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JM Financial Ltd Directors Report

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Jul 16, 2024|12:00:00 AM

JM Financial Ltd Share Price directors Report

Dear Members,

The Board of Directors (the "Board") is pleased to present the 39th Annual Report of the Company together with the audited financial statements for the financial year ended March 31, 2024.

Financial Performance and Appropriations

The standalone and consolidated financial statements of the Company are prepared in accordance with the applicable provisions of the Companies Act, 2013 (the "Act") including Indian Accounting Standards (Ind AS) as specified in Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, and amendments thereof. The standalone and consolidated financial highlights of the Company for the financial year ended March 31, 2024, are summarised as follows:

(Rs. in Crore)

Consolidated Standalone

Particulars

FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23*
Gross income 4,832.16 3,343.07 820.41 555.46

Profit before Depreciation, amortisation and impairment expense, finance costs and tax expenses

2,814.78 2,172.99 426.59 313.24
Less: Depreciation, amortisation and impairment expense 53.03 41.87 10.89 10.44
Finance costs 1,561.52 1,178.51 5.50 6.13

Profit before exceptional item and tax

1,200.23 952.61 410.20 296.67
Exceptional item (846.86) - - -

Profit before tax

353.37 952.61 410.20 296.67
Current tax 339.02 243.54 88.00 40.15
Deferred tax (12.77) 0.61 13.63 1.29
Tax adjustments of earlier years (net) (0.40) (0.30) (1.03) (1.22)

Net Profit after tax but before share in profit of associate

27.52 708.76 309.60 256.45
Add: Share in profit of associate 3.23 0.23 - -

Net Profit after tax and share in profit of associate

30.75 708.99 309.60 256.45
Other Comprehensive Income 0.43 10.58 (1.21) (0.13)

Total Comprehensive Income

31.18 719.57 308.39 256.32

Net Profit Attributable to

Owners of the Company 409.84 597.29 - -
Non-Controlling Interests (379.09) 111.70 - -

Total Comprehensive Income Attributable to

Owners of the Company 410.58 607.91 - -
Non-Controlling Interests (379.40) 111.66 - -

The following appropriations have been made from the available profits of the Company for the financial year ended March 31, 2024.

(Rs. in Crore)

Consolidated Standalone

Particulars

FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23*

Net Profit

409.84 597.29 309.60 256.45
Add: Other Comprehensive Income (2.26) (0.37) (1.21) (0.13)
Add: Balance profit brought forward from previous year 4,138.02 3,897.87 1,464.77 1,404.13
Add: Transfer from Stock options outstanding reserve 0.04 - - -

Profit available for appropriations

4,545.64 4,494.79 1,773.16 1,660.45

Less: Appropriations

Final Dividend pertaining to the previous year paid during the year 85.93 109.75 85.93 109.75
Interim Dividend paid during the year - 85.93 - 85.93

(Rs. in Crore)

Consolidated Standalone

Particulars

FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23*
Transfer to Statutory reserve – I 95.44 136.15 - -
Transfer to Statutory reserve – II 7.96 5.85 - -
Transfer to Impairment reserve 116.54 19.09 - -
Transfer to Debenture redemption reserve 5.04 - - -

Surplus carried to balance sheet

4,234.73 4,138.02 1,687.23 1,464.77

*During the year ended March 31, 2024, the Company has received the National Company Law Tribunal (the "NCLT") order approving the Scheme of Arrangement (the "Scheme"). Pursuant to the said order, Private Wealth and Portfolio Management Services (PMS) divisions have been demerged from JM Financial Services Limited, a wholly owned subsidiary and have become part of the Company. Consequent to the above, the standalone financial statements for the year ended March 31, 2023 have been restated to give impact of the Scheme.

