To The Members, KJMC Financial Services Limited
Registered Office Address: -162, Atlanta, 16th Floor, Nariman Point,
Mumbai-400021.
Your Board of Directors ("Board") have pleasure in presenting the 37th
(Thirty Seventh) 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, 2025.
FINANCIAL RESULTS AND STATE OF COMPANY'S AFFAIRS
The performance of the Company on standalone basis and on consolidated basis for the
financial year ended March 31, 2025 is summarized below:
(Rs. in ‘000')
Particulars |
Standalone |
Consolidated |
|
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Revenue from |
49,223 |
46,306 |
49,219 |
46,306 |
Operations |
|
|
|
|
Other Income |
3,018 |
626 |
4,459 |
1,425 |
Total Revenue |
52,241 |
46,932 |
53,678 |
47,731 |
Total Expenses |
40,262 |
33,204 |
40,547 |
33,468 |
Profit before Tax |
11,979 |
13,728 |
13,131 |
14,263 |
Less: Provision for |
- |
|
- |
|
Tax |
|
|
|
|
- Current Tax |
994 |
401 |
994 |
401 |
- Deferred Tax |
2,868 |
4,292 |
2,868 |
4,292 |
- Earlier year |
(6) |
- |
43 |
- |
Provision Written off |
|
|
|
|
Profit/(loss) after |
8,123 |
9,035 |
9,226 |
9,570 |
tax |
|
|
|
|
Share in Associates' |
- |
- |
(741) |
(952) |
profit/(Loss) |
|
|
|
|
Profit/(loss) for the |
8,123 |
9,035 |
8,485 |
8,618 |
year |
|
|
|
|
Appropriations: |
- |
|
- |
|
Profit/(loss) for the |
8,123 |
9,035 |
8,485 |
8,618 |
year |
|
|
|
|
Add: Balance |
(18,551) |
(25,779) |
(22,327) |
(29,138) |
brought forward from |
|
|
|
|
previous year |
|
|
|
|
Amount available for |
(10428) |
(16,744) |
(13,842) |
(20,520) |
appropriations |
|
|
|
|
Less: |
|
|
|
|
Appropriations |
|
|
|
|
Special Reserve |
1,625 |
1,807 |
1,625 |
1,807 |
Balance carried to |
(12,053) |
(18,551) |
(15,467) |
(22,327) |
Balance Sheet |
|
|
|
|
EPS |
|
|
|
|
-Basic |
1.70 |
1.89 |
1.77 |
1.80 |
-Diluted |
1.70 |
1.89 |
1.77 |
1.80 |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
On standalone basis, your Company earned the gross income of Rs. 522.41 lakhs as
against Rs. 469.32 lakhs in the previous year. The total expenditure during the year under
review was Rs. 402.62 lakhs as against Rs. 332.04 lakhs in the previous year. The Net
Profit after tax before OCI was Rs. 81.23 lakhs as against Rs. 90.35 lakhs in the previous
year. On consolidated basis, your Company earned the gross income of Rs 536.78 lakhs as
against Rs 477.31 lakhs in the previous year. The total expenditure during the year under
review was Rs 405.47 lakhs as against Rs 334.68 lakhs in the previous year. The Net Profit
after tax before OCI was Rs 84.85 lakhs as against Rs 86.18 lakhs in the previous year.
There was no change in the nature of business of the Company.
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 2024-25,
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 statements of 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 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. The financial statements including the CFS, and
all other documents required to be attached to this report are also available on the
website of the Company i.e. https://www.kjmcfinserv.com/investor-relations/subsidiary-companies-accounts.
Brief performance and financial position of given hereunder:
KJMC Trading & Agency Limited, the wholly owned subsidiary of the Company earned
gross income of Rs 16.01 lakhs as against Rs 12.24 lakhs in the previous year. The total
expenditure during the year under review was Rs 2.88 lakhs as against Rs 6.87 lakhs in the
previous year. The Net Profit after tax was Rs 13.13 lakhs as against Rs 5.37 lakhs in the
previous year.
