KJMC Corporate Advisors (India) Ltd Directors Report.

Dear Members,

We have pleasure in presenting the 22nd Annual Report of the KJMC Corporate Advisors (India) Limited (The Company or KCAL) along with the audited financial statements for the financial year ended March 31, 2020. The consolidated performance of the Company and its subsidiaries has been referred to wherever required

FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2020 is summarized below:

(Rs. in "000")

Standalone

Consolidated

Particulars Year ended March 31, 2020 Year ended March 31, 2019 Year ended March 31, 2020 Year ended March 31, 2019
FINANCIAL RESULTS
Revenue from operations 12396 14,814 39,619 40,800
Other Income 2897 3411 6,747 6,030
Total Revenue 15293 18225 46,366 46,830
Total Expenses 22486 21202 53,054 52,236
Profit before Tax (7193) (2977) (6,688) (5,406)
Less: Provision for Tax
-Current Tax - 86 70 301
- Deferred Tax (211) (141) 277 (1951)
- MAT Credit - (86) (70) (199)
- Prior period taxes - (5) 123 817
Profit/(loss) after tax (6982) (2831) (7,088) (4,374)
Share in Associates profit/(Loss) NA NA (784) (11,257)
Profit/for the year (6982) (2831) (7872) (15631)
APPROPRIATIONS
Profit/(loss) for the year (6982) (2831) (7872) (15631)
Add: Balance brought forward from previous year 33 68 65 109
Amount available for appropriations 68 69 109 113
Less: Appropriations Nil Nil Nil Nil
Special Reserve Nil Nil Nil Nil
General Reserve Nil Nil Nil Nil
Balance carried to Balance Sheet 68 69 109 113
EPS
-Basic (1.78) (0.81) (2.00) (4.46)
-Diluted (1.78) (0.81) (2.00) (4.46)

COMPANYS PERFORMANCE REVIEW

During the financial year 2019-20, the Company has adopted Ind AS for reporting financial results of the year under review against previously Indian GAAP;

On Standalone Basis, the Company has earned the total revenue of Rs. 152.93 Lakhs as against Rs. 182.25 Lakhs in the previous year. The total expenditure during the year is Rs. 224.86 Lakhs as against Rs. 212.02 Lakhs in the previous year. The net loss for the year under review was Rs.69.82 Lakhs as against net loss of Rs. 28.31 Lakhs in the previous year.

On Consolidated Basis, the Company has earned the total revenue of Rs. 463.66 Lakhs as against Rs. 468.30 Lakhs in the previous year. The total expenditure during the year is Rs. 530.54 Lakhs as against Rs. 522.36 Lakhs in the previous year. The net loss for the year under review was Rs. 70.88 Lakhs as against net loss of Rs. 43.74 Lakhs in the previous year

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013 (hereinafter referred to as "the Act"), Regulation 33 of the Securities and Exchange Board of India (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 2019-20, together with the Auditors Report forms part of this Annual Report.

FINANCIAL PERFORMANCE OF THE SUBSIDIARY COMPANIES AND ASSOCIATE COMPANY

Subsidiary Companies:

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 subsidiaries included in the Consolidated Financial Statements (CFS) in the Company.

A statement containing the salient features of financial statements of subsidiaries/joint venture companies of the Company in the prescribed Form AOC - 1 is annexed herewith & forms part of this Report 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.

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 upto the date of the AgM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company at www.kimcfinserv.com.

Brief Financial and Operation of subsidiary and associate companies are given hereunder:

(i) KJMC Capital Market Services Limited: It earned gross income of Rs. 297.44 Lakhs as against Rs. 268.02 Lakhs in the previous year. The total expenditure during the year under review was Rs. 287.30 Lakhs as against Rs. 270.53 Lakhs in the previous year. The net profit after tax was Rs. 2.66 Lakhs as against Rs. (8.85) Lakhs in the previous year.

(ii) KJMC Credit Marketing Limited: It earned gross income of Rs. 7.58 Lakhs as against Rs.15.56 Lakhs in the previous year. The total expenditure during the year under review was Rs. 12.15 Lakhs as against Rs. 14.50 Lakhs in the previous year. The net loss for the year under review was Rs.(4.68) Lakhs as against loss of Rs. 0.01 lakhs in the previous year.

(iii) KJMC Shares and Securities Limited: It earned gross income of Rs. 12.10 lakhs as against Rs. 9.45 Lakhs in the previous year.

The total expenditure during the year under review was Rs. 12.61 Lakhs as against Rs. 32.30 Lakhs in the previous year. The net loss after tax was Rs.(0.97) Lakhs as against net loss of Rs. (6.57) Lakhs in the previous year.

