View - Mumbai

Transcription

View - Mumbai

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KJMC CORPORATE ADVISORS (INDIA) LIMITED
18th
Annual Report
2015 - 2016
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BOARD OF DIRECTORS
Mr. Inderchand Jain
Mr. Girish Jain
Mr. S. C. Aythora
Mr. Nitin Kulkarni
Mr. Rajnesh Jain
Mrs. Shraddha Jain
CHIEF FINANCIAL OFFICER
Mr. Vinit Kedia
COMPANY SECRETARY
Mr. Hemant Soni
AUDITOR
M/s. K. S. Aiyar & Co.
Chartered Accountants,
F-7, Laxmi Mills,
Shakti Mills Lane,
Mahalaxmi, Mumbai - 400 011.
BANKERS
HDFC Bank Limited
Union Bank of India
REGISTRAR & TRANSFER AGENT
Bigshare Services Pvt. Ltd.,
E-2 & 3, Ansa Industrial Estate,
Saki Vihar Road, Saki Naka,
Andheri (East), Mumbai - 400072.
Tel.No.022-4043 0200, Fax No. 022-28475207,
E-mail id: [email protected]
Counter Timings : 10.00 a.m. to 12.30 p.m. : 1.30 p.m. to 3.30 p.m.
REGISTERED OFFICE
162, 16th Floor, Atlanta,
Nariman Point, Mumbai – 400 021
Tel.No.: 022-4094 5500
Email : [email protected]
CIN : L67120MH1998PLC113888
GROUP BRANCH OFFICE
New Delhi
221, Hans Bhavan,
Bahadur Shah Zafar Marg,
New Delhi - 110 002.
Chairman
Whole Time Director
Independent Director
Director
Director
Jaipur
41, Jai Jawan Colony ll,
Tonk Road, Durgapur,
Jaipur - 302 018.
INDEX........................................................................... PAGE NO.
18th ANNUAL GENERAL MEETING
Notice ……………………………………………..................…
1
Directors' Report…………………………………....................
6
Management Discussion & Analysis……………..................
14
Report on Corporate Governance………………..................
15
Auditors' Report (Standalone)……………………..................
20
Balance Sheet………………………………………................
23
Date
:
Saturday, September 10, 2016
Profit & Loss Account……………………………….................
24
Time
:
10.00 a.m.
Cash Flow Statement……………………………….................
25
Venue
:
S. K. Somani Memorial Hall
Notes to Financial Statement………………………................
26
Auditors Report (Consolidated)………………….....................
35
Hindi Vidya Bhawan,
79 - Marine Drive, “F” Road,
Mumbai - 400 020
Consolidated Accounts…………………………….................... 38
18TH ANNUAL REPORT 2015-2016
NOTICE
NOTES:
Notice is hereby given that the Eighteenth Annual General Meeting of the
Members of KJMC Corporate Advisors (India) Limited will be held on
Saturday, September 10, 2016 at 10.00 a.m. at S. K. Somani Memorial Hall,
Hindi Vidya Bhawan, 79 - Marine Drive, “F” Road, Mumbai - 400 020 to
transact the following business:-
1.
The relative Explanatory Statement pursuant to Section 102 (1)
of the Companies Act, 2013 (“Act”) setting out material facts with
respect to the special business set out at item 4 in the Notice is
annexed.
2.
A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED
TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF
HIMSELF AND THE PROXY NEED NOT BE A MEMBER.
PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED
AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS
THAN 48 HOURS BEFORE THE COMMECEMENT OF THE
MEETING. Pursuant to the provisions of Section 105 of the
Companies Act, 2013, a person can act as a proxy on behalf of
not more than fifty members and holding in aggregate not more
than ten percent of the total Share Capital of the Company.
Members holding more than ten percent of the total Share Capital
of the Company may appoint a single person as proxy, who shall
not act as a proxy for any other Member. A Proxy Form is annexed
to this Report. Proxies submitted on behalf of limited companies,
societies, etc. must be supported by an appropriate
resolution/authority letter as applicable.
3.
Members / proxies should bring the duly filled Attendance Slip
enclosed herewith to attend the meeting.
4.
Corporate members intending to send their authorised
representatives to attend the Meeting are requested to send to
the Company a certified true copy of the Board Resolution
authorising their representative to attend and vote on their behalf
at the Meeting.
5.
During the period beginning 24 hours before the time fixed for the
commencement of the meeting and ending with the conclusion of
the meeting, a member would be entitled to inspect the proxies
lodged at any time during the business hours of the Company,
provided that not less than three days of notice in writing is given
to the Company.
6.
The Register of Directors and Key Managerial Personnel and
their shareholding, maintained under Section 170 of the
Companies Act, 2013, will be available for inspection by the
members at the AGM.
7.
The Register of Contracts or Arrangements in which Directors are
interested, maintained under Section 189 of the Companies Act,
2013, will be available for inspection by the members at the AGM.
8.
The Register of Members and Share Transfer Books will remain
closed from Wednesday, September 07, 2016 to Saturday,
September 10, 2016 (both days inclusive) for the purpose of
AGM.
9.
Members whose shareholding is in the electronic mode are
requested to direct change of correspondence address, e-mail id
and updates of savings bank account details to their respective
Depository Participant(s).
ORDINARY BUSINESS: 1.
To receive, consider and adopt:
a.
the Audited Standalone Financial Statements of the Company for
the financial year ended March 31, 2016 together with the Reports
of the Board of Directors and the Auditors thereon; and
b.
the Audited Consolidated Financial Statements of the Company
for the financial year ended March 31, 2016 together with the
Report of the Auditors thereon.
2.
To appoint a Director in place of Mr. Inderchand Jain (DIN: 00178901),
who retires by rotation and being eligible, offers himself for reappointment.
3.
Ratification of Appointment of Auditors
To consider and, if thought fit, to pass with or without modification(s) the
following resolution as an Ordinary Resolution:
“RESOLVED that pursuant to the provisions of Section 139, 142 and all
other applicable provisions, if any, of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014, as amended from time to
time, the Company hereby ratifies the appointment of M/s. K. S. Aiyar &
Co., Chartered Accountants (Firm Registration No. 100186W), as
Auditors of the Company to hold office from the conclusion of this Annual
General Meeting (AGM) till the conclusion of the 19th AGM of the
Company to be held in the year 2017 to examine and audit the accounts
of the Company at such remuneration as may be mutually agreed
between the Board of Directors of the Company and the Auditors.”
SPECIAL BUSINESS:
4.
Re-appointment of Mr. Girish Jain (DIN: 00151673) as a Whole Time
Director of the Company:
To consider and if thought fit, to pass with or without modifications, the
following Resolution as a Special Resolution:
“RESOLVED THAT on considering the recommendation of Nomination
and Remuneration Committee and with the approval of the Board of
Directors and in accordance with the provisions of Sections 196, 197,
198, 203 read with Schedule -V and other applicable provisions of the
Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including any
statutory modification(s) or re-enactment thereof for the time being in
force), approval of the members of the Company, be and is hereby
accorded for the re-appointment and terms of remuneration payable to,
including the remuneration to be paid in the event of loss or inadequacy
of profits in any financial year during the tenure of appointment of Mr.
Girish Jain, as Whole Time Director of the Company, liable to retire by
rotation, for a period of Three Years (3), with effect from April 1, 2016 to
March 31, 2019, on the terms and conditions including remuneration as
set out in the Explanatory Statement annexed to the Notice convening
this meeting, with liberty to the Board of Directors (hereinafter referred to
as “the Board” which term shall be deemed to include the Nomination
and Remuneration Committee of the Board) to alter and vary the terms
and conditions of the said appointment and / or remuneration as it may
deem fit, without any further approval of the members of the Company
and subject to the same not exceeding the limits specified under
Schedule “V” to the Companies Act, 2013 or any statutory
modification(s) or re-enactment thereof;
10. Members are requested to address all correspondence to the
Registrar and Share Transfer Agents, Bigshare Services Pvt.
Ltd., E-2 & 3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka,
Andheri (East), Mumbai– 400072, Tel.No.022-40430200, Fax
No. 022-28475207, Mail id: [email protected]
RESOLVED FURTHER THAT the Board be and is hereby authorized to
do all such acts, deeds and things and execute all such documents,
instruments and writings as may be required in order to give effect to the
aforesaid resolution.”
11.
By Order of the Board of Directors
For KJMC Corporate Advisors (India) Ltd.
Place: Mumbai
Date: August 10, 2016
Registered Office:
162, Atlanta, 16th Floor, Nariman Point,
Mumbai-400021, India.
CIN: L67120MH1998PLC113888
HEMANT SONI
Company Secretary and
Compliance Officer
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Members wishing to claim unclaimed interim dividend declared
on August 12, 2013, are requested to correspond with registrar
and shares transfer agent of the Company M/s Bigshare Services
Pvt. Ltd. or Compliance Officer/Company Secretary, at the
Company's registered office. Members are requested to note that
dividends not claimed within seven years from the date of transfer
to the Company's Unpaid Dividend Account as per Section 124 of
the Companies Act, 2013, be transferred to the Investor
Education and Protection Fund. The details regarding unpaid and
unclaimed amounts lying with company are available on the
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website under “Investor Center” section on the Website of the
Company viz. www.kjmc.com.
appointment/re-appointment.
(i)
12. To support the 'Green Initiative' Members who have not
registered their e-mail addresses are requested to register the
same with Bigshare Services Pvt. Ltd., / Depositories.
Information of Mr. Inderchand Jain
Name & Designation
Director Identification 00178901
Number (DIN)
13. Copies of the Annual Report, 2016 and instructions for e-voting
along with the Attendance Slip and Proxy Form is being sent by
electronic mode to all members whose email addresses are
registered with the Company / Depository Participant(s) unless a
member has requested for a hard copy of the same. For
members who have not registered their email addresses,
physical copies of the aforesaid documents are being sent by the
permitted mode.
14. Members may also note that the Notice of the 18th AGM,
Attendance Slip, Proxy Form, Route Map, Ballot paper and the
Annual Report, 2016 will be available on the Company's website,
www.kjmc.com. The physical copies of the aforesaid documents
will also be available at the Company's registered office for
inspection during normal business hours on working days.
Members who require communication in physical form in addition
to e-communication, or have any other queries, may write to us
at: [email protected].
Date of Birth
November 07, 1939
Qualifications
B. Com, FCA
Expertise in specific
functional area
He is having over five decades of
experience in Income tax counseling,
Corporate Finance, Merchant Banking
and Company Audit as a practicing
Chartered Accountant.
Director of the
Company since
March 09, 1998
Number of Shares
998250
held in the Company
as on March 31, 2016
Disclosure of
relationships between
directors inter-se
15. The Securities and Exchange Board of India (SEBI) has
mandated the submission of the Permanent Account Number
(PAN) by every participant in the securities market. Members
holding shares in electronic form are, therefore, requested to
submit their PAN to their Depository Participant(s). Members
holding shares in physical form shall submit their PAN details to
the Company/RTI of the Company.
16. All documents referred to in the Notice will be available for
inspection at the Company's registered office during normal
business hours on working days up to the date of the AGM.
17. The scrutinizer shall, within a period not exceeding three (3)
working days from the conclusion of the e-voting period, unlock
the votes in the presence of at least two (2) witnesses, not in the
employment of the Company and make a scrutinizer's report of
the votes cast in favour or against, if any, forthwith to the
Chairman of the Company.
Sr. Name &
Relationship
No. Designation of
Director
1. Mr. Rajnesh Jain, Son of Mr.
Director
Inder chand
Jain
2. Mr. Girish Jain,
Son of Mr.
Whole Time
Inder
Director
chand Jain
3. Mrs. ShraddhaJain Son’s wife
Directorships / Committee Membership of Mr. Inderchand Jain in
the other Companies:
Name of the Company Committee Chairmanship/Membership
KJMC Financial
Services Limited
(Listed Company)
18. Please note that the members who have exercised their right to
vote by electronic means shall not be eligible to vote by way of
poll at the meeting. The poll process shall be conducted and
scrutinized and report thereon will be prepared in accordance
with section 109 of the Companies Act, 2013 read with the
relevant Rules.
Chairman - Share Transfer and
stakeholders Relationship Committee.
Chairman – Credit & Investment
Committee.
Member - Audit Committee
19. The Company has appointed M/s S. S. Rauthan & Associates,
Practicing Company Secretaries as a scrutinizer for conducting
the remote e-voting and polling process at the Annual General
Meeting in a fair and transparent manner.
20.
Mr. Inderchand Jain, Director
Subject to the receipt of sufficient votes, the resolution shall be
deemed to be passed at the 18th Annual General Meeting of the
Company scheduled to be held on Saturday, September 10,
2016. The results along with the scrutinizer's report shall be
placed on the Company's website www.kjmc.com, within two
days of the passing of the resolutions at the 18th Annual General
Meeting of the Company and shall also be communicated to the
stock exchanges.
21. The route map showing directions to reach the venue of the 18th
AGM is annexed.
22. Additional information pursuant to Regulation 36 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 in respect of the Directors seeking appointment / re
appointment at the AGM are furnished below. The Directors have
furnished the requisite consents / declarations for their
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KJMC Investment
Trust Company
Limited
–
KJMC Trading &
Agency Limited
–
KJMC Commodities
Market India Limited
–
KJMC Realty Private
Limited
–
KJMC e.Business
Ventures Pvt. Ltd
–
Prathamesh
Enterprises Pvt.
Limited
–
(ii)
23. In compliance with the provisions of Section 108 of the
Companies Act, 2013 and Rules 20 of the Companies
(Management and Administration) Rules, 2014 as substituted by
the Companies (Management and Administration) Amendment
Rules, 2015, Regulation 44 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial
Standards on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India, the company is providing to its
members the facility to cast their vote electronically from a place
other than venue of the AGM (”remote e-voting”) as an alternate
to all the members of the company to enable them to cast their
votes electronically instead of voting at the AGM.
Information of Mr. Girish Jain :
Name & Designation Mr. Girish Jain, Whole Time Director
Director Identification 00151673
Number (DIN)
Date of Birth
May 07, 1971
Qualifications
B.E. (Electronics), PGDBM (Finance)
Expertise in specific
functional area
He is having over 18 years experience in
corporate finance, fund raising through
loan syndication, asset management,
merchant banking, financial restructuring,
stock broking, distribution of financial
products.
Director of the
Company since
March 09, 1998
Shareholding in the
Company
100518
Disclosure of
relationships between
directors inter-se
Sr. Name &
No. Designation of
Director
1. Mr. Inderchand
Jain
2.
3.
THE PROCEDURE AND INSTRUCTIONS FOR REMOTE EVOTING ARE AS UNDER:(i)
The remote e-voting period begins from September 06,
2016 (10:00 a.m.) and ends on September 09, 2016 (05.00
p.m.). During this period shareholders' of the Company,
holding shares either in physical form or in dematerialized
form, as on the cut-off date September 03, 2016, may cast
their vote electronically. The remote e-voting module shall
be disabled by CDSL for voting thereafter.
(ii)
Shareholders who have already voted prior to the date of
AGM would not be entitled to vote at the meeting venue.
Relationship
Father of
Mr. Girish
Jain
Mr. Rajnesh Jain, Brother of
Director
Mr. Girish
Jain
Mrs.Shraddha Jain Brother's
wife
(iii) Log on to the e-voting website www.evotingindia.com
(iv) Now click on “Shareholders” tab.
(v)
Now Enter your User ID
Directorships / Committee Membership of Mr. Girish Jain in the other
Companies :
Member - Share Transfer and
stakeholders Relationship Committee.
KJMC Asset
Management
Company Limited
KJMC Shares &
Securities Limited
Member – Credit & Investment
Committee.
PAN
–
KJMC Trading &
Agency Limited
–
KJMC Platinum
Builders Private
Limited
–
Enter your 10 digit alpha-numeric *PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as
physical shareholders)
·
-
KJMC Credit
Marketing Limited
Members holding shares in Physical Form should
enter Folio Number registered with the Company.
For members holding shares in Demat Form and Physical Form
Member - Audit Committee.
Member - Nomination and
Remuneration Committee.
–
c.
(viii) If you are a first time user follow the steps given below:
-
KJMC Commodities
For NSDL: 8 Character DP ID followed by 8 Digits
Client ID,
(vii) If you are holding shares in demat form and had logged on to
www.evotingindia.com and voted on an earlier voting of any
company, then your existing password is to be used.
Member- Nomination and
Remuneration Committee
KJMC Capital Market
Services Limited
For CDSL: 16 digits beneficiary ID,
b.
(vi) Next enter the Image Verification as displayed and Click on
Login.
Name of the Company Committee Chairmanship /Membership
KJMC Financial
Services Limited
(Listed Company)
a.
Members who have not updated their PAN with the Company/
Depository Participant are requested to use the first two letters
of their name and the 8 digits of the sequence number (refer
serial no. printed on the name and address sticker/mail) in the
PAN field.
In case the folio number is less than 8 digits enter the applicable
number of 0's before the number after the first two characters of
the name in CAPITAL letters. Eg. If your name is Ramesh
Kumar with folio number 1 then enter RA00000001 in the PAN
field.
Dividend
Bank
Details
OR Date
of Birth
(DOB)
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Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
format) as recorded in your demat account or in the company records
in order to login.
If both the details are not recorded with the depository or company
please enter the member id / folio number in the Dividend Bank details
field as mentioned in instruction (v).
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(ix) After entering these details appropriately, click on
“SUBMIT”.
(x)
Custodian, if any, should be uploaded in PDF format in
the system for the scrutinizer to verify the same.
(xxi) In case you have any queries or issues regarding e-voting,
you may refer the Frequently Asked Questions (“FAQs”)
and e-voting manual available at www.evotingindia.com
under help section or write an email to helpdesk.evoting@
cdslindia.com.
Members holding shares in physical form will then reach
directly the Company selection screen. However, members
holding shares in demat form will now reach ‘Password
Creation’ menu wherein they are required to mandatorily
enter their login password in the new password field. Kindly
note that this password is to be also used by the demat
holders for voting for resolutions of any other company on
which they are eligible to vote, provided that company opts
for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other
person and take utmost care to keep your password
confidential.
In case of members receiving the physical copy:
(A) Please follow all steps from sl. no. (i) to sl. no. (xx) above to
cast vote.
(B) The voting period begins on September 06, 2016 (10:00
a.m.) and ends on September 09, 2016 (05.00 p.m.). During
this period shareholders' of the Company, holding shares
either in physical form or in dematerialized form, as on the
cut-off date September 03, 2016, may cast their vote
electronically. The e-voting module shall be disabled by
CDSL for voting thereafter.
(xi) For Members holding shares in physical form, the details
can be used only for e-voting on the resolutions contained in
this Notice.
(xii) Click on the EVSN for the “KJMC Corporate Advisors (India)
Limited” on which you choose to vote.
(C) In case you have any queries or issues regarding e-voting,
you may refer the Frequently Asked Questions (“FAQs”)
and e-voting manual available at www.evotingindia.com
under help section or write an email to
[email protected].
(xiii) On the voting page, you will see “RESOLUTION
DESCRIPTION” and against the same the option “YES/NO”
for voting. Select the option YES or NO as desired. The
option YES implies that you assent to the Resolution and
option NO implies that you dissent to the Resolution.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF
THE COMPANIES ACT, 2013
ITEM NO. 4
(xiv) Click on the “RESOLUTION FILE LINK” if you wish to view
the entire Resolution details.
Mr. Girish Jain’s tenure as whole time Director of the Company ended
on March 31, 2016, The Nomination and Remuneration Committee
considered the re-appointment of Mr. Girish Jain (DIN: 00151673), as a
Whole Time Director and also reviewed the terms and conditions
including remuneration payable to him for the extended period at their
meeting held on March 19, 2016 and on further reviewed the
remuneration at its meeting on May 06, 2016 and recommended his reappointment with revised terms and conditions and remuneration
payable to him for the renewed period of three years.
(xv) After selecting the resolution you have decided to vote on,
click on “SUBMIT”. A confirmation box will be displayed. If
you wish to confirm your vote, click on “OK”, else to change
your vote, click on “CANCEL” and accordingly modify your
vote.
(xvi) Once you ‘CONFIRM’ your vote on the resolution, you will
not be allowed to modify your vote.
(xvii) You can also take out print of the voting done by you by
clicking on “Click here to print” option on the Voting page.
The Board at their meeting held on March 29, 2016 and further on May
19, 2016 considered the recommendation of the Nomination and
Remuneration Committee and approved the re-appointment of Mr.
Girish Jain as Whole-time Director of the Company at a revised
remuneration as recommended by the Nomination and Remuneration
Committee for a further period of three years with effect from April 1,
2016 to March 31, 2019, subject to the approval of the members at the
ensuing Annual General Meeting by way of Special Resolution.
(xviii)If Demat account holder has forgotten the same password
then Enter the User ID and the image verification code and
click on Forgot Password & enter the details as prompted by
the system.
(xix) Shareholders can also cast their vote using CDSL's mobile
app m-Voting available for android based mobiles. The mVoting app can be downloaded from Google Play Store.
Apple and Windows phone users can download the app
from the App Store and the Windows Phone Store
respectively on or after 30th June 2016. Please follow the
instructions as prompted by the mobile app while voting on
your mobile.
The material terms of remuneration payable to Mr. Girish Jain are as
under:
1.
(xx) Note for Non – Individual Shareholders and Custodians:
•
A scanned copy of the Registration Form bearing the
stamp and sign of the entity should be emailed to
[email protected].
•
After receiving the login details compliance user
should be created using the admin login and
password. The Compliance user would be able to link
the account(s) for which they wish to vote on.
•
The list of accounts should be mailed to
[email protected] and on approval of
the accounts they would be able to cast their vote.
•
2.
Non-Individual shareholders (i.e. other than
Individuals, HUF, NRI etc.) and Custodian are required
to log on to www.evotingindia.com and register
themselves as Corporates.
