Directors Report of KJMC Financial Services Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 36^th 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, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

The performance of the Company on standalone and on consolidated basis for the financial year ended March 31,2024 is summarized below:

Particulars	Standalone		Consolidated
	Year ended March 31, 2024	Year ended March 31,2023	Year ended March 31, 2024	Year ended March 31,2023
Revenue from Operations	46,306	28,850	46,306	28,850
Other Income	626	2,024	1,425	2,341
Total Revenue	46,932	30,874	47,731	31,191
Total Expenses	33,204	37,176	33,468	37,743
Profit before Tax	13,728	(6,302)	14,263	(6,552)
Less: Provision for Tax
- Current Tax	401	-	401	-
- Deferred Tax	4,292	2,634	4,292	2,634
- Earlier year Provision Written off	-	-	-	-
- MAT Credit Written off	-	-	-	-
Profit/(loss) after tax	9,035	(8,936)	9,570	(9,186)
Share in Associates'' profit/ (Loss)	-	-	(952)	(30)
Profit/(loss) for the year	9,035	(8,936)	8,618	(9,216)
Appropriations:
Profit/(loss) for the year	9,035	(8,936)	8,618	(9,216)
Add: Balance brought forward from previous year	(25,779)	(16,843)	(29,138)	(19,922)
Amount available for appropriations	(16,744)	(25,779)	(20,520)	(29,138)
Less: Appropriations
Special Reserve	1,807	-	1,807	-
General Reserve	-	-	-	-
Balance carried to Balance Sheet	(18,551)	(25,779)	(22,327)	(29,138)
EPS
-Basic	1.89	(1.87)	1.80	(1.93)
-Diluted	1.89	(1.87)	1.80	(1.93)

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

On standalone basis, your Company earned the gross income of Rs. 469.32 lakhs as against Rs. 308.74 lakhs in the previous year. The total expenditure during the year under review was Rs. 332.04 lakhs as against Rs. 371.76 lakhs in the previous year. The Net Profit after tax before OCI was Rs. 90.35 lakhs as against Net Loss after tax before OCI of Rs. 89.36 lakhs in the previous year.

On consolidated basis, your Company earned the gross income of Rs 477.31 lakhs as against Rs 311.91 lakhs in the previous year. The total expenditure during the year under review was Rs 334.68 lakhs as against Rs 377.43 lakhs in the previous year. The Net Profit after tax before OCI was Rs 86.18 lakhs as against Net Loss after tax before OCI of Rs 92.16 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 2023-24, 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 subsidiary company is given hereunder:

KJMC Trading & Agency Limited, the wholly owned subsidiary of the Company earned gross income of Rs 12.24 lakhs as against Rs 14.30 lakhs in the previous year. The total expenditure during the year under review was Rs 6.87 lakhs as against Rs 16.81 lakhs in the previous year. The Net Profit after tax was Rs 5.37 lakhs as against Net Loss after tax of Rs 2.51 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 13.20 lakhs as against Rs 3.94 lakhs in the previous year. The total expenditure during the year under review was Rs 39.08 lakhs as against Rs 1.34 lakhs in the previous year. The Net Loss after tax was Rs 27.97 lakhs as against Net Loss after tax of Rs 0.88 lakhs in the previous year.

SHARE CAPITAL

The Authorised share capital of the Company as on March 31, 2024, was Rs 62,15,00,000. Further, the issued, subscribed and paid-up share capital of the Company as on March 31, 2024 was Rs 4,78,57,400 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 view of accumulated losses, your directors do not recommend any dividend for the year under review.

TRANSFER TO RESERVES

The Company has not transferred any amount out of the profit to reserves during the financial year 2023-24.

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 2023-24 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 2023-24 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. kimcfinserv.com/investor-relations/annual-reports.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, 4 (four) 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 the Companies Act, 2013, the SEBI Listing Regulations and provisions as applicable to NBFC Company. 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.

NOMINATION AND REMUNERATION COMMITTEE

During the year under review 2 (two) Nomination and Remuneration Committee 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) 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.

CREDIT AND 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, 4 (four) 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 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 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 forms part of the annual report.

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

Pursuant to Section 134 (5) and Section 134(3)(c) 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, 2024, 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 the year ended March 31,2024;

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 31,2024 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 32^nd 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 37^th AGM of the Company.

The said Auditors have confirmed their eligibility for their continuation as Statutory Auditors of the Company.

