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KJMC Corporate Advisors (India) Ltd.

BSE: 532304 Sector: Financials
NSE: N.A. ISIN Code: INE602C01011
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NSE 05:30 | 01 Jan KJMC Corporate Advisors (India) Ltd
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VOLUME 301
52-Week high 45.00
52-Week low 19.60
P/E 79.56
Mkt Cap.(Rs cr) 11
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Sell Price 0.00
Sell Qty 0.00
OPEN 27.05
CLOSE 27.05
VOLUME 301
52-Week high 45.00
52-Week low 19.60
P/E 79.56
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KJMC Corporate Advisors (India) Ltd. (KJMCCORPORATE) - Director Report

Company director report

Dear Members

The Board of Directors of KJMC Corporate Advisors (India) Limited("your Company" or "the Company" or "KCAL") present the 23rdAnnual Report and the Audited Financial Statements (Standalone and Consolidated) of yourCompany for the financial year ended March 31 2021 ("financial year underreview").

FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Standalone and Consolidated Financial Statementsare detailed as under.

Your Company's financial performance for the financial year ended March312021 as compared to previous financial year ended on March 31 2020 is summarizedbelow:

(Rs. in "000")

Particulars Standalone Consolidated
Year ended March 31 2021 Year ended March 31 2020 Year ended March 31 2021 Year ended March 31 2020
FINANCIAL RESULTS
Revenue from operations 7352 12396 38910 39619
Other Income 2282 2897 5066 6747
Total Revenue 9634 15293 43976 46366
Total Expenses 24300 22486 55504 53054
Profit before Tax (14666) (7193) (11490) (6688)
Less: Provision for Tax
-Current Tax - - 1539 70
- Deferred Tax (1684) (211) (1813) 277
- MAT Credit 497 - 497 (70)
- Prior period taxes - - - 123
Profit/(loss) after tax (13479) (6982) (11713) (7088)
Share in Associates' profit/(Loss) NA NA (3821) (784)
Profit/Loss for the year (13479) (6982) (15534) (7872)

COMPANY'S PERFORMANCE REVIEW

On Standalone Basis the Company has earned the total revenue of Rs.96.34 Lakhs as against Rs. 152.93 Lakhs in the previous year. The total expenditure duringthe year is Rs. 243.00 Lakhs as against Rs. 224.86 Lakhs in the previous year. The netloss for the year under review was Rs. 134.79 Lakhs as against net loss of Rs. 69.82 Lakhsin the previous year.

On Consolidated Basis the Company has earned the total revenue of Rs.440.14 Lakhs as against Rs. 463.66 Lakhs in the previous year. The total expenditureduring the year is Rs. 555.04 Lakhs as against Rs. 530.54 Lakhs in the previous year. Thenet loss for the year under review was Rs. 117.13 Lakhs as against net loss of Rs. 70.88Lakhs in the previous year

FINANCIAL PERFORMANCE OF THE SUBSIDIARY COMPANIES AND ASSOCIATE COMPANY

Subsidiary Companies:

Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of theCompanies (Accounts) Rules 2014 the report on performance and financial position ofsubsidiaries included in the Consolidated Financial Statements (CFS) in the Company.

A statement containing the salient features of financial statements ofsubsidiaries/associate companies of the Company in the prescribed Form AOC - 1 is annexed& forms part of this Report in compliance with Section 129 (3) and other applicableprovisions if any of the Act read with Rule 5 of the Companies (Accounts) Rules 2014.

In accordance with Section 136 of the Act the financial statements ofthe subsidiary and associate companies are available for inspection by the members at theRegistered Office of the Company during business hours on all days except SaturdaysSundays and public holidays upto the date of the AGM. Any member desirous of obtaining acopy of the said financial statements may write to the Company Secretary at the RegisteredOffice of the Company. The financial statements including the CFS and all other documentsrequired to be attached to this report have been uploaded on the website of the Company atwww.kimcfinserv.com.

MATERIAL SUBSIDIARY

As required under Regulations 16(1)(c) and 46 of the SEBI ListingRegulations the Board has approved and adopted the Policy for determining MaterialSubsidiaries. The Policy is available on the Company's website athttps://www.kjmcfinserv.com/investor relation. During the financial year under reviewKJMC Capital Market Services Limited is the Material Subsidiary of the Company as perRegulation 16(1)(c) of the SEBI Listing Regulations.

