The Gross Income of the Company stood at ` 244.18 Crore for the year ended March 312018 as against ` 162.95 Crore in the previous year. The Company made a Net Profit of
` 136.16 Crore for the year ended March 31 2018 as compared to the Net Profit of `106.72 Crore in the previous year. The above Gross Income and Net Profit for the yearended March 31 2018 also includes the revenue and profit earned by the Company from therecently merged merchant banking and funds management business during the fourth quarterended on March 31 2018.
` 1.10 per share of the face value of ` 1/- each for the financial year 2017-18(previous year ` 0.85 per share). The Company has paid an interim dividend of ` 0.70 perequity share of the face value ` 1/- each (previous year ` 0.65 per share). With the aboverecommendation the total dividend is ` 1.80 per share (previous year ` 1.50 per share)for the said financial year. The total outgo on account of interim and final dividendamounts to ` 148.10 Crore for the financial year 2017-18 as against ` 119.28 Crore for theprevious year.
The final dividend if declared at the Thirty Third Annual General Meeting will bepaid on and from Friday July 20 2018 to the eligible members.
The Dividend Distribution Policy formulated by the Board pursuant to Regulation 43A ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "the Listing Regulations") asamended is appended as Annexure I to this Report.
The following appropriations have been made from the available profits of the Company:
During the last quarter of financial year 2017-18 the Company oered equity shares tothe Qualified Institutional Buyers (QIBs') on private placement basis throughQualified Institutions Placement (QIPs') in accordance with provisions of theCompanies Act 2013 as amended from time to time (hereinafter referred to as "theAct") and Chapter VIII of Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations 2009. Accordingly 40122706 equity shares offace value ` 1/- each were allotted to QIBs on February 6 2018 at an issue price of `162/- per equity share (including premium of ` 161/- per equity share) aggregating ` 650Crore. The said equity shares are listed on BSE Limited and National Stock Exchange ofIndia Limited.
The QIP issue proceeds aggregating ` 650 Crore is/will be utilised in accordance withthe objects stated in the placement document. Pending utilisation the amount of issueproceeds have been invested in Liquid Mutual Funds.
Additionally during the above year an aggregate of 3232438 equity shares have beenallotted upon exercise of stock options by the eligible employees (the Employees')under the Employees' Stock Option Scheme Series 3 to Series 9.
Consequent to the allotments made as above the issued subscribed and paid-up equityshare capital of the Company has increased to ` 837880258 (comprising 837880258equity shares of ` 1/- each) as on March 31 2018 from ` 794525114 at the end of theprevious financial year (comprising 794525114 equity shares of ` 1/- each).
Additionally an aggregate of 824767 equity shares have been allotted on May 2 2018to the Employees on exercise of stock options by them under Series 4 to Series 10.Consequent to the said allotment the paid-up equity share capital of the Company standsfurther increased to ` 838705025 representing 838705025 equity shares of the facevalue of ` 1/- each.
Employees' Stock Option Scheme
Out of the total number of stock options so far granted under Series 1 to 10 anaggregate of 24627931 (up to March 31 2018) stock options have been exercised by theEmployees and
14713216 stock options have lapsed. The aggregate number of stock optionsoutstanding as on March 31 2018 are 4999654.
The Nomination and Remuneration Committee of the Board at its meeting held on April12 2018 has granted 1848018 stock options to the Employees under the Employees StockOption Scheme Series 11.
Summary of information on the Employee Stock Option Scheme required to be made inaccordance with SEBI (Share Based Employee Benefits) Regulations 2014 read with SEBICircular No. CIR/CFD/POLICY CELL/2/2015 dated June 16 2015 and Section 62(1) of the Actread with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014 isdisclosed in Annexure II to this Report.
During the year under review the Company has neither invited nor accepted any depositsfrom the public.
Restructuring of Entities within the Group through the Schemes of Amalgamation andArrangement
In continuation of our intimation in the report of the previous financial year we arepleased to report to the Members that our restructuring exercise has been completed withthe amalgamation of the erstwhile Wholly Owned Subsidiaries viz. the JM FinancialInstitutional Securities Limited and JM Financial Investment Managers Limited with JMFinancial Limited. The institutional equities division of JM Financial InstitutionalSecurities Limited was demerged into JM Financial Securities Limited (re-named as JMFinancial Institutional Securities Limited).
