Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of LKP Finance Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the Forty-First
Annual Report together with Audited Financial Statements of
the Company for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial performance of the Company is as follows:

Particulars	Standalone		Consolidated
	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	737.52	8256.87	1414.25	8988.86
Other Income	4.52	24.02	28.60	24.02
Total Revenue	742.04	8280.89	1442.85	9012.88
Profit before Tax	(467.78)	6782.95	25.99	7332.46
Less: Tax expense	(73.68)	1277.44	61.18	1387.56
Profit after Tax	1032.34	5505.51	181.88	5944.90
Other Comprehensive income for the year	(1276.62)	589.78	(1203.56)	573.81
Total Comprehensive Income / (loss) for the year	(244.28)	6095.29	(1021.68)	6518.71
Earnings per equity share (Face Value of Rs. 10/- each) - Basic and Diluted (in Rs.)	8.21	43.80	1.45	47.30

RESERVE

The Company during the year under review has transferred
Rs. 206.47 lakhs to Special Reserve as per applicable regulation
for NBFCs, prescribed by the Reserve Bank of India Act, 1934.

DIVIDEND

After careful assessment of the available profit during the
financial year ended 31st March, 2025, your Directorâs have
not recommended any dividend for the financial year ended
31^st March, 2025.

PERFORMANCE REVIEW

The Company has prepared the financial statement in
accordance with the Companies Act, 2013 and Ind AS. The
Companyâs standalone revenue from operations decreased
from Rs. 8,256.87 lakhs to Rs. 737.52 lakhs and Other Income
also decreased from Rs. 24.02 lakhs to Rs. 4.52 lakhs. There is
a net profit after tax of Rs. 1032.34 lakhs as against net profit of
Rs. 5505.51 lakhs in the corresponding previous year.

The Companyâs consolidated revenue from operations
decreased from Rs. 8988.86 lakhs to Rs. 1414.25 lakhs and
Other Income also increased from Rs. 24.02 lakhs to Rs. 28.60
lakhs There is a net profit after tax of Rs. 181.88 lakhs as
against net profit of Rs. 5,944.90 lakhs in the corresponding
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.

PUBLIC 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 Auditorsâ function is defined in
their letter of engagement. To maintain its objectivity and
independence, the Internal Auditorsâ reports to the Chairman
of the Audit Committee of the Board.

The Internal Auditors 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
Auditors 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.

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in nature
of business of the Company.

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 may threaten the
existences 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.

SUBSIDIARY, JOINT VENTURE, HOLDING COMPANY AND
ASSOCIATE COMPANIES

During the year under review, Bond Street capital Private
Limited ceased to be a subsidiary of your Company w.e.f.
26^th March, 2025 and apart from this no company has become
or ceased to be subsidiary, joint venture or associate of the
company.

Your Company had become a Subsidiary Company of Hindon
Mercantile Limited.

The required financial information in the consolidated
balance sheet is given in respect of Companyâs subsidiary i.e.
Bond Street Capital Private Limited as on 26^th March, 2025, in
Form AOC 1 annexed to this Report as âAnnexure Iâ.

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 Companyâs website i.e.
www.lkpfinance.com . The Company does not have any joint
ventures and holding company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mrs. Gunjan Jain (DIN: 10496273), Non-Executive Director of
the Company is liable to retire by rotation at the forthcoming
Annual General Meeting (âAGMâ) and being eligible, offers
herself for re-appointment.

On March 28, 2025, on the recommendation of Nomination
and Remuneration Committee, the Board approved the
appointment of followings as Additional Directors:

S. No.	Name	Category
1.	Mr. Umesh Aggarwal	Executive Director
2.	Mr. Kapil Garg	Non-Executive Director
3.	Mrs. Gunjan Jain	Non-Executive Director
4.	Mr. Manoj Kumar Bhatt	Non-Executive and Independent Directors
5.	Mr. Hemant Bhageria	Non-Executive and Independent Directors

On April 03, 2025, the Board approved the appointment of
Ms. Meenu Sharma as an Addition Director (Non-executive
and Independent Director).

On May 08, 2025, on recommendation of the Board of
Directors, the Members of the Company approved through
postal ballot the appointment of followings:

S. No.	Name	Category	Period
1.	Mr. Umesh Aggarwal	Whole Time Director	5 Years (March 28, 2025 to March 27, 2030)
2.	Mr. Kapil Garg	NonÂ¬ Executive Director	-
3.	Mrs. Gunjan Jain	NonÂ¬ Executive Director	-
4.	Mr. Manoj Kumar Bhatt	NonÂ¬ Executive and Independent Director	5 Years (March 28, 2025 to March 27, 2030)
5.	Mr. Hemant Bhageria	NonÂ¬ Executive and Independent Director	5 Years (March 28, 2025 to March 27, 2030)
6.	Mrs. Meenu Sharma	NonÂ¬ Executive and Independent Director	5 Years (April 03, 2025 to April 02, 2030)

The Board of Directors are of the opinion that Mr. Manoj
Kumar Bhatt, Mr. Hemant Bhageria and Mrs. Meenu Sharma,
Independent Directors possess integrity, necessary expertise,
relevant experience and proficiency.

On March 31, 2025 (closing business hours), following
Directors have been resigned:

S. No.	Name	Category
1.	Mr. Mahendra V. Doshi	Chairman and Managing Director
2.	Mr. Pratik M. Doshi	Non-Executive Director
3.	Mr. Dinesh Waghela	Non-Executive NonÂ¬ Independent Director
4.	Mr. Sajid Mohamed	Non- Executive Independent Director
5.	Mr. Dara Jahangir Kalyaniwala	Non- Executive Independent Director
6.	Ms. Saseekala Nair	Non- Executive Independent Director

Key Managerial personnel

Mr. Girish Kumar Balgovinda Innani, Company Secretary &
Compliance Officer and Mr. Satvinderpal Singh Gulati, Chief
Financial Officer of the Company have resigned w.e.f. March
28, 2025.

The Board of Directors, on the recommendation of
Nomination & Remuneration Committee, has appointed
Mrs. Ruby Chauhan as Company Secretary and Compliance
Officer and Mr. Mustak Ali as Chief Financial Officer of the
Company w.e.f. March 28, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the
Independent Directors under Section 149(7) of the Companies
Act, 2013 that they meet the criteria of independence laid
down in Section 149(6) of the Act and Regulation 25 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The disclosure as required under the provisions of the
Companies Act, 2013, read with Secretarial Standard issued
by Institute of Company Secretaries of India and Listing
Regulations forms part of Notice convening AGM.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, 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 judgment, 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 of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the
Corporate Governance Report.

POLICY ON DIRECTORSâ APPOINTMENT AND
REMUNERATION

Companyâs policy is to have an appropriate mix of executive,
non-executive and independent directors to maintain the
independence of the Board, and separate its functions of
governance and management. As on March 31, 2025, the
Board has Eleven members, one of whom is an Executive
Chairman-Managing Director, one Whole Time Director, Four
Non-Executive Non-Independent Directors and Five
Independent Directors.

The Companyâs policy on Directorsâ 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.

WOMEN DIRECTOR

In term of the provisions of section 149 of the Companies Act,
2013, and Regulation 17(1)(a) of the SEBI (LODR) Regulations,
2015, the Company shall have at least one-woman Director
on the Board. Your Company has Mrs. Gunjan Jain (DIN:
10496273) and Ms. Saseekala Nair (DIN: 10122007) as the
Women Director on the Board of the Company.

MEETINGS

During the year, seven Board Meetings, five Audit Committee
Meetings, two Stakeholder Committee Meetings, two
Nomination and Remuneration Committee Meetings and one
Corporate Social Responsibility Committee were convened
and held, the details of which are given in the Corporate
Governance Report. The Board meetings were held on April
26, 2024, July 25, 2024, August 28, 2024, August 30, 2024,
October 28, 2024, January 23, 2025 and March 28, 2025. The
intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

DIRECTORSâ 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, 2025 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

In term of section 139 of the Act read with Companies (Audit
& Auditors) Rules, 2014 (as amended) M/s. MGB & Co LLP,
Chartered Accountants (Registration No. 101169W/W-100035)
was appointed as Statutory Auditors of your Company for a
period of 1 (one) year from the conclusion of the 40^th AGM of
your company held in the year 2024 until the conclusion of 41^stAGM of your company.

Further, Based on the recommendation of the Audit
Committee, the Board of Director at their meeting held on July
03, 2025 has recommended appointment of M/s Parv & Co.,
(Firm Registration No. 029582N) as the Statutory Auditor of the
company on the completion of tenure of previous statutory
auditors. The Company has received the consent from
M/s Parv & Co., Chartered Accountants and confirmation to
the effect that they are not disqualified to be appointed as the
Statutory Auditors of the Company, in terms of the provisions
of the Companies Act, 2013 and rules made there under.

STATUTORY AUDITORS REPORT

The Auditorsâ report contained qualified opinion. The notes
on financial statements referred to in the auditorsâ report are
self-explanatory and do not call for further comments.

