kjmc financial services ltd Directors report

Dear Members,

Your Directors hereby present the 35th Annual Report of KJMC Financial Services Limited (‘KFSL / Company), together with the Annual Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2023. The consolidated performances of the Company and its subsidiary company has been referred to wherever required.

FINANCIAL RESULTS AND STATE OF COMPANYS AFFAIRS

The performance of the Company for the financial year ended March 31,

2023 is summarized below:

(Rs. in "000")

Particulars	Standalone		Consolidated
	Year ended March	Year ended March	Year ended March	Year ended March
	31, 2023	31, 2022	31, 2023	31, 2022
Revenue from	28850	35804	28849	35956
Operations
Other Income	2024	1546	2341	1935
Total Revenue	30874	37350	31190	37891
Total Expenses	37176	38324	37742	39617
Profit before Tax	(6302)	(974)	(6552)	(1726)
Less: Provision for Tax
- Current Tax	-	-	-	-
- Deferred Tax	2634	(774)	2634	(775)
- Earlier year Provision	-	(2085)	-	(2085)
Written off
- MAT Credit Written	-	6192	-	6192
off
Profit/(loss) after tax	(8936)	(4307)	(9186)	(5058)
Share in Associates	-	-	(30)	(9)
profit/(Loss)
Profit/(loss) for the	(8936)	(4307)	(9216)	(5067)
year
Appropriations:
Profit/(loss) for the year	(8936)	(4307)	(9216)	(5067)
Add: Balance brought	(16843)	(12538)	(19922)	(14855)
forward from previous
year
Add: Transfer from OCI	64162	-	64162	-
Reserves
Amount available for	38381	(16845)	35024	(19922)
appropriations
Less: Appropriations
Special Reserve	-	-	-	-
General Reserve	-	-	-	-
Balance carried to	38383	(16845)	35024	(19922)
Balance Sheet
EPS
-Basic	(1.87)	(0.90)	(1.93)	(1.06)
-Diluted	(1.87)	(0.90)	(1.93)	(1.06)

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

On standalone basis, your Company earned the gross income of Rs. 30874 (Rs. in 000) as against Rs 37350 (Rs. in 000) in the previous year.

The total expenditure during the year under review was Rs. 37176 (Rs. in

000) as against Rs 38324 (Rs. in 000) in the previous year. The Net Loss after tax before OCI was Rs. 8936 (Rs. In 000) as against Net Loss after tax before OCI of Rs 4307 (Rs. in 000) in the previous year. On consolidated basis, your Company earned the gross income of Rs 31190 (Rs. in 000) as against Rs 37891 (Rs. in 000) in the previous year. The total expenditure during the year under review was Rs 37742 (Rs. in

000) as against Rs 39617 (Rs. in 000) in the previous year. The Net Loss after tax before OCI was Rs 9216 (Rs. in 000) as against Net Loss after tax before OCI of Rs 5067 (Rs. in 000) in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as "the Act"), read with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited

Consolidated Financial Statements of the Company for the financial year

2022-23, together with the Auditors Report forms part of this Annual Report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY AND ASSOCIATE COMPANY

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

A statement containing the salient features of financial subsidiary and associate company of the Company in the prescribed Form AOC–1, forming part of Consolidated Financial Statements of the Company is in compliance with Section 129 (3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 is attached.

In accordance withSection136oftheAct,thefinancialstatements 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 & Compliance Officer at the Registered Office of the Company. The financial the CFS, and all other documents required to be attached to this report have been uploaded on the website of the Company i.e. www.kjmcfinserv. com/investor_relation.

Brief performance and financial position of subsidiary company is given hereunder:

KJMC Trading & Agency Limited: It earned gross income of Rs 1431

(Rs. in 000) as against Rs 1,669 (Rs. in 000) in the previous year. The total expenditure during the year under review was Rs 1682 (Rs. in 000) as against Rs 2,422 (Rs. in 000) in the previous year. The Net Loss after tax was Rs 251 (Rs. in 000) as against Net Loss after tax of Rs 752 (Rs. in 000) in the previous year.

Brief performance and financial given hereunder:

KJMC Platinum Builders Private Limited: It earned gross income of Rs 394 (Rs. in 000) as against Rs 554 (Rs. in 000) in the previous year. The total expenditure during the year under review was Rs 134 (Rs. in 000) as against Rs 581 (Rs. in 000) in the previous year. The Net Loss after tax was Rs 88 (Rs. in 000) as against Net Loss after tax of Rs 27 (Rs. in 000) in the previous year.

