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Kiran Vyapar Ltd.

BSE: 537750 Sector: Financials
NSE: N.A. ISIN Code: INE555P01013
BSE 00:00 | 28 Feb 70.30 -11.70
(-14.27%)
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NSE 05:30 | 01 Jan Kiran Vyapar Ltd
OPEN 77.25
PREVIOUS CLOSE 82.00
VOLUME 5208
52-Week high 115.00
52-Week low 69.00
P/E 15.35
Mkt Cap.(Rs cr) 192
Buy Price 70.30
Buy Qty 250.00
Sell Price 79.00
Sell Qty 10.00
OPEN 77.25
CLOSE 82.00
VOLUME 5208
52-Week high 115.00
52-Week low 69.00
P/E 15.35
Mkt Cap.(Rs cr) 192
Buy Price 70.30
Buy Qty 250.00
Sell Price 79.00
Sell Qty 10.00

Kiran Vyapar Ltd. (KIRANVYAPAR) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting their 23rd Annual Report on the business andoperations of the Company and the Audited Financial Statements for the Financial Yearended 31st March 2019.

1. Financial Performance of the Company
(? in Lacs)
Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Total Income 5357.24 4309.77 10150.02 8224.54
Total Expenses 3025.83 1360.86 7658.47 4605.48
Profit before share of profit in Associates - - 2491.55 3619.06
Share of Profit of Associates(net) - - 250.15 233.01
Profit Before Tax 2331.41 2948.91 2741.70 3852.07
Tax Expenses 923.39 610.56 371.02 877.32
Profit for the year 1408.02 2338.35 2370.68 2974.75
Other Comprehensive Income 350.14 3160.62 (2370.72) 6946.39
Total Comprehensive Income 1758.16 5498.97 (0.04) 9921.14
Appropriations:
Profit for the year 1408.02 2338.35 2370.68 2974.70
Balance brought forward 45962.41 44828.16 63238.54 61542.01
Amount Available for Appropriations 47370.43 47166.51 65609.22 64516.76
Dividend Paid 648.00 648.00 647.98 648.00
Tax on Dividend - 131.94 133.62 131.92
Transfer to Statutory Reserve 319.64 429.63 360.30 429.63
Minority Interest - - 106.77 77.43
Re-measurement of defined benefit plans (net) 5.29 (5.47) 7.66 (8.76)
Balance carried forward 46397.50 45962.41 64352.89 63238.54

a) Consolidated operations

Revenue from the consolidated operations of the Company for the year ended 31st March2019 was Rs. 10070.17 Lacs. It is 24.03 per cent higher than Rs. 8118.49 Lacs in theprevious year. Overall operational expenses for the year was Rs.7658.47 Lacs against Rs.4605.48 Lacs in the previous year. Profit after Tax for the year at Rs. 2741.70 Lacs waslower by 28.83 per cent over Rs. 3852.07 Lacs in the previous year.

b) Standalone operations

Revenue from the standalone operations of the Company for the year was Rs. 5351.87Lacs. It is 24.84 per cent higher than Rs. 4286.76 Lacs in the previous year. Overalloperational expenses for the year was Rs. 3025.83 Lacs against Rs.1360.86 Lacs in theprevious year. Profit after tax for the year stood at Rs. 1408.02 Lacs lower by 39.78 percent over Rs.2338.35 Lacs in the previous year.

The Capital to Risk Assets Ratio (CRAR) of your Company stood at 83.20 per cent as onMarch 31 2019 well above the regulatory minimum level of 15 per cent prescribed by theReserve Bank of India for Systemically Important Non-Deposit Taking NBFCs (NBFCs- ND-SI).Of this the Tier I CRAR was 83.08 per cent.

c) Basis of preparations of financial statements

For all periods up to and including the year ended 31 March 2018 the Company preparedthe Standalone financial statements in accordance with accounting standards notified underthe section 133 of the Companies Act 2013 read together with paragraph 7 of the Companies(Accounts) Rules 2014 (Indian GAAP or previous GAAP). The standalone financial statementsfor the year ended 31 March 2019 Company has first time prepared financial statements inaccordance with Indian Accounting Standards notified under section 133 of the CompaniesAct 2013 read together with the Companies (Indian Accounting Standards) Rules 2015 (asamended) (‘Ind AS') together read with the MCA notification dated 11 October 2018which states the mandate for adoption of these standards by the NBFC Companies as definedunder the Companies (Indian Accounting Standards) (Amendment) Rules 2016.