The Auditors'' Report for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark. Further, notes to 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, 201 3 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Rathi & Associates Practicing Company Secretaries, to

conduct Secretarial Audit for the Financial Year 2023-24.

The Report of the Secretarial Auditors issued by M/s. Rathi & Associates for the FY 2023-24 forms part of the Annual Report.

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 2024-25.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors on the recommendation of the Audit Committee have 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 2024-25.

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 as 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 2023-24, 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 Related Party Transactions 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 conservation of energy	Your Company, being a NonBanking Financial Company requires minimal energy consumption and 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.
(ii)	the steps taken by the Company for utilizing alternate sources of energy
(iii)	the capital investment on energy conservation equipments	Nil

(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:

The total Foreign Exchange Earnings was NIL and the Outflow was Rs. 1,171 (Rs. in ‘000'') during the year under review.

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

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 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 31,2024, 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 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, Mrs. Shraddha Jain (DIN: 00156306), NonExecutive 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 Mrs. Shraddha Jain as Director of the Company liable to retire by rotation. Mrs. Shraddha Jain being eligible has offered herself for re-appointment. A resolution seeking shareholder''s approval for her re-appointment along with the required details forms part of the Notice of AGM.

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 2023-24;

Directors	Ratio to median remuneration
Non-Executive Directors*
Mr. Inderchand Jain	21.90 %
Mr. Anil Sampat	20.81 %
Mr. S.C. Aythora	23.00%
Mr. Nitin Kulkarni	30.67%
Mr. Vijay Joshi	21.90 %
Mrs. Shraddha Jain	17.52%
Mr. Girish Jain	19.71%
Executive Director
Mr. Rajnesh Jain	321.33%

*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 31,2024.

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. 2023-24
Mr. Inderchand JainA	Non-Executive Director & Chairman	Not applicable
Mr. S.C. Aythora*	Non-Executive Independent Director	Not applicable
Mr. Nitin Kulkarni*	Non-Executive Independent Director	Not applicable
Mr. Anil Sampat*	Non-Executive Independent Director	Not applicable
Mr. Vijay Joshi*	Non-Executive Independent Director	Not applicable
Mr. Girish JainA	Non-Executive Director	Not applicable
Mrs. Shraddha JainA	Non-Executive Director	Not applicable
Mr. Rajnesh Jain	Whole-Time Director	Nil
Mr. Behla Murtaza Tambawala (Resigned w.e.f April 19, 2024)	Company Secretary & Compliance Officer	Not Applicable
Ms. Khushbu Bohra (Appointed w.e.f May 13, 2024)	Company Secretary & Compliance Officer	Not applicable

* entitled for sitting fees

^A neither drawn any remuneration nor paid any sitting fees

iii. The percentage increase in the median remuneration of employees in the financial year: there was no increase in the median remuneration of employees.

iv. The number of permanent employees on the rolls of Company as on March 31, 2024: 5 (Five)

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 is as per 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://kimcfinserv.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.

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.

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.

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 2023-24:

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.

ACKNOWLEDGEMENT

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 Chairman DIN: 00178901

Place: Mumbai Date: August 10, 2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report, together with the audited financial statement of the Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2015 is summarized below:

(Rs. in "000")

Standalone

Year Year Particulars Ended Ended 31st March, 31st March, 2015 2014

Total Income 13,379 7,188

Total Expenses 12,289 6,517

Profit before Tax 1,090 671

Less: Provision for Tax

*Current Tax - -

* Deferred Tax (1,193) (366)

* MAT Credit - -

* Prior period taxes 472 -

Profit for the Year before Share in 1,811 1,037 Associates'' profit / Loss

Share in Associates'' Loss NA NA

Profit / (Loss) After Tax 1,811 1,037

Add : Surplus b/f 18,756 17,952

Fixed Assets not having remaining useful life as on 1st April, 2014 (208) -

Disposable Profits 20,358 18,989

Appropriations towards :

Special Reserve 362 207

General Reserve 45 26

Balance carried forward 19,951 18,756

EPS

*Basic 0.48 0.31

*Diluted 0.39 0.25

Consolidated

Year Year Particulars Ended Ended 31st March, 31st March, 2015 2014

Total Income 14,799 7,655

Total Expenses 13,287 7,225

Profit before Tax 1,512 430

Less: Provision for Tax

*Current Tax 41 10

* Deferred Tax (1,193) (366)

* MAT Credit (40) (10)

* Prior period taxes 456 -

Profit for the Year before Share in 2,248 796 Associates'' profit / Loss

Share in Associates'' Loss (56) (42)