The Appointed Dates for the above arrangement and amalgamation were December 31 2017and January 1 2018 respectively. The eective date was January 18 2018 being the dateon which the certified copy each of the Orders of Scheme of Amalgamation and the Scheme ofArrangement as sanctioned by the Hon'ble National Company Law Tribunal Mumbai Bench wasfiled with the Registrar of Companies Maharashtra. With this restructuring the Companyhas become an operating cum holding company.
Subsidiaries and Associate
As on March 31 2018 the Company has 15 subsidiaries (including step downsubsidiaries) a partnership firm and an associate company. These subsidiariespartnership firm and associate are as under:
1. JM Financial Services Limited
2. JM Financial Institutional Securities Limited (formerly known as JM FinancialSecurities 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. JM Financial Products Limited
9. JM Financial Credit Solutions Limited 10. JM Financial Home Loans Limited
11. JM Financial Asset Reconstruction Company Limited 12. Infinite India InvestmentManagement Limited 13. JM Financial Asset Management Limited 14. JM Financial Propertiesand Holdings Limited 15. CR Retail Malls (India) Limited
Astute Investments a partnership firm in which JM Financial Services Limited and JMFinancial Commtrade Limited the wholly owned subsidiaries of the Company are partners.
JM Financial Trustee Company Private Limited.
In accordance with Section 129(3) of the Act and Regulation 34 of Listing Regulationsthe consolidated financial statements of the Company and all its subsidiary/associatecompanies have been prepared and are forming part of the Annual Report. A statementcontaining salient features of the financial statements of subsidiary and associatecompanies is stated in Form AOC-1 forming part of this Annual Report.
The Annual Report of the Company containing inter alia its standalone and theconsolidated financial statements is uploaded on the website of the Company viz.www.jmfl.com in accordance with third proviso to Section 136(1) of the Act.
The audited financial statements of each of the subsidiaries have also been placed onthe website of the Company. Members interested in obtaining a copy of the auditedfinancial statements of subsidiary companies may write to the Company Secretary at theCompany's Registered Oce. The Company will make available the audited financialstatements and related information of its subsidiaries to those Members who wish to havecopies of the same and these documents will also be kept open for inspection by Members atthe Registered Oce of the Company on all working days except Saturdays between 2.00p.m. and 4.00 p.m. up to the date of the Thirty Third Annual General Meeting.
Awards and Recognition
During the year the Company was conferred with following awards and recognitions:Ranked 45th in "India's Great Mid-Size Work Places 2017" conducted by The GreatPlace to Work Institute India in partnership with The Economic Times.
Also during the year various subsidiaries of the Company were conferred with thefollowing awards and recognitions:
JM Financial Services Limited
At BSE Awards-2017 recognized amongst:
Top Performer in Primary Market Segment (Equity - IPO/FPO Bids - Members).
Top Performer in Equity Broking Segment (Retail Trading). Top National Distributors inMutual Fund Segment.
National Stock Exchange of India Limited awarded JM Financial Services Limited asMarket Achievers in the Highest IPO Bidding Non Institutional' category.
The Great Place to Work Institute recognized JM Financial Services Limited as the"Best Large-Size companies to Work" in the Investments Category.
JM Financial Asset Management Limited
Ranked 30th in "India's Great Mid-Size Work Places 2017" conducted by TheGreat Place to Work Institute India in partnership with The Economic Times.
Board of Directors and Key Managerial Personnel
The Company has eight Directors on its Board comprising six Independent Directors andtwo Non-independent Directors one of whom is the Managing Director and other aNon-executive
Director and the Chairman.
Mr. Vishal Kampani Managing Director is a Key Managerial Personnel (KMP) within themeaning of Section 203(1) of the Act. Mr. Prashant Choksi and Mr. Manish Sheth are theother KMPs being the Company Secretary and the Chief Financial Ocer respectively.
Mr. Nimesh Kampani a Non-Executive Director will retire by rotation at the ThirtyThird Annual General Meeting of the Company to enable compliance by the Company with theprovisions of Section 152 of the Act. Being eligible Mr. Kampani has oered himself forre-appointment at the ensuing Annual General Meeting.
Declarations By Independent Directors
All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of Independent Director' as mentioned under Regulation 16(1)(b) of theListing Regulations.
The above confirmations were placed before the Board and duly noted.
The Board meets at regular intervals to inter-alia discuss about the Company'spolicies and strategy apart from other Board matters. The tentative annual calendar of theBoard and Committee meetings is circulated in advance to enable the Directors to plantheir schedule and to ensure participation in the meetings. The notice for theBoard/Committee meetings is also given in advance to all the Directors.
The details about the Board/Committee meetings is given at length in Report onCorporate Governance forming part of this Annual Report.
