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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

Your Directors have pleasure in presenting 29th Annual Report of the Company along withthe Audited Financial Statements for the financial year ended 31st March 2022.

1. FINANCIAL RESULTS

Particulars For the Year Ended For the Year Ended
31-03-2022 31-03-2021
Rs. In Lakhs Rs. In Lakhs
Total Income 55.98 40.89
Total Expenditure (including depreciation and other expenses etc.) 73.63 56.65
Profit Before Tax (17.65) (15.76)
Less: Net Tax Expenses (0.04) 0.15
Profit After Tax (17.61) (15.91)
Other Comprehensive Income 21.89 413.32
Total Comprehensive Income 4.28 397.41
Retained Earnings-Opening Balance (155.98) (140.07)
Add/(Less): Profit for the year (17.61) (15.91)
Less: Transferred to Impairment Reserve 1.81 0.00
Retained earnings-closing balance (175.40) (155.98)

2. 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. 17.65 lakhs as compared with the last year figure ofloss before tax of Rs. 15.76 lakhs.

3. DIVIDEND

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

4. The resurgence of COVID cases in first quarter of FY 2021-22 led to increase inchallenges due to restricted movement and the disrupted economic cycle which has an impacton the result for financial year ended 31st March 2022 although quantum of such losscouldn't be ascertained.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT a. Industrial Structure anddevelopments

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

After years of enduring challenges the non-bank lenders are finally set to witness anormalisation in financial 2023 as stated by a report.

c. Threats

With the emerging variants COVID 19 could still be a major threat to the economy and amatter of concern as the operations could be affected anytime.

d. Segment-wise performance

Based on the synergies risks and return associated with the business operations and interms of IND AS-108 the Company is engaged in a single reportable segment of Non-BankingFinancial Company during the year and hence treated as single reportable segment as perIND AS-108. e. Outlook

The outlook for F.Y. 2023 looks positive with GDP of the country projected to grow over8% in F.Y. 2023.

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. TheCompany ensures adherence to all internal control policies and procedures as well ascompliance with all regulatory guidelines. The Audit Committee periodically reviewsPolicies 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.

6. SHARES a. Buyback of Securities: The Company has not bought back any of itssecurities during the year under review. b. Sweat Equity: The Company has not issued anySweat Equity Shares during the year under review. c. Bonus Shares: No Bonus Shares wereissued during the year under review. d. Employees Stock Option Plan: The Company has notprovided any Stock Option Scheme to the employees. e. Shares with Differential Rights: NoEquity Shares with differential rights were issued during the year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the Company was not required to transfer any amount toInvestor Education and Protection Fund under Section 125(2) of the Companies Act 2013.

8. CORPORATE SOCIAL RESPONSIBILITY

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

9. 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.

10. 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.

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The Company being a Non-Banking Financial Company is not required to give theseparticulars.

12. EXTRACT OF THE ANNUAL RETURN

The Annual Return shall be uploaded by the Company on Company's website atwww.lyonscorporate.com after filing the same with the Registrar of Companies andthereafter the same can be viewed by the members and stakeholders on the Company'swebsite.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the Annual General Meeting (AGM) held on 30th September 2021 members approved theappointment of Mr. Raj Kumar Jaluka (DIN: 00240875) as an Independent Director for a termof 5(Five) years w.e.f the date of that AGM.

At the Board Meeting held on 31st March 2022 the Board of directors accepted theresignation of Mr. Sushil Kumar Poddar (DIN: 00119348) from the Board of Directors of theCompany (in the capacity of Independent Director) w.e.f 25th March 2022. The Boardexpressed their note of appreciation for the invaluable service provided by Mr. SushilKumar Poddar over the years.

Based on the recommendation of the Nomination and Remuneration Committee the Board ofdirectors of the company appointed Mr. Daya Shankar Chaubey (DIN: 00357660) as anadditional director (in the category of non-executive director) w.e.f 31st March 2022whose term of office expires at the ensuing Annual General Meeting and being eligible isproposed to be appointed as a director liable to retire by rotation by the members atthe ensuing Annual General Meeting. Appropriate resolution is being placed for theapproval of the members of the Company at the ensuing Annual General Meeting.

The casual vacancy caused in the office of Independent director due to resignation ofMr. Sushil Kumar Poddar was filled in by the Board by changing the designation of of Ms.Madhumita Tapader (DIN: 07126692) from non-executive director liable to retire by rotationto Independent director for a term of term of 5(Five) years w.e.f 30th April 2022 whohas submitted a declaration that she meets the criteria of independence as provided insection 149 of the Companies Act 2013 read with applicable rules and schedule. Appropriateresolution is being placed for the approval of the members at the ensuing Annual GeneralMeeting.