SHARE CAPITAL

The Authorised share capital of the Company as on March 31, 2023, was Rs. 62,15,00,000. Further, the issued, subscribed and paid-up share capital of the Company as on March 31, 2023 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.

DIVIDEND

In order to conserve the resources for future 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 due to the loss incurred during the financial year 2022-23.

PUBLIC DEPOSITS

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

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (‘IND AS) and accordingly, the financial prepared in accordance with IND-AS, prescribed under Section 133 of the Act, read with the relevant rules issued there under and the other recognised accounting practices and policies to the extent applicable.

RBI PRUDENTIAL NORMS

The Company being Non-Banking Financial (Non- Deposit Accepting or Holding), capital adequacy requirement, under Companies Prudential Norms (Reserve Bank) Directions, 2007, are not applicable to the Company.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2022-23 in Form

MGT-7 pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www. kjmcfinserv.com/investor_relation.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2022-23, 4 (four) 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 the Annual Report.

COMMITTEES OF THE BOARD positionofassociate company is

The Company has constituted committees in accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, and Reserve Bank of Guidelines for NBFC viz.:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Credit and Investment Committee;

v. Debenture Allotment Committee;

vi. IT Strategy Committee.

AUDIT COMMITTEE

During the year under review, 4 (four) meetings were held. The details pertaining to composition of Audit Committee and the attendance of the members of the Audit Committee are provided in the Corporate Governance Report and forms part of the annual report.

NOMINATION AND REMUNERATION COMMITTEE

During the year under review, 2 (two) meetings were held. The details pertaining to composition of Nomination and Remuneration Committee and the attendance of the members of the Nomination and Remuneration Committee are provided in the Corporate Governance Report and forms part of the annual report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review, 1 (one) meeting was held. The details pertaining to composition of Stakeholders Relationship Committee and the attendance of the members of the Stakeholders Relationship Committee are provided in the Corporate Governance Report and forms part of the annual report.

CREDIT AND INVESTMENT COMMITTEE statements for the year 2022-23 have been

During the year under review, 2 (two) meetings were held. The details pertaining to composition of Credit and Investment Committee and the attendance of the members of the Credit and Investment Committee are provided in the Corporate Governance Report and forms part of the annual report.

DEBENTURE ALLOTMENT COMMITTEE

During the year under review, no meeting was held. The details pertaining to composition of Debenture Allotment Committee are provided in the Corporate Governance Report and forms part of the annual report.

IT STRATEGY COMMITTEE

During the year under review, 2 (two) IT Strategy Committee Meetings were held. The details pertaining to composition of IT Strategy Committee and the attendance of the members of the IT Strategy Committee are provided in the Corporate Governance Report and 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, 2023, 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, 2023; c. the Directors have taken proper and sufficientcare 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, 2023 on a going concern basis; e. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS AND REPORT

The Company at its 32nd Annual General Meeting (‘AGM) held on December 24, 2020, appointed M/s. Batliboi & Purohit, Chartered

Accountants, as the Statutory Auditors for a term of 5 (five) consecutive years till the conclusion of the 37th AGM of the Company.

They have confirmed their eligibility and qualification required under

Section 139, 141 and other applicable provisions of the Companies Act, 2013, and the Rules framed there under for continuation as Statutory Auditors of the Company.

The Auditors Report for the financialyear ended March 31, 2023 does not contain any qualification, reservation or adverse remark. Further, notes accounts are self-explanatory and do not call for any comments.

SECRETARIAL AUDITORS AND REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had re-appointed M/s. Bhadresh Shah & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2022-23. The Report of the Secretarial Auditors issued by M/s. Bhadresh Shah and Associates for the FY 2022-23 forms part of the Annual Report and the said report does not contain any qualifications, reservations, or adverse remarks.

Further, the Board of Directors of the Company have approved the appointment of M/s. Rathi & Associates, Company Secretaries as Secretarial Auditors for the Financial Year 2023-24.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Company had re-appointed M/s Sanjay Raja Jain & Co., as internal auditors of the Company to conduct internal audit for the financial year 2023-24

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

UNDER SECTION 143 (12)

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

Company.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the 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) for its Directors and employees. The Code is applicable to Executive, 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.

