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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 3.13
P/E 11.59
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 3.13
P/E 11.59
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 29th report on the business and operations of the Company for thefinancial year 2020-21. 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 2021 is summarizedbelow: (Rs. in lakhs)

Particulars Financial Year 2020-21 Financial Year 2019-20
Revenue
Revenue from Operations 210.11 250.90
Other Income 8.49 12.95
Total Revenue 218.60 263.85
Total Expenditure 230.77 315.43
Profit / (Loss) before Tax (12.16) (51.58)
Add/(Less) : Provision for Tax -
Current Tax - 2.89
MAT Credit Entitlement - -
Deferred Tax 1.53 (21.55)
Prior period Adjustments 1.68 1.23
Profit/(Loss) after Tax (8.96) (34.15)

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 was Rs. 210.11 lakhs asagainst Rs. 250.90 lakhs in the previous year. The net loss before tax is Rs. 12.16lakhs as against loss of Rs. 51.58 lakhs in the previous year and the net loss after taxis Rs. 8.96 lakhs as against loss of Rs. 34.15 lakhs in the previous year. The Company ismainly engaged in the business of Non Banking Financing Activities and maintained a closefocus on increasing revenue. The Company has been regular in servicing all its debtobligations. Due to various ups and downs in the finance sector of the country hasresulting into lower profits during the previous financial years.

Despite the challenging business environment by the unforeseen impact of the COVID-19pandemic your Company was able to run its operations effectively and efficiently.COVID-19 has had a catastrophic impact on people and economy globally. We in Shri KalyanHoldings Limited focused on safety of employees stakeholders and towards the growth ofCompany as well as society with commitment to serve the customer and shareholders to theirsatisfaction and better experience. Your Directors wish to place on record theirappreciation to the Company's employees suppliers customers & Government authoritiesfor their selfless efforts which helped your Company reach normalcy in operations withinfew months of lock-down. Your Company shall review the long term impact of the pandemicand shall take necessary steps to adapt itself to emerging changes and the new normal.

3. TRANSFER TO RESERVES

Since the company is a Non-Banking Finance company it 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 2020-21 so company is notrequired to transfer 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 2021.

5. SHARE CAPITAL

During the Financial Year 2020-21 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 THE BOARD OF DIRECTORS

During the financial year 2020-21 the Board met 04 (Four) times on June 26 2020August 26 2020 November 09 2020 and February 11 2021. Frequency and quorum at thesemeetings were in conformity with the provisions of the Companies Act 2013 SecretarialStandard-1 and Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (‘the Listing Regulations'). The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013 readwith General Circular No. 11 /2020 dated March 24 2020 Secretarial Standard-1 and theListing Regulations.

7. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both undersub-section (6) of section 149 of the Companies Act 2013 and Regulation 16(1) (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and also a declarationas per Rule-6 of the Companies (Appointment and Qualification of Directors) Rules 2014amended as on date has been received from all the independent directors. Further in theopinion of the Board Independent Directors of the company are persons of high integrityexpertise and experience and thus qualify to be appointed/ continue as IndependentDirectors of the Company. Further as required under section 150(1) of the Companies Act2013 they have registered themselves as Independent Directors in the independent directordata bank.

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

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and theCompany's Articles of Association Mr. Jinendra Kumar Jain (DIN: 00168251) Whole TimeDirector 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 forreappointment. The Board recommends his reappointment. Mr. Rajendra Kumar Jain (DIN:00168151) Whole Time Director of the Company was liable to retire by rotation at theprevious Annual General Meeting held on September 29 2020 and being eligible offeredhimself for re-appointment. The Board approved his reappointment. Mrs. Priyanka Patni(DIN: 00155356) Independent Director of the Company has resigned from the directorshipw.e.f. August 26 2020. During the tenure of her service she: exercised her duties withdue and reasonable care skill and diligence and shall exercise independent judgmentassist 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) was appointed as an Independent Director at the 28thAnnual General Meeting for a term of 5 (five) consecutive years commencing from September29 2020.

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 our weblink i.e. https://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. Therehas been change in the policy since the last financial year. We affirm that theremuneration paid to the directors and KMPs is as per the terms laid out in the Nominationand 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'. The trading window is closed during the time ofdeclaration of results and occurrence of any material events as per the code. The Code ofPractices & Procedures for Fair Disclosure of Unpublished Price Sensitive Informationis available on the Company's web link i.e. https://www.shrikalyan.co.in/comp/cfd.pdf.