These standalone financial statements have been prepared and presented under thehistorical cost convention on the accrual basis of accounting except for certainfinancial assets and financial liabilities that are measured at fair values at the end ofeach reporting period as stated in the accounting policies set out below. The accountingpolicies have been applied consistently over all the periods presented in these standalonefinancial statements.

The Company has complied with all the norms prescribed by the Reserve Bank of India(RBI) including the Fair practices Anti Money Laundering and Know Your Customer (KYC)guidelines.

2. BRIEF DESCRIPTION OF THE COMPANY'S AFFAIRS

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

3. DIVIDEND

Your Directors recommend a Dividend of Rs. 2.50/- per equity share aggregating to Rs.682.11 Lacs (approx.) to the Equity shareholders of your Company for the Financial Year2018-2019. The dividend shall be subject to tax on dividend to be paid by your Company.The Dividend Tax amounts to Rs.140.21 Lacs.

4. RESERVES

The Board in its meeting held on May 20 2019 proposes to carry an amount of Rs.319.64 Lacs to Statutory Reserve as per the existing provisions of the Companies Act 2013and Rules there under read with the Reserve Bank of India Guidelines as applicable to theCompany.

5. SHARE CAPITAL

During the year under review the Company has issued and allotted 1364211 (ThirteenLacs Sixty Four Thousand Two Hundred Eleven) Equity Shares of the Company bearing facevalue of Rs.10/- each at a subscription price of Rs. 10/- per share of the Company underthe Employee Share Purchase Scheme of the Company under “KIRAN VYAPAR LIMITED SHAREINCENTIVE PLAN 2018” (KVL SIP 2018); pursuant to tranche-I implementation of KVL SIP2018.

The total paid up issued subscribed capital of the Company post allotment stands toRs. 272842110/- (Rupees Twenty Seven Crores Twenty Eight Lacs Forty Two Thousand OneHundred and Ten Only) divided into 27284211 (Two Crores Seventy Two Lacs Eighty FourThousand Two Hundred Eleven) equity shares of Rs. 10/- each.

The Authorized Capital of the Company as on 31st March 2019 is Rs. 510000000(Rupees Fifty One Crores) divided into 51000000 ( Five Crores Ten Lacs) equity sharesof Rs. 10/- each.

None of the Directors of the Company hold instruments convertible into equity shares ofthe 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 30thMarch 2018 have approved the Kiran Vyapar Limited -Share Incentive Plan 2018 [“KVLSIP 2018”] in compliance of the Securities and Exchange Board of India (Share Basedand Employee Benefits) Regulations 2014.

Under the KVL SIP 2018 two types of stock incentives will be awarded to the employeesof the Company (and/ or of its subsidiary/holding company) as selected by the Nominationand Remuneration Committee of the Company (“NRC”) (“EligibleEmployees”) being:

(a) An employee stock option scheme (“ESOS”) wherein an option will entitlean 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 Employeeto 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 tolock-in.

Further the maximum number of Equity Shares that may be issued in aggregate either byway of grant of options under ESOS or by way of an offer to subscribe to the Equity Sharesunder the KVL SIP 2018 shall be within an overall limit of 10% of the total issuedsubscribed and paid-up equity share capital of KVL (which is 2592000 (Twenty-five lacand 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 beeither by way of grant of options under ESOS or offer to subscribe to the Equity Shares tothe Eligible Employees which shall be determined by the NRC as per the terms of the KVLSIP 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 28thMarch 2019 has considered and approved to make an offer to identified employee(s)subscribe to 1364211 (Thirteen Lacs Sixty Four Thousand Two Hundred Eleven) EquityShares bearing face value of INR 10 each under the Employee Share Purchase Scheme of KVLSIP 2018; pursuant to tranche-I implementation of KVL SIP 2018.

