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JM Financial Ltd.

BSE: 523405 Sector: Financials
NSE: JMFINANCIL ISIN Code: INE780C01023
BSE 00:00 | 26 Oct 79.80 -0.05
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NSE 00:00 | 26 Oct 80.20 0.85
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OPEN 82.00
PREVIOUS CLOSE 79.85
VOLUME 403935
52-Week high 126.00
52-Week low 55.50
P/E 51.48
Mkt Cap.(Rs cr) 7,599
Buy Price 79.80
Buy Qty 422.00
Sell Price 79.80
Sell Qty 1578.00
OPEN 82.00
CLOSE 79.85
VOLUME 403935
52-Week high 126.00
52-Week low 55.50
P/E 51.48
Mkt Cap.(Rs cr) 7,599
Buy Price 79.80
Buy Qty 422.00
Sell Price 79.80
Sell Qty 1578.00

JM Financial Ltd. (JMFINANCIL) - Director Report

Company director report

Dear Members

The Directors of the Company are pleased to present their Thirty Fifth Annual Reporttogether with the audited financial statements for the financial year ended March 312020.

FINANCIAL PERFORMANCE

The key highlights of the consolidated and standalone financial results of the Companyare summarised below:

Rs in Crore

Particulars

Consolidated

Standalone

2019-20 2018-19 2019-20 2018-19
Gross income 3453.55 3499.49 303.07 270.51
Profit before depreciation and amortisation expense finance costs and tax expenses 2520.42 2756.11 176.44 137.12
Less: Depreciation and amortisation expense 41.04 27.11 12.18 1.86
Finance costs 1385.86 1446.21 7.81 19.56
Profit before tax 1093.52 1282.79 156.45 115.70
Current tax 328.52 489.23 32.16 6.66
Deferred tax (15.92) (42.49) (3.11) (2.59)
Tax adjustments of earlier years (net) 3.38 (0.43) 0.09 0.33
Net Profit after tax but before share in profit of associate 777.54 836.48 127.31 111.30
Add: Share in profit of associate 0.41 0.57 - -
Net Profit after tax and share in profit of associate 777.95 837.05 127.31 111.30
Other Comprehensive Income 8.68 7.82 (0.29) (0.04)
Total Comprehensive Income 786.63 844.87 127.02 111.26
Net Profit Attributable to:
Owners of the Company 544.98 572.18 - -
Non-Controlling Interests 232.97 264.87 - -
Total Comprehensive Income Attributable to:
Owners of the Company 553.76 580.11 - -
Non-Controlling Interests 232.87 264.76 - -

APPROPRIATIONS

The following appropriations have been made from the available profits of the Companyfor the financial year 2019-20.

Particulars

Consolidated

Standalone

2019-20 2018-19 2019-20 2018-19
Net Profit 544.98 572.18 127.31 111.30
Add/(less): Other Comprehensive Income (1.09) (0.44) (0.29) (0.04)
Add: Balance profit brought forward from previous year 2524.91 2271.69 842.07 870.62
Add: Transfer from Debenture redemption reserve 33.76 - - -
Add: On loss of control in subsidiary trusts transferred from Capital reserve on consolidation - 4.27 - -
Profit available for appropriation 3102.56 2847.70 969.09 981.88
Less: Appropriations
Interim dividend - 41.99 - 41.99
Final dividend 42.00 92.26 42.00 92.26
Dividend distribution tax 3.61 28.25 1.37 5.56
Transfer to Statutory reserve - I 112.47 126.53 - -
Transfer to Statutory reserve - II 1.48 - - -
Transfer to Debenture redemption reserve - 33.76 - -
Surplus carried to balance sheet 2943.00 2524.91 925.72 842.07

Consolidated Financial Performance

The Consolidated Gross Income of the Company for the financial year ended March 312020 is marginally lower by 1.31% at Rs 3453.55 Crore vis-a-vis Rs 3499.49 Crore in theprevious year. Consolidated Net Profit during the said financial year is Rs 544.98 Croreas compared to Rs 572.18 Crore in the previous year registering a decrease of 4.75%. Thedecrease in the net profit is mainly due to decline in profits from distressed creditsegment to Rs 29.85 Crore during the financial year 2019-20 from Rs 94.71 Crore for thefinancial year 2018-19. Also during the last quarter of FY 2019-20 the outbreak ofCOVID-19 pandemic across the globe and in India led to a significant decline andvolatility in the global and Indian financial markets and slowdown in the economicactivities. Accordingly the statement of profit and loss for the year ended March 312020 includes an incremental gross impairment provision and fair value loss aggregating Rs175.21 Crore which significantly includes potential impact on account of the pandemic.The adjusted profit after tax (Pre COVID impact) for the current year would have been Rs621.08 Crore.

