

Note : The Company has accounted for liability of gratuity in accordance with the requirements of Accounting Standard 15 “Employee Benefits” under the projected unit credit method during the financial year. Accordingly, previous year figures have not been reported.

3. Additional disclosures pursuant to the RBI guidelines and notifications: (Contd.)

iii) Derivatives

The Company does not have any derivatives exposure in the current and previous year.

iv) Disclosures relating to Securitisation

The Company does not have any securitisation transactions in the current and previous year.

v) Asset Liability Management

Disclosures relating to maturity pattern of certain items of assets and liabilities are given in Note 25.

C) Details of financing of parent company products

The Company does not have a parent company and accordingly no disclosures required.

D) Details of Single Borrower Limit (SBL)/Group Borrower Limit (GBL) exceeded by the NBFC

There are no instances of exceeding the single and group borrowing limit by the Company during the current and previous year.

E) Unsecured Advances

The Company does not have any unsecured advances for which intangible securities such as charge over rights, license, authority, etc. has been taken.

vii) Miscellaneous

A) Registration obtained from other financial sector regulators

The Company does not have any registrations obtained from other financial sector regulators.

B) Disclosure of Penalties imposed by RBI and other regulators

There have been no penalties imposed on the Company by RBI or other financial sector regulators during the current and previous year.

C) Related Party Transactions

Details of all material related party transactions are disclosed in Note 34.

D) Ratings assigned by credit rating agencies and migration of ratings during the year

The Company has not obtained credit ratings from any agencies during the year.

E) Remuneration of Directors

Details relating to remuneration of directors are disclosed in Note 34.

F) Management

Details relating to management discussion and analysis forms part of the annual report.

Notes:

1. The advances comprise of loans given and does not include interest accrued.

2. The above information has been considered as per the Asset Liability Management (ALM) Report compiled by the management and reviewed by the ALM Committee.

3. The borrowings does not includes interest accrued and due as on 31 March 2018.

4. The particulars as required in terms of Paragraph 18 of Master Directions - Non Banking Financial Company-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, are given as an Annexure.

5. There are no reported micro, small and medium enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the company owes any amounts.

6. As per requirement of Accounting Standard (AS) 17, ‘Segment Reporting’, no disclosures are required to be made since the Company’s business activities consists of a single segment being that of a Non-Banking Finance Company.

7. In accordance with Accounting Standard (AS) 19 - ‘Leases’, lease payments made under cancellable operating lease amounting to Rs. 5,856,262 (31 March 2017: Rs. 5,999,658) disclosed as rent and the same has been recognised as an expense in the statement of profit and loss.

Pursuant to a Scheme of Arrangement sanctioned by the Hon’ble High Court at Calcutta vide its order dated 21 August 2013, all assets and liabilities of the investment division of Maharaja Shree Umaid Mills Limited (‘Demerged Company’) were transferred and vested with the Company with effect from 1 April 2012. The Demerged Company has informed that taxes of about Rs. 68,500,000 pertaining to the Investment Division have been demanded by the income tax authorities for Assessment year 2011-2012 which is being disputed by them. In the event that the final outcome of the same is adverse and required to be paid, the Company is liable to pay the tax demanded to the Demerged Company in accordance with the Scheme of the Hon’ble High Court at Calcutta.

8. Previous year’s amount have been regrouped/rearranged to confirm to current year’s classification, wherever considered necessary.

