Dear Shareholders,
Your directors have pleasure in presenting the 41 Annual Report on the
business and operations of your company along with the Audited Financial Statements for
the year ended 31st March 2024. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March, 2024.
Particulars |
202 3 24 |
202 2-23 |
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
Revenue from operations |
746.41 |
380.925 |
Other Income |
0.34 |
1.369 |
Total Income |
746.75 |
382.294 |
Total Expenses |
360.99 |
283.928 |
Profit/(Loss) before tax |
385.76 |
98.366 |
Exceptional Item |
0 |
0 |
Tax Expenses: |
|
|
Current Tax |
96.30 |
0 |
Deferred tax |
-1.47 |
0.642 |
Profit / (Loss) carried to Balance sheet |
213.78 |
83.111 |
BUSINESS PERFORMANCE:
The Company during the year has achieved a turnover of Rs. 746.41 Lakhs as compared to
a turnover of Rs. 380.925 Lakhs in the previous year. The Company has incurred net profit
of Rs. 213.78 Lakhs as compared to the profit of Rs. 83.111 Lakhs in the previous year.
Your directors are continuously taking all the efforts to improve the existing business.
SHARE CAPITAL:
The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 12,40,00,000/- No
additions and alterations to the capital were made during the financial year 2023-2024.
DIVIDEND:
The Board of Directors wish to conserve the profit for future development and expansion
and hence have not recommended any dividend for the financial year 2023-24.
DEPOSITS FROM PUBLIC:
During the period under review, your Company has neither accepted nor renewed any
deposits within the meaning of provisions of Chapter V Acceptance of Deposits by Companies
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 ie.
Public deposits
Deposits accepted during the year (Renewal) |
. Nil |
Deposits remained unpaid or unclaimed as at the end of the year |
. Nil |
|
|
Amount |
|
Default in repayment of deposits or payment of interest thereon during
the year, if any (indicate no. of cases) |
At the beginning the year |
Maximum : of : during the year |
At the end of the year |
|
|
Nil |
|
Deposits which are not in compliance with the requirements of Chapter
V of the Act |
|
Nil |
|
The Company is a Non-Deposit Accepting NBFC registered with RBI and accepts funds via
Subordinated Debt, subject to applicable laws. As 31.03.2024, the company has total
outstanding subordinated debt of Rs.10,35,70,000.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
The loan made, guarantee given, or security provided in the ordinary course of business
by an NBFC registered with the Reserve Bank of India are exempted from the applicability
of the provisions of Section 186 of the Companies Act, 2013. The details of loans given by
the company are mentioned in Note number 4. The company has not made any investment within
the meaning of 186 of the Act during the financial year 2023-24.
TRANSFER OF PROFITS TO RESERVES:
Board decided to retain the profit of Rs. 213.78 lakhs in the Retained earnings.
SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:
The Company does not have any subsidiaries, associates and joint venture companies.
DIRECTORS RESPONSIBILITIES STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Act, the Directors hereby
confirm:
e That in the Preparation of Final Accounts, the applicable Accounting Standards has
been followed along with proper explanation relating to material departures; e That they
had selected such Accounting Policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit or loss of
the Company for that period. e That they had taken proper and sufficient care for the
maintenance of adequacy Accounting Records in accordance with the provisions of the Act,
for safeguarding the Assets of the Company and for preventing and detecting fraud and
other irregularities; e That they had prepared the Annual Accounts on a Going Concern
basis. e That they laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating properly; and e That they
have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board Composition
The Board of the Company as on March 31, 2024 consists of two executive directors, four
Independent Directors and two KMPs including a Company Secretary and a Chief
Financial officer. During the financial year under review, the following changes occurred
in the Board of Directors and Key Managerial Personnel of the Company: -
? Dismissal of Ms. Ema K Pulimood from the post of CFO of the company w.e.f. 27"
July.2023 e = Mr. Ramakrishnan Areekuzhiyil, Independent Director of the company deceased
on 1 October 2023
* Mr. Disola Jose Koodaly, Promoter of the company deceased on 11" October 2023
? Appointment of Mr. Josekutty Vazhayil Easow (DIN: 10358372) as an independent
director of the company w.e.f. 20.12.2023 vide Postal Ballot Dated 11th February,2024. e?