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 subsection (1) is not applicable to the Company. However, the details of Loans, Guarantees and Investments made are disclosed in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transaction entered into by the Company with its related parties, during the financial year 2022-23, were in ordinary course of business and at 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.

Further, the Related Party Transactions undertaken by the Company were in compliance with the provisions set out in the Companies Act, 2013, read with the Rules made there under and relevant provisions of Listing Regulations.

All the transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and Materiality of Related Party Transactions, formulated by the Company. The Policy is also available on the website of the Company viz; www.kjmcfinserv.com/investor_relation.

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

MATERIAL CHANGES AND COMMITMENT, 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 THIS REPORT

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.

Further, there has been no change in the nature of business of the Company.

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

Disclosure pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts), Rules 2014:

(A) Conservation of Energy

(i) The steps taken or impact Your Company, being a Non-Banking on conservation of energy Financial Company requires minimal

(ii) the steps taken by the energy consumption and every Company for utilising attempt is made to ensure optimal alternate sources of use of energy, avoid wastages and energy conserve energy as far as possible. Further, the Company believes in conserving the natural resources and uses CFL and LED Lighting in the office premises which has low energy consumption.

(iii) the capital investment Nil on energy conservation equipments

(B) Technology absorption, adaptation, and innovation

Your Company being a Non-banking Finance Company, the provisions related to technologies absorption, adaptation and innovation are not applicable.

(C) Foreign Exchange Earnings and Outgo:

During the reporting period, there was no foreign exchange earnings and foreign exchange expenditure.

RISK MANAGEMENT

The Company has implemented a mechanism for risk assessment and management. It assists for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures. The key categories of risk jotted down while assessment are strategic risks, financial risks, operational risks such other risk that may potentially affect the working of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairperson covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance.

The criteria include evaluation of the Board, its Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairperson of the Company. In a separate meeting of Independent Directors which was held on February 03, 2023, performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company was evaluated, taking into account the views of Executive Director and Non-Executive Directors.

At the board meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. The directors expressed satisfaction with the evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the Board of Directors of the Company comprises of 8 (eight) Directors consisting of a Whole-Time Director and 7 (Seven) Non-Executive Directors, including 1 (one) woman director and 4 (four) Independent Directors. The constitution of the Board of the Company is in accordance with Section 149 of the Act read with Regulation 17 of SEBI Listing Regulations.

On the basis of the written representations received from the Directors, none of the Directors of the Company are disqualified under Section 164

(2) of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Inderchand Jain (DIN: 00178901), Chairperson and Non-Executive Director of the Company will retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on report of performance evaluation, has recommended re-appointment of Mr. Inderchand Jain as Director of the Company liable to retire by rotation. Mr. Jain being eligible has offered himself for re-appointment. A resolution seeking shareholders approval for his re-appointment along with the required details forms part of the Notice of AGM.

Further, Mr. Mahipal Singh Chouhan ceased to be the Company Secretary and Compliance Officer (KMP) of the Company w.e.f February 27, 2023 and Mr. Behla Murtaza Tambawala, Associate Member of the Institute of Company Secretaries of India was appointed as the Company Secretary and Compliance officer (KMP) of the Company w.e.f. February 28, 2023.

DECLARATION OF INDEPENDENCE i

The Company has received declarations from all the Independent

Directors of the Company confirming that they meet with the criteria of independence prescribed under the Act, and the Listing Regulations. The

Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Director of the Company and the Board is satisfied of the integrity, expertise, and experience including proficiency in terms of Section 150(1) rules made thereunder.

REMUNERATION

The remuneration paid to the Directors is in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations

(including any statutory modification(s) 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.

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

No significant or material orders were passed by the Regulators or Courts or Tribunals which can have 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 safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records in a timely and reliable manner.