Brief Financial and Operation of subsidiary companies and associatecompanies are given hereunder:

(i) KJMC Capital Market Services Limited: It earned gross income of Rs.335.33 Lakhs as against Rs. 297.43 Lakhs in the previous year. The total expenditureduring the year under review was Rs. 289.94 Lakhs as against Rs. 287.30 Lakhs in theprevious year. The net profit after tax was Rs. 20.18 Lakhs as against Rs. 2.66 Lakhs inthe previous year.

(ii) KJMC Credit Marketing Limited: It earned gross income of Rs. 20.56Lakhs as against Rs.7.58 Lakhs in the previous year. The total expenditure during the yearunder review was Rs. 23.53 Lakhs as against Rs. 12.15 Lakhs in the previous year. The netloss for the year under review was Rs. 2.65 Lakhs as against net loss of Rs. 4.68 Lakhs inthe previous year.

(iii) KJMC Shares and Securities Limited: It earned gross income of Rs.26.32 Lakhs as against Rs. 12.11 Lakhs in the previous year. The total expenditure duringthe year under review was Rs. 27.97 Lakhs as against Rs. 12.61 Lakhs in the previous year.The net loss after tax was Rs. 1.56 Lakhs as against net profit of Rs. 0.97 Lakhs in theprevious year.

Associate Company:

KJMC Financial Services Limited: It earned gross income of Rs. 195.35Lakhs as against Rs. 235.76 Lakhs in the previous year. The total expenditure during theyear under review was Rs. 379.01 Lakhs as against Rs. 389.88 Lakhs in the previous year.The net loss after tax was Rs. 139.88 Lakhs as against Rs. 150.92 Lakhs in the previousyear.

DIVIDEND

In order to conserve the resources for operations your Directors donot recommend any dividend for the year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves of the Companydue to loss incurred by the Company during the financial year 2020-21.

COVID-19

The COVID-19 pandemic has touched every aspect of our lives across theworld. It has altered mindsets perceptions and strategies for businesses and beyond. Ifthere is one abiding lesson it is that sustainable growth and development involvesholistic nurturing of human natural and financial capital 2020 is a year that will onlygain in significance when viewed through the perspective lens of time.

To counter the crippling impact of the lockdowns on economies theworld's policymakers have resorted to fiscal and monetary measures never seen before inglobal economic history. It still remains to be seen if these relief measures sufficedand whether actions taken by Governments across the globe adequately compensated for thedisruptions created in the lives of people.

Fortunately science prevailed multiple vaccines were found withimpressive efficacy levels in less than a year — which will probably rank as amongone of the most incredible achievements in science. The announcement of successfuldevelopment of vaccines seemed to lift spirits around the world. Unfortunately the adventof winter saw several countries battle second waves of COVID-19 infections including morevirulent strains leading to partial lockdowns. The race between vaccines and variants isheating up as massive vaccination drives are underway. Much depends on blockingtransmission and not just the disease.

The only three preventives are masks social distancing andvaccinations. However to vaccinate even half of the world's population of 7.8 billion isgoing to take years. The production storage and distribution challenges require thatGovernments prioritize the vaccinations in a judicious manner so as to limit the humantoll.

Fortunately for India which is home to some of the largest vaccinemakers in the world the supply constraints should be limited and temporary. Moreover ourexperience in implementing large scale vaccination programmes should help in vaccinatingour vulnerable population. Even so with many states in India witnessing a seriouslyfull-blown second surge of COVID-19 the vaccination challenge is enormous.

After an estimated historic correction of (3.3%) in 2020 theInternational Monetary Fund (IMF) has projected the global economy to grow 6% in calendaryear 2021 and 4.4% in 2022 on the back of the fiscal and monetary support provided byGovernments of the world over coupled with widespread vaccination.

We know that India can ill afford another country-wide lockdown such aswas imposed from March to June 2020. The impact on the economy and employment was severein the first instance; and cannot be repeated yet again.

The lockdown that continued throughout the first quarter of the FY2021saw India's GDP for April-June 2020 contracting by a massive 24.4%. Even the secondquarter was terrible with GDP shrinking by 7.3% in July-September 2020. Thereafter wehave seen a rebound — thanks to the resilience of our citizens our entrepreneurs andof our economy.

The third quarter (October- December 2020) saw a small positive growthof 0.4% compared to the same period in the previous year. The second advance estimates ofnational income for FY2021 released by the Central Statistics Office (CSO) on 26 February2021 anticipates the total contraction for FY2021 to be 8% — implying a significant'V' shaped bounce-back in the second half of the year. The most recent IMF forecast hasalso raised India's GDP growth estimate for FY2022 from 11.5% to 12.5%. If that were tooccur it will be the most significant growth turnaround among all the major nations ofthe world including China.

