Your Directors have pleasure in presenting 30th Annual Report of the Company
along with the Audited Financial Statements for the financial year ended 31st
March 2023.
1. FINANCIAL RESULTS
Particulars |
For the Year Ended 31-03-2023 |
For the Year Ended 31-03-2022 |
|
Rs. In Lakhs |
Rs. In Lakhs |
| Total Income |
89.72 |
55.98 |
| Total Expenditure (including depreciation and other expenses etc.) |
84.27 |
73.63 |
Profit Before Tax |
5.45 |
(17.65) |
| Less: Net Tax Expenses |
(0.06) |
(0.04) |
Profit After Tax |
5.51 |
(17.61) |
| Other Comprehensive Income |
(44.93) |
21.89 |
Total Comprehensive Income |
(39.42) |
4.28 |
| Retained Earnings-Opening Balance |
(175.41) |
(157.80) |
| Add/(Less): Profit for the year |
5.51 |
(17.61) |
| Less: Transferred to Retained Earnings |
(0.71) |
0.00 |
Retained earnings-closing balance |
(170.61) |
(175.41) |
2. REVIEW OF BUSINESS OPERATIONS
The Company is a Non-Banking Financial Company and is engaged in NBFC activities. The
profit before tax for the year is Rs. 5.45 lakhs as compared with the last year figure of
loss before tax of Rs. (17.65) lakhs.
3. DIVIDEND
With view of brought forward losses, your Directors have not recommended any Dividend.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT a. Industrial Structure and
developments
The Company operates in the Non-Banking Financial Company (NBFC) segment of Industry
and is registered with the Reserve Bank of India. Its activities are limited within India
and are mainly engaged in the business of providing Loans and making Investment in Shares
and Securities. The performance and business strategy are dependent on the Economic
environment and policies of the Government of India and Reserve Bank of India (RBI).
b. Opportunities
One of the significant opportunities for NBFCs is the increasing demand for credit in
the Indian market. NBFCs can leverage this opportunity by expanding their offerings and
catering to the diverse needs of their customers.
c. Threats
While NBFCs are relatively well placed today as compared with the past few years,
competition from banks and the rising interest rate scenario pose challenges. Competition
from banks has intensified, especially in the traditional segments.
d. Segment-wise performance
Based on the synergies, risks and return associated with the business operations and in
terms of IND AS-108, the Company is engaged in a single reportable segment of Non-Banking
Financial Company during the year and hence treated as single reportable segment as per
IND AS-108. e. Outlook
The Company continues to concentrate on finance and investment activities. Each
financial intermediary will have to find its niche in order to add value to consumers. The
Company is cautiously optimistic in its outlook for the year 2023-2024.
f. Risks and concerns
The performance of the Company is closely linked with the overall performance of the
Indian Economy, Financial and Capital Markets. The future success of the Company depends
on its ability to anticipate volatility in Capital and Financial Markets and minimise
related risks through prudent investing decisions. Hence, the Management regularly
monitors the changing Economic and Market conditions in order to take timely and prudent
business decisions. Any slowdown in the Indian economy or volatility in the Financial
and/or Capital markets could adversely affect the performance of the Company.
g. Internal control system and their adequacy
The Company has a proper and adequate system of internal controls to ensure that all
activities are monitored and controlled against any unauthorized use or disposition of
assets and that the transactions are authorized, recorded and reported correctly. The
Company ensures adherence to all internal control policies and procedures as well as
compliance with all regulatory guidelines. The Audit Committee periodically reviews
Policies and adequacy of internal controls.
h. Human Resource Development/Industrial Relation
The Company considers its human resource as the most valuable ingredient of the
functioning of the Company and utmost endeavor is made to maintain good relation with the
employees at all levels.
5. SHARES a. Buyback of Securities: The Company has not bought back any of its
securities during the year under review. b. Sweat Equity: The Company has not issued any
Sweat Equity Shares during the year under review. c. Bonus Shares: No Bonus Shares were
issued during the year under review. d. Employees Stock Option Plan: The Company has not
provided any Stock Option Scheme to the employees. e. Shares with Differential Rights: No
Equity Shares with differential rights were issued during the year under review.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company was not required to transfer any amount to
Investor Education and Protection Fund under Section 125(2) of the Companies Act, 2013.
7. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable to the Company.
8. CORPORATE GOVERNANCE
As the paid-up Equity Share Capital of the Company is less than Rs. 10 Crores and its
Networth is less than Rs. 25 crores, provisions relating to Corporate Governance are not
applicable to your Company. However, adequate steps have been taken for better Corporate
Governance.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered into any contract or arrangement with related parties
referred in the section 188(1) of the Companies Act, 2013 during the year under review.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE
COMPANIES ACT, 2013
The Company, being a Non-Banking Financial Company, is not required to give these
particulars.