For the detailed analysis on financial and business performance of the Company, please refer to Management Discussion and Analysis Report forming part of this Report

Key highlights of Consolidated Financial Performance

The consolidated gross income of the Company stood at Rs. 4,832.16 Crore as against Rs. 3,343.07 Crore in the previous year, registering an increase of 45%. The Profit before and after tax stood at Rs. 353.37 Crore and Rs. 409.84 Crore respectively as against Rs. 952.61 Crore and Rs. 597.29 Crore in the previous year. The profit in the current year declined by 31% to Rs. 409.84 Crore from Rs. 597.29 Crore in the previous year primarily due to significant decline in the performance of Alternative and distressed credit segment and Mortgage lending segment during the year.

During the financial year ended March 31, 2024, JM Financial Asset Reconstruction Company Limited (the "JMFARC"), a subsidiary of the Company, has recognized fair value loss and impairment provision aggregating to Rs 846.86 Crore on investments in multiple trusts and loans related to one large account/exposure due to change in resolution strategy/plan and events subsequent to the balance sheet date. Considering the materiality and impact of the fair value loss and impairment provision on the financial performance of JMFARC, the same has been treated as an exceptional item in the consolidated statement of profit and loss of the Company.

The consolidated financials reflect the cumulative performance of the Company together with its various subsidiaries, associate company, partnership firm and association of persons.

Key highlights of Standalone Financial Performance

On a standalone basis, gross income was higher at Rs 820.41 Crore for the year ended March 31, 2024 as against Rs 555.46 Crore in the previous year, registering an increase of 48%. The profit before tax was higher at Rs 410.20 Crore as against Rs 296.67 Crore in the previous year, registering an increase of 38% and the profit after tax was higher at Rs 309.60 Crore as against Rs 256.45 Crore in the previous year, registering an increase of 21%. The profit in the current year increased primarily on account of increase in the fee income from Rs 259.97 Crore in the previous year to Rs 508.24 Crore in the current year due to rise in deal closures in investment banking segment. The same was off-set by decline in dividend income during the year and impairment provision on investment in the equity shares of JMFARC amounting to Rs 88.38 Crore.

The standalone and consolidated financial statements, together with the relevant documents and audited financial statements for each of its subsidiaries, pursuant to Section 136 of the Act, are available on the website of the Company at https://jmfl.com/investor-relation/financial-results.html.

General Reserve

The Company has not proposed to transfer any amount to the general reserve for the year ended March 31, 2024.

Scheme of Arrangement

During the year, the Company received the NCLT order approving the Scheme on April 20, 2023 with the appointed date being April 1, 2023. Pursuant to the Scheme

(i) JM Financial Capital Limited has ceased to be a step-down subsidiary of the Company consequent upon its merger with JM Financial Services Limited,

(ii) JM Financial Institutional Securities Limited has become a direct wholly owned subsidiary of the Company and

(iii) the Private Wealth and PMS divisions have become part of the Company and are classified under the Investment Bank segment from the Asset management, Wealth management and Securities business (Platform AWS) segment.

Further, the Company has obtained necessary licenses/ registration for operations of Private Wealth and PMS businesses.

Dividend

The Board at its meeting held on May 24, 2024, recommended a dividend of Rs 2 per equity share of the face value of Rs 1/- each (200% of the face value) for the financial year 2023-24. The payment of dividend is subject to the approval of members at the ensuing Annual General Meeting (the "AGM") of the Company.

The dividend, if approved at the 39th AGM, will be paid to those members whose names appear in the register of members/ statement of beneficial ownership as at the close of business hours on Friday, June 7, 2024, after deduction of tax at source, as applicable.

The total dividend pay-out will be Rs 191.12 Crore, as compared to pay-out of Rs 171.86 Crore in the previous financial year, resulting in the payout ratio of 46.63% to the consolidated net profit of the year which is in accordance with the Dividend Distribution Policy of the Company. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), the Dividend Distribution Policy of the Company is available on the website of the Company at https://jmfl.com/investor-relations/Policy_for_ Dividend_Distribution.pdf.

Share Capital

During the year under review, the Company issued and allotted 7,88,948 equity shares to its eligible employees under the Companys Employees Stock Option Scheme – Series 9 to Series 14 and Series 16. As a result, the issued, subscribed and paid-up equity share capital of the Company increased from Rs 95,48,03,803 (comprising 95,48,03,803 equity shares of the face value of Rs 1/- each) to Rs 95,55,92,751 (comprising 95,55,92,751 equity shares of the face value of Rs 1/- each). The equity shares issued under the Employees Stock Option Scheme ranks pari-passu with the existing equity shares of the Company.