RESPONSES TO QUALIFICATIONS, RESERVATIONS,
ADVERSE REMARKS AND DISCLAIMERS MADE BY THE
STATUTORY AUDITORS.

a) The Company has not obtained balance confirmations /
term sheets from two lenders with outstanding balances
aggregating to Rs. 3,596.65 lakhs, included under
borrowings. Accordingly, external confirmations as
required under Standard on Auditing (SA) 505, External
Confirmations, were not available for our verification.
Further, the Company has not provided interest expense
on the above-mentioned borrowings, the amount of
which is presently not ascertainable, and is not in
compliance with Ind AS 109 âFinancial Instrumentsâ
wherein such financial liabilities are required to be
measured at amortised cost using the effective interest
rate method. Had the interest expense been provided,
the liabilities would have been higher, the net profit for
the year and networth as at 31 March 2025 would have
been lower to that extent. In respect of one lender,
Kingfisher Finvest India Limited, with an outstanding
balance of Rs. 2,122.40 lakhs, the Company received
a garnishee Order from the Recovery Officer, Debt
Recovery Tribunal (DRT), Bangalore, for Rs. 2,500 lakhs
plus interest. This Order was pursuant to order obtained
by State Bank of India from DRT against Kingfisher
Airlines Limited, United Breweries (Holdings) Limited,
and others. The Company has contested the claim
and deposited Rs. 1,126.22 lakhs, included in other
non-financial assets and mutual fund investments of
Rs. 595.12 lakhs have been attached by the Recovery
Officer. The matter is currently pending before the
Debt Recovery Appellate Tribunal, Chennai. In the
absence of external confirmations, pending outcome

of the legal dispute and non-provision of interest, we
are unable to determine whether any adjustments or
additional disclosures are required in the accompanying
standalone financial results.

If Management is unable to estimate the impact, reasons for
the same:

a) The Company is unable to get the confirmation/ term
sheet from two lenders as the parties are not contactable.
The Company is confident that there will be no material
change in the balances outstanding. Further the matter
with DRAT Chennai is pending and the outcome of the
matter is uncertain.

Pursuant to provisions of the Section 143(12) of the Act, the
Statutory Auditors have not reported any incident of fraud
to the Audit Committee or the Board during the year under
review.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors
nor the Secretarial Auditor has reported to the Audit
Committee under Section 143(12) of the Act any instances of
fraud committed in the Company by its officers or employees.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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 for the
F.Y. 2024-25. The Secretarial Audit Report is annexed herewith
as âAnnexure IIâ. The Secretarial Audit Report does not
contain any qualification, reservation, adverse remark or
disclaimer.

Further, pursuant to the provisions of Regulation 24A &
other applicable provisions of the Listing Regulations read
with Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, and on recommendation of the Audit Committee,
the Board of Directors at its meeting held on July 03, 2025 has
approved appointment of M/s Abhay K & Associates, Practicing
Company Secretaries as Secretarial Auditors for a period of
five consecutive years commencing from the financial year
2025-26 till financial year 2029-30. The resolution seeking the
Membersâ approval for the appointment of Secretarial Auditor
of the Company forms part of the Notice.

STATEMENT ON COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS

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.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act
are not applicable for the business activities carried out by the
Company

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

In terms of Section 135 of the Companies Act, 2013 your
Company has formed a Corporate Social Responsibility (CSR)
Committee to approve activities to be undertaken, expenditure
to be incurred and to monitor the performance of the CSR
activities undertaken by the Company.

The Board of Directors and the CSR Committee review
and monitor from time to time all the CSR activities being
undertaken by the Company.

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
âAnnexure IIIâ.

The Companyâs CSR policy provides guidelines and lays down
the process to undertake CSR activities of the Company. the
CSR Policy is also available on the website of the Company
www.1kpfinance.com

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during
the financial year were on armâs 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. The particulars of Contract or
arrangement in Form AOC-2 as required under Section 134(3)
(h) of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014 is annexed to this Board Report. The
details of other loans and advances are mentioned in notes to
accounts and are not repeated here.

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, 2025.

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 Companyâs 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.

AH 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 âWhistle Blower Policyâ for its Directors and employees,
to report instances of unethical behavior, actual or suspected,
fraud or violation of the Companyâs 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, âWhistle Blower Policyâ 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 ofthis 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 Companyâs 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.

AH Board Directors and the designated employees have
confirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under regulation 34(2) of the Listing Regulations,
a detailed management discussion and analysis report is
annexed to this annual report.

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Section 124, 125 and other
applicable provisions, if any, of the Act, read with provisions
of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 and
other applicable provisions, all unpaid or unclaimed dividends
are required to be transferred by the Company to the Investor
Education and Protection Fund (âIEPFâ) established by the
Central Government, after completion of seven years from the
date the dividend is transferred to unpaid/unclaimed account.

Further, according to the Rules, the shares in respect of which
dividend has not been paid or claimed by the members for
seven consecutive years or more shall also be transferred to
the demat account created by the IEPF Authority.

Further, in terms of Section 124(6) of the Act, read with the
IEPF Rules, all the shares in respect of which dividend has
remained unpaid/unclaimed for seven consecutive years or
more from the date of transfer to the unpaid dividend account
are required to be transferred to the demat account of the
Investor Education and Protection Fund Authority (âIEPFAâ).

The details of unpaid/ unclaimed dividend and equity shares
so transferred are uploaded on the website of the Company
at https://www.lkpfinance.com as well as that of the Ministry
of Corporate Affairs, Government of India at http://www.mca.
gov.in.

The Members/Claimants whose shares and unclaimed
dividend have been transferred to IEPF may claim the shares
or apply for refund by making an application to IEPF Authority
in Form IEPF 5 (available on www.iepf.gov.in). The Member/
Claimant can file only one consolidated claim in a Financial
Year as per the IEPF Rules.

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 up to the date of this Boardâs Report.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there are no significant and
material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Companyâs
operations in future.

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 WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate	Number of	Number of	Aggregate
number of	shareholders	shareholders	number of
shareholders	who	to whom	shareholders
and the	approached	shares were	and the
outstanding	wlisted entity	transferred	outstanding
shares in the	for transfer of	from	shares in the
suspense	shares from	suspense	suspense
account	suspense	account	account lying
lying at the	account	during the	at the end of
beginning of the year	during the year	year	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 2024-25:

â¢ Number of complaints received: Nil

â¢ Number of complaints disposed-off: Nil

â¢ Number of complaints pending: Nil

MATERNITY BENFIT COMPLIANCE DECLARATION

In accordance with the provisions of the Maternity Benefit
Act, 1961, as amended, and in alignment with the principles
of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, particularly Schedule V relating to
corporate governance disclosures, the Board affirms that
the Company has fully complied with all applicable laws and
regulations relating to maternity benefits during the financial
year under review.

The Company has adopted employee-centric policies that are
compliant with statutory requirements and reflective of our
commitment to diversity, equity, and inclusion. The Company
has:

Granted maternity leave and related benefits to all eligible
women employees as per applicable law;

Ensured availability of medical bonus, nursing breaks, and
return-to-work support;

Complied with the requirements relating to creche facilities,
as specified under the Maternity Benefit (Amendment) Act,
2017, where applicable;

Maintained a discrimination-free and supportive workplace,
in line with the non-discriminatory employment practices
outlined under the SEBI LODR framework.

The Companyâs HR policies and practices are periodically
reviewed to ensure compliance with evolving legal and
regulatory requirements, and to promote the welfare of all
employees, particularly women during and after maternity.

The Board remains committed to upholding the highest
standards of corporate governance and employee well-being.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering that the Company is a Non- Banking Financial
company which is not involved in any manufacturing or
processing activities, the particulars as required under section
134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 regarding Conservation
of energy and Technology Absorption not applicable

Foreign exchange earnings and outgo: Nil

EMPLOYEE PARTICULARS

The Statement of Disclosure of Remuneration under Section
197 of the Companies Act, 2013 and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are annexed as Annexure-IV.

TAKEOVER AND CHANGE IN MANAGEMENT AND CONTROL

On August 28, 2024, Hindon Mercantile Limited and Mr.
Kapil Garg (acquirers) have entered into a share purchase
agreement with Mr. M V Doshi and other promoters of the
company (âSellersâ), for acquisition of 56,96,312 Equity share
representing of 45.32% of the equity share capital of the
company. Pursuant to Regulation 3(1) and 4 of Securities and
Exchange Board of India (Substantial Acquisition of share and

takeover) Regulation 2011, mandatory Open Offer to the Public
Shareholders of the Company has been made by the Acquirers
to acquire 32,67,845 Equity share representing 26% of equity
shares of the company. Acquirer had acquired the from the
Promoters, 44,46,227 Equity share representing of 35.37% of
the paid-up Share Capital and 19,97,068 Equity Shares, from
the Public Shareholders under the open offer representing
15.88% of equity shares of the company. Till March 31, 2025,
in aggregate 51.26% was acquired by the Acquirers.

Further, consequent to acquisition, the Management
and Control of the Company has been changed through
appointment of New Directors, Mr. Umesh Aggarwal, Mr.
Kapil Garg, Mrs. Gunjan Jain, Mr. Manoj Kumar Bhatt, Mr.
Hemant Bhageria and Mrs. Meenu Sharma.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere
appreciation to Shareholders, Bankers, Institutions and
Employees for their co-operation and support.

By order of the Board of Directors

(Umesh Aggarwal) (Kapil Garg)

Whole Time Director Director

Place: Mumbai DIN: 03109928 DIN: 01716987

Date: 03 July 2025

Mar 31, 2024

The Directors present the Fortieth Annual Report and Audited Accounts of the Company for the year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The financial performance of the Company is as follows:

Â	Rs. In lakhs
Â	Particulars	Standalone		Consolidated
	Particulars	Financial Year 2023-24	Financial Year 2022-23	Financial Year 2023-24	Financial Year 2022-23
	Revenue from Operations	8260.04	2500.22	8992.03	2814.17
	Other Income	20.85	7.33	20.85	7.60
	Total Revenue	8280.89	2507.55	9012.88	2821.77
	Profit before Tax	6782.95	1359.82	7332.46	1585.68
	Less: Tax expense	1277.44	141.13	1387.56	198.35
	Profit after Tax	5505.51	1218.69	5944.90	1387.33
	Other Comprehensive income for the year	589.78	(277.58)	573.81	(255.15)
	Total Comprehensive Income / (loss) for the year	6095.29	941.11	6518.71	1132.18
	Earnings per equity share (Face Value of Rs. 10/- each)Â - Basic and Diluted (in Rs.)	43.80	9.70	47.30	11.04

RESERVE

The Company during the year under review has transferred Rs. 1101.10 lakhs to Special Reserve as per applicable regulation forÂ NBFCs, prescribed by the Reserve Bank of India Act, 1934.