Associate Company:

(i) KJMC Financial Services Limited: It earned gross income of Rs. 235.76 Lakhs as against Rs. 274.17 Lakhs in the previous year. The total expenditure during the year under review was Rs. 389.88Lakhs as against Rs. 339.38 Lakhs in the previous year. The net loss after tax was Rs. (150.92) Lakhs as against Rs. (69.07) Lakhs in the previous year.

INDIAN ACCOUNTING STANDARD (IND AS)

The Company has adopted Indian Accounting Standards ("IND AS") from April 01, 2019 with a transition date of April 01, 2018. Accordingly, the financial statements 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.

DIVIDEND

In order to conserve the resources for operations, your Directors do not recommend any dividend for the year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves of the Company due to loss incurred by the Company during the financial year 2019-20.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on March 31, 2020 in Form MGT - 9 in accordance with Section 92 (3) of the Act read with Companies (Management and Administration) Rules, 2014, is available on the website of the Company at http://kimcfinserv.com/ investor relation.

COVID-19

Towards the end of the financial year, the World Health Organisation (WHO) declared COVID-19 a pandemic and the outbreak, which infected millions, has resulted in deaths of a significant number of people globally. COVID-19 is seen having an unprecedented impact on people and economies worldwide. The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business. It is focused on controlling costs, maintaining liquidity and closely monitoring to the operations. The effect of mark to market losses thereon have been taken into account in the Statement of Profit and Loss for the year. The Company believes that it has taken into account the impact of known events arising out of COVID 19 pandemic in the preparation of financial results resulting out of fair valuation of these investments.

The Ministry of Home Affairs, Government of India on March 24, 2020 notified the first ever nationwide lockdown in India to contain the outbreak of COVID-19 pandemic. The Company operates its business in conformity with the highest ethical standards and employee centricity. In view of the outbreak of the pandemic, The Company undertook timely measures to ensure the safety and wellbeing of its employees at all levels. Keeping in mind the well-being and convenience of its employees, the Company had provided facility of ‘work from home to the extent possible in the current situation to its employees and taken all necessary steps to ensure a seamless transition to the new ways of working for employees, while at the same time ensuring business continuity including providing of laptop wherever required and giving access to the common server installed in office.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors held Five (5) meeting during the year. The maximum time gap between any two meetings was less than 120 days as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance forming part of this report.

COMMITTEES OF THE BOARD

The Company has constituted/reconstituted various level committees in accordance with the requirements of Companies Act, 2013 and Listing Regulations. The Board has the following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Share Transfer and Stakeholders Relationship Committee

iv. Credit and Investment Committee

Audit Committee

During the year all the recommendations made by the Audit Committee were accepted by the Board. (5) Five Audit Committee Meetings were convened and held during the financial year. The details pertaining to composition of Audit Committee and the attendance of the Audit Committee members are provided in the Corporate Governance Report, which forms part of the annual report.

Nomination and Remuneration Committee

During the year, (1) One Nomination and Remuneration Committees Meeting was convened and held. The details pertaining to composition of Nomination and Remuneration Committee and the attendance of the Nomination and Remuneration Committee members are provided in the Corporate Governance Report, which forms part of the annual report.

Share Transfer and Stakeholders Relationship Committee

During the year, (4) Four Share Transfer and Stakeholders Relationship Committee Meetings were convened and held. The details pertaining to composition of Share Transfer and Stakeholders Relationship Committee and the attendance of the Share Transfer and Stakeholders Relationship Committee members are provided in the Corporate Governance Report, which forms part of this report.

Credit and Investment Committee

During the year, (1) One Credit and Investment Committee Meeting was convened and held. The details pertaining to composition of Credit and Investment Committee and the attendance of the Credit and Investment Committee members are provided in the Corporate Governance Report, which forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) 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 31,2020, the applicable accounting standards have 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 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 loss of the Company for the year ended March 31, 2020;

c. the Directors have taken proper and sufficient care 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, 2020 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 are adequate and operating effectively.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of the annual report.

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 Companys 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 Companys business segments are made at the separate meetings of the Independent Directors from time to time.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for all employees including the members of the Board and Senior Management Personnel. All members of the Board and Senior Management Personnel have affirmed compliance with the said Code of Conduct for the financial year 2019-20. The declaration to this effect signed by Mr. Girish Jain, Whole Time Director of the Company forms part of this Report

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements, which forms part of the annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transaction entered into by the Company with related parties, during the financial year 2019-20, were in ordinary course of business and on arms length basis. The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report.

Also, 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 issued thereunder and relevant provisions of Listing Regulations.

There are no materially significant Related Party Transactions of the Company which have potential conflict with the interests of the Company at large.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and Materiality of Related Party Transactions, formulated by the Company.

