The Directors present the Thirty Ninth Annual Report and Audited Accounts of the
Company for the year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
The financial performance of the Company is as follows:
Rs. In lakh
| Particulars |
Standalone |
Consolidated |
|
Financial Year |
Financial Year |
Financial Year |
Financial Year |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
2500.22 |
5554.01 |
2814.17 |
6100.19 |
| Other Income |
7.33 |
15.80 |
7.60 |
15.80 |
| Total Revenue |
2507.55 |
5569.81 |
2821.77 |
6115.99 |
| Profit before Tax |
1359.82 |
3722.03 |
1585.68 |
4190.37 |
| Less: Tax expense |
141.13 |
441.25 |
198.35 |
533.95 |
| Profit after Tax |
1218.69 |
3280.78 |
1387.33 |
3656.42 |
| Other Comprehensive income for the year |
(277.58) |
212.50 |
(255.15) |
214.68 |
| Total Comprehensive Income / (loss) for the year |
941.11 |
3493.28 |
1132.18 |
3871.10 |
| Earnings per equity share (Face Value of Rs.10/- each) |
|
|
|
|
| - Basic and Diluted (in Rs.) |
9.70 |
26.09 |
11.04 |
29.09 |
RESERVE
The Company during the year under review has transferred Rs. 243.74 lacs to Special
Reserve as per applicable regulation for NBFCs, prescribed by the Reserve Bank of India
Act, 1934.
DIVIDEND
Your Directors are pleased to recommend a Dividend of Rupee 1/- (10 %) per equity share
of Rs. 10/- each for the financial year 202223, which is subject to consideration and
approval of the Shareholders at the ensuing Annual General Meeting of the Company, and
shall be paid within the statutory period to those members whose names appear in the
Register of Members as on the date of book closure.
The total outflow on account of the proposed dividend shall amount to Rs. 125.69 lakhs.
PERFORMANCE REVIEW
The Company has prepared the financial statement in accordance with the Act and Ind AS.
The Companys revenue from operation decreased to Rs.2500.22 lacs from Rs. 5554.01 lacs
and Other Income also decreased to Rs.7.33 lacs from 15.80 lacs. There is a net profit
after tax of Rs. 1218.69 lakhs as against net profit of Rs. 3280.78 lakhs in the previous
year.
SHARE CAPITAL
During the year under review, there is no change in the Share capital of the Company.
Further the Company has not issued any sweat equity shares or bonus shares or equity
shares with differential rights.
FIXED DEPOSITS
The Company has no public deposits as of date and will not accept any deposits without
prior approval of the Statutory Authorities concerned.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Auditors function
is defined in their letter of engagement. To maintain its objectivity and independence,
the Internal Audit function reports to the Chairman of the Audit Committee of the Board
& to the Executive Chairman.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the Board.
RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner.
The Board of the Company at regular intervals monitors the financial, operational,
legal risk to the Company. There is no risk, which in the opinion of the Board which may
threaten the existence of the Company.
Pursuant to section 134 (3) (n) of the Act it is stated that at present the company has
not identified any element of risk which may threaten the existence of the Company.
INDIAN ACCOUNTING STANDARD (IND AS)
The Company has adopted Indian Accounting Standards ("IND AS") from April 01,
2019 with a transition date of April 01, 2018. Accordingly, the financial statement for
the year 2022-23 have been prepared in accordance with IND AS, prescribed under Section
133 of the Act, read with the relevant rules issued thereunder and the other recognised
accounting practices and policies to the extent applicable.
SUBSIDIARY, JOINT VENTURE, HOLDING COMPANY AND ASSOCIATE COMPANIES
As per the Circular No. 51/12/2007-CL-IH dated 8th February, 2011 issued by
Government of India, Ministry of Corporate Affairs, the required financial information in
the consolidated balance sheet is given in respect of Companys subsidiary i.e. Bond
Street Capital Private Limited (erstwhile Gayatri Cement and Chemical Industries Private
Limited), in Form AOC 1 annexed to this Report as "Annexure I".
Annual accounts of the Subsidiary Company and the related detailed information shall be
available to shareholders of the Company and Subsidiary Company seeking such information
at any point of time and also kept open for inspection by any shareholders in the
Registered office of the Company and Subsidiary Company.
The annual accounts of the aforesaid subsidiary and the related detailed information
shall also available to shareholders of the Company, seeking such information at Companys
website i.e. www. lkpfinance.com. The Company does not have any joint ventures / associate
/ holding company.