DIVIDEND

The Board of Directors recommended the interim dividend declared and paid during the year be considered as final dividend for theÂ financial year 2023-24.

PERFORMANCE REVIEW

The Company has prepared the financial statement in accordance with the Companies Act, 2013 and Indian Accounting Standard. TheÂ Companyâs standalone revenue from operations increased from Rs.Â 2,500.22 lakhs to Rs. 8,260.04 lakhs and Other Income also increasedÂ from Rs. 7.33 lakhs to Rs. 20.85 lakhs There is a net profit after taxÂ of Rs. 5505.51 lakhs as against net profit of Rs. 1218.69 lakhs in theÂ corresponding previous year.

The Companyâs consolidated revenue from operations increased from Rs. 2,814.17 lakhs to Rs. 8,992.03 lakhs and Other Income alsoÂ increased from Rs. 7.60 lakhs to Rs. 20.85 lakhs There is a net profitÂ after tax of Rs. 5,944.90 lakhs as against net profit of Rs. 1,387.33Â lakhs in the corresponding 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 sweatÂ 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 AuthoritiesÂ 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 andÂ authority of the Internal Auditorsâ function is defined in their letterÂ of engagement. To maintain its objectivity and independence, theÂ Internal Auditorsâ reports to the Chairman of the Audit Committee ofÂ the Board and to the Executive Chairman.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internal control system in the Company, its complianceÂ with operating systems, accounting procedures and policies ofÂ the Company. Based on the report of Internal Auditors processÂ owners undertake corrective action in their respective areas andÂ thereby strengthen the controls. Significant audit observations andÂ recommendations along with corrective actions thereon are presentedÂ 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 efficientÂ manner.

The Board of the Company at regular intervals monitors the financial, operational, legal risk to the Company. There is no risk, which in theÂ opinion of the Board may threaten the existence of the Company.

Pursuant to section 134 (3) (n) of the Companies Act, 2013 (Act) it is stated that at present the company has not identified any element ofÂ risk which may threaten the existence of the Company.

INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standards (âIND ASâ) from April 01, 2019 with a transition date of April 01, 2018.Â Accordingly, the financial statement for the year 2023-24 have beenÂ prepared in accordance with IND AS, prescribed under Section 133Â of the Act, read with the relevant rules issued thereunder and the otherÂ recognised accounting practices and policies to the extent applicable.

SUBSIDIARY, JOINT VENTURE, HOLDING COMPANY AND ASSOCIATE COMPANIES

As per Rule 8(1) of Companies (Accounts) Rules, 2014 the required financial information in respect of Companyâs subsidiary i.e. BondÂ Street Capital Private Limited (erstwhile Gayatri Cement andÂ Chemical Industries Private Limited), in Form AOC 1 is annexed toÂ this Report asÂ âAnnexure Iâ.

Annual accounts of the Subsidiary Company and the related detailed information shall be available to shareholders of the CompanyÂ and Subsidiary Company seeking such information at any point ofÂ time and also kept open for inspection by any shareholders in theÂ 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 theÂ Company, seeking such information at Companyâs website i.e.Â www.Â lkpfinance.comÂ . The Company does not have any joint ventures /Â 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 CompanyÂ prepared in accordance with the Act and applicable IND AS alongÂ with the relevant documents and Auditorsâ Report thereon form partÂ 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 auditedÂ standalone and consolidated financial statements and the auditedÂ financial statement of the subsidiary has been placed on the websiteÂ of the Company atÂ www.lkpfinance.com.Â The aforesaid documentsÂ are also available to Member interested in obtaining the same upon aÂ request made to the Company.

DIRECTORS

In terms of Section 152 of the Act, Mr. Dinesh Waghela (holding DIN: 00230087), Non-Executive Director of the Company is liable to retireÂ by rotation at the forthcoming Annual General Meeting (âAGMâ) andÂ being eligible, offers himself for re-appointment.

The tenure of Mr. Vineet Sancheti as an Independent Director was till March 31, 2024 as per resolution passed by the members of theÂ Company at its Annual General Meeting held on July 05, 2019. TheÂ Board of Directors place on record its sincere appreciation for theÂ valuable guidance provided by Mr. Vineet Sancheti during his tenure.

Upon recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors at theirÂ respective meetings held on 30^thÂ March, 2024 and 26^thÂ April, 2024,Â Mr. Dara Jahangir Kalyaniwala (holding DIN 03311200) has beenÂ appointed as an Additional Director to hold the office of NonExecutive, Independent Director, on the Board of the CompanyÂ for a period of 5 (five) years commencing from 26^thÂ April, 2024.Â The approval of members of the Company for said appointment isÂ proposed at this Annual General Meeting.

The Company has received necessary disclosure and confirmation from concerned Director(s) in connection with their appointment asÂ required under Regulation 36 of the Securities and Exchange Board ofÂ India (Listing Obligations and Disclosure Requirements) Regulations,Â 2015, as 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 Companies Act,Â 2013 that they meet the criteria of independence laid down in SectionÂ 149(6) of the Act and Regulation 25 of the Securities and ExchangeÂ Board of India (Listing Obligations and Disclosure Requirements)Â Regulations, 2015.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations andÂ Disclosure Requirements) Regulations, 2015, (Listing Regulations)Â 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 BoardÂ were discussed in detail.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who wereÂ inter-aliaÂ evaluated on parameters such as level of engagement,Â contribution, independence of judgment, safeguarding the interestÂ of the Company and its minority shareholders, etc. The performanceÂ evaluation of the Independent Directors was carried out by theÂ entire Board except the Director being evaluated. The performanceÂ evaluation of the Chairman and Non-Independent Directors wasÂ 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 andÂ appointment ofDirectors, Senior Management and their remuneration.Â The Remuneration Policy is stated in the Corporate GovernanceÂ Report.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

Companyâs 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.Â As on March 31, 2024, the Board has Six members, one of whom isÂ an Executive Chairman-Managing Director, two Non-Executive NonIndependent Directors and three Independent Directors, one of whomÂ is a Woman Independent Director.

The Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act, has beenÂ disclosed in the Corporate Governance Report, which forms part ofÂ this Annual Report.

MEETINGS

During the year six Board Meetings, five Audit Committee Meetings and four Stakeholder Committee Meetings were convened and held,Â the details of which are given in the Corporate Governance Report.Â The Board meetings were held on April 28, 2023, July 21, 2023,Â October 25, 2023, October 31, 2023, January 12, 2024 and FebruaryÂ 03, 2024. The intervening gap between the Meetings was within theÂ period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Board has set up the Audit Committee with two Independent Directors, Mr. Vineet N. Suchanti, Mrs. Anjali Suresh and oneÂ Promoter Directors, Mr. M. V. Doshi. The said composition is as perÂ Section 177 of the Companies Act, 2013 and Regulation 18 of theÂ Listing Regulations. There are no instances where the Board did notÂ accept the recommendations of the Audit Committee. The terms ofÂ reference, powers and roles of the Committee are disclosed in theÂ Corporate Governance Report, which forms part of this AnnualÂ Report.

DIRECTORSâ 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 annualÂ accounts for the year ended on March 31, 2024 and state that:

i. Â Â Â In the preparation of the annual accounts, the applicableÂ accounting standards have been followed along with properÂ explanation relating to material departures, if any;

ii. Â Â Â The Directors have selected such accounting policies and appliedÂ them consistently and made judgments and estimates that areÂ reasonable and prudent so as to give a true and fair view of theÂ state of affairs of the Company at the end of the financial yearÂ and of the profit of the Company for that period;

iii. Â Â Â The Directors have taken proper and sufficient care for theÂ maintenance of adequate accounting records in accordanceÂ with the provisions of this Act for safeguarding the assets ofÂ the Company and for preventing and detecting fraud and otherÂ irregularities;

iv. Â Â Â The Directors have prepared the annual accounts on a goingÂ concern basis;

v. Â Â Â The Directors have laid down internal financial controls toÂ be followed by the Company and that such internal financialÂ controls are adequate and are operating effectively; and

vi. Â Â Â There is a proper system to ensure compliance with the provisionsÂ of all applicable laws and that such systems are adequate andÂ 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. TheÂ Board of Directors have recommended re-appointment of M/s MGBÂ & Co. LLP to hold office from the conclusion of this AGM till theÂ conclusion of the Forty-first AGM.

The Company has received a written confirmation from the Statutory Auditors confirming that their continued appointment shall be inÂ accordance with the applicable provisions of the Act. The StatutoryÂ Auditors have confirmed that they satisfy the criteria of independence,Â as required under the provisions of the Companies Act, 2013 and thatÂ they are holding a valid certificate issued by the Peer Review BoardÂ of the Institute of Chartered Accountants of India.

RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS AND DISCLAIMERS MADE BYÂ THE STATUTORY AUDITORS AND THE SECRETARIALÂ AUDITORS

a) Â Â Â The Company has investments in unquoted securities of RsÂ 8,485.62 lakhs. The Company could not obtain valuation reportÂ for securities of Rs 2,110.00 lakhs as at 31^stÂ March 2024. Further,Â in respect of securities of Rs 4,533.46 lakhs and Rs 210.16 lakhs,Â the Company has carried out valuation as on 15^thÂ December 2023Â and 8^thÂ February 2024 respectively. The management considersÂ that the value of securities is not fluctuating and not easilyÂ marketable and hence valuation is appropriate and no change isÂ required in the carrying value of these investments.

b) Â Â Â The Company is unable to get the confirmation/ term sheet fromÂ two lenders as the parties are not contactable. The Company isÂ confident that there will be no material change in the balancesÂ outstanding.

