KJMC Financial Services Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 31st Annual Report of the KJMC Financial Services Limited (KFSL), together with the Audited Financial Statements of the Company for the financial year ended March 31,2019. The consolidated performances of the Company and its subsidiaries have been referred to wherever required.

FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31,2019 is summarized below:

(Rs. in "000")
Particulars Year Ended March 31, 2019 Year Ended March 31, 2018 Year Ended March 31, 2019 Year Ended March 31, 2018

Standalone

Consolidated

FINANCIAL RESULTS
Revenue from operations 70,365 69,242 76,692 69,444
Other Income 556 652 3,515 840
Total Revenue 70,921 69,894 80,207 70,284
Total Expenses 69,520 63,871 69,419 64,166
Profit before Tax 1,401 6,023 10,788 6,118
Less: Provision for Tax
-Current Tax - - 1835 973
- Deferred Tax 340 1049 228 1,049
- MAT Credit - - (1837) (964)
- Prior period taxes 47 - 47 2
Profit/(loss) after tax 1014 4974 5,058 5,058
Share in Associates profit/(Loss) NA NA (1081) 1,350
Profit/(loss) for the year 1,014 4,974 9,434 6,408
APPROPRIATIONS
Profit/(loss) for the year 1,014 4,974 9,434 6,408
Add: Balance brought forward from previous year 31,972 28,116 32,277 26,988
Amount available for appropriations 32,986 33,091 32,277 33,396
Less: Appropriations
Special Reserve 203 995 203 995
General Reserve 25 124 25 124
Balance carried to Balance Sheet 32,757 31,972 41,484 32,277
EPS
-Basic 0.21 1.04 1.97 1.34
-Diluted 0.21 1.04 1.97 1.34

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

On standalone basis, your Company earned the gross income of Rs 709.21 Lakhs as against Rs 698.94 Lakhs in the previous year. The total expenditure during the year under review was Rs 695.20 Lakhs as against Rs 638.71 Lakhs in the previous year. The Net Profit after tax was Rs 10.14 Lakhs as against Rs 49.74 Lakhs in the previous year.

On consolidated basis, your Company earned the gross income of Rs 802.07 Lakhs as against Rs 702.84 Lakhs in the previous year. The total expenditure during the year under review was Rs 694.19 Lakhs as against Rs 641.66 Lakhs in the previous year. The Net Profit after tax was Rs 94.34 Lakhs as against Rs 64.08 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 2018-19, together with the Auditors Report form part of this Annual Report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES AND ASSOCIATES 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 is annexed to this report.

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.kjmcfinserv.com.

Brief Financial and Operation of subsidiary companies are given hereunder:

(i) KJMC Asset Management Company Limited: It earned gross income of Rs 106.97 Lakhs as against Rs 10.62 Lakhs in the previous year. The total expenditure during the year under review was Rs 11.01 Lakhs as against Rs 10.58 Lakhs in the previous year. The Net Profit after tax was Rs 95.96 Lakhs as against Rs 0.04 Lakhs in the previous year.

(ii) KJMC Investment Trust Company Limited: It earned gross income of Rs 0.97 Lakhs as against Rs 0.96 Lakhs in the previous year. The total expenditure during the year under review was Rs 0.61 Lakhs as against Rs 0.68 Lakhs in the previous year. The Net Profit after tax was Rs 0.37 Lakhs as against Rs 0.20 Lakhs in the previous year.

(iii) KJMC Trading & Agency Limited: It earned gross income of Rs 1.98 Lakhs as against Rs 1.62 Lakhs in the previous year. The total expenditure during the year under review was Rs 5.07 Lakhs as against Rs 0.99 Lakhs in the previous year. The Net Profit after tax was Rs (1.33) Lakhs as against Rs 0.61 Lakhs in the previous year.