Consolidated financial statements for the financial year ended March 31 2020 have beenprepared in accordance with Section 133 of the Companies Act 2013 (the “Act”)read with the rules made thereunder and Indian Accounting Standards (Ind AS) 110. Theconsolidated financials reflect the cumulative performance of the Company together withits various subsidiary and associate companies.

Detailed description about the business carried on by the Company and itssubsidiaries/associate is contained in the Management Discussion and Analysis Reportforming part of this Annual Report.

Standalone Financial Performance

The Gross Income of the Company was higher at Rs 303.07 Crore for the year ended March31 2020 as against Rs 270.51 Crore in the previous year an increase of 12.04%. TheCompany made a Net Profit of Rs 127.31 Crore for the year ended March 31 2020 as comparedto the Net Profit of Rs 111.30 Crore in the previous year registering an increase of14.38%. The higher income and corresponding increase in the net profit is on account ofincrease in fee income from Rs 120.38 Crore in the FY 2018-19 to Rs 219.45 Crore in theyear under review arising out of increase in deal closures in investment banking business.The said increase is offset by decrease in dividend income from subsidiaries of Rs 35.53Crore (previous year Rs 110.37 Crore) during the year under review.

Pursuant to the provisions of Section 136 of the Act the Annual Report of the Companycontaining inter alia its standalone and the consolidated financial statements alongwith the relevant documents and separate audited financial statements for eachsubsidiaries are available on the website of the Company viz.https://imfi.com/investor-relation/ financial-results.html.

DIVIDEND

The Board of Directors of your Company has recommended a payment of dividend of Rs 0.20per share of the face value of Rs 1.00 each for the financial year 2019-20 as compared toRs 1.00 per share ( Rs 0.50 interim and Rs 0.50 final) paid for the previous financialyear.

The recommendation of lower dividend for the financial year 2019-20 is to conserve cashin the Company to meet the uncertainties arising out of COVID-19. The distribution oflower amount is notwithstanding the dividend distribution policy of the Company a copywhereof is available on the website www.imfi.com.

The total outgo on account of dividend would entail Rs 16.82 Crore for the financialyear 2019-20 as against Rs 83.99 Crore (both interim and final) for the previous year.

The dividend if declared at the Thirty Fifth Annual General Meeting will be paid tothose members whose names appear on the Register of Members/List of Beneficial Owners onMay 18 2020.

COVID-19

As the members are aware the outbreak of COVID-19 has been declared as pandemic by theWorld Health Organisation (WHO) affecting vast majority of people across the Globeincluding India. This event has forced the Indian Government among others to impose alockdown from last week of March 2020. Your Company has activated business continuity planand mandated large part of its employees to continue to work from home or remotely witheffect from March 16 2020 barring employees rendering essential services. This has hadadverse impact on the businesses of the Group. COVID-19 has led to a significant declinein the global and Indian financial markets and slowdown in the economic activities.

SHARE CAPITAL

As on March 31 2020 the issued subscribed and paid-up equity share capital of theCompany stood at Rs 841224647 (comprising 841224647 equity shares of the face valueof  Rs 1/- each) as against Rs 839931463 (comprising 839931463 equity shares ofthe face value of Rs 1/- each) at the end of the previous financial year. During the yearunder review an aggregate of 1293184 equity shares were issued and allotted to theeligible employees of the Company and its subsidiaries pursuant to exercise of stockoptions by them under the Company's Employees' Stock Option Scheme - Series 5 to Series11.

EMPLOYEES Rs STOCK OPTION SCHEME

The Company's Employees' Stock Option Scheme is in compliance with the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 (the “SBEBRegulations”) and SEBI Circulars issued from time to time concerning the saidregulations. Deloitte Haskins & Sells LLP the Statutory Auditors of the Company hascertified that the Company's Employees Rs Stock Option Scheme has been implemented inaccordance with the SBEB Regulations.