The only grey cloud at present is the huge surge in infections thatstarted with the second wave beginning in early March 2021. Hopefully a serious increasein the pace of vaccinations across the country will bring this surge down; and if we keepall enterprises and workers open for business it should not affect the economy in anysignificant manner.

INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standards ("INDAS") from April 01 2019 with a transition date of April 01 2018. Accordingly thefinancial statements have been prepared in accordance with IND AS prescribed underSection 133 of the Act read with the relevant rules issued thereunder and the otherrecognized accounting practices and policies to the extent applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) read with Section 92(3)of the Act the extract of Annual Return in Form MGT-7 of the Company for the FinancialYear 2020-2021 is available on the Company's website at http://kimcfinserv.com/investorrelation.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors held Four (4) meeting during the year. Thedetails of the Board Meetings and the attendance of the Directors are provided in theReport on Corporate Governance forming part of this report.

COMMITTEES OF THE BOARD

The Company has constituted/reconstituted various level committees inaccordance with the requirements of Companies Act 2013 and Listing Regulations. The Boardhas the following committees

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Share Transfer and Stakeholders Relationship Committee

iv. Credit and Investment Committee

Audit Committee

During the year all the recommendations made by the Audit Committeewere accepted by the Board. Four (4) Audit Committee Meetings were convened and heldduring the financial year. The details pertaining to composition of Audit Committee andthe attendance of the Audit Committee members are provided in the Corporate GovernanceReport which forms part of the annual report.

Nomination and Remuneration Committee

During the year (3) Three Nomination and Remuneration CommitteesMeetings were convened and held. The details pertaining to composition of Nomination andRemuneration Committee and the attendance of the Nomination and Remuneration Committeemembers are provided in the Corporate Governance Report which forms part of the annualreport.

Share Transfer and Stakeholders Relationship Committee

During the year (2) Two Share Transfer and Stakeholders RelationshipCommittee Meetings were convened and held. The details pertaining to composition of ShareTransfer and Stakeholders Relationship Committee and the attendance of the Share Transferand Stakeholders Relationship Committee members are provided in the Corporate GovernanceReport which forms part of this report.

Credit and Investment Committee

During the year there was no Credit and Investment Committee Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

a. In the preparation of the annual financial statements for the yearended March 31 2021 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;

b. the Directors' have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for the year ended March 31 2021;

c. the Directors' have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. the Directors' have prepared the annual accounts for the financialyear ended March 31 2021 on a going concern basis;

e. the Directors' have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and operatingeffectively;

f. the Directors' have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS

The Company's policy on Directors' appointment and remuneration andother matters provided in Section 178(3) of the Companies Act 2013 has been disclosed inthe Corporate Governance report which forms part of the annual report.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents / brochuresreports and internal policies to enable them to familiarize with the Company's proceduresand practices. Periodic presentations are made at the Board and Committee meetings onbusiness and performance updates of the Company global business environment businessstrategy and risks involved. Detailed presentations on the Company's business segments aremade at the separate meetings of the Independent Directors from time to time.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for all employees includingthe members of the Board and Senior Management Personnel. All members of the Board andSenior Management Personnel have affirmed compliance with the said Code of Conduct for thefinancial year 2020-21. The declaration to this effect signed by Ms. Miti H Shah CompanySecretary and Compliance Officer of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013

The particulars of loans guarantees and investments have beendisclosed in the financial statements which forms part of the annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transaction entered into by the Company with related partiesduring the financial year 2020-21 were in ordinary course of business and on arm's lengthbasis. The details of the Related Party Transactions are set out in the Notes to FinancialStatements forming part of this Annual Report.

Also the Related Party Transactions undertaken by the Company were incompliance with the provisions set out in the Companies Act 2013 read with the Rulesissued thereunder and relevant provisions of Listing Regulations.

There are no materially significant Related Party Transactions of theCompany which have potential conflict with the interests of the Company at large.

All transactions with related parties were reviewed and approved by theAudit Committee and are in accordance with the Policy on dealing with and Materiality ofRelated Party Transactions formulated by the Company.

All transactions with related party which are required to be reportedin Form AOC- 2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is annexed and forms part of this report.

The Company's policy on dealing with and Materiality of Related PartyTransactions is available on the Website of the Company at http://kimcfinserv.com/investor relation.