Brief performance and financial position of associate company is given hereunder:
KJMC Platinum Builders Private Limited, an Associate Company earned gross income of Rs
31.09 lakhs as against Rs 13.20 lakhs in the previous year. The total expenditure during
the year under review was Rs 52.84 lakhs as against Rs 39.08 lakhs in the previous year.
The Net Loss after tax was Rs (21.76) lakhs as against Net Loss after tax of Rs 27.97
lakhs in the previous year.
SHARE CAPITAL
The Authorised share capital of the Company as on March 31, 2025, was Rs 62,15,00,000
(Rupees Sixty Two Crores Fifteen lakhs Only). Further, the issued, subscribed and paid-up
share capital of the Company as on March 31, 2025 was Rs 4,78,57,400 (Rupees Four Crores
Seventy Eight Lakhs Fifty Seven Thousand Four Hundred Only) comprising of 47,85,740 equity
shares of Rs 10/- each. There was no change in the Capital structure of the Company during
the reporting period.
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 16.25 Lakhs to Special Reserves out of the amount
available for appropriation and an amount of Rs 64.98 Lakhs is proposed to be retained in
the profit and loss account
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.
INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has adopted Indian Accounting Standards (‘IND AS') and accordingly,
the financial statements for the year 2024-25 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
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 2024-25 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
https://www.
kjmcfinserv.com/investor-relations/annual-reports.
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2024-25, 5 (five) meetings of the Board of Directors 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
The Company has constituted committees in accordance with the requirements of the
Companies Act, 2013, SEBI (LODR) Regulations, 2015, and Guidelines issued by the Reserve
Bank of India 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
The constitution of the Audit Committee is in compliance with the provisions of Section
177 of the Companies Act, 2013, read with Regulation 18 of SEBI LODR 2015 and provisions
as applicable to NBFC Company. They possess sound knowledge on Accounts, Audit, Finance,
Taxation, Internal Controls etc. During the year under review, 4 (four) Audit Committee
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.
*The composition of the Committee was re-constituted at Board meeting held on August
16, 2024, with the following members:
1. Mr. Shyam Khandelwal – Chairman (Non-Executive Independent Director)
2. Mr. Suhas Sahakari – Member (Non-Executive Independent Director)
3. Mr. Anil Sampat – Member (Non-Executive Independent Director)
4. Late Mr. Inderchand Jain – Member (Non-Executive Director) *The composition of
the committee was re-constituted on August 16, 2024, and Mr. Shyam Khandelwal and Mr.
Suhas Sahakari, Independent Directors of the Company were appointed as Chairman and Member
of the Committee in place of Mr. Sureshchandra Chhanalal Aythora and Mr. Nitin Vasant
Kulkarni respectively.
**Due to sad demise of Late Mr. Inderchand Jain the composition of the Committee was
re-constituted at Board meeting held on May 28, 2025, with the following members:
1. Mr. Shyam Khandelwal – Chairman (Non-Executive Independent Director)
2. Mr. Suhas Sahakari – Member (Non-Executive Independent Director)
3. Mr. Anil Sampat – Member (Non-Executive Independent Director)
4. Mr. Girish Jain – Member (Non-Executive Director)
** Due to sad demise of Shri. Inderchand Jain, Member of the Committee (Non-Executive
Director), the composition of the committee was reconstituted on May 28, 2025 and Mr
Girish Jain, Non-Executive Director of the Company was appointed in place of Late. Shri.
Inderchand Jain as a Member of the Committee.
NOMINATION AND REMUNERATION COMMITTE
During the year under review 3 (three) Nomination and Remuneration Committee Meetings
were held. The details pertaining to composition of Nomination and Remuneration Committee,
details of meetings held during the year under review 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.
