Your Directors have pleasure in presenting the 36th Annual Report of KJMC Financial Services Limited (‘KFSL / Company'), together with the Annual Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2024.
FINANCIAL SUMMARY AND HIGHLIGHTS
The performance of the Company on standalone and on consolidated basis for the financial year ended March 31,2024 is summarized below:
|
Particulars
|
Standalone
|
Consolidated
|
| |
Year ended March 31, 2024
|
Year ended March 31,2023
|
Year ended March 31, 2024
|
Year ended March 31,2023
|
|
Revenue from Operations
|
46,306
|
28,850
|
46,306
|
28,850
|
|
Other Income
|
626
|
2,024
|
1,425
|
2,341
|
|
Total Revenue
|
46,932
|
30,874
|
47,731
|
31,191
|
|
Total Expenses
|
33,204
|
37,176
|
33,468
|
37,743
|
|
Profit before Tax
|
13,728
|
(6,302)
|
14,263
|
(6,552)
|
|
Less: Provision for Tax
|
|
|
|
|
|
- Current Tax
|
401
|
-
|
401
|
-
|
|
- Deferred Tax
|
4,292
|
2,634
|
4,292
|
2,634
|
|
- Earlier year Provision Written off
|
-
|
-
|
-
|
-
|
|
- MAT Credit Written off
|
-
|
-
|
-
|
-
|
|
Profit/(loss) after tax
|
9,035
|
(8,936)
|
9,570
|
(9,186)
|
|
Share in Associates' profit/ (Loss)
|
-
|
-
|
(952)
|
(30)
|
|
Profit/(loss) for the year
|
9,035
|
(8,936)
|
8,618
|
(9,216)
|
| |
|
|
|
|
|
Appropriations:
|
|
|
|
|
|
Profit/(loss) for the year
|
9,035
|
(8,936)
|
8,618
|
(9,216)
|
|
Add: Balance brought forward from previous year
|
(25,779)
|
(16,843)
|
(29,138)
|
(19,922)
|
|
Amount available for appropriations
|
(16,744)
|
(25,779)
|
(20,520)
|
(29,138)
|
|
Less: Appropriations
|
|
|
|
|
|
Special Reserve
|
1,807
|
-
|
1,807
|
-
|
|
General Reserve
|
-
|
-
|
-
|
-
|
|
Balance carried to Balance Sheet
|
(18,551)
|
(25,779)
|
(22,327)
|
(29,138)
|
|
EPS
|
|
|
|
|
|
-Basic
|
1.89
|
(1.87)
|
1.80
|
(1.93)
|
|
-Diluted
|
1.89
|
(1.87)
|
1.80
|
(1.93)
|
OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE
On standalone basis, your Company earned the gross income of Rs. 469.32 lakhs as against Rs. 308.74 lakhs in the previous year. The total expenditure during the year under review was Rs. 332.04 lakhs as against Rs. 371.76 lakhs in the previous year. The Net Profit after tax before OCI was Rs. 90.35 lakhs as against Net Loss after tax before OCI of Rs. 89.36 lakhs in the previous year.
On consolidated basis, your Company earned the gross income of Rs 477.31 lakhs as against Rs 311.91 lakhs in the previous year. The total expenditure during the year under review was Rs 334.68 lakhs as against Rs 377.43 lakhs in the previous year. The Net Profit after tax before OCI was Rs 86.18 lakhs as against Net Loss after tax before OCI of Rs 92.16 lakhs in the previous year.
There was no change in the nature of business of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”), read with 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 Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2023-24, together with the Auditors' Report forms part of this Annual Report.
PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY AND ASSOCIATE COMPANY
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 subsidiary company and associate company (to the extent of the shareholding of the Company) is included in the Consolidated Financial Statements (‘CFS') of the Company.
A statement containing the salient features of financial statements of subsidiary and associate company of the Company in the prescribed Form AOC-1, forming part of Consolidated Financial Statements of the Company is in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 is attached.