Up to March 31 2020 an aggregate of 27943563 stock options had been exercised bythe eligible employees of the Company and its subsidiaries. The aggregate number of stockoptions outstanding as at March 31 2020 are 3645232.

The Nomination and Remuneration Committee of the Board at its meeting held on April17 2020 has further granted 1856913 stock options to the eligible employees of theCompany and its subsidiaries under the Employees Rs Stock Option Scheme - Series 13.

Information as required under the SBEB Regulations read with SEBI CircularCIR/CFD/POLICY CELL/2/2015 dated June 16 2015 is appended to this Report as Annexure Aand also uploaded on the Company's website at www.imfi.com.

The relevant disclosures in terms of the Ind AS 102 relating to share based paymentforms part of Note 31 of the Notes to the standalone financial statements and Note 42 ofthe Notes to the consolidated financial statements of the Company.

DEPOSITS

In terms of Section 73 of the Act read with the Companies (Acceptance of Deposits)Rules 2014 the Company has neither invited nor accepted any deposits from public and assuch no amount on account of principal or interest on deposits from public wasoutstanding as on March 31 2020.

SUBSIDIARIES AND ASSOCIATE

The Company has following subsidiaries (including step down subsidiaries) and anassociate company:

Subsidiaries

1. JM Financial Institutional Securities Limited

2. JM Financial Services Limited

3. JM Financial Capital Limited

4. JM Financial Commtrade Limited

5. JM Financial Overseas Holdings Private Limited (Mauritius)

6. JM Financial Singapore Pte Limited (Singapore)

7. JM Financial Securities Inc. (Delaware - United States of America)

8. Infinite India Investment Management Limited

9. JM Financial Properties and Holdings Limited

10. CR Retail Malls (India) Limited

11. JM Financial Products Limited

12. JM Financial Credit Solutions Limited

13. JM Financial Home Loans Limited

14. JM Financial Asset Reconstruction Company Limited

15. JM Financial Asset Management Limited

Associate

JM Financial Trustee Company Private Limited There has been no material change in thenature of the business of subsidiaries. The segment wise business activities of thesubsidiaries their performance and financial position are described in detail in theManagement Discussion and Analysis Report which forms part of this Report.

A report on the performance and financial position of each of the subsidiary andassociate companies is included in the consolidated financial statement and theircontribution to the overall performance of the Company is provided in Form AOC-1 whichforms part of the Annual Report.

Additionally Astute Investments is a partnership firm having two partners viz. JMFinancial Services Limited and JM Financial Properties and Holdings Limited which are thewholly owned subsidiaries of the Company.

AWARDS AND RECOGNITION

The Asset Triple A Country Awards 2019 JM Financial Limited awarded for the ‘Best IPO Rs (Embassy Office Parks REIT US$ 688 million IPO).
BSE Award 2019 JM Financial Services Limited recognised by BSE Ltd. among the Top Performers in Primary Market Segment (Debt Public Issue Bids - Members and Equity - IPO/FPO Bids - Members).
The Great Place to Work Institute. India's Great Mid-Size Workplaces 2019 JM Financial Services Limited recognised as ‘India's Best Companies To Work For 2019 - Investments Industry'.
The Great Place to Work Institute. India's Great Mid-Size Workplaces 2019 JM Financial Asset Management Limited ranked among Top 30 in India's Great Mid-Size Workplaces.
India's 20 Best Workplaces in BFSI by Great Place to Work JM Financial Services Limited recognised among India's 20 Best Workplaces in BFSI - 2019 by Great Place to Work.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with Section 152 of the Act and the Articles of Association of theCompany Mr. Nimesh Kampani (DIN 00009071) non-executive director of the Company retiresby rotation at this Annual General Meeting of the Company. Being eligible Mr. Kampani hasoffered himself for reappointment as a Director. The brief details of Mr. Kampani who isproposed to be re-appointed as required under Secretarial Standard 2 (“SS-2”)and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended (the “Listing Regulations”) is beingprovided in the Notice convening the Annual General Meeting of the Company.

As was reported in the previous year's report Mr. E A Kshirsagar Mr. Darius EUdwadia Dr. Vijay Kelkar Mr. Paul Zuckerman and Mr. Keki Dadiseth were re-appointed asindependent directors of the Company for a further term of 3 (three) years with effectfrom July 3 2019. Similarly Ms. Jagi Mangat Panda was also re-appointed as anindependent director of the Company for a further term of 5 (five) years with effect fromMarch 31 2020.