*The composition of the Committee was re-constituted at Board meeting held on August
16, 2024, with the following members:
1. Mr. Suhas Sahakari – Chairman (Non-Executive Independent Director)
2. Mr. Shyam Khandelwal– Member (Non-Executive Independent Director)
3. Mr. Girish Jain – Member (Non-Executive Independent Director) *The composition
of the committee was re-constituted on August 16, 2024, and Mr. Suhas Sahakari and Mr.
Shyam Khandelwal, Independent Directors of the Company were appointed as Chairman and
Member of the Committee in place of Mr. Sureshchandra Chhanalal Aythora and Mr. Nitin
Vasant Kulkarni respectively.
STAKEHOLDERS RELATIONSHIP COMMITTEE
During the year under review 1 (one) Stakeholders Relationship Committee Meeting was
held. Stakeholders Relationship Committee has been formed as per the provisions of Section
178 of the Companies Act, 2013 and SEBI Listing Regulations. The details pertaining to
composition of Stakeholders Relationship Committee, details of meeting held during the
year under review and the attendance of the members of the Stakeholders Relationship
Committee are provided in the Corporate Governance Report forms part of the annual report.
*The composition of the Committee was re-constituted at Board meeting held on August
16, 2024, with the following members:
1. Late Mr. Inderchand Jain– Chairman (Non-Executive Director)
2. Mr. Girish Jain – Member (Non-Executive Director)
3. Mr. Rajnesh Jain – Member (Executive Director)
4. Mr. Shyam Khandelwal – Member (Non-Executive Independent Director) *The
composition of the committee was re-constituted on August 16, 2024, and Mr. Shyam
Khandelwal, Independent Director of the Company was appointed as Member of the Committee
in place of Mr. Nitin Vasant Kulkarni.
**Due to sad demise of Late Mr. Inderchand Jain the composition of the Committee was
re-constituted at Board meeting held on May 28, 2025, with the following members:
1. Mr. Girish Jain – Chairman (Non-Executive Director)
2. Mr. Rajnesh Jain – Member (Executive Director)
3. Mr. Shyam Khandelwal – Member (Non-Executive Independent Director)
** Due to sad demise of Shri. Inderchand Jain, Chairman of the Committee (Non-Executive
Director), the composition of the committee was re-constituted on May 28, 2025 and Mr
Girish Jain, Non-Executive Director of the Company was appointed in place of Late. Shri.
Inderchand Jain as a Chairman of the Committee.
CREDIT & INVESTMENT COMMITTEE
The Board of Directors of the Company has, pursuant to the guidelines issued by Reserve
Bank of India for NBFC, formed Credit and Investment
Committee to deal with the matters related to extending loans and making investments.
During the year under review, no meetings were held. The details pertaining to composition
of Credit and Investment Committee are provided in the Corporate Governance Report forms
part of the annual report.
*Due to sad demise of Late Mr. Inderchand Jain the composition of the Committee was
re-constituted at Board meeting held on May 28, 2025, with the following members:
1. Mr. Girish Jain – Chairman (Non-Executive Director)
2. Mr. Rajnesh Jain – Member (Executive Director)
*Due to sad demise of Shri. Inderchand Jain, Chairman of the Committee (Non-Executive
Director), the composition of the committee was reconstituted on May 28, 2025 and Mr
Girish Jain, Non-Executive Director of the Company was appointed in place of Late. Shri.
Inderchand Jain as a Chairman of the Committee.
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 forms part of the annual report.
*Due to sad demise of Late Mr. Inderchand Jain the composition of the Committee was
re-constituted at Board meeting held on May 28, 2025, with the following members:
1. Mr. Girish Jain – Chairman (Non-Executive Director)
2. Mr. Rajnesh Jain – Member (Executive Director)
*Due to sad demise of Shri. Inderchand Jain, Chairman of the Committee (Non-Executive
Director), the composition of the committee was reconstituted on May 28, 2025 and Mr
Girish Jain, Non-Executive Director of the Company was appointed in place of Late. Shri.
