Your Directors' have pleasure in presenting the 32nd Annual Report of theKJMC Financial Services Limited (KFSL) together with the Audited Financial Statements ofthe Company for the financial year ended March 31 2020. The consolidated performances ofthe Company and its subsidiaries have been referred to wherever required.
The performance of the Company for the financial year ended March 31 2020 issummarized below:
| || || || ||(Rs. in "000") |
|Particulars || |
| ||Year ended March 31 2020 ||Year ended March 31 2019 ||Year ended March 31 2020 ||Year ended March 31 2019 |
|FINANCIAL RESULTS || || || || |
|Revenue from operation ||17930 ||23441 ||17965 ||23468 |
|Other Income ||5646 ||3976 ||5671 ||4040 |
|Total Revenue ||23576 ||27417 ||23636 ||27505 |
|Total Expenses ||38988 ||33938 ||40400 ||34445 |
|Profit before Tax ||(15412) ||(6521) ||(16764) ||(6937) |
|Less: Provision for Tax || || || || |
|-Current Tax || |
|1835 || |
|- Deferred Tax ||(320) ||340 ||(208) ||228 |
|- MAT Credit || |
|(1836) || |
|- Prior period taxes || |
|47 || |
|Profit/(loss) after tax ||(15092) ||(6907) ||(16556) ||(7211) |
|Share in Associates' profit/(Loss) ||- ||- ||91 ||(1082) |
|Profit/(loss) for the year ||(15092) ||(6907) ||(16465) ||(8293) |
|APPROPRIATIONS || || || || |
|Profit/(loss) for the year ||(15092) ||(6907) ||(16465) ||(8293) |
|Add: Balance brought forward from previous year ||16542 ||23677 ||16919 ||25440 |
|Amount available for appropriations ||1450 ||16770 ||450 ||7147 |
|Less: Appropriations || || || || |
|Special Reserve || |
|203 || |
|General Reserve || |
|25 || |
|Balance carried to Balance Sheet ||1450 ||16542 ||450 ||16919 |
|EPS || || || || |
|-Basic ||(3.15) ||(1.44) ||(3.44) ||(1.73) |
|-Diluted ||(3.15) ||(1.44) ||(3.44) ||(1.73) |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
On standalone basis your Company earned the gross income of Rs.23576 (Rs. in 000) asagainst Rs.27417 (Rs. in 000) in the previous year. The total expenditure during the yearunder review was Rs.38988 (Rs. in 000) as against Rs.33938 (Rs. in 000) in the previousyear. The Net Loss after tax was Rs.(15092) (Rs. in 000) as against Rs.(6907) (Rs. in 000)in the previous year.
On consolidated basis your Company earned the gross income of Rs.23636 (Rs. in 000) asagainst Rs.27505 (Rs. in 000) in the previous year. The total expenditure during the yearunder review was Rs.40400 (Rs. in 000) as against Rs.34445 (Rs. in 000) in the previousyear. The Net Loss after tax was Rs.(16465) (Rs. in 000) as against Rs.(8293) (Rs. in 000)in the previous year.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Companies Act 2013 (hereinafter referred to as"the Act") Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as "Listing Regulations") and applicable AccountingStandards the Audited Consolidated Financial Statements of the Company for the financialyear 2019-20 together with the Auditors' Report form part of this Annual Report.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES AND ASSOCIATES
Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the report on performance and financial position of subsidiariesincluded in the Consolidated Financial Statements (CFS) in the Company.
A statement containing the salient features of financial statements ofsubsidiaries/joint venture companies of the Company in the prescribed Form AOC - 1 forms apart of Consolidated Financial Statements (CFS) in compliance with Section 129 (3) andother applicable provisions 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 of the subsidiaryand associate companies are available for inspection by the members at the RegisteredOffice of the Company during business hours on all days except Saturdays Sundays andpublic holidays up to the date of the AGM. Any member desirous of obtaining a copy of thesaid financial statements may write to the Company Secretary at the Registered Office ofthe Company. The financial statements including the CFS and all other documents requiredto be attached to this report have been uploaded on the website of the Company at www.kjmctinserv.com.