Profit / (Loss) After Tax 2,192 754

Add : Surplus b/f 16,739 16,218

Fixed Assets not having remaining useful life as on 1st April, 2014 (208) -

Disposable Profits 18,723 16,972

Appropriations towards :

Special Reserve 362 207

General Reserve 45 26

Balance carried forward 18,316 16,739

EPS

*Basic 0.58 0.23

*Diluted 047 0.18

PERFORMANCE REVIEW

On standalone basis, your Company earned the gross income of Rs. 133.79 Lakhs as against Rs. 71.88 Lakhs in the previous year. The total expenditure during the year under review was Rs. 122.89 Lakhs as against Rs. 65.17 Lakhs in the previous year. The Net Profit after tax was Rs. 18.11 Lakhs as against Rs. 10.37 Lakhs in the previous year.

On consolidated basis, your Company earned the gross income of Rs. 147.99 Lakhs as against Rs. 76.55 Lakhs in the previous year. The total expenditure during the year under review was Rs. 132.87 Lakhs as against Rs. 72.25 Lakhs in the previous year. The Net Profit after tax was Rs. 21.92 Lakhs as against Rs. 7.54 Lakhs in the previous year.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 0.45 Lakhs to the general reserve and Rs. 3.62 Lakhs to Special Reserves out of the amount available for appropriation and an amount of Rs. 199.51 Lakhs is proposed to be retained in the profit and loss account.

SHARE CAPITAL

During the reporting period, your Company has allotted 45000, 0% Compulsory Convertible Preference Shares of Rs. 100/- each (CCPS) at a price of Rs. 250/- per share to Promoter and Part of the Promoters Group of the Company on Preferential basis in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 pursuant to approval of members on special resolution passed through postal ballot on 19th March, 2015. As a result of this, the issued, subscribed and paid up capital of the Company has increased from Rs. 433.57 lacs to Rs. 478.57 lacs.

The 45,000 CCPS are convertible into 450,000 equity shares within 18 months from the date of allotment of CCPS i.e. 25th March, 2015 at an offer price Rs. 25/- per share.

DIVIDEND

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

RBI PRUDENTIAL NORMS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Raghunath Mohanlal Kumar (Din: 00261227), Independent Director of the Company, stepped down from the Board of the Company on 10th November, 2014 due to his ill health. He was associated with the Company since 5th October, 1994.

Mr. Sanjeev Singh Sengar, Company Secretary and Compliance Officer of the Company resigned w.e.f. 15th November, 2014.

The Board places on record their appreciation for the valuable services rendered by Mr. Raghunath Mohanlal Kumar and Mr. Sanjeev Singh Sengar.

Pursuant to the requirement of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has also inducted Mrs. Aditi Jain (Din: 00152373), as an Additional Director of the Company with effect from 25th March, 2015. She is B.E (Computers) & PGDBM (Finance) and has experience in corporate finance, capital market and general administration besides technology related issues.

Necessary resolutions are being proposed in the notice of the ensuing annual general meeting for the approval of the members for appointment of Mrs. Aditi Jain, as a Director of the Company. The Company has received a notice from a member pursuant to Section 160 of the Companies Act 2013 proposing her appointment as a Director.

According to the Companies Act, 2013, at least two-thirds of the total number of Directors (excluding Independent Directors) shall be liable to retire by rotation. For this purpose, considering the composition of the Board of Directors, Mr. Girish Jain, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. Necessary resolution for this purpose is being proposed in the notice of the ensuing annual general meeting for the approval of the members.

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided in sub-section (6).

The Board has appointed Mr. Kartik Konar as Chief Financial Officer of the Company with effect from 11 th August, 2014.

The Board has appointed Ms. Sankari Muthuraj as Company Secretary of the company with effect from 25th March, 2015 within a meaning of Section 203 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. She has been designated as Compliance Officer of the Company pursuant to Clause 47 of the Listing Agreement.

NUMBER OF BOARD MEETING

The Board of Directors met six (6) times in the financial year. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

BOARD 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 Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

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 Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non- Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive Directors.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s 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 Directors'' report.

ADEQUACY OF INTERNAL CONTROL

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

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).

AUDITORS

In accordance with Section 139 of the Companies Act, 2013 and the rules made there under, M/s. K. S. Aiyar & Co., Mumbai, the Statutory Auditors of your Company has been appointed as the Statutory Auditors of the Company in the 26th Annual General Meeting of the Company, for a period of five years (subject to ratification of their appointment at every AGM).

