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Shri Kalyan Holdings Ltd.

BSE: 532083 Sector: Financials
NSE: N.A. ISIN Code: INE079N01019
BSE 00:00 | 21 Jun Shri Kalyan Holdings Ltd
NSE 05:30 | 01 Jan Shri Kalyan Holdings Ltd
OPEN 3.13
PREVIOUS CLOSE 3.13
VOLUME 1000
52-Week high 3.13
52-Week low 3.07
P/E 78.25
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.13
CLOSE 3.13
VOLUME 1000
52-Week high 3.13
52-Week low 3.07
P/E 78.25
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shri Kalyan Holdings Ltd. (SHKALYANHOLD) - Director Report

Company director report

Dear Members

Shri Kalyan Holdings Limited

The Board of Directors of Shri Kalyan Holdings Limited with immense pleasure presentstheir 28th report on the business and operations of the Company for thefinancial year 2019-20. This report is being presented along with the Audited FinancialStatements for the year.

1. FINANCIAL PERFORMANCE OF THE COMPANY

The Company's financial performance for the year ended March 31 2020 is summarizedbelow:

{Amount in Rs.}

Particulars Financial Year Financial Year
2019-20 2018-19
Revenue
Revenue from Operations 25089457 45032712
Other Income 1295493 -
Total Revenue 26385250 45032712
Total Expenditure 31543217 43607767
Profit / (Loss) before Tax (5157966) 1424945
Add/(Less) : Provision for Tax - -
Current Tax 288671 -
MAT Credit Entitlement - -
Deferred Tax (2155157) 51590
Prior period Adjustments 123250 401430
Profit/(Loss) after Tax (3414730) 971926

Previous year figures have been re-grouped and rearranged wherever considerednecessary.

2. OPERATIONS AND COMPANY'S AFFAIRS

The net receipt from operations during the year under review were Rs. 25089457/- asagainst Rs. 45032.71/- in the previous year. The net loss before tax is Rs.(5157966)/-as against profit of Rs. 1424945/- in the previous year and the net loss after tax isRs. (3414730)/- as against profit of Rs. 971926/- in the previous year.

The Company is mainly engaged in the business of Non Banking Financing Activities andmaintained a close focus on increasing revenue. The Company has been regular in servicingall its debt obligations. Due to various ups and downs in the finance sector of thecountry has resulting into lower profits during the previous financial years.

3. TRANSFER TO RESERVES

Since the company is a Non-Banking Finance company has created a reserve fund andtransfer therein a sum not less than twenty per cent of its net profit every year asdisclosed in the profit and loss account and before any dividend is declared. Since thecompany has not earned any profit during the Financial Year 2019-20 so company is notrequired to transferred any amount to reserve.

4. DIVIDEND:

In view of the losses incurred including the losses for the financial year underreport your Directors regret their inability to recommend any Dividend for the year endedMarch 31 2020.

5. SHARE CAPITAL

During the Financial Year 2019-20 there was no change in capital structure of theCompany and paid up share capital of the Company stood at Rs. 99877500/- (Rupees NineCrore Ninety Eight Lakhs Seventy Seven Thousand and Five Hundred Only).

6. NUMBER OF MEETINGS OF THEBOARD OF DIRECTORS

During the financial year 2019-20 the Board met 05 (Five) times on May 27 2019 July26 2019 September 13 2019 December 13 2019 and February 112020.

Frequency and quorum at these meetings were in conformity with the provisions of theCompanies Act 2013 Secretarial Standard-1 and Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ('the ListingRegulations'). The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013 Secretarial Standard-1 and the Listing Regulations.

7. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All the Independent Directors of the company viz. Mr. Devendra Kumar Patni Mr. GauravSrivastava and Mrs. Priyanka Patni have submitted the declaration of independence asrequired pursuant to Section 149(7) of the Companies Act 2013 and stating that they meetcriteria of independence as per requirement of Section 149(6) of the Companies Act 2013 Regulation 16(1 )(b) and Regulation 25 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.

Further it is confirmed that in the opinion of the board the independent directorsfulfill the conditions specified in these regulations and are independent of themanagement.