Brief Financial and Operation of subsidiary and associate companies are givenhereunder:
(i) KJMC Trading & Agency Limited: It earned gross income of Rs.1932 (Rs. in 000)as against Rs.91 (Rs. in 000) in the previous year. The total expenditure during the yearunder review was Rs.3288 (Rs. in 000) as against Rs.507 (Rs. in 000) in the previous year.The Net Profit after tax was Rs.1540 (Rs. in 000) as against Net Loss of Rs.(5939) (Rs. in000) in the previous year.
(i) KJMC Platinum Builders Private Limited: It earned gross income of Rs.961 (Rs. in000) as against Rs.1069 (Rs. in 000) in the previous year. The total expenditure duringthe year under review was Rs.648 (Rs. in 000) as against Rs.595 (Rs. in 000) in theprevious year. The Net Profit after tax was Rs.267 (Rs. in 000) as against Rs.226 (Rs. in000) in the previous year.
In order to conserve the resources for operations of the Company your Directors do notrecommend any dividend for the year under review.
TRANSFER TO RESERVES
The Company has not transferred any amount to reserves of the Company due to the lossincurred by the Company during the financial year 2019-20.
Towards the end of the financial year the World Health Organisation (WHO) declaredCOVID-19 a pandemic and the outbreak which infected millions has resulted in deaths of asignificant number of people globally. COVID-19 is seen having an unprecedented impact onpeople and economies worldwide. The Company is taking all necessary measures in terms ofmitigating the impact of the challenges being faced in the business. It is focused oncontrolling costs maintaining liquidity and closely monitoring to the operations. Theimpact of COVID-19 to market losses thereon has been taken into account in the Statementof Profit and Loss for the year. The Ministry of Home Affairs Government of India onMarch 24 2020 notified the first ever nationwide lockdown in India to contain theoutbreak of COVID-19 pandemic. The Company operates its business in conformity with thehighest ethical standards and employee centricity. In view of the outbreak of thepandemic The Company undertook timely measures to ensure the safety and well being of itsemployees at all levels. The employees were allowed to work from home by providingadequate digital and other assistance. The Company observed all the government advisoriesand guidelines thoroughly.
INDIAN ACCOUNTING STANDARD (IND AS)
The Company has adopted Indian Accounting Standards ("IND AS") from April 012019 with a transition date of April 01 2018. Accordingly the financial statement forthe year 2019-20 have been prepared in accordance with IND-AS prescribed under Section133 of the Act read with the relevant rules issued there under and the other recognisedaccounting practices and policies to the extent applicable
RBI PRUDENTIAL NORMS
Since the Company does not accept and hold any public deposits the Non- BankingFinancial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)Directions 2007 are not applicable to the Company as regard to capital adequacyrequirement.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of the Company as on March 31 2020 in Form MGT - 9 inaccordance with Section 92 (3) of the Act read with Companies (Management andAdministration) Rules 2014 is available on the website of the Company at httpswww.kjmcfinserv.com.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors held Five (5) meeting during the year. The maximum time gapbetween any two meetings was less than 120 days as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The details of the BoardMeetings and the attendance of the Directors are provided in the Report on CorporateGovernance forming part of this report.
COMMITTEES OF THE BOARD
The Company has constituted/reconstituted various level committees in accordance withthe requirements of Companies Act 2013 which are as follows:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Share Transfer and Stakeholders Relationship Committee
iv. Credit and Investment Committee
v. Debenture Allotment Committee
vi. IT Strategy Committee
During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board. Five (5) Audit Committee Meetings were convened and held during thefinancial year. The details pertaining to composition of Audit Committee and theattendance of the Audit Committee members are provided in the Corporate Governance Reportwhich forms part of the annual report.
