jmj fintech ltd share price Directors report

Dear Shareholders,

Your directors” have pleasure in presenting the 40th Annual Report on the business and operations of your company along with the Audited Financial Statements for the year ended 31st March 2023. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March, 2023.

Particulars	2022 - 23	2021 - 22
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from operations	380.925	63.50
Other Income	1.369	0.00
Total Income	382.294	63.50
Total Expenses	283.928	58.65
Profit/ (Loss) before tax	98.366	4.85
Exceptional Item	0.00	0.00
Tax Expenses:
Current Tax	0.00	0.00
Deferred tax	0.642	0.00
Profit / (Loss) carried to Balance sheet	83.111	4.85

BUSINESS PERFORMANCE:

The Company during the year has achieved a turnover of Rs. 380.925 Lakhs as compared to a turnover of Rs. 63.50 Lakhs in the previous year. The Company has incurred net profit of Rs. 83.111 Lakhs as compared to the profit of Rs. 4.85 Lakhs in the previous year. Your directors are continuously taking all the efforts to improve the existing business.

SHARE CAPITAL:

The Paid-up Equity Share Capital as on March 31, 2023 was Rs. 12,40,00,000/- No additions and alterations to the capital were made during the financial year 2022-2023.

DIVIDEND:

The Board of Directors wish to conserve the profit for future development and expansion and hence have not recommended any dividend for the financial year 2022-23.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There has been no loan and guarantees given or made by the Company under Section 186 of the Act, 2013 during the financial year 2022-23. The details of loans given by the company are mentioned in Note number 4

TRANSFER OF PROFITS TO RESERVES:

Board decided to retain the profit of Rs. 83.11 lakhs in the Retained earnings.

SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company does not have any subsidiaries, associates and joint venture companies.

DIRECTORS RESPONSIBILITIES STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Act, the Directors hereby confirm:

• That in the Preparation of Final Accounts, the applicable Accounting Standards has been followed along with proper explanation relating to material departures;
• That they had selected such Accounting Policies and applied them consistently and made judgments and estimates that 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 or loss of the Company for that period.
• That they had taken proper and sufficient care for the maintenance of adequacy Accounting Records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;
• That they had prepared the Annual Accounts on a Going Concern basis.
• That they laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and
• That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition

The Board of the Company as on March 31, 2023 consists of 2 executive directors, 4 Independent Directors and 2 KMPs including a Company Secretary and a Chief Financial officer.

During the financial year under review, the following changes occurred in the Board of Directors and Key Managerial Personnel of the Company: -

• Resignation of Disola Jose Koodaly from the post of Executive Director of the company with effect from 09.05.2022
• Resignation of Mr. Sajeeth Mohammed Salim from the post of Executive Director of the Company with effect from 20th August 2022.
• Change in designation of Mr. Johny Madathumpady Lonappan from Non-executive Director to Executive Chairman with effect from its Annual General Meeting held on 19th September 2022.
• Resignation of Mr. Disola Jose Koodaly from the post of Company Secretary and Compliance officer of the Company with effect from 30% September 2022 vide circular resolution dated 02rd September 2022
• Resignation of Mrs. Vidya Damodaran from the post of Chief Financial officer of the Company with effect from 30th September 2022 approved at the Board meeting held on 06 October 2022. e Appointment of Mrs. Vidya Damodaran as Company Secretary , Compliance officer and KMP of the Company with effect from 01st October 2022 approved at the Board meeting held on 06th October 2022.
• Appointment of CA Ema K Pulimood as the Chief Financial Officer of the Company w.e.f 15th March 2023.

Events occurred after the end of the Financial Year:

- Dismissal of Ema k pulimood from the position of Chief Financial officer w.e.f. 27 July 2023

Directors Re-appointment:

- To appoint a director in place of Mr. Joju Madathumpady Johny (having DIN 02712125) who retires from office by rotation and being eligible offers herself for reappointment.

Meetings of Board of Directors

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

Meeting	No. of Meetings during the Financial Year 2022-23	Date of the Meeting
Board Meeting	10	09.05.2022,	30.05.2022,
		14.06.2022,	10.08.2022,
		20.08.2022,	06.10.2022,
		08.11.2022,	10.12.2022
		07.02.2023 &	15.03.2023
Audit Committee	5	09.05.2022,	30.05.2022,
		10.08.2022, 08.11.2022 &
		07.02.2023
Nomination &	3	09.05.2022, 20.08.2022 &
Remuneration Committee		15.03.2023
Stakeholders Relationship	1	18 Mar 2023
Committee

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance. The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 10% February 2023, without the attendance of Non-Independent Directors and members of Management.

INDEPENDENT DIRECTORS DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year ended 31st March, 2023, which has been relied on by the Company and placed at the Board Meeting.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of this Annual Report.

POLICY ON DIRECTORS” APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under the Companies Act, 2013 are covered under the Boards policy formulated by the Company and is available on the Company website www jmjfintechltd.com

BOARD DIVERSITY:

The Company recognizes that building a Board of diverse and inclusive culture is integral to its success. The Board considers that its diversity, including gender diversity, is a vital asset to the business. The Board has adopted a Board diversity policy which sets out the approach to diversity of the Board of Directors.

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www .jmjfintechltd.com In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes, and independence of a director. and is available in the company website www.jmjfintechltd.com The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

2. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.

3. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

4. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

5. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

6. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chie Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

7. The Non-Executive/ Independent Director is not paid remuneration by way of fees for attending meetings of the Board or Committee thereof.

8. Commission to Non-Executive/ Independent Directors If proposed may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2022-23, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys website www.jmijfintechltd.com

INTERNAL CONTROL AND ITS ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively. The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors report, key issues and areas of improvement, significant processes and accounting policies.