Appointment of Mr. Justin Thomas O as chief financial officer (KMP) of the company w.e.f.
20.12.2023. e Appointment of Mr. Velayudhanpillai Harikumar (DIN: 10450411)) as additional
Director (Non-Executive
& Independent) of the Company w.e.f. 13.02.2024. e Resignation of Mr. Pradeep Kumar
Chellappan Kamalakshi (DIN: 09453783) from the post of Directorship of the Company w.e.f.
12th March 2024.
Events occurred after the end of the Financial Year:
? The appointment of Mr. Nidheesh P Anto as the Internal Auditor of the Company for the
Financial year 2024-25 w.e.f. 23rd May 2024.
Meetings of Board of Directors
The Board meets at regular intervals to discuss and decide on business strategies /
policies and review the financial performance of the Company. The Board Meetings are
pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors
well in advance to facilitate the Directors to plan their schedules.
Meeting |
No. of Meetings during the Financial Year 2022-23 |
Date of the Meeting |
Board Meeting |
7 |
20.05.2023,27.07.2023, 14.08.2023,30. 10.2023, 20.12.2023,
13.02.2024 07.03.2024. |
Audit Committee |
4 |
20.05.2023, 14.08.2023 30.10.2023, 13.02.2024 |
Nomination & Remuneration Committee |
4 |
27.07.2023 ,30.10.2023, 20.12.2023, 13.02.2024 |
Stakeholders Relationship Committee |
1 |
14.08.2023 |
Independent Directors Meeting |
1 |
12.02.2024 |
The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and
Obligations Requirements) Regulations, 2015.
BOARD EVALUATION:
Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was
prepared after taking into consideration of the various aspects of the Boards
functioning, the composition of the Board and its committees, culture, execution and
performance of specific duties, obligations, and governance. The board and the committee
were evaluated on various criteria as stated below:
1. Composition of the Board and Committee.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the board and committee.
4, Effective Conduct of Board and Committee Meetings.
5. Monitoring by the Board management effectiveness in implementing strategies,
managing risks and achieving the goals.
The Board also carried out the evaluation of directors and chairman based on following
criteria:
1. Attendance of meetings.
2. Understanding and knowledge of the entity.
3. Maintaining Confidentiality of board discussion.
4, Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent
Directors held a Meeting on 12" February, 2024, without the attendance of
Non-Independent Directors and members of the Management.
INDEPENDENT DIRECTORS DECLARATION:
All Independent Directors have given declarations that they met the Criteria of
independence laid down under Section 149 of the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations,
2015 in respect of financial year ended 31st March, 2024, which has been relied on by the
Company and placed at the Board Meeting.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has practice of conducting familiarization program of the independent
directors as detailed in the Corporate Governance Report which forms part of this Annual
Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Directors appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under the Companies Act, 2013 are covered under the Boards policy formulated by the
Company and is available on the Company website www.jmijfintechltd.com .
BOARD DIVERSITY:
The Company recognizes that building a Board of diverse and inclusive culture is
integral to its success. The Board considers that its diversity, including gender
diversity, is a vital asset to the business. The Board has adopted a Board diversity
policy which sets out the approach to diversity of the Board of Directors.
NOMINATION AND REMUNERATION POLICY
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has
framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the company. The policy also lays down the
criteria for selection and appointment of Board Members. The policy and details of
Nomination and Remuneration is available on the website of the Company at
www.jmjfintechltd.com.
In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following responsibilities:
1. The Committee had formulated the criteria for determining qualifications, positive
attributes, and independence of a director. and is available in the company website
www.jmjfintechltd.com . The Committee shall identify persons who are qualified to become
Director and persons who may be appointed in Key Managerial and Senior Management
positions in accordance with the criteria laid down in this policy.
2. Recommend to the Board, appointment, and removal of Director, KMP and Senior
Management Personnel.