Inderchand Jain as a Chairman of the Committee.
IT STRATEGY COMMITTEE
During the year under review, 1 (one) IT Strategy Committee Meeting was 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 forms
part of the annual report.
*The composition of the Committee was re-constituted at Board meeting held on September
25, 2024, with the following members;
1. Mr. Rajnesh Jain- Chairman (Executive Director)
2. Mr. Sajjan Bawri- Member (Chief Financial Officer & Chief Information Officer)
3. Mr. Raj Randhawa-Member
*The composition of the committee was re-constituted on September 25, 2024, as Mr.
Nitin Vasant Kulkarni, Independent Director of the Company has retired by completing his
second term from the Board of the Company and appointed Mr. Rajnesh Jain, Executive
Director of the Company as the Chairman of the Committee in place of Mr. Nitin Vasant
Kulkarni.
**The composition of the Committee was re-constituted at Board meeting held on May 28,
2025, with the following members;
1. Mr. Rajnesh Jain- Chairman (Executive Director)
2. Mr. Raj Randhawa-Member
3. Mr. Girish Jain – (Non-Executive Director)
**The composition of the committee was re-constituted on May 28, 2025, as Mr. Sajjan
Bawri, Chief Financial Officer & Chief Information Officer of the Company has tendered
his resignation from the Company.
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, 2025, 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 judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at the end of the
financial year and of the Profit of the Company for the year ended March 31, 2025; 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, 2025 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 Members at the 32nd Annual General Meeting (‘AGM') of the Company
held on December 24, 2020, had approved the appointment of M/s. Batliboi & Purohit,
Chartered Accountants (Firm Registration No. 101048W), as the Statutory Auditors of the
Company to hold office from the conclusion of the 32nd AGM till the conclusion
of the 37th AGM to be held in the year 2025.
Upon completion of their term, and after evaluating various parameters including
industry experience, audit team competency, efficiency in audit execution, and
independence, the Board of Directors of the Company (‘Board'), based on the
recommendation of the Audit Committee, has proposed the appointment of M/s. V P Thacker
& Co., Chartered Accountants (Firm Registration No. 118696W), as the Statutory
Auditors of the Company for a first term of five (5) consecutive years from the conclusion
of the 37th AGM till the conclusion of the 42nd AGM to be held in
the year 2030.
M/s. V P Thacker & Co., Chartered Accountants, established in 1999, along with its
associate consulting entities, offers comprehensive services in audit, tax, corporate
finance, risk, and business process advisory. The firm has consented to its appointment
and confirmed that it meets the eligibility criteria under Sections 139, 141, and other
applicable provisions of the Companies Act, 2013 and the rules framed thereunder,
including confirmation that the appointment is within the limits specified under Section
141(3)(g) of the Act
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of
the Companies Act, 2013 and Rules framed thereunder (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force) M/s Aabid &
Co , Company Secretaries, are appointed as Secretarial Auditors of the Company to conduct
secretarial audit of the Company for a term of 5 (Five) consecutive years with effect from
April 01, 2025 until March 31, 2030, on such remuneration, as recommended by the Audit
Committee and as may be mutually agreed between the Board of Directors of the Company and
the Secretarial Auditors, from time to time.
The Report of the Secretarial Auditors issued by M/s Rathi & Associates, Company
Secretaries for the FY 2024-25 forms part of the Annual Report. The Report of the
Secretarial Auditor for FY 25 is annexed herewith as Annexure – C. The said
Secretarial Audit Report does not contain any qualification, reservations, adverse remarks
or disclaimer.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, the Company had reappointed M/s Sanjay Raja Jain &
Co., as internal auditors of the Company to conduct internal audit for the financial year
2025-26. The Company has been receiving the reports on internal controls and systems
implemented by the Company at a periodic interval and no lapse have been noticed during
the period under review.