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Mar 31, 2016

b) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 10 each. Each holder of equity shares is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, equity shareholders are eligible to receive remaining assets of the company, after distribution of all preferential amounts, in proportion to their shareholdings.

a) Terms and conditions:

i) Nature of security:

Term loan from others are secured against hypothecation of motor vehicles financed there against.

ii) Terms of repayment:

The three term loans of Rs. 9.13 lacs, Rs. 150.00 lacs and Rs. 145.63 taken are repayable in 60, 60 and 36 equal monthly installments of Rs. 0.19 lacs, Rs. 3.07 lacs and Rs. 4.78 lacs commencing from 1 June 2014, 10 May 2014 and 1 April 2015 respectively.

i) Nature of security:

Short term borrowings is secured by pledge of 7.18% IRFC bonds (160,000 units) and 8% IRFC bonds (129,000 units) respectively. The loan carries interest @ 10.45 % p.a.

ii) Terms of repayment:

The loan is repayable within 60 months from the date of first disbursement. However, there is a put and call option exercisable on 15 April 2016, 15 May 2016, 30 June 2016 and end of every 3 months thereafter. The put/call option allows the borrower/lender to repay/recall the entire loan on relevant option date without any prepayment charges by giving 7 day’s notice.

iii) Derivatives

The Company does not have any derivatives exposure in the current and previous year.

iv). Disclosures relating to Securitization

The Company does not have any securitization transactions in the current and previous year.

v) Asset Liability Management

Disclosures relating to maturity pattern of certain items of assets and liabilities are given in Note 26.

C) Details of financing of parent company products

The Company does not have a parent company and accordingly no disclosures required.

D) Details of Single Borrower Limit (SBL)/Group Borrower Limit (GBL) exceeded by the NBFC there are no instances of exceeding the single and group borrowing limit by the Company during the current and previous year.

E) Unsecured Advances

The Company does not have any unsecured advances for which intangible securities such as charge over rights, license, authority, etc. has been taken. vii) Miscellaneous

A) Registration obtained from other financial sector regulators

The Company does not have any registrations obtained from other financial sector regulators.

B) Disclosure of Penalties imposed by RBI and other regulators

-There have been no penalties imposed on the Company by RBI or other financial sector regulators during the current and previous year.

C) Related Party Transactions

Details of all material related party transactions are disclosed in Note 35.

D) Ratings assigned by credit rating agencies and migration of ratings during the year

The Company has not obtained credit ratings from any agencies during the year.

E) Remuneration of Directors

Details relating to remuneration of directors are disclosed in Note 35.

F) Management

-Details relating to management discussion and analysis forms part of the annual report.

Notes:

1. The advances comprise of loans given and does not include interest accrued.

2. The above information has been considered as per the Asset Liability Management (ALM) Report compiled by the management and reviewed by the ALM Committee.

3 The particulars as required in terms of Paragraph 13 of Systemically Important Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015, are given as an Annexure.

4 There are no reported Micro, Small and Medium Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the company owes any amounts.

5 As per requirement of Accounting Standard (AS) 17, ‘Segment reporting’, no disclosures are required to be made since the Company’s activities consist of a single segment being that of a Non-Banking Finance Company.

6 In accordance with Accounting Standard (AS) 19 - ‘Leases’, the Company does not have any non cancellable operating lease.

7 Disclosures in respect of CSR expenses under section 135 of the Companies Act, 2013 and rules thereon

- Previous year’s amounts have been regrouped /rearranged to conform to the classification of the current year, wherever considered necessary. This is the summary of significant accounting policies and other explanatory information referred in our report of even date.

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Mar 31, 2015

A) The Company has been converted from Private Limited to Public Limited with effect from 14th August, 2012 and a new certificate of incorporation has been issued by the Registrar of Companies, West Bengal.

b) There is no Micro Small and Medium enterprises to whom the company owes dues which are outstanding for more than 45 days at the Balance Sheet date.

c) Pursuant to the Scheme of Arrangement ("the scheme") sanctioned by the Hon'ble High Court at Calcutta, vide its order dated 21st August, 2013, all the Assets and Liabilities of the Investment Division of Maharaja Shree Umaid Mills Limited (Demerged Company) have been transferred to and vested in the Company at their respective book values on a going concern basis with effect from 1st April, 2012 being the Appointed Date.

