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KJMC Financial Services Ltd.

BSE: 530235 Sector: Financials
NSE: KJMCFIN ISIN Code: INE533C01018
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NSE 05:30 | 01 Jan KJMC Financial Services Ltd
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OPEN 5.15
CLOSE 5.42
VOLUME 1
52-Week high 18.75
52-Week low 5.15
P/E
Mkt Cap.(Rs cr) 2
Buy Price 5.69
Buy Qty 50.00
Sell Price 5.70
Sell Qty 88.00

KJMC Financial Services Ltd. (KJMCFIN) - Director Report

Company director report

Dear Members

Your Directors' have pleasure in presenting the 31st Annual Report of the KJMCFinancial Services Limited (KFSL) together with the Audited Financial Statements of theCompany for the financial year ended March 312019. The consolidated performances of theCompany and its subsidiaries have been referred to wherever required.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 312019 is summarizedbelow:

(Rs. in "000")
Particulars Year Ended March 31 2019 Year Ended March 31 2018 Year Ended March 31 2019 Year Ended March 31 2018

Standalone

Consolidated

FINANCIAL RESULTS
Revenue from operations 70365 69242 76692 69444
Other Income 556 652 3515 840
Total Revenue 70921 69894 80207 70284
Total Expenses 69520 63871 69419 64166
Profit before Tax 1401 6023 10788 6118
Less: Provision for Tax
-Current Tax - - 1835 973
- Deferred Tax 340 1049 228 1049
- MAT Credit - - (1837) (964)
- Prior period taxes 47 - 47 2
Profit/(loss) after tax 1014 4974 5058 5058
Share in Associates profit/(Loss) NA NA (1081) 1350
Profit/(loss) for the year 1014 4974 9434 6408
APPROPRIATIONS
Profit/(loss) for the year 1014 4974 9434 6408
Add: Balance brought forward from previous year 31972 28116 32277 26988
Amount available for appropriations 32986 33091 32277 33396
Less: Appropriations
Special Reserve 203 995 203 995
General Reserve 25 124 25 124
Balance carried to Balance Sheet 32757 31972 41484 32277
EPS
-Basic 0.21 1.04 1.97 1.34
-Diluted 0.21 1.04 1.97 1.34

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

On standalone basis your Company earned the gross income of Rs 709.21 Lakhs as againstRs 698.94 Lakhs in the previous year. The total expenditure during the year under reviewwas Rs 695.20 Lakhs as against Rs 638.71 Lakhs in the previous year. The Net Profit aftertax was Rs 10.14 Lakhs as against Rs 49.74 Lakhs in the previous year.

On consolidated basis your Company earned the gross income of Rs 802.07 Lakhs asagainst Rs 702.84 Lakhs in the previous year. The total expenditure during the year underreview was Rs 694.19 Lakhs as against Rs 641.66 Lakhs in the previous year. The Net Profitafter tax was Rs 94.34 Lakhs as against Rs 64.08 Lakhs 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 (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") and applicable Accounting Standards the AuditedConsolidated Financial Statements of the Company for the financial year 2018-19 togetherwith the Auditors' Report form part of this Annual Report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES AND ASSOCIATES SubsidiaryCompanies:

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 is annexed to thisreport.

A statement containing the salient features of financial statements ofsubsidiaries/joint venture companies of the Company in the prescribed Form AOC - 1 isannexed herewith & forms part of this Report 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 upto 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 atwww.kjmcfinserv.com.

Brief Financial and Operation of subsidiary companies are given hereunder:

(i) KJMC Asset Management Company Limited: It earned gross income of Rs 106.97 Lakhs asagainst Rs 10.62 Lakhs in the previous year. The total expenditure during the year underreview was Rs 11.01 Lakhs as against Rs 10.58 Lakhs in the previous year. The Net Profitafter tax was Rs 95.96 Lakhs as against Rs 0.04 Lakhs in the previous year.

(ii) KJMC Investment Trust Company Limited: It earned gross income of Rs 0.97 Lakhs asagainst Rs 0.96 Lakhs in the previous year. The total expenditure during the year underreview was Rs 0.61 Lakhs as against Rs 0.68 Lakhs in the previous year. The Net Profitafter tax was Rs 0.37 Lakhs as against Rs 0.20 Lakhs in the previous year.

(iii) KJMC Trading & Agency Limited: It earned gross income of Rs 1.98 Lakhs asagainst Rs 1.62 Lakhs in the previous year. The total expenditure during the year underreview was Rs 5.07 Lakhs as against Rs 0.99 Lakhs in the previous year. The Net Profitafter tax was Rs (1.33) Lakhs as against Rs 0.61 Lakhs in the previous year.

Associates

(i) KJMC Platinum Builders Private Limited: It earned gross income of Rs 10.74 Lakhs asagainst Rs 10.69 Lakhs in the previous year. The total expenditure during the year underreview was Rs 5.95 Lakhs as against Rs 5.68 Lakhs in the previous year. The Net Profitafter tax was Rs 2.30 Lakhs as against Rs 4.49 Lakhs in the previous year.