•
Basic Salary:
Rs. 2,00,000/- (Rupees Two Lakhs only) per month with such
increases as may be decided by the Board of Directors (which
includes any Committee thereof) from time to time.
Perquisites and allowances:
In addition to the Salary, the following perquisites, allowances
shall be allowed:
(i)
Reimbursement of medical expenses incurred for self and
family in India or abroad, including hospitalization, nursing
home and surgical charges and in case of medical
treatment abroad, the air-fare, boarding/lodging for patient
and attendant.
(ii)
Reimbursement of actual traveling expenses in India or
Abroad for proceeding on leave twice in a block of four
years in respect of himself and family.
(iii)
Reimbursement of membership fees for clubs in India or
abroad, including any admission / life membership fees.
(iv) Mediclaim and Life insurance policy for himself and family.
(v)
A scanned copy of the Board Resolution and Power of
Attorney (POA) which they have issued in favour of the
Key man insurance policy.
(vi) Cost of insurance cover against the risk of any financial
liability or loss because of any error of judgment, as may be
4
approved by the Board of Directors from time to time.
4.
(vii) Reimbursement of entertainment expenses incurred in the
course of business of the company.
Financial performance based on
given indicators
(viii) Reimbursement of educational expenses including hostel
charges etc. for maximum of two children's in India or
outside India.
(` in '000)
For the
Particulars For the
year ended year ended
March 31, March 31,
2015
2016
(ix) Company's contribution to provident fund and
superannuation fund to the extent these either singly or put
together are not taxable under the Income-tax Act.
(x)
Gratuity at the rate of half month's salary for each year of
service.
(xi) Leave with full pay as per the rules of the company, with
encashment of unavailed leave being allowed.
(xii) Free use of Company's car along with driver for Company's
works and Private purpose.
(xiii) Telephone, Mobile, Tele-fax and other communication
facilities at company's cost.
5.
(xiv) Rent free accommodation including payment of electricity
bill, water charges and all other expenses for the upkeep
and maintenance of residence.
Foreign Investments or
collaborators, if any
1.
Background details
Subject to any statutory ceiling/s, Mr. Girish Jain may be given
any other allowances, perquisites benefits and facilities as the
Board of Directors from time to time may decide.
Valuation of perquisites:
Perquisites / Allowances shall be valued as per Income-tax rules,
wherever applicable, and in the absence of any such rules, shall
be valued at actual cost.
4.
Other terms:
5.
a)
No sitting fees shall be paid to Mr. Girish Jain for attending
the meetings of the Board of Directors or any Committee
thereof, during his tenure as 'Whole Time Director' of the
Company.
b)
Compensation for loss of office before the expiry of the
terms of office would be payable to him as per the provisions
of the Companies Act, 2013.
22,862
Total
Revenue
27,293
407
Profit
Before Tax
2,335
Profit for 403
the period
2,505
Not applicable
Information about the appointee
(xv) Reimbursement of expenditure incurred towards
membership fees for gym, etc.
3.
As per the Audited Accounts of the
Company for the following
financial year ended March 31,
2016
Mr. Girish Jain is B.E. (Electronic)
and PGDBM (Finance) having
vast experience in Corporate
Finance, Merchant Banking and
Capital Market and is in charge of
the overall management of your
Company subject to supervision
and control of the Board of
Directors of the Company. He is a
promoter of the Company .
He is also a Whole Time Director
of KJMC Capital Market Services
Limited, Wholly Owned Subsidiary
of KJMC Corporate Advisors
(India) Limited.
2.
Past remuneration
Minimum Remuneration:
The aforesaid remuneration in any one financial year shall not
exceed the limits prescribed under Section 197 and other
applicable provisions of the Companies Act, 2013 read with
Schedule V to the said Act as may, for the time being in force.
Notwithstanding anything to the contrary herein contained,
where in any financial year during the currency of tenure of the
Whole Time Director, the Company has no profits or its profits are
inadequate, the Company may pay remuneration by way of
Salary, Perquisites and Allowances not exceeding the maximum
limits laid down in Section II of Part II of Schedule V of the
Companies Act, 2013, as may be agreed to the Board of Directors
of the Company and Mr. Girish Jain.
Remuneration of Mr. Girish Jain
for the FY 2015-16 are as under:
KJMC
Corporate
Advisors
(India)
Limited
Basic
Salary
KJMC
Capital
Market
Services
Limited
Rs.
Rs.
1,53,000/- 1,50,000/
per month - per
month
Perquisites Actual
Actual
Information required to be given to members as per Schedule V of
the Companies Act, 2013:
3.
1.
Nature of Industry
Corporate Advisory Services
(Merchant Banker)
2.
Expected date of
commencement of commercial
production
Not applicable
3.
In case of new companies,
Not applicable
expected date of commencement
of activities as per project
approved by financial institutions
appearing in the prospectus
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Job profile
Mr. Girish Jain shall, subject to the
directions, supervision and control
of the Board of Directors of the
Company, shall manage and
conducts the business and affairs
of your Company.
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4.
Comparative remuneration profile
with respect to industry, size of
the company, profile of the
position and person (in case of
expatriates the relevant details
would be with respect to the
country of his origin).
DIRECTORS REPORT
The Remuneration of Mr. Girish
Jain is fully justifiable and
comparable to that prevailing in
the industry keeping in view the
profile of Whole time Director with
his enriched knowledge and vast
experience. He is looking after and
responsible for the whole affairs of
the Management of the Company
and be accountable to the Board
of Directors of the Company.
5.
Remuneration proposed
The proposed Remuneration of the
appointee would comprise basic
salary, perquisites as mentioned in
explanatory statement of item No.
4 of AGM Notice.
6.
Pecuniary relationship directly or
indirectly with the company, or
relationship with the managerial
personnel, if any.
Besides the proposed remuneration
payable to him, he does not have any
other pecuniary relationship with the
Company or with managerial
personnel.
Dear Members,
KJMC Corporate Advisors (India) Limited
The Directors submit Annual Report of KJMC Corporate Advisors (India) Limited
(the “Company” or “KCAL”) along with the Audited Financial Statements for the
Financial Year (FY) ended March 31, 2016. Consolidated performance of the
Company and its subsidiaries has been referred to wherever required.
FINANCIAL RESULTS
The summarised Financial Results of the Company for the Financial Year ended
March 31, 2016 are presented below:
(` in “000”)
Particulars
Total Revenue
Total Expenditure
Profit/(Loss)
Before Tax
Provision for Tax
Current Tax
Deferred Tax
MAT Credit
Prior Period
Taxes
Profit for the Year
before Share in
Associates'
profit / Loss
Share in Associates'
Profit/ (Loss)
Profit/(Loss) for
the Year
Add : Surplus b/f
Fixed Assets not
having remaining
useful life as on
1st April, 2014
Disposable Profits
Appropriations
Balance carried
forward
Earnings Per
Equity Share:
(1) Basic
(2) Diluted
Other information:
1.
2.
3.
Reasons for inadequacy of profits The company is exposed to
specific risks that are peculiar to its
business and the environment
within which it operates including
Steps taken or proposed to be the economic cycle, market risk,
taken for improvement
etc. therefore, the profitability of
the company varies accordingly.
Expected increase in productivity
and profits in measurable terms
The Economic Outlook for the
Country has considerably
improved with the
stable
Government which is committed
to economic reforms and policies
to improve ease of doing business
as also the process of financial
inclusion should go a long way in
promoting the business of financial
intermediaries. your directors
expect better performance of the
Company in the coming years.
The Nomination and
Remuneration Committee and the
Board are of the opinion that
appointment of Mr. Girish Jain as a
'Whole Time Director' would be in
the interest of your Company and,
therefore, recommend the
resolution for your approval.
407
2,335
1,221
3,912
Nil
4
Nil
Nil
(1,472)
Nil
7
(449)
(7)
131
(4,593)
(89)
Nil
1,302
(9)
1,264
403
2,505
1,679
7,199
NA
NA
1,409
NA
403
32,136
2,505
29,915
3,088
58,326
7,199
51,410
Nil
32,539
Nil
(284)
32,136
Nil
Nil
61,414
Nil
(284)
58,326
Nil
32,539
32,136
61,414
58,326
0.13
0.13
0.80
0.80
0.98
0.98
2.30
2.30
PERFORMANCE REVIEW
STANDALONE
The Company achieved total revenue during the year under review was
` 228.62 Lakhs as compared to ` 272.93 Lakhs in the previous year. The Profit
after tax for the year was ` 4.03 Lakhs as compared to ` 25.05 Lakhs in the
previous year.
Mr. Girish Jain himself and his relatives viz. Mr. Inderchand Jain, Mr.
Rajnesh Jain and Mrs. Shraddha Jain are concerned or interested in
this Resolution.
CONSOLIDATED
By Order of the Board of Directors
For KJMC Corporate Advisors (India) Ltd.
Place: Mumbai
Registered Office:
Mumbai-400021, India.
CIN: L67120MH1998PLC113888
e-mail: [email protected]
Year
Year
Year
Year
Ended
Ended
Ended
Ended
March 31, March 31, March 31, March 31,
2016
2015
2016
2015
Standalone
Consolidated
22,862
27,293
54,285
58,108
22,455
24,958
53,064
54,196
The Company achieved total revenue of ` 542.85 Lakhs as compared to
` 581.08 Lakhs in the previous year. The Profit after tax was ` 30.88 Lakhs as
compared to ` 71.99 Lakhs in the previous year.
HEMANT SONI
Company Secretary and
Compliance Officer
DIVIDEND
In order to conserve the resources for operations, your Directors regret their
inability to recommend any dividend for the year under review.
SHARE CAPITAL
The Paid-up Equity Share Capital as on March31, 2016 was ` 313.64 Lakhs
comprising of 31,36,440 Equity Shares of ` 10 each. There was no change in
the Company's Share Capital during the year under review.
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DIRECTORS & KEY MANEGERIAL PERSONNEL
well as the Board Committees were discussed in detail.
Mr. Girish Jain’s tenure as Whole Time Director ended on completion of the
three year term on March 31, 2016. The Nomination and Remuneration
Committee considered the re-appointment of Mr. Girish Jain (DIN:
00151673), as a Whole Time Director and revised remuneration payable to
him upon renewal for a further period of three years from April 01, 2016 to
March 31, 2019 at their meeting held on March 19, 2016 and May 06, 2016
and recommended the same to the Board. The Board at their meeting held on
March 29, 2016 and May 19, 2016 accepted the recommendation of the
Nomination and Remuneration Committee and approved the re-appointment
for a period of three years from 1st April 2016 to 31st March, 2019 and the
revised remuneration payable to Mr. Girish Jain as Whole-time Director in
accordance with the provisions of Sections 196, 197, 198 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 and subject to approval of members in the ensuing
Annual General Meeting of the Company.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the degree of
fulfillment of key responsibilities, 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,
Independent judgement, safeguarding the interest of the Company and that
of its minority shareholders. In addition, the Chairman was also evaluated on
the key aspects of his role including setting the strategic agenda of the Board,
encouraging active engagement by all Board members.
In a separate meeting of Independent Directors, performance of nonindependent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the views of
executive directors and non-executive directors. The directors expressed
satisfaction with the evaluation process.
Necessary resolution is being proposed for the re-appointment and
remuneration payable to Mr. Girish Jain on re-appointment for a term of three
years in the notice of the ensuing Annual General Meeting for the approval of
the members.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
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 present composition of the Board,
Mr. Inderchand Jain, Director of the Company is liable to retire by rotation at
this Annual General Meeting and being eligible, offer himself for reappointment.
The Company's policy on Directors' appointment, Boards composition and
remuneration and other matters provided in Section 178(3) of the Act has
been disclosed in detail in the corporate governance report, which forms part
of the directors' report.
ADEQUACY OF INTERNAL CONTROL
The Independent Directors of the Company have submitted the Declaration
of Independence, as required pursuant to section 149(7) of the Companies
Act, 2013, stating that they meet with the criteria of Independence as
provided in sub-section (6) of section 149 of the Companies Act, 2013.
The details in respect of internal financial control, internal audit process and
their adequacy are included in the Management Discussion & Analysis,
which forms part of this report.
PUBLIC DEPOSITS
During the year under review, Mr. Vinit Kedia, Chartered Accountant has
been appointed as a Chief Financial Officer (CFO) of the Company with effect
from June 30th 2015, in place of Mr. Lokesh Ranawat, who resigned from the
post of Chief Financial Officer with effect from June 30, 2015
The Company has neither invited, nor accepted, any fixed deposit from the
public during the year and there was no outstanding deposit due and payable
during the financial year ended on March 31, 2016.
NUMBER OF MEETINGS
AUDITORS
a. Board Meeting
Pursuant to the provisions of Section 139 of the Act and the rules framed
thereunder, M/s. K. S. Aiyar & Co., Mumbai, Chartered Accountants, were
appointed as statutory auditors of the Company from the conclusion of the
Sixteenth Annual General Meeting (AGM) of the Company held on
September 27, 2014 till the conclusion of the Twenty First AGM to be held in
the year 2019, subject to ratification of their appointment at every AGM.
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, which forms part of this report.
b. Audit Committee
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 for the ensuing financial year.
During the year, Four (4) Audit Committee Meetings were convened and
held. The details pertaining to composition of Audit Committee and the
attendance of the Audit Committee members are provided in the Corporate
Governance Report, which forms part of this report.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
c. Nomination and Remuneration Committee
The Statutory Auditors' Report from M/s K. S. Aiyar & Co., Chartered
Accountants and Secretarial Auditors' Report from M/s S. S. Rauthan & Co, a
firm of Company Secretaries in practice, (CP No. 3233) have undertaken the
Statutory and Secretarial Audit respectively of the Company for the financial
year ended March 31, 2016, The auditors' report and secretarial auditors'
report does not contain any qualifications, reservations or adverse remarks.
Report of the Secretarial Auditor is given as an annexure which forms part of
this report.
During the year, Two (2) Nomination and Remuneration Committee Meeting
were convened and held. The details pertaining to composition of
Nomination and Remuneration Committee and the attendance of the
Nomination and Remuneration Committee members are provided in the
Corporate Governance Report, which forms part of this report.
d. Share Transfer and Stakeholders Relationship Committee
During the year, Five (5) Share Transfer and Stakeholders Relationship
Committee Meetings were convened and held. The details pertaining to
composition of Share Transfer and Stakeholders Relationship Committee
and the attendance of the Share Transfer and Stakeholders Relationship
Committee members are provided in the Corporate Governance Report,
SUBSIDIARY AND ASSOCIATE COMPANIES
As on March 31, 2016, your Company has Four (4) wholly owned
subsidiaries viz., (1) KJMC Capital Market Services Limited, (2) KJMC Credit
Marketing Limited, (3) KJMC Shares & Securities Limited (4) KJMC
Commodities Market India Limited. There has been no change in the number
of subsidiaries or in the nature of business of the subsidiaries during the year
under review.
e. Credit and Investment Committee
During the year, Four (4) Credit and Investment Committee Meetings were
convened and held. The details pertaining to composition of Credit and
Investment Committee and the attendance of the Credit and Investment
Committee members are provided in the Corporate Governance Report,
During the year M/s. KJMC Financial Services Limited has become an
Associate Company of M/s. KJMC Corporate Advisors (India) Limited.
Pursuant to provisions of Section 129(3) of the Companies Act 2013 read
with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing
salient features of the financial statements of the Company's subsidiaries
and an Associate Company in Form AOC-1 is attached & forms part of this
report.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, pursuant to the provisions of the Companies Act, 2013 and the
corporate governance requirements as prescribed by Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. At the meeting of the Board all the relevant factors that
are material for evaluating the performance of the individual Directors, as
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
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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.
passed by the Hon’ble High court of Delhi.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of your Company as on March 31, 2016 as
provided under sub-section 3 of Section 92 of the Companies Act, 2013 in the
Form MGT 9 is enclosed and forms part of the Directors' Report.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 OF
THE COMPANIES ACT, 2013
RELATED PARTY TRANSACTIONS
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, 2016, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if
any;
b.
they have selected such accounting policies 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.
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 before the Audit Committee and
also before the Board for its approval.
Information on transactions with related parties pursuant to Section 134(3)(h)
of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts)
Rules, 2014 in Form AOC-2 is annexed and forms part of the report.
they have taken proper and sufficient care 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;
The particulars of loans, guarantees and investments have been disclosed in
the financial statements.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
d.
they have prepared the annual accounts on a going concern basis;
MANAGEMENT DISCUSSION AND ANALYSIS
e.
they have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and
operating effectively;
A report on the Management Discussion and Analysis for the financial year
under review is annexed and forms part of this report.
f.
they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
LISTING OF SHARES
The 3136440 Equity Shares of the Company are listed on BSE Limited. The
Listing fees upto the financial year 2016-17 has been paid to BSE Limited
(BSE).
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal,
statutory and secretarial auditors including audit of internal financial controls
over financial reporting by the statutory auditors, and the reviews performed
by management and the relevant board committees, including the audit
committee, the board is of the opinion that the Company's internal financial
controls were adequate and effective during FY 2015-16.
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 is given below:
(i)
CORPORATE GOVERNANCE
the ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial
year;
Pursuant to regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the compliance with the corporate
governance provisions are not applicable to your Company as the Company's
paid up Equity Share Capital does not exceed of ` 10 Crores and Net Worth
does not exceed of ` 25 Crores as on March 31, 2016. However to maintain
highest standards of Corporate Governance, a separate section on Corporate
Governance, is annexed and forms part of this report.
Non-executive directors
Ratio to median remuneration
Mr. Inderchand Jain
0.03
Mr. S.C. Aythora
0.03
Mr. Nitin Kulkarni
0.03
Mrs. Shraddha Jain
0.02
UPDATE ON LEGAL MATTER
Mr. Rajnesh Jain
0.02
In the matter of professional services rendered to Jammu and Kashmir State
Power Development Corporation (Respondent) for syndicating a loan facility
from consortium of Banks and Financial Institutions, raised a dispute before
the Arbitral Tribunal and made a claim for payment of its outstanding fees by
Respondent of Rs. 7,10,00,000/- on account of its fees for the assignment,
plus interest and costs. The Arbitral Tribunal had given following award in
favour of Company.
Executive Directors
A)
Mr. Girish Jain
(ii)
Name
Designation
Due fees and pre award interest
(a) Principal sum (after deducting The advance of
Rs. 1 Crore already received)
Mr. Inderchand Jain Non Executive Director
` 2,02,50,000/-
(b) Pendente-lite interest:
Simple interest @ 12% Per annum for the period
From 01.02.2005 upto 30.06.2012.
(7 years 5 months )
(c) Total ( a + b )
B)
2.27
The percentage increase in remuneration of each Director, Chief
Financial Officer, Company Secretary, if any, in the financial year;
Costs
` 1,80,22,500/-
% increase in
remuneration in the
financial year i.e.
2015-16
-
Mr. S.C. Aythora
-
Mr. Nitin Kulkarni
-
Mr. Rajnesh Jain
Non Executive Director
-
Mr. Girish Jain
Whole Time Director
-
` 3,82,72,500/-
Mrs. Shraddha Jain Non Executive Director
-
` 62,65,279/-
Mr. Hemant Soni
Company Secretary
21.53
Mr. Vinit Kedia
Chief Financial Officer
10.00
The total sum of money to be paid by the Respondent inclusive of costs as
above shall carry simple interest at the rate of 12% per annum from the date of
the award to the date of realization.
Jammu and Kashmir State Power Development Corporation (Respondent)
had filed appeal and challenged the Arbitral Tribunal award dated July 03,
2012 by filing of petition before the Hon'ble Delhi High Court under section 34
of the Arbitration and Conciliation Act, 1999. The Delhi High Court has passed
the judgment on May 09, 2016 and dismissed the appeal filed by respondent
against the Arbitral Tribunal award dated July 03, 2012. The Company will
take further steps as are necessary for execution of the Award and the order
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(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 March 31, 2016: 7
(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:
FORM AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014)
The average percentage increase in the salaries of employees other
than managerial personnel in the financial year 2015-2016 was around
9%. However there was no increase in the salary of Whole Time
Director (Managerial Personnel) during the year.
Statement containing salient features of the financial statement of subsidiaries
& associate Companies
Part “A”: SUBSIDIARIES
(` in '000”)
The increments given to employees are based on their potential,
performance and contribution which is also benchmarked against
applicable industry norms.
(vi)
Sr. No.
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.
(viii) 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 does not own any manufacturing facility, the other
particulars relating to conservation of energy and technology absorption
stipulated in the Companies (Accounts) Rules, 2014 are not applicable.
However Company believes in conserving the natural resources and uses
CFL and LED Lighting in the office premises which has low energy
consumption.
2
3
4
Name of the subsidiary KJMC Shares KJMC Credit KJMC
& Securities Marketing
Capital
Limited
Limited
Market
Services
Limited
KJMC
Commodities
Market
India
Limited
Reporting period for
the subsidiary
concerned, if
different from the
holding company’s
reporting period
Same as
holding
company
(i.e. 1st April
to 31st
March)
Reporting currency
and Exchange rate
in the case of
foreign subsidiaries.
FOREIGN EXCHANGE EARNINGS AND OUTGO
1
Same as
holding
company
(i.e. 1st April
to 31st March)
Same as
holding
company
(i.e. 1st April
to 31st
March)
INR
INR
Same as
holding
company
(i.e. 1st
April to
31st
March)
INR
INR
Share capital
30020
500
100000
Reserves & surplus
(1281)
8569
32859
4500
(1491)
Total assets
29027
15063
137287
3047
The Company earned ` 44.48 Lakhs in foreign currency in the current
financial year as compared to ` 37 Lakhs in the previous financial year and
incurred expenditure of ` 12.56 Lakhs in the current year as compared to
` 12.51 Lakhs in the previous year.
