KJMC Financial Services Ltd Directors Report.

Dear Members,

Your Directors hereby present the 33rd Annual Report of the KJMC Financial Services Limited (KFSL), together with the Audited Financial Statements of the Company for the financial year ended March 31, 2021. The consolidated performances of the Company and its subsidiary company has been referred to wherever required.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31, 2021 is summarized below: (Rs. in "000")

Particulars Standalone Consolidated
Year ended March 31, 2021 Year ended March 31, 2020 Year ended March 31, 2021 Year ended March 31, 2020
FINANCIAL RESULTS
Revenue from operation 14976 17930 15001 17965
Other Income 4559 5646 4559 5671
Total Revenue 19535 23576 19560 23636
Total Expenses 37901 38988 39290 40400
Profit before Tax (18366) (15412) (19730) (16764)
Less: Provision for Tax
-Current Tax 2085 2085
- Deferred Tax (4378) (320) (4378) (208)
- MAT Credit (2085) (2085)
- Prior period taxes
Profit/(loss) after tax (13988) (15092) (15352) (16556)
Share in Associates profit/(Loss) - - 48 91
Profit/(loss) for the year (13988) (15092) (15304) (16465)
APPROPRIATIONS
Profit/(loss) for the year (13988) (15092) (15304) (16469)
Add: Balance brought forward from previous year 1450 16542 450 16919
Amount available for appropriations (12538) 1450 (15305) 450
Less: Appropriations
Special Reserve - - - -
General Reserve - - - -
Balance carried to Balance Sheet (12538) 1450 (14854) 450
EPS
-Basic (2.92) (3.15) (3.20) (3.44)
-Diluted (2.92) (3.15) (3.20) (3.44)

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

On standalone basis, your Company earned the gross income of Rs 19535 (Rs. in 000) as against Rs 23576 (Rs. in 000) in the previous year. The total expenditure during the year under review was Rs 37901 (Rs. in 000) as against Rs 38988 (Rs. in 000) in the previous year. The Net Loss after tax before OCI was Rs (13988) (Rs. In 000) as against Rs (15092 ) (Rs. in 000) in the previous year.

On consolidated basis, your Company earned the gross income of Rs 19560 (Rs. in 000) as against Rs 23636 (Rs. in 000) in the previous year. The total expenditure during the year under review was Rs 39290 (Rs. in 000) as against Rs 40400 (Rs. in 000) in the previous year. The Net Loss after tax before OCI was Rs (15304) (Rs. in 000) as against Rs (16465) (Rs. in 000) 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 2020-21, together with the Auditors Report form part of this Annual Report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY AND ASSOCIATE COMPANY

Subsidiary Company:

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the report on performance and financial position of subsidiary company is included in the Consolidated Financial Statements (CFS) in the Company.

A statement containing the salient features of financial statements of subsidiary and associate company of the Company in the prescribed Form AOC – 1 forms a part of Consolidated Financial Statements (CFS) 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 up to 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. kjmcfinserv.com.

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

(i) KJMC Trading & Agency Limited: It earned gross income of Rs 1800 (Rs. in 000) as against Rs 1933 (Rs. in 000) in the previous year. The total expenditure during the year under review was Rs 3164 (Rs. in 000) as against Rs 3288 (Rs. in 000) in the previous year. The Net Profit after tax before OCI was Rs (1364) (Rs. in 000) as against Net Loss of Rs (1467) (Rs. in 000) in the previous year.

Associate

(i) KJMC Platinum Builders Private Limited: It earned gross income of Rs 762 (Rs. in 000) as against Rs 961 (Rs. in 000) in the previous year. The total expenditure during the year under review was Rs 572 (Rs. in 000) as against Rs 648 (Rs. in 000) in the previous year. The Net Profit after tax was Rs 190 (Rs. in 000) as against Rs 267 (Rs. in 000) in the previous year.

DIVIDEND

In order to conserve the resources for operations of the Company, 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 the loss incurred by the Company during the financial year 2020-21.

COVID-19 PANDEMIC

The COVID-19 pandemic is a once in a lifetime occurrence that has brought with it unimaginable suffering to people and to almost all sections of the economy. When the pandemic struck and led to nationwide lockdowns to curtail the transmission of disease, it was natural to fear that the global economy would stay in extreme stress of the kind not seen since the Great Depression and would have a long-lasting economic impact.