As per the Scheme, Appointed Date as approved by the Hon'ble High Court is 1st April, 2012 and the effective date is 24th September, 2013 being the date on which the certified copy of the order sanctioning the said scheme has been filed with the Registrar of Companies, West Bengal in accordance with the Companies Act, 1956.

d) The accounting of Assets & Liabilities transferred from the Demerged Company has been done as per scheme sanctioned by Hon'ble High Court at Calcutta which vide Sub-clause (iii) of clause No.1.2 of Part VI provides of the scheme as under :

"The excess or deficit, if any, after recording the aforesaid entries shall be treated by Kiran Vyapar Limited in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India and other normally accepted Accounting principles."

Following the precedent set by jurisdiction High Court, accounting for demerger has been done as per "Pooling of Interest Method" as specified in AS-14 issued by ICAI.

Accordingly, while preparing the financial statement of the Company, the Assets and Liabilities which are transferred to the Company have been recorded at their existing book value. Revaluation Reserve and Capital Reserve relating to the assets which continued to be held with the Demerged Company has not been transferred to the Company. General Reserve of n 2,181.99 Lakhs and Surplus in Profit & Loss account amounting to Rs. 42,763.39 Lakhs of the Demerged Company has been transferred to the Company and has been recorded in the books of company as detailed below:

The difference between the Assets and Liabilities transferred from the Demerged Company amounting to Rs. 54,945.38 lakhs as per note no. 2(c) has been firstly credited to

(a) General Reserve amounting to Rs. 12,181.99 Lakhs.

(b) Balance to surplus in Profit & Loss Account amounting to Rs. 42,763.39 Lakhs.

In terms of the order of the High Court the nominal value of Rs. 59.52 lakhs for 595200 equity shares of n0/- each have been cancelled and credited to Share Capital Cancellation Reserve.

The Company has transferred to Share Capital Suspense Account a sum of Rs. 2592 lakhs for issue and allotment of 25920000 number of equity shares of Rs. 10/- each out of General Reserve transferred from Demerged Company and pursuant to the scheme, the Company on 15th October, 2013 has allotted 25920000 fully paid up equity shares of Rs.10/- each to every equity shareholder of the Demerged Company whose name appeared in the register of members of the Demerged Company on the record date. 1 (One) equity share of Rs.10/- each crediting as fully paid up for every 1(one) equity share of Rs.10/- each fully paid up held by equity shareholders in the Demerged Company.

The General Reserve has further been reduced by an amount of Rs. 101.44 lakhs representing the book value of 595200 fully paid up equity shares held by the Demerged Company in the Company which stood cancelled along with issue and allotment of equity share in terms of the Scheme. Accordingly a balance of Rs.9,488.55 Lakhs remained credited as General Reserve in the books of accounts of the Company.

e) Liabilities on account of duties etc. if any, pursuance to the Scheme of Arrangement approved by Hon'ble High Court at Calcutta as stated in Note (c) above is yet to be ascertained and hence no provision thereof has been made in these financial statements and the same will be accounted for and amortized as and when the liability is ascertained.

f) By virtue of the Scheme sanctioned by the Hon'ble High Court at Calcutta the Assets and Liabilities of the Investment Division of the Demerged Company were vested in the Company. The Demerged Company has informed that taxesof about Rs. 685 Lakhs pertaining to the Investment Division have been demanded which is being disputed at the appropriate authorities by the Demerged Company.In the event that the final outcome of the same is adverse and required to be paid, in accordance with the Scheme sanctioned by the Hon'ble High Court at Calcutta, the same is payable to the Demerged Company.

g) The workings of a following Venture Capital Fund in which the company has invested funds, have been incorporated in the books of accounts of the Company on the basis of Unaudited Financial Statement furnished by the Venture Capital Fund registered with SEBI and also registered u/s 10(23FB) of the Income Tax Act, 1961

h) Pursuant to requirement of BSE Ltd, Placid Limited one of the constituent of the Promoter Group of the Company has placed for Lock-in of 51,84,000 equity shares of the Company for 3 years with respective Depositories for Listing of equity shares of the Company with BSE Limited and The Calcutta Stock Exchange Limited.