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 Company's business, 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 Company's 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 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 Company being registered Non-Banking Finance Company, 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 its related parties, during the
financial year 2024-25, were in ordinary course of business and at arm's 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; https://kjmcfinserv.com/investor-relations/codes-and-policies. 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 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 period from end of the financial year to which these
financial statements relate and on the date of this report.
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 on Your Company,
being a conservation of energy Non-Banking Financial |
(ii) |
the steps taken by the Company Company
requires minimal for utilizing alternate sources of energy consumption and energy every
attempt is made to ensure optimal use of energy, avoid wastages and conserve energy as far
as possible. Further, the Company believes in conserving the natural resources and take
such steps from time to time for optimum utilization of energy. |
(iii) |
the capital investment on energy Nil
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 earnings and expenditure in foreign currency.
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 and 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
TheNominationandRemunerationCommitteeoftheCompanyhaslaiddown the criteria for
performance evaluation of the Board and individual directors including the Independent
Directors and Chairperson covering various aspects of the Board's 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.
Annual evaluation of performance of Non-Independent Directors, the Board as a whole and
the Chairperson of the Company was carried out, 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
As on March 31, 2025, the Board of Directors of the Company comprises of 7 (Seven)
Directors consisting of a Whole-Time Director and 6 (Six) 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 were disqualified under Section 164 (2) of the Act to hold their
respective offices.
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. 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. Girish Jain (DIN: 00151673)
as Director of the Company liable to retire by rotation. Mr. Girish Jain (DIN: 00151673)
being eligible has offered himself for re-appointment. A resolution seeking shareholder's
approval for his re-appointment along with the required details forms part of the Notice
of AGM.
The Board of Directors of the Company at its meeting held on August 10, 2024, basis the
recommendation of the NRC and based on the evaluation of the balance of skills, knowledge,
experience and expertise considered and approved the appointment of Mr. Suhas Sahakari
(DIN: 08168414) and Mr, Shyam Ramsharan Khandelwal (DIN: 05147157) as Additional Directors
(Non-Executive, Independent) for a period of 2 (Two consecutive years commencing from
August 10, 2024, who is not liable to retire by rotation. The said appointment was
subsequently approved by the Members at 36th Annual General Meeting held on
September 24, 2024.
During the year under review, the tenure of Mr. Nitin Kulkarni (DIN: 02297383) and Mr.
Sureshchandra Aythora (DIN: 00085407), Non-Executive, Independent Directors ended on 25
September, 2024 after completion of their second term. The Board placed on records its
appreciation towards Mr. Nitin Kulkarni (DIN: 02297383) and Mr. Sureshchandra Aythora
(DIN: 00085407) for their valuable guidance and services rendered by them during their
tenure as an Independent Directors of the Company.
Further, the Board, with profound grief, regretfully informs the the demise of Shri
Inderchand Jain (DIN: 00178901), Chairman and Promoter (Non- Executive and Non-Independent
Director), aged 85 years, on March 01, 2025. Shri Inderchand Jain, the founder of the
Company, played a pivotal role in establishing and nurturing its growth, making it a
distinguished name in the business of financial services..
The Board on the recommendation of NRC and in accordance with provisions Section 149,
152 of the Act read with Schedule IV and all other applicable provisions of the Companies
Act, 2013 and Regulations 16(1)(b) and 17 of the Listing Regulations, has re-appointed Mr.
Vijay Indukumar Joshi (DIN: 00151550), as a Non-Executive Independent Director for the
second consecutive term 3(three) consecutive years with effect from September 07, 2025 up
to the conclusion of the 40th AGM of the Company to be held in respect of
Financial Year ending 31st March, 2028.
Further, Mr. Behla Tambawala ceased to be the Company Secretary and Compliance Officer
(KMP) of the Company w.e.f April 19, 2024 and Ms. Khushbu Bohra , 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. May 13, 2024.