To counter the crippling impact of the lockdowns on economies, the worlds policymakers have resorted to fiscal and monetary measures never seen before in global economic history. It still remains to be seen if these relief measures sufficed, and whether actions taken by Governments across the globe adequately compensated for the disruptions created in the lives of people.

Fortunately, science prevailed. Multiple vaccines were found with impressive efficacy levels in less than a year — which will probably rank as among one of the most incredible achievements in science. The announcement of successful development of vaccines seemed to lift spirits around the world. Unfortunately, the advent of winter saw several countries battle second waves of COVID-19 infections, including more virulent strains leading to partial lockdowns. The race between vaccines and variants is heating up as massive vaccination drives are underway. Much depends on blocking transmission and not just the disease. The only three preventives are masks, social distancing and vaccinations. However, to vaccinate even half of the worlds population of 7.8 billion is going to take years. The production, storage and distribution challenges require that Governments prioritise the vaccinations in a judicious manner so as to limit the human toll.

Fortunately for India, which is home to some of the largest vaccine makers in the world, the supply constraints should be limited and temporary. Moreover, our experience in implementing large scale vaccination programmes should help in vaccinating our vulnerable population. Even so, with many states in India witnessing a seriously full-blown second surge of COVID-19, the vaccination challenge is enormous.

After an estimated historic correction of (3.3%) in 2020, the International Monetary Fund (IMF) has projected the global economy to grow 6% in calendar year 2021 and 4.4% in 2022 on the back of the fiscal and monetary support provided by Governments of the world over coupled with widespread vaccination.

We know that India can ill afford another country-wide lockdown such as was imposed from March to June 2020. The impact on the economy and employment was severe in the first instance; and cannot be repeated yet again.

The lockdown that continued throughout the first quarter of the FY2021 saw Indias GDP for April-June 2020 contracting by a massive 24.4%.

Even the second quarter was terrible, with GDP shrinking by 7.3% in July-September 2020. Thereafter, we have seen a rebound — thanks to the resilience of our citizens, our entrepreneurs and of our economy.

The third quarter (October-December 2020) saw a small positive growth of 0.4% compared to the same period in the previous year. The second advance estimates of national income for FY2021 released by the Central Statistics Office (CSO) on 26 February 2021 anticipates the total contraction for FY2021 to be 8% — implying a significant ‘V shaped bounce-back in the second half of the year. The most recent IMF forecast has also raised Indias GDP growth estimate for FY2022 from 11.5% to 12.5%. If that were to occur, it will be the most significant growth turnaround among all the major nations of the world, including China.

The only grey cloud at present is the huge surge in infections that started with the second wave beginning in early March 2021. Hopefully, a serious increase in the pace of vaccinations across the country will bring this surge down; and if we keep all enterprises and workers open for business, it should not affect the economy in any significant manner

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 statement for the year 2020-21 have been prepared in accordance with IND-AS, prescribed under Section 133 of the Act, read with the relevant rules issued there under and the other recognised accounting practices and policies to the extent applicable.

RBI PRUDENTIAL NORMS

Since the Company does not accept and hold any public deposits, the Non- Banking Financial (Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 are not applicable to the Company as regard to capital adequacy requirement.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on March 31 2021, is available on the website of the Company at https www.kjmcfinserv. com.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2020-21, 4 meetings were held. The details of the Board Meetings and the attendance of the Directors are provided in the Report on Corporate Governance forming part of this report.

COMMITTEES OF THE BOARD

The Company has constituted/reconstituted various level committees in accordance with the requirements of Companies Act, 2013 which are as follows:

i. Audit Committee ii. Nomination and Remuneration Committee iii. Share Transfer and Stakeholders Relationship Committee iv. Credit and Investment Committee v. Debenture Allotment Committee vi. IT Strategy Committee

Audit Committee

During the year under review all the recommendations made by the Audit Committee were accepted by the Board. Four (4) 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 under review, Three (3) Nomination and Remuneration Committee 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, One (1) 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 the Annual Report.

Credit and Investment Committee

During the year no meeting was held. The details pertaining to composition of Credit and Investment Committee are provided in the Corporate Governance Report, which forms part of the Annual Report.

Debenture Allotment Committee

During the year no meeting was held. The details pertaining to composition of Debenture Allotment Committee are provided in the Corporate Governance Report, which forms part of the Annual Report.