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Auditors of the Company.

The Auditors Report for the year under review does not contain any qualification.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. S. S. Rauthan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed and forms part of this report.

SUBSIDIARY COMPANIES

The Company has two wholly owned subsidiaries namely KJMC Asset Management Company Limited and KJMC Investment Trust Company Limited and two associate companies namely KJMC Realty Private Limited and KJMC Platinum Builders Private Limited within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries and associates.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is annexed and forms part of this report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.kjmc.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.kjmc.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

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

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. that proper and sufficient care has been taken 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. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CORPORATE GOVERNANCE

In terms of SEBI Circular No: CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, compliance of Clause no. 49 of the Equity Listing Agreement is not applicable to your Company as the Company''s paid up Equity Share Capital does not exceed of Rs. 10 Crores and net worth does not exceed of Rs. 25 Crores as on 31st March, 2015.

To maintain highest standards of Corporate Governance, a separate section on Corporate Governance, is annexed and forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided under sub-section (3) of Section 92 in the Form MGT 9 for the financial year under review is annexed and forms part of this report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board for approval.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed and forms part of this report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.

LISTING OF SHARES

Equity Shares of the Company are listed with BSE Limited. The Annual listing fee for the financial year 2015-16 has been paid to the BSE Limited (BSE). The Company has complied with the delisting formalities with the Bhubaneshwar Stock Exchange Association Limited and the Calcutta Stock Exchange Association Limited. Delisting approval from these exchanges are awaited.

FUTURE BUSINESS PLAN

The Board of Directors of your Company are looking continuously to increase and grow the business of the Company and also considering the new business proposal to start a Housing finance business through its subsidiary company as a special purpose vehicle (SPV).

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;

Non-executive Directors Ratio to median remuneration

Mr. Inderchand Jain -

Mr. S.C. Aythora 0.12

Mr. R.R. Kumar ( up to 10.11.2015) * -

Mr. Nitin Kulkarni 0.12

Mr. Girish Jain -

Mrs. Aditi Jain (Appointed w.e.f.

25th March, 2015) * -

Executive Directors

Mr. Rajnesh Jain* -

*Since this information is for part of the year, the same is not comparable.

ii. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, if any, in the financial year; Whole Time Director, Chief Financial Officer & Company Secretary : Nil

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

iv. The number of permanent employees on the rolls of Company as on 31st March, 2015: 8

v. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 6%. The individual increments varied from 5% to 8% based on individual performance.

vi. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

(Rs. in''000")

Aggregate remuneration of key managerial personnel (KMP) in FY15 2,517

Revenue 13,379

Remuneration of KMPs (as % of revenue) 18.81

Profit before Tax (PBT) 1,090

Remuneration of KMP (as % of PBT) 230.92

vii. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars 31st,March 31st,March % Change 2015 2014

No. of Equity Share 39,10,740 34,85,740 12.19

Market price per share Rs. 12.55 16.35 (23.24)

Market Capitalisation Rs. 4,90,79,787 5,69,91,849 (13.88)

Earning per share Rs. 0.48 0.31 54.84

Price Earnings Ratio 26.15 52.74 (50.42)

viii. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars 31st March, 2015 March, 1995 - IPO % Change

Market Price 12.55 60 & 70* (79.08)

* Equity Shares of Rs. 10/- each were offered at a premium of Rs. 50/-per share to the Financial Institutions and Indian Public and at a premium of Rs. 60/- per share to Mutual Funds.

ix. 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 annual increase of employees was around 6%. However, during the course of the year, managerial remuneration was not increased.

x. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

(Rs. in''000")

Mr. Rajnesh Mr. Kartik Mr.Sanjeev Jain (Whole Konar (Chiel Sengar time Director Financial (Company appointed Officer Secretary w.e.f. appointed resigned w.e.f, 11.08.2014) w.e.f. 15.11.2014) 11.08.2014)

Remuneration in Fy15 (Rs. ''000) 1,474 202 831

Revenue 13,379

Remuneration as % of revenue 11.02 1.51 6.21

Profit before Tax (PBT) 1,090

Remuneration (as % of PBT) 135.23 18.53 76.24

Sankari Muthuraj (Company Secretary appointed w.e.f. 25.03.2015)

Remuneration in Fy15 (Rs. ''000) 11

Revenue

Remuneration as % of revenue 0.08

Profit before Tax (PBT)

Remuneration (as % of PBT) 1.01

xi. The key parameters for any variable component of remuneration availed by the Directors: None

xii. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: None

xiii. 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.

xiv. 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.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company is a Financial Services Company, the details required under Section 134 of the Companies Act, 2013 are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no earnings and outgo in foreign exchange during the year under review.