3. The Board shall carry out evaluations of the performance of every Director, KMP and
Senior Management Personnel at regular intervals (yearly).
4. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval. The remuneration/ compensation/ commission etc. shall be subject to
the prior/ post approval of the shareholders of the Company and Central Government,
wherever required.
5. Increments to the existing remuneration/ compensation structure may be recommended
by the Committee to the Board which should be within the slabs approved by the
Shareholders in the case of Managerial Personnel.
6. Where any insurance is taken by the Company on behalf of its Managerial Personnel,
Chief Executive Officer, Chief Financial Officer, the Company Secretary, and any other
employees for indemnifying them against any liability, the premium paid on such insurance
shall not be treated as part of the remuneration payable to any such personnel. Provided
that if such person is proved to be guilty, the premium paid on such insurance shall be
treated as part of the remuneration.
7. The Non-Executive/ Independent Director is not paid remuneration by way of fees for
attending meetings of the Board or Committee thereof.
8. Commission to Non-Executive/ Independent Directors If proposed may be paid within
the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the
net profits of the Company computed as per the applicable provisions of the Companies Act,
2013.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a
Vigil Mechanism policy for directors and employees to report concerns about unethical
behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc.
The mechanism also provides for adequate safeguards against the victimization of employees
who avail themselves of the mechanism and also provides for direct access by the Whistle
Blower to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no
employee has been denied access to the Audit Committee. The vigil mechanism policy is also
available on the Companys website www.jmjfintechltd.com.
INTERNAL CONTROL AND ITS ADEQUACY:
The Company has formulated a Framework on Internal Financial Controls In accordance
with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate
internal control systems to monitor business processes, financial reporting and compliance
with applicable regulations and they are operating effectively.
The systems are periodically reviewed by the Audit Committee of the Board for
identification of deficiencies and necessary time-bound actions are taken to improve
efficiency at all the levels. The Committee also reviews the observations forming part of
internal auditors report, key issues and areas of improvement, significant processes
and accounting policies.
COMPOSITION OF COMMITTEES OF THE BOARD
During the year all the recommendations of the Audit Committee were accepted by the
Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit
Committee is given as under:
AUDIT COMMITTEE
CA. Sivadas Chettoor |
Chairman-Independent |
Director |
Mr. Ramakrishnan Areekkuzhiyil |
Member- Independent |
Director |
(Cessation on Olst October, 2023) |
|
|
Mr. Vazhayil Easow Josekutty |
Member- Independent |
Director |
(Appointed w.e.f. 20th December 2023) |
|
|
CA. Julie George Varghese |
Member- Independent |
Director |
NOMINATION AND REMUNERATION |
COMMITTEE |
|
Mr. Ramakrishnan Areekuzhiyil |
Chairman-Independent |
Director |
(Cessation on Olst October, 2023) |
|
|
Mr. Vazhayil Easow Josekutty |
Chairman- Independent Director |
(Appointed w.e.f. 20th December 2023) |
|
|
CA. Julie George Varghese |
Member- Independent |
Director |
Mr. Johny Madathumpady Lonappan |
Member-Chairman |
|
STAKEHOLDERS RELATIONSHIP COMMITTEE |
|
CA. Julie George Varghese |
Chairman-Independent |
Director |
Mr. Ramakrishnan Areekuzhiyil |
Member- Independent |
Director |
(Cessation on Olst October, 2023) |
|
|
Mr. Velayudhanpillai Harikumar |
Member- Additional (Independent) |
Mr. Joju Madathumpady Johny |
Member- Managing Director |
Mr. Johny Madathumpady Lonappan |
Member-Chairman |
|
Mr. Pradeep Kumar Chellappan |
Member- Independent |
Director |
(Resignation w.e.f. 12th March 2024) |
|
|
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of Conduct for the
Board Members and employees of the Company in accordance with the SEBI (Prohibition of
Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard
of Business Ethics and ensure compliance with the legal requirements of the Company.
The Code is aimed at preventing any wrong doing and promoting ethical conduct at the
Board and by employees. The Compliance Officer is responsible to ensure adherence to the
Code by all concerned. The Code lays down the standard of Conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the workplace, in business practices and in
dealing with stakeholders.