The details of the related party transactions as per Indian AccountingStandards (AS) - 24 are set out in Note 32 to the Standalone Financial Statements of theCompany which forms part of this Report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

Except for the on going COVID-19 pandemic there were no materialchanges and commitments affecting the financial position of the Company occurred betweenthe end of the financial year to which these financial statements relate and on the dateof this report. There has been no change in the nature of business of the Company.

SCHEME OF AMALGAMATION

The Mumbai Bench of the Hon'ble National Company Law Tribunal (NCLT)vide its Order dated April 27 2020 has granted approval for the Scheme of Amalgamationbetween KJMC Commodities Market India Limited ("the Transferor Company") withKJMC Capital Market Services Limited ("the Transferee Company') and their respectiveshareholders ("Scheme"). The Appointed date for the said Scheme of Amalgamationis April 1 2018. KJMC Commodities Market India Limited ("the TransferorCompany") and KJMC Capital Market Services Limited ("the TransfereeCompany") are both the wholly owned subsidiary companies of KJMC Corporate Advisors(India) Limited.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No material orders impacting the 'going concern' status of the Companyor its operations in future were passed by the Regulators or Courts or Tribunals duringthe year under review.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the Section 124 of the Companies Act 2013 read withInvestor Education Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 as amended ('Rules') shares of the Company in respect of which dividendshave remained unpaid/ unclaimed for a period of seven consecutive years or more have beentransferred to the Investor Education and Protection Fund (IEPF).

The Company is required to transfer dividends which have remainedunpaid/ unclaimed for a period of seven years from the date the dividend has become duefor payment to the Investor Education & Protection Fund (IEPF) established by theGovernment. Accordingly during the year unclaimed dividends were transferred to IEPF.

Further pursuant to the provisions of Section 124 of the Act read withthe relevant Rules made thereunder shares on which dividend has not been paid or claimedfor seven (7) consecutive years or more were also transferred to the IEPF as notified bythe Ministry of Corporate Affairs as per the following details:

Details of Dividend/Shares transferred to IEPF Account:

Sr. No. No of shares Transferred to IEPF Dividend Amount transferred No of Shareholders
1 120137 76384 995
2 19508 NA 338

In accordance with the IEPF Rules the Company has sent notices to allthe Shareholders whose shares are due for transfer to the IEPF and has also published thedetails thereof in notices published in newspapers.

Shareholders /claimants whose shares unclaimed dividend have beentransferred to the aforesaid IEPF Account or the Fund as the case may be may claim theshares or apply for refund by making an application to the IEPF Authority in Form IEPF-5(available on http://www.iepf.gov. in) along with requisite fee as decided by the IEPFAuthority from time to time.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

Since the Company is engaged in the business of Merchant BankingServices the details required under Section 134 of the Companies Act 2013 are notapplicable to the Company. However Company believes in conserving the natural resourcesand uses CFL and LED Lighting in the office premises which has low energy consumption. TheCompany has no disclosures to be made in connection with technology absorption. The totalForeign Exchange Inflow was Rs. 990 (Rs. '000') and Outflow was Rs. Nil during the yearunder review.

RISK MANAGEMENT

The details in respect of risks and concerns are included in theManagement Discussion & Analysis which forms part of this report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable to the Company.

ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and Individual Directors pursuant to the provisions of theCompanies Act 2013 and corporate governance requirements as prescribed by Securities andExchange Board of India ("SEBI") under the Listing Regulations. The performanceof the Board was evaluated by the Board after seeking inputs from all the directors on thebasis of the criteria such as the degree of fulfillment of key responsibilities Boardcomposition and structure effectiveness of board processes information and functioningetc.

In addition the Chairman was also evaluated on the key aspects of hisrole. In a separate meeting of Independent Directors performance of non- independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The Directors expressed satisfaction with the evaluation process.

DIRECTORS' & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mrs. Shraddha Jain (DIN: 00156306) Non-Executive Director ofthe Company will retire by rotation at the ensuing Annual General Meeting and beingeligible has offered herself for re-appointment. The Board of Directors on therecommendation of the Nomination and Remuneration Committee and based on report ofperformance evaluation has recommended reappointment of Mrs. Shraddha Jain as Director ofthe Company liable to retire by rotation.

Brief Profile of Mrs. Shraddha Jain is mentioned in the Notes to theNotice of Annual General Meeting forms part of Annual Report.

During the year Ms.Bhavika Dalal (Membership No. A55493) has resignedfrom the post of Company Secretary and Compliance Officer w.e.f. January 30 2021.