Further all the Independent Directors of the company are in Compliance with code ofconduct as prescribed in schedule IV of the Companies Act 2013 and Adherence to thestandards and fulfilment of their responsibilities in a professional and faithful mannerwill promote confidence of the investment community particularly minority shareholdersregulators and companies in the institution of independent directors.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-appointment of:

• In accordance with the provisions of Section 152(6) of the Companies Act 2013and the Company's Articles of Association Mr. Rajendra Kumar Jain (DIN: 00168151) WholeTime Director of the Company who has been longest in the office is liable to retire byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment. The Board recommends his reappointment.

• Mr. Bhupendra Kumar Jain (DIN: 00168215) was re-appointed as Managing Directorof the Company at 27th Annual General Meeting held on August 30 2019 for a period of 3(three) with effect from September 12019 to August 312022.

• Mr. Rajendra Kumar Jain (DIN: 00168151) was re-appointed as Chairman andWhole-Time Director of the Company at 27th Annual General Meeting held on August 30 2019for a period of 3 (three) with effect from September 1 2019 to August 31 2022.

• Mr. Jinendra Kumar Jain (DIN: 00168251) was re-appointed as Whole-Time Directorof the Company at 27th Annual General Meeting held on August 30 2019 for a period of 3(three) with effect from September 12019 to August 312022.

• Mrs. Priyanka Patni (DIN: 00155356) Independent Director of the Company hasresigned from the directorship w.e.f. August 26 2020 i.e effective after the closure offinancial year.

During the tenure of her service she:

• exercised her duties with due and reasonable care skill and diligence and shallexercise independent judgment

• assist in forwarding equitable and independent judgment to the board

• attend actively and constructively most of the board and committee meetings.

• Promote the success of the company.

• Mrs. Arushi Jain (DIN: 08828057) is proposed to be appointed as an IndependentDirector at the ensuing AGM for a term of 5 (five) consecutive years commencing fromSeptember 29 2020. Her appointment as an Independent Director of the Company is placedbefore the members for consideration and approval.

Key Managerial Personnel:

i) Ms. Nandani Patidar Company Secretary & Compliance Officer resigned w.e.f. July31 2019.

ii) Ms. Shikha Agarwal was appointed as Company Secretary and Compliance Officer of theCompany w.e.f. August 01 2019.

9. NOMINATION & REMUNERATION POLICY:

In accordance with the provisions of section 178 of the Companies Act 2013 theCompany has Nomination and Remuneration Policy in place for Directors Key managerialPersonnel (KMP) and Senior Management Employees. The said policy is available on ourweblinki.e.www.shrikalyan.co.in/comp/Nomination-and-Remuneration-Policy.pdf. TheNomination and Remuneration Policy inter alia includes the role of Nomination andRemuneration Committee the criteria for appointment and qualifications of independentdirectors Senior Management Personnel and KMPs; the criteria for evaluating theperformance of Non-Executive Board members Senior Management Personnel and KMPs.

There has been no change in the policy since the last financial year. We affirm thatthe remuneration paid to the directors and KMPs is as per the terms laid out in theNomination and Remuneration Policy of the Company.

10. PREVENTION OF INSIDER TRADING CODE

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations 2015 the Company has adopted 'Code of Conduct toregulate monitor and report trading by Designated Persons and immediate relatives ofDesignated Persons' and 'Code of Practices and Procedures for fair disclosure ofUnpublished Price Sensitive Information'.

During the year under review the Company has amended "Code of Conduct toregulate monitor and report trading by Designated Persons and immediate relatives ofDesignated Persons" and "Code of Practices & Procedures for Fair Disclosureof Unpublished Price Sensitive Information" in line with the SEBI (Prohibition ofInsider Trading) (Amendment) Regulations 2019. The key changes include inter aliamaintenance of digital database internal controls Policy on legitimate purposes policyon leakage of Unpublished Price sensitive Information (UPSI) etc.