All the Board Members and the Senior Management Personnel have confirmed Compliance
with the Code.
Auditors:
STATUTORY AUDITORS:
M/s. Mahesh C Solanki & Co., re-appointed as the Statutory Auditors of the company
at the 39" Annual General Meeting held on 19" September 2022 for a period of
five consecutive years i.e., till the conclusion of 44" AGM.
COMMENT ON STATUTORY AUDITORS REPORT:
There are no qualifications, reservations, remarks or disclaimers made by M/s. Mahesh C
Solanki & Co., Statutory Auditor in their audit report
COST AUDITOR:
Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under
the purview of Cost Audit.
SECRETARIAL AUDITOR:
Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s.
Lakshmmi Subramanian & Associates, Practicing Company Secretaries (CP No.1087, FCS:
3534) was appointed to conduct secretarial audit for the financial year 2023-2024.
The Secretarial Audit Report as received from the Secretarial Auditor is annexed to
this report as Annexure I.
COMMENTS/ OBSERVATIONS/ QUALIFICATIONS OF SECRETARIAL AUDIT REPORT:
The comments/ observations/ qualifications of Secretarial Auditor and the reply of the
management on the same are as follows:
Comments of Secretarial Auditor (a): Pursuant to appointment of Mr. Velayudhanpillai
Harikumar (DIN:
10450411) as an Additional director (Independent category), the company has not
regularized the appointment within a time period of three months in accordance with 17(1C)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Reply of Management: The Board observed that the company had the required number of
Independent Directors as mandated by various Acts, Rules, and Regulations prior to the
appointment period of Mr. Velayudhanpillai Harikumar (DIN: 10450411) as an Additional
Director (Independent). However, in its commitment to maintaining an impartial Board, he
was appointed as an Additional Director (Independent). The Board reviewed the delay in his
regularization within the three-month period, which is being addressed at the 41st Annual
General Meeting of the company. Recognizing this as an unintentional error, the Board has
directed the responsible officials to take the necessary actions to prevent such
occurrences in the future.
Comments of Secretarial Auditor (b) The vacancy in the office of Chief Financial
Officer was filled by appointing Mr. Justin Thomas with effect from December 12, 2023.
However, the disclosure pertaining to the above did not outline the mode of appointment
(Boad meeting). Further, the vacancy was filled beyond a period of three months, thus
delay of nearly 5 months.
Reply of Management: The Board noted that the company has an appropriate succession
plan in place. However, in this particular case, a delay occurred because the former Chief
Financial Officer was unexpectedly terminated from service, necessitating the search for a
suitable replacement. The Board acknowledged that the delay in filling the vacancy was due
to the unavailability of an eligible candidate and was not intentional. The Board also
instructed the concerned departments to ensure such situations are handled more
efficiently in the future.
Comments of Secretarial Auditor (c) There was a delay of two days in disclosing the
Related Party Transactions under Regulation 23 of SEBI LODR for the half year ended March
31, 2023 and one day delay for half year ended September 30, 2023.
Reply of Management: The Board has acknowledged the matter, which was unintentional and
resulted from technical issues during the filmg process and communication errors between
departments. The Board has instructed the relevant officials to implement measures to
prevent such occurrences in the future and to take necessary steps to enhance
interdepartmental communication.
INTERNAL AUDITORS:
M/s TAS & CO, Chartered Accountants, are the Independent Internal Auditors of the
Company. The Audit Committee determines the scope of internal Audit line with regulatory
and business requirements. The company has appointed M/s TAS & Co, Chartered
Accountants LLP as the internal auditor for the financial year 2022-23 & 2023-24.
Mr.Nidheesh P Anto was appointed as the Internal Auditor of the Company w.e.f. 23"
May 2024 for the financial year 2024-25.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor
has reported to the Audit Committee under Section 143 of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Boards Report.
RISK MANAGEMENT POLICY:
The risk management is overseen by the Audit Committee of the Company on a continuous
basis. Major risks, if any, identified by the by the business and functions are
systematically addressed through mitigating action on a continuous basis. The risk
management policy is available in the Company website www.jmjfintechltd.com .