Total Liabilities
288
5994
4428
38
Investments
11951
830
34237
Nil
Turnover
1217
325
26675
132
INSURANCE
Profit before taxation
(62)
10
796
70
0
The Company's assets have been adequately insured.
Provision for taxation
Nil
(382)
(72)
RISK MANAGEMENT
Profit after taxation
(62)
392
868
70
The Board has formulated a risk management policy to be implemented and
monitored the risk management plan for the Company. The board is
responsible for reviewing the risk management plan and ensuring its
effectiveness. The audit committee of the Board has additional oversight in the
area of financial risks and controls. Major risks identified by the businesses
and functions are systematically addressed through an ongoing mitigating
actions on a continuing basis.
Proposed Dividend
Nil
Nil
Nil
Nil
% of shareholding
100%
100%
100%
100%
Country
India
India
India
India
PART “B”: ASSOCIATES
Statement pursuant to Section 129 (3) of the Companies Act, 2013
related to Associate Companies.
(` in '000”)
The development and implementation of risk management policy has been
covered in the management discussion and analysis Report, which forms part
of this report
Name of Associates
KJMC Financial Services Limited
1. Latest audited Balance
Sheet Date
31-03-2016
2. Shares of Associate held by
the company on the year end
Held by
Equity Shares 0% CCPS*
No.
Company 8,50,000
10,000
WOS**
1,50,000
9,500
Total
10,00,000
19,500
Extend of Holding %
Percentage 22.29 %
65 %
Amount of Investment in
Associates (` in ‘000’)
20,750
4,875
WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION
Certificate from Mr. Girish Jain, Whole Time Director and Mr. Vinit Kedia, Chief
Financial Officer, as specified in Part B of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015 for the
financial year ended March 31, 2016 was placed before the Board of Directors
of the Company at its meeting held on May 19, 2016.
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.
3. Description of how there is Company & its wholly owned subsidiary
significant influence
are holding more than 20% of Equity
shares of KJMC Financial Services
Limited, indicating significant influence
under AS 23.
4. Reason why the associate
is not consolidated
NA
5. Networth attributable to
Shareholding as per latest
audited Balance Sheet
32976
6. Profit / Loss for the year
i. Considered in Consolidation 1409
ii. Not Considered in
Consolidation
-
For and on behalf of the Board of Directors
INDERCHAND JAIN
Chairman
Place: Mumbai
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Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on March 31, 2016
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
*CCPS: Compulsory convertible Preference Shares.
**WOS: Wholly Owned Subsidiary Company.
As per our report of even date attached
For and on behalf of Board
of Directors
For K.S. Aiyar & Co.
Chartered Accountants.
ICAI Firm Registration No. 100186W
Inderchand
Jain
Girish Jain
Chairman
Whole Time
Director
DIN No:
00178901
DIN:
00151673
I.
i.
Vinit Kedia
Hemant
Soni
Membership No. 112888
Chief
Financial
Officer
Company
Secretary
Place: Mumbai
Place: Mumbai
Dated: May 19, 2016
Dated : May 19, 2016
CIN
L67120MH1998PLC113888
ii. Registration Date
Sachin A Negandhi
Partner
REGISTRATION AND OTHER DETAILS:
09.03.1998
iii. Name of the Company
iv. Category /Sub-Category
of the Company
Public Company limited by shares
v. Address of the Registered
office and contact details
Mumbai - 400021.
Tel.No. 022-40945500,
Fax.No. 022-22852892
E-mail id:[email protected]
vi. Whether listed company
Yes
vii. Name, Address and Contact
details of Registrar and
Transfer Agent, if any
Bigshare Services Pvt. Ltd.
E-2 & 3, Ansa Industrial Estate,
Saki Vihar Road, Saki Naka,
Andheri (East), Mumbai – 400072.
Tel.No. 022-40430200,
Fax.No. 022-28475207
E-mail id:[email protected]
FORM AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014)
II.
Form for disclosure of particulars of contracts/arrangements entered into by
the company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arms length transactions under
third proviso thereto:
1.
2.
Details of contracts or arrangements or transactions not at arm's length
basis: Nil
Nature of
contracts/
arrangements
/transactions
Duration of
the contracts/
arrangements
/ transactions
Salient terms
of the
contracts or
arrangements
or transactions
including the
value, if any
1. Khandelwal
Jain and Co.
Chartered
Accountant,
firm (Director
is a partner)
Availed
professional
services
for the client
based on
assignment
Appointed for 27.05.2015
attending
income tax
matters for
the client.
` 5,68,025/-
Nil
Providing
27.05.2015
advise on
Company and
Allied Laws on
a retainership
basis for a
consideration
of `10,00,000/-
Nil
2. Khandelwal Rendering
Jain and Co. professional
Chartered
services
Accountant,
firm (Director
is a partner)
For the
period June,
2015 to
March, 2016
Date(s) of
approval by
the Board,
if any
Sr. Name and Description of
No. main products/services
NIC Code of the % to total turnover
Product/service of the company
1
99712000
Merchant Banking Services
100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE
COMPANIES
Details of material contracts or arrangement or transactions at arm's
length basis:
Sr. Name(s) of
No. the related
party and
nature of
relationship
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of
the company shall be stated:-
Sr. Name and Address CIN/GLN
No of the Company
Amount
paid as
advances,
if any
Holding/
% of Applicable
Subsidiary of shares
the Company
Section
1
KJMC Capital
Market Services
Limited
U64990MH1994PLC077388 Subsidiary
100
2(87)
2
KJMC Shares and
Securities Limited
100
2(87)
3
KJMC Credit
Marketing Limited
100
2(87)
4
KJMC Commodities U51909MH2009PLC189905 Subsidiary
100
2(87)
5
KJMC Financial
Services Limited
22.29* 2(6)
L99999MH1988PLC047873
Associate
*KJMC Corporate Advisors (India) Limited holds 18.93% and KJMC Share and Securities Ltd, a
Wholly Owned Subsidiary, holds 3.36% in the equity shares of KJMC Financial Services Limited.
IV.
SHARE HOLDING PATTERN (Equity Share Capital Breakup as
percentage of Total Equity)
i)
Category-wise Share Holding
Category of
Shareholders
No. of Shares held at the beginning
of the year i.e. 01.04.2015
No. of Shares held at the end of
the year i.e. 31.03.2016
KJMC Corporate Advisers (India) Limited
Demat
Physical Total
Inderchand Jain
Chairman
Total % Demat
of
Shares
Physical Total
%
Change
during
the year
Total %
of
Shares
A. Promoters
Place: Mumbai
(1) Indian
a) Individual/HUF 1672994 -
1672994 53.34
1672994 -
1672994
53.34
b) Central Govt
-
-
-
-
10
-
-
-
-
0.00
c) State Govt (s) -
-
-
-
d) Bodies Corp.
-
-
-
-
-
-
-
-
e) Banks / FI
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(ii) Shareholding of Promoters
Sr. Shareholder’s
No Name
f) Any Other
-
Sub-total
1672994 -
1672994 53.34
1672994 -
1672994 53.34
(2) Foreign
-
-
-
-
-
-
-
-
a) NRIs Individuals
b) Other–
Individuals
c) Bodies Corp.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
d) Banks / FI
-
-
-
-
-
-
-
-
e) Any Other… . -
-
-
-
-
-
-
-
Sub-total (A) (2):- -
-
-
-
-
-
-
-
Total
shareholding of
Promoter (A) =
(A)(1)+(A)(2)
1672994 -
1672994 53.34
1672994 -
0.00
1
1672994 53.34
Share holding at the beginning Share holding at the end
0.00
Mr. Inder Chand
Jain
No. of % of
Shares Total
Shares
of the
Company
% of
No. of
Shares Shares
Pledged /
encumbered to
total
shares
% of
Total
Shares
of the
Company
998250 31.83
0.00
31.83
998250
%
change
In share
Holding
during
the year
% of
Shares
Pledged/
encumb-
ered to
total
shares
0.00
0.00
2
I C Jain HUF
220500 7.03
0.00
220500
7.03
0.00
0.00
3
Mrs. Chanddevi
Jain
152690 4.87
0.00
152690
4.87
0.00
0.00
B. Public
Shareholding
4
Mr. Rajnesh Jain
100518 3.20
0.00
100518
3.20
0.00
0.00
1. Institutions
5
Mr. Pankaj Jain
100518 3.20
0.00
100518
3.20
0.00
0.00
6
Mr. Girish Jain
100518 3.20
0.00
100518
3.20
0.00
0.00
a) Mutual Funds -
-
-
-
-
-
-
-
b) Banks / FI
65400
65400
2.09
-
65400
65400
2.09
0.00
c) Central / State
Govt (s)
-
7050
7050
0.22
-
7050
7050
0.22
0.00
d) Venture
Capital Funds
-
-
-
-
-
-
-
-
e) Insurance
Companies
-
-
-
-
-
-
-
-
f) FIIs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
h) Others
(specify)
-
-
-
-
-
-
-
-
72450
72450
2.31
-
72450
72450
2.31
-
-
-
-
560872 17.88
532748
20750
553498
17.65
(0.23)
i) Individual
shareholders
holding nominal
share capital
upto Rs. 1 lakh 279031 203917 482948 15.40
286036
203217 489253
15.60
0.20
2.Non-Institutions
a) Bodies Corp.
540122 20750
Sr. Shareholder’s
No. Name
1.
At the beginning of the
year
2.
Date wise Increase /
Decrease in Promoters
Share holding during
the year specifying the
reasons for increase
/decrease
(e.g. allotment /
transfer /bonus/
sweat equity etc):
0.00
b) Individuals
ii) Individual
shareholders
holding nominal
share capital in
excess of
Rs 1 lakh
330766 15300
3.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors,
Promoters and Holders of G DRs and ADRs):
Sr. Shareholder’s
No. Name
346066 11.03
331735
15300
347035
11.06
0.03
i) Non Resident
Indians
510
-
510
0.02
610
-
610
0.02
0.00
ii)Clearing
Members
-
-
-
-
-
-
-
-
-
600
0.02
350
250
600
0.02
0.00
Sub-total (B)(2):- 1150779 240217 1390996 44.35
1151479 239517 1390996 44.35
0.00
Total Public
Shareholding
(B)=(B)(1)+(B)(2) 1150779 312667 1463446 46.66
1151479 311967 1463446
0.00
C. Shares held
by Custodian for
GDRs & ADRs Grand Total
(A+B+C)
1
2
3
250
-
There is no change in Promoters'
Shareholding between
01.04.2015 to 31.03.2016
At the end of the year
c) Others
(specify)
iii) Directors
& their Relatives
& Friends
350
Shareholding at the
Cumulative
beginning of the year Shareholding during
the year
No. of % of Total
No. of % of Total
Shares Shares of
Shares Shares of
the Company
the Company
g) Foreign
Venture Capital
Funds
Sub-total (B)(1):- -
(iii) Change in Promoters' Shareholding (please specify, if there is no
change)
-
-
2823773 312667 3136440 100
-
-
2824473 311967
-
46.66
-
3136440 100
4
5
6
7
8
9
0.00
10
11
Rajesh Patni
Frontline Venture
Services Private Limited
Oricon Properties
Private Limited
Ravindra Kala
Optus Impex (P) Ltd
TCK Finance And
Leasing Pvt Ltd
Dena Bank
Usha Kala
Apex Enterprises
(India) Ltd
Yashodham Merchants
Pvt Ltd
Shareholding at the
No.of shares held
beginning of the year at the end of given
i.e. 01/04/2015
year i.e. 31/03/2016
No. of % of Total
No. of % of Total
Shares Shares of
Shares Shares of
the Company
the Company
125000 3.99
125000 3.99
111370 3.55
111370 3.55
106420 3.39
84060 2.68
83350 2.66
106420 3.39
84060 2.68
83350 2.66
75000
64300
60590
2.39
2.05
1.93
75000 2.39
64300 2.05
60590 1.93
50000
1.59
50000 1.59
27050
0.86
27050 0.86
A
D
V
I
C
E
M
A
T
T
E
R
S
(v)
Shareholding of Directors and Key Managerial Personnel:
Sr. Shareholder’s
No. Name
Date
Shareholding at
the beginning of
the year
No. of % of
No. of
Shares Total
Shares
Shares
of the
Company
1
2
3
4
Mr. Inder Chand
Jain
Mr. Rajnesh Jain
Mr. Girish Jain
Mr. Nitin V Kulkarni
01.04.2015 998250 31.83
31.03.2016
(c)Profits in lieu of salary
under section 17(3)
Income-tax Act,1961
Cumulative
Shareholding
during the year
% of
Total
Shares
of the
Company
01.04.2015 100518 3.20
100518 3.20
100518 3.20
2.
Stock Option
Nil
Nil
Sweat Equity
Nil
Nil
Commission
Nil
Nil
_ as % of profit
_ others, specify…
5.
Others - Contribution to
provident fund
2,20,320
2,20,320
Total(A)
20,95,921
20,95,921
60,00,000 p.a.
01.04.2015 100518 3.20
100518 3.20
Ceiling as per section II of part II of
schedule “V” of the Companies
Act, 2013
31.03.2016
100518 3.20
B. Remuneration Paid to other Directors:
01.04.2015 250
0.00
31.03.2016
01.04.2015 350
31.03.2016
0.00
Nil
3.
4.
998250 31.83
998250 31.83
31.03.2016
Nil
250
0.00
Sr. Particulars of Remuneration
250
0.00
No.
350
350
0.00
0.00
1.
Independent Directors
(Amount in `)
Name of Directors
Total
Amount
5
Mr. S. C. Aythora
V.
INDEBTEDNESS
•
Indebtedness of the Company including interest outstanding/accrued but
not due for payment:
Fee for attending board /
committee meetings
30,000
30,000
•
Commission
-
-
-
(` in '000”)
•
-
Secured
Loans
excluding
deposits
Unsecured Total
Loans
Indebtedness
Indebtedness at the
beginning of the financial
year i.e. 01.04.2015
i)Principal Amount
4265
10000
14265
ii)Interest due but not paid
-
-
-
Mr. S. C. Mr. Nitin
Aythora Kulkarni
Others, please specify
-
-
Total (1)
30,000
30,000
2.
Other Non-Executive
Directors
Inderchand Rajnesh Shraddha
Jain
Jain
Jain
•
Fee for attending board /
committee meetings
28,000
22,000
20,000
70,000
•
Commission
-
-
-
-
•
Others, please specify
-
-
-
-
28,000
22,000
20,000
70,000
Total (B)=(1+2)
58,000
52,000
20,000
1,30,000
3
-
3
Total Managerial Remuneration -
Total(i+ii+iii)
4268
10000
14268
Overall Ceiling as per the Act
•Addition
23122
-
23122
•Reduction
(27281)
-
(27281)
Net Change
(4159)
-
(4159)
C.
106
10000
10106
ii)Interest due but not paid
-
-
-
iii)Interest accrued but
not due
2
-
2
Total(i+ii+iii)
108
10000
10108
1.
Rs. 1 lakh per meeting of the Board or
committee thereof.
Key Managerial Personnel
Vinit Kedia Hemant Soni Total
CFO w.e.f. Company
01.07.2015 Secretary
Gross salary
(a) Salary as per provisions
6,81,222/contained in section 17(1)of
the Income-tax Act,1961
(b) Value of perquisites u/s 17(2)
of Income-tax Act,1961
(c) Profits in lieu of salary Under
section 17(3) of Income-tax
Act,1961
2. Stock Option
Nil
3. Sweat Equity
Nil
4. Com mission
Nil
_ as % of profit
_ others, specify…
5. Others, please specify
Nil
Total
6,81,222/-
REMUNERATION PAID TO DIRECTORS AND KEY MANAGERIAL
PERSONNEL
(Amount in `)
A. Remuneration of Whole-time Directors :
No.
-
1.
i)Principal Amount
VI.
- -
Remuneration paid to Key Managerial Personnel other than MD /
MANAGER /WTD
(Amount in `)
No.
Indebtedness at the end
of the financial year
31.03.2016
60,000
Total (2)
iii)Interest accrued but
not due
Change in Indebtedness
during the financial year
60,000
-
Mr. Girish Jain
(Whole Time
Director)
Total
Amount
(a) Salary as per provisions
contained in section 17(1)of
the Income-tax Act, 1961
18,36,001
18,36,001
(b)Value of perquisites u/s
17(2) Income-tax Act,1961
39,600
39,600
Gross salary
13,32,016/-
20,13,238/-
Nil
Nil
Nil
Nil
Nil
Nil
Nil
13,32,016/-
Nil
20,13,238/-
VII. PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES (Under
the Companies Act):
There were no penalties, punishment or compounding of offences during
the year ended March 31, 2016.
12
We have relied on the representation made by the Company and its Officers
for systems and mechanism formed by the Company for compliances under
other applicable Acts, Laws and Regulations to the Company.
SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
We have also examined compliance with the applicable clauses of the
following:
To,
a)
Secretarial Standards issued by The Institute of Company Secretaries
of India;
b)
Securities and Exchange Board of India (Listing obligation and
Disclosure Requirements) Regulations 2015; and
c)
The Listing Agreement entered into by the Company with Bombay Stock
Exchange.
The Members,
162, 16th Floor, Atlanta,
Nariman Point, Mumbai-400021
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate governance
practice by KJMC Corporate Advisors (India) Limited. Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing our opinion
thereon.
We have also examined compliance with the applicable Laws, Act, Rules,
Regulations, Guidelines, Standards, etc., complied by KJMC Capital Market
Services Limited, KJMC Shares and Securities Limited, KJMC Credit
Marketing Limited and KJMC Commodities Market India Limited, the
subsidiaries of the Company.
During the financial year under report, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above.
Based on our verification of the Company's Books, Papers, Minutes Books,
Forms and Returns filed and other records maintained by the Company and
also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of Secretarial Audit, we hereby
report that in our opinion, the Company has, during audit period covering the
financial year ended 31st March, 2016 (“Audit Period”) complied with the
statutory provisions listed hereunder and also that the Company has proper
Board processes and compliance mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
We further report that, having regard to the compliance system prevailing in
the Company and on examination of the relevant documents and records in
pursuance thereof, on test-check basis, the Company has complied with the
following laws applicable specifically to the Company:
We have examined the books, papers, minute books, forms and returns filed
and other records maintained by the Company for the financial year ended on
31st March, 2016, according to the provisions of:
(i)
The Companies Act, 2013 (the Act) and the rules made thereunder ;
(ii)
The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules
made thereunder;
(iii)
The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
(iv)
During the Audit Period there was no transactions relating to Foreign
Direct Investment and Overseas Direct investment and External
Commercial Borrowings observed under Foreign Exchange
Management Act, 1999 and the rules and regulations made thereunder.
(v)
The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011;
b)
The Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 1992 and 2015;
c)
During the Audit Period the Company has not issued or allotted
any securities under The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations,
2009;
d)
The Company until the Audit Period has not offered Employee
Stock Option Scheme and Employee Stock Purchase Scheme
under the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 and The Securities and Exchange Board of
India (Share based Employee Benefits) Regulations, 2014
notified on 28th October, 2014;
e)
During the audit period the Company has not issued or allotted
any debt securities under the Securities and Exchange Board of
India (Issue and Listing of Debt Securities) Regulations, 2008;
f)
The Securities and Exchange Board of India (Registrars to an
Issue and Share Transfer Agents) Regulations, 1993, regarding
the Companies Act and dealing with client;
g)
During the Audit Period the Company has not applied/delisted any
Securities under the Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009;
h)
During the Audit Period the Company has not bought back any
securities under the Securities and Exchange Board of India
(Buyback of Securities) Regulations, 1998;
Regulatory Guidelines and Regulations issued by The Securities and
Exchange Board of India under SEBI (Merchant Bankers) Regulation
1992 and its amemdment from time to time;
(b)
Regulatory Guidelines and Regulations issued by The Securities and
Exchange Board of India under SEBI (Stock Brokers and Sub-Brokers)
Regulation 1992 and its amendment from time to time (applicable to
subsidiaries).
(c)
Labour Laws and other incidental laws related to employees appointed
by the Company either on its payroll or on contractual basis related to
wages, gratuity, provident fund, ESIC, compensation etc.;
We further report that
The Board of Directors of the Company is duly constituted with proper balance
of executive Directors, Non-Executive Directors, Woman Director and
Independent Directors. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in
compliance with the provisions of the Act.
The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act'):a)
(a)
Adequate notice is given to all directors to schedule the Board Meetings,
agenda and detailed notes on agenda were sent at least seven days in
advance, and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out
unanimously as recorded in the minutes of the meetings of the Board of
Directors or Committee of the Board, as the case may be.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the company to
monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
We further report that during the year under report, the Company has not
undertaken any event/action having a major bearing on the Company's affairs
in pursuance of the above referred laws, rules, regulations, guidelines,
standards, etc.
For S. S. Rauthan & Associates,
Company Secretaries
Surjan Singh Rauthan
Proprietor
FCS No.: 4807
COP No.: 3233
Mumbai
Dated: 19th May, 2016
13
A
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MANAGEMENT DISCUSSION & ANALYSIS
Project and Corporate activities and growth will take some time to
see its impact on the Company's revenue your Company earned the
total consolidated revenue of ` 542.85 Lakhs as against ` 581.08
Lakhs in the previous year. The total consolidated expenditure
during the year under review was ` 530.64 Lakhs as against `
541.96 Lakhs in the previous year. The consolidated Net Profit after
tax for the year was ` 30.88 Lakhs as against Net Profit ` 71.99
Lakhs in the previous year. Your directors expect better performance
of the Company in the coming years as the Governments spending
on infrastructure gathers momentum leading to Corporate funding
activity for projects pick up.
The Following Management Discussion and Analysis should be read
with the Company's Financial Statement included herein and the notes
thereto. The Financial Statements have been prepared in compliance
with the requirement of notified sections of the Companies Act 2013 and
the Accounting Standards and Principles as also the applicable sections
of Companies Act 1956.