i) Liabilities on account of Gratuity payable to employees is yet to be determined on the basis of actuarial valuation. However, provisions has been made in the accounts which includes for the year Rs. 5.89 lakhs on the basis of multiplying the number of years and the present salary by 15 and dividing the same by 26. The total Provision for Gratuity till date is Rs. 5.89 lakhs.

j) The company allows its employees to encash 15 Days leave in lieu of Privilege Leave in one year. The amount is calculated on the last drawn Basic salary. An amount of Rs. 6.38 lakhs is thus provided for in the accounts of this year against accrued and encashable Privilege Leaves which is in proportion of the period of employment. The provision is calculated only up to a maximum of 60 days after which either the leave lapses or is encashed compulsorily.

Pursuant to the said revision in useful lives, the depreciation expenses for the year ended 31st March, 2015 is higher and the profit before tax is lower by Rs. 3.94 lakhs.

k) Contribution to Provident Fund of Rs. 48,232/- from 1 st April 2013 to 23rd September 2013 paid by Demerged Company relates to employees of investment division in pursuance to Scheme of Arrangement.

l) Foreign Currency outflow during the year amounting to Rs. 5.93 lakhs.

m) Information as required by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, is furnished vide Annexure-'A'attached herewith.

n) Related Party Disclosure (As Identified by Management)

Information given in accordance with the requirements of Accounting Standard-18 on Related Party Disclosures issued by the Institute of Chartered Accountants of India.

o) Segment Reporting:

Based on the synergies, risks and return associated with the business operations and in terms of Accounting Standard 17, the Company is engaged in a single reportable segment of Non-Banking Financial Company during the year and hence treated as single reportable segment as per AS 17.

p) Notes on Financial Statement:

Disclosure of details as required in terms of Paragraph 10(5) of Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 as applicable to every Systematically Important Non Deposit Taking Non-Banking Financial Company.

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Mar 31, 2014

A) The Company has been converted from Private Limited to Public Limited with effect from 14th August, 2012 and a new certificate of incorporation has been issued by the Registrar of Companies, West Bengal.

b) There are no reported Micro, Small and Medium Enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 to whom the company owes dues.

c) Pursuant to the Scheme of Arrangement ("the scheme") sanctioned by the Hon''ble High Court at Calcutta, vide its order dated 21st August, 2013, all the Assets and Liabilities of the Investment Division of Maharaja Shree Umaid Mills Limited (Demerged Company) have been transferred to and vested in the Company at their respective book values on a going concern basis with effect from 1st April, 2012 being the Appointed Date.

As per the Scheme, Appointed Date as approved by the Hon''ble High Court is 1st April, 2012 and the effective date is 24th September, 2013 being the date on which the certified copy of the order sanctioning the said scheme has been filed with the Registrar of Companies, West Bengal in accordance with the Companies Act, 1956.

The details of Assets and Liabilities transferred from the Demerged Company are as under:-

d) The accounting of Assets & Liabilities transferred from the Demerged Company has been done as per scheme sanctioned by Hon''ble High Court at Calcutta which vide Sub-clause (iii) of clause No.1.2 of Part VI provides of the scheme as under :

"The excess or deficit, if any, after recording the aforesaid entries shall be treated by Kiran Vyapar Limited in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India and other normally accepted Accounting principles."

Following the precedent set by jurisdiction High Court, accounting for demerger has been done as per "Pooling of Interest Method" as specified in AS-14 issued by ICAI.

Accordingly, while preparing the financial statement of the Company, the Assets and Liabilities which are transferred to the Company have been recorded at their existing book value.