Associates

(i) KJMC Platinum Builders Private Limited: It earned gross income of Rs 10.74 Lakhs as against Rs 10.69 Lakhs in the previous year. The total expenditure during the year under review was Rs 5.95 Lakhs as against Rs 5.68 Lakhs in the previous year. The Net Profit after tax was Rs 2.30 Lakhs as against Rs 4.49 Lakhs in the previous year.

(ii) KJMC Reality Pvt. Ltd. has ceased to be the associate of the Company w.e.f. March 29, 2019.

DIVIDEND

In order to conserve the resources for operations of the Company, your Directors regret their inability to recommend any dividend for the year under review.

TRANSFER TO RESERVES

The Company proposes to transfer Rs 0.25 Lakhs to the general reserve and Rs. 2.03 Lakhs to Special Reserves out of the amount available for appropriation and an amount of Rs 327.57 Lakhs is proposed to be retained in the profit and loss account.

RBI PRUDENTIAL NORMS

Since the Company does not accept and hold any public deposits, the NonBanking 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, 2019 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://kjmcfinserv.com/ investor_relation

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors held Four (4) 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 Annual Report.

COMMITTEES OF THE BOARD

The Company has constituted/reconstituted various level committees in accordance with the requirements of Companies Act, 2013 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

The Audit Committee comprises of Shri S C Aythora (Chairman and Independent Director), Shri Inderchand Jain (Non-Executive NonIndependent Director) and Nitin Kulkarni (Independent Director). During the year 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, Three (3) Nomination and Remuneration Committee Meetings were 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, Eleven (11) 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, Five (5) Credit and Investment Committee Meetings were 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 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, 2019, 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 profit of the Company for that period;

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 31,2019 on a going concern basis;

e. the Directors have laid down internal financial controls to be followed y 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 Nonexecutive Directors including Independent Directors to such an extent as may be applicable to them depending on their roles and responsibilities. The Codes 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 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 2018-19, 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, 2014is annexed herewith and forms part of this report.

During the year under review, the Company 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://kjmcfinserv.com/ investor_relation

The details of the related party transactions as per Accounting Standards (AS) - 18 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

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.

During the reporting period there was no foreign exchange earning but incurred an expenditure of Rs 1.01 lakhs as against Rs 11.22 Lakhs in the previous year.

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 performance of 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, Mr. Girish Jain (DIN: 00151673) Non-Executive Director 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. Girish Jain as Director of the Company liable to retire by rotation

Mr. S.C. Aythora and Mr. Nitin Kulkarni were appointed as Independent Directors at the 26th Annual General Meeting (AGM) held on September 27, 2014 for a period of five years. Based on the recommendation of the Nomination and Remuneration Committee, their re-appointment for a second term of five years is proposed at the ensuing AGM for the approval of the Members by way of Special Resolution.

Mr. Kartik Konar has ceased to be Chief Financial Officer (KMP) of the Company w.e.f January 23, 2019 and Mr. Pradeep Poddar has been appointed as Chief Financial Officer (KMP) of the Company w.e.f. January 24, 2019.

Ms. Kanak Lata Jain has Ceased to be the Company Secretary and Compliance Officer (KMP) of the Company w.e.f. May 31,2019 and Mr. Akash Anchan has been appointed as the Company Secretary and Compliance Officer of the Company (KMP) w.e.f. June 01,2019

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

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 2018-19;

Non-executive Directors Ratio to median remuneration
Mr. Inderchand Jain 0.0307
Mr. S.C. Aythora 0.0414
Mr. Nitin Kulkarni 0.0414
Mrs. Aditi Jain 0.0291
Mr. Girish Jain 0.0245
Executive Directors
Mr. Rajnesh Jain 6.7444

The median remuneration is calculated based on the salary paid during the financial year to employees on payroll as on March 31,2019.