11. EXTRACT OF THE ANNUAL RETURN
The Annual Return shall be uploaded by the Company on Companys website at
www.lyonscorporate.com after filing the same with the Registrar of Companies and
thereafter the same can be viewed by the members and stakeholders on the Companys
website.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the Annual General Meeting of the Company held on 22nd August 2022, the
Members of the Company had approved the following: ? Change in designation of Mr. Daya
Shankar Chaubey (DIN: 00357660) from Additional Director to the Director(Non-Executive) of
the Company w.e.f the date of AGM. ? Change in designation of Ms. Madhumita Tapader (DIN:
07126692) from Non-Executive Director to an Independent Director of the Company for the
period of five years w.e.f 30/04/2022. ? Re-appointment and terms of remuneration of
re-appointment of Mr. Suvabrata De (DIN: 07911004) as the Managing Director of the Company
for a second term of 5(Five)years w.e.f 01/09/2022.
The information about the directors seeking appointment/re-appointment as required by
Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard - 2 on General Meetings shall be given in the
Notice convening the ensuing Annual General Meeting.
The Company has received requisite declaration from all the Independent Directors under
section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as provided in sub-section (6). As stipulated in para VII of Schedule IV
regarding Code of Independent Directors under the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, one separate meeting of independent directors was held during the year.
13. BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation of the working of
its Audit Committee and Nomination and Remuneration Committee.
The evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The exercise was carried out through a
structured evaluation process covering various aspects of the board functioning such as
composition of the board & committees, experience & competencies, performance of
specific duties & obligations, attendance of the meetings, governance issues etc.
Separate exercise was carried out to evaluate the performance of individual directors who
were evaluated on parameters such as attendance, contribution at the meetings and
otherwise, independent judgment, safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board and
that of the Non-Independent Directors were carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
14. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE
COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
The required details are provided in Annexure ‘A annexed to this Report
15. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014
The required details are provided in Annexure ‘B annexed to this Report.
16. NOMINATION AND REMUNERATION POLICY i. To identify persons who are qualified to
become directors and who may be appointed in the senior management and to lay down the
criteria thereof; ii. To recommend to the Board appointment of directors and senior
management personnel and their removal; iii. To evaluate the individual directors
performance; iv. Formulate the criteria for determining the qualification, positive
attribute and independence of the directors; v. Recommend to the board policy relating to
remuneration for directors, key managerial personnel and other employees; The Nomination
and Remuneration Committee presently comprises of three (3) non-executive directors. Mr.
Raj Kumar Jaluka, Independent Director is the Chairman of the Committee.
During the year under review, 2(Two) meetings of the Nomination and Remuneration
Committee was held on 30th April 2022 and 30th May 2022. The
composition and attendance detail of the committee meeting are as follows:
Name of the Committee Members |
Nature of Directorship |
Membership |
Attendance |
| Mr. Raj Kumar Jaluka |
Independent Director |
Chairman |
2 |
| Ms. Madhumita Tapader |
Independent Director |
Member |
2(*) |
| Mr. Daya Shankar Chaubey |
Non-Executive Director |
Member |
2 |
(*) Change in designation from Non-Executive director to Independent Director w.e.f. 30th
April 2022
17. AUDIT COMMITTEE
The role / terms of reference of the Audit Committee are in conformity with the SEBI
Regulations, 2015 read in conjunction with Section 177 of the Companies Act, 2013. The
Audit Committee presently comprises of three members. Mr. Raj Kumar Jaluka, Independent
Director is the Chairman of the Committee. During the year under review, 8 (Eight)
meetings of the Audit Committee were held on 20th April 2022,30th
April 2022, 24th May 2022, 30th May 2022, 13th August
2022, 14th November 2022, 13th February 2023 and 30th
March 2023. The composition and attendance details of the committee meetings are as
follows:
Name of the Committee Members |
Nature of Directorship |
Membership |
Attendance |
| Mr. Raj Kumar Jaluka |
Independent Director |
Chairman |
8 |
| Mr. Suvabrata De |
Managing Director |
Member |
8 |
| Ms. Madhumita Tapader |
Independent Director |
Member |
8 (*) |
(*) Change in designation from Non-Executive director to Independent Director w.e.f.30th
April 2022
18. MEETINGS
A. BOARD MEETINGS
During the year under review, 11 (Eleven) Board Meetings were held on 18th
April 2022,20th April 2022, 30th April 2022,24th May
2022,30th May 2022,23rd July 2022,13th August 2022,14th
September 2022,14th November 2022,13th February 2023 and 30th
March 2023.The attendance of each Director is as under:
Name of the Directors |
No. of meetings attended |
| Mr. Raj Kumar Jaluka |
11 |
| Mr. Suvabrata De |
11 |
| Ms. Madhumita Tapader |
11 |
| Mr. Daya Shankar Chaubey |
11 |
B. GENERAL MEETINGS
During the year, the Annual General Meeting was held on 22nd August 2022. No
Extra-Ordinary General Meeting was held during the year. However, meeting through postal
ballot by means of e-voting was held during the year.