Policies on Directors' Appointment and Remuneration
The Policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act are appendedas Annexure III(a) and III(b) to this Report.
Evaluation of Board Of Directors
The Board carried out formal annual evaluation of its own performance and that of itsCommittees viz. the Audit Committee Stakeholders' Relationship Committee Nomination andRemuneration Committee (NRC) and Corporate Social Responsibility Committee. The Board alsocarried out the performance evaluation of all the individual directors including theChairman of the Company. Additionally NRC also carried out the evaluation of theperformance of all the individual directors and Chairman of the Company. The performanceevaluation was carried out by way of obtaining feedback from the Directors through astructured questionnaire prepared in accordance with the policy adopted by the Board andafter taking into consideration the Guidance Note on Board Evaluation issued by Securitiesand Exchange Board of India.
The structured questionnaire prepared to evaluate the performance of individualdirectors and the Chairman inter alia contained parameters such as professional conductroles and functions discharge of duties and their contribution to Board/Committees/Senior Management. The questionnaire prepared for evaluation of the Board andits Committees inter alia covered various aspects such as structure and compositioneectiveness of board process information and roles responsibilities and functioning ofthe Board and its Committees establishment and determination of responsibilities ofCommittees the quality of relationship between the board and the management andprofessional development.
The feedback received from the Directors through the above questionnaire was reviewedby the Chairman of the Board and the Chairman of the NRC and then discussed the same atthe meetings of the Board and NRC respectively. The performance evaluation of theChairman Managing Director and the Board as a whole was carried out by the IndependentDirectors at their separate meeting held on December 18 2017.
The Board of Directors has constituted five Committees viz
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee
5. Allotment Committee
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in the Report on Corporate Governance whichforms part of this Report.
Additionally during the year under review the Board of Directors also constituted aCommittee of Directors comprising Mr. Nimesh Kampani Mr. Vishal Kampani Mr. Darius EUdwadia and Mr. E A Kshirsagar for the sole purpose of considering various matterspertaining to the issuance of securities on a private placement basis to the QualifiedInstitutional Buyers through Qualified Institutional Placement in accordance with theapplicable SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009.
Directors' Responsibility Statement
Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of theAct with respect to Directors' Responsibility Statement the Directors hereby confirmthat:
(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 aairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;
(c) proper and sucient 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 were operating eectively; and
(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating eectively.
Deloitte Haskins & Sells LLP Chartered Accountants who are the Statutory Auditorsof the Company hold oce in accordance with the provisions of the Act for a period offive years from the conclusion of the Thirty Second Annual General Meeting (AGM) until theconclusion of the Thirty Seventh AGM.
In accordance with Section 139 of the Act and the Companies (Audit and Auditors) Rules2014 the appointment of Statutory Auditors needs to be ratified by the members at everyAGM. The Company has received a confirmation from Deloitte Haskins & Sells LLP thattheir appointment if ratified at the Thirty Third AGM will be in accordance withSections 139 and 141 of the Act and rules made thereunder. Accordingly the Members arerequested to ratify the appointment of the Statutory Auditors at the Thirty Third AGM.
Comments on Auditors' Report
There are no qualifications reservations adverse remarks or disclaimers made by theStatutory Auditors in their Audit Report. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee of the Company during the financial year 2017-18.
Pursuant to the requirements of Section 204 of the Act and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport as received from M/s. N L Bhatia & Associates Company Secretaries in Practiceis appended as Annexure IV to this Report. There are no qualificationsreservations adverse remarks or disclaimers made by the Secretarial Auditors in theirAudit Report.
The Company complies with the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.
Corporate Social Responsibility
The Board has constituted Corporate Social Responsibility (CSR) Committee in accordancewith Section 135 of the Act. The CSR Policy of the Company inter alia lists theactivities that can be undertaken or supported by the Company for CSR composition andmeetings of CSR Committee details of existing Charitable trusts within the JM FinancialGroup annual allocation for CSR activities areas of CSR projects criteria for selectionof CSR projects modalities of execution/ implementation of CSR activities and themonitoring mechanism of CSR activities/projects. The details of CSR activities undertakenby the Company are described in the prescribed format and are appended as Annexure Vto this Report.
Risk Management and Internal Controls
The Company has a well-defined risk management framework in place. Further it hasestablished procedures to periodically place before the Board the risk assessmentmanagement and mitigation measures.
The details of the risks faced by the Company and the mitigation thereof are discussedin detail in the Management Discussion and Analysis report.
