| Dear members,
The Directors are pleased to submit the annual report of the Company
along with the audited financial statements for the financial year
ended 31st March, 2015. Consolidated performance of the Company and
its subsidiaries has been referred to wherever required.
FINANCIAL RESULTS
The Company's financial performance for the financial year ended 31st
March, 2015 is summarized below:
(Rs. in "000")
Year Year
Particulars Ended Ended
31st March, 31st March,
2015 2014
Standalone
Total Revenue 27,300 35,437
Total Expenditure 24,966 32,315
Profit/(Loss)
Before Tax 2,334 3,122
Provision for Tax
- Current Tax - 994
- Deferred Tax (1,472) (172)
- MAT Credit - -
- Prior Period Taxes 1,302 306
Profit/(Loss)
for the Year 2,504 1,994
Earnings Per Equity Share:
(1) Basic 0.80 0.64
(2) Diluted 0.80 0.64
PERFORMANCE REVIEW STANDALONE
Your Company's total revenue during the year under review was Rs. 273.00
Lakhs as compared to Rs. 354.37 Lakhs in the previous year. The total
expenditure during the year under review was Rs. 249.66 Lakhs as
compared to Rs. 323.15 Lakhs in the previous year. The Net Profit after
tax for the year was Rs. 25.04 Lakhs as compared to Rs. 19.94 Lakhs in the
previous year.
CONSOLIDATED
Your Company's total revenue of Rs. 581.09 Lakhs as compared to Rs. 617.95
Lakhs in the previous year. The total expenditure during the year
under review was Rs. 541.96 Lakhs as compared to Rs. 575.74 Lakhs in the
previous year. The Net Profit after tax was Rs. 72 Lakhs as compared to
Rs. 22.69 Lakhs in the previous year.
DIVIDEND
In order to conserve the resources for operations, your Directors
regret their inability to recommend any dividend for the year under
review.
DIRECTORS
Mr. Raghunath Mohanlal Kumar (Din: 00261227), Independent Director of
the Company has resigned with effect from 10th November, 2014 due to
ill health. He was associated with the Company since 24th May, 2012.
The Board placed on record its appreciation for the invaluable
services rendered by him during his tenure as Independent Director of
the Company.
Mrs. Shraddha Jain (DIN: 00156306), has been appointed as an
Additional Director of the Company with effect from 30th March, 2015
pursuant to Section 149 of the Companies Act, 2013 and Clause 49 of
the Listing Agreement. She is an Arts graduate from Mumbai University
and has been associated with the KJMC Group Companies as a Director
and her experience in human resources and administration will be
beneficial for the Company. She will also fulfill the requirement of
having a woman Director on the Board as required under the Companies
Act, 2013 and the listing agreement with the Stock Exchange. She will
hold office upto the date of this
Annual General Meeting and being eligible, offers herself for being
appointed as a Director of the Company, liable to retire by rotation.
The Company has received a notice from a member pursuant to Section
160 of the Companies, Act 2013 proposing her appointment as a Director
of the Company, the necessary resolution is being proposed in the
notice of this Annual General Meeting for the approval of members for
appointment of Mrs. Shraddha Jain (DIN: 00156306) as a Director of the
Company.
According to the Companies Act, 2013, at least two-thirds of the total
number of Directors (excluding independent directors) shall be liable
to retire by rotation. For this purpose, considering the composition
of the Board, Mr. Girish Jain, Director of the Company is liable to
retire by rotation at this annual general meeting and being eligible,
offer himself for reappointment.
The Independent Directors have submitted the Declaration of
Independence, as required pursuant to section 149(7) of the Companies
Act, 2013, stating that they meet the criteria of Independence as
provided in sub-section (6) of section 149 of the Companies Act, 2013.
NUMBER OF BOARD MEETING
The Board of Directors met Five (5) times in the financial year. The
details of the board meetings and the attendance of the Directors are
provided in the Corporate Governance Report. The intervening gap
between the meetings was within the period prescribed under the
Companies Act, 2013.
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
Clause 49 of the Listing Agreement. At the meeting of the Board all
the relevant factors that are material for evaluating the performance
of the individual Directors, as well as the Board committees were
discussed in detail.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria
such as the contribution of the individual director to the Board and
committee meetings, 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.
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.
KEY MANAGERIAL PERSONNEL
Mr. Girish Jain, Whole Time Director, Mr. Lokesh Ranavat, Chief
Financial Officer and Mr. Hemant Soni, Company Secretary of the
Company are also designated as Key Managerial Personnel under the
Companies Act, 2013
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
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 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
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 31st March, 2015.
AUDITORS
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.
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.
AUDIT COMMITTEE
The details pertaining to composition of audit committee & its members
are included in the Corporate Governance Report, which forms part of
this report.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
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 31st March 2015, 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.
SUBSIDIARY COMPANIES
As on March 31st March, 2015, your Company has Four (4) wholly owned
subsidiaries viz., (1) KJMC Shares & Securities Limited, (2) KJMC
Credit Marketing Limited, (3) KJMC Capital Market Services 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.
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company's subsidiaries in Form AOC-1 is attached & forms part of this
report.
In accordance with third proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report of the Company, containing therein its
standalone and the consolidated financial statements has been placed
on the website of the Company, www.kjmc.com. Further, as per fourth
proviso of the said section, audited annual accounts of each of the
subsidiary companies have also been placed on the website of the
Company, www.kjmc.com. Shareholders interested in obtaining a copy of
the audited annual accounts of the subsidiary companies may write to
the Company Secretary at the Company's registered office.
DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134 OF THE
COMPANIES ACT, 2013
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors
hereby confirm that:
a. that in the preparation of the annual financial statements for the
year ended 31st March, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b. that such accounting policies have been selected and applied them
consistently and made judgement and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d. that the annual accounts have been prepared on a going concern
basis;
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively; and
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
CORPORATE GOVERNANCE
Company's paid up Equity Share Capital does not exceed the threshold
of Rs.10 Crores and the net worth does not exceed Rs. 25 Crores as on 31st
March, 2015 therefore as per SEBI Circular No: CIR/CFD/POLICY
CELL/7/2014 dated 15th September, 2014 compliance of Clause 49 of the
Equity Listing Agreement is not applicable to your Company. However to
maintain highest standards of Corporate Governance, a separate section
on Corporate Governance, is annexed and forms part of this report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of your Company as on March 31,2015
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.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed 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.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
MANAGEMENT DISCUSSION AND ANALYSIS
A report on the Management Discussion and Analysis for the financial
year under review is annexed and forms part of this report.
LISTING OF SHARES
The Equity Shares of the Company are listed on BSE Limited. The
Listing fees upto the financial year 2015 - 2016 has been paid to BSE
Limited (BSE).
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:
1. The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year;
Non-executive directors Ratio to median remuneration
Mr. I.C. Jain -
Mr. S.C. Aythora 0.04
Mr. R.R. Kumar
(up to 10.11.2014) * -
Mr. Nitin Kulkarni 0.04
Mrs. Shraddha Jain (Appointed on
30.03.2015) * -
Executive Directors
Mr. Girish Jain 2.68
Mr. Rajnesh Jain
(Up to 11.08.2014) * -
*Since this information is for part of the year, the same is not
comparable.
2. The percentage increase in remuneration of each Director, Chief
Financial Officer, Company Secretary, if any, in the financial year;
Chief Financial Officer: 15%, Whole Time Director: Nil, Company
Secretary: 10%
3. The percentage increase in the median remuneration of employees in
the financial year: 15%.
4. The number of permanent employees on the rolls of Company as on
31st March, 2015: 6.
5. The explanation on the relationship between average increase in
remuneration and Company performance: .
Employees received an annual increase of 10% on an average. The
individual increments varied from 5% to 15%, based on individual
performance.
6. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
(in Rs. 000")
Aggregate remuneration of key managerial
personnel (KMP) in FY15 5016.77
Revenue 27300.00
Remuneration of KMPs (as % of revenue) 18.38%
Profit before Tax (PBT) 2334.00
Remuneration of KMP (as % of PBT) 214.94%
7. Variations in the market capitalisation price earnings ratio as at
the closing date of the current financial year and previous financial
year and percentage increase / decrease in the market quotations of
the shares of the company in comparison to the rate at which the
company came out with the last public offer in case of listed
companies, and in case of unlisted companies, the variations in the
net worth of the company as at the close of the current financial year
and previous financial year;
Particulars March 31,2015 March 31,2014 % Change
No. of Equity Share 31,36,440 31,36,440 Nil
Market price per
share(Rs.) 11.45 9.5 20.53%
Market Capitalisation 3,59,12,238 2,97,96,180 20.53%
Earning per share 0.80 0.64 25%
The Company was demerged from the KJMC Financial Services Limited
w.e.f. 01.04.1998, the shareholders of the KJMC Financial Services
Ltd. were allotted one equity shares of the face value of Rs. 10/-each
in the company for every equity shares held in the KJMC Financial
Services Ltd. i.e. in the ratio of 1 : 1
Price Earnings Ratio 114.31 14.84 3.57%
8. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
The average annual increase for employees was around 10%, whereas,
managerial remuneration was not increased during the course of the
year.
9. Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
(in Rs.000")
Mr. Rajnesh Mr. Girish Mr. Lokesh Hemant
Jain Jain Ranawat Soni
(Whole time (Whole time (Chief (Company
Director upto Director) Financial Secretary)
11.08.2014) Officer
Remuneration
in FY-15 1104.70 2095.92 783.07 1033.08
Revenue 27300.00
Remuneration as
% of revenue 4.05% 7.68% 2.87% 3.78%
Profit before Tax
(PBT) 2334.00
Remuneration
(as % of PBT) 47.33% 89.80% 33.55% 44.26%
10. The key parameters for any variable component of remuneration
availed by the directors: None
11. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year: None
12. 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.
13. 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.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company earned of Rs. 37.00 Lacs in foreign currency in the current
financial year as compared to Rs. 37.79 Lacs in the previous financial
year and incurred expenditure of Rs. Nil in the current year as compared
to Rs. Nil in the previous year.
INSURANCE
The Company's fixed assets as well as current assets have been
adequately insured.
RISK MANAGEMENT
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.
The development and implementation of risk management policy has been
covered in the management discussion and analysis Report, which forms
part of this report
WHOLE TIME DIRECTOR & CFO CERTIFICATION
Certificate from Mr. Girish Jain, Whole Time Director and Mr. Lokesh
Ranawat, Chief Financial Officer, pursuant to provisions of Clause
49(V) of the Listing Agreement, for the year under review was placed
before the Board of Directors of the Company at its meeting held on
27th May, 2015.
ACKNOWLEDGMENTS
The Directors wish to place on record their appreciation of the
contribution made by the executives and employees at all levels for
their dedication and commitment to the Company throughout the year.
Your Directors also appreciate with gratitude the continuous support
of the Bankers, Clients and the Company's Shareholders.
For and on behalf of the Board of Directors
I. C. JAIN
Place: Mumbai CHAIRMAN
Date: 27th May, 2015 |