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. 2018-19
Mr. Inderchand Jain Non Executive Director -
Mr. S.C. Aythora Non Executive Director -
Mr. Nitin Kulkarni Non Executive Director -
Mr. Girish Jain Non Executive Director -
Mrs. Aditi Jain Non Executive Director -
Mr. Rajnesh Jain Whole Time Director -
Ms.Kanak Jain Company Secretary *
Mr. Kartik Konar (resigned on 23.01.2019) Chief Financial Officer 10%
Mr. Pradeep Poddar (Appointed on 24.01.2019) Chief Financial Officer *

* Mr. Pradeep Poddar and Ms. Kanak Jain have 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: 6%

iv. The number of permanent employees on the rolls of Company as on March 31,2019: 9(Nine)

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:

The average percentile increase in the salaries of the employees other than the managerial personnel in was 6% and there has been no increase in the managerial remuneration in the FY 2018-19.

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 31,2019.

The increments given to employees are based on their potential, performance and contribution, which is also, benchmarked against applicable industry norms

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.

STATUTORY AUDITOR

In terms of the provisions of Section 139 of the Companies Act, 2013, the term of office of M/s. K. S. Aiyar & Co., Chartered Accountants will end at the conclusion of the ensuing Annual General Meeting. The Board places on record its appreciation for services rendered by M/s. K. S. Aiyar & Co., Chartered Accountants as Statutory Auditors of the Company.

The Board of Directors, on recommendation of Audit Committee, at their meeting held on August 22, 2019, has recommended appointment of M/s. V. P. Thacker & Co. (Firm Registration No. 118696W), as Statutory Auditors of the Company. The aforementioned appointment is subject to approval of the members at the ensuing Annual General Meeting (AGM). Accordingly, resolution for appointment of M/s. V. P. Thacker & Co. as the Statutory Auditors of the Company for a period of three (3) consecutive years from the conclusion of the 31st Annual General Meeting till the conclusion of the 34th Annual General Meeting is proposed by the Board for approval of the members at the ensuing AGM and is mentioned in the Notice of Annual General Meeting which forms part of Annual report.

The Independent Auditors Report for the financial year ended March 31, 2019 on the financial statements of the Company forms part of Annual report.

The Auditors Report for the financial year ended March 31,2019 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 2019-20.

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 Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks or disclaimer, is annexed and forms part of this 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 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 www.kjmcfinserv.com.

SHARE CAPITAL

The Authorised share capital of your Company as on March 31,2019, was Rs 50,00,00,000. The issued subscribed and paid up share capital of your Company as on March 31,2019 was Rs 4,78,57,400 comprising of 4,78,574 equity shares of Rs 10/- each. During the reporting period, the Company has not altered its share capital.

LISTING OF SHARES

The 4,78,574 Equity Shares of the Company are listed on BSE Limited. The annual listing fee for the financial year 2019-20 has been paid to BSE Limited (BSE).

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, 2019.

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

SCHEME OF AMALGAMATION

Pursuant to the provision of section 230 to 232 and other applicable provision of the Companies Act 2013 read with the relevant rules of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and subject to the approval of the National Company Law Tribunal (NCLT) and other concerned authorities, the Board of Directors at their meeting held on January 23, 2019 had considered and approved the Scheme of Amalgamation of KJMC Asset Management Company Limited, Wholly Owned Subsidiary ("the First transferor company") and KJMC Investment Trust Company Limited, Wholly Owned Subsidiary ("the Second Transferor Company") with KJMC Financial Services Limited ("the Transferee Company") and their respective shareholders .

The Company has made an application to NCLT on March 25, 2019. On August 08, 2019, the Company Scheme Petition was admitted by NCLT, Mumbai Bench and the Company has received requisite directions from NCLT to convene the meeting of Equity shareholders and creditors of the Company. The Company has taken necessary steps as per the direction given by NCLT to convene the meetings of Equity shareholders, secured creditors and unsecured creditors.

Pending approval of the NCLT and other statutory authorities, no effect of the proposed scheme has been given in the financial statements of the Company for the financial year ended March 31,2019.

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. Pradeep Poddar, 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 31,2019 was placed before the Board of Directors of the Company at its meeting held on May 22, 2019.

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
Place: Mumbai
Date: August 22, 2019