The Company's Management accepts responsibility for the integrity
objectivity and correctness of the financial Statements. The estimates
and judgments have been made on a prudent and reasonable basis in
order that the financial statements reflect in a true and fair manner the
substance of the transaction. The Management discussion and Analysis
contains forward looking statements and the actual results may
materially differ from those expressed or implied statements in this
Report. The discussion in this report related to the consolidated
financials of the Company including its subsidiaries unless otherwise
stated.
Standalone
During the year under review, the total standalone revenue was
` 228.62 Lakhs as against ` 272.93 Lakhs in the previous year. The
total expenditure during the year under review was ` 224.55 Lakhs
as against ` 249.58 Lakhs in the previous year. The Net Profit after
tax for the year was ` 4.03 Lakhs as against Net Profit ` 25.05 Lakhs
in the previous year.
Economic Outlook
3.
The growth of GDP accelerated to 7.6% in 2015-16. This was possible
notwithstanding the contraction of global exports by 4.4% compared to
7.7% growth in world exports during the last three years. The
International Monetary Fund has hailed India as a 'bright spot' amidst a
slowing global economy. As per the World Economic Forum, India's
growth is 'extraordinarily high' in 2015-16. This has been accomplished
despite of very unfavorable conditions, inherited low growth of an
economy, high inflation and zero investor confidence in Government's
capability to govern. These difficulties and challenges were converted
into opportunities.
As part of the capital market services, your Company has been
prominent in managing Initial Public Offers, Rights Issues, Followon Offers, Qualified Institutional Placements and Preferential
Placements to institutional and strategic investors. Our expertise in
due diligence, structuring, pricing and distribution combined with
independent, unbiased and objective recommendation has set us
apart from the competition.
Your Company has built an enormous reservoir of knowledge and a
great understanding of regulatory environment and the investor
psychology. Your Company's expertise lies in tailoring an
appropriate structure for raising funds for the client and executing it
in the best possible way. We advise companies on the best mix for
accessing capital markets to achieve their objective of growth and
building shareholder value.
1. COMPANY'S BUSINESS AND SERVICES OFFERRED
Your Company is a Category-I Merchant Banker registered with the
Securities & Exchange Board of India (SEBI). Your Company
visualizes immense growth potential in its major lines of activity. The
booming Economy, Increasing role for the private sector, possible
opening up of the Agriculture sector, further removal of Trade
barriers, the latent thrust on Infrastructure sector etc. are expected to
open up vast opportunities for business in India. Governmental
controls on most business activities are set to evaporate. The
Country has highly talented and trained manpower which is
attracting Global giants to set up manufacturing base in India. All
these will usher in a period of sustained growth, opening immense
opportunities for your Company in its core area of business.
4. RISKS AND CONCERNS:The Company is exposed to specific risks that are particular to its
business and the environment within which it operates including
economic cycle, market risks, competition risk, interest rate volatility,
human resource risk and execution risk etc. The Company manages
these risks by maintaining a conservative financial profile and by
following prudent business and risk practices. Being engaged in the
business in a highly regulated industry; we are presented with risk
containment measures in the very regulations. The company's
business could potentially be affected by the following factors:-
The Company offers following Services to the Corporate Sector:
(1)
Merchant Banking Services (Equity raising through Capital
Markets)
(2)
Business Advisory Services
(3)
Syndication of funds through PE / VC / Seed Funds / Angel
Investors
(4)
Debt syndication – Term Loan / Working Capital Finance
(5)
Channel Financing
(6)
Advisory on Project Financing, Debt Restructuring, Debt
Refinancing and One Time Settlement (OTS)
(7)
Mergers and Acquisition related Services
(8)
Corporate Advisory Services
BUSINESS OUTLOOK:-
5.
·
Impact of markets on our revenues and investments,
sustainability of the business across cycles;
·
Risk that a client will fail to deliver as per the terms of a contract
with us or another party at the time of settlement;
·
Risk due to uncertainty of a counter party's ability to meet its
financial obligations to us;
·
Inability to conduct business and service clients in the event of
a contingency such as a natural calamity, breakdown of
infrastructure, etc.
OPPORTUNITIES AND THREATS:Opportunities:
2. FINANCIAL REVIEW:-
Stable Government clarity on Taxation, Low Budget deficit due
to easing of Commodity prices coupled with a pro Reforms
Bias;
Consolidated
During the year under review, while the sentiments improved the
Expected Government spending on infrastructure to revive
14
stalled Projects will give a Quantum boost to economy;
REPORT ON CORPORATE GOVERNANCE
Make in India Campaign a Boost to Manufacturing & active
Stock Market;
Pursuant to regulation15(2) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the compliance with the corporate
governance provisions are not applicable to your Company as the
Company's paid up equity share capital does not exceed ` 10 Crores and
net worth does not exceed of ` 25 Crores as on March 31, 2016. However
your Company ensures compliance with all the relevant and applicable
laws and the report on Corporate Governance is given below to maintain
highest standards of Corporate Governance.
Leveraging strong brand image of the Group;
Regulatory reforms aiding greater participation by all classes of
investors;
Focus on reforms will provide opportunities for sustainable
growth of Indian economy leading to investment/capital
requirement;
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Your Company is committed to uphold the highest standards of
Corporate Governance in its operations. The policies and practices
are not only in line with the statutory requirement, but also reflect your
Company's commitment to operate in the best interest of its stake
holders. The responsibility for maintaining high standards of
governance lies with Company's Board and Committees of the Board,
which are empowered to monitor implementation of the best
Corporate Governance practices including making necessary
disclosures within the framework of legal and regulatory provisions
and Company conventions.
Acquisitions/consolidations/restructuring by corporate
provides greater opportunities for corporate advisory
business;
Growing mid-size segment of corporate activity where the
need for customized; solutions is particularly high;
Globalisation of Economy and Business;
Utilizing technology to provide solutions to customers;
Your Company is committed to ensure that the Company's Board
continues to be constituted as per the prescribed norms, meets
regularly, provides effective leadership, exercises control over the
management, monitors executive performance and ensures
appropriate disclosures. Your Company provides free access to the
Board for relevant information, professional advice and commits
resources to enable it to carry out its role effectively.
Low retail penetration of financial services / products in India
offers opportunities for growth;
Threats:
Continued tight monetary policy by RBI to reign and control
high inflation leading to decelerating investment demand;
2. BOARD OF DIRECTORS
Regulatory changes across the world impacting the landscape
of business;
(a)
The composition of the Board of your Company complies with the
provisions of the Companies Act, 2013. As on March 31, 2016 the
Board consists of Six (6) Directors comprising of three Non-Executive
Directors, including a woman Director, two Independent Directors and
one Executive Director. The composition of the Board represents an
optimal mix of professionalism, knowledge and experience and
enables the Board to discharge its responsibilities and provide
effective leadership to the business. The Chairman of the company is
non-executive director.
Increased competition from local and global players operating
in India;
Continuous downward pressure on the fees, commissions and
brokerages caused by heightened competition and willingness
of most players to deliver services at very low fees;
Execution risk;
High attrition rate of skilled and experienced human capital.
During the year the Board of Directors met six (6) times i.e. May 27,
2015, June 30, 2015, August 11, 2015, November 06, 2015, February
06, 2016 and March 29, 2016 and the gap between two meetings did
not exceed the statutory period laid down by the Companies Act, 2013
and the Secretarial Standard-1 issued by the Institute of Company
Secretaries of India i.e. one hundred twenty days. The necessary
quorum was present for all the meetings.
6. ADEQUACY OF INTERNAL CONTROLS:Your Company has a proper and adequate system of internal
controls to ensure that all assets are safeguarded and protected
against loss from unauthorised use or disposition and that
transaction are authorised, recorded and reported correctly. The
Company has an extensive system of internal control which ensures
optimal utilisation and protection of resources, its security, accurate
reporting of financial transactions and compliances of applicable
laws and regulations as also internal policies and procedures. The
Company has continued its efforts to align all its processes and
controls with global best practices in these areas as well.
7.
Board Composition & Meetings:
The names and categories of the Directors on the board, their
attendance at board meetings held during the year and the number of
directorships and committee chairmanships / memberships held by
them in other public companies as on March 31, 2016 are given
herein below. Other directorships do not include directorships of
private Limited Companies, Section 8 companies and of companies
incorporated outside India.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES
Your Company continues to lay great stress on its most valuable
resource - people. Continuous training, both on the job and in an
academic setting, is a critical input to ensure that employees at all
levels are fully equipped to deliver a wide variety of products and
services to the fast growing customer base of your Company. It is
our endeavor to create an environment where people can use their
capabilities to support our business. Therefore, your Company
encourages its employees to have edge over other competitors in
the Capital Market.
15
A
D
V
I
C
E
M
A
T
T
E
R
S
Name of the Director
Category
Number of Board
meetings during the
year 2015-16
Held
Attended
Whether attended
last AGM held on
September 19, 2015
Number of directorships
in other Public Companies
Number of committee
positions held in
other public companies
Chairman
Member
Mr. Inderchand Jain
(Chairman)
DIN:00178901
Promoter
& Non
Executive
Director
6
6
Yes
4
2
1
Mr. Rajnesh Jain
DIN:00151988
Promoter &
Non
Executive
Director
6
5
Yes
6
0
4
Mr. Girish Jain
DIN:00151673
Promoter &
Executive
Director
6
6
No
7
0
5
Mr. S.C. Aythora
DIN:00085407
Independent
Director
6
5
Yes
9
3
1
Mr. Nitin Kulkarni
DIN: 02297383
Independent
Director
6
5
Yes
2
2
3
Mrs. Shraddha Jain
DIN:00156306
Promoter &
Non
Executive
Director
6
5
Yes
1
0
0
None of the directors on the board hold directorships in more than ten
public companies. Further, none of them is a member of more than ten
committees or chairman of more than five committees across all public
companies in which they are directors.
The audit committee invites executives, as it considers appropriate
(particularly the head of the finance function), representatives of the
statutory auditors and representatives of the internal auditors to be
present at its meetings. The Company Secretary acts as the secretary to
the audit committee. The last Annual General Meeting (AGM) of the
Company was held on September 19, 2015 and was attended by Mr.
Nitin Kulkarni, Chairman of the audit committee
(b) Board Procedures
The Agenda for the meetings is circulated well in advance to the Board of
Directors. The items in the Agenda are backed by comprehensive
background information to enable the Board to take appropriate informed
decisions. The Board is also kept informed of major events/items and
approvals taken wherever necessary. At the Board meetings, the Board is
appraised of the overall performance of the Company.
4.
3. AUDIT COMMITTEE
(a)
The audit committee of the Company is constituted in accordance with the
Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 read with Section 177 of the Companies Act, 2013.
(a)
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is
constituted in accordance with the Regulation 19 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 read with
Section 178 of the Companies Act, 2013.
The terms of reference :
The Audit Committee provides direction to the audit and risk
management function in the Company and monitors the quality of
internal audit and management audit. The terms of reference of the
audit committee have been specified in writing by the Board of
Directors of the Company in accordance with section 177 (4) and
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.
(b)
(b)
Composition & Meetings:
The composition of the nomination and remuneration committee
and the details of meetings attended by its members are given
below:
The composition of the audit committee and the details of meetings
attended by its members are given below:
Executive/
Non-Executive/
independent
No. of Meetings
attended during
the year
Held
Attended
Chairman- Independent
Director
4
4
Mr. Inderchand Jain
Non Executive Director
4
4
Mr. S. C. Aythora
4
4
Mr. Nitin Kulkarni
Composition & Meetings:
The Committee met two (2) times during the financial year 201516, i.e. May 27, 2015 and March 19, 2016.
The Audit Committee met four (4) times during the year i.e. May 27,
2015, August 11, 2015, November 06, 2015 and February 06, 2016
and the gap between two meetings did not exceed one hundred
twenty days. The necessary quorum was present for all the
meetings.
Name of Director
Terms of Reference:
The terms of the reference of the Committee are to review and
recommend compensation payable to the Executive Directors and
also to formulate and administer Employees Stock Option
Scheme, including the review and grant of options to eligible
employees under the scheme. The Committee also ensures the
Compensation Policy of the Company and Performance Oriented
Scheme for Senior Managers, The role of the committee has been
defined as per section 178(3) of the Companies Act, 2013 and
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.
16
Name of Director
Category
Mr. Nitin Kulkarni
Chairman - Independent
Director
No. of meetings
during the
financial year
Held
Attended
2
2
Mr. S.C. Aythora
2
2
Mr. Rajnesh Jain
Non-Executive Director
2
2
(c)
Remuneration Policy:
(f)
The Nomination and Remuneration Committee is fully empowered
to determine/approve and revise, subject to necessary approvals,
the remuneration of managerial personnel including Managing
Director/Whole Time Director after taking into account the financial
position of the Company, trends in the industry, qualifications,
experience, past performance and past remuneration, etc.
Name
The Company's remuneration policy is directed towards rewarding
performance based on review of achievements periodically. The
remuneration policy is in consonance with the existing industry
practice.
5.
The Independent Director shall be entitled to receive remuneration
by way of sitting fees, reimbursement of expenses for participation
in the Board/ Committee meetings.
998250
Mr. Rajnesh Jain
100518
Mr. Girish Jain
100518
Mr. S. C. Aythora
350
Mr. Nitin Kulkarni
250
SHARE TRANSFER AND STAKEHOLDERS RELATIONSHIP
COMMITTEE
The role and functions of the Share Transfer and Stakeholders
Relationship Committee are the effective redressal of grievances of
shareholders, debenture holders and other security holders including
complaints related to transfer of shares, non-receipt of balance sheet,
non-receipt of declared dividends. The Committee overviews the steps to
be taken for further value addition in the quality of service to the investors.
The Independent Directors of the Company shall not be entitled to
participate in the Stock Option Scheme of the Company, if any,
introduced by the Company.
During the year, one (1) complaint was received from shareholder and
has been attended/resolved. As on March 31, 2016, no investor
grievance has remained unattended/ pending for more than thirty days.
The Board has delegated the powers to approve transfer of securities
allotted by the Company to this Committee. As on March 31, 2016, no
transfer was pending.
Board Governance, Nomination and Remuneration Committee
recommend the remuneration for the Chairman and Whole Time
Director, Senior Management and Key Managerial Personnel. The
payment of remuneration to Executive Directors is approved by the
Board and Shareholders.
The Committee is headed by Mr. Inderchand Jain, Non-Executive
Director and consists of the members as stated below. During the year
ended on March 31, 2016, five meetings were held on April 07, 2015,
April 17, 2015, November 20, 2015, January 15, 2016 and March 04,
2016.
Details of sitting fees paid to the Directors for the year ended
March 31 , 2016:
A Non Executive Directors are paid sitting fees of Rs. 4000/- for
every meeting of the Board of Directors and Rs. 1000/- for every
meeting of the Audit Committee and Nomination & Remuneration
Committee.
The composition of the Share Transfer and Stakeholders Relationship
Committee and the details of meetings attended by its members are
given below:
An Independent Directors are paid sitting fees of Rs. 4000/- for
Independent Directors Meeting.
Sr. Name of Director
No.
The remuneration by way of sitting fees for attending Board, Audit
Committee, Nomination & Remuneration Committee and
Independent Directors Meetings paid to Directors are as follows:
Category
No. of meetings
during the
financial year
Held
Attended
Mr. Inderchand Jain Chairman -NonExecutive Director
5
4
2.
Mr. Nitin Kulkarni
5
5
3.
Mr. Rajnesh Jain
5
4
Mr. Girish Jain
Executive Director
5
5
(Amount in `)
1.
Sitting Fees
Board
Audit
Nomination & Independent
Meeting Committee Remuneration Directors
Meeting
Committee
Meeting
Meeting
4.
Name of Director
Number of equity shares
Mr. Inderchand Jain
The Share Transfer and Stakeholders Relationship Committee of the
Company is constituted in accordance with the Regulation 20 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 read
with Section 178 of the Companies Act, 2013.
A Non Executive Director shall be entitled to receive sitting fees for
each meeting of the Board or Committee of the Board attended by
him, of such sum as may be approved by the Board of Directors
within the overall limits prescribed under the Companies Act, 2013
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
(d)
Details of equity shares of the Company held by the Directors
as on March 31, 2016 are given below:
Mr. S.C. Aythora
20000
4000
2000
4000
Name, designation and address of Compliance Officer:
Mr. Nitin Kulkarni
20000
4000
2000
4000
Mr. Inderchand Jain 24000
4000
-
-
Mr. Rajnesh Jain
20000
-
2000
-
Mrs. Shraddha Jain 20000
-
-
-
Mr. Hemant Soni
Company Secretary and Compliance Officer
162, Atlanta, 16th Floor, Nariman Point, Mumbai 400 021
Telephone: 022-40945500 Ext: 104 Fax: 91 22 22852892
Email : [email protected]
(e)
Details of remuneration paid to the Executive Directors for the
year ended March 31, 2016:
Name of
Whole
Time
Director
Salary
as per
17 (1)
of the
IT Act
Benefits
Contribution Total
perquisites to provident
and
fund
allowances
as per 17(2)
IT Act
Mr. Girish
Jain
18,36,001 39,600
2,20,320
6.
Service
contract
/ Notice
period
CREDIT AND INVESTMENT COMMITTEE
In addition to the above referred Committees which are mandatory under
the Companies Act 2013, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and under the SEBI Guidelines, the
Board of Directors has constituted Credit and Investment committee for
considering and approving the proposals of investing the funds of the
Company and to grant loan or give guarantee or provide security in
respect of loans. The committee comprises of Mr. Inderchand Jain,
Chairman, Mr. Girish Jain and Mr. Rajnesh Jain as the members of the
committee.
20,95,921 Three
years
from April
01, 2013
to March
31, 2016
Credit and Investment Committee met four (4) times during the year on
December 01, 2015, December 18, 2015, February 09, 2016 and March
14, 2016.
* Mr. Girish Jain is reappointed for the further period of 3 (Three) years from
April 1, 2016 to March 31, 2019 subject to the approval of members at the
ensuing Annual General Meeting.
17
The composition of the Credit and Investment Committee and the details
of meetings attended by its members are given below:
A
D
V
I
C
E
M
A
T
T
E
R
S
Sr. Name of Director
No.
9.
No. of meetings
during the
financial year
Held
Attended
Mr. Inderchand Jain Chairman Non-Executive Director
4
4
2.
Mr. Girish Jain
Executive Director
4
4
3.
Mr. Rajnesh Jain
4
4
1.
7.
Category
INDEPENDENT DIRECTORS MEETING
As stipulated by the Code of Independent Directors under Schedule IV of
the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Independent Directors
of the Company shall hold atleast one meeting in a year without the
presence of Non Independent Directors and members of the
management. All the independent directors shall strive to be present at
such meeting.
The independent directors in their meeting shall, inter alia-
10.
(a)
review the performance of non-independent directors and the
board of directors as a whole;
(b)
review the performance of the chairperson of the listed entity, taking
into account the views of executive directors and non-executive
directors;
(c)
assess the quality, quantity and timeliness of flow of information
between the management of the listed entity and the board of
directors that is necessary for the board of directors to effectively
and reasonably perform their duties.
Independent Directors met 1 (one) time during the year on March 29,
2016 and attended by all Independent Directors i.e. Mr. S C Aythora and
Mr. Nitin Kulkarni.
8.
11.
GENERAL BODY MEETINGS:
(a.)
Annual General Meeting:
The particulars of Annual General Meetings of the Company held in last
three years are as under:
Year
AGM Location
Date
Time
No. of
special
resolution
passed
2014-15 AGM S. K. Somani Memorial
19/09/2015 11.30 Nil
Hall, Hindi Vidya Bhavan,
A.M.
`F’ Road, Marine Lines,
Mumbai
2013-14 AGM S. K. Somani Memorial
27/09/2014 10.00 Nil
A.M.
Mumbai
2012-13* AGM S. K. Somani Memorial
28/09/2013 10.00 2*
A.M.
Mumbai
*Special Resolutions u/s 198, 269, 309, read with Schedule XIII of the
Companies Act, 1956 for appointment of Mr. Girish Jain (DIN: 00151673)
as Whole-time Director of the Company, for a period of three years from
01st April, 2013 to 31st March, 2016 (both days inclusive) were passed in
AGM held on September 28, 2013.
*Special Resolutions u/s 198, 269, 309, read with Schedule XIII of the
Companies Act, 1956 for re-appointment of Mr. Rajnesh Jain (DIN:
00151988) as Whole-time Director of the Company, for a period of three
years from November 01, 2013 to October 31, 2016 (both days inclusive)
were passed in AGM held on September 28, 2013.
(b.) Extra Ordinary General Meeting:
No Extra Ordinary General Meeting of the members was held
during the year 2015-16.
(c) Postal Ballot:
During the year under review, no resolution was passed through
postal ballot.
DISCLOSURES
i.
None of the transactions with any of the related party are in conflict
with the interest of the Company at large. The board has approved
a policy for related party transactions which has been uploaded on
the Company's website.
ii.
The Company has complied with the requirements of the Stock
Exchange, SEBI and other statutory authorities on all matters
relating to capital market during the last three years. No penalties or
strictures have been imposed on the Company by the Stock
Exchanges, SEBI or other Statutory Authorities.
iii.
The Company has adopted Whistle Blower Policy/Vigil Mechanism
for Directors and Employees to report concerns about unethical
behavior. No person has been denied access to the audit
committee. The said policy has been also put up on the website of
the Company.
iv.
The Company has also adopted policy for Determination of
Materiality of Events and Information and Policy on Preservation of
Documents. The said policies have been also put up on the website
of the Company.