As described in Note 30(b) to the standalone Ind AS financial statements, State Bank of India has obtained an Order from DebtÂ Recovery Tribunal (DRT), Bangalore against Kingfisher Airlines,Â United Breweries (Holdings) Limited and Others for recovery of duesÂ from them. In the earlier years the Company received a garnisheeÂ Order from the Recovery Officer, DRT, Bangalore claiming Rs. 2,500Â lakhs (plus interest), as the financial statements of Kingfisher FinvestÂ India Limited (lender) reflected the amount due from the Company.Â The Company has contested the claim and deposited Rs 1,126.22Â lakhs and investment in mutual fund of Rs. 554.41 lakhs was attachedÂ by the recovery officer. The matter is presently pending before theÂ Debt Recovery Appellate Tribunal, Chennai.

Pursuant to provisions of the Section 143(12) of the Act, the Statutory Auditors have not reported any incident of fraud to the AuditÂ Committee or the Board during the year under review.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialÂ Personnel) Rules, 2014, the company has appointed M/s V. R.Â Associates, a firm of Company Secretaries in practice to undertakeÂ the Secretarial Audit of the Company. The Secretarial Audit Report isÂ annexed herewith asÂ âAnnexure IIâ.

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of CompaniesÂ Secretaries of India (SS1 and SS2) respectively relating to MeetingsÂ of the Board, its Committees and the General Meetings.

The provisions relating to maintaining of cost record and to conduct cost audit are not applicable to the Company.

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 companyÂ and can be accessed atÂ www.lkpfinance.com.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of Section 135 of the Companies Act, 2013, your Company has formed a Corporate Social Responsibility (CSR) Committee toÂ approve activities to be undertaken, expenditure to be incurred andÂ to monitor the performance of the CSR activities undertaken by theÂ Company.

The Board of Directors and the CSR Committee review and monitor from time to time all the CSR activities being undertaken by theÂ Company.

The Company has contributed funds for the promotion of education and environmental sustainability etc. The contribution has been madeÂ to a registered trust which mainly undertakes activities specifiedÂ under Schedule VII of the Companies Act, 2013.

The report on CSR activities is annexed herewith asÂ âAnnexure IIIâ.

The Companyâs CSR policy provides guidelines and lays down the process to undertake CSR activities of the Company. The CSR PolicyÂ is also available on the website of the CompanyÂ www.lkpfinance.com

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of theÂ business. There are no materially significant related party transactionsÂ made by the Company with Promoters, Key Managerial PersonnelÂ or other designated persons which may have potential conflict withÂ interest of the Company at large. The particulars of Contract orÂ arrangement in Form AOC-2 as required under Section 134(3)(h) ofÂ the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts)Â Rules, 2014 is annexed to this Board Report. The details of otherÂ loans and advances are mentioned in notes to accounts and are notÂ repeated here.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THEÂ COMPANY

Being an NBFC, the disclosures regarding particulars of loans given, guarantees given and security provided, is exempted under theÂ provisions of section 186(11) of the Act. As regards investments madeÂ by the company, the details of the same are provided under financialÂ statements of the company for the year ended 31^stÂ March, 2024.

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 theÂ course of day to day business operations of the company. The CodeÂ has been placed on the Companyâs website atÂ www.lkpfinance.com

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designatedÂ employees in their business dealings and in particular on mattersÂ relating to integrity in the work place, in business practices and inÂ 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 âWhistle Blower Policyâ for its Directors and employees, toÂ report instances of unethical behavior, actual or suspected, fraudÂ or violation of the Companyâs Code of Conduct. The aim of theÂ policy is to provide adequate safeguards against victimization ofÂ whistle blower who avails of the mechanism and also provideÂ direct access to the Chairman of the Audit Committee, inÂ appropriate or exceptional cases.

Accordingly, âWhistle Blower Policyâ has been formulated with a view to provide a mechanism for the Directors and employees ofÂ the Company to approach the Chairman of the Audit CommitteeÂ of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employeesÂ willing to raise a concern about serious irregularities within theÂ 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 regulateÂ trading in securities by the Directors and designated employees ofÂ the Company. The Code requires pre-clearance for dealing in theÂ Companyâs shares and prohibits the purchase or sale of CompanyÂ shares by the Directors and the designated employees while inÂ possession of unpublished price sensitive information in relation toÂ the Company and during the period when the Trading Window isÂ 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 andÂ Remuneration of Managerial Personnel) Rules, 2014,Â is Annexed asÂ âAnnexure IVâ.

A statement showing the names of the top ten employees in term of remuneration drawn and the name of every employee, who wasÂ in receipt of remuneration not less than the limits as set out in theÂ Rule 5(2) and Statement of Particulars as per Rule 5(3) of CompaniesÂ (Appointment and Remuneration of Managerial Personnel) Rules,Â 2014 forms part of this report. However, in terms of first proviso toÂ Section 136(1) of the Act, the Annual Report and Accounts are beingÂ sent to the Members and others entitled thereto, excluding the aforesaidÂ information. The said information is available for inspection by theÂ Members at the Registered Office of the Company during businessÂ hours on working days and through electronic means. Further in termsÂ of proviso to said Rule 5(3), such particulars shall be available to anyÂ shareholder on specific request made by him in writing or e- mail toÂ Company Secretary, atÂ lkpfininvestor.relations@lkpsec.com.

The prescribed particulars of Conservation of Energy, Technology Absorption do not apply to your Company. There are no foreignÂ exchange earnings & outgo during the year under report.

During the year Promoter/s of the Company had entered in to a Share Purchase Agreement with M/s Mufin Green Finance LimitedÂ and Mr. Kapil Garg, (Acquirers) being acquirers of 32,67,745 equityÂ shares of the Company from the Promoters as per the âDetailedÂ Public Statementâ made by the Acquirers on 9^thÂ February 2024. AnÂ Open Offer was made to the Shareholders of LKP Finance LimitedÂ under Regulation 23(1) of the Securities and Exchange Board ofÂ India (Substantial Acquisition of Shares and Takeovers) Regulation,Â 2011 ("SEBI SAST Regulations, 2011") subject to prior approvalÂ from Reserve Bank of India (RBI) in terms of RBI Master Direction-Reserve Bank of India (Non-Banking Financial Company - ScaleÂ Based Regulation) Directions, 2023, for transfer of Management andÂ Control of Non-Banking Finance Company. The said Open OfferÂ stands withdrawn in terms of Regulation 23(1)(a) of the SEBI SASTÂ Regulations, 2011 in view of denial of approval by Reserve Bank ofÂ India vide its letter dated April 03, 2024.

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate lawÂ and practices. The Company has complied with all the applicableÂ secretarial standards.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
Aggregate number ofÂ shareholdersÂ and theÂ outstandingÂ shares in theÂ suspenseÂ account lying atÂ the beginningÂ of the year	Number of shareholdersÂ who approachedÂ listed entityÂ for transfer ofÂ shares fromÂ suspenseÂ account duringÂ the year	Number of shareholdersÂ to whomÂ shares wereÂ transferredÂ from suspenseÂ account duringÂ the year	Aggregate number ofÂ shareholdersÂ and theÂ outstandingÂ shares in theÂ suspenseÂ account lyingÂ at the end ofÂ the year
NIL	NIL	NIL	NIL

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (âIEPFâ)

In terms of the provisions of Section 124, 125 and other applicable provisions, if any, of the Act, read with provisions of the InvestorÂ Education and Protection Fund Authority (Accounting, Audit,Â Transfer and Refund) Rules, 2016 and other applicable provisions,Â all unpaid or unclaimed dividends are required to be transferred byÂ the Company to the Investor Education and Protection Fund (âIEPFâ)Â established by the Central Government, after completion of sevenÂ years from the date the dividend is transferred to unpaid/unclaimedÂ account.

Further, in terms of Section 124(6) of the Act, read with the IEPF Rules, all the shares in respect of which dividend has remained unpaid/Â unclaimed for seven consecutive years or more from the date ofÂ transfer to the unpaid dividend account are required to be transferredÂ to the demat account of the Investor Education and Protection FundÂ Authority.

The details of unpaid/ unclaimed dividend and equity shares so transferred are uploaded on the website of the Company atÂ https://Â www.lkpfinance.comÂ as well as that of the Ministry of CorporateÂ Affairs, Government oflndia athttp://www.mca.gov.in.

The Members/Claimants whose shares and unclaimed dividend have been transferred to IEPF may claim the shares or apply for refund byÂ making an application to IEPF Authority in Form IEPF 5 (availableÂ onÂ www.iepf.gov.in). The Member/Claimant can file only oneÂ consolidated claim in a Financial Year as per the IEPF Rules.

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 up toÂ the date of this Boardâs Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Practising Company Secretaries and ManagementÂ Discussion and Analysis Report forms part of this Report.

DISCLOSURES

â¢ Â Â Â There are no significant and material orders passed by theÂ regulators or courts or tribunals impacting the going concernÂ status and the Companyâs operations in future.

â¢ Â Â Â During the year under review, the Company has not issued anyÂ Debentures.

â¢ Â Â Â There is no change in the nature of business of the Company.

â¢ Â Â Â Executive Chairman-Managing Director, as per the terms of hisÂ appointment, does not draw any commission or remunerationÂ from subsidiary company. Thereby, no disclosure is requiredÂ under Section 197(14) of the Act.

â¢ Â Â Â Maintenance of cost records and requirement of cost Audit asÂ prescribed under the provisions of Section 148(1) of the ActÂ are not applicable to the business activities carried out by theÂ Company.