Revaluation Reserve and Capital Reserve relating to the assets which continued to be held with the Demerged Company has not been transferred to the Company. General Reserve of Rs.12, 181.99 Lakhs and Surplus in Profit & Loss account amounting to Rs.42,763.39 Lakhs of the Demerged Company has been transferred to the Company and has been recorded in the books of company as detailed below:

The difference between the Assets and Liabilities transferred from the Demerged Company amounting to Rs. 54,945.38 lakhs as per note no. 2(c) has been firstly credited to (a) General Reserve amounting to Rs. 12,181.99 Lakhs.

(b) Balance to surplus in Profit & Loss Account amounting to Rs. 42,763.39 Lakhs.

In terms of the order of the High Court the nominal value of Rs. 59, 52,000 for 595200 equity shares of Rs.10/- each have been cancelled and credited to Share Capital Cancellation Reserve.

The Company has transferred to Share Capital Suspense Account a sum of Rs. 2592 lakhs for issue and allotment of 25920000 number of equity shares of Rs. 10/- each out of General Reserve transferred from Demerged Company and pursuant to the scheme, the Company on 15th October, 2013 has allotted 25920000 fully paid up equity shares of Rs.10/- each to every equity shareholder of the Demerged Company whose name appeared in the register of members of the Demerged Company on the record date.1(One) equity share of Rs. 10/- each crediting as fully paid up for every 1(one) equity share of Rs. 10/- each fully paid up held by equity shareholders in the Demerged Company.

The General Reserve has further been reduced by an amount of Rs. 101.44 lakhs representing the book value of 595200 fully paid up equity shares held by the Demerged Company in the Company which stood cancelled along with issue and allotment of equity share in terms of the Scheme. Accordingly a balance of Rs. 9,488.55 Lakhs remained credited as General Reserve in the books of accounts of the Company.

e) Liabilities on account of duties etc. if any, pursuance to the Scheme of Arrangement approved by Hon''ble High Court at Calcutta as stated in Note (c) above is yet to be ascertained and hence no provision thereof has been made in these financial statements and the same will be accounted for and amortized as and when the liability is ascertained.

f) The Balance Sheet of the Company as on 31st March, 2013 as well as the Statement of Profit & Loss account for the year ended 31st March, 2013 approved by the shareholders at the meeting held on 28th June, 2013 have been amended to reflect the scheme of Arrangement as sanctioned by the Hon''bleHigh Court at Calcutta, mentioned in Note (c)and (d) above and consequently the Assets and Liabilities as on 31st March 2013, have been restated to include Assets and Liabilities of the Investment Division of the Demerged Company as at 31st March, 2013, and figures in the Statement of Profit & Loss include the result of operations of the Investment Division of the Demerged company for the Financial Year from 1st April, 2012 to 31st March, 2013, and therefore, the previous year figures are restated and are not as per the figures approved by the shareholders.

g) Contribution to Provident Fund of Rs.48,232/- from 1st April, 2013 to 23rd September, 2013 paid by the Demerged Company relates to employees of Investment Division in pursuance to Scheme of Arrangement.

h) a) Contingent Liabilities:

Lien is created for the benefit of Group Company viz., "Parmarth Wind Energy Private Limited" to secure Credit Facility of Rs. 54 Crores from HDFC Bank Limited. As co-obligator, the Company obligation is up to Rs. 34,18,24,873/- j) By virtue of the Scheme sanctioned by the Hon''ble High Court at Calcutta the Assets and Liabilities of the Investment Division of the Demerged Company were vested in the Company. The Demerged Company has informed that taxes of about Rs.685 Lakhs pertaining to the Investment Division have been demanded which is being disputed at the appropriate authorities by the Demerged Company. In the event that the final outcome of the same is adverse and required to be paid, in accordance with the Scheme sanctioned by the Hon''ble High Court at Calcutta, the same is payable to the Demerged Company.