INSURANCE

The Company''s fixed assets as well as current assets have been adequately insured.

RISK MANAGEMENT

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

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

(I. C. Jain) Chairman

Place: Mumbai Date: 27th May, 2015

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Mar 31, 2014

The Members of

KJMC Financial Services Limited

The Directors have pleasure in presenting the 26th Annual Report, together with the audited financial statement of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2014 is summarized below:

(Rs.in "000") Standalone Consolidated Year Year Year Year Particulars Ended Ended Ended Ended

31 st March, 31st March, 31st March, 31st March, 2014 2013 2014 2013

Total Income 6921 4716 7388 5026

Total Expenses 6250 3892 7000 4635

Profit before Tax 671 824 388 391

Less: Provision for Tax

- Current Tax - 112 10 125

- Deferred Tax (366) (214) (366) (214)

- MAT Credit - (111) (10) (124)

- Prior period taxes - (409) - (409)

Profit / (Loss) After Tax 1037 1446 754 1013

Add : Surplus B/F 17952 18016 16218 16715

Disposable Profits 18989 19462 16972 17728

Appropriations towards :

Special Reserve 207 289 207 289

General Reserve 26 36 26 36

Dividend on 12% Non Cumulative Redeemable Preference Shares - 1020 - 1020

Tax on Preference Dividend - 165 - 165

Balance carried forward 18756 17952 16739 16218

EPS

-Basic 0.31 0.08 0.23 (0.05)

Diluted 0.25 0.08 0.18 (0.05)



PERFORMANCE REVIEW

During the year under review, your Company earned the gross income of Rs. 69.21Lakhs as against Rs. 47.16 Lakhs in the previous year. The total expenditure during the year under review was Rs. 62.50 Lakhs as against Rs. 38.92 Lakhs in the previous year. The Net Profit after tax was f 10.37 Lakhs as against f 14.46 Lakhs in the previous year.

SHARE CAPITAL

During the reporting period, your Company has allotted:-

(i) 3,50,000 (Three Lacs Fifty Thousand) Equity Shares of Rs. 10/- each at a price of Rs. 20/- per share aggregate amounting to Rs. 70,00,000/- (Rupees Seventy Lacs only) to the Promoters of the Company pursuant to approval of members by special resolution passed in previous Annual General Meeting of the Company held on 28th September, 2013, and

(ii) 85000, 0% Compulsory Convertible Preference Shares of Rs.

100/- each (CCPS) at a price of Rs. 200/- per share to one of the Promoters Group Company on Preferential basis in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 pursuant to approval of members on special resolution passed through postal ballot on 20th February, 2014. The CCPS are convertible into 850,000 equity shares within 18 months from the date of allotment of CCPS i.e. 28th February, 2014 at an offer price Rs. 20/- per share.

Therefore, the listed capital of your company get increases accordingly on account of said preferential allotments of shares.

DIVIDEND

In view of the inadequate profits, your Directors do not recommend any dividend on Equity Shares of the Company for the year under review.

RBI PRUDENTIAL NORMS

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

DIRECTORS

Mr. S. C. Aythora, Mr. Nitin Kulkarni and Mr. R. R. Kumar are the existing Independent Directors of the Company. It is proposed to appoint Mr. S. C. Aythora, Mr. Nitin Kulkarni and Mr. R. R. Kumar as Independent Directors under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for a terms of 5 (Five) consecutive years.

In respect of proposed appointment of Mr. S. C. Aythora, Mr. Nitin Kulkarni and Mr. R. R. Kumar, the Company has, as required by section 160 of the Companies Act, 2013, received notices in writing regarding their candidature for the office of the independent director at the ensuing annual general meeting. Mr. S. C. Aythora, Mr. Nitin Kulkarni and Mr. R. R. Kumar, has submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) and also consent to act as Director of the Company. Mr. S. C. Aythora, Mr. Nitin Kulkarni and Mr. R. R. Kumar, are not disqualified from being appointed as a director in terms of section 164 of the Companies Act, 2013.