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
During the financial year 2023-24, the Company had not entered into any material
transactions with related parties under Section 188 of the Companies Act, 2013. However,
the Policy on Related Party Transaction is available on the Companys website
www.jmifintechltd.com .
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not having profits more than Rs 5 Crores in year 2023-24 or net worth
more than Rs 500 Crores or turnover of more than Rs. 1000 Crores in the previous financial
year and therefore Constituting of a CSR Committee and its Compliance in accordance with
the provisions of Section 135 of the Companies Act, does not arise.
ANNUAL RETURN:
The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with
the Companies (Management and Administration) Rules, 2014, is available on companys
website and can be accessed www.jmjfintechltd.com .
DISCLOSURES OF SHARES HELD BY PROMOTERS IN DEMAT FORM: The promoters of the Company
hold hundred percent shares in demat form. DISCLOSURE REQUIREMENTS:
As per SEBI Listing Regulations, the Corporate Governance Report with the
Auditors Certificate thereon, and the Management Discussion and Analysis Report are
attached, which forms part of this report. The Company has devised proper systems to
ensure compliance with the provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India and is of the view that such systems are
adequate and operating effectively.
SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and is of the view that such systems are adequate and operating effectively.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:
Training on all sectors is given to its employees periodically and motivated to work in
line with the development of the industry. The willingness and commitment of the employees
help the company to stand tall among its customer in quality and service.
BOARD POLICIES:
The Company has all the required board approved policies as per the Companies Act, 2013
and SEBI (LODR) Regulations, 2015 and RBI guidelines which are placed on the website of
the Company.
POLICY ON INSIDER TRADING:
On December 31, 2018, the Securities and Exchange Board of India amended the
Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements
with effect from 1 April 2019. In line with the amendments, your Company has adopted
an amended Code of Conduct to regulate, monitor and report trading by Designated Persons
and their Immediate Relatives under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes
code of practices and procedures for fair disclosure of unpublished price sensitive
information which has been made available on the Companys website
www.jmjfintechltd.com .
INTERNAL COMPLAINTS COMMITTEE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee (ICC) 1s in place for all works and offices of the Company to
redress complaints received regarding sexual harassment. The policy on Prohibition
Prevention & Redressal of Sexual Harassment is available on the website of the Company
at www.jmjfintechltd.com .
During the Financial Year under review, no complaints with allegation of sexual
harassment were filed with the ICC.
Internal Complaint Committee Members:
1.CS. Vidya Damodaran
2.Mrs. Deena Lesly
3.Mr. Justin Thomas O
4.Mrs. Indu Kamala Raveendran
The Committee met once in the financial year 2023-24. The Company is committed to
provide a safe and conducive work environment to its employees during the financial year.
Your directors state that during the financial year 2023- 24, there were no cases filed
pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act,
2013.
THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
? Energy Conservation: Conservation of energy continues to receive increased emphasis
and steps are being taken to reduce the consumption of energy at all levels. The Company
has taken steps to conserve energy in its office use, consequent to which energy
consumption had been minimized. Since the Company has not carried on industrial
activities, disclosure regarding impact of measures on cost of production of goods, total
energy consumption, etc, is not applicable.
? Foreign Exchange Earnings and Outgo: The Company has not earned or spent any foreign
exchange during the year under review.
? Research and Development & Technology Absorption: The Company has not done any
technology absorption for its business and hence no reporting is required to be furnished
under this heading. The Company will adopt necessary technology as and when required in
the furtherance of the business.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the year, there were no such instances of significant and material orders passed
by the Regulators, Courts or Tribunals.
MATERIAL CHANGES IN THE COMPANY:
The material changes and events during the financial year are as follows:
1. Mrs. Disola Jose Koodaly sold 1,46,180 Equity shares of the Company through off
market on 18" August 2023 and the holding after transactions stands Nil.
2. Mr. Johny M L acquired 1,46,180 Equity shares of the Company through off market on
18" August 2023 and the holding after transactions stands at 14,12,360 Equity shares.