In accordance with Section 136 of the Act, the financial statements of the subsidiary and associate companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the AGM. The financial statements including the CFS, and all other documents required to be attached to this report are also available on the website of the Company i.e. https://www.kjmcfinserv.com/investor-relations/subsidiary-companies-accounts.
Brief performance and financial position of subsidiary company is given hereunder:
KJMC Trading & Agency Limited, the wholly owned subsidiary of the Company earned gross income of Rs 12.24 lakhs as against Rs 14.30 lakhs in the previous year. The total expenditure during the year under review was Rs 6.87 lakhs as against Rs 16.81 lakhs in the previous year. The Net Profit after tax was Rs 5.37 lakhs as against Net Loss after tax of Rs 2.51 lakhs in the previous year.
Brief performance and financial position of associate company is given hereunder:
KJMC Platinum Builders Private Limited, an Associate Company earned gross income of Rs 13.20 lakhs as against Rs 3.94 lakhs in the previous year. The total expenditure during the year under review was Rs 39.08 lakhs as against Rs 1.34 lakhs in the previous year. The Net Loss after tax was Rs 27.97 lakhs as against Net Loss after tax of Rs 0.88 lakhs in the previous year.
SHARE CAPITAL
The Authorised share capital of the Company as on March 31, 2024, was Rs 62,15,00,000. Further, the issued, subscribed and paid-up share capital of the Company as on March 31, 2024 was Rs 4,78,57,400 comprising of 47,85,740 equity shares of Rs 10/- each. There was no change in the Capital structure of the Company during the reporting period.
DIVIDEND
In view of accumulated losses, your directors do not recommend any dividend for the year under review.
TRANSFER TO RESERVES
The Company has not transferred any amount out of the profit to reserves during the financial year 2023-24.
PUBLIC DEPOSITS
The Company being a Non-Deposit Accepting Non-Banking Finance Company, it has not accepted any deposits from the public during the year under review.
INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has adopted Indian Accounting Standards (‘IND AS') and accordingly, the financial statements for the year 2023-24 have been prepared in accordance with IND-AS, prescribed under Section 133 of the Act, read with the relevant rules issued there under and the other recognised accounting practices and policies to the extent applicable.
RBI PRUDENTIAL NORMS
The Company being Non-Banking Financial (Non- Deposit Accepting or Holding), capital adequacy requirement, under Companies Prudential Norms (Reserve Bank) Directions, 2007, are not applicable to the Company.
ANNUAL RETURN
The Annual Return of the Company for the financial year 2023-24 in Form MGT-7 pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www. kimcfinserv.com/investor-relations/annual-reports.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2023-24, 4 (four) meetings of the Board of Directors were held. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance forming part of the Annual Report.
COMMITTEES OF THE BOARD
The Company has constituted committees in accordance with the requirements of the Companies Act, 2013, SEBI (LODR) Regulations, 2015, and Guidelines issued by the Reserve Bank of India for NBFC viz.:
i. Audit Committee;
ii. Nomination and Remuneration Committee;
iii. Stakeholders Relationship Committee;
iv. Credit and Investment Committee;
v. Debenture Allotment Committee;
vi. IT Strategy Committee;
AUDIT COMMITTEE
The constitution of the Audit Committee is in compliance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and provisions as applicable to NBFC Company. During the year under review, 4 (four) Audit Committee Meetings were held. The details pertaining to composition of Audit Committee and the attendance of the members of the Audit Committee are provided in the Corporate Governance Report and forms part of the annual report.
NOMINATION AND REMUNERATION COMMITTEE
During the year under review 2 (two) Nomination and Remuneration Committee Meetings were held. The details pertaining to composition of Nomination and Remuneration Committee and the attendance of the members of the Nomination and Remuneration Committee are provided in the Corporate Governance Report and forms part of the annual report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
During the year under review 1 (one) Stakeholders Relationship Committee Meeting was held. Stakeholders Relationship Committee has been formed as per the provisions of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The details pertaining to composition of Stakeholders Relationship Committee, details of meeting held during the year under review and the attendance of the members of the Stakeholders Relationship Committee are provided in the Corporate Governance Report forms part of the annual report.