Necessary resolutions are being proposed in the notice of the ensuing annual general meeting for the approval of the members for appointment of Mr. S. C. Aythora, Mr. Nitin Kulkarni and Mr. R. R. Kumar as an independent director of the Company for a term of 5 consecutive years w.e.f. 27th September, 2014 upto 26th September, 2019 pursuant to section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Board of Directors of the Company has appointed Mr. Rajnesh Jain (DIN: 00151988) as Whole-time Director (WTD) of the Company, for a period of 3 (three) years with effect from 11th August, 2014 in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Necessary resolution is being proposed in the notice of the ensuing annual general meeting for the approval of the members for his appointment as Whole-time Director (WTD) of the Company.

According to the Companies Act, 2013, at least two–thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. For this purpose, considering the composition of the Board of Directors, Mr. I. C. Jain, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. Necessary resolution for this purpose is being proposed in the notice of the ensuing annual general meeting for the approval of the members.

CHIEF FINANCIAL OFFICER (CFO)

Mr. Kartik Konar has appointed as Chief Financial Officer (CFO) of the Company with effect from 11th August, 2014 within a meaning of Section 203 read with the 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).

AUDITORS

M/s. K. S. Aiyar & Co., Mumbai, the Statutory Auditors of your Company retire at the ensuing Annual General Meeting and offer themselves for re- appointment. In accordance with Section 139 of the Companies Act, 2013 (''the Act'') read with the Rules made thereunder, M/s. K. S. Aiyar & Co., Mumbai, may be appointed as the Statutory Auditors of the Company for a period of five years. They have also confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act.

Members are requested to consider their appointment for a period of five years. The Audit committee and Board of Directors have recommended the appointment of M/s. K. S. Aiyar & Co., Chartered Accountants as the Statutory Auditors of your Company.

SUBSIDIARY COMPANIES

KJMC Asset Management Company Limited and KJMC Investment Trust Company Limited are wholly owned subsidiaries of the Company.

In accordance with the general circular No. 2/2011 issued by the Ministry of Corporate Affairs, Government of India, the balance-sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not attached to the Balance Sheet of the Company. However the financial information of the Subsidiary companies are disclosed in the Annual Report under the Consolidated Financial Statement in compliance with the said circular. The Company will make available the Annual Accounts of the Subsidiary companies and the related details information to any member of the company and that of the subsidiary companies who may be interested in obtaining the same. The annual accounts of the Company shall also be kept open for inspection at the Registered Office of the Company and that of respective subsidiary companies on any working day, except Saturdays, between 11.00 a.m. and 3.00 p.m. However, as required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the Consolidated Financial Statements of the Company include the financial results of the subsidiary companies.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year 31st March, 2013 and of the profit of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis.

The Board of Directors has taken sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent notified), to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

CORPORATE GOVERNANCE

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Auditors for the compliance is annexed and forms part of this 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 the report.

LISTING OF SHARES

Equity Shares of the Company are listed with BSE Limited. The Annual listing fee for the financial year 2014-15 has been paid to the Bombay Stock Exchange Limited (BSE). The Company has complied with the delisting formalities with the Bhubaneshwar Stock Exchange Association Limited and The Calcutta Stock Exchange Association Limited. Delisting approval from these exchanges are awaited.

FUTURE BUSINESS PLAN

The Board of Directors of your Company are looking continuously to increase and grow the business of the Company and also considering the new business proposal to start a Housing finance business through its subsidiary company as a special purpose vehicle (SPV).

PARTICULARS OF EMPLOYEES

Since there are no employees falling within the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employee) Rules, 1975 as amended, no such details are required to be given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company is a Financial Services Company, the details required under Section 217(1)(e) of the Companies Act, 1956 are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no earnings and outgo in foreign exchange during the year under review.

INSURANCE

The Company''s fixed assets as well as current assets have been adequately insured.

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 for their dedication and commitment to the Company throughout the year.