The Code of Practices & Procedures for Fair Disclosure of Unpublished PriceSensitive Information is available on the Company's weblink i.e.www.shrikalyan.co.in

11. AUDITORS AND AUDIT REPORTS

• Statutory Auditors

M/s S.Rakhecha & Co.Chartered Accountants Mumbai (FRN 108490W) was appointed asStatutory Auditors of the Company at the 27th Annual General Meeting held on August 302019 to hold office for a period of five consecutive years from the conclusion of the 27thAnnual General Meeting of the Company till the conclusion of 32th Annual General Meetingto be held in the year 2024.

They have confirmed their eligibility to continue as Statutory Auditors of the Companyfor the Financial Year 2020-21 under section 141 of the Companies Act 2013 and rulesframed there under.

The Report given by the Statutory Auditors on the financial statement of the Companyfor the financial year ended March31 2020 forms part of this Report. There has been noqualification reservation adverse remark or disclaimer given by the Auditors in theirReport.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard had appointed M/s V. M. & Associates Company Secretaries Jaipur (FRN:P1984RJ039200) as Secretarial Auditors of the Company to conduct the secretarial audit ofthe company for the financial year 2019-20.

The Secretarial Audit Report in form MR-3 issued by M/s V. M. & Associates CompanySecretaries in Practice for the financial year 2019-20 is annexed as Annexure I tothis report and it is self explanatory and does not contain any qualification reservationor adverse remark.

The Company has received consent and certificate of eligibility from M/s V. M. &Associates Company Secretaries Jaipur for the F. Y 2020-21 to act as SecretarialAuditors. The Board in its meeting held on June 26 2020 has re-appointed M/s V. M. &Associates Company Secretaries in Practice Jaipur as Secretarial Auditor of the Companyto carry out secretarial audit for the Financial Year 2020-21.

• Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 the Board had appointed M/s Shah Surendra &Associates Chartered Accountants Jaipur (FRN: 004666C) as Internal Auditor of theCompany to carry out the Internal Audit of the company for the F.Y. 2019-20. The InternalAudit Report is received yearly by the Company and the same is reviewed and taken onrecord by the Audit Committee and Board of Directors.

The Board in its meeting held on June 26 2020 has re-appointed M/s Shah Surendra &Associates Chartered Accountants Jaipur as Internal Auditor of the Company for the F. Y.2020-21.

• Cost records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148 (1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

12. REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review which required theStatutory Auditors and Secretarial Auditors to report to the Audit Committee and/or Boardunder Section 143(12) of the Act and Rules framed thereunder.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status and the operations of theCompany in future pursuant to Rule 8 (5) (vii) of the Companies(Accounts) Rules 2014 .

14. LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act 2013 loans made guarantees given orsecurities provided or acquisition of securities by a Non-Banking Finance company in theordinary course of its business are exempted from disclosure in the Annual Report.

15. PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the requirements of Section 188 of the Companies Act 2013 Company hasformulated a Policy on Related Party Transactions which is also available on company'sweblink at http://www.shrikalyan.co.in/comp/Policy%20on%20Related%20party%20policy_2015.pdf. The Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and Related Parties. All Related Party Transactions are placed before the AuditCommittee for review and approval. The related party transactions entered during the yearwere on Arm's Length basis.

The particulars of contracts or arrangements with related parties referred to insection 188(1) of the Companies Act 2013 in Form AOC-2 is annexed as Annexure II tothis report.

16. CODE OF CONDUCT

In Compliance with the Listing Regulations and the Companies Act 2013 the Company hasframed and adopted Code of Conduct for all Board members and senior management personnelof the Company which is available on weblink of the company i.e.www.shrikalyan.co.in/code-of-conduct.html.

All the Board members and the senior management personnel have affirmed compliance withthe Code of Conduct as on March 31 2020 and the Company has received a declaration tothis effect signed by the Managing Director of the Company.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

In early 2020 the existence of a new coronavirus named SARS-CoV-2 responsible for thedisease COVID-19 was confirmed and since then the virus has spread across the globenecessitating the World Health Organization (WHO) to declare it a global pandemic. Thepandemic has caused disruption to businesses and economic activity which has beenreflected in recent fluctuations in markets across the globe. Various governments haveintroduced a variety of measures to contain the spread of the virus. The Government ofIndia announced a country wide lockdown which still continues across large swathes of thecountry with some variations. In this nation-wide lock-down though most services acrossthe nation have been suspended some establishments like securities market intermediariesincluding our Company are exempt from the lock-down and therefore functional. There hasbeen no material change in the controls or processes followed in the closing of thefinancial statements of the Company.

