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Lyons Corporate Market Ltd.

BSE: 531441 Sector: Financials
NSE: N.A. ISIN Code: INE100F01019
BSE 05:30 | 01 Jan Lyons Corporate Market Ltd
NSE 05:30 | 01 Jan Lyons Corporate Market Ltd

Lyons Corporate Market Ltd. (LYONSCORPORATE) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting 26th Annual Report of the Companyalong with the Audited Financial Statements for the year ended 31st March 2019.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars 2018 - 2019 2017 - 2018
Profit/(Loss) before Depreciation & Taxes (21.69) (24.05)
Less : Depreciation 0.42 0.42
Profit/(Loss) before Tax (22.11) (24.47)
Provision for Taxation 0.00 0.00
Income Tax for Earlier Years (0.44) 0.01
Deferred tax (Charge)/Credit 0.13 (0.26)
Profit/(Loss) after Tax (21.80) (24.22)
Transfer to Reserve Fund 0.00 0.00
Add : Balance brought forward from Previous Year (87.54) (63.32)
Balance Carried to Balance Sheet (109.34) (87.54)

REVIEW OF BUSINESS OPERATIONS :

The Company is a Non-Banking Financial Company and is engaged in NBFC activities. TheLoss before tax for the year is Rs. 22.11 Lakhs as compared with the last year figure ofLoss before tax of Rs. 24.47 Lakhs.

DIVIDEND :

With view of brought forward losses your Directors have not recommended any Dividend.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

a) Industrial Structure and Developments

The Company operates in the Non-Banking Financial Company (NBFC) segment of Industryand is registered with the Reserve Bank of India. Its activities are limited within Indiaand are mainly engaged in the business of providing Loans and making Investment in Sharesand Securities. The performance and business strategy are dependent on the Economicenvironment and policies of the Government of India and Reserve Bank of India (RBI).

b) Opportunities

Government has announced a number of policy measures to achieve the projected GDPgrowth in 2019-20. This includes approval for large infrastructure projects addressingchallenges of mining and power sectors increasing foreign investment limits in Insuranceand Pension Asset Reconstruction Companies E-commerce Stock Exchanges Food ProcessingPorts etc. Growth in agricultural sector output and expectations of good monsoon willdrive demand from rural areas. In view of the aforesaid initiatives of the GovernmentNBFCs can also look for growth in lending activities. The scope of investment willincrease in coming years.

c) Threats

Growth of the Company's asset book quality of assets and ability to raise funds dependsignificantly on the economy. Unfavourable events in the Indian economy can affectconsumer sentiment and in turn impact consumer decision to purchase financial products.Competition from a broad range of financial service providers unstable politicalenvironment and changes in Government policies/regulatory framework could impact theCompany's operations.

d) Segment-wise Performance

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

e) Industry Outlook

The Company continues to concentrate on finance and investment activities. Eachfinancial intermediary will have to find its niche in order to add value to consumers. TheCompany is cautiously optimistic in its outlook for the year 2019-20.

f) Risks and Concerns

The performance of the Company is closely linked with the overall performance of theIndian Economy Financial and Capital Markets. The future success of the Company dependson its ability to anticipate volatility in Capital and Financial Markets and minimiserelated risks through prudent investing decisions. Hence the Management regularlymonitors the changing Economic and Market conditions in order to take timely and prudentbusiness decisions. Any slowdown in the Indian economy or volatility in the Financialand/or Capital markets could adversely affect the performance of the Company.

g) Internal Control system and their adequacy

The Company has a proper and adequate system of internal controls to ensure that allactivities are monitored and controlled against any unauthorized use or disposition ofassets and that the transactions are authorized recorded and reported correctly.

The Company ensures adherence to all internal control policies and procedures as wellas compliance with all regulatory guidelines.

The Audit Committee periodically reviews Policies and adequacy of internal controls.

h) Human Resource Development/Industrial Relation

The Company considers its human resource as the most valuable ingredient of thefunctioning of the Company and utmost endeavor is made to maintain good relation with theemployees at all levels.

SHARES:

a. Buyback of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

e. Shares with Differential Rights

No Equity Shares with differential rights were issued during the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND: Duringthe year under review the Company was not required to transfer any amount to InvestorEducation and Protection Fund under Section 125(2) of the Companies Act 2013.

CORPORATE GOVERNANCE :

As the paid-up Equity Share Capital of the Company is less than Rs. 10 Crores and itsNetworth is less than Rs.25 crores provisions relating to Corporate Governance are notapplicable to your Company. However adequate steps have been taken for better CorporateGovernance.