For and on behalf of the Board of Directors

I. C. JAIN Place: Mumbai CHAIRMAN Date: 11th August, 2014

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Mar 31, 2012

To, The Members of KJMC Financial Services Limited

The Directors herewith present the 24th Annual Report, together with the audited statement of accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2012 is summarized below:

(in lakhs)

Particulars Year ended Year ended 31st March, 2012 31st March, 2011

Total Income 64 78 106.81

Total Expenditure 30 69 52.37

Profit before Depreciation and Tax 34.09 64.44

Less : Depreciation 4.53 5.57

Profit before Tax 29.66 48.87 Less. Provision for Tax

- Current Tax 5 50 8.50

- Deferred Tax 0.79 (127.09)

- MAT Credit (5.50) (6.86)

- Prior year taxes 1 76 22.46

Profit / (Loss) After Tax 27.01 161.86 Add : Prior period Income / (Expenses) - -

Add : Surplus as per last account 173 10 78.66

Disposable Profits 200.11 230 51 Appropriations towards :

Special Reserve 5 40 30.37

General Reserve 2.70 15 19 Dividend on 12% Non Cumulative

Redeemable Preference Shares 10.20 10.20

Tax on Preference Dividend 1 65 1.65

Surplus Balance carried to Balance Sheet 180 16 173.10

PERFORMANCE REVIEW

During the year under review, your Company earned the gross income of Rs. 64.78 Lakhs as against Rs. 106.81 Lakhs in the previous year. The total expenditure during the year under review was Rs. 30.69 Lakhs as against Rs. 52.37 Lakhs in the previous year. The Net Profit after tax was Rs. 27.01 Lakhs as against Rs. 151.85 Lakhs in the previous year .

DIVIDEND

In view of the inadequate profits, your Directors do not recommend any dividend on Equity Shares for the year under review. Your Directors recommend Dividend ofRs. 12/- per share on 12% Non Cumulative Redeemable Preference Shares of Rs. 100/- each.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Rajnesh Jain and Shri Girish Jain, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITORS

M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from the Auditors to the effect that their re-appointment, if made, shall be in accordance with section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the Companies Act, 1956.

FIXED DEPOSITS

The Company has neither invited, nor accepted, nor renewed any fixed deposit from the public during the year and there was no outstanding deposit payable during the financial year ended 31st March, 2012.

RBI PRUDENTIAL NORMS

Since the Company does not accept and hold any public deposits, Non-Banking Financial Companies Prudential Norms (Reserve Bank of India) Directions, 1998 are not applicable to the Company in regard to capital adequacy.

RBI GUIDELINES

The Company has made necessary changes in its Fair Practice Code in line with Circular dated March 26, 2012 of Reserve Bank of India. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India, from time to time as applicable to it.

SUBSIDIARY COMPANIES

KJMC Asset Management Company Limited and KJMC Investment Trust Company Limited are subsidiaries of the Company.

In accordance with the general circular no. 2/2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies on any working day, except Saturdays, between 11 00 a.m. and 3.00 p.m. However, as required under the aforesaid circular and pursuant to Clause 32 of the Listing Agreement, the Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchange, your Directors have pleasure in attaching the Consolidated Financial Statements for the financial year ended 31st March, 2012, prepared in accordance with the Accounting Standards 21 (AS 21) prescribed by the Institute of Chartered Accountants of India, in this regard.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year 31st March, 2012 and of the profit of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of

Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this 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 the report.

LISTING OF SHARES

Equity Shares of the Company are listed on BSE Limited. Annual listing fees upto the year 2012-13 has been paid to the BSE Limited. The Company complied with the delisting formalities in respect of the other stock exchanges and consequently the Equity Shares of the Company were delisted from Jaipur Stock Exchange Limited, The Stock Exchange, Ahmadabad and Delhi Stock Exchange Association Limited. The delisting approval from Bhubaneswar and Calcutta Stock exchanges is awaited.

PARTICULARS OF EMPLOYEES

Since there are no employees falling within the purview of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, no such details are required to be given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company is a Financial Services Company, the details required under Section 217(1)(e) of the Companies Act, 1956 are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no earnings in foreign exchange nor was there any outflow during the year under review

INSURANCE

The Company's fixed assets as well as current assets have been adequately insured.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.

Your Directors also appreciate with gratitude the continuous support of the Bankers, Clients and the Company's Shareholders.

For and on behalf of the Board of Directors

Place : Mumbai (I. C. Jain)

Date : 2nd August, 2012 Chairman

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Mar 31, 2010

The Directors herewith present the 22nd Annual Report, together with the audited statement of accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2010 is summarised below:

(Rs. in lakhs)

Year ended Year ended

31st March, 2010 31st March, 2009

Total Income 75.15 94.81

Total Expenditure 42.43 70.00

Profit before Depreciation and Tax 32.72 24.81

Less : Depreciation 6.37 7.29

Provision for Ta x

- (Current & Deferred) 4.88 (8.69)

Profit / (Loss) After Tax 21.47 26.21

Add : Prior period item (net) (0.04) (0.03)