(ii) KJMC Reality Pvt. Ltd. has ceased to be the associate of the Company w.e.f. March29 2019.

DIVIDEND

In order to conserve the resources for operations of the Company your Directors regrettheir inability to recommend any dividend for the year under review.

TRANSFER TO RESERVES

The Company proposes to transfer Rs 0.25 Lakhs to the general reserve and Rs. 2.03Lakhs to Special Reserves out of the amount available for appropriation and an amount ofRs 327.57 Lakhs is proposed to be retained in the profit and loss account.

RBI PRUDENTIAL NORMS

Since the Company does not accept and hold any public deposits the NonBankingFinancial (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 2019 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 athttp://kjmcfinserv.com/ investor_relation

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors held Four (4) 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 Annual Report.

COMMITTEES OF THE BOARD

The Company has constituted/reconstituted various level committees in accordance withthe requirements of Companies Act 2013 The Board has 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

The Audit Committee comprises of Shri S C Aythora (Chairman and Independent Director)Shri Inderchand Jain (Non-Executive NonIndependent Director) and Nitin Kulkarni(Independent Director). During the year all the recommendations made by the AuditCommittee were accepted by the Board. Four (4) Audit Committee Meetings were convened andheld during the financial year. The details pertaining to composition of Audit Committeeand the 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 Three (3) Nomination and Remuneration Committee Meetings were convenedand held. The details pertaining to composition of Nomination and Remuneration Committeeand the attendance of the Nomination and Remuneration Committee members are provided inthe Corporate Governance Report which forms part of the annual report.

Share Transfer and Stakeholders Relationship Committee

During the year Eleven (11) 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

During the year Five (5) Credit and Investment Committee Meetings were convened andheld. The details pertaining to composition of Credit and Investment Committee and theattendance of the Credit and Investment Committee members are provided in the CorporateGovernance Report which forms part 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 312019 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 profit of the Company for that period;

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 March312019 on a going concern basis;

e. the Directors' have laid down internal financial controls to be followed y 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 Codes gives guidance and support needed for ethicalconduct of business and compliance of law. The Code reflects the core values of theCompany.

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 particulars of loans guarantees and investments have been disclosed in thefinancial 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 parties during the financialyear 2018-19 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 thereunderand relevant provisions of Listing Regulations. There are no materially significantRelated Party Transactions of the Company which have potential conflict with the interestsof the Company at large.

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 2014is annexed herewith and forms part of this report.

During the year under review the Company revised its Policy on dealing with andMateriality of Related Party Transactions in accordance with the amendments to theapplicable provisions of the Listing Regulations. The Policy is also available on thewebsite of the Company at http://kjmcfinserv.com/ investor_relation

The details of the related party transactions as per Accounting Standards (AS) - 18 areset out in Note 32 to the Standalone Financial Statements of the Company which forms partof 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

There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which these financial statementsrelate and on the date of this report. There has been no change in the nature of businessof 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.

During the reporting period there was no foreign exchange earning but incurred anexpenditure of Rs 1.01 lakhs as against Rs 11.22 Lakhs in the previous year.

RISK MANAGEMENT

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.

ANNUAL EVALUATION

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 performance of the Chairman was also evaluated on the key aspects ofhis role. 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 AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Girish Jain (DIN: 00151673) Non-Executive Director of the Company will retireby rotation at the ensuing Annual General Meeting and being eligible has offered himselffor re-appointment. The Board of Directors on the recommendation of the Nomination andRemuneration Committee and based on report of performance evaluation has recommendedreappointment of Mr. Girish Jain as Director of the Company liable to retire by rotation

Mr. S.C. Aythora and Mr. Nitin Kulkarni were appointed as Independent Directors at the26th Annual General Meeting (AGM) held on September 27 2014 for a period of five years.Based on the recommendation of the Nomination and Remuneration Committee theirre-appointment for a second term of five years is proposed at the ensuing AGM for theapproval of the Members by way of Special Resolution.

Mr. Kartik Konar has ceased to be Chief Financial Officer (KMP) of the Company w.e.fJanuary 23 2019 and Mr. Pradeep Poddar has been appointed as Chief Financial Officer(KMP) of the Company w.e.f. January 24 2019.

Ms. Kanak Lata Jain has Ceased to be the Company Secretary and Compliance Officer (KMP)of the Company w.e.f. May 312019 and Mr. Akash Anchan has been appointed as the CompanySecretary and Compliance Officer of the Company (KMP) w.e.f. June 012019

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.

PUBLIC DEPOSITS

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.