Further Ms. Miti H Shah (Membership No. A49348) has been appointedCompliance Officer of the Company w.e.f. January 31 2021 and Company Secretary w.e.f.February 13 2021 of the Company.

Regularization of Independent Director

During the year under review Mr. Vijay Joshi (DIN: 00151550) wasappointed as an Additional Independent Director by the Board dated September 15 2020 andgot regularized and appointed as the NonExecutive Independent Director at the 22ndAnnual General Meeting held on December 24 2020.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the following declarations from all theIndependent Directors confirming that:

1. They meet the criteria of Independence as prescribed under theprovisions of Section 149(7) of Companies Act 2013 read with Rules and Schedules issuedthereunder and also Regulation 25 of Listing Regulations.

2. They have registered themselves with the Independent Director'sDatabase maintained by IICA.

None of the Directors of the Company are disqualified for beingappointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of theCompanies (Appointment and Qualification of Directors) Rules 2014.

REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND PARTICULARS OFEMPLOYEES

The remuneration paid to the Directors is in accordance with theNomination and Remuneration policy formulated in accordance with Section 178 of theCompanies Act 2013 and Regulation 19 of the Listing Regulations (including any statutorymodification(s) or reenactment (s) thereof for the time being in force) and as per section197 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

ADEQUACY OF INTERNAL CONTROL

The Company has in place adequate financial controls commensurate withits size scale and complexity of its operations. The company has in place policies andprocedures required and efficiently conduct its business safeguard its assets detectfrauds and errors maintain accuracy and completeness of accounting records in a timelyand reliable manner. For all amendments to Accounting Standards and the new standardsnotified the Company carries out a detailed analysis and presents the impact onaccounting policies of the Group the impact on financial results including reviseddisclosures to the Audit Committee.

The Company continues to have periodical internal audits conducted ofall its functions and activities to ensure that system and processes are followed acrossall areas.

SECRETARIAL STANDARDS

The Company complies with the applicable Secretarial Standards issuedby the Institute of Company Secretaries of India on Meetings of the Board of Directors(SS-1) and General Meetings (SS-2).

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given below:

(i) the ratio of the remuneration of each director to the medianremuneration of the employees of the company for the financial year;

* Non-Executive and Independent Directors Ratio to median remuneration
Mr. Inderchand Jain 4.17%
Mr. S.C. Aythora 5.63%
Mr. Nitin Kulkarni 5.63%
Mr. Anil Sampat 3.96%
**Mr. Vijay Joshi 2.50%
Mrs. Shraddha Jain 3.34%
Mr. Rajnesh Jain 3.34%
Executive Directors
Mr. Girish Jain 1718.65%

* Sitting fees been paid to all the Non-Executive Directors andIndependent Directors of the Company.

** For the part of the year.

The median remuneration is calculated based on the salary paid duringthe financial year to employees on payroll as on March 31 2021.

(ii) The percentage increase in remuneration of each Director ChiefFinancial Officer Company Secretary if any in the financial year;

Name Designation % increase in remuneration in the financial year i.e. 2020-21
Mr. Inderchand Jain Non Executive Director No increase
Mr. S.C. Aythora Independent Director No increase
Mr. Nitin Kulkarni Independent Director No increase
Mr. Anil Sampat Independent Director No increase
*Mr. Vijay Joshi Independent Director *
Mr. Rajnesh Jain Non Executive Director No increase
Mr. Girish Jain Whole Time Director No increase
Mrs. Shraddha Jain Non Executive Director No increase
Mr. Kartik Konar Chief Financial Officer No Increase
**Ms. Bhavika Dalal (Resigned w.e.f. January 30 2021) Company Secretary **
** Ms. Miti H Shah (Appointed w.e.f. February 13 2021) Company Secretary **

* Mr. Vijay Joshi has joined the organization as Additional IndependentDirector on September 15 2020 and after Member's approval he was appointed as theIndependent Director for the period of five years.

** Ms. Bhavika Dalal had resigned from the post of CompanySecretaryship w.e.f. January 30 2021 and in place of her Ms. Miti H Shah was appointed asthe Company Secretary of the Company w.e.f. February 13 2021.

Therefore in both the above cases provisions relating to increase intheir salary is not applicable.

(iii) The percentage increase in the median remuneration of employeesin the financial year: Nil

(iv) The number of permanent employees on the rolls of Company as onMarch 312021: 8 (Eight).

(v) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration: Nil

(vi) Affirmation that the remuneration is as per the remunerationpolicy of the Company:

The Company affirms remuneration is as per the remuneration policy ofthe Company.

