TO THE MEMBERS,
Your 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
|
Standalone |
Consolidated |
Particulars |
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 |
a) Consolidated operations
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
year's 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 year's 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 year's profit of Rs. 11812.79 Lacs.
b) Standalone operations
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 year's 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 year's 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
year's 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 (Ind AS') 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 (the NBFC Master
Directions') 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
(ICAI) has been followed insofar as they are not inconsistent with
any of these Directions
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 COMPANY'S 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.
3. DIVIDEND
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.
4. RESERVES
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.
5. SHARE CAPITAL
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 [KVL
SIP 2018]
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 [KVL SIP 2018] 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 (NRC) (Eligible
Employees) being:
(a) An employee stock option scheme (ESOS) wherein an
option will entitle an Eligible Employee to subscribe to the Equity Shares at a
predetermined price (Exercise Price) upon fulfilment of vesting conditions;
and
(b) An employee share purchase scheme (ESPS) wherein an
Eligible Employee to whom an offer is made may subscribe to the Equity Shares at a
predetermined price (Subscription Price). 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 (Overall Limit). 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 (KVL SIP 2018) 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.
7. DEPOSITS
Your Company is an NBFC Non-Deposit Taking Systemically Important
Company registered with Reserve Bank of India. During the year under review, your
Company has not accepted any deposits from the public within the meaning 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
company's operations in future.
11. ANNUAL RETURN
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 PERSONNEL
a) 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 Non-executive 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.
d) Fit and Proper Policy
Your Company being an NBFC Non-Deposit Taking Systemically
Important Company 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.
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 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 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.
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 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
Company's business policy and strategy apart from other broad business. However, in
case of a special and urgent business need, the Board's approval is taken by passing
resolutions through circulation, as permitted by law, which are confirmed in the
subsequent Board Meeting.
The notice of Board Meeting is given well in advance to all the
Directors. 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.
18. COMMITTEES OF THE BOARD
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.
19. LISTING
The Company's 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.
20. 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.
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
- A 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
B' 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 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 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 Material' Subsidiaries
The Company has adopted a Policy on Material Subsidiaries as approved
by the Board. It has been posted on the website of the Company at
https://www.lnbgroup.com/kiran/investors.php. More details are given in the Corporate
Governance Report annexed hereto.
b. Associate Company
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 Act') 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
Company's registered office. The same is also available on the website of the Company
www.lnbgroup.com/kiran.
c. Joint Venture
During the year under review, the Company had no joint ventures.
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
(The Act), read together with the Companies (Indian Accounting Standards)
Rules, 2015 as amended from time to time (Ind AS') 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 (the NBFC Master Directions') 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 (ICAI) 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 Company's Code of conduct or ethics policy. The details of
which have been given in the Corporate Governance Report annexed to this Report and also
posted on the website of the Company at its web link
https://www.lnbgroup.com/kiran/policies.php.
27. 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, 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 company's risk management process and to ensure its wide implementation, to
ensure systematic and uniform assessment of risks related with giving loans and making
investment, to enable compliance with appropriate regulations, wherever applicable,
through the adoption of best practices and to assure business growth with financial
stability.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. These are
discussed 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 arm's 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 Annexure C to the
Annual Report.
Further, in accordance with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees
in the Company drawing remuneration in excess of the limits set out in the said rules.
31. 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 2022-2023.
The Secretarial Audit Report for the Financial Year 2022-2023 is annexed hereto and forms
part of this report as Annexure D 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.
32. STATUTORY AUDITORS
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.
33. INTERNAL AUDITORS
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.
34. 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.
35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and 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.
36. 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 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. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions on the Directors' Responsibility
Statement referred in Section 134(3)(c) and 134 (5) of the Companies Act, 2013, your
Director's confirm that -
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
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 organization's pace of growth and increasing complexity
of operations for orderly and efficient conduct of its business. The Audit Committee of
the
Board, from time to time, evaluated the internal financial control of
the Company with regard to-
a. Systems have been laid to ensure that all transactions are executed
in accordance with management's general and specific authorization. There are well
laid manuals for such general or specific authorization.
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
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.
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 Company's policies.
Based on the above, your Board is of the view that adequate internal
financial controls exist in the Company.
42. SECRETARIAL STANDARD
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.
44. 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 (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 NBFC's 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 (the
Rules'), 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.
50. 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 Institution(s)
and all other establishments connected with the business of the Company.