All the Directors of the Company have confirmed that they are not disqualified to actas Directors of the Company in terms of Section 164 of the Act.

Mr. Vishal Kampani Managing Director Mr. Prashant Choksi Company Secretary and Mr.Manish Sheth Chief Financial Officer are the Key Managerial Personnel (“KMPs”)within the meaning of Section 2(51) read with Section 203(1) of the Act.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their respective declarationsunder Section 149(6) of the Act that they qualify to be independent directors pursuant toRule 5 and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules2014. They have also confirmed that they meet the requirements of ‘IndependentDirector Rs as mentioned under Regulation 16(1)(b) of the Listing Regulations.

BOARD MEETINGS

During the year 6 (six) meetings of the Board of Directors were held. Details aboutthe Board meetings and committee meetings are given in the Corporate Governance Reportwhich forms part of this Report. The intervening gap between any 2 (two) meetings of theBoard was not more than 120 (one hundred and twenty) days as stipulated under the Act andListing Regulations.

POLICIES ON APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

Pursuant to sub-section (3) of Section 178 of the Act and Regulation 19(4) of theListing Regulations the Company has adopted policies on selection and appointment ofdirectors and on performance evaluation and remuneration of directors. The details ofremuneration and other matters have been disclosed at length in the Corporate GovernanceReport which forms part of this Report.

In accordance with the applicable provisions of the Act and the Listing Regulationsthese policies are uploaded on the website of the Company viz. www.imfi.com.

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an annual evaluation of its own performance and that of its committeesincluding performance of the directors individually. Through a structured questionnaire afeedback from each director was obtained as part of performance evaluation. This was donein accordance with the Company's policy on performance evaluation and Guidance Note on theboard evaluation issued by SEBI. The Nomination and Remuneration Committee of the Boardhas also carried out the evaluation of the performance of all the individual directorsthe Chairman and the Managing Director of the Company.

The performance evaluation of individual directors including the Chairman and theManaging Director inter alia was done based on the criteria such as professionalconduct roles and functions discharge of duties and their contribution toBoard/Committees/Senior Management. The questionnaire prepared for evaluation of the boardas a whole and its committees also covered various aspects such as structure andcomposition effectiveness of the board process information roles and responsibilitiesand functioning of the Board and its Committees establishment and determination ofresponsibilities of Committees the quality of relationships between the Board and themanagement and professional development.

The performance evaluation of the non-independent Directors viz. the Chairman theManaging Director and the Board as a whole was carried out by the Independent Directors attheir separate meeting held on March 20 2020 taking into account the views of theexecutive director and the non-executive directors.

BOARD COMMITTEES

The Board has formulated the following Committees to take informed decisions in thebest interests of the Company. Details of all the Committees along with their compositionterms of reference and meetings held during the year are provided in the Report onCorporate Governance which forms part of this Report:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders' Relationship Committee

5. Risk Management Committee

6. Allotment Committee

DIRECTORS Rs RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act with respect toDirectors Rs Responsibility Statement the Directors hereby confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departure has been made in following the same;

(b) appropriate accounting policies have been selected and applied consistently andjudgements and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

(c) proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) internal financial controls to be followed by the Company had been laid down andsuch internal financial controls are adequate and are operating effectively; and

(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

STATUTORY AUDITORS

Deloitte Haskins & Sells LLP Chartered Accountants are the statutory auditors ofthe Company. They were appointed as the statutory auditors for a period of 5 (five) yearsfrom the conclusion of the Thirty Second Annual General Meeting of the Company held onJuly 24 2017 until the conclusion of the Thirty Seventh Annual General Meeting pursuantto the applicable provisions of the Act. The requirement to place the matter relating toappointment of auditors for ratification by the members at every AGM has been done away bythe Companies (Amendment) Act 2017. Accordingly no resolution has been proposed forratification of appointment of statutory auditors at the ensuing Annual General Meeting.

AUDITORS REPORT

The statutory auditors have issued their unmodified opinion both on standalone andconsolidated financial statements for the year ended March 31 2020 and that they have nothighlighted any qualifications reservations adverse remarks or disclaimers. Thestatutory auditors have not reported any incident of fraud to the Audit Committee of theCompany during the financial year 2019-20. The notes to the Accounts referred to in theAuditors Rs Report are self-explanatory and therefore do not call for any furtherexplanation and comments.