Employees Stock Option Scheme

During the year under review, the Nomination and Remuneration Committee (the "NRC") has granted 2,19,999 stock options to the eligible employees of the Company and its subsidiaries under the Companys Employees Stock Option Scheme (the "ESOS") under Series 17 and 18.

The ESOS is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (the "SEBI SBEB Regulations") and SEBI Circulars, issued from time to time, in this regard. A certificate from the Secretarial Auditors of the Company confirming that the Scheme has been implemented in accordance with SEBI SBEB Regulations, would be placed at the ensuing AGM for inspection by the members through electronic means.

The disclosure of the ESOS, in compliance with applicable SEBI SBEB Regulations, is set out in Annexure A and also uploaded on the Companys website at https://jmfl.com/ annual-report. Additionally, the relevant disclosures in terms of Ind AS 102 relating to share based payment, forms part of note 31 of the notes to the standalone financial statements and note 44 of the notes to the consolidated financial statements of the Company.

The NRC, at its meeting held on May 10, 2024, has granted an aggregate of 12,90,000 stock options to the eligible employees of Company and its subsidiary as per the ESOS under Series 19.

Subsidiaries, Associate, Partnership Firm and Association of Persons

The Company has 14 subsidiaries (including step down subsidiaries), one associate company, a partnership firm and an association of persons as below.

Subsidiary Companies (including step down subsidiaries)

1. JM Financial Institutional Securities Limited

2. JM Financial Services Limited

3. JM Financial Commtrade Limited

4. JM Financial Overseas Holdings Private Limited (Mauritius)

5. JM Financial Singapore Pte. Ltd. (Singapore)

6. JM Financial Securities, Inc. (United States of America)

7. Infinite India Investment Management Limited

8. JM Financial Properties and Holdings Limited

9. CR Retail Malls (India) Limited

10. JM Financial Products Limited

11. JM Financial Credit Solutions Limited

12. JM Financial Home Loans Limited

13. JM Financial Asset Reconstruction Company Limited

14. JM Financial Asset Management Limited

Associate

JM Financial Trustee Company Private Limited

Partnership Firm

Astute Investments

Association of Persons

ARB Maestro

During the year, JM Financial Capital Limited ceased to be a step-down subsidiary of the Company consequent upon its merger with JM Financial Services Limited and JM Financial Institutional Securities Limited has become a direct wholly owned subsidiary of the Company, pursuant to the Scheme as sanctioned by the NCLT.

A report on the performance and financial position of each of the subsidiaries and associate company is included in the consolidated financial statements and a statement containing the salient features of the financial statements of the subsidiaries and associate of the Company is provided in Form AOC-1 which forms part of this Annual Report.

The policy for determining material subsidiary is available on the website of the Company at https://jmfl.com/investor-relations/Policy_on_Material_Subsidiaries.pdf.

Awards and Recognition

Global HR Excellence Award February 2024

JM Financial Home Loans Limited awarded for Housing Finance Company of the Year (Medium and Small).

Golden Peacock Award December 2023

JM Financial Limited received the award for Corporate Social Responsibility under the Financial Services sector in the national category.

NSE Award November 2023

JM Financial Services Limited - Recognized as a leading active participant.

BSE Award November 2023

JM Financial Services Limited - Top 5 performer in Primary Market Segment (Equity - Members) FY 2022-23

Mahatma Award 2023

JM Financial Foundation - the CSR arm of the JM Financial Group has received the
September 2023 Mahatma Award 2023 for CSR Excellence and the Mahatma Award - Best Social Impact Team in driving Social Responsibility, Social Good and Impact 2023.