Further the Board of Directors of the Company at their meeting held on 29th March2019 has considered and approved allotment of 1364211 (Thirteen Lacs Sixty Four ThousandTwo Hundred Eleven) Equity Shares bearing face value of INR 10 each to employee(s) whohave accepted the offer to subscribe to the Equity Shares made under the Employee SharePurchase Scheme of KVL SIP 2018; pursuant to tranche-I implementation of KVL SIP 2018 bythe Company.

Disclosures with respect to Employee Share Purchase Scheme (ESPS) of Kiran VyaparLimited Share Incentive Plan 2018 of the Company (“KVL SIP 2018”) pursuant toRegulations Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 is annexed hereto and forms part of this report as “AnnexureA”.

The Company has not implemented Employee Stock Option Scheme (ESOS) under Kiran VyaparLimited Share Incentive Plan 2018 till date and therefore there are no disclosures arerequired to be made pursuant to Securities and Exchange Board of India (Share BasedEmployee 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 notaccepted any deposits from the public within the meaning of the provisions of the MasterDirection - 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 ofthe Company.

9. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 31st March 2019 and atthe date of report.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS

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

11. EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return as at the financial year ended March 31 2019 in FormMGT-9 as per Section 134(3)(a) of the Companies Act 2013 read with Rule 8 of CompaniesAct (Accounts) Rules 2014 and Rule 12 of Companies (Management and Administration) Rules2014 is annexed hereto and forms part of this report as “Annexure B”.

12. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EARNING/OUTGO

As your Company is a Non-Banking Financial Company and does not own any manufacturingunit there are no particulars with regard to disclosure under Section 134 of theCompanies 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 bythe 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 beingeligible offers himself for re-appointment. Brief profile of Mr. Lakshmi Niwas Bangur whois to be re-appointed is furnished in the Notice of the ensuing Annual General Meeting asper Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Secretarial Standard-2. The Board of Directors of your Companyrecommends the re-appointment of Mr. Lakshmi Niwas Bangur at the ensuing Annual GeneralMeeting.

b) Appointment/ Re-appointment of Directors

Pursuant to Section 149 of the Companies Act 2013 read with Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the term of office ofMr. Amitav Kothari (DIN: 01097705) Mr. Bhaskar Banerjee (DIN: 00013612) and Mr. RajivKapasi (02208714) Independent Directors of the Company appointed at the 18th AnnualGeneral Meeting for a term of five consecutive years expires on the conclusion of 23rdAnnual General Meeting of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and Board ofDirectors of the Company members are requested to approve the reappointment of the abovedirectors for a second term of five consecutive years with effect from 9th September2019.

Mr. Shreeyash Bangur (DIN: 00012825) Managing Director of the Company whose termexpires on 3rd November 2019 have been recommended by the Nomination and RemunerationCommittee Audit Committee and by the Board for re-appointment for the further period of3 (Three) years w.e.f. November 4 2019 by the shareholders at the ensuing Annual GeneralMeeting. Brief profile of Mr. Shreeyash Bangur is furnished in the Notice of the ensuingAnnual General Meeting as per Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

c) Appointment/Resignation of Key Managerial Personnel

During the year under review no Key Managerial Personnel was appointed or has resignedduring the financial year 2018-19.

14. DECLARATION BY INDEPENDENT DIRECTORS

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

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

i. Mr. Amitav Kothari

ii. Mr. Bhaskar Banerjee

iii. Mr. Rajiv Kapasi

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of theListing Regulations 2015 the Board has carried out the annual performance evaluation ofthe Directors individually as well as evaluation of the working of the Board and of theCommittees 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) ofthe Listing Regulations 2015 a separate meeting of the Independent Directors of theCompany was convened on 11th February 2019 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 viewsof executive directors and non-executive directors; assess the quality quantity andtimeliness of flow of information between the Company management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.