11. AUDITORS AND AUDIT REPORTS

Statutory Auditors

In line with the requirements of the Companies Act 2013 M/s S.Rakhecha & Co.Chartered Accountants Mumbai (FRN 108490W) was appointed as Statutory Auditors of theCompany at the 27th Annual General Meeting held on August 30 2019 to holdoffice for a period of five consecutive years from the conclusion of the 27thAnnual General Meeting of the Company till the conclusion of 32nd AnnualGeneral Meeting to be held in the year 2024. They have confirmed their eligibility tocontinue as Statutory Auditors of the Company for the Financial Year 2021-22 under section141 of the Companies Act 2013 and rules framed there under. The Report given by theStatutory Auditors on the financial statement of the Company for the financial year endedMarch 31 2021 forms part of this Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.

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 2020-21. The Secretarial Audit Report in form MR-3issued by M/s V. M. & Associates Company Secretaries in Practice for the financialyear 2020-21 is annexed as Annexure I to this report and it is self explanatory anddoes not contain any qualification reservation or adverse remark except on compliancerelated to provisions of Section 179 read with Section 117 of the Companies Act 2013where the company did not file Form MGT-14 for approval of Board's Report of the Companyfor the Financial Year ended on March 31 2020 to Registrar of Companies (ROC) within thetime limit as specified in the provisions of the Act.

Management Response: The Company has initiated the process of Condonation of delayin compliance with the above observation.

The Company has received consent and certificate of eligibility from M/s V. M. &Associates Company Secretaries Jaipur for the F.Y. 2021-22 to act as SecretarialAuditors. The Board in its meeting held on June 29 2021 has re-appointed M/s V. M. &Associates Company Secretaries Jaipur as Secretarial Auditor of the Company to carry outsecretarial audit for the Financial Year 2021-22.

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 Auditors of theCompany to carry out the Internal Audit of the company for the F.Y. 2020-21. 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 onJune 29 2021 has re-appointed M/s Shah Surendra & Associates Chartered AccountantsJaipur as Internal Auditors of the Company for the Financial Year 2021-22.

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 there under.

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

All related party transactions that were entered into during the financial year were onarm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the SEBI (LODR) Regulations. There are no materialsignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons and their relatives which may have apotential conflict with the interest of the Company at large. Particulars of contracts orarrangements with related parties referred to Section 188(1) of the Act in the prescribedform AOC-2 is annexed herewith as Annexure II.

All related party transactions are placed before the Audit Committee and the Board ofDirectors for their review and approval. The Board has also framed a policy on relatedparty transactions and a policy on Material Subsidiaries. These are available on theCompany's website athttps://www.shrikalyan.co.in/comp/Policy%20on%20Related%20party%20policy_2015.pdf.

16. CODE OF CONDUCT

In Compliance with the SEBI Listing Regulations and the Companies Act 2013 theCompany has framed and adopted Code of Conduct for all Board members and senior managementpersonnel of the Company which is available on web link of the company i.e.https://www.shrikalyan.co.in/code-of-conduct.html . All the Board members and the seniormanagement personnel have affirmed compliance with the Code of Conduct as on March 312021 and the Company has received a declaration to this effect signed by the ManagingDirector of the Company.

17. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION

OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANYTO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There have been no material changes and commitments which affect the financial positionof the Company that have occurred between the end of the financial year to which thefinancial statements relate and the date of this report.

Impact of COVID-19 Pandemic

The disruption created by the outbreak of Covid-19 pandemic has significantly impactedthe operations earlier during the year. The Company has taken into account the relevantinternal and external information in the preparation of its financial statements. Howevergiven the evolving scenario and uncertainties with respect to its nature and duration theimpact may be different from estimates as on the date of approval of financial statements.The Company will continue to monitor any material changes to its future business andeconomic conditions.

18. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act read with Companies (Managementand Administration) Rules 2014 the annual return in the prescribed form is available onthe website of the Company at https://www.shrikalyan.co.in/annual-general-meeting.html.