COMPOSITION OF COMMITTEES OF THE BOARD

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

AUDIT COMMITTEE

Mr. Sivadas Chettoor	Chairman
Mr. Ramakrishnan Areekuzhiyil	Member
Ms. Julie George Varghese	Member

NOMINATION AND REMUNERATION COMMITTEE

Mr. Ramakrishnan Areekuzhiyil	Chairman
Ms. Julie George Varghese	Member
Mr. Johny Madathumpady Lonappan	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

Ms. Julie George Varghese	Chairman
Mr. Ramakrishnan Areekuzhiyil	Member
Mr. Sajeeth Mohammed Salim	Member
(Resigned w.e.f. 20.08.2022)
Mr. Joju Madathumpady Johny	Member
(Appointed w.e.f. 20-08-2022)
Mr. Pradeep Kumar	Member
(Appointed w.e.f. 07-02-2023)

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company. The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

Auditors:

STATUTORY AUDITORS:

M/s. Mahesh C Solanki & Co., re-appointed as the Statutory Auditors of the company at the 39th Annual General Meeting held on 19th September 2022 for a period of five consecutive years i.e., till the conclusion of 44th AGM.

COMMENT ON STATUTORY AUDITORS REPORT:

There are no qualifications, reservations, remarks or disclaimers made by M/s. Mahesh C Solanki & Co., Statutory Auditor in their audit report

COST AUDITOR:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under the purview of Cost Audit.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries (CP No. 1087, FCS: 3534) was appointed to conduct secretarial audit for the financial year 2022-2023.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this report as Annexure - I.

QUALIFICATION OF SECRETARIAL AUDIT REPORT:

There are no material qualifications in the Secretarial Audit Report.

INTERNAL AUDITORS:

M/s TAS & CO, Chartered Accountants, are the Independent Internal Auditors of the Company. The Audit Committee determines the scope of internal Audit line with regulatory and business requirements. The company has appointed M/s TAS & Co, Chartered Accountants LLP as the internal auditor for the financial year 2022-23 & 2023-24

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143 of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

RISK MANAGEMENT POLICY:

The risk management is overseen by the Audit Committee of the Company on a continuous basis. Major risks, if any, identified by the by the business and functions are systematically addressed through mitigating action on a continuous basis. The risk management policy is available in the Company website www.jmjfintechltd.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES:

During the financial year 2022-23, the Company had not entered into any material transactions with related parties under Section 188 of the Companies Act, 2013. However, the Policy on Related Party Transaction is available on the Companys website www.jmjfintechltd.com

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company is not having profits more than Rs 5 Crores in year 2021-22 or net worth more than Rs 500 Crores or turnover of more than Rs. 1000 Crores in the previous financial year and therefore

Constituting of a CSR Committee and its Compliance in accordance with the provisions of Section 135 of the Companies Act, does not arise.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companys website and can be accessed - www.jmjfintechltd.com

DISCLOSURES OF SHARES HELD BY PROMOTERS IN DEMAT FORM

The promoters of the Company hold share hundred percent in demat form.

PARTICULARS OF EMPLOYEES:

The information is required under Section 197 (12) of Companies Act, 2013 read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, forms part of this report as Annexure-11

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors” Certificate thereon, and the Management Discussion and Analysis Report are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:

Training on all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company.

• Code of Conduct for Directors and Senior Management
• Whistle Blower Policy/ Vigil Mechanism
• Policy of Directors” Appointment and Remuneration
• Policy for determining materiality of events
• Policy on documents preservation of Documents
• Terms of appointment of Independent Directors
• Nomination and Remuneration Committee
• Policy on related party transactions
• Policy on Sexual Harassment of woman at work place (Prevention, prohibition and redressal) Act, 2013.

POLICY ON INSIDER TRADING:

On December 31, 2018, the Securities and Exchange Board of India amended the Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements with effect from 1st April 2019. In line with the amendments, your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website www.jmjfintechltd.com

INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (“ICC”) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.jmjfintechltd.com

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

Internal Complaint Committee Members:

1. Ms. Julie George Varghese

2. Mrs. Vidya Damodaran

The Committee met once in the financial year 2022-23. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your directors state that during the financial year 2022-23, there were no cases filed pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act, 2013.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

. - Energy Conservation: Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, is not applicable.

- Foreign Exchange Earnings and Outgo: The Company has not earned or spent any foreign exchange during the year under review.

- Research and Development & Technology Absorption: The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year, there were no such instances of significant and material orders passed by the regulators, courts or tribunals except the NCLT order received for shifting of registered office from ROC- Chennai to ROC - Coimbatore

MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY:

There are no Material change and events during the financial year except the following:

- Shifting of registered office of the company with effect from 09% May 2022 within the Local Limits of the City.

- Change of name of the company from “MEENAKSHI ENTERPRISES LIMITED” to “TMJ FINTECH LIMITED” vide Postal Ballot dated 14th June 2022.

- Shifting of registered office of the Company with effect from 13th September 2022 within the Local limits of the city.

- Shifting of Registered Office from the jurisdiction of Registrar of Companies, Chennai to the Jurisdiction to Registrar of Companies, Coimbatore within the State of Tamil Nadu vide Postal Ballot dated 10% January 2023.

- Domestic Enquiry Report against Smt Ema K Pulimood, Chief Financial Officer of the Company w.e.f 27th July 2023 subject to which the Company has dismissed her with immediate effect from the post of CFO along with taking into account the charges framed against her.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report is attached as Annexure -I1L

CORPORATE GOVERNANCE REPORT

In accordance with Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 Corporate Governance Report forms part of this Annual Report and attached

Place: Chennai	For and behalf of the Board
Date: 14.08.2023	sd/-
	Johny Madathumpady Lonappan
	Chairman
	DIN: 00017895