CREDIT AND INVESTMENT COMMITTEE
The Board of Directors of the Company has, pursuant to the guidelines issued by Reserve Bank of India for NBFC, formed Credit and Investment Committee to deal with the matters related to extending loans and making investments. During the year under review, 4 (four) meetings were held. The details pertaining to composition of Credit and Investment Committee and the attendance of the members of the Credit and Investment Committee are provided in the Corporate Governance Report forms part of the annual report.
DEBENTURE ALLOTMENT COMMITTEE
During the year under review, no meeting was held. The details pertaining to composition of Debenture Allotment Committee are provided in the Corporate Governance Report forms part of the annual report.
IT STRATEGY COMMITTEE
During the year under review, 2 (two) IT Strategy Committee Meetings were held. The details pertaining to composition of IT Strategy Committee and the attendance of the members of the IT Strategy Committee are provided in the Corporate Governance Report forms part of the annual report.
DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT, 2013
Pursuant to Section 134 (5) and Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b. the Directors' have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit of the Company for the year ended March 31,2024;
c. the Directors' have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors' have prepared the annual accounts for the financial year ended March 31,2024 on a going concern basis;
e. the Directors' have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f. the Directors' have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS
STATUTORY AUDITORS AND REPORT
The Company at its 32nd Annual General Meeting (‘AGM') held on December 24, 2020, appointed M/s. Batliboi & Purohit, Chartered Accountants, as the Statutory Auditors for a term of 5 (five) consecutive years till the conclusion of the 37th AGM of the Company.
The said Auditors have confirmed their eligibility for their continuation as Statutory Auditors of the Company.
The Auditors' Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. Further, notes to accounts are self-explanatory and do not call for any comments.
SECRETARIAL AUDITORS AND REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 201 3 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Rathi & Associates Practicing Company Secretaries, to
conduct Secretarial Audit for the Financial Year 2023-24.
The Report of the Secretarial Auditors issued by M/s. Rathi & Associates for the FY 2023-24 forms part of the Annual Report.
Further, the Board of Directors of the Company have approved the appointment of M/s. Rathi & Associates, Company Secretaries as Secretarial Auditors for the Financial Year 2024-25.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors on the recommendation of the Audit Committee have the Company had re-appointed M/s Sanjay Raja Jain & Co., as internal auditors of the Company to conduct internal audit for the financial year 2024-25.
The Company has been receiving the reports on internal controls and systems implemented by the Company at a periodic interval and no lapse have been noticed during the period under review.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12)
During the reporting period, no frauds were reported by Auditors under sub section (12) of section 143 of the Act, and no offence involving fraud was committed against the Company by officers or employees of the Company.
FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS
The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the Company's business, procedures and practices.
Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the Company's business segments are made at the separate meetings of the Independent Directors from time to time.
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct (‘the code') for its directors and employees. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the core values of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company being registered as Non-Banking Finance Company, provisions of Section 186 of Companies Act, 2013, except sub-section (1) is not applicable to the Company. However, the details of Loans, Guarantees and Investments made are 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 its related parties, during the financial year 2023-24, were in ordinary course of business and at arm's length basis. The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report.
Further, the Related Party Transactions undertaken by the Company were in compliance with the provisions set out in the Companies Act, 2013, read with the Rules made there under and relevant provisions of Listing Regulations.
All the transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with Related Party Transactions and Materiality of Related Party Transactions, formulated by the Company. The Policy is also available on the website of the Company viz; https://kjmcfinserv.com/investor-relations/codes-and-policies.