(vii) There are no employees falling within the purview of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 no suchdetails are required to be given.

AUDITORS

a. STATUTORY AUDITORS

M/s. Batliboi & Purohit Chartered Accountants (Firm RegistrationNo. 101048W) were appointed as Statutory Auditors of the Company at the 22ndAnnual General Meeting of the Company held on December 24 2020 for a period of 5consecutive years.

The Company has received the consent from the M/s. Batliboi &Purohit Chartered Accountants and confirmation to the effect that they are notdisqualified to be appointed as the Auditors of the Company in terms of the provisions ofthe Companies Act 2013 and rules made thereunder.

The Auditors have issued an unmodified opinion on the FinancialStatements both standalone and consolidated for the financial year ended 31stMarch 2021. The said Auditors' Report(s) for the financial year ended 31stMarch 2021 on the financial statements of the Company forms part of this Annual Report.

b. INTERNAL AUDITOR

The Board of Directors on the recommendation of the Audit Committeeappointed M/s. R.V. Luharuka & Co. LLP Chartered Accountants as an Internal Auditorof the Company for the Financial Year 2021-22.

c. SECRETARIAL AUDITOR AND SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Board of Directors of the Company has appointed M/s. Bhadresh Shah & Associates afirm of Practicing Company Secretary to conduct Secretarial Audit for the Financial Year2021-22.

The Report of the Secretarial Auditor issued by M/s. Pinky Shethia& Associates for the FY 2020-21 is annexed and forms part of this Report.

The Secretarial Audit Report issued by M/s. Pinky Shethia &Associates for the FY 2020-21 does not contain any qualifications reservations oradverse remarks or disclaimer.

d. COST RECORDS AND COST AUDITORS

The provisions of Cost Records and Cost Audit as prescribed underSection 148 of the Act are not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the Statutory Auditors nor theInternal Auditors has reported to the Audit Committee under Section 143(12) of theCompanies Act 2013 any instances or fraud committed against the Company by its Officersor Employees the details of which needs to be mentioned in the Board's Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of InsiderTrading as amended from time to time with a view to regulates trading in securities by theDirectors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company shares bythe Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Board is responsible for implementation of the Code. All BoardDirectors and the designated employees have confirmed compliance with the Code.

WHISTLE BLOWER/VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation22 of the SEBI Listing Regulations the Company has formulated a Whistle blower policy/vigil mechanism for Directors and Employees to report concerns details of which arecovered in the Corporate Governance Report which forms part of this Annual Report.

The said policy is available on the Company's website athttp://kimcfinserv.com/investor relation.

During the financial year no cases under this mechanism were reportedto the Company and/or to any of its subsidiaries/associate.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is not required to place policy on Prevention of SexualHarassment at Workplace as it is not applicable to the Company.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31 2021 stoodat INR. 50000000/- divided into 5000000/- Equity Shares of INR. 10/-each.

The Issued Subscribed and Paid-up Equity share capital of the Companyas on March 31 2021 stood at INR. 39264400/- divided into 3926440 Equity Shares ofINR. 10/- each.

REPORT ON CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations a separatereport on Corporate Governance along with a Certificate from Practising Company Secretaryon its compliance is annexed and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Schedule V of Listing Regulations "ManagementDiscussion and Analysis" is annexed and forms part of this Report.

INSURANCE

The assets/ properties of the Company are adequately insured againstloss due to fire riots earthquake terrorism etc. and against other perils that areconsidered necessary by the management.

WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

Certificate from Mr. Girish Jain Whole Time Director and Mr. KartikKonar Chief Financial Officer as specified in Part B of Schedule II of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the financial year endedMarch 31 2021 was placed before the Board of Directors of the Company at its meeting heldon June 22 2021.

OTHER DISCLOSURES

1. None of the Directors of the Company have resigned during the yearunder review;

2. The Company has not issued equity shares with differential rights asto dividend voting or otherwise;

3. The Company has not issued any sweat equity shares to its directorsor employees;

4. No application has been made under the Insolvency and BankruptcyCode; hence the requirement to disclose the details of application made or any proceedingpending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the yearalongwith their status as at the end of the financial year is not applicable;

5. There was no revision of financial statements and Board's Report ofthe Company during the financial year under review;

APPRECIATION

The Board of Directors place on record sincere gratitude andappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year.

The Board conveys its appreciation for its customers shareholderssuppliers as well as vendors bankers business associates regulatory and governmentauthorities for their continued support.

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