CORPORATE SOCIAL RESPONSIBILITY :

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

The Company has not entered into any contract or arrangement with related partiesreferred in the section 188 (1) of the Companies Act 2013 during the year under review.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013 :

The Company being a Non-Banking Financial Company is not required to give theseparticulars. EXTRACT OF THE ANNUAL RETURN :

The extract of the Annual Return in Form No. MGT - 9 is furnished in Annexure ‘A'and is attached to this Report. The same can also be accessed on the website of theCompany at www.lyonscorporate.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL :

During the year under review Mr. Krishna Awatar Agarwal (DIN: 02460626) Non-ExecutiveDirector resigned from the Board of Directors of the Company w.e.f 13thSeptember 2018.

At the Board Meeting held on 25th March 2019 it was noted by the Board ofDirectors that the first term of Mr. Sushil Kumar Poddar (DIN: 00119348) and Mr. Ram KaranGupta (DIN: 00247432) as an Independent Directors was expiring on 31st March2019.

Consequently and based on the recommendation of the Nomination and RemunerationCommittee Mr. Sushil Kumar Poddar (DIN: 00119348) and Mr. Ram Karan Gupta (DIN: 00247432)were appointed as Additional Independent Directors till the conclusion of the next AnnualGeneral Meeting and subject to the approval of the members in the ensuing Annual GeneralMeeting are proposed to be appointed as Independent Directors for a second term of fiveyears commencing from 1st April 2019 to 31st March 2024.

There has been no other change in the composition of the Board of Directors during theyear under review.

The Company has received requisite declaration from all the Independent directors ofthe Company under section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence as provided in sub-section (6).

One meeting of Independent Directors was held during the year under review.

Mr. Suvabrata De (DIN No- 07911004) retires at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment.

BOARD EVALUATION :

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Committee and Nomination and Remuneration Committee.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The exercise was carried out through astructured evaluation process covering various aspects of the board functioning such ascomposition of the board & committees experience & competencies performance ofspecific duties & obligations attendance of the meetings governance issues etc.Separate exercise was carried out to evaluate the performance of individual directors whowere evaluated on parameters such as attendance contribution at the meetings andotherwise independent judgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the NonIndependent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

NOMINATION AND REMUNERATION POLICY :

The terms of reference of the Nomination and Remuneration Committee inter alia includesthe following:

i) To identify persons who are qualified to become directors and who may be appointedin the senior management and to lay down the criteria thereof;

ii) To recommend to the Board appointment of directors and senior management personneland their removal;

iii) To evaluate the individual directors performance;

iv) Formulate the criteria for determining the qualification positive attribute andindependence of the directors;

v) Recommend to the board policy relating to remuneration for directors key managerialpersonnel and other employees;

The Nomination and Remuneration Committee presently comprises of three (3)non-executive directors.

Mr. Sushil Kumar Poddar Independent Director is the Chairman of the Committee.

During the financial year ended 31st March 2019 2 (Two) meetings of theNomination and Remuneration Committee were held on 13th September 2018 and 25thMarch 2019. The composition and attendance details of the committee meetings are asfollows:

Sl. No. Name of the Committee Members Nature of Directorship Membership Attendance
1. Mr. Sushil Kumar Poddar Non-Executive Independent Director Chairman 2
2. Mr. Ram Karan Gupta Non-Executive Independent Director Member 2
3. Ms. Madhumita Tapader Non-Executive Director Member 2

AUDIT COMMITTEE :

The role/terms of reference of the Audit Committee are in conformity with the SEBIRegulations 2015 read in conjunction with Section 177 of the Companies Act 2013.

At the Board Meeting held on 13th September 2018 the Board of Directorsreconstituted the Audit Committee by admitting Mr. Suvabrata De as a member of theCommittee due to resignation of Mr. Krishna Awatar Agarwal from the Board of Directors ofthe Company.

During the year ended 31st March 2019 6 (Six) meetings of the AuditCommittee were held on 10th April 2018 30th May 2018 13thAugust 2018 13th November 2018 14th January 2019 and 25thMarch 2019. The present composition and attendance details of the committee meetings areas follows

Sl. No. Name of the Committee Members Nature of Directorship Membership Attendance
1. Mr. Ram Karan Gupta Non-Executive Independent Director Chairman 6
2. Mr. Sushil Kumar Poddar Non-Executive Independent Director Member 6
3. Mr. Suvbrata De Managing Director Member 3

MEETINGS :

(A) BOARD MEETINGS :

During the year under review 10 (Ten) Board Meetings were held on 10thApril 2018 30th May 2018 13thAugust 2018 14thAugust2018 13th September2018 13th November 2018 16thNovember 2018 7th January 2019 14th January 2019 and 25thMarch2019.The attendance of each Director is as under:

Sl. No. Name of the Directors No. of Meetings Attended
1. Mr. Sushil Kumar Poddar 10
2. Mr. Ram Karan Gupta 10
3. Mr. Krishna AwatarAgarwal 04
4. Ms. Madhumita Tapader 10
5. Mr. Suvabrata De 10

(B) GENERAL MEETINGS

During the year the Annual General Meeting was held on 25th September2018. No Extra-Ordinary General Meeting was held during the year.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 :

The required details are provided in Annexure "B" annexed to this Report.

DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 :

The required details are provided in Annexure "C" annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT :

In terms of section 134(5) of the Companies Act 2013 with respect to DirectorsResponsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; if any

(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 and loss 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;

(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; and

(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.

CODE OF CONDUCT :

The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc.

All the directors and management personnel have submitted declaration confirmingcompliance with the code.

RISK MANAGEMENT POLICY :

Pursuant to section 134(3) (n) of the Companies Act 2013 the Board of directors ofthe Company has adopted a Risk management Policy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across group wide Risk Management Internal Control andInternal Audit methodologies and processes.

VIGIL MECHANISM/WHISTLE BLOWER POLICY :

The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a VigilMechanism and Whistle Blower Policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. The reportablematters may be disclosed to the Ethics and Compliance Task Force which operates under thesupervision of the Audit Committee. Employees may also report to the Chairman of the AuditCommittee. During the year under review no employee was denied access to the AuditCommittee.

PREVENTION OF INSIDER TRADING :

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.

All the Board of Directors and designated employees have confirmed compliance with theCode.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

During the year the Company appointed M/s Sancheti Baid & Co. CharteredAccountants Kolkata as an Internal Auditor. The firm is authorized by the Audit Committeeto access the adequacy and compliance of internal control process statutory requirementsetc. The Audit Committee met regularly to review reports submitted by the InternalAuditor. The Audit Committee upon discussion with Internal Auditor set up applicablecontrol measures for the Company.

SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS :

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

MATERIAL CHANGES :

There are no material changes and commitments affecting the financial position of theCompany have occurred between the date of financial year of the Company and date of thereport. There is no change in the nature of business of the Company.

STATUTORY AUDITORS :

At the Annual General Meeting held on 27th September 2014 members hadappointed M/s. Mandawewala & Co. Chartered Accountants (Firm Registration No.322130E) to hold office till the conclusion of the ensuing Annual General Meeting.

Pursuant to the provisions of the Companies Act 2013 the term of M/s. Mandawewala& Co. shall be completed at the conclusion of ensuing Annual General Meeting and theyare not eligible for reappointment.

The Board recommends the appointment of Mitra Kundu & Basu Chartered Accountants(Firm Registration No. 302061E) as statutory auditors of the Company to hold office fromthe conclusion of ensuing Annual General Meeting until the conclusion of sixth consecutiveAnnual General Meeting to be held in 2024.

The Auditors' Report for the FY 2018-19 does not contain any qualification reservationor adverse remark.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS :

The Company being in the financial sector requirements regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable. The Company has no foreign exchange inflow or outflow during the yearunder review.

SECRETARIAL AUDIT :

The Company has appointed Ms. Dipika Jain (ACS 50343 CP No 18466) a PracticingCompany Secretary to conduct secretarial audit pursuant to section 204 of the CompaniesAct 2013 read with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Her report in form MR-3 is attached to this report as Annexure‘D

As regards his observation made in the Secretarial Audit we are to state that thenecessary steps are being taken to comply with the requirements.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANY :

Aditya Translink Pvt. Ltd. (CIN - U17232WB1995PTC067056) ceased to be the AssociateCompany during the financial year ended 31st March 2019

DEPOSITS :

During the year under review the Company did not accept any deposits within themeaning of section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

SOCIAL OBLIGATION :

Your Company has taken up and is constantly in touch with the various socio-economicprojects for uplifting standards of living of the people in and around its estate where itoperates.

LISTING ARRANGEMENTS :

The shares of the Company continue to be listed on Bombay Stock Exchange and CalcuttaStock Exchange.

The Annual Listing Fees has been paid upto the date.

GENERAL :

Your Director further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

RBI REGULATIONS - COMPLIANCE :

Your Company continues to carry on its business of Non-Banking Financial Company andfollows prudent financial management norms as applicable. Your Company appends a Statementcontaining particulars as required in terms of Paragraph 18 of the MasterDirection-Non-Banking Financial Company-Non- Systemically Important Non-Deposit takingCompany (Reserve Bank) Directions 2016 in schedule annexed to the Balance Sheet.

ACKNOWLEDGEMENTS :

Your Directors would like to record their appreciation of the hard work and commitmentof the Company's employees and are grateful for the co-operation and support extended tothe Company 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
Suvabrata De
Managing Director
(DIN :07911004)
Ram Karan Gupta
Director
Kolkata the 30th day of May 2019. (DIN : 00247432)