Add : Surplus as per last account 75.56 69.18

Disposable Profits 96.99 95.36 Appropriations towards :

Special Reserve 4.29 5.24

General Reserve 2.15 2.62

Dividend on 12% Redeemable Preference Shares 10.20 10.20

Tax on Preference Dividend 1.69 1.73

Surplus Balance carried to Balance Sheet 78.66 75.57

PERFORMANCE REVIEW

During the year under review, your Company earned the gross income of Rs. 75.15 Lakhs as against Rs. 94.81 Lakhs in the previous year. The total expenditure during the year under review was Rs. 42.43 Lakhs as against Rs. 70.00 Lakhs in the previous year. The Net Profit after tax was Rs. 21.47 Lakhs as against Rs. 26.21 Lakhs in the previous year. Considering expectations of Countrys gradual improvement in effective demand and GDP growth rate coupled with upward movements in capital market, your directors expect better performance of the Company in the coming years.

DIVIDEND

In view of the inadequate profits, your Directors do not recommend any dividend on Equity Shares for the year under review. Your Directors recommend Dividend of Rs. 12/- per share on 12% Non Cumulative Redeemable Preference Shares of Rs.100/- each.

RBI GUIDELINES

The Company has complied with all the applicable regulations of the Reserve Bank of India as on 31st March, 2010.

RBI PRUDENTIAL NORMS

Since the Company does not accept and hold any public deposits, Non-Banking Financial Companies Prudential Norms (Reserve Bank of India) Directions, 1998 are not applicable to the Company in regard to capital adequacy.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. R. R. Kumar and Mr. Nitin Kulkarni, the Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS

M/s. Batliboi & Purohit, Chartered Accountants, the Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting. Your Company has received certificate from the Auditors u/s. 224(1B) of the Companies Act, 1956 to the effect that their reappointment, if made, will be within the limit prescribed. Members are requested to appoint Auditors and authorize the Board to fix their remuneration.

FIXED DEPOSITS

The Company has neither invited, nor accepted, nor renewed any fixed deposit from the public during the year and there was no outstanding deposit payable during the financial year ended 31st March, 2010.

SUBSIDIARY COMPANIES

The accounts of the subsidiary Companies viz. M/s. KJMC Asset Management Company Limited and KJMC Investment Trust Company Limited for the financial year ended 31st March, 2010 are attached to the accounts of the Company in terms of section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchange, your Directors have pleasure in attaching the Consolidated Financial Statements for the financial year ended 31st March, 2010, prepared in accordance with the Accounting Standards 21 (AS 21) prescribed by the Institute of Chartered Accountants of India, in this regard.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year 31st March, 2010 and of the profit of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange. A separate section on Corporate Governance, along with a certificate from the Auditors for the compliance is annexed and forms part of this 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 the report.

LISTING OF SHARES

Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE). Annual listing fees upto the year 2010-11 has been paid to the Bombay Stock Exchange Limited (BSE). The Company complied with the delisting formalities in respect of the other stock exchanges and consequently the Equity Shares of the Company were delisted from Jaipur Stock Exchange Limited, The Stock Exchange, Ahmedabad and Delhi Stock Exchange Association Limited. The delisting approval from Bhubaneswar and Calcutta Stock exchanges is awaited.

PREFERENTIAL ALLOTMENT OF CONVERTIBLE WARRANTS

During the year under review, the Company allotted 76,300 Equity Shares of Rs. 10/- each to ‘I.C. Jain HUF’, the person belonging to Promoter Group, consequent upon conversion of 2nd tranche of convertible warrants at a price of Rs. 23.19 (including premium of Rs. 13.19 per share) being the price determined in accordance with SEBI (Disclosure & Investor Protection) Guidelines, 2000 on Preferential Issues and Listing Agreement. The proceeds of the Equity Shares issued by Company are being used for the purpose for which they were raised.

PARTICULARS OF EMPLOYEES

Since there are no employees falling within the purview of the provisions of Section 217(2A) of the Companies Act, 1956, no such details are required to be given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company is a Financial Services Company, the details required under Section 217(1)(e) of the Companies Act, 1956 are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no earnings in foreign exchange nor was there any outflow during the year under review.

INSURANCE

The Company’s fixed assets as well as current assets have been adequately insured.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation of the contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.

Your Directors also appreciate with gratitude the continuous support of the Bankers, Clients and the Company’s Shareholders.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

Place:Mumbai (I.C.JAIN)

Date :27th May, 2010 CHAIRMAN