Nomination and Remuneration Committee
During the year under review One (1) Nomination and Remuneration Committee Meeting wasconvened and held. The details pertaining to composition of Nomination and RemunerationCommittee and the attendance of the Nomination and Remuneration Committee members areprovided in the Corporate Governance Report which forms part of the annual report.
Share Transfer and Stakeholders Relationship Committee
During the year Four (4) Share Transfer and Stakeholders Relationship CommitteeMeetings were convened and held. The details pertaining to composition of Share Transferand Stakeholders Relationship Committee and the attendance of the Share Transfer andStakeholders Relationship Committee members are provided in the Corporate GovernanceReport which forms part of the annual report.
Credit and Investment Committee
The details pertaining to composition of Credit and Investment Committee are providedin the Corporate Governance Report which forms part of the annual report.
Debenture Allotment Committee
The details pertaining to composition of Debenture Allotment Committee are provided inthe Corporate Governance Report which forms part of the annual report.
IT Strategy Committee
During the year Three (3) IT Strategy Committee Meetings were convened and held. Thedetails pertaining to composition of IT Strategy Committee and the attendance of ITStrategy Committee members are provided in the Corporate Governance Report which formspart of the annual report.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT 2013
Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a. in the preparation of the annual financial statements for the year ended March 312020 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;
b. the Directors' have selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the Loss of the Company for the year ended March 31 2020;
c. the Directors' have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d. the Directors' have prepared the annual accounts for the financial year ended March31 2020 on a going concern basis;
e. the Directors' have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
f. the Directors' have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the reporting period no frauds were reported by Auditors under sub section (12)of section 143 as such no offence involving fraud was committed against the Company byofficers or employees of the Company.
FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS
The Board members are provided with necessary documents / brochures reports andinternal policies to enable them to familiarize with the Company's procedures andpractices.
Periodic presentations are made at the Board and Committee meetings on business andperformance updates of the Company global business environment business strategy andrisks involved. Detailed presentations on the Company's business segments are made at theseparate meetings of the Independent Directors from time to time.
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct ('the code') applicable to theDirectors and employees. The Code is applicable to Nonexecutive Directors includingIndependent Directors to such an extent as may be applicable to them depending on theirroles and responsibilities. The Code gives guidance and support needed for ethical conductof business and compliance of law. The Code reflects the core values of the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance report which forms part of the annual report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
The provisions of Section 186 of Companies Act 2013 except Sub section (1) is notapplicable to the Company. However the details of Loans Guarantees and Investments madeare disclosed in the Notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transaction entered into by the Company with related parties during the financialyear 2019-20 were in ordinary course of business and on arm's length basis. The detailsof the Related Party Transactions are set out in the Notes to Financial Statements formingpart of this Annual Report.
Also the Related Party Transactions undertaken by the Company were in compliance withthe provisions set out in the Companies Act 2013 read with the Rules issued there underand relevant provisions of Listing Regulations.
All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on dealing with and Materiality of Related PartyTransactions formulated by the Company.
All transactions with related party which are required to be reported in Form AOC- 2pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014 is annexed herewith and forms part of this report.
The Policy is also available on the website of the Company at https www.kjmcfinserv.com
The details of the related party transactions as per IND-AS set out in Note 35 to theStandalone Financial Statements of the Company which forms part of this Report.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
Except for COVID-19 pandemic as reported abovethere are no material changes andcommitments affecting the financial position of the Company occurred between the end ofthe financial year to which these financial statements relate and on the date of thisreport. There has been no change in the nature of business of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company is engaged in providing financial services the details requiredunder Section 134 of the Companies Act 2013 are not applicable to the Company. HoweverCompany believes in conserving the natural resources and uses CFL and LED Lighting in theoffice premises which has low energy consumption. The Company has no disclosures to bemade in connection with technology absorption.
During the reporting period there was no foreign exchange earnings and expenditureagainst foreign exchange as compared to expenditure of Rs.101 (' in '000') in the previousyear.