The management does not at this juncture believe that the impact on the Company's islikely to be material. Since the situation is rapidly evolving its effect on theoperations of the Company may be different from that estimated as at the date of approvalof these financial results. The Company will continue to closely monitor material changesin markets and future economic conditions.

18. EXTRACT OF THE ANNUAL RETURN

As required by Section 92(3) of the Companies Act 2013 and Rule 12 (1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return inForm MGT-9 for the financial year ended March 31 2020 is annexed as Annexure III tothis report.

19. INTERNAL CONTROL SYSTEMS

The Company has established an adequate system of internal control commensurate withits size and nature of business. These systems provide a reasonable assurance in respectof efficient conduct of its business providing financial and operational informationcomplying with applicable statutes safeguarding of assets of the Company the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords the timely preparation of reliable financial disclosures and ensuring compliancewith corporate policies. The Company has adequate systems and procedures to provideassurance of recording transactions in all material respects. The Audit Committee reviewsadherence to internal control systems and internal audit reports.

20. RISK MANAGEMENT

The Company has developed and implemented a risk management policy which encompassespractices relating to identification assessment monitoring and mitigation of variousrisks to key business objectives. The Risk management framework of the Company seeks tominimize adverse impact of risks on our key business objectives and enables the Company toleverage market opportunities effectively.

Reviewed the risk management practices with distinct focus on impact of COVID - 19 onthe organisational performance physical security trading operations and key measurestaken for employee well - being alongwith efforts to keep up overall organisationalwell-being.

The various key risks to key business objectives are as follows:

Liquidity Risk: It is the risk that the Company will be unable to meet itsfinancial commitment to a Bank/Financial Institution in any location any currency at anypoint in time. Liquidity risk can manifest in three different dimensions for the Company.

Funding Risk: To replace net outflows due to unanticipated outflow.

Time Risk: To compensate for non-receipt of expected inflows of funds.

Call Risk: Due to crystallization of contingent liabilities or inability toundertake profitable business opportunities when desirable.

Interest Rate Risk: It is the risk where changes in market interest rates mightadversely affect the Company's financial condition. The short term/immediate impact ofchanges in interest rates are on the Company's Net Interest Income (NII). On a longerterm changes in interest rates impact the cash flows on the assets liabilities andoff-balance sheet items giving rise to a risk to the net worth of the Company arising outof all repricing mismatches and other interest rate sensitive positions.

21. FORMAL ANNUAL EVALUATION

In terms of the requirement of the Companies Act 2013 and the Listing Regulations anannual performance evaluation of the Board is undertaken where the Board formally assessesits own performance with an aim to improve the effectiveness of the Board and theCommittees. During the year Board Evaluation cycle was completed by the Companyinternally which includes the evaluation of the Board as a whole committees independentdirectors and other individual directors. The evaluation process focused on variousaspects of the functioning of the Board and Committees such as composition of the Boardand Committees experience and competencies performance of specific duties andobligations governance issues etc. The guidance note issue by Securities and ExchangeBoard of India on Board Evaluation was duly considered while conducting the evaluationexercise. Separate exercise was carried out to evaluate the performance of individualDirectors on parameters such as attendance contribution and independent judgement.