 

Certifications

Great Place to Work- - Certified™

J M Financial Limited (Institutional Businesses)

- (February 2024 - - February 2025)

JM Financial Limited (Private Wealth)

JM Financial Services

- JM Financial Services (BlinkX)
- JM Financial Home Loans Limited
- JM Financial Products Limited (Dwello)
- JM Financial Asset Management Limited

Directors and Key Managerial Personnel

As on March 31, 2024, the Board of the Company comprises nine (9) Directors viz., one (1) executive director, two (2) non-executive directors and six (6) independent directors including two (2) women independent directors.

In accordance with the applicable provisions of Section 152 of the Act, Mr. Adi Patel (DIN: 02307863), an executive director of the Company, being longest in office since his last appointment, retires by rotation at the forthcoming AGM of the Company. Being eligible, Mr. Patel has offered himself for reappointment as a director.

A resolution seeking his re-appointment along with the brief particulars as required under the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations forms part of the Notice convening the 39th AGM of the Company.

During the year, Mr. Atul Mehra, Joint Managing Director and Key Managerial Personnel had tendered the resignation vide his letter dated January 19, 2024, and ceased to hold his office as such effective from close of business hours of March 28, 2024.

Consequently, he also ceased to be the member of various committees constituted by the Board. The Board placed on record its appreciation for the contribution made by Mr. Mehra during his tenure with the Company.

Consequent to the resignation of Mr. Atul Mehra and basis the authority delegated by the Members to the Board of Directors vide its resolution dated December 16, 2021, the Board vide its resolution dated March 30, 2024 designated Mr. Adi Patel as Managing Director effective April 1, 2024 and also assigned additional responsibilities of Capital Markets, as earlier handled by Mr. Mehra.

None of the Directors is disqualified from being appointed as ‘Director, pursuant to Section 164 of the Act or under any other applicable laws. The Company has obtained a certificate from MMJB & Associates LLP, Company Secretaries, that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India (the "SEBI")/Ministry of Corporate Affairs (the "MCA") or any such statutory authorities as on March 31, 2024. A copy of the said certificate is forming part of Corporate Governance Report, which forms part of this Report.

Key Managerial Personnel

Ms. Dimple Mehta (Membership No. F12560) was appointed as the Company Secretary and Compliance Officer of the Company with effect from April 1, 2023 and the Key Managerial Personnel (the "KMP") within the meaning of Section 203 of the Act.

Mr. Nishit Shah was appointed as the Chief Financial Officer (the "CFO") and KMP of the Company with effect from October 1, 2023 under Section 203 of the Act in place of Mr. Manish Sheth. Mr. Sheth continues to act as the Managing Director and CEO of JM Financial Home Loans Limited, a subsidiary of the Company. The Board at its meeting held on August 3, 2023, placed on record the deep sense of appreciation and gratitude to Mr. Manish Sheth for his immense contribution to the Company as the Group CFO. The Board also acknowledged his outstanding performance during his stint which helped the Company to grow and prosper and wished him good luck for his future endeavours in home loans business.

Mr. Atul Mehra ceased to be the Joint Managing Director and a KMP of the Company with effect from close of business hours of March 28, 2024.

Ms. Dimple Mehta, Company Secretary and Compliance Officer and KMP of the Company has tendered her resignation on March 28, 2024 and shall continue to hold the office as such till the close of business hours of June 28, 2024. The Board at its meeting held on May 24, 2024 took note of the same and placed on record its sincere appreciation for the services rendered by her. Further, the Board, on the recommendation of the Nomination and Remuneration Committee, has approved the appointment of Mr. Hemant Pandya (Membership No. F8310) as the Company Secretary and Compliance Officer of the Company with effect from July 1, 2024. Mr. Pandya shall also be the KMP of the Company within the meaning of Section 203 of the Companies Act, 2013 effective from July 1, 2024.