The details in respect of risks and concerns are included in the Management Discussion& Analysis which forms part of this report.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The performance of the Board was evaluated by the Boardafter seeking inputs from all the directors on the basis of the criteria such as thedegree of fulfilment of key responsibilities Board composition and structureeffectiveness of board processes information and functioning etc.
In addition the Chairman was also evaluated on the key aspects of his role. In aseparate meeting of Independent Directors performance of Non-Independent Directorsperformance of the Board as a whole and performance of the Chairman was evaluated takinginto account the views of Executive Directors and Non-Executive Directors. The directorsexpressed satisfaction with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the meeting of Board of Directors held on July 15 2020 and September 07 2020based on the recommendation of the Nomination and Remuneration Committee the Board hasappointed Mr. Anil Sampat and Mr. Vijay Joshi as Directors (Independent) for a term offive years w.e.f. July 15 2020 and September 7 2020 respectively subject to approval ofthe members.
The Company has received a notice in writing in accordance with provisions of Section160(1) of the Act from a Member proposing his candidature for the office of IndependentDirector.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Inderchand Jain (DIN: 00178901) Non-Executive Director of the Company willretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment. The Board of Directors on the recommendation of the Nominationand Remuneration Committee and based on report of performance evaluation has recommendedre-appointment of Mr. Inderchand Jain as Director of the Company liable to retire byrotation.
Pursuant to 17(1A) of SEBI (Listing Obligations and Disclosure RequirementsRegulations 2015) appointment of Mr. Anil Sampat and re-appointment of Mr. InderchandJain will be placed for Special Resolution at the ensuing Annual General Meeting.
Mr. Rajnesh Jain's tenure as Whole Time Director expired on completion of the threeyears term on August 10 2020. Based on the recommendation of Nomination and RemunerationCommittee and subject to approval of members in the ensuing Annual General Meeting theBoard at their meeting held on July 15 2020 approved the re-appointment for a period ofthree years from August 11 2020 to August 10 2023 and the remuneration payable to Mr.Rajnesh Jain as Whole-time Director in accordance with the provisions of Sections 196197 198 and 203 read with Schedule "V" and all other applicable provisions ofthe Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Brief Profile of Mr. Anil Sampat Mr. Inderchand Jain Mr. Rajnesh Jain and Mr. VijayJoshi is mentioned in the Notes to the Notice of Annual General Meeting forms part ofAnnual Report
The Company has received declarations from all Independent Directors of the Companyincluding the proposed Independent Directors confirming that they meet the criteria ofindependence prescribed under the Act and the Listing Regulations.
REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment (s) thereof for the time being in force) and as per section 197 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The Company being a Non-Deposit Accepting Non-Banking Finance Company has not acceptedany deposits from the public during the year under review and shall not accept anydeposits from the public without obtaining prior approval of the Reserve Bank of India(RBI).
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant or material orders which were passed by the Regulators orCourts or Tribunals which impact the going concern status and the Company's operations infuture.
ADEQUACY OF INTERNAL CONTROL
The Company has in place adequate financial controls commensurate with its size scaleand complexity of its operations. The company has in place policies and proceduresrequired and efficiently conduct its business safeguard its assets detect frauds anderrors maintain accuracy and completeness of accounting records in a timely and reliablemanner.
The Company continues to have periodical internal audits conducted of all its functionsand activities to ensure that system and processes are followed across all areas.
The Company complies with the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India from time to time.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:
I. The ratio of the remuneration of each Director to the median remuneration of theemployees of the company for the financial year 2019-20;
|Non-Executive Directors ||Ratio to median remuneration |
|Mr. Inderchand Jain ||1.77% |
|Mr. S.C. Aythora ||2.65% |
|Mr. Nitin Kulkarni ||2.65% |
|Mrs. Shraddha Jain ||1.41% |
|Mr. Girish Jain ||1.50% |
|Executive Directors ||- |
|Mr. Rainesh Jain ||689.98% |
The median remuneration is calculated based on the salary paid during the financialyear to employees on payroll as on March 31 2020.