19. INTERNAL FINANCIAL CONTROLS

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 – 19on the organizational performance physical security trading operations and key measurestaken for employee well – being along with efforts to keep up overall organizationalwell-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 reprising mismatches and other interest rate sensitive positions.

21. FORMAL ANNUAL EVALUATION

In terms of the requirement of the Companies Act 2013 and the SEBI ListingRegulations an annual performance evaluation of the Board is undertaken where the Boardformally assesses its own performance with an aim to improve the effectiveness of theBoard and the Committees. During the year Board Evaluation cycle was completed by theCompany internally which includes the evaluation of the Board as a whole committeesindependent directors and other individual directors. The evaluation process focused onvarious aspects of the functioning of the Board and Committees such as composition of theBoard and 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 judgment. Theprocess of board evaluation is carried out by Board Nomination and Remuneration Committeeand by Independent Directors in the following manner:

Board: The Board evaluated the performance of Board as whole Committees of theBoard and Individual Directors including chairperson of the Company.

Nomination and Remuneration Committee: The Nomination and Remuneration Committeeevaluates the performance of all the individual Directors.

Independent Directors: The Independent director in their meeting evaluates theperformance of all Non-Independent Directors Chairman and Board of Directors as a Whole.As an outcome of the above exercise it was noted that the Board as a whole is functioningas a cohesive body which is well engaged with different perspectives. The Board Membersfrom different backgrounds bring about different complementarities that help Boarddiscussions 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 Prohibition and Redressal) Act 2013 and the rules framed there under theCompany has formed an Anti-Sexual Harassment Policy. Internal Complaints Committee (ICC)has been set up to redress complaints received regarding sexual harassment. All employees(permanent temporary trainees) are covered under this policy. The following is summaryof sexual harassment complaints received and disposed off during the year 2020-21. Numberof complaints pending at the beginning of the Financial Year: NIL Number of complaintsreceived during the Financial Year: NIL Number of complaints disposed off during theFinancial Year: NIL Number of complaints unsolved at the end of the Financial Year: NIL

23. 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 2016 as 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 AND OUTGO

Your Company continuously strives to conserve energy adopt environment friendlypractices and employ technology for more efficient operations. The particulars asprescribed under Section 134(3) (m) of the Companies Act 2013 read with 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 technology absorption 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 N.A.
The details of technology imported N.A.
The year of import 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 the Company has constituted an Audit Committee.The Board reviews the working of the Committee from time to time to bring about greatereffectiveness in order to comply with the various requirements under the Companies Act2013. In accordance with the provisions of Section 177 of the Companies Act 2013 theAudit Committee comprises of three Directors two of whom are Independent Directors. Themember of the Audit Committee possesses knowledge in corporate finance accounts andcompany law. The Audit Committee met 4 (four) times during the financial year 2020-21 on:June 26 2020 August 26 2020 November 09 2020 and February 11 2021.

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

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

Terms of Reference of the audit Committee inter alia include the following: a) Therecommendation for appointment remuneration and terms of appointment of auditors of thecompany; b) Review and monitor the auditor's independence performance and effectivenessof audit process; c) Examination of the financial statement and the auditor's reportthereon; d) Approval or any subsequent modification of transactions of the company withrelated parties; e) Scrutiny of inter-corporate loans and investments; f) Valuation ofundertakings or assets of the company wherever it is necessary; g) Evaluation of internalfinancial controls and risk management systems; h) Monitoring the end use of funds raisedthrough public offers and related matters.

26. UNIFORM LISTING AGREEMENT

The Company has entered into a uniform Listing Agreement with BSE Limited December 082015 as per the requirement of SEBI Listing Regulations. The equity shares of the companyare listed with the BSE Limited under Scrip Code: 532083 and the listing fee for the year2021-22 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 behavior. The Whistle Blower Policy / Vigil Mechanism have beenuploaded on the website of the Company and the web link ishttps://www.shrikalyan.co.in/comp/Vigil%20mechanism_SKHL.pdf. Company has established avigil mechanism for Directors and employees to report concerns and unethical behavioractual or suspected fraud or violation of code of conduct and ethics. It also provides foradequate safeguards against the victimization of persons who use such mechanism and makeprovision for direct access to the chairperson of the Audit Committee in exceptionalcases. 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 Rs. 500 crore Turnover is less than Rs.1000 crore and Netprofit (Before Tax) is less than Rs. 5 crore hence provisions of section 135 of the Actread with the Companies (Corporate Social Responsibility Policy) rules 2014 are notapplicable 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 Net Worthnot exceeding Rs.25 crore as on the last day of the previous financial year; b. ListedEntity 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 2020-21.