Declaration that the voting rights on shares in the suspense account shall remain frozen till the rightful owner of such shares claims theÂ shares - Not Applicable

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONÂ 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 theÂ Workplace (Prevention, Prohibition & Redressal) Act, 2013. InternalÂ Complaints Committee (ICC) has been set up to redress complaintsÂ received regarding sexual harassment. All employees (permanent,Â contractual, temporary, trainees) are covered under this policy. TheÂ following is a summary of sexual harassment complaints received andÂ disposed-off during the year 2023-24:

â¢ Â Â Â Number of complaints received : Nil

â¢ Â Â Â Number of complaints disposed-off: Nil

â¢ Â Â Â Number of complaints pending : NilÂ ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their cooperation and support.

Mar 31, 2019

The Directors present the Thirty Fifth Annual Report and Audited Accounts of the Company for the year ended March 31, 2019.

FINANCIAL RESULTS	2018 - 2019	2017 - 2018
	(Rs. in lacs)	(Rs. in lacs)
Profit before tax	2978.87	2103.62
Less: Tax expense for the year	633.00	350.00
Earlier Years	-82.43	--
Deferred Tax	10.29	-08.22
MAT credit entitlement	--	209.64
Profit after tax	2418.01	1971.48
Profit brought forward from previous year	2886.49	1309.31
Amount available for appropriation	5304.50	3280.79
APPROPRIATIONS:
Transfer to Special Reserve Fund	483.60	394.30
Dividend Paid- Final for 2017-2018	251.37	--
Dividend -Interim	377.06	--
Tax on Dividend	128.70	--
Balance carried to Balance Sheet	4063.77	2886.49

DIVIDEND

The Company paid an interim dividend during the financial year ended 31^st March, 2019, Rs. 3/- per equity share (30%) on the equity share capital in February 2019, amounting to Rs. 3,77,05,869/-(exclusive of tax on dividend).

The Board of Directors did not recommend any final dividend on the Equity Shares and accordingly, the aforesaid payment of interim dividend shall be considered as dividend for the Financial Year ended March 31, 2019.

PERFORMANCE REVIEW

The Companyâs revenue from operation decreased to Rs. 1277.61 lacs from Rs. 7631.53 lacs whereas Other Income increased to Rs. 3188.10 lacs from 238.09 lacs. Profit after tax increased to Rs. 2418.02 lacs from Rs. 1971.48 lacs in the previous year.

EMPLOYEES STOCK OPTION - SHARE CAPITAL

Pursuant to Employees Stock Option Scheme 2010, the Company has allotted 1,47,100 equity shares during the year. Consequence to allotment of aforesaid shares Companyâs paid-up Share Capital is increased to Rs. 12,56, 86,230/- divided in to 1,25,68,623 equity shares of Rs. 10/- each.

The Scheme was administered by the Nomination and Remuneration Committee of the Board of Directors. Disclosures under the Companies (Share Capital and Debentures) Rules, 2014 and Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed to this report herewith as âAnnexure Aâ.

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 Auditorsâ 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. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

SUBSIDIARY

As per the Circular No. 51/12/2007-CL-III dated 8^th 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 Companyâs subsidiaries i.e. Gayatri Cement and Chemical Industries Private Limited, in Form AOC 1 annexed in Annual Report as âAnnexure Bâ.

The annual accounts of the aforesaid subsidiary and the related detailed information shall be made available to shareholders of the Company, seeking such information at any point of time. The annual accounts of the subsidiary company shall also be kept open for inspection by any shareholder at the Registered office at 203 Embassy Centre, Nariman Point, Mumbai 400 021.

DIRECTORS

Mr. Pratik M. Doshi retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

Pursuant to section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking re-appointment of Mr. Vineet N. Suchanti as Independent Directors for five consecutive years for a second term upto 31^st March 2024. Detail of the proposal for re-appointment of Mr. Vineet N. Suchanti are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 35^th Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013.

During the year with effect from 7^th December 2018, Mr. Sayanta Basu has resigned from the Board of Directors of the Company. Board of Directors wish to place on record their sincere appreciation for valuable contribution to the Board during his tenure as the Director of the Company. The Board appointed Mr. Amitabh Chaturvedi as a Nominee Director on behalf of Dakshin Mercantile Private Limited with effect from 7^th December 2018.

The information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulation , 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, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year seven Board Meetings and four Audit 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.

DIRECTORSâ 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, 2019 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:

M/s. MGB & Co. LLP, Chartered Accountants Firm Reg. No. 101169W/W100035, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

SECRETARIAL AUDIT

Pursuant 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 âAnnexure Câ.

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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Dâ.

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 is mainly undertakes activities specified under Schedule VII of the Companies Act, 2013.

The report on CSR activities is annexed herewith as âAnnexure Eâ.

RELATED PARTY TRANSACTIONS

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statement.

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 Companyâs website www.lkpsec.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 Companyâs 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, âWhistle Blower Policyâ 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 Companyâs 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 âAnnexure Gâ.

In terms of first proviso to Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars as required pursuant to provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In accordance with the provisions of Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the annexure pertaining to the names and other particulars of employees is available for inspection at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing AGM. Any shareholder interested in obtaining a copy of the said Annexure may write to the Company Secretary & Compliance Officer in this regard.

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 EVENT

During the year under review a Share Purchase Agreement was Signed between the Promoters (as Seller) and Dakshin Mercantile Private Limited (as Acquirer-Essel Group) to acquire from Promoters minimum 69,82,434 (55.55%) equity shares and upto maximum 77,92,546 (62%) Share Capital of the Company depending on number of Equity Shares tendered in the Open Offer.

Consequent to the said agreement, under Open Offer 30,74,410 (24.46%) equity shares were validly tendered by the shareholders which has been acquired in 100% by the said acquirer @ Rs. 198/per share.

Promoter Mr. Mahendra V. Doshi later on intimated to the Company that the aforesaid Share Purchase Agreement could not concluded on part of Dakshin Mercantile Private Limited due to financial constraints of the Acquirer (Essel Group). Hence the said agreement became void.

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 Boardâs Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Company as approved by their Board of Directors.

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.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers and Employees for their co-operation and support.

For and on behalf of the Board of Directors

Mumbai ( M. V. Doshi )

Date: May 02, 2019 Executive Chairman

Mar 31, 2018

The Directors present the Thirty Fourth Annual Report and Audited Accounts of the Company for the year ended March 31, 2018.

FINANCIAL RESULTS	2017 - 2018	2016 - 2017
	(Rs. in lacs)	(Rs. in lacs)
Profit before tax	2103.62	1235.41
Less: Tax expense for the year	350.00	310.00
Tax expenses for earlier year	---	-21.45
Deferred Tax	-8.22	-0.46
MAT credit entitlement	209.64	60.00
Profit after tax	1971.48	1007.32
Profit brought forward from	1309.31	797.08
previous year
Amount available for appropriation	3280.79	1804.40
APPROPRIATIONS:
Transfer to Special Reserve Fund	394.30	201.46
Proposed Dividend	--	243.96
Tax on proposed Dividend	--	49.67
Balance carried to Balance Sheet	2886.49	1309.31

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ Rs 2/- per equity share of the Company for the financial year ended 31^st March 2018.

PERFORMANCE REVIEW

The Companyâs revenue from operation increased to Rs. 7631.53 lacs from Rs.4172.19 lacs whereas profit after tax increased to Rs. 1971.48 lacs from Rs. 1007.32 lacs in the previous year due to buoyancy in Stock Market.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to Employees Stock Option Scheme 2010, the Company has allotted 2,23,500 equity shares during the year. The Scheme is administered by the Nomination and Remuneration Committee of the Board of Directors.

Disclosures under the Companies (Share Capital and Debentures) Rules, 2014 and Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed to this report herewith as âAnnexure Aâ.

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 Auditorsâ 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 InternalAudit 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.

SUBSIDIARY

DIRECTORS

Mr.Mahendra V. Doshi retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

The information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.

Board Evaluation

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year five Board Meetings and Audit 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.

DIRECTORSâ 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, 2018 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;

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

SECRETARIAL AUDIT

Due to sudden urgent travelling of one independent Director at the meeting held on 26^th April 2017 and 13^th November, 2017 requisite quorum as required under Regulation 18(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 could not be complied with.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Dâ.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company has contributed funds for the promotion of education and medical and environmental sustainability etc. The contribution has been made to a registered trust which is mainly undertakes activities specified under Schedule VII of the Companies Act, 2013.

The report on CSR activities is annexed herewith as âAnnexure Eâ.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on armâs 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, except those related party transactions which were sanctioned by the shareholders vide Special Resolutions passed by postal ballot conducted during the year under review. The requisite details are given in Form AOC 2 is annexed herewith as âAnnexure Fâ.

CODE OF CONDUCT

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 âWhistle Blower Policyâ for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Companyâs 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, âWhistle Blower Policyâ 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 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 Companyâs 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 information required pursuant to rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 forms a part of this report. However, as per the first proviso to section 136(1) and second proviso of rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the report and the financial statements are being sent to the members of the Company excluding statement of particulars of employees under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any member is interested in obtaining the copy of the said statement may write to the Company Secretary in advance.

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 âAnnexure Gâ.

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.

CONSOLIDATED FINANCIAL STATEMENTS

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.

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 the Board of Directors

Mumbai (M. V. Doshi)

D_at_e: 16 April 2018 Executive Chairman

Mar 31, 2017

The Directors present the Thirty Third Annual Report and Audited Accounts of the Company for the year ended March 31, 2017.

FINANCIAL RESULTS	2016 -2017 (Rs. in lacs)	2015 -2016 (Rs. in lacs)
Profit before tax	1256.86	1187.54
Less: Tax Expense for the Year	249.53	300.29
Profit after tax	1007.32	887.25
Profit brought forward from previous year	797.08	1114.99
Amount available for appropriation	1804.40	2002.24
APPROPRIATIONS:
Proposed Dividend	243.96	--
Tax on Dividend	49.67	--
Interim Dividend Paid	--	853.86
Tax on interim Dividend	--	173.85
Transfer to General Reserve	--	--
Transfer to Special Reserve Fund	201.46	177.45
Balance carried to Balance Sheet	1309.31	797.08

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Rs.2/- per equity share of the Company for the financial year ended 31st March 2017. The total cash outflow on account of dividend & tax thereon Rs. 293.63 lacs.