The process of board evaluation is carried out by Board Nomination and RemunerationCommittee and by Independent Directors in the following manner:

Board:The Board evaluated the performance of Board as whole Committeesof the Board and Individual Directors including chairperson of the Company

Nomination and Remuneration Committee:The Nomination and RemunerationCommittee evaluates the performance of all the individual Directors

Independent Directors: The Independent directors in their meetingevaluates the performance of allNon-Independent Directors Chairman and Board of Directorsas a Whole

As an outcome of the above exercise it was noted that the Board as a whole isfunctioning as a cohesive body which is well engaged with different perspectives. TheBoard Members from different backgrounds bring about different complementarities that helpBoard discussions to be rich and value adding. It was also noted that the Committees arefunctioning well and besides the Committee's terms of reference as mandated by lawimportant issues are brought up and discussed in the Committee Meetings. The evaluationexercise also suggested that the Board succession planning exercise has been embedded wellin the Board processes.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices. The Company always endeavorsto create and provide an environment that is free from discrimination and harassmentincluding sexual harassment.

In accordance with Sexual Harassment of Women at Work place (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under the Company has formed anAnti-Sexual Harassment Policy. Internal Complaints Committee (ICC) has been set up toredress complaints received regarding sexual harassment. All employees (permanenttemporary trainees) are covered under this policy.

The following is summary of sexual harassment complaints received and disposed offduring the year 2019-20.

• Number of complaints pending at the beginning of the Financial Year: NIL

• Number of complaints received during the Financial Year: NIL

• Number of complaints disposed off during the Financial Year: NIL

• Number of complaints unsolved at the end of the Financial Year: NIL

23. FIXED DEPOSITS

The Company has not invited accepted or renewed deposits from public within themeaning of Master Direction - Non-Banking Financial Companies Acceptance of PublicDeposits (Reserve Bank) Directions 2016as prescribed by Reserve Bank of India. Furtherprovisions of section 73 to 76 of the Companies Act 2013 read with The Companies(Acceptance of Deposits) Rules 2014 are not applicable on the non- banking financialCompany and no details are required to be furnished.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Your Company continuously strives to conserve energy adopt environment friendlypractices and employ technology for more efficient operations.

The particulars as prescribed under Section 134(3) (m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are as follows:

(a) Conservation of energy:

I the steps taken or impact on conservation of energy • The company is providing financial services which require normal consumption of electricity. However the company is making necessary efforts to reduce the consumption of energy.
• The office of the Company has been using LED bulbs that consume less electricity as compared to CFL and incandescent bulbs. The Company has increased the usage of low electricity consuming monitors in place of conventional monitors. The Company has started buying the new energy efficient computers that automatically goes into low power 'sleep'mode or off- mode when not in use. As a part of Green Initiative a lot of paper work at branches and Registered Office has been reduced by increased usage of technology.
II the steps taken by the company for utilizing alternate sources of energy NIL
III the capital investment on energy conservation equipment NIL

(b) Technology absorption

I the efforts made towards The technology is being used for development of new products and for improvement in the production process and quality of products. Benefits derived like product improvement cost reduction product development. The pandemic has caused disruption to businesses and economic activity which has been reflected in recent fluctuations in markets across the globe.
II The benefits derived like product improvement cost reduction product development or import substitution N.A.
III Technology Imported during the last three years
• The details of technology imported N.A.
• The year of import N.A.
• Whether the technology been fully absorbed N.A.
• If not fully absorbed areas where absorption has not taken place and he reasons thereof N.A.
IV The expenditure incurred on Research and Development Company has not incurred any expenditure on research and development during the year under review.

(c) Foreign exchange earnings and Outgo

Foreign exchange earnings and outgo is reported to be NIL during the financialyear under review.

25. AUDIT COMMITTEE

Pursuant to the Companies Act 2013 and the Listing Regulations the Company hasconstituted an Audit Committee. The Board reviews the working of the Committee from timeto time to bring about greater effectiveness in order to comply with the variousrequirements under the Companies Act 2013 and the Listing Regulations.

In accordance with the provisions of Section 177 of the Companies Act 2013 and theListing Regulations the Audit Committee comprises of three Directors two of whom areIndependent Directors. The member of the Audit Committee possesses knowledge in corporatefinance accounts and company law.