Declaration by the Independent Directors

Pursuant to the provisions of Section 149 of the Act and SEBI Listing Regulations, the independent directors of the Company, have submitted the requisite declaration confirming that each of them meets the criteria of independence as prescribed under the Act read with rules made thereunder and SEBI Listing Regulations and that they continue to comply with the Code of Conduct laid down under Schedule IV of the Act. In terms of Regulation 25(8) of SEBI Listing Regulations, they have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties independently. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the independent directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

Accordingly, based on the said declarations and after reviewing and verifying its veracity, the Board is of the opinion that the independent directors are persons of integrity, possess relevant expertise, experience, proficiency, fulfil the conditions of independence specified in the Act and SEBI

Listing Regulations and are independent of the management of the Company.

There has been no change in the circumstances affecting their status as independent directors of the Company. During the financial year 2023-24, the independent directors had no pecuniary relationships or transactions with the Company, except as disclosed in the Corporate Governance Report which forms part of this Report.

The Company has adopted the Code of Conduct for its directors and senior management personnel (the "Code of Conduct") in accordance with applicable provisions of the Act and SEBI Listing Regulations. On an annual basis, all the Board Members and senior management personnel of the Company have affirmed compliance with the Code of Conduct.

Board Meetings

Seven (7) Board meetings were held during the year under review. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and SEBI Listing Regulations. For further details, including the number of meetings held during the year and attendance of the Directors thereat, please refer to the Corporate Governance Report, which forms part of this Report.

Board Committees

In compliance with the statutory requirements, the Board has following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Corporate Social Responsibility Committee;

4. Stakeholders Relationship Committee;

5. Risk Management and Environmental Social and Governance Committee; and

6. Allotment Committee

During the year, the Board had changed the nomenclature of the Risk Management Committee to Risk Management and Environmental Social and Governance Committee with effect from February 12, 2024. Accordingly, the terms of reference was amended to include matters relating to ESG.

Further, detailed note on composition of the Board and its Committees, including its terms of reference, meetings held and attendance of members, are provided in the Corporate Governance Report. The composition and terms of reference of all the Committees of the Board of the Company is in line with the applicable provisions of the Act and SEBI Listing Regulations.

Policies on Appointment of Directors and their Remuneration

The Company recognize and values the importance of a diverse culture on its Board. It believes that diverse Board will enhance the quality of the decisions by leveraging different skills, qualifications, professional experience and gender. The Company has an eminent, high-performing and diverse board comprising 22% Women Directors. In terms of the applicable provisions of Section 178(3) of the Act and Regulation 19(4) of SEBI Listing Regulations, the Company has adopted the policies on ‘Selection and Appointment of Directors and ‘Performance Evaluation and Remuneration of the Directors. Both these policies are available on the website of the Company at https://jmfl.com/investor-relations/ Policy_on_Selection_and_Appointment_of_Directors.pdf and https://jmfl.com/investor-relations/Policy_on_Performance_ Evaluation_and_Remuneration_of_the_Directors.pdf.

The salient features of the policy on Performance Evaluation and Remuneration of the Directors along with the details of remuneration and other matters have been disclosed at length in the Corporate Governance Report, which forms part of this Report.

Evaluation of Board of Directors

The annual evaluation process of the Board of Directors, individual Directors and Board committees was conducted in accordance with the provisions of the Act and SEBI Listing Regulations. The structured questionnaires on evaluation of performance of Board and its Committees, were framed in accordance with the Policy on performance evaluation and remuneration of the Directors. The evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and its Committees, experience and competencies, performance of specific duties, obligations, governance issues, attendance and contribution of individual directors and exercise of independent judgement.

The questionnaires were circulated online through the secured application. Thereafter, the summary findings/recommendation received from the directors was discussed and reviewed by the NRC and the Board at their respective meetings.

The independent directors of the Company met separately at their meeting held on March 28, 2024, without the attendance of non-independent directors and members of the management and reviewed the performance of non-independent directors, chairman and various committees of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management and the Board. They also discussed about the progress on recommendations made last year. The independent directors expressed their satisfaction regarding the overall functioning of the Board and its Committees for the financial year 2023-24.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors Responsibility Statement, the directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure has been made in following the same;

b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls to be followed by the Company had been laid down and such internal financial controls are adequate and operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statutory Auditors

B S R & Co. LLP, Chartered Accountants (Firm registration no. 101248W/W-100022) (the "BSR"), Statutory Auditors of the Company, have conducted the statutory audit for the financial year 2023-24. BSR have submitted their resignation as the Statutory Auditors of the Company to hold office upto the conclusion of 39th AGM.