PERFORMANCE REVIEW

The Companyâs revenue from operation marginally decreased to Rs. 4388.02 lacs from Rs.4538.44 lacs whereas profit after tax increased to Rs.1007.32 lacs from Rs. 887.25 lacs in the previous year due to buoyancy in Capital Market.

SCHEME OF ARRANGEMENT OF DEMERGER

The Company''s Scheme of Arrangement of Demerger of SEBI Registered Intermediaries Business of the Company into LKP Securities Ltd under sections 391 to 394 of the Companies Act, 1956 and sections 52 and 55 of the Companies act 2013 was approved by the Honâble High Court of Bombay completed during the year. As per the Scheme, the equity shareholders of LKP Finance Limited were allotted 6 fully paid equity shares of Rs.2/- each in LKP Securities Ltd. for every one equity share of Rs.10/- each held by them in LKP Finance Ltd. The equity shares of LKP Securities Limited are listed at BSE Limited with effect from 1st December 2016.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the approval of shareholders, your Company has instituted the Employees Stock Option Scheme 2010 and 2014. The Scheme is administered by the Nomination and Remuneration Committee of the Board of Directors.

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 Auditorsâ 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.

SUBSIDIARIES

After implementation of Scheme of demerger of SEBI Registered Intermediaries Business of the Company into LKP Securities Ltd, LKP Securities Limited no longer remains as a subsidiary of the Company with effect from 8^th July 2016.

DIRECTORS

Mr. Pratik M. Doshi retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

The Board of Directors reappointed Mr. Mahendra V. Doshi as Executive Director with effect from 1^st April 2017. The said reappointment has been approved by the Nomination and Remuneration Committee.

The requisite Resolution for the reappointment of Mr. Mahendra V. Doshi as Executive Director, is being proposed in the Notice of the ensuing Annual General Meeting for the approval of the Members.

The information on the particulars of the Directors proposed for re-appointment has been given in the Notice of the Annual General Meeting.

Board Evaluation

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year five Board Meetings and four Audit 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.

DIRECTORSâ 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, 2017 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;

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:

Messrs Ford, Rhodes, Parks & Co.LLP, Chartered Accountants, Statutory Auditors of the Company would retire on the conclusion of this Annual General Meeting on completion of their term of appointment. Since Messrs Ford, Rhodes, Parks & Co. LLP Chartered Accountants are not eligible for reappointment as Statutory Auditors of the Company as per Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee, recommended the appointment of Messrs MGB & Co. LLP, Chartered Accountants (Firm Registration No. 101169W/W100035) as Statutory Auditors of the Company to hold office from the conclusion of this i.e. 33^rd Annual General Meeting until the conclusion of next i.e. 34^th Annual General Meeting. Consent and certificate from the said firm has been received to the effect that their appointment as Statutory Auditors of the Company, if appointed at ensuing Annual General Meeting, would be according to the terms and conditions prescribed under Section 139 of the Act and Rules framed there under. A resolution seeking their appointment forms part of the Notice convening the 33^rd Annual General Meeting and the same is recommended for your consideration and approval.

SECRETARIAL AUDIT

The observation made in the report with regard to appointment of at least one common Independent Director of Holding Company on the Board of Subsidiaries of the Company as required under Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is self explanatory.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Câ.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company has contributed funds for the promotion of education and medical aid, environmental sustainability etc. The contribution has been made to a registered trust which is mainly undertakes activities specified under Schedule VII of the Companies Act, 2013.

The report on CSR activities is annexed herewith as âAnnexure Dâ.

RELATED PARTY TRANSACTIONS

CODE OF CONDUCT:

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 âWhistle Blower Policyâ for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Companyâs 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, âWhistle Blower Policyâ has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counselor or 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

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 information required pursuant to rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this report. However, as per the first proviso to section 136(1) and second proviso of rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and the financial statements are being sent to the members of the Company excluding statement of particulars of employees under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. If any member is interested in obtaining the copy of the said statement may write to the Company Secretary in advance.

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.

CONSOLIDATED FINANCIAL STATEMENTS

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.

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 the Board of Directors

Mumbai ( M. V. Doshi )

Date: April 26, 2017 Executive Chairman

Mar 31, 2015

Dear Members,

The Directors present the Thirty First Annual Report and Audited Accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS 2014 - 2015 2013 - 2014 (Rs. in lacs) (Rs. in lacs)

Profit before tax 2240.91 707.64

Less: Tax Expense for the Year 467.23 (40.05)

Profit after tax 1773.68 747.69

Profit brought forward from 2452.47 2250.60

previous year

Amount available for appropriation 4226.16 2998.29

APPROPRIATIONS:

Proposed Dividend 243.96 243.96

Tax on Dividend 48.77 39.58

Interim Dividend Paid 1219.80 --

Tax on interim Dividend 243.89 --

Transfer to Capital Redemption -- 14.60

Reserve

Transfer to General Reserve 1000.00 100.00

Transfer to Special Reserve Fund 354.74 149.54

Excess Provision for Dividend and -- 1.86

DDT of earlier year written back

Balance carried to Balance Sheet 1114.99 2452.47

DIVIDEND

The Company paid an interim dividend during the financial year ended 31st March, 2015, Rs. 10/- per equity share (100%) on the equity share capital in February, 2015, amounting to Rs. 12,19,80,230/- (exclusive of tax on dividend).

The Directors are pleased to recommend payment of a final dividend of Rs.2/- per equity share (20%) on the equity share capital amounting to Rs. 2,43,96,046/- (exclusive of tax on dividend) for your consideration.

The total of the interim and proposed final dividends for the financial year ended 31st March 2015 is Rs. 12/- per equity share (120 %). The total cash outflow on account of dividend & tax thereon Rs.17,56,42,919/-.

PERFORMANCE REVIEW

The Company''s total income increased to Rs.8370.41 lacs from Rs. 3557.17 lacs and profit after tax to Rs. 1773.69 lacs from Rs. 747.69 lacs in the previous year.

Trading in debt papers and development of retail clients like PF/ Pension/Gratuity trust etc. has continued to yield good results.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the approval of shareholders, your Company has instituted the Employees Stock Option Scheme 2010 and 2014. The Scheme is administered by the Nomination and Remuneration Committee of the Board of Directors. The detail of Options granted during the year under review is annexed to this report.Disclosures under the Companies (Share Capital and Debentures) Rules, 2014 and Securities And Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is annexed to this report herewith as "Annexure A".

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

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 Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficiency 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.

SUBSIDIARIES

Your Company''s subsidiary, LKP Securities Ltd. has expanded its geographical reach and now has more than 2000 outlets across India.

As per the Circular No. 51/12/2007-CL-III 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 Company''s subsidiaries i.e. LKP Securities Limited, LKP Wealth Advisory Private Limited and Gayatri Cement and Chemical Industries Private Limited.

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company and it''s subsidiaries, seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the head office at 112A /203 Embassy Centre, Nariman Point, Mumbai 400 021.

DIRECTORS

Mr. Pratik M. Doshi retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re- appointment.

During the year under review Mr. Milan S. Bhise, who was appointed as an Independent Director at 30th Annual General Meeting, resigned from the Board due to his preoccupation. His resignation was accepted effective from 29th January 2015. The Board of Directors record their appreciation of the services rendered by Mr. Milan S. Bhise during his term as a Director of the Company since July, 2001.

The casual vacancy caused by resignation of Mr. Milan S. Bhise from the Board of Directors of the Company was filled in by appointment of Mrs. Anjali Suresh (holding DIN 02545317) with effect from 29th January 2015, as an Independent Woman Director.

In accordance with the requirements of Section 149 and 152 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, her continuation as an Independent Director on the Board of the Company will have to be approved by the Members of the Company.

The requisite Resolutions for the appointment of Mrs. Anjali Suresh as an Independent Woman Director, are being proposed in the Notice of the ensuing Annual General Meeting for the approval of the Members.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

During the year four Board Meetings and four Audit 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 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on March 31,2015 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.

AUDITORS'' REPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

SECRETARIAL AUDIT

Pursuant 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 B".

The observation made in the report with regard to appointment of at least one common Independent Director of Holding Company on the Board of Subsidiaries of the Company as required under Clause 49 V A, of the Listing Agreement is self explanatory. In view of resignation of Mr. Milan S. Bhise with effect from 29th January 2015, the requirement under Clause 49 III B of the Listing Agreement, quorum of two Independent Directors at Audit Committee Meeting held on 29th January 2015, could not complied with. However, the Company would ensure in future compliance of the requisite provisions.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company has contributed funds for the promotion of education and medical aid, 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 D".

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s 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.

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 Company''s website www.lkpsec.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 behaviour, actual or suspected, fraud or violation of the Company''s 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 Ethics Counsellor or 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 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 Company''s 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.

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

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.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their co- operation and support.

For and on behalf of the Board of Directors

Mumbai ( M. V. Doshi ) Date: May 05, 2015 Executive Chairman

Mar 31, 2014

The Directors present the Thirtieth Annual Report and Audited Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS 2013-2014 2012-2013 (Rs. in lacs) (Rs, in lacs)

Profit before tax 707.64 1031.07

Less: Tax Expense for the Year (40.05) 356.19

Profit after tax. 747.69 674.88

Profit brought forward from 2250.60 2140.21 previous year

Amount available for appropriation 2998.29 2815.09

APPROPRIATIONS:

Proposed Dividend 243.96 246.23

Tax on Dividend 39.58 39.94

Transfer to Capital Redemption 14.60 73.35 Reserve

Transfer to General Reserve 100.00 70.00

Transfer to Special Reserve Fund 149.54 134.98

Excess Provision for Dividend and 1.86 - DDT of earlier year written back

Balance carried to Balance Sheet 2452.47 2250.59

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ Rs.2/- per equity share of the Company for the financial year ended 31st March 2014. The total cash outflow on account of dividend & tax thereon Rs.283.54 lacs.