All transactions with related party which are 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.

During the year under review, the Company has revised its Policy on dealing with and Materiality of Related Party Transactions, in accordance with the amendments to the applicable provisions of the Listing Regulations. The Policy is also available on the website of the Company at http://kimcfinserv.com/investor relation.

The details of the related party transactions as per Indian Accounting Standards are set out in Note 32 to the Standalone Financial Statements of the Company which forms part of this Report.

MATERIAL CHANGES AND COMMITMENT IF ANY 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 THE REPORT

Except for COVID-19 pandemic as reported above, there are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of this report. There has been no change in the nature of business of the Company.

SCHEME OF AMALGAMATION

The Mumbai Bench of the Honble National Company Law Tribunal (NCLT) vide its Order dated April 27, 2020 has granted approval for the Scheme of Amalgamation between KJMC Commodities Market India Limited ("the Transferor Company") with KJMC Capital Market Services Limited ("the Transferee Company) and their respective shareholders ("Scheme"). The Appointed date for the said Scheme of Amalgamation is April 1, 2018. KJMC Commodities Market India Limited ("the Transferor Company") and KJMC Capital Market Services Limited ("the Transferee Company") are both the wholly owned subsidiary companies of KJMC Corporate Advisors (India) Limited. KJMC Commodities Market India Limited ("the Transferor Company") shall stand dissolved, without winding-up, on the Scheme becoming effective.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No material orders impacting the going concern status of the Company or its operations in future were passed by the Regulators or Courts or Tribunals during the year under review.

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

Since the Company is engaged in the business of Merchant Banking Services, the details required under Section 134 of the Companies Act, 2013 are not applicable to the Company. However Company believes in conserving the natural resources and uses CFL and LED Lighting in the office premises which has low energy consumption. The Company has no disclosures to be made in connection with technology absorption. The total Foreign Exchange Inflow was Rs. 13.65 lakhs and Outflow was Rs. 18.42 Lakhs during the year under review.

RISK MANAGEMENT

The details in respect of risks and concerns are included in the Management Discussion & Analysis Report, which forms part of this report.

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 Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under the Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the degree of fulfillment of key responsibilities, Board composition and structure, effectiveness of board processes, information and functioning etc.

In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of non- independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive directors. The Directors expressed satisfaction with the evaluation process.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Rameshchandra Jain, Independent Director, had resigned from the end of business hours of March 12, 2020 due to disqualification. The Board placed on record sincere appreciation for the valuable services rendered by him during his tenure as the Independent Director of the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Inderchand Jain (DIN: 00178901) Non-Executive Director and Chairman of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on report of performance evaluation, has recommended reappointment of Mr. Inderchand Jain as Director of the Company liable to retire by rotation.

Mr. Vijay Joshi was appointed as an Additional Independent Director of the Company by the Board on the recommendation of Nomination and Remuneration Committee with effect from September 15, 2020 subject to approval of the members at the ensuing Annual General Meeting. Members approval is sought at the ensuing AGM for his appointment as an Independent Director for 1st term of five consecutive years. The Company has received a notice in writing in accordance with provisions of Section 160(1) of the Act, from a Member, proposing his candidature for the office of Independent Director

Brief Profile of Mr. Inderchand Jain and Mr. Vijay Joshi is mentioned in the Notes to the Notice of Annual General Meeting forms part of Annual Report .

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act, and the Listing Regulations.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or reenactment (s) thereof for the time being in force) and as per section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PUBLIC DEPOSITS

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 the date of the balance sheet.

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. For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies of the Group, the impact on financial results, including revised disclosures to the Audit Committee.

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.

SECRETARIAL STANDARDS:

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is 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;

Non-Executive Directors Ratio to median remuneration
Mr. Inderchand Jain 3.09%
Mr. S.C. Aythora 4.63%
Mr. Nitin Kulkarni 4.63%
Mr. Anil Sampat 3.71%
*Mr. Rameshchandra Jain 3.71%
Mrs. Shraddha Jain 3.24%
Mr. Rajnesh Jain 3.09%
Executive Directors
Mr. Girish Jain 1275.10%

* For part of the year

The median remuneration is calculated based on the salary paid during the financial year to employees on payroll as on March 31, 2020.