Based on the recommendation made by the Audit Committee, the Board has approved the appointment of KKC & Associates LLP, Chartered Accountants, (Firm registration no. 105146W/ W-100621) (the "KKC") as the Statutory Auditors of the Company, from the conclusion of the 39th AGM until the conclusion of the 44th AGM, subject to the approval of the members of the Company at the ensuing AGM. KKC have given a confirmation to the effect that they are eligible to be appointed and not disqualified for acting as the Statutory Auditors. The necessary resolution seeking the members approval for the appointment of KKC, as the Statutory Auditors is included in the Notice convening the 39th AGM of the Company.

Auditors Report

The Auditors Report both on standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024 forms part of the Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. During the year under review, the Auditors have not reported any incidents of fraud to the Audit Committee under Section 143(12) of the Act. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation and comments.

Secretarial Audit

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board based on the recommendation of the Audit Committee had appointed Makarand M. Joshi & Co., Company Secretary (the "MMJC") as the Secretarial Auditor of the Company to conduct audit of the secretarial records for the financial year ended March 31, 2024. The secretarial audit report is annexed as Annexure B and forms part of this Report. The Secretarial Auditors have not reported any fraud under Section 143(12) of the Act.

Pursuant to Regulation 24A of SEBI Listing Regulations, the Annual Secretarial Compliance Report of the Company to be issued by MMJB & Associates LLP, will be submitted to the stock exchanges within the statutory timelines.

Secretarial Standards

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the MCA.

Internal Auditors

The Board based on the recommendation of Audit Committee, had appointed CNK & Associates LLP., Chartered Accountants, as the Internal Auditors of the Company for the financial year 2023-24 in accordance with the provisions of the Act.

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Act, the Board has constituted the Corporate Social Responsibility Committee (the "CSR Committee"). The brief terms of reference, particulars of meetings held and attendance thereat, are mentioned in the Corporate Governance Report forming part of this Report.

During the financial year 2023-24, the Company has spent Rs 3.69 Crore towards its CSR activities on the projects named as Centre for Financial Research (CFR) Indian Institute of Management, Udaipur (IIMU) and Shri Vardhman Nidan Seva. The aforesaid CSR Projects of the Company were in accordance with the activities specified under Schedule VII to the Act and a brief overview on the same is available on the website at https://jmfl.com/giving-csr/projects.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure C and forms an integral part of this Report. The CSR policy outlines the activities that can be undertaken or supported by the Company within the applicable provisions of the Act and alignment of such activities as per the sustainable development goals principles. Apart from the composition requirements of the CSR Committee, the CSR policy, inter alia, lays down the criteria for selection of projects and areas, annual allocation, modalities of execution/implementation of activities, monitoring mechanism of CSR activities/projects including the formulation of annual action plan. The CSR policy of the Company is available on the website of the Company at https://jmfl.com/investor-relations/CSR_Policy.pdf.

Further, the Chief Financial Officer of the Company has certified that the funds disbursed basis the annual action plan for the financial year 2023-24 have been utilised for the purpose and in the manner as approved by the Board.

Risk Management

Risk management is an integral part to the Companys strategy for achieving the long-term goals. The Company and its subsidiaries are exposed to various internal and external risks including liquidity risk, interest rate risk, market risk, credit risk, technology risk, operational risk, regulatory and compliance risk, reputational risk, business continuity risk, risk emanating from cyber security, legal risk, competition risk, among others. Apart from the processes followed, the Company also has a risk management policy in place to identify, assess, evaluate, manage and mitigate the risks that are encountered during the conduct of business activities, which may pose significant loss or threat to the Company.

The Risk Management and Environmental Social and Governance Committee (the "RM and ESG Committee") of the Board has been entrusted with the responsibility of reviewing the risk management process in the Company apart from monitoring activities relating to ESG. The RM & ESG Committee also reviews the cyber security function, assess various risks and ensures that the risks are brought within acceptable limits. The Audit Committee has an additional oversight in the area of financial risks and controls.