19. DIRECTORS RESPONSIBILITY STATEMENT
In terms of section 134(5) of the Companies Act, 2013, with respect to Directors
Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures, if any;
b) the directors had 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 and Loss of the Company for that period.
c) the directors had 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;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
20. CODE OF CONDUCT
The Company has a Code of Conduct which is applicable to directors and management
personnel of the Company. The Company believes in conducting business in accordance with
the highest standards of business ethics and complying with applicable laws, rules and
regulations. The Code lays down the. standard procedure of business conduct which is
expected to be followed by the directors and management personnel in their business
dealings and in particular on matters relating integrity in the work place, in business
practices and complying with applicable laws etc. All the directors and management
personnel have submitted declaration confirming compliance with the code.
21. RISK MANAGEMENT POLICY
Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of
the Company has adopted a Risk Management Policy of the Company. The Company manages,
monitors and reports on the principal risks and uncertainties that can impact its ability
to achieve its strategic objectives. The Company has introduced several improvements to
Integrated Enterprise Risk Management, Internal Controls Management and Assurance
Frameworks and processes to drive a common integrated view of risks, optimal risk
mitigation responses and efficient management of internal control and assurance
activities. This integration is enabled by all three being fully aligned across group wide
Risk Management, Internal Control and Internal Audit methodologies and processes.
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company promotes ethical behaviour in all its business activities and has put in
place a mechanism for reporting illegal or unethical behaviour.
The Company has a Vigil Mechanism and Whistle Blower Policy under which the employees
are free to report violations of applicable laws and regulations and the Code of Conduct.
The reportable matters may be disclosed to the Ethics and Compliance Task Force which
operates under the supervision of the Audit Committee. Employees may also report to the
Chairman of the Audit Committee. During the year under review, no employee was denied
access to the Audit Committee.
23. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading 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.
All the Board of Directors and designated employees have confirmed compliance with the
Code.
24. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements.
25. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
26. MATERIAL CHANGES/EVENTS AND COMMITMENTS, IF ANY
There are no material changes and commitments affecting the financial position of the
Company, which have occurred after March 31, 2023 till the date of this report. There has
been no change in the nature of business of your Company.
27. STATUTORY AUDITORS
At the 29th Annual General Meeting (AGM) held on 22nd August 2022
the members had appointed M/s SRB & Associates, Chartered Accountants, (FRN- 310009E),
as the Statutory Auditors of the Company for a period of 3 consecutive years from the
conclusion of that Annual General Meeting until the conclusion of Annual General meeting
to be held in the year 2025.
M/s SRB & Associates, Chartered Accountants, (FRN- 310009E) continue to hold office
as Statutory Auditors of the Company.
The Auditors Report for the FY 2022-23 does not contain any qualification, reservation
or adverse remark.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS
The Company being in the financial sector, requirements regarding the disclosure of
particulars of conservation of energy and technology absorption prescribed by the rules
are not applicable. The Company has no foreign exchange inflow or outflow during the year
under review.
29. SECRETARIAL AUDIT
The Company has appointed Ms. Dipika Jain, (ACS 50343, CP No 18466), a Practicing
Company Secretary to conduct secretarial audit pursuant to section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Her report in form MR-3 is attached to this report as Annexure
‘C.
As regards her observation made in the Secretarial Audit, we are to state that the
necessary steps are being taken to comply with the requirements.
30. DEPOSITS
During the year under review, the Company did not accept any deposits within the
meaning of section 73 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014.
31. SOCIAL OBLIGATION
Your Company has taken up and is constantly in touch with the various socio-economic
projects for uplifting standards of living of the people in and around its estate where it
operates.
32. LISTING ARRANGEMENTS
The shares of the Company continue to be listed on Bombay Stock Exchange and Calcutta
Stock Exchange. The Annual Listing Fees has been paid. The Company is under the process of
revocation of suspension at Bombay Stock Exchange.
33. GENERAL
Your Director further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
34. RBI REGULATIONS-COMPLIANCE
Your Company continues to carry on its business of Non-Banking Financial Company and
follows prudent financial management norms as applicable. Your Company appends a Statement
containing particulars as required in terms of Paragraph 18 of the Master Direction-
Non-Banking Financial Company -Non- Systemically Important Non-Deposit taking Company
(Reserve Bank) Directions, 2016 in schedule annexed to the Balance Sheet.
35. ACKNOWLEDGEMENTS
Your Directors would like to record their appreciation of the hard work and commitment
of the Companys employees and are grateful for the co-operation and support extended to
the Company by the Bankers, Statutory Authorities, Financial Institutions(s) and all other
establishments connected with the business of the Company.
Registered Office |
|
For and on behalf of the Board |
Chatterjee International Centre |
Suvabrata De |
Madhumita Tapader |
33A, Jawaharlal Nehru Road |
Managing Director |
Director |
6th Floor, Flat No.5 |
(DIN: 07911004) |
(DIN: 07126692) |
Kolkata 700071 |
|
|
Dated: 30/05/2023 |
|
|
+91-9892691696