PERFORMANCE REVIEW

The Company''s total income increased to Rs. 3557.17 lacs from Rs. 3463.11 lacs and profit after tax to Rs. 747.69 lacs from Rs. 674.88 lacs in the previous year.

Even under difficult market conditions, the income from operations increased marginally during the year under review. Trading in debt papers and development of retail clients like PF/Pension/Gratuity trust etc. has continued to yield good results.

BUY- BACK

At the Board meeting held on 29th May 2012, the Board of Directors of the Company had approved to buyback the Company''s full paid up equity shares of Rs. 10/- each from open market through Stock Exchange route, subject to maximum Buyback price of Rs. 80/- per share, up to an aggregate amount not exceeding Rs. 12,40,00,000/- (Rupees Twelve Crores Forty Lac Only) [excluding brokerage costs, SEBI Turnover charges, taxes such as Securities Transaction tax, service tax and relevant stamp duty] in accordance with the provisions contained in the Articles of Association, Section 77A,77AA,77B and other applicable provisions of the Companies Act 1956 and the provisions contained in the SEBI (Buy Back of Securities) Regulations, 1998 including any statutory modifications and amendments from time to time for the time being in force ("Buyback Regulations"). Pursuant to the aforesaid approval, the Buyback was completed on 28* May 2013. The Company had bought-back from the Open Market on B S E Limited in aggregate 8,79,466 equity shares at an average price of Rs 61.19 per share. Hence the paid up equity share capital of the company as on March 31, 2014 stands reduced to Rs. 12,19,80,230 divided into 1,21,98,023 equity shares of Rs. 10/- each.

EMPLOYEES STOCK OPTION SCHEME

Disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this report.

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.

SUBSIDIARIES

Your Company''s subsidiary, LKP Securities Ltd. has expanded its geographical reach and now has 1540 outlets across India.

As per the Circular No. 51/12/2007rCL-III 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 Company''s subsidiaries i.e. LKP Securities Limited and Gayatri Cement and Chemical Industries Private Limited.

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company and its subsidiaries, seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the head office at 112A/203 Embassy Centre, Nariman Point, Mumbai 400 021.

STATUTORY DISCLOSURE

During the year under review the Company did not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

The provisions of Section 217(l)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

DIRECTORS

Mr. Hariharan Padmanabhan retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his re- appointment.

As per the notification of section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Milan S. Bhise and Mr. Vineet N. Suchanti as Independent Directors for five consecutive years for a term up to 31st March 2019. Detail of the proposal for appointment of Mr. Milan S. Bhise and Mr. Vineet N. Suchanti are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 30* Annual General Meeting.

Board of Directors in their meeting held on 9"1 May 2014, re- appointed for a period of 3 years with effect from April, 01, 2014 Mr. Mahendra V. Doshi as an Executive Chairman of the Company.

Board of Directors in their meeting held on 30* July 2013, had approved the re-appointment of Mr. Pratik M. Doshi as the Whole- time Director of LKP Securities Limited a Subsidiary Company of your Company for a period of 3 years with effect from 26th October 2013.

AUDITORS''REPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the provision prescribed under Section 139 ofthe Companies Act, 2013. Your Directors recommend their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) ofthe Companies Act, 1956, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment 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 Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their co- operation and support.

For and on behalf of the Board of Directors

Mumbai (M. V. Doshi)

Date: May 09, 2014 Executive Chairman

Mar 31, 2013

The Directors present the Twenty Ninth Annual Report and Audited Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS 2012-2013 2011-2012 (Rs. in lacs) (Rs. in lacs)

Profit before tax 1031.07 745.11

Less: Tax Expense for the year 356.19 258.68

Profit after tax 674.88 486.43

Profit brought forward from 2140.21 2095.05 previous year

Amount available for 2815.09 2581.48 appropriation

APPROPRIATIONS:

Proposed Dividend 246.23 261.55

Tax on Dividend 39.94 42.43

Transfer to Capital Redemption 73.35 -- Reserve

Transfer to General Reserve 70.00 40.00

Transfer to Special Reserve Fund 134.98 97.29

Balance carried to Balance Sheet 2250.59 2140.21

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ Rs.2/- per equity share of the Company for the financial year ended 31st March 2013. The total cash outflow on account of dividend & tax thereon Rs.286.17 lacs.

PERFORMANCE REVIEW

The Company''s total income increased to Rs. 3463.11 lacs from Rs. 2220.69 lacs and profit after tax to Rs. 674.88 lacs from Rs. 486.43 lacs in the previous year.

Even under though difficult market conditions, the income from operation increased during the year under review. Trading in debt papers and development of retail clients like PF/Pension/Gratuity trust etc. has continued to yield good results. Further the Company substantially increased its business of loan against security of shares.

BUY- BACK

At the Board meeting held on 29th May 2012, the Board of Directors of the Company has approved to Buyback the Company''s full paid up equity shares of Rs. 10/- each from open market through Stock Exchange route, subject to maximum Buyback price of Rs. 80/- per share, upto an aggregate amount not exceeding Rs.12,40,00,000/- (Rupees Twelve Crores Forty Lac Only) [excluding brokerage costs, SEBI Turnover charges, taxes such as Securities Transaction tax, service tax and relevant stamp duty] in accordance with the provisions contained in the Articles of Association, Section 77A,77AA,77B and other applicable provisions of the Companies Act 1956 and the provisions contained in the SEBI (Buy Back of Securities) Regulations, 1998 including any statutory modifications and amendments from time to time for the time being in force ("Buyback Regulations"). The above stated aggregate amount is not exceeding 10% of the paid-up capital and free reserves of the Company as per the Audited Annual Accounts of the Company for the financial year ended March 31, 2012.

Pursuant to the aforesaid approval the Company has bought-back from the Open Market on B S E Limited 7,41,423 equity shares upto March 31, 2013 at an average price of Rs 60.98 per share. Out of the shares bought-back, 7,33,495 equity shares have been extinguished till March 31, 2013. Hence the paid up equity share capital of the company as on March 31, 2013 stands reduced by Rs 73,34,950 to Rs. 12,34,39,940 divided into 1,23,43,994 equity shares of Rs. 10/- each.

EMPLOYEES STOCK OPTION SCHEME

Disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this report.

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.

SUBSIDIARIES

Your Company''s subsidiary, LKP Securities Ltd. has expanded its geographical reach and now has 1030 outlets across India.

As per the Circular No. 51/12/2007-CL-III 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 Company''s subsidiaries i.e. LKP Securities Limited and Gayatri Cement and Chemical Industries Private Limited.

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company and it''s subsidiaries, seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the head office at 112A /203 Embassy Centre, Nariman Point, Mumbai 400 021.

STATUTORY DISCLOSURE

During the year under review the Company did not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

The provisions of Section 217(1)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

DIRECTORS

Mr. Milan S. Bhise and Mr. Vineet N. Suchanti retire by rotation and being eligible offers themselves for re-appointment. Your Directors recommend their re-appointment.

AUDITORS'' REPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgement 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 Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21,the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers, Institutions and Employees for their co- operation and support.

For and on behalf of the Board of Directors

Mumbai (M. V. Doshi)

Date: April 29, 2013 Executive Chairman

Mar 31, 2012

The Directors present the Twenty Eighth Annual Report and Audited Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS 2011-2012 2010 - 2011 (Rs. in lacs) (Rs. in lacs)

Profit before tax 745.12 3276.49

Less: Provision for Tax (Including 258.68 664.79 Deferred Tax)

Profit after tax 486.44 2611.70

Add: Previous year Items - 352.72

Profit brought forward from 2095.05 1672.86

previous year

Amount available for appropriation 2581.49 4637.28

APPROPRIATIONS:

Proposed Dividend 261.55 1307.75

Tax on Dividend 42.43 212.14

Transfer to General Reserve 40.00 500.00

Transfer to Special Reserve Fund 97.29 522.34

Balance carried to Balance Sheet 2140.22 2095.05

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ Rs. 2/- per equity share of the Company for the financial year ended 31sl March 2012. The total cash outflow on account of dividend & tax thereon Rs.303.98 lacs.

PERFORMANCE REVIEW

The Company's total income decreased to Rs. 2,220.69 lacs from Rs. 5,325.21 lacs and profit after tax to Rs. 486.44 lacs from Rs. 2,611.70 lacs in the previous year.

Due to difficult market condition, the income from investments decreased during the year under review. However trading in debt papers and development of retail clients like PF/Pension/Gratuity trust etc. has continued to yield good results. Further the Company substantially increased its business of loan against security of shares.

EMPLOYEES STOCK OPTION SCHEME

Disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this report.

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.

SUBSIDIARIES

Your Company's subsidiary, LKP Securities Ltd. has expanded its geographical reach and now has 810 outlets across India.

As per the Circular No. 51/12/2007-CL-III 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 Company's subsidiaries i.e. LKP Securities Limited and Gayatri Cement and Chemical Industries Private Limited.

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company and it's subsidiaries, seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the head office at 112A /203 Embassy Centre, Nariman Point, Mumbai 400 021.

STATUTORY DISCLOSURE

During the year under review the Company did not have any employee falling within the scope of Section 217 (2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

The provisions of Section 217(l)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

DIRECTORS

Mr. Mahendra V. Doshi and Mr. Pratik M. Doshi retire by rotation and being eligible offers themselves for re-appointment. Your Directors recommend their re-appointment.

AUDITORS' REPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956. the Directors hereby confirm that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgement 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 Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers , Institutions and Employees for their co- operation and support.