During the year, focus areas of RM & ESG Committee included review of risks and mitigations action/measures related to cyber security, data privacy and business continuity plan. Details about development and implementation of risk management policy have been covered at length in the Management Discussion and Analysis Report which forms part of this Report.

Internal financial control systems and its adequacy

The Company has in place adequate and effective internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations.

The Board has adopted accounting policies which are in accordance with Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors. It provides reasonable assurance in respect of financial and operational information, compliance with applicable statutes safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and also ensuring compliance with the Companys policies.

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Statutory Auditors and the Internal Auditors of the Company also provide their confirmation that the internal financial controls framework is operating effectively.

The Company on a regular basis tracks all amendments to Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. During the year, no material or serious observations have been highlighted for inefficiency or inadequacy of such controls. The details of adequacy of internal financial controls are given at length in the Management Discussion and Analysis Report which forms part of this Report.

Deposits

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of financial year 2023-24 or the previous financial year. The Company has not accepted any deposits from public falling within the ambit of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2023-24.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Change in nature of business

During the year under review, Private Wealth and PMS divisions have become part of the Company pursuant to the Scheme which was approved by the NCLT on April 20, 2023, with the appointed date as April 1, 2023.

Other than the above, there has been no change in the nature of business of the Company.

Significant and material orders

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations, during the financial year 2023-24. Having said that, SEBI has issued an Interim Ex Parte Order on March 7, 2024 barring the Company from taking any new mandate for acting as a lead manager for any public issue of debt securities. SEBI has further stated that the Company can continue to act as a lead manager for public issue of debt securities with respect to the existing mandates for a period of 60 days from the date of the said Order.

Report on Corporate Governance

JM Financials philosophy of Corporate Governance is built on a foundation of ethical business practices, transparency and trust in dealing with all stakeholders.

A Report on Corporate Governance for the financial year 2023-24 along with a Certificate from the Secretarial Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations forms part of this Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the period under review, as stipulated under Regulation 34 of the SEBI Listing Regulations is presented in a separate section, forming part of this Report.

Business Responsibility and Sustainability Report ("BRSR")

In compliance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Company has included BRSR, which forms part of this Report describing initiatives taken by the Company from an environmental, social and governance perspective.

Particulars of employees and related information

The ratio of remuneration of each Director to the median employees remuneration as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (the "Rules") as amended, is disclosed in Annexure D, appended to this report.

In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the said Rules. Any member desirous of obtaining such information may write to the Company Secretary at ecommunication@jmfl. com and the same will be furnished on such request.

Particulars of loans, guarantees or investments

Details of the loans, guarantees and investments, as required under Section 186 of the Act and Schedule V of SEBI Listing Regulations, are given in note 37 of notes to the standalone financial statements of the Company.

Credit rating

Details of the credit ratings obtained by the Company is mentioned in the General Shareholders Information which forms part of Corporate Governance Report.

Investor Education and Protection Fund (IEPF)

Details of unclaimed dividends and equity shares which are transferred to the IEPF and IEPF Authority are mentioned in the General Shareholders Information which forms a part of the Corporate Governance Report.

The Company Secretary and Compliance Officer of the Company is designated as the Nodal Officer under the provisions of IEPF. The contact details can be accessed on the website of the Company at www.jmfl.com.

Particulars of contracts or arrangements with related parties

The Company in accordance with the SEBI Listing Regulations, has adopted a ‘Policy on Dealing with Related Party Transactions and the said policy is uploaded on the website of the Company at https://jmfl.com/investor-relations/Policy_ on_Dealing_with_Related_Party_Transactions.pdf. The Audit Committee reviews this policy periodically.