The transactions with related party which as required to be reported in Form AOC- 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this report.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT
There are no material changes and commitments affecting the financial position of the Company occurred between the period from end of the financial year to which these financial statements relate and on the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Disclosure pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts), Rules 2014:
(A) Conservation of Energy
|
(i)
|
The steps taken or impact on conservation of energy
|
Your Company, being a NonBanking Financial Company requires minimal energy consumption and every attempt is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible. Further, the Company believes in conserving the natural resources and take such steps from time to time for optimum utilization of energy.
|
|
(ii)
|
the steps taken by the Company for utilizing alternate sources of energy
|
|
(iii)
|
the capital investment on energy conservation equipments
|
Nil
|
(B) Technology absorption, adaptation, and innovation
Your Company being a Non-banking Finance Company, the provisions related to technologies absorption, adaptation and innovation are not applicable.
(C) Foreign Exchange Earnings and Outgo:
The total Foreign Exchange Earnings was NIL and the Outflow was Rs. 1,171 (Rs. in ‘000') during the year under review.
RISK MANAGEMENT
The Company has implemented a mechanism for risk assessment and management. It assists for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals
and taking appropriate measures. The key categories of risk jotted down while assessment are strategic risks, financial risks, operational risks and such other risk that may potentially affect the working of the Company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.
ANNUAL EVALUATION
The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairperson covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance.
The criteria include evaluation of the Board, its' Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairperson of the Company.
Annual evaluation of performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company was carried out, taking into account the views of Executive Directors and Non-Executive Directors.
The directors expressed satisfaction with the evaluation process.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31,2024, the Board of Directors of the Company comprises of 8 (eight) Directors consisting of a Whole-Time Director and 7 (Seven) Non-Executive Directors, including 1 (one) woman director and 4 (four) Independent Directors. The constitution of the Board of the Company is in accordance with Section 149 of the Act read with Regulation 17 of SEBI Listing Regulations.
On the basis of the written representations received from the Directors, none of the Directors of the Company were disqualified under Section 164 (2) of the Act to hold their respective offices.
In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Shraddha Jain (DIN: 00156306), NonExecutive Director of the Company will retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on report of performance evaluation, has recommended re-appointment of Mrs. Shraddha Jain as Director of the Company liable to retire by rotation. Mrs. Shraddha Jain being eligible has offered herself for re-appointment. A resolution seeking shareholder's approval for her re-appointment along with the required details forms part of the Notice of AGM.
Further, Mr. Behla Tambawala ceased to be the Company Secretary and Compliance Officer (KMP) of the Company w.e.f April 19, 2024 and Ms. Khushbu Bohra, Associate Member of the Institute of Company Secretaries of India was appointed as the Company Secretary and Compliance Officer (KMP) of the Company w.e.f. May 13, 2024.
DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of
independence prescribed under the Act, and the Listing Regulations. The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) of the Act and applicable rules made thereunder.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
No significant or material orders were passed by the Regulators or Courts or Tribunals which can have impact the going concern status and the Company's operations in future.
ADEQUACY OF INTERNAL CONTROL
The Company has in place adequate financial controls commensurate with its size, scale and complexity of its operations. The Company has in place policies and procedures required and efficiently conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records in a timely and reliable manner.
The Company continues to have periodical internal audits conducted of all its functions and activities to ensure that system and processes are followed across all areas. During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls.
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI') and during the year under review, the Company has complied with all the applicable provisions of the standards.
PARTICULARS OF EMPLOYEES
The information required under Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24;
|
Directors
|
Ratio to median remuneration
|
|
Non-Executive Directors*
|
|
Mr. Inderchand Jain
|
21.90 %
|
|
Mr. Anil Sampat
|
20.81 %
|
|
Mr. S.C. Aythora
|
23.00%
|
|
Mr. Nitin Kulkarni
|
30.67%
|
|
Mr. Vijay Joshi
|
21.90 %
|
|
Mrs. Shraddha Jain
|
17.52%
|
|
Mr. Girish Jain
|
19.71%
|
|
Executive Director
|
|
|
Mr. Rajnesh Jain
|
321.33%
|
*Sitting fees paid to all the Non-Executive Directors of the Company.
The median remuneration is calculated based on the salary paid during the financial year to employees on payroll as on March 31,2024.
ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, if any, in the financial year;
|
Name
|
Designation
|
% increase in remuneration in the financial year i.e. 2023-24
|
|
Mr. Inderchand JainA
|
Non-Executive Director & Chairman
|
Not applicable
|
|
Mr. S.C. Aythora*
|
Non-Executive Independent Director
|
Not applicable
|
|
Mr. Nitin Kulkarni*
|
Non-Executive Independent Director
|
Not applicable
|
|
Mr. Anil Sampat*
|
Non-Executive Independent Director
|
Not applicable
|
|
Mr. Vijay Joshi*
|
Non-Executive Independent Director
|
Not applicable
|
|
Mr. Girish JainA
|
Non-Executive
Director
|
Not applicable
|
|
Mrs. Shraddha JainA
|
Non-Executive
Director
|
Not applicable
|
|
Mr. Rajnesh Jain
|
Whole-Time Director
|
Nil
|
|
Mr. Behla Murtaza Tambawala (Resigned w.e.f April 19, 2024)
|
Company Secretary & Compliance Officer
|
Not Applicable
|
|
Ms. Khushbu Bohra (Appointed w.e.f May 13, 2024)
|
Company Secretary & Compliance Officer
|
Not applicable
|
* entitled for sitting fees
A neither drawn any remuneration nor paid any sitting fees
iii. The percentage increase in the median remuneration of employees in the financial year: there was no increase in the median remuneration of employees.
iv. The number of permanent employees on the rolls of Company as on March 31, 2024: 5 (Five)
v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
There is no increase in Average percentile in salaries of employees other than managerial Personnel.
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, are required to be given.
PREVENTION OF INSIDER TRADING
The Company has adopted “Internal Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons & Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information” (“Code”) as amended from time to time with a view to regulate trading in securities by the Directors, designated persons of the Company including their immediate relatives. The Code requires pre-clearance for dealing in the shares of the Company for consideration more than the threshold limit provided therein and prohibits trading in shares of the Company by the Directors, designated persons including their immediate relatives while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
The Board is responsible for implementation of the Code. All the Board Members and the designated employees have confirmed compliance with the said Code. The Code has been made available on the Company's website at https://kimcfinserv.com/investor-relations/codes-and-policies.
WHISTLE BLOWER/VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees under the mechanism and also provides for direct access by any employee to the Chairperson of the Audit Committee for such matters.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no person was denied access to the Chairperson of the Audit Committee.
During the financial year, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries/associate. The Whistle Blower Policy has been posted on the website of the Company at https://kjmcfinserv.com/investor-relations/codes-and-policies.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Act, read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (‘Rules'), underlying Shares pertaining to dividends remained unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF.
Shareholders /claimants whose shares, unclaimed dividend, have been transferred to the aforesaid IEPF Account or the Fund, as the case may be, may claim the shares 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 IEPF Authority from time to time.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
During the year under review, the Policy on Prevention of Sexual Harassment at work place is not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (“IBC”) DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END OF FINANCIAL YEAR
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year along with their status as at the end of the financial year is not applicable.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not entered into one-time settlement for any loan or credit facilities from any Bank or Financial Institutions been made during the period under review.
MAINTENANCE OF COST RECORDS AND COST AUDIT
During the year under review, provisions of Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 read with Section 148(1) and rule 3 and 4 of the Companies (Cost Records and Audit) Rules, 2014, were not applicable on the Company.
OTHER DISCLOSURES
The Board of Directors confirm that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2023-24:
1. issue of equity shares with differential rights as to dividend, voting or otherwise;
2. Issue of sweat equity shares to its directors or employees;
3. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;
4. revision of financial statements and Board's Report of the Company pertaining to previous financial years, during the year under review.
ACKNOWLEDGEMENT
Your directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the Company and will also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended by our bankers, customers, Government & Non-Government Agencies & various other stakeholders.
Your directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review.
For and on behalf of the Board of Directors For KJMC Financial Services Limited
Inderchand Jain Chairman DIN: 00178901
Place: Mumbai Date: August 10, 2024
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