SECRETARIAL AUDIT

M/s. N. L. Bhatia & Associates Company Secretaries in Practice have conducted theSecretarial Audit of the Company pursuant to the provisions of Section 204 of the Act andRegulation 24A of the Listing Regulations. The appointment of the Secretarial Auditor hasbeen made in terms of Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The Secretarial Audit Report for the financial year ended March31 2020 is appended to this Report as Annexure B. There are no qualificationsreservations adverse remarks or disclaimers made by Secretarial Auditors in their AuditReport.

SECRETARIAL AUDIT OF MATERIAL UNLISTED INDIAN SUBSIDIARIES

All the material subsidiaries of the Company had undertaken Secretarial Audit forfinancial year 2019-20 pursuant to Section 204 of the Act and the said report there onforms part of such subsidiaries Rs respective annual reports.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards i.e. SS-1 relatingto Meetings of the Board of Directors and SS-2 relating to General Meetings respectively.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (the “Committee”) isestablished by the Board in accordance with Section 135 of the Act. The Committee hasapproved and adopted the Corporate Social Responsibility (“CSR”) policywhich lists out the activities that can be undertaken or supported by the Company withinthe applicable provisions of the Act. Apart from the composition requirements of theCommittee the CSR Policy inter alia lays out the criteria for selection of projects andareas annual allocation modalities of execution/implementation of activities and themonitoring mechanism of CSR activities/projects. The details of CSR activities as requiredunder Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules 2014 areprovided in the Annexure C appended to this Report.

RISK MANAGEMENT

Risk management forms an integral part of our business operations and monitoringactivities. The Company and its subsidiaries are exposed to a variety of risks includingliquidity risk interest rate risk market credit risk operational risk regulatory andcompliance risk business continuity risk legal risk competition risk and riskspertaining to COVID-19 pandemic. The Company has formulated comprehensive risk managementpolicies and processes to identify evaluate and manage risks that are encountered duringconduct of business activities in an effective manner.

Risk Management Committee is formulated by the Board to frame implement and monitorthe risk management plan including functions relating to cyber security assess the risksmeasures to mitigate the risks. The Board reviews the effectiveness of risk managementsystems in place and ensures that the risks are effectively managed. The Audit Committeehas additional oversight in the area of financial risks and controls.

Details about development and implementation of risk management policy have beencovered at length in the Management Discussion and Analysis Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Board has adopted accounting policies which are in accordance with Section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules 2015.

The internal financial control system of the Company is supplemented with internalaudits regular reviews by the management and checks by external auditors. It providesreasonable assurance in respect of providing financial and operational informationcomplying with applicable statues safeguarding of assets of the Company prevention anddetection of frauds accuracy and completeness of accounting records and ensuringcompliance with the Company's policies. The Audit Committee monitors this system andensures adequacy of the same. The Statutory Auditors and the Internal Auditors of theCompany also provides their opinion on the internal financial control framework of theCompany.

During the year no material or serious observations have been highlighted forinefficiency or inadequacy of such controls. The details of adequacy of Internal FinancialControls are given at length in the Management Discussion and Analysis Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year to which thefinancial statements relate and the date of this Report.

CHANGE IN NATURE OF BUSINESS

During the financial year 2019-20 there has been no change in the nature of theCompany's business.

SIGNIFICANT AND MATERIAL ORDERS

During the financial year 2019-20 there were no significant and material orders passedby the Regulators or Courts or Tribunals impacting the going concern status of the Companyand its operations.

REPORT ON CORPORATE GOVERNANCE

Report on Corporate Governance for the financial year 201920 along with the certificatefrom the statutory auditors of the Company confirming the compliance with regulations ofcorporate governance under the Listing Regulations forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the Listing Regulations ManagementDiscussion and Analysis Report forms part of this Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2) of the Listing Regulations read with SEBI Circular No.CIR/CFD/CMD/10/2015 dated November 4 2015 the Business Responsibility Report describingthe initiatives taken by the Company from an environmental social and governanceperspective forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

The requisite disclosures in terms of the provisions of Section 197 of the Act readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 (the “said Rules”) is appended to this Report as Annexure D.