IT STRATEGY COMMITTEE

During the year, Three (3) IT Strategy Committee Meetings were convened and held. The details pertaining to composition of IT Strategy Committee and the attendance of IT Strategy Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE COMPANIES ACT, 2013

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual financial statements for the year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Loss of the Company for the year ended March 31, 2021; c. the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts for the financial year ended March 31, 2021 on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the reporting period, no frauds were reported by Auditors under sub section (12) of section 143, as such no offence involving fraud was committed against the Company by officers or employees of the Company.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the 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 in place a comprehensive Code of Conduct (‘the code) applicable to the Directors and employees. The Code is applicable to Non-executive Directors including Independent Directors to such an extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the core values of the Company.

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.

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

The provisions of Section 186 of Companies Act, 2013 except Sub section (1) is not applicable to the Company. However, the details of Loans, Guarantees and Investments made are disclosed in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transaction entered into by the Company with related parties, during the financial year 2020-21, 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 there under and relevant provisions of Listing Regulations.

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.

The Policy is also available on the website of the Company at https www.kjmcfinserv.com

All transactions with related party which as required to be reported in Form AOC- 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this report.

The details of the related party transactions as per IND-AS set out in Note 34 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.

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

Since the Company is engaged in providing financial 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.

During the reporting period there was no foreign exchange earnings but incurred an expenditure of Rs. 0.99 (Rs. in ‘000).

RISK MANAGEMENT

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

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE 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 the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 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 fulfilment 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 AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Shraddha Jain (DIN: 00156306), Non-Executive Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself 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 re-appointment of Mrs. Shraddha Jain as Director of the Company liable to retire by rotation.

Mr. Pradeep Poddar has ceased to be the Chief Financial Officer (KMP) of the Company w.e.f January 30, 2021 and accordingly Mr. Sajjan Bawri has been appointed as the Chief Financial Officer (KMP) of the Company w.e.f. February 13, 2021

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.

Mr. Anil Sampat and Mr. Vijay Joshi were appointed as the Independent Directors W.E.F 15th July 2020 and 07th September 2020 respectively and their appointment was regularized in the Annual General Meeting held on December 24, 2020 by the Shareholders of the Company.

Re-appointment of Mr. Rajnesh Jain as the Whole Time Director of the Company for a period of three years W.E.F. 24th December 2020 in the Annual General Meeting by the Shareholders of the Company

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL

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 re-enactment (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 being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the Reserve Bank of India (RBI).

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

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

ADEQUACY OF INTERNAL CONTROL

The Company has in place adequate financial controls commensurate with its size, scale and complexity of its operations. The company has in place policies and procedures required and efficiently conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records in a timely and reliable manner.

The Company continues to have periodical internal audits conducted of all its functions and activities to ensure that system and processes are followed across all areas.

SECRETARIAL STANDARDS:

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

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 are given below:

i. The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year 2020-21;

Non-Executive Directors Ratio to median remuneration
Mr. Inderchand Jain* 2.13%
#Mr. Anil Sampat * 1.70 %
Mr. S.C. Aythora * 2.87%
Mr. Nitin Kulkarni * 2.87%
#Mr. Vijay Joshi* 1.28%
Mrs. Shraddha Jain* 1.70%
Mr. Girish Jain* 2.02%
Executive Directors -
Mr. Rajnesh Jain 1145.89%

* Sitting fees paid to all the Non-Executive Directors and Independent Directors of the Company.

 

# 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, 2021.

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. 2020-21
Mr. Inderchand Jain Non Executive Director No Increase
Mr. S.C. Aythora Non Executive Director No Increase
Mr. Nitin Kulkarni Non Executive Director No Increase
Mr. Anil Sampat # Non Executive Director No increase
Mr. Vijay Joshi # Non Executive Director No increase
Mr. Girish Jain Non Executive Director No Increase
Mrs. Shraddha Jain Non Executive Director No Increase
Mr. Rajnesh Jain Whole Time Director No Increase
Mr. Akash Anchan Company Secretary 10%
Mr. Pradeep Poddar Chief Financial Officer *
(Resigned W.e.f 30th January 2021)
Mr. Sajjan Bawri Chief Financial Officer *
(Appointed W.e.f 13th February 2021)

* Mr. Pradeep Poddar has resigned and Mr. Sajjan Bawri has joined employment in the current financial year and hence provisions relating to increase in their salary is not applicable

iii. The percentage increase in the median remuneration of employees in the financial year: 10%

iv. The number of permanent employees on the rolls of Company as on March 31, 2021: 4 (Four)

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There is no increase in Average percentile in salaries of employees other than managerial Personnel

Note :- The average percentile increase in the salaries of the employees other than the managerial personnel is calculated based on the employees on payroll as on March 31, 2021.

vi. Affirmation that the remuneration is policy of the Company:

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

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

AUDITORS

STATUTORY AUDITOR

The Company at its Annual General Meeting (‘AGM) held on December 24, 2020, appointed M/s. Batliboi & Purohit as the Statutory Auditors for a term of 5 (five) years from the conclusion of the 32nd AGM to the conclusion of the 37th AGM of the Company.