MEANS OF COMMUNICATION
The Company has promptly reported all material information including
quarterly results to BSE Limited, where the Company's securities are
listed. The quarterly, half-yearly and annual results of the Company are
published in national and regional newspapers in India which include
Free Press Journal and Nav Shakti. The Company also sends the
financial results to the Stock Exchange (BSE Limited) immediately after
its approval by the Board. These results are simultaneously posted on the
website of the Company. No presentations were made to the Institutional
Investor's or analysts during the year under review. The Management
Discussions and Analysis (MD&A) Report is annexed and forms part of
this Report.
GENERAL SHAREHOLDER’S INFORMATION
i.
Annual General Meeting scheduled to be held:
Date
: September 10, 2016
Time
: 10.00 a.m.
Venue : S. K. Somani Memorial Hall, Hindi Vidya Bhavan, `F’
Road, 79-Marine Lines, Mumbai – 400 020.
ii.
Financial year:
The Company follows the period of 1st April to 31st March, as the
Financial Year. Tentative Financial calendar for the financial year
2016-17 is as under:
Financial Reporting for the Financial Year 2016-17 Tentative month
of reporting
Un-audited Financial Results for the quarter ending On or before
June 30, 2016
August 13, 2016
Un-audited Financial Results for the half year
On or before
ending September 30, 2016
November 14,
2016
Un-audited Financial Results for the quarter ending On before
December 31, 2016
February 14,
2017
Audited Financial Results for the year ending
On or before
March 31, 2017
May 30, 2017
iii.
iv.
v.
vi.
18
Book Closure:
The Register of Members and Share Transfer Books will remain
closed Wednesday, September 07, 2016 to Saturday, September
10, 2016 (both days inclusive) for the purpose of AGM.
Dividend Payment Date
No dividend recommended on the Equity Shares of the Company.
Listing of Equity Shares on Stock Exchanges:
Equity Shares of the Company are listed on BSE Limited, Mumbai
(BSE). Annual listing fee for the financial year 2016-2017 has
been paid to the BSE Limited, Mumbai.
Stock Code:
(i)
BSE Limited, Mumbai (BSE): B-532304
(ii)
ISIN – INE602C01011
vii.
Stock Price Data:
Month wise high and low price of the Company's Shares at BSE
Limited (BSE) from April, 2015 to March, 2016 are as under:
b.
Month
Category
The shareholding of different categories of the shareholders as
on March 31, 2016 is given below:
BSE Limited (BSE)
High (Rs.)
Low (Rs.)
10.88
9.83
10.75
9.30
10.22
9.23
9.00
7.04
7.73
6.00
6.90
6.60
6.56
6.25
6.25
5.95
7.73
6.24
9.55
7.71
12.2
10.00
12.2
11.60
April 2015
May 2015
June 2015
July 2015
August 2015
September 2015
October 2015
November 2015
December 2015
January 2016
February 2016
March 2016
Shareholding pattern as on March 31, 2016
Number of
shares
Percentage %
Promoter and Promoters Group
1672994
53.34
Directors, their Relatives
600
0.02
Central / State Govt (s)
7050
0.22
Bodies Corporate
553498
17.65
Financial Institutions/Banks
65400
2.09
Foreign Investors (FIIs/NRIs/OCBs/
Foreign Bank/ Foreign Corporate
Bodies)
610
0.02
others
836288
26.66
TOTAL
3136440
100
xii.
De-materialisation of Shares
Trading in Equity Shares of the Company is permitted in
dematerialized form with effect from 29th January, 2001 as per
notification issued by the Securities & Exchange Board of India
(SEBI). As on March 31, 2016, out of 3136440 Equity Shares,
2824473 Equity Shares representing 90.05% of the total paid up
capital and held in de-materialized form with NSDL and CDSL.
viii. Performance of the share price of the Company in
comparison to the BSE Sensex:
xiii. Outstanding GDRs/ADRs/Warrants or any Convertible
instruments, conversion date and likely impact on equity
The Company has not issued any GDRs / ADRs / Warrants or any
convertible instruments in the past and hence as on March 31,
2016, the Company does not have any outstanding GDRs / ADRs
/ Warrants or any convertible instruments.
xiv. Plant Locations:
In view of the nature of the Company's business viz. merchant
banking services, the Company operates from offices in MumbaiIndia.
xv.
ix.
Registrar & Transfer Agent:
Bigshare Services Pvt. Ltd., E-2 &3, Ansa Industrial Estate, SakiVihar Road, Saki Naka, Andheri (East), Mumbai – 400072,
Tel.No.022-4043 0200, Fax No. 022-2847 5207, email
id:
[email protected].
x.
12.
OTHER INFORMATION
i.
ii.
Distribution of shareholding as on March 31, 2016.
Range in rupees
Number of
% of Total Share
Shareholders Holders
Amount
in `
Upto 5000
3652
96.08
2875780
9.17
59
1.55
458630
1.46
10001 to 20000
30
0.79
446410
1.42
20001 to 30000
14
0.37
332060
1.06
30001 to 40000
7
0.18
240030
0.77
40001 to 50000
6
0.16
290010
0.92
50001 to 100000
10
0.26
707950
2.26
100001 and above
23
0.61
3801
CEO/CFO Certification
Whole Time Director/Chief Financial Officer (CFO) have issued
certificate as specified in Part B of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015
for the financial year ended March 31, 2016 certifying that the
financial statements do not contain any materially untrue
statement and these statements represent a true and fair view of
the Company's affairs.
% of Total
5001 to 10000
TOTAL
All the Directors, employees at Senior Management and other
employees who could have access to the unpublished price
sensitive information of the Company shall be governed by this
code.
Shareholding as on 31st March, 2016:
a.
Prevention of Insider Trading Code:
As per regulation 8 and 9 of the SEBI (Prohibition of Insider
Trading) Regulations, 2015 the company has adopted the “Code
of practices and procedures for fair disclosure of unpublished
price sensitive information” and “Code of conduct to regulate,
monitor and report trading by insiders”.
Share Transfer System:
Shares sent for transfer in physical form to R&T Agents, are
registered and returned within a period of 15 days from the date of
receipt, if the documents are in order. The Share Transfer
Committee meets generally as and when required basis to
consider the transfer proposals. All requests for dematerialization
/rematerlisation of shares are processed by R&T Agent within 15
days.
xi.
Address for correspondence:
162, Atlanta, 16th Floor, Nariman Point, Mumbai - 400 021.
Tel: 022-40945500 Fax: 022-22852892
Email: [email protected]
Website: www.kjmc.com
DECLARATION REGARDING COMPLIANCE BY BOARD
MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE
COMPANY'S CODE OF CONDUCT
I hereby declare that all the Board Members and Senior Management
Personnel of the Company have affirmed the compliance with the
provisions of the code of conduct for the financial year ended on March
31, 2016.
26013530 82.94
31364400 100
Place : Mumbai
Date : August 10, 2016
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Girish Jain
Whole Time Director
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Independent Auditor's Report
To The Members of KJMC Corporate Advisors (India) Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial
statements of KJMC Corporate Advisors (India) Limited ('the
Company'), which comprise the Balance Sheet as at March 31,
2016, the Statement of Profit and Loss, the Cash Flow Statement for
the year then ended, and a summary of the significant accounting
policies and other explanatory information.
Management's Responsibility for the Standalone Financial
Statements
The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 ('the Act') with
respect to the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and the
Rules made thereunder.
We conducted our audit in accordance with the Standards on
Auditing specified under Section 143 (10) of the Act. Those
Standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements.
The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal financial control
relevant to the Company's preparation of the financial statements
that give a true and fair view in order to design audit procedures that
are appropriate in the circumstances. An audit also includes
evaluating the appropriateness of the accounting policies used and
the reasonableness of the accounting estimates made by the
Company's Directors, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2016 and its profit and its
cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2016
(“the Order”) issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give in
the Annexure 'A', a statement on the matters specified in
paragraphs 3 and 4 of the Order.
2. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from our
examination of those books.
(c)
The Balance Sheet, the Statement of Profit and Loss, and the
Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.
(e) On the basis of the written representations received from the
directors as on March 31, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,
2016 from being appointed as a director in terms of Section
164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in
Annexure 'B'.
(g) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
i.
The Company has disclosed the impact of pending
litigations on its financial position in its financial
statements - refer note 22 to the standalone financial
statements.
ii.
The Company did not have any long-term contracts
including derivative contracts for which there were any
material foreseeable losses;
iii. There were no amounts that were required to be
transferred to the Investor Education and Protection Fund
by the Company during the year.
For K. S. Aiyar & Co,
Chartered Accountants
ICAI Firm Registration No: 100186W
Place: Mumbai
Date : May 19, 2016
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Sachin A. Negandhi
Partner
Membership No.: 112888
ANNEXURE ‘A’ TO THE AUDITOR'S REPORT
Name of
Nature of dues Amount not Assessment Forum
the Statute
deposited (` Year to which where
in thousands) it relates
dispute is
pending
(Referred to in paragraph 1 under the heading 'Report on Other
Legal and Regulatory Requirements' of our Report of even date on
the standalone financial statements for the year ended on March 31,
2016, of KJMC Corporate Advisors (India) Limited)
(i)
(ii)
(a)
Income
The Company is maintaining proper records showing full
particulars, including quantitative details and situation of
fixed assets;
(b)
These fixed assets have been physically verified by the
management at reasonable intervals during the year. No
material discrepancies were noticed on such verification.
(c)
According to the information and explanations given to us
and on the basis of our examination of the records of the
Company, the title deeds of immovable properties are
held in the name of the Company other than that for office
premises having a gross block and net block of ` 504
thousands and ` 179 thousands respectively.
(x)
2012-13
CIT(A)
According to the information and explanations furnished by the
management, which have been relied upon by us, there were
no frauds by the Company or on the Company by any of its
officers or employees noticed or reported during the course of
our audit.
(xi) In our opinion, managerial remuneration has been paid /
provided in accordance with the requisite approvals mandated
by the provisions of section 197 of the Act read with Schedule V
to the Act.
(iv) In our opinion and according to the information and
explanations given to us, the Company has complied with the
provisions of section 185 and 186 of the Companies Act, 2013
in respect of loans given, investments made, guarantees and
security given by the Company.
(xii) In our opinion, the Company is not a Nidhi Company.
Accordingly clause 3 (xii) of the Order is not applicable to the
Company.
(xiii) According to the information and explanations given to us, all
transactions with related parties are in compliance with section
177 and 188 of the Companies Act, 2013 where applicable and
the details have been disclosed in the standalone financial
statements etc. as required by the applicable accounting
standards.
The Company has not accepted any deposit from the public
and consequently the directives issued by the Reserve Bank of
India, provisions of section 73 to 76 or any other relevant
provisions of the Companies Act, 2013 and the rules framed
thereunder, with regard to the deposits accepted from the
public are not applicable to the Company.
(xiv) According to the information and explanations given to us, the
Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures
during the year under review, therefore the compliance of the
requirement of section 42 of the Companies Act, 2013 are not
applicable.
(vi) We are informed that the Company is not required to maintain
cost records under sub-section (1) of section 148 of the
Companies Act, 2013, which has been relied upon.
According to the records of the Company, it is generally
regular in depositing with the appropriate authorities
undisputed statutory dues applicable to it, including
provident fund, income tax, sales tax, service tax, duty of
customs,duty ofexcise,cess and other material statutory
dues applicable to it.
(xv) The Company has not entered into any non-cash transactions
with directors or persons connected with them.
(xvi) According to the information and explanations given to us, the
Company is not required to be registered under section 45-IA
of the Reserve Bank of India Act, 1934.
According to the information and explanations given to
us, no undisputed amounts payable in respect of above
which were outstanding, as at March 31, 2016 for a period
of more than six months from the date on which they
became payable.
(b)
2011-12
195
(ix) The Company has not raised any moneys by way of initial
public offer or further public offer (including debt instruments)
and did not have any term loans outstanding during the year.
Accordingly clause 3 (ix) of the Order is not applicable to the
Company.
The Company does not have inventory. Accordingly, clause 3
(ii) of the Order is not applicable.
(vii) (a)
24
(viii) Based on our audit procedure and according to the information
and explanations given to us by the management, we are of
the opinion that the Company has not defaulted in repayment
of loans or borrowings to any banks and financial institution.
The Company does not have any loans from government. The
Company did not have any outstanding debentures during the
year.
(iii) As informed, the Company has not granted any loans, secured
or unsecured to companies, firms, Limited Liability
Partnerships or other parties covered in the register
maintained under Section 189 of the Companies Act, 2013.
Accordingly, provisions of clauses 3 (iii) (a), 3 (iii) (b) and 3 (iii)
(c) of the Order are not applicable.
(v)
Income Tax
Tax Act
According to the information and explanations given to
us, dues in respect of income tax which have not been
deposited with appropriate authorities on account of
disputes are as under:
Sachin A. Negandhi
21
Place: Mumbai
Partner
Date : May 19, 2016
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Annexure - B to the Independent Auditor's Report of even date
on the Standalone Financial Statements of KJMC Corporate
Advisors (India) Limited
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles. A company's internal financial
control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with
authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely
detection of unauthorised acquisition, use, or disposition of the
company's assets that could have a material effect on the financial
statements.
Report on the Internal Financial Controls under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 (“the
Act”)
We have audited the internal financial controls over financial
reporting of KJMC Corporate Advisors (India) Limited (“the
Company”) as of March 31, 2016 in conjunction with our audit of the
financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and
maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company
considering the essential components of internal control stated in
the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants
of India. These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of
its business, including adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information,
as required under the Companies Act, 2013.
Inherent Limitations of Internal Financial Controls over
Financial Reporting
Because of the inherent limitations of internal financial controls over
financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to
error or fraud may occur and not be detected. Also, projections of
any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal
financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Auditors' Responsibility
Opinion
Our responsibility is to express an opinion on the Company's
internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting (the
“Guidance Note”) and the Standards on Auditing, issued by ICAI and
deemed to be prescribed under section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial
controls, both applicable to an audit of Internal Financial Controls
and, both issued by the Institute of Chartered Accountants of India.
Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial
controls over financial reporting was established and maintained
and if such controls operated effectively in all material respects.
In our opinion, the Company has, in all material respects, an
adequate internal financial controls system over financial reporting
and such internal financial controls over financial reporting were
operating effectively as at March 31, 2016, based on the internal
control over financial reporting criteria established by the Company
considering the essential components of internal control stated in
the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants
of India.
Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of
internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures
selected depend on the auditor's judgement, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
Place: Mumbai
Date : May 19, 2016
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
Company's internal financial controls system over financial
reporting.
Meaning of Internal Financial Controls over Financial
Reporting
A company's internal financial control over financial reporting is a
process designed to provide reasonable assurance regarding the
22
Sachin A. Negandhi
Partner
BALANCE SHEET AS AT MARCH 31, 2016
CIN : L67120MH1998PLC113888
PARTICULARS
(I)
NOTE NO.
(` in '000')
As at
31.03.2016
As at
31.03.2015
EQUITY AND LIABILITIES
Shareholders' Funds
(a) Share Capital
(b) Reserves and Surplus
2
3
31,364
183,358
31,364
182,955
Non-Current Liabilities
(a) Long Term Borrowings
(b) Long Term Provisions
4
5
10,000
265
10,106
-
Current Liabilities
(a) Short Term Borrowings
(b) Other Current Liabilities
6
7
2,533
3,698
2,736
227,520
230,859
2,078
2
205,396
2,840
12,326
TOTAL
(II) ASSETS
Non-Current Assets
(a) Fixed Assets
(i) Tangible Assets
(ii) Intangible Assets
(b) Non-current Investments
(c) Deferred Tax Assets (Net)
(d) Long-Term Loans and Advances
9
10
11
1,340
2
205,844
2,836
10,863
Current Assets
(a) Current Investments
(b) Trade Receivables
(c) Cash and Cash Equivalents
(d) Short-Term Loans and Advances
(e) Other Current Assets
12
13
14
15
16
2,200
1,425
1,402
1,608
-
2,155
1,345
1,463
3,254
227,520
230,859
8
TOTAL
Significant Accounting Policies and Notes to Accounts
The above notes are integral part of the financial statements
1 to 29
Sachin A Negandhi
Partner
Place : Mumbai
Date : 19th May 2016
23
I.C.Jain
Chairman
DIN: 00178901
Girish Jain
Whole Time Director
DIN: 00151673
Vinit Kedia
Place : Mumbai
Hemant Soni
Company Secretary
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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2016
CIN : L67120MH1998PLC113888
(` in '000')
PARTICULARS
NOTE NO.
Revenue from Operations
Other Income
For the
year ended
31.03.2016
For the
year ended
31.03.2015
17
18
21,101
1,761
22,862
24,241
3,052
27,293
19
20
8
21
8,576
1,048
919
11,912
22,455
8,398
1,700
1,435
13,425
24,958
407
2,335
407
2,335
4
4
(1,472)
1,302
(170)
403
2,505
0.13
0.13
0.80
0.80
Total Revenue
Expenses:
Employee Benefits Expense
Finance Costs
Depreciation and Amortization Expense
Other Expenses
Total Expenses
Profit Before Exceptional Items and Tax
Profit Before Tax
Tax Expense:
(1) Current Tax
(2) Deferred Tax
(3) MAT Credit Entitlement
(4) Prior Period Taxes
Profit for the year
Earnings Per Equity Share:
(1) Basic
(2) Diluted
Significant Accounting Policies and Notes to Accounts
1 to 29
Sachin A Negandhi
Partner
Place : Mumbai
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I.C.Jain
Chairman
DIN: 00178901
Girish Jain
Whole Time Director
DIN: 00151673
Vinit Kedia
Place : Mumbai
Hemant Soni
Company Secretary
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016
(` in '000')
CIN : L67120MH1998PLC113888
PARTICULARS
A
Cash generated from Operations
Income Tax Refund Received (Net of Payment)
Net Cash flow from Operating Activities
C
*
For the
year ended
31.03.2015
407
2,335
919
(1,649)
500
0
1,048
(8,816)
(7,591)
1,435
(2,561)
0
1,700
(12,324)
(9,415)
230
155
3,254
417
4,056
3,228
109
(2,730)
(873)
(266)
(3,535)
1,164
(2,371)
(9,681)
(953)
(10,634)
(71,048)
77,214
(181)
1,649
7,634
(29,537)
41,209
(683)
2,561
13,550
(460)
20,393
(24,091)
(1,048)
(5,206)
57
1,345
1,402
(723)
(347)
(1,700)
(2,770)
146
1,199
1,345
Cash Flow from Operating Activities
Net Profit Before Tax and Extraordinary Items
Adjustment for:
Depreciation
Dividend income
Sundry Balances writeoff/(writeback)
Bad Debts Write off
Interest and financial charges
(Profit)/Loss on sale of Investments
Operating Profit Before Working Capital Changes
Changes in Working Capital
(Increase)/Decrease in Trade and other receivable
(Increase)/Decrease in loans and advances
(Increase)/Decrease in Other current assets
Increase/(Decrease) in Trade payable and Other liabilities
(Increase)/ Decrease in Working Capital
B
For the
year ended
31.03.2016
Cash Flow from Investment Activities
Purchase of investment
Sale of investment
Purchase of fixed assets
Dividend Income
Cash Flow From Financing Activities
Loan taken/(Repaid)-secured
Loan taken/(Repaid)-unsecured
Short term borrowings taken
Short term borrowings repaid
Interest and finance charges
Net Cash Flow from Financing Activities
Net Increase in Cash and Cash Equivalents ( A+B+C)
Cash and Cash Equivalents at the beginning of the Year *
Cash and Cash Equivalents at the close of the Year *
Cash and Cash Equivalents comprise of :
Cash in hand
Balance in current account
712
580
690
765
Total
1,402
1,345
Note : The Cash Flow Statement has been prepared under the "Indirect Method"as set out in Accounting Standard -3 "Cash Flow
Statements"
Sachin A Negandhi
Partner
Place : Mumbai
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I.C.Jain
Chairman
DIN: 00178901
Girish Jain
Whole Time Director
Vinit Kedia
Place : Mumbai
Hemant Soni
Company Secretary
DIN: 00151673
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NOTE TO FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2016
Company Overview:
KJMC Corporate Advisors (India) Limited is a company of the KJMC Group domiciled in India and incorporated under the provisions of the Companies Act, 1956. The
Company is engaged in Merchant Banking operations and registered with Securities and Exchange Board of India under SEBI (Merchant Bankers) Regulations, 1992.
Note No. - 1
SIGNIFICANT ACCOUNTING POLICIES:
a.
Basis of Accounting:
These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the
accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under
Section 133 of the Companies Act , 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent
notified).Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use.
b.
Use of estimates
The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and assumptions to be made that
affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Differences between actual results and estimates are recognized in the period in which the results are known/ materialize.
c.
Investments
I) Current Investments: Current investments are valued at the lower of cost arrived on weighted average basis or fair value.
ii) Non Current Investments: A provision is made for diminution other than temporary in nature. These are intended to be held for a period of more than one year
from the date of the investment and are valued at cost. The cost is determined on Weighted Average Method basis.
d.
Fixed Assets and Depreciation:
Tangible Fixed Assets:
Tangible Fixed Assets are stated at cost, net off accumulated depreciation and accumulated impairment losses, if any. The cost comprises of purchase price,
borrowing cost of capitalization and directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are
deducted in arriving at the purchase price.
Depreciation is provided under the written down value method, at the rates and in the manner prescribed under Schedule II of the Companies Act, 2013.
Intangible Fixed Assets:
Intangible Fixed Assets are measured on initial recognition at cost. The cost of intangible assets acquired in an amalgamation in the nature of purchase is their fair
value as at the date of amalgamation. Following initial recognition, intangible assets are recognized at cost less accumulated amortization. Intangible assets are
amortized systematically on straight line basis over its useful life of 3 years.
e.
Taxation:
Tax expense comprises of current and deferred tax. Current Income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the
Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted, at the reporting date.
Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of
timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date.
Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that
there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.
f.