? Alteration of the Main Object clause of Memorandum of Association of the Company.
4. Mr. Johny M L acquired 4,40,200 Equity shares of the Company through off market on
27" February 2024 and the holding after transactions stands at 18,52,560 Equity
shares.
5. Mr. Saieeth Mohammed Salim sold 4,40,200 Equity shares of the Company through off
market on 27" February 2024 and the holding after transactions stands 10,69,370.
OTHER MATERIAL EVENTS HAVE BEEN OCCURRED DURING THE PERIOD AFTER THE END OF THE
FINANCIAL YEAR AND BEFORE THE SIGNING OF REPORT ARE AS FOLLOWS;
1. Request from Mr. Sajeeth Mohammed Salim for Re-classification from Promoter
and Promoter Group of the Company to Public category under Regulation
31A of the Listing Regulations (Request) was received on 16 August,2024.
COMPLIANCE WITH RBI GUIDELINES:
The company has complied with the Master Direction Reserve Bank of India (Non-Banking
Financial Company Scale Based Regulation) Directions, 2023 and all other
guidelines/circulars/notifications issued by RBI for the year ended on 31* March 2024.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR:
There were no applications made nor any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year
MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF
THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS COVID-19
PANDEMIC:
Nil
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the year under review there was no instance of one-time settlement with any Bank
or Financial Institution.
THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE
EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF
EACH DIRECTOR AND KMP:
The information is required under Section 197 of Companies Act, 2013 read with rule
5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
forming part of Directors Report as Annexure-II
Name of the Directors |
Ratio of Remuneration of each Director to Median
Remuneration of the employees |
% Increase in Remuneration in the Financial Year 2023-2024 |
Mr. Joju Madathumpady Johny Managing Director |
31.14 |
56 |
Mr. Johny Madathumpady Lonappan Chairman |
8.91 |
300 |
Mrs. Vidya Damodaran Company Secretary |
NA |
NA |
Mr. Justin Thomas O Chief Financial Officer |
NA |
16 |
Note: Non-Executive Independent Directors were paid only sitting fees during the
Financial Year under Review. Hence, their Percentage Increase in Remuneration and ratio to
Median Remuneration is not applicable.
PARTICULARS OF EMPLOYEES:
The information is required under Section 197 (12) of Companies Act, 2013 read with
rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
in respect of employees of the Company, forms part of this report as Annexure-B.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015,
Management Discussion and Analysis Report is attached as Annexure -III.
CORPORATE GOVERNANCE REPORT
In accordance with Schedule V of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 Corporate Governance Report forms part of this Annual
Report and attached as Annexure IV.
LISTING FEES:
The Company confirms that it has paid the annual listing fees for the year 2023-24 to
the Bombay Stock Exchange.
CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:
The Register of Members and Share Transfer books of the company will be closed with
effect from 17" September, 2024 to 23" September, 2024 (both days inclusive).
ACKNOWLEDGEMENT:
We take this opportunity to express our sincere gratitude to the encouragement,
assistance, cooperation, and support given by the Central Government, State Governments,
Reserve Bank of India, Securities and Exchange Board of India, Bombay Stock Exchange and
all other regulators/authorities during the year. We also wish to convey our gratitude to
all the customers, Auditors, suppliers, dealers, and all those associated with the company
for their continued patronage during the year. We also wish to place on record our
appreciation for the hard work and unstinting efforts put in by the employees at all
levels. The directors are thankful to the esteemed stakeholders for their continued
support and the confidence reposed in the Company and its management.
CAUTIONARY STATEMENT:
The statements contained in the Boards Report and Management Discussion and
Analysis Report contain certain statements relating to the future and therefore are
looking forward within the meaning of applicable securities, laws and regulations. Various
factors such as economic conditions, changes in government regulations, tax regime, other
statues, market forces and other associated and incidental factors may however lead to
variation in actual results.
Place: Coimbatore |
For and behalf of the Board |
Date: 21.08.2024 |
Sd/- |
|
Mr. Johny Madathumpady Lonappan |
|
Chairman |
|
DIN: 00017895 |