As per the provisions of Section 136(1) of the Act the reports and accounts are beingsent to the members of the Company excluding the information regarding employeeremuneration as required pursuant to Rule 5(2) and Rule 5(3) of the said Rules. Any memberinterested in obtaining such information may write to the Company Secretary atecommunication@ imfi.com and the same will be furnished on such request.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars if any of investments made loans and guarantees given and securitiesprovided are given in the Note 37 of the Notes to the standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors of the Company has formulated a policy on dealing with RelatedParty Transactions pursuant to the applicable provisions of the Act and ListingRegulations. The same is displayed on the website of the Company at www.imfi.com.

During the financial year 2019-20 the related party transactions entered in to byCompany were in ordinary course of business and at arms Rs length basis. The maiority ofsuch related party transactions were with wholly owned subsidiaries and subsidiaries ofthe Company. All the related party transactions are placed before the Audit Committee forits review and approved on a quarterly basis. An omnibus approval of the Audit Committeeis obtained for the related party transactions which are repetitive in nature. All relatedparty transactions as required under Indian Accounting Standards - 24 are reported in Note37 of Notes to the standalone financial statements and Note 39 of the Notes to theconsolidated financial statements of the Company.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 there are no related party transactions that are required to bereported under Section 188(1) of the Act as prescribed in Form AOC-2.

ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 the extract ofannual return in prescribed Form MGT-9 is appended as Annexure E to this Report andalso uploaded on the website of the Company at www.jmfi.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being engaged in the financial services activities its operations are notenergy intensive nor does it require adoption of specific technology and hence informationin terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules 2014 isnot applicable to the Company. Nevertheless the Company is vigilant on the need forconservation of energy as stated in Business Responsibility Report.

During the financial year 2019-20 the Company's foreign exchange earnings were Rs44.24 Crore and expenditure was Rs 0.74 Crore.

The details of the transaction in foreign exchange are provided in Notes 40 and 41 ofthe Notes to the standalone financial statements forming part of the Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide appropriate avenues to thedirectors and employees to bring to the attention of the Management their genuineconcerns about behavior of employees. Details of Vigil Mechanism/Whistle Blower areincluded in the report on Corporate Governance.

During the financial year 2019-20 no cases under this mechanism were reported to theCompany and/or to any of its subsidiaries/associate.

MAINTENANCE OF COST RECORDS

The cost records as specified by the Central Government under Section 148(1) of the Actare not required to be maintained by the Company.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company has formulated the policy and has constitutedInternal Complaints Committee to redress any issues related to sexual harassment in theorganisation. The provisions related to prevention of sexual harassment are also imbibedin the Company's Code of Conduct as applicable to the employees.

During the year under review no complaints in this regard were received from any ofthe employees.

MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATE

The required certificate from Mr. Vishal Kampani the Managing Director and Mr. ManishSheth Group Financial Officer with regard to financial statements and other matters asrequired under Part B of Schedule II to the Listing Regulations is received and is formingpart of Report on Corporate Governance.

ACKNOWLEDGEMENTS

The Directors thank the Securities and Exchange Board of India Reserve Bank of IndiaNational Housing Bank Ministry of Corporate Affairs Registrar of Companies and all othergovernmental and regulatory authorities for the support and co-operation extended by themfrom time to time.

The Directors place on record their gratitude for the guidance and support extended byBSE Limited National Stock Exchange of India Limited Metropolitan Stock Exchange ofIndia Limited Multi Commodity Exchange of India Limited National Commodity andDerivatives Exchange Limited National Securities Depository Limited and CentralDepository Services (India) Limited from time to time.

The Directors also place on record their sincere appreciation for the continued supportextended by the bankers financial institutions lenders and stakeholders and the trustreposed by them in the JM Financial Group.

Recognising the challenging work environment in general and particularly during thetime of COVID-19 pandemic where employees are working from home the Directors place onrecord their appreciation for the dedication and commitment displayed by all theemployees of the Company and its subsidiaries/ associate across all levels. The Directorsfurther acknowledge the all-round efforts and commitment of those employees of businessescategorised as essential services who were reporting to work at office during thelockdown.

For and on behalf of the Board of Directors

Nimesh Kampani
Place: Mumba: Chairman
Date: May 6 2020 DIN - 00009071

   

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