Revenue Recognition:
Revenue from Professional fees & Consultancy charges, Income from Brokerage & other operations are recognized as and when there is reasonable certainty of
its ultimate realization and on completion of the assignment.
Dividend:
Dividend Income is recognized when the Company's right to receive is established by the reporting date.
g.
Foreign Currency Transactions
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transactions.
Foreign currency denominated monetary assets & liabilities outstanding at the year end are translated at the yearend exchange rate and unrealized exchange gain
or loss is recognized in the Statement of Profit and Loss.
Realized exchange gain/loss on foreign transactions during the year is recognized in the Statement of Profit and Loss.
h.
Derivative Transactions:
In accordance with the ICAI announcement, derivatives contracts are marked to market on a portfolio basis, and the loss if any, after considering the offsetting
effect of gain on the underlying hedged item, is charged to the Statement of Profit & Loss.
i.
Stock in Trade:
Stocks of shares are valued at the lower of cost arrived on weighted average basis or fair value.
j.
Employee Benefits:
i)
Short term employee benefits are charged off at the undiscounted amount in the year in which the related service is rendered.
ii)
The Company is exempted from Payment of Gratuity Act, 1972 in view of its strength of employees being less than threshold limit attracting the applicability
of the said statute and as such no provision has been made for the said liability.
iii)
Leave Encashment is not provided for on actuarial basis in view of the employees being less than 10 and the same is charged on actual basis.
k.
Provisions, Contingent Liabilities & Contingent Assets:
Provisions involving substantial degree of estimation in measurement are recognized when there is present obligation as a result of past event and it is probable
that there will be outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor
disclosed in the financial statements. Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date.
l.
Earnings per Share:
Basic Earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and
attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earning per share, the net
profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects
of all dilutive potential equity shares.
26
(` in '000')
Particulars
Note - 2: Share Capital
Authorised:
5,000,000 (Previous Year: 5,000,000)Equity Shares of ` 10/- each
Issued:
3,136,440 (Previous Year: 3,136,440) Equity Shares of ` 10/- each
Subscribed and Paid up :
3,136,440 (Previous Year: 3,136,440) Equity Shares of ` 10/- each
fully paid up.
As at
31.03.2016
As at
31.03.2015
50,000
50,000
50,000
50,000
31,364
31,364
31,364
31,364
31,364
31,364
31,364
31,364
Addtitonal Information:
(a) Reconciliation of Shares outstanding at the beginning and at the end of the year
Particulars
Equity Shares
2015-16
2014-15
No. of Shares
Amount
No. of Shares
Amount
3,136,440
31,364
3,136,440
31,364
3,136,440
31,364
3,136,440
31,364
Equity Shares of ` 10 each
Shares outstanding at the beginning of the year
Shares issued during the year
Shares bought back during the year
Shares outstanding at the end of the year
(b)
(` in '000')
Terms and Rights attached to Equity Shares:
The Company has only one class of equity shares having par value of Rs. 10 per share. Each shareholder of equity share is
entitled to one vote per share.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.
(C)
Details of Sharesholders holding more than 5% shares of the Company:
As at
31-03-2016
No. of Shares held % of Holding
998,250
31.83%
220,500
7.03%
Equity Shares of ` 10 each
Inder Chand Jain
I. C. Jain HUF
At at
31-03-2015
No. of Shares held % of Holding
998,250
31.83%
220,500
7.03%
(` in '000')
Particulars
As at
31.03.2016
As at
31.03.2015
71,197
71,197
71,197
71,197
Note - 3 : Reserves and Surplus
General Reserves
As per last Balance sheet
Add: Addition during the year
Less: Deduction during the year
Add : Transfer from Special Reserve
Closing Balance
27
A
D
V
I
C
E
M
A
T
T
E
R
S
(` in '000')
Particulars
As at
31.03.2016
As at
31.03.2015
79,622
79,622
79,622
79,622
32,136
403
32,539
32,539
29,915
(284)
2,505
32,136
32,136
183,358
182,955
Note - 3 : Reserves and Surplus
Securities Premium Reserve
Closing Balance
Surplus/(Deficit) in the statement of profit and loss
Balance brought forward from last year
Less : Fixed Assets not having remaining useful life as on 1st April, 2014
Add : Profit for the year
Amount available for appropriation
Less : Appropriations
Interim Dividend
Dividend Distribution Tax
Balance carried forward
(` in '000')
Non-Current Maturities
Particulars
Note - 4: Long Term Borrowings
Term Loans
From Banks (Secured):
Vehicle Loan
(Refer Additional Information below)
From Others (Secured):
Vehicle Loan
Loans & Advances:
from Related Parties (Unsecured):
(Unsecured Borrowings bearing the
interest rate @ 9.5% p.a. repayable on
or before December 2018)
Amount disclosed under the head
“Short Term Borrowings"
(refer Note - 7)
NET AMOUNT
As at 31.03.2016
Current Maturities
As at 31.03.2015
As at 31.03.2016
As at 31.03.2015
-
-
-
163
-
106
106
297
10,000
10,000
-
-
-
-
106
460
10,000
10,106
-
-
Additional Information:
Vehicle Loan
Particulars
From Other (Secured):
Secured by vehicle bought under loan and repayable
in 36 Equated monthly installments
Amount of Loan
(`)
Interest
rate %
p.a
823000
9.85
28
Installment
No. of Outstanding
Amount
Installments as on date
(`)
27000
4
(` in '000')
Particulars
As at
31.03.2016
As at
31.03.2015
265
265
-
-
3,698
-
3,698
106
699
114
145
1,469
2,533
460
505
101
146
1,524
2,736
Note - 5: Long Term Provisions
Provision for Ex-Gratia
Note - 6: Short Term Borrowings
Cash credit from bank repayable on demand (Secured)
(Cash credit from bank is secured against equitable mortgage of premises belonging to its
subsidiary Company and Corporate Guarantee given by the said subsidiary. The cash
credit is repayable on demand and carries interest @ Base Rate + 3.75%.)
Note - 7: Other Current Liabilities
Current Maturities of Long Term Borrowings
Employees dues
Statutory dues
Interim Dividend Payable
Others
(` in '000')
Note - 8: Fixed Assets -Tangible
Description
As at
01.04.2015
Gross Block
Depreciation
Net Block
Additions/ Deductions/
As at
As at Provided Deductions/
As at
As at
As at
Adjustments Adjustments 31.03.2016 01.04.2015 during the Adjustments 31.03.2016 31.03.2016 31.03.2015
during the
during the
year
during the
year
year
year
Computers
1,785
96
-
1,881
1,780
42
-
1,822
59
5
Furniture & Fixtures
3,032
-
-
3,032
2,432
217
-
2,649
383
600
Office Equipments
2,126
85
-
2,211
1,906
138
-
2,045
167
220
504
-
-
504
281
45
-
325
179
224
Office Premises
Vehicles
2,702
-
-
2,702
1,673
477
-
2,150
552
1,029
Total (A)
10,149
181
-
10,329
8,071
919
-
8,990
1,340
2,078
9,465
683
-
10,149
6,230
1,842
-
8,071
2,078
Previous Year
Fixed Assets - Intangible
Description
Computer Software
(` in '000')
As at
01.04.2015
45
Gross Block
Depreciation
Net Block
Additions/ Deductions/
As at
As at Provided Deductions/
As at
As at
As at
Adjustments Adjustments 31.03.2016 01.04.2015 during the Adjustments 31.03.2016 31.03.2016 31.03.2015
during the
during the
year
during the
year
year
year
-
-
45
43
-
-
43
2
2
2
Total (B)
45
-
-
45
43
-
-
43
2
Previous Year
45
-
-
45
39
4
-
43
2
Total (A+B)
Previous Year
10,194
181
-
10,375
8,115
919
-
9,034
1,342
9,511
683
-
10,194
6,269
1,846
-
8,114
2,080
29
2,080
A
D
V
I
C
E
M
A
T
T
E
R
S
(` in '000')
Sr
No.
Particulars
FV
(`)
As at 31.03.2016
Qty (Nos)
Amount
As at 31.03.2015
Qty (Nos) Amount
10
10
10
10
2
10
10
10
2
10
10
10
10
5
10
10
10
5
10
10
10
10
10
10
10
1
97
62
473
224
7,500
110
850,000
225
10,049
553
620
24,016
200
1,500
11,600
-
486
123
497
248
4,881
103
17,000
1,000
2,211
178
523
1,957
0
1,727
369
31,303
5,000
1,800
24,565
7,623
2,000
425,000
14,367
47,000
1,000
65,000
9,917
0
620
24,949
200
11,600
25,000
50,000
240
690
1,308
1,086
131
8,500
431
1,694
18
945
2,148
523
2,033
0
369
153
848
21,117
A
1
2
3
4
Note - 9: Non-Current Investments
Non- Trade-Quoted
Investment in Equity Shares
Bajaj Finance Ltd.
Cera Sanitaryware Ltd.
Dena Bank
Dredging Corporation of India Ltd.
Finolex Cables Ltd.
Gayatri Projects Ltd.
HDFC Bank Ltd.
Infosys Ltd.
Indiabulls Real Estate Ltd.
Indiabulls Housing Finance Ltd
Justdial Ltd.
KJMC Financial Services Ltd.
Maruti Suzuki India Ltd.
Network18 Media Investment Ltd.
Nocil Ltd
Nuchem Ltd.
Orient Green Power Company Ltd.
Poly Medicure Ltd.
Quick Heal Technologies Ltd
Reliance Industries Ltd.
Shree Ram Urban Infrastructure Ltd.
Soma Paper Industries Ltd.
SRF Ltd.
United Intractive Ltd.
Uttam Value Steels Ltd.
Zee Media Corporation Ltd.
Total (A)
Non-Trade -Unquoted
In Subsidiaries
KJMC Shares & Securities Ltd.(Eq.Share)
KJMC Credit Marketing Ltd. (Eq.Share)
KJMC Commodities Market India Ltd. (Eq.Share)
KJMC Capital Market Services Ltd. (Eq.Share)
10
10
10
10
30,020
12,450
3,750
107,027
153,247
B
1
2
3
4
In other Companies
BSE India Limited.
Neelanchal Technologies Ltd.
Omnipresent Retail India Private Ltd.
Vishnu Vijay Packaging Ltd.
1
10
10
10
3,002,000
50,000
450,000
10,000,000
46,982
1,500
30,000
-
3,002,000
50,000
450,000
10,000,000
46,982
1,500
376
30,000
-
30,020
12,450
3,750
107,027
153,247
18,793
1
1,238
20,032
173,279
52,500
11000
11,000
205,396
21,117
26,933
184,279
-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
TOTAL (B)
Non-Trade -Unquoted
Investment in Preference Shares
0% Compulsorily Convertible Preference Shares of
1
TOTAL (C)
Grand Total (A+B+C)
Aggregate amount of quoted Investment
Aggregate Market Value of quoted Investment
Aggregate amount of unquoted Investment
Aggregate provision for diminution in value of investments
100
30
10,000
18,793
1
18,794
172,041
2,500
2,500
205,844
31,303
21,903
174,541
-
(` in '000')
Particulars
As at
31.03.2016
As at
31.03.2015
1,162
585
1,089
2,836
1,162
589
1,089
2,840
2,836
2,840
113
412
2,500
2,500
Total
52
8,661
(4,272)
3,809
10,863
52
9,825
(4,272)
3,809
12,326
Total
2,200
2,200
-
Total
1,112
313
1,425
1,562
593
2,155
545
712
620
580
145
1,402
145
1,345
579
-
576
-
Total
5
1,024
1,608
657
230
1,463
Total
-
3,254
3,254
Note - 10: Deferred Taxation
Deferred Tax Assets
Unabsorbed Carried forward Losses/Depreciation
Fixed Assets
Long Term Capital Loss
Deferred Tax Asset
Deferred Tax Liabilities
Deferred Tax Asset/ (Liabilities) - Net
Note 11: Long Term Loans and Advances
Advances recoverable in cash or kind or for value to be received
Unsecured, considered good
Security Deposit with Related Parties
Security Deposit to others
Advance Income Tax
Less: Provision for Taxation
MAT credit Entitlement
Note - 12: Current Investments
Non- Trade-Quoted
Investment in Mutual funds
SBI Premier Liquid Fund-Growth
Note - 13:Trade Receivables
Outstanding over six months
Doubtful
Others
Doubtful
Note - 14: Cash and Cash Equivalents
Banks Balances in Current Accounts
Cash on Hand
Other Bank balances
Unclaimed dividend account
Total
Note - 15: Short Term Loans and Advances
Advances recoverable in cash or kind or for value to be received
Secured, considered good
Doubtful
Others
Deposit/Balances with Service Tax Dept & dues from Government
Other Loans & Advances
Note - 16: Other Current Assets
Unsecured
Proceeds from Redemption of Mutual Funds
31
A
D
V
I
C
E
M
A
T
T
E
R
S
(` in '000')
Particulars
As at
31.03.2016
As at
31.03.2015
Total
11,632
653
8,816
21,101
11,514
403
120
12,204
24,241
Total
1,649
8
104
1,761
2,561
491
3,052
Total
7,795
504
277
8,576
7,601
596
201
8,398
Total
46
980
22
1,048
594
1,045
61
1,700
63
138
481
232
45
2,089
644
1,565
947
1,430
91
145
241
222
58
2,644
698
3,323
444
1,429
Total
1,058
635
276
2,067
242
11,912
1,011
486
233
2,262
138
13,425
Total
35
10
73
20
138
35
10
70
30
145
Note - 17: Revenue from Operations
Sale of Services
Brokerage Income (Net)
Profit on Sale of Current Investment (Net)
Profit on Sale of Investment (Net)
Note - 18: Other Income
Dividend income
Interest Income _Others
Miscellaneous Income
Note - 19: Employee Benefits Expense
Salaries and Wages
Contribution to Provident and other Funds
Staff Welfare Expenses
Note - 20: Finance Costs
Interest to Bank
Interest to Others
Other Financial Charges
Note - 21: Other Expenses
Advertisement
Auditors Remuneration (for break up refer below)
Business Promotion Expenses
Electricity Expenses
Insurance Charges
Legal Expenses
Motor Car Expenses
Professional Fees Exp
Miscellaneous expenses
Rent & Other Infrastructural Support Service
Office Maintenance & Utility Expenses
- Building
- Office
Subscription & Membership Exp.
Printing & Stationery Expenses
Travelling & Conveyance Expenses
ROC/BSE Filling Charges
As Statutory Auditor (P.A)
Audit Fees
For Taxation matters
For Other Services/Limited Review
Reimbursement of expenses
32
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016
NOTES FORMING PART OF ACCOUNTS
(Note Nos : 22 to 29 )
22.
Contingent Liabilities not provided for in respect of:
Corporate Guarantees given to:
(` '000's)
i) HDFC Bank for ` 37,500 (Previous Year ` 37,500) in respect of KJMC Capital Market Services Limited.
ii) There is income tax demand of ` 24 (in '000') & ` 195 (in '000') & ` 301 (in '000') in respect of income tax for Assessment Year 2011-12 &
Assessment Year 2012-13 & Assessment Year 2013-14 respectively against which appeal has been filed with CIT (A). The management
expects matter to be decided in favor of the Company in the appellate process. The management accordingly believes that the ultimate
outcome of these proceedings will not have any material adverse effect on the Company's financial position and results of operations.
23.
Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advances) ` NIL (Previous Year
` NIL)
(` ‘000’s)
(FY 2015-2016)
(FY 2014-2015)
24.
(i) Expenditure in Foreign Currency
1,256
1,251
(ii) Earnings in Foreign Currency
4,447
3,700
25.
Disclosure required by Micro, Small and Medium Enterprises (Development) Act, 2006.
As per requirement of Section 22 of Micro, Small & Medium Enterprises (Development) Act, 2006 following information is disclosed:
(` ‘000's)
Sr. No
Particulars
31.03.2016
31.03.2015
(i)
Principal amount remaining unpaid to any supplier as at the end of each
accounting year.
Nil
Nil
(ii)
Interest due on (i) above remaining unpaid
Nil
Nil
(iii)
Amounts paid beyond the appointed day during the accounting year
Nil
Nil
(iv)
Interest paid on (iii) above
Nil
Nil
(v)
Interest due and payable on (iii) above
Nil
Nil
(vi)
Interest accrued and remaining unpaid at the end of the accounting year
Nil
Nil
(vii)
Interest remaining unpaid of the previous years for the purpose of disallowance
under the Income Tax Act, 1961
Nil
Nil
The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified
on the basis of information available with the Company. This has been relied upon by the auditors.
26.
Earnings per Share:
(` ‘000’s)
Particulars
For the year ended
For the year ended
31.03.2016
31.03.2015
Net Profit / (Loss) after Taxation (` 000’s)
403
2,505
Weighted Average No. of Shares
31,36,440
31,36,440
Face Value (`)
10.00
10.00
Earnings Per Share (Basic) `
0.13
0.80
Earnings Per Share (Diluted) `
0.13
0.80
27.
Related party disclosures under Accounting Standard 18:
List of related parties
1) Parties where control exists
Wholly Owned : KJMC Shares and Securities Limited
Subsidiaries
: KJMC Credit Marketing Limited
: KJMC Capital Market Services Limited
: KJMC Commodities Market India Limited
2) Other parties
(a) Key Management Personnel
Girish Jain (Whole Time Director)
Vinit Kedia (Chief Financial Officer)
Hemant Soni (Company Secretary)
(b) Relatives of Whole Time Director
I C Jain
Father
Chanddevi Jain
Mother
Rajnesh Jain
Brother
Aditi Girish Jain
Wife
(c) Enterprises over which key management personnel and relatives are able to exercise significant influence .
KJMC Asset Management Company Limited
KJMC Investment Trust Company Limited
KJMC Trading & Agency Limited
Puja Trades & Investments Private Limited
Prathamesh Enterprises Private Limited
KJMC Platinum Builders Private Limited
KJMC Realty Private Limited
Khandelwal Jain & Company (Firm)
33
A
D
V
I
C
E
M
A
T
T
E
R
S
Transactions during the year with related parties:
Sr. No. Nature of Transactions with related parties
31.03.2016
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
Loan & Advances Received
KJMC Shares & Securities Ltd
Loan &Advance Re-Paid
Interest Income
Security Deposit received back/Paid
Puja Trades & Investments Pvt Ltd (Received)
Rajnesh Jain (Paid)
Deposit Received (Director Recommendation)
I.C. Jain
Deposit Repay (Director Recommendation)
I.C. Jain
Rent Paid
KJMC Capital Market Services Ltd
Puja Trades & Investments Pvt Ltd
Rajnesh Jain
KJMC Financial Services Ltd
Professional fees Received
Khandelwal Jain & Company
Professional fees Paid
Board Meeting Fees
I.C.Jain
Rajnesh Jain
Shraddha Jain
Brokerage Paid
Depository Charges Paid
Salary
Rajnesh Jain
Girish Jain
Reimbursement / Receipt against other
transaction
KJMC Financial Services Ltd (Reimbursement )
(Reimbursement)
(Reimbursement)
(Sales of shares)
Net Receivable
(Security Deposit)
Hemant Soni (Loan Against Salary)
Vinit Kedia
(Loan Against Salary)
Net Payable
Security and Corporate Guarantee given to
Union Bank of India (Outstanding amount) by
KJMC Credit Marketing Limited
Corporate Guarantee given to Bank in
respect of Wholly Owned Subsidiary
(` in 000's)
Party where control exists
31.03.2015
Key Management Personnel and
Relatives of Key Management
Personnel
31.03.2016
31.03.2015
Enterprises over which key
management
personnel/relatives are able to
exercise significant influence
31.03.2016
31.03.2015
-
50
-
-
-
-
-
50
-
-
-
-
953
949
-
-
-
-
-
-
1500
-
1500
-
2500
-
-
-
100
-
-
-
-
-
100
-
-
-
480
-
484
-
120
-
120
-
800
30
800
25
-
506
-
-
-
1000
-
-
-
-
-
506
1250
-
-
28
30
28
-
-
-
32
43
-
-
-
-
7
6
-
-
-
-
-
-
2096
1,105
2,096
-
-
-
-
-
-
10
205
-
-
-
-
2
2
-
-
-
-
4
2
-
-
-
-
18
-
-
-
730
194
50
-
1,000
-
2,500
-
10,000
10,000
-
-
-
-
15,000
15,000
-
-
-
-
37,500
37,500
-
-
-
-
28.
The Management has identified the Company’s operations with a single business segment of merchant banking operations in India. Since the business
operations of the company are primarily concentrated in India, the company is considered to operate only in domestic segment. All the assets of the Company
are located in India.
29.
Previous year figures have been regrouped or rearranged wherever necessary in order to make them comparable and shown in brackets.
Sachin A Negandhi
Partner
Place : Mumbai
34
I.C.Jain
Chairman
DIN: 00178901
Girish Jain
Director
DIN: 00151673
Vinit Kedia
Place : Mumbai
Hemant Soni
Company Secretary
INDEPENDENT AUDITOR’S REPORT
To the Members of KJMC Corporate Advisors (India) Limited
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of KJMC Corporate Advisors (India) Limited(hereinafter referred to as
'the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group')and its associate,
comprising of the Consolidated Balance Sheet as at March 31, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash
Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter
referred to as 'the consolidated financial statements').
Management's Responsibility for the Consolidated Financial Statements
The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the
requirements of the Companies Act, 2013 (hereinafter referred to as 'the Act')that give a true and fair view of the consolidated financial position,
consolidated financial performance and consolidated cash flows of the Group including its Associates in accordance with the accounting
principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies(Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of its associates are
responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the
Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,
which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as
aforesaid.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have
taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit
report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the Disclosures in the consolidated financial
statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design
audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall
presentation of the consolidated financial statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in
sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated
financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements
give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2016, and its consolidated profit and consolidated
cash flows for the year ended on that date.