ii. The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary if any in the financial year;
|Name ||Designation ||% increase in remuneration in the financial year i.e. 2019-20 |
|Mr. Inderchand Jain ||Non Executive Director ||No Increase |
|Mr. S.C. Aythora ||Non Executive Director ||No Increase |
|Mr. Nitin Kulkarni ||Non Executive Director ||No Increase |
|Mr. Girish Jain ||Non Executive Director ||No Increase |
|Mrs. Shraddha Jain ||Non Executive Director ||No Increase |
|Mr. Rainesh Jain ||Whole Time Director ||No Increase |
|Ms.Kanak Jain (resigned on 31st May 2019) ||Company Secretary || |
|Mr. Akash Anchan (Appointed on 1st June 2019) ||Company Secretary || |
|Mr. Pradeep Poddar ||Chief Financial Officer ||No Increase |
* Since Ms. Kanak Jain has resigned and Mr. Akash Anchan have joined employment in thecurrent financial year and hence provisions relating to increase in their salary is notapplicable
iii. The percentage increase in the median remuneration of employees in the financialyear:
iv. The number of permanent employees on the rolls of Company as on March 312020: 5(Five)
v. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The average percentile increase in the salaries of the employees other than themanagerial personal there was no increase and there has been no increase in the managerialremuneration in the FY 2019-20
Note :- The average percentile increase in the salaries of the employees other than themanagerial personal is calculated based on the employees on payroll as on March 312020.
The Increments given to employees are based on their potential performance andcontribution which is also benchmarked against applicable industry norms
vi. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
There are no employees falling within the purview of Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 no such details arerequired to be given.
M/s V. P. Thacker & Co. Chartered Accountants (Firm Registration No. 118696W) videtheir letter dated November 13 2020 have resigned from the position of Statutory Auditorsof the Company due to COVID-19 and commercial consideration resulting into a casualvacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8)of the Companies Act 2013.
The Board of Directors at its meeting held on November 13 2020 on the recommendationof Audit committee and pursuant to the provisions of Section 139(8) of the Companies Act2013 appointed M/s. Batliboi & Purohit Chartered Accountants (Firm Registration No.101048W) to hold office as the Statutory Auditors of the Company till the conclusion of32nd Annual General Meeting (AGM) and to fill the casual vacancy caused by theresignation of M/s. V. P. Thacker & Co. Chartered Accountants subject to theapproval of the members in ensuing General Meeting of the Company at such remuneration asmay be mutually decided by the Board of Directors of the Company and the StatutoryAuditors.
The Company has received the consent from the M/s. Batliboi & Purohit CharteredAccountants and confirmation to the effect that they are not disqualified to be appointedas the Auditors of the Company in terms of the provisions of the Companies Act 2013 andrules made thereunder.
Further the Board also approved appointment of M/s. Batliboi & Purohit CharteredAccountants (Firm Registration No. 101048W) as Statutory Auditors of the Company to holdoffice for a period of five consecutive years from the conclusion of the 32ndAGM till the conclusion of the 37th AGM to be held in year 2025. Accordinglyyour Board of Directors also recommend passing of resolution for appointment of M/s.Batliboi & Purohit Chartered Accountants as Statutory Auditor of the Company for aperiod of 5 consecutive years Meeting is proposed for approval of the members at this AGMand forms part of the Notice of Annual General Meeting which forms part of Annual report.
The Independent Auditors' Report for the financial year ended March 312020 on thefinancial statements of the Company forms part of Annual report.
The Auditors' Report for the financial year ended March 31 2020 does not contain anyqualification reservation or adverse remark.
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Company has appointed M/s Sanjay Raja Jain &Co. as an internal auditor of the Company for the financial year 2020-21.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company has appointed M/s. Pinky Shethia & Associates a firm ofPracticing Company Secretary to conduct Secretarial Audit for the Financial Year 2020-21.