The constitution of the Audit Committee of Directors is as under:

Names of Members Designation
Mr. Devendra Kumar Patni DIN: 01647627 Chairman Independent
Mr. Gaurav Srivastava DIN: 07637558 Member Independent
Mr. Rajendra Kumar Jain DIN: 00168151 Member Whole-time Director

Terms of Reference of the audit Committee inter alia include the following:

a) The recommendation for appointment remuneration and terms of appointment ofauditors of the company;

b) Review and monitor the auditor's independence performance and effectiveness ofaudit process;

c) Examination of the financial statement and the auditor's report thereon;

d) Approval or any subsequent modification of transactions of the company with relatedparties;

e) Scrutiny of inter-corporate loans and investments;

f) Valuation of undertakings or assets of the company wherever it is necessary;

g) Evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

i) The role of Audit Committee inter alia includes the roles as prescribed inRegulation 18 of the Listing Regulations.

26. UNIFORM LISTING AGREEMENT

The Company has entered into a uniform Listing Agreement with BSE Limited December 082015 as per the requirement of Listing Regulations.

The equity shares of the company are listed with the BSE Limited under Scrip Code:532083 and the listing fee for the year 2020-21 has been duly paid.

27. ESTABLISHMENT OF VIGIL MECHANISM

As per Section 177 of the Companies Act 2013 a Vigil Mechanism has been establishedin order to ensure that the activities of the Company and its employees are conducted in afair and transparent manner by adoption of highest standards of professionalism honestyintegrity and ethical behaviour. The Whistle Blower Policy / Vigil Mechanism has beenuploaded on the website of the Company and the Weblink ishttps://www.shrikalyan.co.in/comp/Vigil%20mechanism_SKHL.pdf.

Company has established a vigil mechanism for Directors and employees to reportconcerns and unethical behavior actual or suspected fraud or violation of code of conductand ethics. It also provides for adequate safeguards against the victimization of personswho use such mechanism and make provision for direct access to the chairperson of theAudit Committee in exceptional cases.

During the year no whistle blower event was reported and mechanism is functioningwell. No personnel have been denied access to the Audit Committee.

28. CORPORATE SOCIAL RESPONSIBILITY

Company's net worth is below than Rs. 500 crore Turnover is less than Rs.1000 Croreand Net profit (Before Tax) is less than Rs. 5 Crore hence provisions of section 135 ofthe Act read with the Companies (Corporate Social Responsibility Policy) rules 2014 arenot applicable on the Company.

29. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulation the compliance with the CorporateGovernance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and NetWorth not exceeding Rs.25 crore as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since the Company falls in the ambit of aforesaid exemption (a); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it also does notform part of the Annual Report for the Financial Year 2019-20.

30. PARTICULARS OF EMPLOYEES/PERSONNEL

a. Disclosures relating to remuneration and other details as required under section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 areannexed as Annexure IV to thisreport.

b. The statement showing the names and other particulars of the top ten employeesin terms of remuneration drawn as required under rule 5(2) and rule 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed as Annexure Vto this report. However none of the employee of the Company was in receipt of theremuneration exceeding the limits prescribed under section 197 (12) read with rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

31. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given below:

INDUSTRY STRUCTURE AND DEVELOPMENTS

Non Banking Financial Companies (NBFCs) are emerging as an alternative to mainstreambanking. They are also emerging as an integral part of Indian Financial System and arecontributing commendably towards Government's agenda of financial

inclusion. NBFCs in India have recorded marked growth in recent years. The success ofNBFCs has been driven by factors like their ability to control risks to adapt to changesand create demand in markets that are likely to remain unexplored by bigger players. Thusthe need for uniform practices and level playing field for NBFCs in India is crucial.NBFCs in India are today operating in a very dynamic scenario especially after therevised regulatory framework by the RBI launched with the objective of harmonizing workingof NBFCs with banks and financial institutions and address regulatory gaps and arbitrage.Non Banking Financial Institutions (NBFIs) is a heterogeneous group of institutions thatcaters to a wide range of financial requirements and can broadly be divided into FinancialInstitutions (FIs) and Non Bank Financial Companies (NBFCs).