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

Based on the criteria the performance of the Board various Board Committees andIndividual Directors (including Independent Directors) was evaluated and found to besatisfactory.

During the year under review the Independent Directors of your Company reviewed theperformance of Non-Independent Directors and Chairperson of your Company taking intoaccount the views of Executive Director and Non-Executive Directors.

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

16. FAMILIARIZATION PROGRAMME

The Company is required to conduct the Familiarization Programme for IndependentDirectors (IDs) in terms of Regulation 25(7) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to familiarize them about the Company their rolesrights responsibilities in the Company and various updates and notifications underCompanies Act 2013 Listing Regulations 2015 Reserve Bank of India Guidelines and otherstatutes applicable to the Company.

The details of which have been given in the Corporate Governance Report annexed to thisReport and also posted on the website of the Company at its web-linkhttp://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 policyand strategy apart from other broad business. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board Meeting.

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

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

18. COMMITTEES OF THE BOARD

During the financial year ended March 31 2019 the Company has eight committees asmentioned 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- Constituted w.e.f 15.05.2018

j. IT Streeing Committee- Constituted w.e.f 15.05.2018

Details of the Committees along with their charters composition and meetings heldduring the year are provided in the Corporate Governance Report forming a part of thisAnnual Report.

19. AUDIT COMMITTEE

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

20. STAKEHOLDERS RELATIONSHIP COMMITTEE

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

21. NOMINATION AND REMUNERATION COMMITTEE

The Composition terms of reference and other details of the Committee forms part ofthe Corporate Governance Report forming part of this Annual Report. The Nomination andRemuneration Policy is annexed hereto and forms part of this report as “AnnexureC” and also posted on the website of the Company at its weblink http://www.lnbgroup.com/kiran/policies.php

22. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013. The Annual Report on CSRactivities including the details about the development of CSR Policy and initiatives takenby the Company on Corporate Social Responsibility during the year as required by theCompanies (Corporate Social Responsibility Policy) Rules 2014 are given in the Annexure‘D' to this Report. The Corporate Social Responsibility Policy has been posted onthe website of the Company at its weblink http://www.lnbgroup.com/kiran/policies.php

23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

a. Subsidiary Companies

Name of the Company Relation
1 Iota Mtech Ltd. Wholly Owned Subsidiary
2 Anantay Greenview Private Ltd. Subsidiary
3 Sarvadeva Greenpark Private Ltd. Subsidiary
4 Satyawatche Greeneries Private Ltd. Subsidiary
5 Uttaray Greenpark Private Ltd. Subsidiary
6 Sishiray Greenview Private Ltd. Subsidiary
7 Magma Realty Private Ltd. Subsidiary
8 Samay Industries Ltd. Subsidiary
9 Shree Krishna Agency Ltd. Subsidiary
10 Amritpay Greenfield Private Ltd Step down subsidiary
11 Divyay Greeneries Private Ltd Step down subsidiary
12 Sarvay Greenhub Private Ltd. Step down subsidiary

Policy for determining ‘Material' Subsidiaries

The Company has adopted a Policy on Material Subsidiaries as approved by the Board. Ithas been posted on the website of the Company at itsweblinkhttp://www.lnbgroup.com/kiran/policies.php. More details are given in the CorporateGovernance Report annexed hereto.

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

b. Associate Company

Name of the Company

1 Placid Ltd.

2 Navjyoti Commodity Management Services Ltd.

3 The Kishore Trading Co Limited

The statement in Form AOC-1 containing the salient features of the aforesaidsubsidiaries has been separately annexed hereto in terms of the first proviso to theSection 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 thecontribution of these subsidiaries to the overall performance of the Company is providedunder the Notes to the Consolidated Financial Statements.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 andRegulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Annual Report of the Company along with its Standalone and the Consolidated FinancialStatements 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 thesubsidiary companies and associates may write to the Company Secretary at the Company'sregistered office. The same is also available on the website of the Companywww.lnbgroup.com/kiran.