Mr. Suvabrata De (DIN: 07911004) retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. Tenure of Mr. Suvabrata Deas the Managing Director of the Company is expiring on 31st August 2022. Based on therecommendation of the Nomination and Remuneration Committee Mr. Suvabrata De is proposedto be reappointed for a second term of five years commencing from 1st September 2022.Appropriate resolution is being placed for the approval of the members at the ensuingAnnual General Meeting.

The information about the directors seeking appointment/re-appointment as required byRegulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Secretarial Standard - 2 on General Meetings shall be given in theNotice convening the ensuing Annual General Meeting.

The Company has received requisite declaration from all the Independent Directors undersection 149 (7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as provided in sub-section (6). As stipulated in para VII of Schedule IVregarding Code of Independent Directors under the Companies Act 2013 and SEBI (LODR)Regulations 2015 one separate meeting of independent directors was held during the year.

14. 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 thedirectors and the Board as a whole was conducted based on the criteria and frameworkadopted by the Board. The exercise was carried out through a structured evaluation processcovering various aspects of the board functioning such as composition of the board &committees experience & competencies performance of specific duties &obligations attendance of the meetings

3 governance issues etc. Separate exercise was carried out to evaluate theperformance of individual directors who were evaluated on parameters such as attendancecontribution at the meetings and otherwise independent judgment safeguarding of minorityshareholders' interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Non-Independent 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.

15. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES

ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 The required details are provided in Annexure‘A' annexed to this Report

16. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION

OF MANAGERIAL PERSONNEL) RULES 2014

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

17. NOMINATION AND REMUNERATION POLICY i. To identify persons who are qualified tobecome directors and who may be appointed in the senior management and to lay down thecriteria thereof; ii. To recommend to the Board appointment of directors and seniormanagement personnel and their removal; iii. To evaluate the individual directorsperformance; iv. Formulate the criteria for determining the qualification positiveattribute and independence of the directors; v. Recommend to the board policy relating toremuneration for directors key managerial personnel and other employees;

At the Board Meeting held on 30th April 2022 the Board of Directors reconstituted theCommittee by admitting Mr. Daya Shankar Chaubey as a member of the Committee and Mr. RajKumar Jaluka was designated as the Chairman of the Committee in place of Mr. Sushil KumarPoddar.

The Nomination and Remuneration Committee presently comprises of three (3)non-executive directors. Mr. Raj Kumar Jaluka Independent Director is the Chairman of theCommittee.

During the financial year ended 31st March 2022 2(Two) meetings of the Nomination andRemuneration Committee was held on 4th September 2021 and 31st March 2022. The compositionand attendance detail of the committee meeting are as follows:

Name of the Committee Members Nature of Directorship Membership Attendance
Mr. Raj Kumar Jaluka Independent Director Chairman 2
Ms. Madhumita Tapader Independent Director Member 2
Mr. Sushil Kumar Poddar Independent Director Chairman 1 (*)
Mr. Daya Shankar Chaubey Non-Executive Director Member NIL (**)

(*) Resigned w.e.f 25th March 2022 and ceased to be the Chairman of the Committee w.e.fthat date. (**) Appointed as a Non-Executive director w.e.f 31st March 2022.

18. 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 30th April 2022 the Board of Directors reconstituted theCommittee by admitting Ms. Madhumita Tapader as the member of the Committee in place ofMr. Sushil Kumar Poddar.

The Audit Committee presently comprises of three members. Mr. Raj Kumar JalukaIndependent Director is the Chairman of the Committee.

During the year ended 31st March 2022 8 (Eight) meetings of the Audit Committee wereheld on 30th April 2021 13th August 2021 4th September 2021 13th November 2021 10thJanuary 2022 14th February 2022 24th February 2022 and 5th March 2022. The compositionand attendance details of the committee meetings are as follows:

Name of the Committee Members Nature of Directorship Membership Attendance
Mr. Raj Kumar Jaluka Independent Director Chairman 8
Mr. Suvabrata De Managing Director Member 8
Mr. Sushil Kumar Poddar Independent Director Member 8 (*)
Ms. Madhumita Tapader Independent Director Member NIL (**)

(*) Resigned w.e.f 25th March 2022 and ceased to be the member of the Committee w.e.fthat date. (**) Appointed as Independent Director and admitted as member of the Committeew.e.f 30th April 2022.

19. MEETINGS

A. BOARD MEETINGS

During the year under review 11 (Eleven) Board Meetings were held on 30th April 202113th August 2021 4th September 2021 14th September 2021 28th September 2021 13thNovember 2021 10th January 2022 14th February 2022 24th February 2022 5th March 2022and 31st March 2022. The attendance of each Director is as under:

Name of the Directors No. of meetings attended
Mr. Raj Kumar Jaluka 11
Mr. Suvabrata De 11
Ms. Madhumita Tapader 11
Mr. Sushil Kumar Poddar 10(*)
Mr. Daya Shankar Chaubey NIL(**)

(*) Resigned w.e.f 25th March 2022.