Material Changes and Commitments Aecting the Financial Position of the Company
There have been no material changes and commitments aecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report.
Details of Significant and Material Orders
During the financial year 2017-18 there were no significant and material orders passedby the regulators or courts or tribunals impacting the going concern status and theCompany's operations in future.
Reports on Corporate Governance and Management Discussion and Analysis
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under Regulation 34 of the Listing Regulations forms part ofthis Annual Report. The certificate from the Auditors of the Company confirming compliancewith the conditions of Corporate Governance is annexed to the Report on CorporateGovernance.
Business Responsibility Report
The Business Responsibility Report in terms of Regulation 34(2) of the ListingRegulations describing the initiatives taken by the Company from an environmental socialand governance perspective forms part of this Report.
Particulars of Employees and Related Information
In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are appended to this Report as Annexure VI.
As per the provisions of Section 136(1) of the Act the reports and accounts are beingsent to all the Members of the Company excluding the statement regarding employeeremuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. The same is available forinspection by Members at the Registered Oce of the Company on all working days exceptSaturdays between 2.00 p.m. and 4.00 p.m. up to the date of the Thirty Third AnnualGeneral Meeting. Any Member interested in obtaining such information may write to theCompany Secretary and the same will be furnished on such request.
Particulars of Loans Guarantees or Investments
Particulars of investments made loans given guarantees given and securities providedif any are given in the Notes to Standalone Financial Statements of the Company.
Particulars of Contracts or Arrangements with Related Parties
The related party transactions that were entered into during the financial year were onarm's length basis and in ordinary course of business. Pursuant to Section 134(3)(h) readwith Rule 8(2) of the Companies (Accounts) Rules 2014 there are no related partytransactions that are required to be reported under Section 188(1) of the Act asprescribed in Form AOC-2.
All related party transactions as required under Accounting Standards AS-18 arereported in Annexure I' to note 2.39 of the Notes to the Standalone FinancialStatement and Annexure II' to note 2.35 of the Notes to the Consolidated FinancialStatement of the Company.
The Board of Directors of the Company has formulated a policy on materiality of RelatedParty Transactions and also on dealing with Related Party Transactions pursuant to theprovisions of the Companies Act 2013 and the Listing Regulations. The same is displayedon the website of the Company at www.jmfl.com.
Extract of 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 an extract of Annual Return in prescribedForm MGT-9 is appended as Annexure VII to this Report.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The particulars regarding Conservation of Energy and Technology Absorption are notfurnished since they are not applicable to the Company.
During the financial year 2017-18 the Company's foreign exchange earnings was `19408675 and outgo was ` 8214044.
The details of the amount spent in foreign exchange is provided at note number 2.35 and2.36 of the Notes to the Standalone Financial Statement which forms part of the auditedannual accounts.
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 behaviour of employees. Details of Vigil Mechanism/Whistle Blower areincluded in the Report on Corporate Governance.
During the financial year 2017-18 no cases under this mechanism were reported to theCompany and/or to any of its subsidiaries/associate.
Policy for Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace
The Company's policy for prevention of sexual harassment is embodied both in the Codeof Conduct of JM Financial Group as also in a specific p olicy i n accordance w ith T heSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
During the financial year 2017-18 no casesin the nature of sexual harassment werereported at any workplace of the Company or any of its subsidiaries/associate.
CEO & CFO Certification
In terms of Regulation 17(8) of the Listing Regulations a certificate as prescribed inpart B of Schedule II of the said Regulations from Mr. Vishal Kampani Managing Directorand Mr. Manish Sheth Chief Financial Ocer for the financial year
2017-18 with regard to financial statements and other matters as required under theListing Regulations forms part of the Report on Corporate Governance.
The Directors acknowledge the support extended by the Reserve Bank of India Securitiesand Exchange Board of India National Housing Bank Ministry of Corporate AffairsRegistrar of Companies and all other governmental and regulatory authorities.
The Directors place on record the gratitude for the guidance and support extended byBSE Limited National Stock Exchange of India Limited Metropolitan Stock Exchange ofIndia Limited Multi Commodity Exchange National Commodity and Derivatives ExchangeLimited National Securities Depository Limited Central Depository Services
(India) Limited Association of Investment Bankers of India and Association of MutualFunds of India.
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 the Directors also place on record theirappreciation for the dedication and commitment displayed by the employees of the Companyand its subsidiaries/associate across all levels.
| || |
For and on behalf of the Board of Directors
|Place: Mumbai || |
|Date: May 2 2018 || |