c. Joint Venture

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

24. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the requirements of sub section (3) of Section 129 of the CompaniesAct 2013 and other allied rules thereof and as per Regulation 33 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

For all periods up to and including the year ended 31 March 2018 the Company preparedits consolidated financial statements in accordance with accounting standards notifiedunder the section 133 of the Companies Act 2013 read together with paragraph 7 of theCompanies (Accounts) Rules 2014 (Indian GAAP or Previous GAAP). The consolidatedfinancial statements for the year ended 31 March 2019 has prepared in accordance withIndian Accounting Standards notified under section 133 of the Companies Act 2013 readtogether with the Companies (Indian Accounting Standards) Rules 2015 (as amended)(‘Ind AS') together read with the MCA notification dated 11 October 2018 which statesthe mandate for adoption of these standards by the NBFC Companies as defined under theCompanies (Indian Accounting Standards) (Amendment) Rules 2016.

These consolidated financial statements have been prepared and presented under thehistorical cost convention on the accrual basis of accounting except for certainfinancial assets and financial liabilities that are measured at fair values at the end ofeach reporting period as stated in the accounting policies set out below. The accountingpolicies have been applied consistently over all the periods presented in theseconsolidated financial statements. The Consolidated Financial Statements forms part of theAnnual Report.

25. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors of the Company has established a Vigil Mechanism for Directorsand employees and adopted the Whistle Blower Policy in terms of Section 177 of theCompanies Act 2013 and Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to report concerns about unethical behavior wrongfulconduct and violation of Company's Code of conduct or ethics policy. The details of whichhave been given in the Corporate Governance Report annexed to this Report and also postedon the website of the Company at its web link http://www.lnbgroup.com/kiran/policies.php1

26. RISK MANAGEMENT

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

Your Company has adopted the Risk Management Policy in order to ensure that all thecurrent and future material risk exposures of the Company are identified assessedquantified appropriately mitigated and managed to establish a framework for thecompany's risk management process and to ensure its wide implementation to ensuresystematic and uniform assessment of risks related with giving loans and makinginvestment to enable compliance with appropriate regulations wherever applicablethrough the adoption of best practices and to assure business growth with financialstability.

Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. These are discussed by Risk managementCommittee and the same is even referred to the Audit Committee and the Board of Directorsof the Company if required.

The composition and other details of the Risk Management Committee forms part of theCorporate Governance Report as annexed hereto.

27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS OUTSTANDING DURING THE FINANCIALYEAR

The loan given guarantee given and investment made by the Company during the financialyear ended March 31 2019 are within the limits prescribed under Section 186 of the Act.Particulars of the Loans/guarantee/ advances and Investments outstanding during thefinancial year are fully disclosed in the Note no. 32 attached to the annual accountswhich are attached with this report.

28. RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions entered into by theCompany which may have potential conflict with the interest of the Company. All contractsor arrangements or transactions entered by the Company during the financial year withrelated parties were in the ordinary course of business and on arm's length basis and arereviewed by the Audit Committee of the Board.

Further suitable disclosure as required by the Accounting Standards has been made inthe Notes to the Financial Statements.

During the year under review the Company has not entered into contracts orarrangements or transactions with related parties which comes under the purview of Section188 of the Companies Act 2013. Accordingly no transactions are reported in Form no. AOC2 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 thewebsite of the Company at its web linkhttp://www.lnbgroup.com/kiran/policies.php

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thedetails are annexed as “Annexure E” to the Annual Report.

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

30. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/ s Vinod Kothari & Co Practicing Company Secretariesto conduct the Secretarial Audit for the financial year 2018-19. The Secretarial AuditReport for the Financial Year 2018-19 is annexed hereto and forms part of this report asAnnexure ‘F' which is self-explanatory. The said Report does not contain anyqualification reservation or adverse remark.