(**) Appointed as a Non-Executive director w.e.f 31st March 2022

B. GENERAL MEETINGS

During the year the Annual General Meeting was held on 30th September 2021. NoExtra-Ordinary General Meeting was held during the year.

20. 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 annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures if any; b) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the Profit and Loss of the Company forthat period. c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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; e) thedirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and f) thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

21. 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 isexpected to be followed by the directors and management personnel in their businessdealings and in particular on matters relating integrity in the work place in businesspractices and complying with applicable laws etc. All the directors and managementpersonnel have submitted declaration confirming compliance with the code.

22. 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 toIntegrated Enterprise Risk Management Internal Controls Management and AssuranceFrameworks and processes to drive a common integrated view of risks optimal riskmitigation responses and efficient management of internal control and assuranceactivities. This integration is enabled by all three being fully aligned across group wideRisk Management Internal Control and Internal Audit methodologies and processes.

23. 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 Vigil Mechanism and Whistle Blower Policy under which the employeesare free to report violations of applicable laws and regulations and the Code of Conduct.The reportable matters may be disclosed to the Ethics and Compliance Task Force whichoperates under the supervision of the Audit Committee. Employees may also report to theChairman of the Audit Committee. During the year under review no employee was deniedaccess to the Audit Committee.

24. 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.

25. 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 companyappointed M/s. Sancheti Baid & Co Chartered Accountants Kolkata as an InternalAuditor. The firm is authorized by the Audit Committee to assess the adequacy andcompliance of internal control process statutory requirements etc. The Audit Committeemet regularly to review reports submitted by the Internal Auditor. The Audit Committeeupon discussion with Internal Auditor set up applicable control measures for the Company.

26. 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.

27. MATERIAL CHANGES/EVENTS AND COMMITMENTS IF ANY

There are no material changes and commitments affecting the financial position of theCompany which have occurred after March 31 2022 till the date of this report. There hasbeen no change in the nature of business of your Company.

28. STATUTORY AUDITORS

At the 26th Annual General Meeting (AGM) held on 30th September 2019 the members hadappointed M/s. Mitra Kundu & Basu Chartered Accountants (FRN: 302061E) as theStatutory Auditors of the Company for a period of 5 consecutive years from the conclusionof that Annual General Meeting until the conclusion of Annual General meeting to be heldin the year 2024.

Pursuant to the rotation requirement of RBI circularDoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27 2021 M/s. Mitra Kundu & Basutendered their resignation from the position of Statutory Auditors of the Company videtheir letter dated February 24 2022 resulting into casual vacancy in the office ofStatutory Auditor of the Company under section 139(8) of the Companies Act 2013.

Based on the recommendation of the Audit Committee and the Board of Directors of theCompany the members of the company approved the appointment of M/s. Mandawewala &Associates Chartered Accountants (FRN 327768E) as the Statutory Auditor of the Company tohold office from 22nd May 2022 upto the date of ensuing Annual General Meeting. Howeverdue to disagreements with their term of appointment they resigned w.e.f. 24th May 2022.

Consequently Board appointed M/s SRB & Associates Chartered Accountants(FRN-310009E) as Statutory Auditors of the Company in place of M/s. Mandawewala &Associates for the financial year 2021-22 to hold office as statutory auditors of thecompany w.e.f 24th May 2022 till the conclusion of ensuing Annual General Meeting. Theyhave confirmed that they are not disqualified from being appointed as the StatutoryAuditors of the Company.

Appointment of auditor due to casual vacancy requires approval of the members withinthree months from the date of appointment of auditor by the Board. Necessary resolution isbeing placed seeking approval of the members for the same at the ensuing Annual GeneralMeeting which is scheduled to be held within three months from the date of the appointmentof M/s SRB & Associates by the Board of Directors.

Further based on the recommendation of the Audit Committee M/s SRB & AssociatesChartered Accountants (FRN- 310009E) is recommended to be appointed by the members of theCompany for a period of 3(Three) years commencing from the conclusion of ensuing AGM tillthe conclusion of AGM to be held in the year 2025. Appropriate resolution is beingplaced for the approval of the members of the

Company at the ensuing Annual General Meeting.The Auditors' Report for the FY 2021-22does not contain any qualification reservation or adverse remark.

29. 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.

30. 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‘C'.

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

31. 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.

32. 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.

33. 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. The Company is underthe process of revocation of suspension at Bombay Stock Exchange.

34. 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.

35. 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 Master Direction-Non-Banking Financial Company -Non- Systemically Important Non-Deposit taking Company(Reserve Bank) Directions 2016 in schedule annexed to the Balance Sheet.

36. 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.

Registered Office For and on behalf of the Board
Chatterjee International Centre
33A Jawaharlal Nehru Road Suvabrata De Madhumita Tapader
6th Floor Flat No.5 Managing Director Director
Kolkata 700071 (DIN: 07911004) (DIN: 07126692)
Dated: 30/05/2022

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