The Company continues to have periodical internal audits conducted of all its functions and activities to ensure that system and processes are followed across all areas. During the year under review, no material or serious observation has been received from the Auditors of your Company citing inefficiency or inadequacy of such controls.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI) and during the year under review, the Company has complied with all the applicable provisions of the standards.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23;

Directors	Ratio to median remuneration
Non-Executive Directors*
Mr. Inderchand Jain	1.47%
Mr. Anil Sampat	1.47%
Mr. S.C. Aythora	1.91%
Mr. Nitin Kulkarni	1.91%
Mr. Vijay Joshi of the Act and applicable	1.47%
Mrs. Shraddha Jain	1.17%
Mr. Girish Jain	1.32%
Executive Director
Mr. Rajnesh Jain	596.52%

*Sitting fees paid to all the Non-Executive Directors of the Company. or re-enactment (s) thereof for the

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

2023.

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. 2022-23
Mr. Inderchand Jain	Non Executive Director & Chairperson	No Increase
Mr. S.C. Aythora conduct its business,	Non Executive Independent Director	No Increase
Mr. Nitin Kulkarni	Non Executive Independent Director	No Increase
Mr. Anil Sampat	Non Executive Independent Director	No Increase
Mr. Vijay Joshi	Non Executive Independent 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. Mahipal Singh Chouhan (Resigned w.e.f February 27, 2023)	Company Secretary & Compliance Officer	Not applicable
Mr. Behla Murtaza Tambawala (Appointed w.e.f February 28, 2023)	Company Secretary & Compliance Officer	Not applicable

iii. The percentage increase in the median remuneration of employees in the financial year:No increase

iv. The number of permanent employees on the rolls of Company as on March 31, 2023: 3 (Three)

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, 2023.

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 hence, no such details, are required to be given.

PREVENTION OF INSIDER TRADING

The Company has adopted "Internal Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons & Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information" ("Code") as amended from time to time with a view to regulate trading in securities by the Directors, designated persons of the Company including their immediate relatives. The Code requires pre-clearance for dealing in the shares of the Company for consideration more than the threshold limit provided therein and prohibits trading in shares of the Company by the Directors, designated persons including their immediate relatives while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All the Board

Members and the designated employees have confirmed compliance with the said Code. The Code has been made available on the Companys website at www.kjmcfinserv.com/investor_

WHISTLE BLOWER/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI

Listing Regulations to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees under the mechanism and also provides for direct access by any employee to the Chairperson of the Audit Committee for such matters.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. During the year under review, no person was denied access to the Chairperson of the Audit Committee.

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

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Act, read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund)

Rules, 2016, as amended (‘Rules), underlying Shares pertaining to dividends remained unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF. Accordingly, underlying equity Shares pertaining to unclaimed dividends of Shareholders for the FY 1995, 1996, aspertheremuneration 1997, 1998, 1999, 2000 and 2002 have been transferred to IEPF on their respective due dates. Shareholders /claimants whose shares, unclaimed dividend, have been transferred to the aforesaid IEPF Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov. in) along with requisite fee as decided by the IEPF Authority from time to time.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

During the year under review, the Policy on Prevention of Sexual Harassment at work place is not applicable to the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the corporate governance provisions are not applicable to the Company as the Companys paid-up Equity Share Capital does not exceed Rs. 10 Crores and Net Worth does not exceed Rs. 25 Crores during the year under review.

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.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,

2016 ("IBC") DURING THE YEAR ALONG WITH ITS STATUS AS AT

THE END OF FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,

2016 during the year along with their status as at the end of the financial year is not applicable.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not entered into one-time settlement for any loan or credit facilities from any Bank or Financial Institutions been made during the period under review.

MAINTENANCE OF COST RECORDS AND COST AUDIT

During the year under review, provisions of Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 read with Section 148(1) and rule 3 and 4 of the Companies (Cost Records and Audit) Rules, 2014 were not applicable on the Company.

Further, there was no requirement for appointment of Cost Auditor for the

Company for conducting Cost Audit for the financial year ended March

31, 2023.

OTHER DISCLOSURES

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

2. There was no change in nature of business of the company during the year;

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

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

ACKNOWLEDGMENT

Your Directors would like to express their gratitude to the shareholders for reposing unstinted trust and confidence in the management of the

Company and will also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended by our bankers, customers, Government & Non-Government Agencies & various other stakeholders.

Your Directors also place on record their appreciation of the vital contribution made by employees at all levels and their unstinted support, hard work, solidarity, cooperation and stellar performance during the year under review

	For and on behalf of the Board of Directors
	For KJMC Financial Services Limited
	Inderchand Jain
	Chairperson
	DIN: 00178901
Place: Mumbai
Date: August 09, 2023