With the growing importance assigned to financial inclusion NBFCs have been regardedas important financial intermediaries particular for the small scale and retail sectors.These developments were upshots of various reforms and monetary policies announced by theGovernments and Central banks around the world for strengthening economies. But theoutbreak of Covid-19 grievously disrupted the supply chain and manufacturing activitiesacross economies. The world economy is now bound to plunge into a severe recession - thefirst since 1870 to be precipitated by a pandemic. The global growth for 2020 has beenanticipated to drag down to (3)%. Disruptions in supply chain dip in commodity prices andfall in capital expenditures are likely to be the key causes behind the slowdown.

OPPORTUNITIES

NBFCs are fast emerging as an important segment of Indian financial system. The successof NBFCs can be clearly attributed to their better product lines lower cost wider andeffective reach strong risk management capabilities to check and control bad debts andbetter understanding of their customer segments.

Gradually the non-banking financial Companies are being recognized as complementary tothe banking sector due to its customer-oriented services; flexibility and timeliness inmeeting the credit needs of various sectors.

In fiscal 2020 we continued to execute on this strategy and generated significantoutcomes. Specific strategic initiatives and their outcomes are described below. Forfiscal 2021 we will continue to execute our strategy along the same dimensions. Theclient market segments we serve are faced with challenges and opportunities arising fromthe COVID-19 pandemic and its resulting impact on the economy.

We believe the investments we have made and continue to make in our strategy willenable us to advise and help our clients as they tackle these market conditions.Especially in the areas of digitization of processes migration to cloud basedtechnologies workplace transformation business model transformation and enhanced cybersecurity controls. "Over the years global enterprises have continued to become moredigital. The recent crisis has changed the clock-speed of enterprise digitization frommonths to weeks and days greatly reducing the gap between velocity of experimentation andimplementation at scale. Scaling agile digital will be the new normal."

THREATS RISKS & CONCERNS

Being an NBFC the Company has to face various threats viz High cost of funds Slowindustrial growth Stiff competition with NBFCs as well as with banking sectorNonperforming assets etc. The Company is also dealing in shares & Stock trading whichis unforeseen in terms of the performance of the industries economic scenario. TheCompany is exposed to several market risks like credit risk liquidity risk and interestrate risk. The volatility of the capital markets in which your Company operates is also amajor cause of concern to the Company.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company is engaged primarily in the business of financing and also engaged in thebusiness of Investment & Trading of Securities. During the F.Y 2019-20 the Companyhas bearednet loss of Rs. 3414730/-and 95.09% income out of total income was earnedthrough financing activity of the Company.

OUTLOOK

The COVID-19 impact on the economy will last for a longer period. However thecontainment efforts and measures are expected to decrease gradually. The recovery speedand the probability of the vaccine will play a crucial role in the overall recovery.Additionally economy-supporting sectors have been encouraged to resume their functioningby the Government for stabilising the economy. According to the IMF estimates the globaleconomy is projected to grow by 5.8% in 2021 supported by policy and fiscal reforms whichwill strengthen the economy's growth.

In the short term the measures taken by the Government are expected to reduce theimpact of Covid-19 and help spureconomic activities. With a growth rate of 3.7% theagriculture and allied sector remained resilient during the year. The Indian GDP isexpected to be impacted substantially in 2021 due to COVID-19. Besides favourableinternational oil prices are likely to keep India's inflation rates manageable and lowerits current account and fiscal deficit.

The Outlook of the Company for the year ahead is to diversify risk. The markets willcontinue to grow and mature leading to differentiation of products and services. 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 2020-21.

INTERNAL CONTROL SYSTEMS:

Please refer para 20 of Board's Report

INFORMATION TECHNOLOGY

Your Company believes that use of the technology in an optimum manner in its businessoperations is essential to achieve business goals. In the Financial Year 2019-20 majorupgrades and changes have been carried out in the Information Technology infrastructureand related systems of your Company so as to keep in pace with the business andtechnological requirements.

FINANCIAL PERFORMANCE

Company is a BSE listed Non Banking Financial Company (NBFC). The Revenue from the nonbanking financial activities during the financial year 2019-20 is Rs. 25816040/-andfrom investment and trading activities is Rs. 569210/- as against Rs. 43652770/- andRs. 1379943/- respectively in the previous year and net loss after tax during thefinancial year 2019-20 is Rs. (3414730/-) as against net profit of Rs. 971926/-respectively in the previous year.