For and on behalf of the Board of Directors

Mumbai (M. V. Doshi)

Date: April 24, 2012 Executive Chairman

Mar 31, 2011

The Directors present the Twenty Seventh Annual Report and Audited Accounts of the Company for the year ended March 31,2011.

FINANCIAL RESULTS 2010-2011 2009-2010 (Rs. in lacs) (Rs. in lacs)

Profit before tax 3276.49 2099.70

Less: Provision for Tax 664.79 178.07

Profit after tax 2611.70 1921.63

Add: Previous year Items 352.72 16.94

Profit brought forward from 1672.86 3133.98 previous year

Amount available for 4637.28 5072.56 appropriation

APPROPRIATIONS:

Proposed Dividend 1307.75 915.42

Tax on Dividend 212.14 155.58

Transfer to Capital Redemption - 36.13 Reserve

Transfer to General Reserve 500.00 200.00

Transfer to Special Reserve 522.34 2092.57 Fund

Balance carried to Balance Sheet 2095.05 1672.86

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ Rs. 10/- per equity share of the Company for the financial year ended 31st March 2011. The total cash outflow on account of dividend & tax thereon Rs. 1,519.89 lacs.

PERFORMANCE REVIEW

The Companys total income increased to Rs. 5,374.28 lacs from Rs. 3,612.25 lacs and profit after tax to Rs.2,611.70 lacs from Rs. 1,921.63 lacs in the previous year.

The income from investments increased substantially and trading in debt papers and development of retail clients like PF/Pension/Gratuity trust etc. has yielded good results. Further the Company substantially increased its business of loan against security of shares.

The Company continued with its efforts to recover over dues from its clients. During the year under review the Company has recovered Rs. 328.46 lacs by resorting to legal recourse.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to the approval of shareholders, your Company has instituted the Employees Stock Option Scheme. The Scheme is administered by the Compensation Committee of the Board of Directors. The detail of Options granted during the year under review is annexed to this report.

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.

SUBSIDIARIES

Your Companys subsidiary, LKP Securities Ltd. has expanded its geographical reach and now has 407 outlets across India.

As per the Circular No. 51/12/2007-CL-III 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 subsidiaries i.e. LKP Securities Limited and Gayatri Cement and Chemical Industries Private Limited.

The annual accounts of the aforesaid subsidiaries and the related detailed information shall be made available to shareholders of the Company and its subsidiaries, seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the head office at 112A /203 Embassy Centre, Nariman Point, Mumbai 400 021.

STATUTORY DISCLOSURE

The Particulars of Employees falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and Accounts is being sent to all shareholders of the Company excluding the above Statement. Any shareholder interested in obtaining a copy of the said Statement may write to the Company at its Registered Office.

The provisions of Section 217(l)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption do not apply to your Company. There are no foreign exchange earnings & outgo during the year under report.

DIRECTORS

Mr. Vineet N. Suchanti and Mr. Milan S. Bhise retire by rotation and being eligible offers themselves for re-appointment. Your Directors recommend their re-appointment.

AUDITORS REPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend their re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i) in the preparation of .the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgement 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 Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability ;

iv) the Directors have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of this Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers , Institutions and Employees for their co-operation and support.

For and on behalf of the Board of Directors

(M. V. Doshi) Executive Chairman

Mumbai Date: April 29, 2011

Mar 31, 2010

The Directors present the Twenty Sixth Annual Report and Audited Accounts of the Company for the year ended March 31,2010.

FINANCIAL RESULTS 2009-2010 2008-2009 (Rs. in lacs) (Rs. in lacs) Profit / (Loss) before tax 2099.70 9267.54 Less/(Add): Provision for Tax & 178.07 726.32 Fringe Benefit Tax Profit/(Loss) after tax 1921.63 8541.22 Add: Previous year Items 16.94 - Profit/(Loss) brought forward from 3133.98 642.64 previous year Amount available for appropriation 5072.% 9183.86 APPROPRIATIONS: Proposed Dividend 915.42 889.79 Tax on Dividend 155.58 151.22 Transfer to Capital Redemption 36.13 8.87 Reserve Account Transfer to General Reserve 200.00 5000.00 Transfer to Special Reserve Fund 2092.57 - Balance carried to Balance Sheet 1672.85 3133.98

DIVIDEND

The Board of Directors are pleased to recommend a dividend @ Rs. II- per equity share of the Company for the financial year ended 31s1 March 2010. The total cash outflow on account of dividend & tax thereon Rs. 1,071.00 lacs.

PERFORMANCE REVIEW

The Companys total income decreased from Rs. 10,283.42 lacs to Rs. 3,612.25 lacs and profit after tax Rs. 1,921.64 lacs from Rs. 8541.22 lacs in the previous year.

The figures of the year under review are not strictly comparable with those of the previous year. During the previous year, the Company had divested major portion of its holdings in the shares of Thomas Cook (India) Ltd. received pursuant to the merger of LKP Forex Limited with Thomas Cook (India) Limited by tendering them under the open offer announced by Thomas Cook (UK) Limited.

The efforts of the Fixed Income Market team to develop trading in debt papers and development of retail clients like PF/Pension/ Gratuity trust etc. has yielded good results.

The Company continues its efforts to generate non-fund based business. Also your Company continues to make all efforts to recover over-dues from the clients by negotiations or by resorting to legal recourse.

SHARE CAPITAL

In term of consent of the Members which was obtained by way of a special resolution passed on 22nd January 2009, as per Section 192A of the Companies Act, 1956, read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, the buy-back of equity shares of the Company under Section 77A of the Companies Act, 1956, was commenced on February 24, 2009 and was closed with effect from July 17, 2009. The Company had bought-back and extinguished in aggregate 4,50,000 equity shares from the Open Market on the Bombay Stock Exchange Limited at an average price Rs. 77.70 per equity Share. The total amount expended in the buy back is Rs. 349.65 lacs, being 37% of the maximum authorized buy back amount.

On March 31,2010 the Company has allotted 7,27,489 equity shares of Rs. 10/- each, at a premium of Rs. 110/- per share in full conversion of 7,27,489 11 % Compulsorily Convertible Debentures of Rs. 120/- each fully paid-up to Agrud Captal Pte. Ltd., Singapore, in term of Special Resolution dated 27th August 2009 passed by members through Postal Ballot.

The paid up equity share capital of the company as on March 31, 2010 stands at Rs. 13,07,74,890/- divided into 1,30,77,489 equity shares of Rs. 10/- each fully paid- up.

ESOP

With a view to motivating the employees of the Company and its subsidiary (LKP Securities Limited) by rewarding performance, retaining best talents and to enable them to participate in the future growth and success of the Company, the Board has considered it prudent to introduce Employees Stock Option Scheme 2010 (ESOP). The said ESOP has been formulated in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999. The said ESOP could give rise to the issue of equity shares not exceeding 9,05,000 equity shares of Rs. 10/- each at such price, in one or more tranches and on such terms and conditions, as may be fixed or determined by the Board in accordance with the Guidelines or other provisions of the law as may be prevailing from time to time. The consent of members for the said ESOP has been obtained by special resolutions passed on 17th March 2010, as per Section 192A of the Companies Act, 1956, read with die Companies (Passing of the Resolution by Postal Ballot) Rules, 2001. The Compensation Committee has granted 5,99,500 Stock Options to the eligible employees in terms of the said Plan during the financial year 2010-2011.

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.

SUBSIDIARIES

Your Companys subsidiary, LKP Securities Ltd. has reported improved results. LKP Securities Ltd. has expanded its geographical reach and now has 414 outlets across 147 cities in India.

During the year under review M/s Gayatri Cement and Chemical Industries Pvt. Ltd. became Wholly Owned Subsidiary of the Company.

Pursuant to Section 212 of the Companies Act, 1956, the relevant Statement along with the Directors Report and the Audited Statement of Accounts of subsidiaries of the Company are appended to this report.

STATUTORY DISCLOSURE

The Particulars of Employees falling within the scope of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per Section 219(lXb)(iv) of the Companies Act, 1956, the Report and Accounts is being sent to all shareholders of the Company excluding the above Statement. Any shareholder interested in obtaining a copy of the said Statement may write to the Company at its Registered Office.

The provisions of Section 217(lXe) of the Companies Act, 1956, relating to conservation of energy and technology absorption do not apply to your Company. There is no foreign exchange earnings during the year under report. The detail of outgo is mentioned in point no. 10 of Notes to Accounts under Schedule 16.

DIRECTORS

Mr. Mahendra V. Doshi retires by rotation and being eligible offers himself for reappointment. Mr. Mahendra V. Doshi is re-appointed with revised remuneration as an Executive Chairman of the Company for a period of 5 years with effect from April 1, 2009 by a Special Resolution passed by members through postal ballot on March 17, 2010.

At the Board Meeting held on October 26, 2009, Mr. Hariharan Padmanabhan and Mr. Pratik M. Doshi were appointed as additional Directors on the Board. Resolutions for their re-appointment as Directors are placed in the Notice for consideration of the members. The Directors recommend these Resolutions for acceptance.

Mr. Sayanta Basu is appointed on October 26, 2009 as a Nominee Director on the Board by the strategic equity investor Agrud Captal Pte. Ltd., Singapore.

AUDITORSREPORT

M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, Mumbai, retire at the conclusion of the forthcoming Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (1-B) of the Companies Act, 1956. Your Directors recommend their re-appointment.

DmECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that: i

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) me Directors have selected such accounting policies and applied them consistently and made judgement 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 mat period;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability;

iv) the Directors have prepared the annual accounts on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part of this Report and Accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Companies as approved by their Board of Directors.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with a Certificate of compliance from the Auditors and Management Discussion and Analysis Report forms part of mis Report

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation to Shareholders, Bankers , Institutions and Employees for their co- operation and support

For and on behalf of the Board of Directors Mumbai (M.V. Doshi) Date: April 28,2010 Executive Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article