Other Matters
The financial statements of four subsidiary companies have been audited by other auditors, whose reports have been furnished to us by the
Management and our opinion and report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the amounts and
disclosures included in respect of the subsidiaries is based solely on the reports of the other auditors.
We did not audit the financial statements of four subsidiaries whose financial statements reflect total assets of ` 184425 (thousands) as at March
31, 2016, total revenues of ` 33342 (thousands) and net cash outflows amounting to ` 19724 (thousands) for the year ended on that date, as
considered in the consolidated financial statements.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in
respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.
Report on Other Legal and Regulatory Requirements
1.
As required by Section 143(3) of the Act, we report, to the extent applicable, that:
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(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for
the purposes of our audit of the aforesaid consolidated financial statements.
(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements
have been kept so far as it appears from our examination of those books and the reports of the other auditors.
(c)
The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement dealt
with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated
financial statements.
(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors of the holding Company as on March 31, 2016 taken on record
by the Board of Directors of the holding Company and the reports of the statutory auditors of its subsidiaries and associate
companies, none of the directors of the holding company, subsidiaries and associate companies is disqualified as on March 31, 2016
from being appointed as a director in terms of Section 164 (2) of the Act.
(f)
With respect to the adequacy of the internal financial controls over financial reporting of the Company and its Associates and the
operating effectiveness of such controls, refer to our separate Report in “Annexure A”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditor’s Report) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i.
The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the
Group and its associates - Refer note 24 to the consolidated financial statements.
ii.
The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable
losses.
iii.
There were no amounts that were required to be transferred to the Investor Education and Protection Fund by the Group.
Sachin A. Negandhi
Partner
Place: Mumbai
Date :May 19, 2016
Annexure - A to the Independent Auditor's Report of even date on the Consolidated Financial Statements of KJMC Corporate
Advisors (India) Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
referred to in Para (g) on Report on Other Legal and Regulatory Requirements in our report.
In conjunction with our audit of the consolidated financial statements of the KJMC Corporate Advisors (India) Limited(hereinafter referred to as
'the Holding Company') and its subsidiaries and associate company as of and for the year ended March 31, 2016, We have audited the internal
financial controls over financial reporting of Holding Company and in respect of its Subsidiaries and Associate companies wherein such audit of
the internal financial controls over financial reporting was carried out by other auditors whose reports have been forwarded to us and have been
appropriately dealt with by us in making this report as of that date.
Management's Responsibility for Internal Financial Controls
The respective Board of Directors of the of the Holding Company, its subsidiaries and associate companies which are companies incorporated
in India, are responsible for establishing and maintaining internal financial controls based on, “the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI)”. These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
36
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We
conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance
Note”) issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial
reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding
of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement,
including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in
the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial
controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over
financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Opinion
In our opinion, the Holding Company, its subsidiaries and associate company, which are companies incorporated in India, have in all material
respects, an adequate internal financial controls system over financial reporting and such internal financial controls were generally operating
effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India.
Other Matters
Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over
financial reporting in so far as it relates to four subsidiaries and an associate company, which are companies incorporated in India, is based on
the corresponding reports of the auditors of such companies incorporated in India.
For K. S. Aiyar & Co.
Sachin A. Negandhi
Partner
Place: Mumbai
Date: May 19, 2016
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CONSOLIDATED BALANCE SHEET AS AT MARCH
31, 2016
CIN: L67120MH1998PLC113888
(` in '000')
PARTICULARS
NOTE NO.
As At
31.03.2016
CONSOLIDATED STATEMENT OF PROFIT AND
LOSS FOR THE YEAR ENDED MARCH 31, 2016
CIN: L67120MH1998PLC113888
(` in '000')
As At
31.03.2015
PARTICULARS
NOTE NO.
For the
Year Ended
For the
Year Ended
31.03.2016
31.03.2015
Revenue from Operations
19
49,450
50,700
Other Income
20
4,835
7,408
54,285
58,108
EQUITY AND LIABILITIES
Shareholders' Funds
(a) Share Capital
2
31,364
31,364
(b) Reserves and Surplus
3
223,422
223,470
Total Revenue
Expenses:
Non-Current Liabilities
(a) Long Term Borrowings
4
-
213
Employee Benefits Expense
21
18,883
15,936
(b) Long Term Provisions
5
877
374
Finance Costs
22
632
1,303
Depreciation and Amortization Expense
9
2,493
4,987
Other Expenses
23
31,056
31,970
53,064
54,196
1,221
3,912
Current Liabilities
(a) Short Term Borrowings
6
-
3,698
(b) Trade Payables
7
2,198
40,581
(c) Other Current Liabilities
8
4,573
5,361
262,434
305,061
TOTAL
Total Expenses
Profit before Exceptional Items and Tax
Exceptional Items
ASSETS
Non-Current Assets
(a) Fixed Assets
-
Profit before extraordinary items
and tax
9
(i) Tangible Assets
(ii) Intangible Assets
(iii)Goodwill on Consolidation
16,290
21,010
2
2
18,227
18,227
(b) Non-Current Investments
10
99,296
89,636
(c) Deferred Tax Asset
11
11,380
10,930
(d) Long-Term Loans and Advances
12
53,020
76,740
(e) Other Non-Current Assets
13
37,374
28,933
1221
Extraordinary Items
Profit before tax
14
3,930
1,333
(b) Trade Receivables
15
2,675
18,971
(c) Cash and Bank Balances
16
3,564
23,230
(d) Short-Term Loans and Advances
17
16,676
12,795
(e) Other Current Assets
18
-
3,254
262,434
305,061
TOTAL
Significant Accounting Policies
and Notes to Accounts
(1) Current tax
(2) Deferred tax
(7)
(89)
1,264
(458)
(3,287)
Profit /(Loss) before Share in
Associates' profit / Loss
1,679
7,199
Add: Share in Associates' Profit
1,409
-
3,088
7,199
(1) Basic
0.98
2.30
(2) Diluted
0.98
2.30
Earnings per equity share:
Significant Accounting Policies
and Notes to Accounts
1 to 33
Place : Mumbai
131
(4,593)
(9)
Sachin A Negandhi
Partner
7
(449)
(3) MAT credit
Profit for the year
1 to 33
I.C.Jain
Chairman
DIN: 00178901
3,912
(4) Prior period Items
-
1,221
Tax Expense:
Current Assets
(a) Current Investments
3912
-
Girish Jain
Whole Time Director
DIN: 00151673
Sachin A Negandhi
Partner
Vinit Kedia
Hemant Soni
Chief Financial
Company Secretary
Officer
Place : Mumbai
Place : Mumbai
38
I.C.Jain
Chairman
DIN: 00178901
Girish Jain
Whole Time Director
DIN: 00151673
Vinit Kedia
Hemant Soni
Chief Financial
Company Secretary
Officer
Place : Mumbai
CONSOLIDATED CASH FLOW FOR THE YEAR
ENDED MARCH 31, 2016
CIN: L67120MH1998PLC113888
(` in '000')
Particulars
A
B
For the
year ended
31.03.2016
For the
year ended
31.03.2015
1,221
3,924
2,493
(2,175)
(1,048)
856
0
632
(12,447)
(10,468)
4,978
(3,681)
(2,684)
0
2,252
(11,583)
(6,794)
24,592
(11,747)
Cash Flow from Operating Activities
Net Profit Before Tax and Extraordinary Items
Adjustment for:
Depreciation
Dividend Income
Interest Income
Sundry Balances writeoff/(writeback)
Bad Debts Write off
Interest and Financial Charges
(Profit)/Loss on Sale of Investments
Operating Profit Before Working Capital Changes
Changes in Working Capital
(Increase)/ Decrease in Trade and Other Receivable
(Increase)/ Decrease in Other current assets and
non-current assets
(Increase)/ Decrease in Loans and Advances
Increase/ (Decrease) in Trade Payables &
Other Liabilities
(Increase)/ Decrease in Net Current Assets
4,416
(22)
(1,567)
(244)
(38,419)
(9,433)
26,886
13,328
Cash generated from Operations
Direct Taxes Paid (Net of Refund)
Cash Flow Before Extraordinary Items
Extraordinary Items
Net Cash flow from Operating Activities
(19,901)
3,266
(16,635)
(16,635)
6,534
(792)
5,742
5,742
(76,711)
77,954
(909)
2,001
2,176
4,511
(93,348)
58,285
(1,059)
2,684
3,681
(29,757)
Cash Flow from Investment Activities
Purchase of Investment
Sale of Investment
Purchase of Fixed Assets
Interest Received
Dividend Received
Net Cash Flow from Investing Activities
C
Company Overview:
KJMC Corporate Advisors (I) Ltd. is a company of the KJMC Group domiciled in India and
incorporated under the provisions of the Companies Act, 1956. The Company is engaged
in Merchant Banking operations and registered with Securities and Exchange Board of
India under (Merchant Bankers) Regulations, 1992.
Note No. : 1
SIGNIFICANT ACCOUNTING POLICIES
1.1
Basis of Preparation of financial statements
The financial statements are prepared in accordance with Indian Generally
Accepted Accounting Principles (GAAP) under the historical cost convention on the
accrual basis except for certain financial instruments stated at fair values. GAAP
comprises of compliance with the Accounting Standards notified under section 133
of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules,
2014 and other relevant provisions of Companies Act 2013. Accounting policies
have been consistently applied except where a newly issued accounting standard is
initially adopted or a revision to an existing accounting standard requires a change
in the accounting policy hitherto in use.
The financial statements are prepared in accordance with the principles and
procedures required for the preparation and presentation of consolidated financial
statements as laid down under Accounting Standard 21 (Consolidated Financial
Statements).
1.2
Principle of Consolidation
The consolidated financial statements have been prepared based on a line-by-line
consolidation of the Financial Statement of KJMC Corporate Advisors (I) Ltd. and its
wholly owned subsidiaries namely, KJMC Capital Market Services Limited, KJMC
Commodities Market India Limited, KJMC Shares & Securities Limited & KJMC
Credit Marketing Limited. The effect of intercompany transactions and balances are
eliminated in consolidation.
The excess of the cost to the Company of its investment in subsidiary over the
Company’s portion of equity of the subsidiary as at the date on which investment in
subsidiary is made, is recognized in the financial statement as Goodwill. The excess
of Company’s share of equity and reserve of the subsidiary over the cost of
acquisition is treated as Capital Reserve.
Investment in Associate Companies have been accounted for, by using equity
method whereby investment is initially recorded at cost and the carrying amount is
adjusted thereafter for post acquisition change in Company’s share of net assets of
the Associate. The carrying amount of investment in Associate Companies is
reduced to recognize any decline which is other than temporary in nature and such
determination of decline in value, if any, is made for investment individually.
1.3
Use of estimates
The preparation of the financial statements in conformity with the generally
accepted accounting principles requires the management to make estimates and
assumptions that affect reported amounts of assets and liabilities on the date
financial statements and the reported amounts of revenues and expenses during
the reporting period. Accounting estimates could change from period to period.
Actual results could differ from those estimates. Appropriate changes in estimates
are made as the management becomes aware of changes in circumstances
surrounding the estimates. Changes in estimates are reflected in the consolidated
financial statements in the period in which changes are made and, if material, their
effects are disclosed in the notes to the consolidated financial statements.
1.4
Investment
Current Investments: Current investments are valued at the lower of cost arrived on
weighted average basis and market value whichever is lower.
Non Current Investments: A provision is made for diminution other than temporary in
nature. These are intended to be held for a period of more than one year from the
date of the investment and are valued at cost. The cost is determined on weighted
average method basis.
1.5
Fixed Assets and Depreciation
Tangible Fixed Assets:
Tangible Fixed Assets are stated at cost, net off accumulated depreciation and
accumulated impairment losses, if any. The cost comprises of purchase price,
borrowing cost of capitalization and directly attributable cost of bringing the asset to
its working condition for the intended use. Any trade discounts and rebates are
deducted in arriving at the purchase price.
Depreciation is provided under the written down value method, at the rates and in
the manner prescribed under Schedule XIV of the Companies Act, 1956.
Intangible Fixed Assets:
Intangible Fixed Assets are measured on initial recognition at cost. The cost of
intangible assets acquired in an amalgamation in the nature of purchase is their fair
value as at the date of amalgamation. Following initial recognition, intangible assets
are recognized at cost less accumulated amortization. Intangible assets are
amortized systematically on straight line basis over its useful life of 3 years.
1.6
Taxation
Tax expense comprises of current and deferred tax. Current Income-tax is
measured at the amount expected to be paid to the tax authorities in accordance
with the Income Tax Act, 1961 enacted in India and tax laws prevailing in the
respective tax jurisdictions where the company operates. The tax rates and tax laws
used to compute the amount are those that are enacted or substantively enacted, at
the reporting date. Current income tax relating to items recognized directly in equity
is recognized in equity and not in the Statement of Profit and Loss.
Deferred income taxes reflect the impact of timing differences between taxable
income and accounting income originating during the current year and reversal of
timing differences for the earlier years. Deferred tax is measured using the tax rates
and the tax laws enacted or substantively enacted at the reporting date. Deferred
income tax relating to items recognized directly in equity is recognized in equity and
not in the Statement of Profit and Loss.
Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax
assets are recognized for deductible timing differences only to the extent that there
is reasonable certainty that sufficient future taxable income will be available against
which such deferred tax assets can be realized.
Cash Flow From Financing Activities
(460)
(723)
Loan taken/(Repaid)-unsecured
Loan taken/(Repaid)-secured
-
7,700
Repayment of Security Deposit
(1,800)
-
Short term borrowings taken
20,393
-
Short term borrowings repaid
(24,091)
(347)
Interest and Finance Charges
(1,584)
(2,252)
Net Cash Flow from Financing Activities
(7,542)
4,378
(19,666)
(19,637)
23,230
42,867
3,564
23,230
Net Increase in Cash and Cash Equivalents
( A+B+C)
Cash and Cash Equivalents at the beginning
of the Year*
Cash and Cash Equivalents at the close
of the Year*
* Cash and Cash Equivalents comprise of :
Cash in Hand
1,264
759
Balance with Banks
2,300
22,471
Total
3,564
23,230
Note : 1
The Cash Flow Statement has been prepared under the "Indirect Method"as set
out in Accounting standard-3 Cash Flow Statements.
Sachin A Negandhi
Partner
Place : Mumbai
I.C.Jain
Chairman
DIN: 00178901
Girish Jain
Whole Time Director
DIN: 00151673
Vinit Kedia
Hemant Soni
Company Secretary
Place : Mumbai
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1.7
Revenue Recognition:
Revenue from Professional fees & Consultancy charges, Income from Brokerage &
other operations are recognized as and when there is reasonable certainty of its
ultimate realization and on completion of the assignment.
Dividend:
Dividend Income is recognized when the Company’s right to receive is established
by the reporting date.
1.8
Foreign Currency Transactions
Transactions in Foreign Currencies are recorded at the exchange rate prevailing on
the date of transactions.
Foreign currency current assets and current liabilities outstanding at the year end
are translated at the year end exchange rate and unrealized exchange gain or loss
is recognized in the Statement of Profit and Loss.
Realized exchange gain/loss on foreign transactions during the year is recognized
in the Statement of Profit and Loss.
1.9
Derivative Transactions:
In accordance with the ICAI announcement, derivatives contract, other than foreign
contracts covered under AS 11, are marked to market on a portfolio basis, and the
loss if any, after considering the offsetting effect of gain on the underlying hedged
item, is charged to the Statement of Profit & Loss.
1.10 Stock in Trade:
Stocks of shares are valued at the lower of cost arrived on weighted average basis or
fair value.
1.11 Employee Benefits:
I)
Short term employee benefits are charged off at the undiscounted amount in
the year in which the related service is rendered.
ii)
The holding company and its subsidiaries, except KJMC Capital Market
Services Limited are exempted from Payment of Gratuity Act, 1972 in view of
its strength of employees being less than threshold limit attracting the
applicability of the said statute and as such no provision has been made for
the said liability. In case of a subsidiary, KJMC Capital Market Services
Limited have an obligation towards gratuity, a defined benefit scheme is
accrued and provided for on the basis of actuarial valuation at the year end in
accordance with the revised AS-15.
iii)
Leave Encashment is not provided for on actuarial basis and the same is
charged on actual basis.
1.12 Provisions, Contingent Liabilities & Contingent Assets:
Provisions involving substantial degree of estimation in measurement are
recognized when there is present obligation as a result of past event and it is
probable that there will be outflow of resources. Contingent liabilities are not
recognized but are disclosed in the notes. Contingent assets are neither recognized
nor disclosed in the financial statements. Provisions, Contingent Liabilities and
Contingent Assets are reviewed at each Balance Sheet date.
1.13 Earnings per Share:
Basic earnings per share are calculated by dividing the net profit or loss for the
period attributable to equity shareholders (after deducting preference dividends and
attributable taxes) by the weighted average number of equity shares outstanding
during the period. For the purpose of calculating diluted earning per share, the net
profit or loss for the period attributable to equity shareholders and the weighted
average number of shares outstanding during the period are adjusted for the effects
of all dilutive potential equity shares.
(` in '000')
Particulars
For the
For the
31.03.2016
31.03.2015
Note - 2: Share Capital
Authorised:
5,000,000 (Previous Year: 5,000,000) Equity shares of
50,000
50,000
`10/- each
50,000
50,000
Issued and Subscribed :
`10/-each
31,364
31,364
31,364
31,364
Paid up
`10/-each, fully paid up.
31,364
31,364
31,364
31,364
(` in '000')
(a)
Additional Information
Particulars
-
-
-
-
3,136,440
31,364
3,136,440
31,364
As At
31.03.2015
71,197
71,197
71,197
71,197
79,622
79,622
79,622
79,622
14,326
3,137
11,189
18,343
4,017
14,326
58,326
51,410
3,088
61,414
-
(284)
7,199
58,326
-
Balance carried forward
Total
61,414
58,326
223,422
223,470
(` in '000')
Particulars
Non-Current Maturities
Current Maturities
As at
As at
As at
As at
31.03.2016 31.03.2015 31.03.2016 31.03.2015
Note - 4: Long Term Borrowings
Term Loans
Vehicle Loan
Vehicle Loan
Loans & Advances:
Loans from Related Parties (Unsecured)
(Unsecured Borrowings bearing the
interest rate @ 9.5% p.a. repayable
on or before December 2018)
Amount disclosed under the head
“Other Current Liabilities"
(Refer Note - 8)
-
107
134
439
-
106
106
297
-
-
-
-
-
213
241
736
-
Additional Information:
Vehicle Loan
Particulars
Secured by vehicle bought under
loan and repayable in
36 Equated monthly installments
Secured by vehicle bought under
loan and repayable in
36 Equated monthly installments
(` in '000)
No. of
Amount of Interest rate Installment
Loan
% p.a
Amount Outstanding
(` In '000)
(` In '000) Installments
as on date
720
11.25
23
6
823
9.85
27
4
(` in '000')
Particulars
Reconciliation of Shares outstanding at the beginning and at the end of the year
Particulars
As at 31.03.2016
As at 31.03.2015
No of Shares Amount No of Shares Amount
Shares outstanding at the
beginning of the year
3,136,440
31,364 3,136,440
31,364
Shares issued during the year
Shares bought back during
the year
Shares outstanding at the end
of the year
As At
31.03.2016
Note - 3: Reserves and Surplus
General Reserve
Add : Transfer from Special Reserve
Closing Balance
Securities Premium Reserve
Closing Balance
Revaluation Reserve
Closing Balance
Surplus/(Deficit) in the statement of profit and loss
Less : Fixed Assets not having remaining useful life as
on 1st April, 2014 (Refer Note - 9)
Profit for the period
Amount available for appropriation
Less : Appropriations
Note - 5: Long Term Provisions
Provision for Ex-Gratia
Note - 6: Short Term Borrowings
Cash credit from bank repayable on demand (Secured)
(Cash credit from bank is secured against equitable
mortgage of premises belonging to its subsidiary
Company and Corporate Guarantee given by the said
subsidiary.The cash credit is repayable on demand and
carries interest @ Base Rate + 3.75%.)
(b) Terms/ Rights attached to Shares
The Company has only one class of equity shares having par value of Rs. 10 per share.
Each shareholder of equity share is entitled to one vote per share.
In the event of liquidation of the Company, the holders of equity shares will be entitled to
receive remaining assets of the Company, after distribution of all preferential amounts. The
distribution will be in proportion to the number of equity shares held by the
shareholders.
(c) Details of Sharesholders holding more than 5% shares of the Company:
Note - 7: Trade Payables
Trade payable -Others
Note - 8: Other Current Liabilities
Current Maturities of Long Term Borrowings
(Refer Note - 4)
Employees dues
Statutory dues
Other payables
Equity Share
As at 31.03.2016
As at 31.03.2015
of ` 10/- each No of Shares held % of Holding No of Shares held % of Holding
Inder Chand Jain 998,250
31.83%
998,250
31.83%
I. C. Jain HUF
220,500
7.03%
220,500
7.03%
40
As At
31.03.2016
As At
31.03.2015
877
877
374
374
-
3,698
-
3,698
2,198
2,198
40,581
40,581
241
1,559
397
2,376
4,573
736
1,065
321
3,239
5,361
Note - 9: Fixed Assets -Tangible
Description
Office Premises
Furniture & Fixtures
Computers
Office Equipments
Vehicles
Total (A)
Previous Year
As at
01.04.2015
29,934
6,479
11,203
3,895
3,632
55,143
54,084
Gross Block
Additions/
Deductions/
Impairment/
Adjustments Adjustments
Reversal
during the year during the year during the year
754
2
158
911
2
1,059
-
As at
31.03.2016
As at
01.04.2015
29,934
6,479
11,954
4,053
3,632
56,052
55,143
12,035
5,489
10,831
3,630
2,148
34,132
24,723
Depreciation
Provided
Deductions/
during the Adjustments
year during the year
3,915
359
487
188
681
5,630
9,409
-
As at
31.03.2016
15,950
5,847
11,318
3,818
2,829
39,762
34,132
(` in '000')
Net Block
As at
As at
31.03.2016 31.03.2015
13,984
632
636
235
803
16,290
21,010
17,900
990
371
265
1,484
21,010
Gross Block
Depreciation
Net Block
Additions/
Deductions/
Impairment/
As at
As at
Provided
Deductions/
As at
As at
As at
Description
Adjustments Adjustments
Reversal 31.03.2016 01.04.2015 during the Adjustments 31.03.2016 31.03.2016 31.03.2015
during the year during the year during the year
year during the year
Computer Software
45
45
43
43
2
2
Total (B)
45
45
43
43
2
2
Previous Year
45
45
39
4
43
2
Total (A+B)
55,188
911
2
56,097
34,175
5,630
39,805
16,292
21,013
Previous Year
54,129
1,059
55,188
24,762
9,413
34,175
21,012
1.