They have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the Rules framed there under for continuation as Auditors of the Company

The Independent Auditors Report for the financial year ended March 31, 2021 on the financial statements of the Company forms part of Annual report.

The Auditors Report for the financial year ended March 31, 2021 does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company has appointed M/s Sanjay Raja Jain & Co., as an internal auditor of the Company for the financial year 2021-22.

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. Bhadresh Shah & Associates, a firm of Practicing Company Secretary to conduct Secretarial Audit for the Financial Year 2021-22.

The Report of the Secretarial Auditor issued by M/s. Pinky Shethia & Associates for the FY 2020-21 forms part of this Report.

The Secretarial Audit Report issued by M/s. Pinky Shethia & Associates for the FY 2020-21 does not contain any qualifications, reservations, or adverse remarks or disclaimer, is annexed and forms part of this report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. asperthe remuneration The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

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 behaviour, 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

The Authorised share capital of your Company as on March 31, 2021, was Rs 62,15,00,000. The issued subscribed and paid up share capital of your Company as on 31st March, 2021 was Rs 4,78,57,400 comprising of 47,85,740 equity shares of Rs 10/- each. During the reporting period, the Company has not altered its share capital.

LISTING OF SHARES

The 47,85,740 Equity Shares of the Company are listed on BSE Limited. The annual listing fee for the financial year 2021-22 has been paid to BSE Limited (BSE).

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Act, read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (‘Rules), Shares pertaining to dividends, unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF. Accordingly, Shares pertaining to unclaimed dividends of Shareholders for FY 1995, 1996, 1997, 1998, 1999, 2000 and 2002 have been transferred to IEPF as per their due date which was lying in the Unpaid Dividend Account of the Company.

Further, the shares pertaining to which dividend remains unclaimed for a consecutive period of seven years from the date of transfer of the dividend to the Unpaid Dividend Account is also mandatorily required to be transferred to the IEPF Authority established by the Central Government.

Shareholders /claimants whose shares, unclaimed dividend, have been transferred to the aforesaid IEPF Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov. in) along with requisite fee as decided by the IEPF Authority from time to time.

Details of the Shares transferred to IEPF Account

Sr. No. No of shares Transferred to IEPF No of Shareholders
1 16,215 316

Further Company has appointed Mr. Akash Anchan, Company Secretary & Compliance Officer as Nodal Officer under the provisions of IEPF.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Policy on Prevention of Sexual Harassment at work place is not applicable to the Company

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, compliance with the corporate governance provisions are not applicable to your Company as the Companys paid up Equity Share Capital does not exceed of Rs. 10 Crores and net worth does not exceed of Rs. 25 Crores as on March 31, 2021.

However, to maintain highest standards of Governance, a separate section on Corporate Governance, is annexed and forms part of the 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.

INSURANCE

The Companys assets have been adequately insured.

WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

Certificate from Mr. Rajnesh Jain, Whole Time Director and Mr. Sajjan Bawri, Chief Financial Officer, as specified in Part B of Schedule II of the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for the financial year ended March 31, 2021 was placed before the Board of Directors of the Company at its meeting held on June 01, 2021.

OTHER DISCLOSURES

1. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, is not required by the Company.

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

3. The Company has not issued any sweat equity shares to its directors or employees;

4. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

5. There was no revision of financial statements and Boards Report of the Company during the year under review;

ACKNOWLEDGMENT

The Board of Directors takes the opportunity to express its sincere appreciation for the support and co–operation from its members, Reserve Bank of India, banks and Statutory and Regulatory Authorities.

The Board also wishes to place on record their sincere appreciation of the 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
For KJMC Financial Services Limited
Inderchand Jain
Chairman
DIN: 00178901
Place: Mumbai
Date: August 09, 2021