The Report of the Secretarial Auditor forms part of this Report
The Secretarial Audit Report for the FY 2019-20 does not contain any qualificationsreservations or adverse remarks or disclaimer is annexed and forms part of this report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading as amendedfrom time to time with a view to regulates trading in securities by the Directors anddesignated employees of the Company. The Code requires pre-clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company shares by the Directors andthe designated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
WHISTLE BLOWER/VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee.During the financial year no cases under this mechanism were reported to the Companyand/or to any of its subsidiaries/associate. The Whistle Blower Policy has been posted onthe website of the Company.
The Authorised share capital of your Company as on March 31 2020 was Rs.621500000.The issued subscribed and paid up share capital of your Company as on 31stMarch 2020 was Rs.47857400 comprising of 4785740 equity shares of Rs.10/- each.During the reporting period the Company has not altered its share capital.
LISTING OF SHARES
The 4785740 Equity Shares of the Company are listed on BSE Limited. The annuallisting fee for the financial year 2020-21 has been paid to BSE Limited (BSE).
SCHEME OF AMALGAMATION
Pursuant to the provision of section 230 to 232 and other applicable provision of theCompanies Act 2013 read with the relevant rules of the Companies (CompromisesArrangements and Amalgamations) Rules 2016 the Hon'ble National Company Law Tribunal(NCLT Mumbai bench) vide its order dated March 03 2020 had considered and approved theScheme of Amalgamation of KJMC Asset Management Company Limited Wholly Owned Subsidiary("the First transferor company") and KJMC Investment Trust Company LimitedWholly Owned Subsidiary ("the Second Transferor Company") with KJMC FinancialServices Limited Holding Company ("the Transferee Company") and theirrespective shareholders.
ISSUE OF NON-CONVERTIBLE-DEBENTURES ON PRIVATE PLACEMENT BASIS
Pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment ofSecurities) Rules 2014 and as per the RBI guidelines The Board of Directors in itsmeeting held on January 23 2019 and Shareholders' approval through postal ballot datedMarch 15 2019 approved the issue of 25000 (Twenty-Five Thousand) Secured RedeemableNon-Convertible Debentures of Face Value of Rs.1000/- (Rupees One Thousand Only) Eachaggregating To Rs.25000000/- (Rupees Two Crores Fifty Lakhs Only) on private placementbasis.
25000 (Twenty-five thousand) Secured redeemable Non-Convertible- Debentures ofRs.1000/- each on private placement basis was issued on following terms and conditions.
|Nature of Debentures ||Non-Convertible Secured & Redeemable |
|Face Value of Debentures ||Rs.1000/- (Rupees One Thousand only) |
|Tenure ||24 months |
|Interest Payment ||Quarterly |
|Interest Rate ||12.00% p.a. |
|Redemption ||Redemption at the end of completion of tenure i.e. 24 months |
|Denture Trustee ||Beacon Trusteeship Limited |
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 compliance with the corporate governance provisions are not applicableto your Company as the Company's paid up Equity Share Capital does not exceed of Rs.10Crores and net worth does not exceed of Rs.25 Crores as on March 31 2020.
However to maintain highest standards of Governance a separate section on CorporateGovernance is annexed and forms part of the annual report.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the financial year under reviewis annexed and forms part of this report.
The Company's assets have been adequately insured.
WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION
Certificate from Mr. Rajnesh Jain Whole Time Director and Mr. Pradeep Poddar ChiefFinancial Officer as specified in Part B of Schedule II of the SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015 for the financial year ended March 312020 was placed before the Board of Directors of the Company at its meeting held on July15 2020.
i. Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act is not required by the company.
The Board of Directors takes the opportunity to express its sincere appreciation forthe support and co-operation from its members Reserve Bank of India Banks and Statutoryand Regulatory Authorities.
The Board also wishes to place on record their sincere appreciation of the contributionmade by the executives and employees at all levels for their dedication and commitment tothe Company throughout the year.
| ||For and on behalf of the Board of Directors |
| ||For KJMC Financial Services Limited |
| ||Inderchand Jain |
| ||Chairman |
|Place: Mumbai ||DIN : 00178901 |
|Date: November 13 2020 || |