All the related party transactions were placed before the Audit Committee for its review on a quarterly basis. An omnibus approval of the Audit Committee had been obtained for the related party transactions which were repetitive in nature. Further, as per applicable provisions of the SEBI Listing Regulations, necessary approvals of the members of the Company were also sought for the material related party transactions proposed to be entered with the related parties. Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act, as prescribed in Form AOC-2. The related party transactions as required under Ind AS – 24 are reported in note 37 of notes to the standalone financial statements and note 41 of notes to the consolidated financial statements of the Company.

The Company in terms of Regulation 23 of the SEBI Listing Regulations, submits the disclosure of related party transactions on a consolidated basis to the stock exchanges within the stipulated time. The said disclosures are available on the website of the Company at https://jmfl.com/investor-relation/Disclosures-of-related-party-transactions.html

Annual Return

Pursuant to Section 134(3)(a) and 92(3) of the Act, the Annual Return of the Company for the financial year 2023-24 has been placed on the Companys website at https://jmfl.com/investor-relation/agm-egm.html

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The operations of the Company are not energy intensive nor does they require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the Company. The Company has, however, implemented various energy conservation measures across all its functions which are highlighted in the BRSR forming part of this Report. Further, the Board at its meeting held on February 12, 2024 had expanded the scope of Risk Management and Environmental Social and Governance Committee which shall also discharge its oversight responsibility on matters related to ESG initiatives, priorities and leading ESG practices.

During the financial year 2023-24, the total foreign exchange earned by the Company was Rs 1.03 Crore and the total foreign exchange outgo was Rs 1.36 Crore.

The details of the transactions in foreign exchange are provided in notes 40 and 41 of notes to the standalone financial statements.

Vigil Mechanism/Whistle Blower Policy

The Company had adopted ‘Whistle Blower Policy for directors, employees or any other person who avails the mechanism framed under this policy to report concerns about unethical behaviour. The policy provides a mechanism, which ensures adequate safeguards to such employees and directors from any victimisation on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. It also provides direct access to the chairman of the Audit Committee.

Details of vigil mechanism/whistle blower are included in the Corporate Governance Report, forming part of this Report. The policy is available on the website of the Company at https://jmfl.com/investor-relations/Whistle_Blower_Policy.pdf.

In addition to above, during the year, the Company also obtained annual affirmation from its employees stating that they have read and understood the policy of the Company. During the financial year 2023-24, no complaints under this mechanism have been reported.

Maintenance of cost records

The maintenance of cost records as specified under Section 148 of the Act is not applicable to the Company.

Policy for prevention, prohibition and redressal of sexual harassment of women at workplace

The Company has zero tolerance for sexual harassment at the workplace and has a policy in place and constituted Internal Complaints Committee to deal with complaints relating to sexual harassment at workplace in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The policy has been widely communicated internally and is placed on the Companys intranet portal. A quarterly report on the complaints, if any, is placed before the Board for its review. To ensure that all the employees are sensitized regarding issues of sexual harassment, the Company conducts an online POSH Training through the internal e-learning platform and knowledge community sessions.

During the financial year 2023-24, no complaints were received from any of the employees of the Company, under this policy.

Certificate from the Managing Director and Chief Financial Officer

The certificate received from Mr. Adi Patel, the Managing Director and Mr. Nishit Shah, the Chief Financial Officer with respect to the financial statements and other matters as required under Part B of Schedule II to the SEBI Listing Regulations forms part of the Corporate Governance Report, which forms part of this Report.

Other Disclosures

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

The Company has not issued any sweat equity shares during the year.

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

Acknowledgements

The Board of Directors take this opportunity to place on record its sincere thanks to SEBI, RBI, MCA, National Housing Bank, Real Estate Regulatory Authority, Stock Exchanges including Commodity Exchanges, customers, vendors, investors, banks, financial institutions, business associates, shareholders and all other stake holders for their continued co-operation and support. The Directors also recognise the support and co-operation extended by the Government of India, State Governments, Overseas Regulatory Authorities and their agencies.

The Board of Directors wish to place on record their appreciation and deep gratitude to employees at all levels for their exemplary dedication and commitment.

For and on behalf of the Board of Directors

Nimesh Kampani

Place: Mumbai Chairman
Date: May 24, 2024 DIN: 00009071

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