DECLARATION OF INDEPENDENCE
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)
of the Act and applicable rules made thereunder.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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 Company's 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. 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 2024-25;
Directors |
Ratio to median |
|
remuneration |
Non-Executive Directors* |
|
Late Mr. Inderchand Jain |
0.037 |
Mr. Girish Jain |
0.036 |
Mrs. Shraddha Jain |
0.031 |
Mr. Vijay Joshi |
0.025 |
Mr. Anil Sampat |
0.044 |
Mr. Nitin Kulkarni |
0.025 |
Mr. S.C. Aythora |
0.025 |
Mr. Shyam Ramsharan Khandelwal |
0.029 |
Mr. Suhas Narayan Sahakari |
0.022 |
Executive Director |
|
Mr. Rajnesh Jain |
5.75 |
*Sitting fees paid to all the Non-Executive Directors of the Company. The median
remuneration is calculated based on the salary paid during the financial year to employees
on payroll as on March 31, 2025.
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. 2024-25 |
Late Mr. Inderchand |
Non-Executive Director |
Not applicable |
Jain* |
& Chairperson |
|
Mr. S.C. Aythora* |
Non-Executive |
Not applicable |
|
Independent Director |
|
Mr. Nitin Kulkarni* |
Non-Executive |
Not applicable |
|
Independent Director |
|
Mr. Anil Sampat* |
Non-Executive |
Not applicable |
|
Independent Director |
|
Mr. Vijay Joshi* |
Non-Executive |
Not applicable |
|
Independent Director |
|
Mr. Shyam |
Non-Executive |
Not applicable |
Khandelwal* |
Independent Director |
|
Mr. Suhas Sahakari* |
Non-Executive |
Not applicable |
|
Independent Director |
|
Mr. Girish Jain* |
Non-Executive Director |
Not applicable |
Mrs. Shraddha Jain* |
Non-Executive Director |
Not applicable |
Mr. Rajnesh Jain |
Whole-Time Director |
Nil |
Mr. Behla Murtaza |
Company Secretary & |
Not Applicable |
Tambawala |
Compliance Officer |
|
(Resigned w.e.f April |
|
|
19, 2024) |
|
|
Ms. Khushbu Bohra |
Company Secretary & |
Not applicable |
(Appointed w.e.f May |
Compliance Officer |
|
13, 2024) |
|
|
*entitled only for sitting fees iii. The percentage increase in the median
remuneration of employees in the financial year: there wasno increase in the median
remuneration of employees. iv. The number of permanent employees on the rolls of
Company as on March 31, 2025: 6 (Six) 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. vi. Affirmation that the remuneration 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. 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 Company's website at https://kjmcfinserv.com/investor-relations/codes-and-policies.
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 Company's 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 https://
kjmcfinserv.com/investor-relations/codes-and-policies.
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.
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. asperthe remuneration 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.
ADHERENCE TO PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961:
The Company confirms its compliance with the provisions of the Maternity Benefit Act,
1961 and the rules made thereunder. All applicable benefits, including paid maternity
leave, nursing breaks, and other entitlements under the Act, are duly extended to eligible
women employees. The Company remains committed to fostering a supportive and inclusive
workplace in accordance with the statutory requirements and best practices.
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.
DETAILSOFAPPLICATIONMADEORANYPROCEEDINGISPENDING 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
DONEATTHETIMEOFONETIMESETTLEMENTANDTHEVALUATION 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.
OTHER DISCLOSURES
The Board of Directors confirm that no disclosure or reporting is required in respect
of the following matters as there were no transactions on these matters during the
financial year 2024-25: 1. issue of equity shares with differential rights as to dividend,
voting or otherwise;
2. Issue of sweat equity shares to its directors or employees;
3. Non-exercising of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies
(Share Capital and Debentures) Rules, 2014; 4. revision of financial statements and
Board's Report of the Company pertaining to previous financial years, 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.
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