30. PARTICULARS OF EMPLOYEES/PERSONNEL a. Disclosures relating to remuneration andother details as required under section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014areannexed as Annexure III to this report. b. The statement showingthe names and other particulars of the top ten employees in terms of remuneration drawnas required under rule 5(2) and rule 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014is annexed as Annexure IV to this report.However none of the employee of the Company was in receipt of the remuneration exceedingthe limits prescribed under section 197 (12) read with rule 5(2) of the 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 one of the most criticalpillars for financial services in India. They play an important role in reaching out to ahitherto under / unserved and thereby broad-basing the formal lending ecosystem. NBFCscater to the needs of both retail as well as commercial sectors and at times developstrong niches with their specialized credit delivery models that even larger playersincluding banks have found hard to match. They play a critical role in supporting economicgrowth across income levels sectors as well as geographies and in doing so leading tomore employment opportunities and greater wealth creation. The challenging macroeconomicenvironment weaker than expected demand liquidity concerns and lower investorconfidence in the sector led to a significant moderation in the financial performance inFY 2019-20. While there were green shoots of recovery in the second half of the year thespread of COVID-19 at the beginning of FY 2020-21 significantly altered the growthoutlook. The whole country witnessed a lockdown at the beginning of the financial yearwhich curtailed any hope for economic recovery post the lows of FY 2019-20. The financialservices were severely hit during this time as on one hand the demand for creditplunged and on the other hand the quality of the book worsened. The first half of FY2020-21 saw the first wave of the pandemic peaking in the month of September and graduallylowering down by February. This period was accompanied by an upswing in the business aswell as financial performance of the sector with most of the NBFCs reaching pre-COVIDbusiness volumes as well as collections in the fourth quarter of the year. However withthe second wave hitting the country and the consistent rise in the number of newinfections there may again be significant disruption in the business operations affectingall segments – retail as well as commercial. The Company remains cautious on thegrowth outlook for the next year while keeping a close watch on the evolving healthcaresituation pace of vaccinations monsoons commodity prices and how the government andregulators assess and address the economic downslide with various fiscal and monetarypolicy measures. With the focus on both protecting lives as well as livelihoods throughmass vaccinations as well as micro-containment strategy a faster economic recovery in thesecond wave is anticipated. Furthermore the concerted efforts of the government alongwith the strong participation from private sector should go a long way in effectivelyhandling the pandemic and its after-effects.

THE COVID-19 PANDEMIC

Consequent to the outbreak of the COVID-19 pandemic the Indian Government announced alockdown in March 2020. Subsequently the national lockdown was lifted by the Governmentbut regional lockdowns continue to be implemented in areas with a significant number ofCOVID-19 cases. The impact of COVID-19 including changes in customer behavior andpandemic fears as well as restrictions on business and individual activities has led tosignificant volatility in global and Indian financial markets and a significant decreasein global and local economic activities. The slowdown during the year led to a decrease inloan originations and the efficiency in collection efforts. This may lead to a rise in thenumber of borrowers' defaults and consequently an increase in corresponding provisions.The extent to which the COVID-19 pandemic including the current "second wave"that has significantly increased the number of cases in India will impact the Company'sperformance and will depend on the ongoing as well as future developments which arehighly uncertain. The Company has assessed the potential impact of COVID-19 on thecarrying value of its assets based on relevant internal and external factors / informationavailable upto the date of approval of these financial statements.