The Net worth of the Company has been increased from Rs. 88576088/- to 85161358/-which shows that the company is continued to deliver a sound financial performance in theinterest of stakeholders.

HUMAN RESOURCES

The Company recognizes people as its most valuable asset and has built an open andtransparent culture to nurture this asset. The Company is committed to strive towards fullengagement of all its employees to ensure safe working conditions and safe behaviour aswell as take care of their health. The Company provides a fair and equitable workenvironment to all its employees. The Company is continuously working to create andnurture an atmosphere which is highly motivated and result oriented. The employeerelations have continued to be harmonious throughout the year. The Company has ninepermanent employees as on March 312020.

Details of significant changes (i.e. change of 25% or more as compared to theimmediately previous financial year) in key financial ratios along with detailedexplanations therefor including:

Particulars of Ratio F.Y. 2019-20 F.Y. 2018-19 Change in % Reason (if more than 25% change)
Debtors Turnover Ratio N.A. N.A. N.A. N.A.
Inventory Turnover Ratio N.A. N.A. N.A. N.A.
Interest Coverage Ratio (82.35) Less earnings are available to meet interest payments and that the business is more vulnerable to increases in interest rates.
Current Ratio 0.15 275.00 The company has enough cash to pay their immediate debts The higher the ratio the more capable the company.
Debt Equity Ratio 2.13 2.73 21.98 Company's liabilities are more than its assets
Operating Profit Margin % -13.61 2.16 (80.78) Due to various ups and downs in the finance sector of the country.
Net Profit Margin % -13.61 2.16 (7.30) Due to various ups and downs in the finance sector of the country.

Details of any change in Return on Net Worth as compared to the immediately previousfinancial year.

Particulars F.Y. 2019-20 F.Y. 2018-19
Net Worth
Share Capital 99877500 99877500
Reserve & Surplus (14716142) (11301412)
Net Worth (A+B) 85161358 88576088
Profit After Tax (3414730) 971926
Return on Net Worth -4.009% 1.097%

CAUTIONARY NOTE

Certain statements in this Report may be forward-looking and are stated as may berequired by applicable laws and regulations. Actual results may vary from those expressedor implied depending upon economic conditions Government policies and other incidental /related factors.

32. DISCLOSURE ON SECRETARIAL STANDARDS

The company complies with all applicable standards issued by the Institute of CompanySecretaries of India. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable Secretarial Standards and that such systems are adequateand operating effectively.

33. DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act 2013 the Board of Directors ofthe Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards had been followed and there are no 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 or 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 the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accountsof the company for the year ended onMarch 312020 on a going concern basis;

e) the directors have 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 have devised proper systems to ensure compliances with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

34. ACKNOWLEDGEMENT

The Board of Directors places on record its deep sense of appreciation to employees atall levels on their hard work dedication and commitment.The Board also thank all theshareholders investors vendors service providers bankers and all other stakeholdersfor their continued and consistent support to the Company during the year.The Boardmembersare also deeply touched by the efforts sincerity and loyaltydisplayed by the employeesduring theCOVID-19 pandemic andwithout whom the growth of the Company is unattainable.

Your Directors would like to make a special mention of the support extended by thevarious Departments of Government of India the State Governments the Tax Authoritiesthe Ministry of Commerce Reserve Bank of India Ministry of Corporate Affairs Ministryof Finance Securities and Exchange Board of India Stock Exchanges and othergovernmental/ semigovernmental bodies and look forward to their continued support in allfuture endeavours.

For and on behalf of Board of Directors
For Shri Kalyan Holdings Limited
Sd/-
Rajendra Kumar Jain
Chairman and Whole -Time Director
DIN: 00168151
Place: Jaipur Registered Office: B-19 Lal Bahadur Nagar
Date: August 26 2020 Malviya Nagar Jaipur-302017 (Rajasthan)

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