SECRETARIAL STANDARDS:

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 2018-19;

Non-executive Directors Ratio to median remuneration
Mr. Inderchand Jain 0.0307
Mr. S.C. Aythora 0.0414
Mr. Nitin Kulkarni 0.0414
Mrs. Aditi Jain 0.0291
Mr. Girish Jain 0.0245
Executive Directors
Mr. Rajnesh Jain 6.7444

The median remuneration is calculated based on the salary paid during the financialyear to employees on payroll as on March 312019.

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. 2018-19
Mr. Inderchand Jain Non Executive Director -
Mr. S.C. Aythora Non Executive Director -
Mr. Nitin Kulkarni Non Executive Director -
Mr. Girish Jain Non Executive Director -
Mrs. Aditi Jain Non Executive Director -
Mr. Rajnesh Jain Whole Time Director -
Ms.Kanak Jain Company Secretary *
Mr. Kartik Konar (resigned on 23.01.2019) Chief Financial Officer 10%
Mr. Pradeep Poddar (Appointed on 24.01.2019) Chief Financial Officer *

* Mr. Pradeep Poddar and Ms. Kanak Jain have joined employment in the current financialyear and hence provisions relating to increase in their salary is not applicable.

iii. The percentage increase in the median remuneration of employees in the financialyear: 6%

iv. The number of permanent employees on the rolls of Company as on March 312019:9(Nine)

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 personnel in was 6% and there has been no increase in the managerialremuneration in the FY 2018-19.

Note :- The average percentile increase in the salaries of the employees other than themanagerial personnel is calculated based on the employees on payroll as on March 312019.

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.

vii. 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.

STATUTORY AUDITOR

In terms of the provisions of Section 139 of the Companies Act 2013 the term ofoffice of M/s. K. S. Aiyar & Co. Chartered Accountants will end at the conclusion ofthe ensuing Annual General Meeting. The Board places on record its appreciation forservices rendered by M/s. K. S. Aiyar & Co. Chartered Accountants as StatutoryAuditors of the Company.

The Board of Directors on recommendation of Audit Committee at their meeting held onAugust 22 2019 has recommended appointment of M/s. V. P. Thacker & Co. (FirmRegistration No. 118696W) as Statutory Auditors of the Company. The aforementionedappointment is subject to approval of the members at the ensuing Annual General Meeting(AGM). Accordingly resolution for appointment of M/s. V. P. Thacker & Co. as theStatutory Auditors of the Company for a period of three (3) consecutive years from theconclusion of the 31st Annual General Meeting till the conclusion of the 34th AnnualGeneral Meeting is proposed by the Board for approval of the members at the ensuing AGMand is mentioned in the Notice of Annual General Meeting which forms part of Annualreport.

The Independent Auditors' Report for the financial year ended March 31 2019 on thefinancial statements of the Company forms part of Annual report.

The Auditors' Report for the financial year ended March 312019 does not contain anyqualification reservation or adverse remark.

INTERNAL AUDITOR

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 2019-20.

SECRETARIAL AUDITOR

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 2019-20.

The Secretarial Audit Report does not contain any qualifications reservations oradverse remarks or disclaimer is annexed and forms part of this report.

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 www.kjmcfinserv.com.

SHARE CAPITAL

The Authorised share capital of your Company as on March 312019 was Rs 500000000.The issued subscribed and paid up share capital of your Company as on March 312019 was Rs47857400 comprising of 478574 equity shares of Rs 10/- each. During the reportingperiod the Company has not altered its share capital.

LISTING OF SHARES

The 478574 Equity Shares of the Company are listed on BSE Limited. The annual listingfee for the financial year 2019-20 has been paid to BSE Limited (BSE).

CORPORATE GOVERNANCE

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 2019.

However to maintain highest standards of Corporate Governance a separate section onCorporate Governance is annexed and forms part of the annual report.

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 and subject to the approval of the NationalCompany Law Tribunal (NCLT) and other concerned authorities the Board of Directors attheir meeting held on January 23 2019 had considered and approved the Scheme ofAmalgamation of KJMC Asset Management Company Limited Wholly Owned Subsidiary ("theFirst transferor company") and KJMC Investment Trust Company Limited Wholly OwnedSubsidiary ("the Second Transferor Company") with KJMC Financial ServicesLimited ("the Transferee Company") and their respective shareholders .

The Company has made an application to NCLT on March 25 2019. On August 08 2019 theCompany Scheme Petition was admitted by NCLT Mumbai Bench and the Company has receivedrequisite directions from NCLT to convene the meeting of Equity shareholders and creditorsof the Company. The Company has taken necessary steps as per the direction given by NCLTto convene the meetings of Equity shareholders secured creditors and unsecured creditors.

Pending approval of the NCLT and other statutory authorities no effect of the proposedscheme has been given in the financial statements of the Company for the financial yearended March 312019.

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.

INSURANCE

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 312019was placed before the Board of Directors of the Company at its meeting held on May 222019.

ACKNOWLEDGMENT

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
Date: August 22 2019