OPPORTUNITIES AND THREATS

NBFCs have played an important role by providing funding to the unbanked sector bycatering to the diverse financial needs of the customers. Further such companies play acritical role in participating in the development of an economy by providing a fillip totransportation employment generation wealth creation bank credit in rural segments andto support financially weaker sections of the society. In first half of FY 2020-21collections were impacted due to the announcement of lock down and rescheduling ofpayments as per the COVID-19 - Regulatory Package announced by the Regulator on repaymentsbetween March 1 2020 to August 31 2020. With the increase in economic activity postpartial lockdowns being lifted collection efficiencies across the lending entities haveimproved post September 2020. We believe the investments we have made and continue tomake in our strategy will enable us to advise and help our clients as they tackle thesemarket conditions. Especially in the areas of digitization of processes migration tocloud based technologies workplace transformation business model transformation andenhanced cyber security controls. "Over the years global enterprises have continuedto become more digital. The recent crisis has changed the clock-speed of enterprisedigitization from months to weeks and days greatly reducing the gap between velocity ofexperimentation and implementation at scale. Scaling agile digital will be the new normal.

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 second wave of COVID-19 and its potential impact has nowraised questions on the economic growth and credit off take in India. Imposition of suddenlock downs / delay in vaccination program could result in a deeper economic recession innear future posing threats for our lending business and may impact disbursals andconsequent growth in the portfolio.

RISKS & CONCERNS

The Company is exposed to several market risks like credit risk liquidity risk andinterest rate risk. The Company has assessed the impact of the pandemic on its operationsand its assets including the value of its investments and loans and advances as at March31 2021. The management does not at this juncture believe that the impact on the valueof the Company's assets is likely to be material. However since the revenue of theCompany is ultimately dependent on the value of the assets it manages and changes inmarket conditions. Since the situation is rapidly evolving its effect on the operationsof the Company may be different from that estimated as at the date of approval of thesefinancial results. The Company will continue to closely monitor material changes inmarkets and future economic conditions.

SEGMENT WISE OR PRODUCT WISE PERFORMANCE

The Company is engaged primarily in the business of financing. During the F.Y. 2020-21the Company has bearded net loss of Rs. 8.96 lakhs as against loss of Rs. 34.15 lakhs and96.12% income out of total income was earned through 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 stabilizing the economy. In the short term the measures taken bythe Government are expected to reduce the impact of Covid-19 and help spur economicactivities. The Outlook of the Company for the year ahead is to diversify risk. Themarkets will continue to grow and mature leading to differentiation of products andservices. Each financial intermediary will have to find its niche in order to add value toconsumers. The Company is cautiously optimistic in its outlook for the year 2021-22.

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.

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 2020-21 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 2020-21 is Rs. 213.13 lakhs asagainst Rs. 258.16 lakhs in the previous year and net loss after tax during the financialyear 2020-21 is Rs. 8.96 lakhs as against net loss of Rs 34.15 lakhs in the previous year.The Net worth of the Company for the financial year 2020-21 is Rs. 842.66 lakhs as againstRs. 851.61 lakhs in the previous year.

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 behavior 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 31 2021. Details of significant changes (i.e. change of25% or more as compared to the immediately previous financial year) in key financialratios along with detailed explanations therefore including:

Particulars of Ratio F.Y. 2020-21 F.Y. 2019-20 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 92.95% 72.99% 19.96% -
Current Ratio 152.84% 152.35% 0.49% -
Debt Equity Ratio 159.00% 150.10% 8.90% -
Operating Profit Margin % -18.95% -16.21% -2.74% -
Net Profit Margin % -5.79% -20.56% 14.77% -

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

Particulars F.Y. 2020-21 F.Y. 2019-20
Share Capital 998.78 998.78
Reserve & Surplus (156.19) (147.16)
Net Worth (A+B) 842.66 851.61
Profit/Loss After Tax (8.96) (34.15)
Return on Net Worth (1.06%) (4.01%)

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 accountsfor the year ended March 31 2021 the applicable accounting standards had been followedand there are no material departures; b) the directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit or loss of the Company for thatperiod; c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;d) the directors had prepared the annual accounts of the company for the year ended onMarch 31 2021 on a going concern basis; e) the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively and; f) the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate 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 thanks all theshareholders investors vendors service providers bankers and all other stakeholdersfor their continued and consistent support to the Company during the year. The Boardmembers are also deeply touched by the efforts sincerity and loyalty displayed by theemployees during the COVID-19 pandemic and without whom the growth of the Company isunattainable.

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/ semi-governmental bodies and look forward to their continued support in allfuture endeavors.

We wish and pray for all to stay safe healthy and happy!

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 14 2021 Malviya Nagar Jaipur-302017 (Rajasthan)

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