k) The workings of a Venture Capital Fund namely "Pandara Trust Scheme I Class A Series 2" in which an amount of Rs. 1.25 Crores is invested,have been incorporated in the books of accounts of the Company on the basis of Unaudited Financial Statement furnished by the Venture Capital Fund registered with SEBI and also registered u/s 10(23FB) of the Income Tax Act, 1961.

l) The Company has received Final Listing approval and Trading Permission from BSE Limited w.e.f. April 7, 2014 and from The Calcutta Stock Exchange Limited w.e.f.April 16, 2014.

m) Pursuant to requirement of BSE Ltd, Placid Limited one of the constituent of the Promoter Group of the Company has placed for Lock-in of 5184000 equity shares of the Company for 3 years with respective Depositories for Listing of equity shares of the Company with BSE Limited and The Calcutta Stock Exchange Limited.

n) Provision forGratuity amounting to Rs.57,692/- based on the formula prescribed under the Payments of Gratuity Act, 1972 has not been made in the books of accounts of the Company, since none of the employees have completed 1(One) year of service, and in the opinion of the Company no provision is required to be made.

o) (i) The Companies mentioned in Note 2.9(c) of Non-Current Investment have become Subsidiaries of the Company pursuant to the Section 2(87) of the Companies Act, 2013 read with applicable rules thereof. (ii) The Company mentioned in Note 2.9(d) of Non-Current Investment havebecome Associate of the Company pursuant to Section 2(6) of the Companies Act, 2013 read with applicable rules thereof.

p) Information as required by Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, is furnished vide Annexure-A attached herewith.

q) Related Party Disclosure (As Identified by Management)

Information given in accordance with the requirements of Accounting Standard-18 on Related Party Disclosures issued by the Institute of Chartered Accountants of India.

Key Managerial Personnel -

Shri Lakshmi Niwas Bangur Shri Shreeyash Bangur Shri Ajay Sonthalia Shri Aakash Jain Subsidiary

Company (Equity) - Iota Mtech Limited

Subsidiary Company (Preference) {Refer Note No. (o) (i) :

Anantay Greenview Private Limited Magma Realty Private Limited Mahate Greenview Private Limited Samay Industries Limited Sarvadeva Greenpark Private Limited Satyawatche Greeneries Private Limited Shree Krishna Agency Limited Sishiray Greenview Private Limited Subhprada Greeneries Private Limited Uttaray Greenpark Private Limited Associates (Equity) - Placid Limited

Associates (Preference) - Navjyoti Commodity Management Services Ltd. {Refer Note No. (o)(ii)} Significant influence - M.B. Commercial Co. Limited The Kishore Trading Company Limited The General Investment Company Limited The Peria Karamalai Tea & Produce Co. Limited Maharaja Shree Umaid Mills Limited Parmarth Wind Energy Private Limited Sidhidata Power LLP

Control - Iota Mtech Power LLP

Note: Figures in bracket represents Previous Year

r) Segment Reporting:

Based on the synergies, risks and return associated with the business operations and in terms of Accounting Standard 17, the Company is engaged in a single reportable segment of Non-Banking Financial Company during the year and hence treated as single reportable segment as per AS 17.

s) The following securities held as Investment which were transferred to the Company in pursuant to the Scheme of Arrangement did not stand in the name of the Company:

t) Notes on Financial Statement:

Disclosure of details as required in terms of Paragraph 10(5) of Non-Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 as applicable to every Systematically Important Non Deposit Taking Non-Banking Financial Company.

Notes :

1. As defined in paragraph 2(1)(xii)of the Non Banking Finance Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

2. Provisioning norms shall be applicable as prescribed in Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms ( Reserve Bank ) Directions, 2007.

3. All Accounting Standards and Guidance Notes issued by ICAI are applicable including for valuation of investments and other assets as also assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up / fair value / NAV in respect of unquoted investment is disclosed irrespective of whether they are classified as longterm or current in (4) above.

4. Details of related parties are as furnished by the Management ** As per Accounting Standard of ICAI ( Please see Note 3 )