(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. 201920
Mr. Inderchand Jain Non Executive Director No Increase
Mr. S.C. Aythora Independent Director No Increase
Mr. Nitin Kulkarni Independent Director No Increase
Mr. Anil Sampat Independent Director No Increase
*Mr.Rameshchandra Jain Independent Director No Increase
Mr. Rainesh Jain Non Executive Director No Increase
Mr. Girish Jain Whole Time Director No Increase
Mrs. Shraddha Jain Non Executive Director No Increase
Mr. Kartik Konar Chief Financial Officer No Increase
Ms. Bhavika Dalal Company Secretary 28.83%

* For part of the year

(iii) The percentage increase in the median remuneration of employees in the financial year: NIL

(iv) The number of permanent employees on the rolls of Company as on March 31, 2020: 6 .

(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: - 2.5%

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

(vii) There are no employees falling within the purview of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no such details, are required to be given.

AUDITORS

a. Statutory Auditor

M/s V. P. Thacker & Co., Chartered Accountants (Firm Registration No. 118696W) vide their letter dated November 13, 2020 have resigned from the position of Statutory Auditors of the Company due to COVID-19 and commercial consideration, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013.

The Board of Directors at its meeting held on November 13, 2020, on the recommendation of Audit committee and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, appointed M/s. Batliboi & Purohit, Chartered Accountants, (Firm Registration No. 101048W), to hold office as the Statutory Auditors of the Company till the conclusion of 22nd Annual General Meeting (AGM) and to fill the casual vacancy caused by the resignation of M/s. V. P. Thacker & Co., Chartered Accountants, subject to the approval of the members in ensuing General Meeting of the Company, at such remuneration as may be mutually decided by the Board of Directors of the Company and the Statutory Auditors.

The Company has received the consent from the M/s. Batliboi & Purohit, Chartered Accountants, and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made thereunder.

Further, the Board also approved appointment of M/s. Batliboi & Purohit, Chartered Accountants, (Firm Registration No. 101048W), as Statutory Auditors of the Company to hold office for a period of five consecutive years, from the conclusion of the 22nd AGM, till the conclusion of the 27th AGM to be held in year 2025. Accordingly, your Board of Directors also recommend passing of resolution for appointment of M/s. Batliboi & Purohit as Statutory Auditor of the Company for a period of 5 consecutive years.

The Independent Auditors Report for the financial year ended March 31, 2020 on the financial statements of the Company forms part of Annual report.

The Auditors Report for the financial year ended March 31, 2020 does not contain any qualification, reservation or adverse remark.

b. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company had appointed M/s. Batliboi & Purohit, Chartered Accountants, as an internal auditor of the Company for Financial Year 2019-20.

M/s. Batliboi & Purohit, Chartered Accountants were re-appointed as the Internal Auditor of the Company for the financial year 202021 in the Board of Directors Meeting held on July 28, 2020 as per the provisions of Section 138 of the Companies Act, 2013 read with Companies Rules, 2014. However, M/s. Batliboi & Purohit, Chartered Accountants had resigned vide letter dated September 14, 2020 for the financial year 2020-21 due to the current COVID-19 pandemic situation, staff in the internal audit department has been substantially reduced and hence they are not in the position to carry out the internal audit of our Company.

Later, the Board of Directors at its meeting held on September 15, 2020 had appointed M/s. R V Luharuka & Co LLP, Chartered Accountants as an Internal Auditor of the Company for the financial year 2020-21.

c. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Pinky Shethia & Associates, a firm of Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2019-20.

The Report of the Secretarial Auditor forms part of this Report The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks or disclaimer, is annexed and forms part of Annual report.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

During the financial year, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries/associate. The Whistle Blower Policy has been posted on the website of the Company.

SHARE CAPITAL

During the reporting period, your Company has allotted 4,20,000 equity shares of Rs. 10/- each at a price of Rs. 28.15/- per share pursuant to Conversion of 4,20,000 warrants allotted on May 22, 2019.

The Paid-up Equity Share Capital as on March 31,2020 was 3,92,64,400/- comprising of 39,26,440 Equity Shares of Rs. 10/- each.

CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a Certificate from Practising Company Secretary on its compliance forms an integral part of this Annual Report.

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.

LISTING OF SHARES

The 39,26, 440 Equity Shares of the Company are listed on BSE Limited. The annual listing fee for the financial year 2020-21 has been paid to BSE Limited (BSE).

INSURANCE

The Companys assets have been adequately insured.

WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

Certificate from Mr. Girish Jain, Whole Time Director and Mr. Kartik Konar, Chief Financial Officer, as specified in Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended March 31, 2020 was placed before the Board of Directors of the Company at its meeting held on July 28, 2020.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation for their sincere support from its members, banks and other Statutory and Regulatory Authorities. The Board of Directors also appreciates with gratitude for the continuous contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.

For and on behalf of the Board of Directors
KJMC Corporate Advisors (India) Limited
Inderchand Jain
Chairman
(DIN: 00178901)
Place: Mumbai
Date: November 13, 2020