The Company's wholly owned subsidiary namely, KJMC Credit Marketing Limited has revalued its office premises in the year 2010-11 at ` 26,400 (in ' 000 ') based
on a external valuer report and created revaluation reserve amounting to ` 21,398 (in '000').
2.
Out of total depreciation for the year an amount of ` 3137 (in '000') (Previous Year : ` 4017 (in '000')) is adjusted against revaluation reserve and balance is charged
to Statement of Profit and Loss in respect of KJMC Credit Marketing Limited.
As at
01.04.2015
Sr
No.
Particulars
FV
(`)
As at 31.03.2016
Qty (Nos)
Amount
As at 31.03.2015
Qty (Nos)
Amount
10
10
10
10
10
10
2
10
10
10
10
10
2
10
12,693
97
62
12,682
473
224
7,500
14,000
110
1,000,000
7,250
225
12,500
14,831
10,049
553
620
31,824
24,016
200
1,575
1,500
20,000
20,000
11,600
1,204,584
4,000
4,000
1,208,584
394
486
123
2,718
497
248
4,880
3,351
103
22,159
2,231
1,000
2,361
1,062
2,211
178
523
892
1,957
0
604
1,727
536
2,989
369
53,599
4,000
4,000
57,599
5,000
1,800
200
5,000
12,500
24,565
7,623
13,700
425,000
51,100
14,367
47,000
1,000
65,000
9,917
620
7,000
24,949
200
250
20,000
11,600
25,000
50,000
823,391
4,000
4,000
827,391
239
690
781
612
2,381
1,308
1,086
871
8,500
3,082
431
1,693
18
945
2,148
523
981
2,033
223
536
369
153
848
30,451
4,000
4,000
34,451
20000
46982
1500
36300
25000
33639
30000
20
18,793
2
6,507
0
-
20,000
46,982
1,500
36,300
25,000
33,639
30,000
20
18,793
2
6,507
-
Note - 10 : Non-Current Investments
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
Non-Trade -Quoted
Adani Transmission Ltd
Bajaj Finance Ltd.
Cera Sanitaryware Ltd.
Dena Bank Ltd.
Dredging Corp of India Ltd.
Dynamatic Technologies Ltd
Essel Propack Ltd.
Federal Mogul Goetze Ltd.
Finolex Cables Ltd.
Gayatri Projects Ltd.
HDFC Bank Ltd.
Infosys Ltd.
Indiabulls Real Estate Ltd.
Indiabulls Housing Finance Ltd
Inox Leisure Ltd
Just Dial Ltd.
Lloyed Electric Ltd
Menon Piston Ltd.
Maruti Suzuki India Ltd.
Muthoot Finance Ltd
Network 18 Media & Investments Ltd.
Nocil Ltd.
Nuchem Ltd..
Orient Green Power Company Ltd.
Prism Cement Ltd
Poly Medicure Ltd.
Quick Heal Technologies Ltd
Reliance Industries Ltd.
Roto Pumps Ltd
Shree Ram Urban Infrastructure Ltd.
Soma Paper Industries Ltd.
Somany Ceramics Ltd
SRF Ltd.
Suzlon Energy Ltd.
Titagarh Wagons Ltd
United Intractive Ltd.
Uttam Value Steel Ltd.
Zee Media Corporation Ltd.
10
10
10
10
5
10
10
10
5
10
10
10
10
10
10
2
10
10
1
Total (a)
1
Investment in Bonds
Investment in Tax free bonds
( Indian Railway Finance Corporation Ltd)
1,000
Total (b)
Total [ A ](a+b)
1
2
3
4
5
6
7
In Other Companies
Bhubneswer Stock Exchange Ltd.
BSE India Limited.
Neelanchal Technologies Ltd.
KJMC Platinum Builders Pvt Ltd
Prime Pictures Pvt. Ltd.
Shree Vindhya Paper Mills Ltd.
Vishnu Vijay Packaging Ltd.
1
1
10
10
10
10
10
41
A
D
V
I
C
E
M
A
T
T
E
R
S
Sr
No.
8
Particulars
FV
(`)
10
Omnipresent Retail India Private Ltd.
TOTAL
TOTAL [B]
Non-Trade -Unquoted
0% Compulsorily Convertible Preference Shares of KJMC Financial Services Ltd.
of KJMC Financial Services Ltd.
2.50% Non Convertible Cumulative Redemable Preference shares of
Maximus Advisory Services Pvt Ltd.
TOTAL (C)
TOTAL (A+B+C)
Aggregate amount of quoted Investment
Aggregate Market Value of quoted Investment
Aggregate amount of unquoted Investment
Aggregate provision for diminution in value of investments
(` in '000')
Particulars
Note - 11: Deferred Taxation
Deferred Tax Asset
Provision for Gratuity
Unabsorbed Business Losses/Depreciation
Fixed Asset
Long Term Capital Loss
Deferred tax Asset
Deferred Tax Liability
Fixed Assets
Deferred Tax Liabilities
Deferred Tax Asset/ (Liability) -Net
Note - 12: Long Term Loans and Advances
Advances recoverable in cash or kind or for value
to be received
Security Deposit to Related parties
Security Deposit to others
Advance Income Tax
Less: Provision for Taxation
MAT credit Entitlement
Other loans and advances
Note - 13: Other Non-current Assets
Security Deposit
Deposits with maturity more than 12 months
(Refer Note - 16)
Interest Accrued
As At
31.03.2016
As At
31.03.2015
189
3,729
1,337
6,512
11,767
115
3,535
1,336
6,511
11,497
387
387
11,380
567
567
10,930
113
412
14,625
18,662
8,729
18,628
(6,291)
5,737
24,142
21,975
(6,335)
5,731
11,479
53,020
12,153
76,740
-
50
37,374
37,374
28,857
26
28,933
10
133,269
927.116
301.840
830 133,269
830
-
As At
31.03.2016
As At
31.03.2015
Note - 15:-Trade Receivables
Outstanding over six months
Others
1,112
1,563
2,675
1,562
17,409
18,971
Note - 16: Cash and Bank Balances
Cash & Cash Equivalents
Cash in Hand
Balance with Banks
- On Current Accounts
Other Bank Balances
- On Deposit Accounts
With more than 12 month's maturity
Amount disclosed under the head “Other Non
Current Assets"
(Refer Note - 13)
759
2,300
3,564
22,471
23,230
37,374
28,857
(37,374)
(28,857)
3,564
23,230
77000
115,000
192,000
1,216,190
Note - 20: Other Income
Dividend Income
Interest Income _Others
Rent Income
Infrastructural Support Services Income
Others
Note - 21: Employee Benefit Expense
Salaries and Wages
Contribution/Provision to Provident and other Funds
Staff Welfare Expenses
Note - 22: Finance costs
Interest to Bank
Interest to Others
Other Financial Charges
Note - 9: Depreciation and amortisation Expenses
Depreciation A/c.
Less : Adjusted with Revaluation Reserve
Note - 23: Other expenses
Advertisement
Auditors Remuneration (for break up refer below)
Business Promotion Expenses
Electricity expenses
Insurance Charges
Legal Expenses
Motor Car Expenses
Professional fees
Miscellaneous expenses
Rent & Other Infrastructural Support Service
Office Maintenance & Utility Expenses
- Building
- Office
Subscription and membership fees
Sub-brokerage expenses
Stoack Exchange & Other Allied Expenses
Printing & Stationery Expenses
Travelling & Conveyance Expenses
Dead Investment Written Off
ROC/BSE Filling Charges
1,333
1,264
4875
11500
16,375
99,296
57,599
44,505
41,696
-
Note - 19: Revenue from Operations
Sale of Services
Brokerage Income (Net)
Profit on Sale of Investments
Interest Income
(` in '000')
Particulars
19500
115000
134,500
1,536,505
Note - 18: Other Current Assets
Unsecured
Proceeds from Redemption of Mutual Funds
1,333
1,333
2,200
900
3,100
3,930
100
100
Note - 17: Short Term Loans and Advances
Advances recoverable in cash or kind or for value
to be received
Loans and advances to related parties
Others
Deposit/Balances with Service Tax Dept & dues
from Government
Other Loans & Advances
FV As at 31.03.2016 As at 31.03.2015
(`) Qty (Nos) Amount Qty (Nos) Amount
Note - 14: Current Investments
Non Trade-Quoted
Port City Infrastructure
Development (I) Ltd
Total (A)
Non- Trade-Quoted
Investment in Mutual funds
SBI Premier Liquid Fund-Growth
HDFC Liquid Fund
TOTAL (B)
Grand Total (A+B)
As at 31.03.2015
Qty (Nos)
Amount
3,378
1,238
196,799
26,560
196,799
26,560
Particulars
(` in '000')
Particulars
As at 31.03.2016
Qty (Nos)
Amount
193,421
25,322
193,421
25,322
Statutory Auditor's Remuneration
Audit Fees
For Taxation matters
For Other Services/Limited Review
Reimbursement of Expenses
42
17,125
11,500
28,625
89,636
34,451
41,167
55,185
(` in '000')
As At
31.03.2016
As At
31.03.2015
15,434
11,870
(0)
-
6
1,236
16,676
659
266
12,795
-
3,254
3,254
11,695
20,704
13,476
3,575
49,450
11,187
23,839
12,034
3,640
50,700
2,210
931
660
489
545
4,835
3,704
1,409
660
1,112
523
7,408
17,610
790
483
18,883
14,823
683
430
15,936
355
27
250
632
942
96
265
1,303
5,630
3,137
2,493
9004
4017
4987
63
298
762
991
226
2,091
770
5,631
1,275
3,474
91
336
472
834
231
2,537
465
7,315
1,065
4,280
2,691
2,149
1,892
3,433
675
3,863
503
269
31,056
2,795
2,034
2,022
3,124
605
3,627
137
31,970
150
50
78
20
298
186
50
70
30
336
(Note Nos : 24 to 33)
24. Contingent Liabilities not provided for:
Corporate Guarantees given to:
(` in '000')
I)
HDFC Bank for ` 37,500 (Previous Year ` 37,500) in respect of KJMC Capital Market Services Limited.
ii)
In case of KJMC Corporate Advisors (I) Ltd., there is income tax demand of ` 24 (in '000') & ` 195 (in '000') & ` 301 (in '000') in respect of income
tax for Assessment Year 2011-12 & Assessment Year 2012-13 & Assessment Year 2013-14 respectively against which appeal has been filed
with CIT (A) and in case of KJMC Capital Market Services Ltd. there is income tax demand of ` 704 (in '000') in Assessment Year 2006-07, ` 3390
(in '000') Assessment Year 2008-09 & ` 753 (in '000') in respect of income tax for Assessment Year 2009-10 against which appeal has been filed
with ITAT and ` 110 (in '000') in respect of income tax for Assessment Year 2011-12 and 14 (in '000') in respect of income tax for Assessment Year
2012-13 against which appeal has been filed with CIT (Appeal). The management expects matter to be decided in favor of the Company in the
appellate process. The management accordingly believes that the ultimate outcome of these proceedings will not have any material adverse
effect on the Company's financial position and results of operations.
25. Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advances) ` NIL (Previous Year ` NIL )
F.Y.2015-16
26. (i) Expenditure in Foreign Currency
1,256
(ii) Earnings in Foreign Currency
4,448
27. Related party disclosures under Accounting Standard 18:
List of related parties
(a) Parties where control exists
Sr. No.
Name of Subsidiary
F.Y.2014-15
1,251
3700
(` in '000')
Country of Incorporation
Ownership Interest
31.03.2016
31.03.2015
100%
100%
100%
100%
100%
100%
100%
100%
1
India
2
KJMC Commodities Market India Ltd
India
3
KJMC Shares and Securities Ltd
India
4
KJMC Credit Marketing Ltd
India
(b) Key Management Personnel
Girish Jain (Whole Time Director)
Vinit Kedia (Chief Financial Officer)
Hemant Soni (Company Secretary)
(c) Relatives of Whole Time Director
I C Jain
Father
Chanddevi Jain
Mother
Rajnesh Jain
Brother
Aditi Girish Jain
Wife
(d) Enterprises over which key management personnel/relatives are able to exercise significant influence :
KJMC Assets Management Company
Puja Trades & Investments Private Limited
KJMC Platinum Builders Private Limited
KJMC Realty Private Limited
KJMC e.Business Ventures Private Limited
KJ Golden Real Estate Private Limited
KJ Diamond Real Estate Private Limited
AKIP Venture Private Limited
Maximus Management Advisory Services Private Limited
Khandelwal Jain & Company (Firm)
(e) Associates
Transactions during the year with related parties
1
2
Loan taken
Loan Repaid
Associates
(` in 000's)
31.03.2016
31.03.2015
Key Management Personnel and Enterprises over which key
management
Personnel
31.03.2016
31.03.2015
31.03.2016
31.03.2015
-
-
-
-
-
1200
-
1,200
-
-
-
-
7,700
43
A
D
V
I
C
E
M
A
T
T
E
R
S
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
Professional Fees Paid
Professional fees Received
Prathamesh Enterprises Pvt. Ltd.
Director’s Remuneration
Rajnesh Jain
Girish Jain
Interest paid
Interest received
Deposit Received (Director Recommendation)
I.C. Jain
Deposit Repay (Director Recommendation)
I.C. Jain
Security Deposit Received Back / Paid
Puja Trades & Investments Pvt Ltd (Received)
Rajnesh Jain (Paid)
Rajnesh Jain (Received)
Shraddha Jain (Received)
KJMC Financial Services Limited (Received)
Rent Received
Rent Paid
Rajnesh Jain
Pankaj Jain
Reimbursement of Expenses received
Reimbursement of Expenses Paid
Brokerage Commission & Income Earned
Inderchand Jain
Chanddevi Jain
Rajnesh Jain
Archana jain
Aditi Jain
Girish I Jain (HUF)
Prathmesh Enterprises Pvt ltd
KJMC Platinum Builders Pvt Ltd
KJMC Investment Company
Board Meeting Fees
I.C.Jain
Rajnesh Jain
Shraddha Jain
Net Receivable
Pankaj Jain
Hemant Soni (Loan Against Salary)
Vinit Kedia
(Loan Against Salary)
Maximus Advisory Services Pvt Ltd
Associates
31.03.2016
31.03.2015
Key Management Personnel and Enterprises over which key
management
Personnel
31.03.2016
31.03.2015
31.03.2016
31.03.2015
-
-
-
-
506
1,250
-
-
-
-
1000
-
350
-
-
2096
1105
2,096
-
-
-
-
-
-
-
2
-
-
-
-
-
828
-
-
100
-
-
-
-
-
100
-
-
-
-
-
1500
-
162
162
-
3500
2000
2,500
-
-
-
-
-
660
274
178
660
274
711
-
-
120
126
120
-
800
600
-
800
785
-
-
-
-
-
235
2
4
139
56
205
2
2
457
128
-
-
-
-
332
-
-
-
40
25
1
21
1
3
-
64
-
45
94
120
450
3
44
306
471
-
-
-
28
30
28
-
-
-
-
-
125
730
194
50
-
3,000
10000
-
6,500
12,000
-
-
6125
-
-
-
11,500
-
44
28.
Earnings per share:
Particulars
(a) Profit/(Loss) after Tax ( ` 000’s)
31.3.2016
31.3.2015
3088
7199
(b) The weighted average Number of Equity Share (Nos.)
31,36,440
31,36,440
(c) Face value (`)
10
10
(d) Earnings per Share (Basic)
0.98
2.30
(e) Earnings per Share (Diluted)
0.98
2.30
29.
During the Previous year the Group has charged depreciation based on the remaining useful life of the assets as per the requirement of Note 7 (b) of
Schedule II of the Companies Act, 2013. As a result, the depreciation charge for the previous year is higher by ` 15.82 Lakhs as compared to the
depreciation required to be charged under Companies Act, 1956. In case of KJMC Corporate Advisors (I) Ltd., the carrying value of assets amounting
to ` 2.84 Lakhs ( Net of Deferred Tax) of which the remaining useful life was NIL as on 1st April, 2014 is adjusted to the opening balance of retained
earnings as on 1st April 2014.
In case of KJMC Capital Market Services Ltd., ` 1478 ('000') is debited to the Statement Profit & Loss under exceptional items as per the provisions of
the Schedule II of the Companies Act 2013.
30.
The main business of the companies being Merchant Banking / Capital Market operations, and as such there are no separate segments as specified
in the Segment Reporting (AS 17), which needs to be reported.
31.
The company along with its wholly owned subsidiary, KJMC Shares & Securities hold more than 20% of the Equity Share capital in KJMC Financial
Services Limited as on 31st March, 2016, hence KJMC Financial Services Limited is held as an Associate Company and its financial results have
been considered for the purpose of Consolidation as per Section 129 of the Companies Act, 2013.
32.
Additional information:
(` in 000's)
Name of the Entity
Net Assets , i.e. , total assets minus total liabilities
Share in profit or loss
As % of consolidated
net assets
Amount
As % of consolidated
profit or loss
Amount
1
2
3
4
5
Parent : KJMC Corporate Advisors
(India) Ltd.
84.28
214,722
13.06
403
Subsidiaries Indian
1. KJMC Capital Market Services Ltd.
52.15
132,859
28.08
867
2. KJMC Commodities Market India Ltd.
1.18
3,008
2.25
70
3. KJMC Shares and Securities Ltd.
11.28
28,740
(1.99)
(62)
4. KJMC Credit Marketing Ltd.
3.56
9,068
12.68
392
Minority interest in all subsidiaries
-
Associates (Investment as per the equity method ) –
33.
-
-
-
-
-
--
-
-
45.61
1,409
Joint Ventures
-
-
-
-
The previous year's figures have been regrouped or rearranged wherever necessary in order to conform to this year's presentation
and shown in brackets.
Sachin A Negandhi
Partner
Place : Mumbai
45
I.C.Jain
Chairman
DIN: 00178901
Girish Jain
Whole Time Director
DIN: 00151673
Vinit Kedia
Place : Mumbai
Hemant Soni
Company Secretary
Registered Office : 162, Atlanta, 16th Floor,
Nariman Point, Mumbai - 400 021.
Tel.No.: 022-4094 5500. Email : [email protected]
PROXY
Form No. MGT-11
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN
:
L67120MH1998PLC113888
Name of the Company
:
Registered office
:
162, 16th Floor, Atlanta, Nariman Point, Mumbai- 400021
Name of the member (s)
:
_____________________________________________________________________________
Registered address
:
_____________________________________________________________________________
Email ID
:
_____________________________________________________________________________
Folio No/Client ID/DP ID
:
_____________________________________________________________________________
I/We, being the member(s) of ______________ shares of the above named company, hereby appoint:
(1)
Name
: _____________________________
Email Id : _____________________________
(2)
(3)
Name
: _____________________________
Address
: ____________________________________
Signature : ____________________________________ or failing him
Address
: ____________________________________
Email Id : _____________________________
Signature : ____________________________________ or failing him
Name
Address
: _____________________________
Email Id : _____________________________
: ____________________________________
Signature : ____________________________________
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 18th Annual General Meeting of the Company, to be held
on Saturday, September 10, 2016 at 10.00 a.m. at S. K. Somani Memorial Hall, Hindi Vidya Bhavan, 79-Marine Drive, `F' Road, Mumbai –
400 020 and at any adjournment thereof in respect of such resolutions as are indicated below:
Adoptions of Standalone and Consolidated Financial Statements of the Company for the financial year ended
March 31, 2016, together with the Reports of the Board of Directors and the Auditors thereon.
Re-appointment of Mr. Inderchand Jain (DIN: 00178901), who liable to retire by rotation.
Ratification of Appointment of M/s. K. S. Aiyar & Co., Chartered Accountants, as Statutory Auditors and fix their remuneration.
Re-appointment of Mr. Girish Jain (DIN: 00151673) as a Whole Time Director of the Company.
Signed this _______ day of _________ 2016
Affix
Rupee.1
Revenue
Stamp
Signature of shareholder
Signature of Proxy holder(s)
Note:
This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the
commencement of the meeting.
Registered Office : 162, Atlanta, 16th Floor, Nariman Point, Mumbai - 400 021.
ATTENDANCE
(To be handed over at the entrance of the Meeting Hall)
18th Annual General Meeting - September 10, 2016
I hereby record my presence at the 18TH ANNUAL GENERAL MEETING of the company held on Saturday, September 10, 2016 at 10.00 a.m.
at S.K. Somani Memorial Hall, Hindi Vidya Bhawan, 79 - Marine Drive, “F” Road, Mumbai - 400 020.
Full name of Member (IN BLOCK LETTERS)
Reg.Folio No./Demat ID
No. of shares held
Full name of Proxy (IN BLOCK LETTERS)
Member’s / Proxy Signature
REQUEST TO MEMBERS
Members are requested to send their question(s), if any, to the Company Secretary/Chief Financial Officer at the Registered Office of the Company, on or before
September 05, 2016, so that the answers/details can be kept ready at the Annual General Meeting.
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