31. STATUTORY AUDITORS

M/s. Walker Chandiok & Co. LLP Chartered Accountants bearing Registration No.001076N/N500013 have been appointed as the Statutory Auditors of the Company for a periodof 5 (five) years from the conclusion of the 19th Annual General Meeting till theconclusion of the 24th Annual General Meeting. The consent have been received from theStatutory Auditors of the Company towards ratification of their appointment for theFinancial Year 2019-20.

The Board now recommends the appointment of M/s. Walker Chandiok & Co. LLP forratification by the shareholders at the ensuing Annual General Meeting of the Company.

32. AUDITORS' REPORT

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

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Master Direction -Non-Banking Financial Company -Systemically Important Non-Deposit taking Company and Deposit taking Company (ReserveBank) Directions 2016 forms part of the Annual Report.

34. CORPORATE GOVERNANCE

The Company is committed to maintaining the premier standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India and Reserve Bank of India. The Report on Corporate Governance asstipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Master Direction - Non-BankingFinancial Company - Systemically Important Non-Deposit taking Company and Deposit takingCompany (Reserve Bank) Directions 2016 forms part of the Annual Report.

The Certificate from M/s Vinod Kothari & Co Practicing Company Secretariesconfirming compliance with the Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 of Corporate Governance alsoforms part of this Annual Report.

Further declaration by Mr. Shreeyash Bangur Managing Director stating that themembers of the Board of Directors and Senior Management Personnel have affirmed compliancewith the Code of Conduct of the board of Directors and Senior Management are annexed withthis Report.

35. PREVENTION OF INSIDER TRADING

During the year under review the Board of Directors of the Company has revised theexisting Code of Conduct for prevention of Insider Trading and Code of Practices andProcedures for fair disclosure of Unpublished Price Sensitive Information' (UPSI) in viewto make it in line with the amended provisions of the SEBI (Prohibition of InsiderTrading) Regulations 2015.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation is also available on the website of the Company viz.http://www.lnbgroup.com/kiran/investors.php

36. CEO& CFO CERTIFICATION

Certificate from Mr. Shreeyash Bangur Managing Director and Mr. Ajay Sonthalia ChiefFinancial Officer pursuant to Regulation 17(8) read with Schedule II of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the year under review formspart of this Annual Report.

37. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions on the Directors' Responsibility Statement referred inSection 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 hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively.

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

38. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down internal financial controls procedures to be followed bythe Company which ensure compliance with various policies practices and statutes inkeeping with the organization's pace of growth and increasing complexity of operations fororderly and efficient conduct of its business. The Audit Committee of the Board from timeto 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 accordancewith management's general and specific authorization. There are well laid manuals for suchgeneral or specific authorization.

b. Systems and procedures exist to ensure that all transactions are recorded as isnecessary to permit preparation of financial statements in conformity with generallyaccepted accounting principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.

c. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

d. The existing assets of the Company are verified/ checked at reasonable intervals andappropriate action is taken with respect to any differences if any.

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

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

KIRAN VYAPAR LIMITED

39. SECRETARIAL STANDARD

The Company complies with all the applicable Secretarial Standard.

40. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has in place policy on Sexual Harassment of Women at workplace in line withthe requirements of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaint Committee has been set up to redresscomplaints received. All employees (permanent contractual temporary trainees) arecovered under this policy. The Committee has not received any compliant from any employeeduring the financial year 2018-19.

41. FRAUD REPORTING

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

42. RBI GUIDELINES - COMPLIANCE

Your Company continues to carry on its business of Non-Banking Financial Company as aNon-Deposit taking Company and follows prudent financial management norms as applicable.Your Company appends a Statement containing particulars as required in terms of Paragraph18 of Master Direction - Non-Banking Financial Company - Systemically ImportantNon-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions 2016alongwith 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 (ReserveBank) Directions 2016.

43. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act 2013 with respect to maintenanceof Cost records are not applicable on the Company.

44. ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Lakshmi Niwas Bangur Shreeyash Bangur
(DIN : 00012617) (DIN : 00012825)
Chairman Managing Director

Place : Kolkata

Date : 20.05.2019