CONSOLIDATED FINANCIAL STATEMENT
During the year under review, the Board has reviewed the affairs of its subsidiary. The
Consolidated Financial Statements of the Company is prepared in accordance with the Act
and applicable IND AS along with the relevant documents and Auditors Report thereon form
part of this Annual Report.
In accordance with the provisions of Section 136(1) of the Act, the Annual Report of
the Company containing therein the audited standalone and consolidated financial
statements and the audited financial statement of the subsidiary has been placed on the
website of the Company at www.lkpfinance.com. The aforesaid documents are also available
to Member interested in obtaining the same upon a request made to the Company.
DIRECTORS
In terms ofSection 152 oftheAct, Mr. Pratik M. Doshi (DIN:00131122), Non-Executive
Director of the Company is liable to retire by rotation at the forthcoming Annual General
Meeting ("AGM") and being eligible, offers himself for re-appointment.
On recommendation of Nomination and Remuneration Committee, the Board of Directors in
their meeting held on 28th April 2023, pursuant to the provisions of Section
196, 197, 198, 203 and all other applicable provisions, of the Companies Act, 2013
("the Act") read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Schedule V to the Act and subject to approval of the Members,
re-appointed Mr. Mahendra V. Doshi (DIN 00123243), who has attained the age of 73
(Seventy-Three) years, as the Executive Chairman and Managing Director of the Company for
a period of three (3) years with effect from April 1, 2023 upto March 31, 2026 on such
terms and conditions and remuneration, as set out in the Notice and Explanatory Statement
annexed hereto.
The Company has received necessary disclosure and confirmation from concerned
Director(s) in connection with their appointment / re-appointment as required under
Regulation 36 of SEBI Listing Regulations, is given in the Notice convening the ensuing
AGM.
The Company has received necessary declarations from all the Independent Directors
under Section 149(7) of the Act that they meet the criteria of independence laid down in
Section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations.
PERFORMANCE EVALUATION OF BOARD
Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board has
carried out an annual evaluation of performance of its own, the Committees thereof and the
Directors individually.
At the meeting of the Board all the relevant factors that are material for evaluating
the performance of the Committees and of the Board were discussed in detail.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were inter-alia evaluated on parameters
such as level of engagement, contribution, independence of judgement, safeguarding the
interest of the Company and its minority shareholders, etc. The performance
evaluation of the Independent Directors was carried out by the entire Board except the
Director being evaluated. The performance evaluation of the Chairman and Non-Independent
Directors was carried out by the Independent Directors.
The Directors expressed their satisfaction with the evaluation process.
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment ofDirectors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Companys policy is to have an appropriate mix of executive, nonexecutive and
independent directors to maintain the independence of the Board, and separate its
functions of governance and management. As on March 31, 2023, the Board has six members,
one of whom is an Executive Chairman-Managing Director, two Non-Executive NonIndependent
Director and three Independent Directors. One of whom is a Woman Independent Director.
The Companys policy on Directors appointment and remuneration and other matters
provided in Section 178(3) of the Act, has been disclosed in the Corporate Governance
Report, which forms part of this Annual Report.
MEETINGS
During the year four Board Meetings, four Audit Committee Meetings and four Stakeholder
Committee Meetings were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the
preparation of the annual accounts for the year ended on March 31, 2023 and state that :
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
ii. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period;
iii. the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern basis;
v. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
vi. there is a proper system to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
STATUTORY AUDITORS
The term of the existing Statutory Auditors M/s MGB & Co. LLP, Chartered
Accountants is coming to an end at the ensuing AGM. The Board of Directors have
recommended re-appointment of M/s MGB & Co. LLP to hold office from the conclusion of
this AGM till the conclusion of the Fortieth AGM.
The Company has received a written confirmation from the Statutory Auditors confirming
that their continued appointment shall be in accordance with the applicable provisions of
the Act. The Statutory Auditors have confirmed that they satisfy the criteria of
independence, as required under the provisions of the Companies Act, 2013 and that they
are holding a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
The Auditors have issued a qualified report. In respect of the same, your Board states
that ;
a) The Company had requested the investee companies for the fair value of the
investments. In respect of the Companies where valuation reports have not been received
till date, the Company does not expect any material change in the carrying value of
investments.
b) The Company could not to get the confirmation/ term sheet from two lenders as they
were not contactable. The Company does not expect any material change in balances.
SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed M/s V. R. Associates, a firm of Company Secretaries in practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure
II".
The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and
SS2) respectively relating to Meetings of the Board, its Committees and the General
Meetings.
ANNUAL RETURN
As per Section 92 of the Companies Act, 2013, the copy of annual return of the company
has been placed on the website of the company and can be accessed at www.lkpfinance.com.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company has contributed funds for the promotion of education and environmental
sustainability etc. The contribution has been made to a registered trust which mainly
undertakes activities specified under Schedule VII of the Companies Act, 2013.
The report on CSR activities is annexed herewith as "Annexure III".
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the Company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the Company at large.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY
THE COMPANY
Being an NBFC, the disclosures regarding particulars of loans given, guarantees given
and security provided is exempted under the provisions of section 186(11) of the Act. As
regards investments made by the company, the details of the same are provided under
financial statements of the company for the year ended 31 March, 2023.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Code has been placed on the Companys website at www.lkpfinance.com
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the high standards of Corporate Governance and stakeholder
responsibility.
The Company has established a vigil mechanism to be known as the Whistle Blower
Policy for its Directors and employees, to report instances of unethical behavior, actual
or suspected, fraud or violation of the Companys Code of Conduct. The aim of the policy
is to provide adequate safeguards against victimization of whistle blower who avails of
the mechanism and also provide direct access to the Chairman of the Audit Committee, in
appropriate or exceptional cases.
Accordingly, ‘Whistle Blower Policy has been formulated with a view to provide a
mechanism for the Directors and employees of the Company to approach the Chairman of the
Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and secure
whistle blowing. It protects employees willing to raise a concern about serious
irregularities within the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended
from time to time with a view to regulate trading in securities by the Directors and
designated employees of the Company. The Code requires pre-clearance for dealing in the
Companys shares and prohibits the purchase or sale of Company shares by the Directors and
the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the
Code.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013
The Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013
and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, Annexed as "Annexure IV".
A statement showing the names of the top ten employees in term of remuneration drawn
and the name of every employee, who was in receipt remuneration not less than the limits
as set out in the Rule 5(2) and Statement of Particulars as per Rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report
and Accounts are being sent to the Members and others entitled thereto, excluding the
aforesaid information. The said information is available for inspection by the Members at
the Registered Office of the Company during business hours on working days and through
electronic means. Further in terms of proviso to said Rule 5(3), such particulars shall be
available to any shareholder on specific request made by him in writing or e. mail to
Company Secretary, at lkpfininvestor.relations@lkpsec.com.
The prescribed particulars of Conservation of Energy, Technology Absorption do not
apply to your Company. There are no foreign exchange earnings & outgo during the year
under report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments, affecting the financial position of the
Company from end of the financial year upto the date of this Boards Report.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with a Certificate of compliance from the
Practising Company Secretaries and Management Discussion and Analysis Report forms part of
this Report.
DISCLOSURES
• There are no significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and the Companys operations in future.
• During the year under review, the Company has not issued any Debentures.
• There is no change in the nature of business of the Company.
• Executive Chairman-Managing Director, as per the terms of his appointment, does
not draw any commission or remuneration from subsidiary company. Thereby, no disclosure is
required under Section 197(14) of the Act.
• Maintenance of cost records and requirement of cost Audit as prescribed under
the provisions of Section 148(1) of the Act are not applicable to the business activities
carried out by the Company.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
| Aggregate number of shareholders and the outstanding shares in the suspense account
lying at the beginning of the year |
Number of shareholders who approached listed entity for transfer of shares from
suspense account during the year |
Number of shareholders to whom shares were transferred from suspense account during
the year |
Aggregate number of shareholders and the outstanding shares in the suspense account
lying at the end of the year |
| NIL |
NIL |
NIL |
NIL |
Declaration that the voting rights on shares in the suspense account shall remain
frozen till the rightful owner of such shares claims the shares - Not Applicable
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. The following is a summary of sexual
harassment complaints received and disposed-off during the year 2022-23.
• Number of complaints received: Nil
• Number of complaints disposed-off: Nil
• Number of complaints pending: Nil
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation to
Shareholders, Bankers, Institutions and Employees for their cooperation and support.
|
For and on behalf of Board of Directors |
|
(M V. Doshi) |
|
Executive Chairman & |
| Place: Mumbai |
Managing Director |
| Date: April 28, 2023 |
DIN: 00123243 |
+91-9892691696
