KJMC CORPORATE ADVISORS (INDIA) LIMITED...GROUP BRANCH OFFICE New Delhi G8 & 9, Hans Bhavan, Ground...

KJMC CORPORATE ADVISORS (INDIA) LIMITED

ADVICE�MATTERS

19thAnnual Report2016 - 2017

ADVICE MATTERSKJMC CORPORATE ADVISORS (INDIA) LIMITED

BOARD OF DIRECTORS

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 LimitedUnion Bank of IndiaICICI Bank Limited

REGISTRAR & TRANSFER AGENT Bigshare Services Pvt. Ltd.,1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East) Mumbai 400059. Tel. No. 022 62638200, Fax. No. 022 62638299 E-mail id : [email protected] 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 021Tel.No.: 022-4094 5500Email : [email protected] : L67120MH1998PLC113888

19th ANNUAL GENERAL MEETING

Date : Saturday, September 23, 2017

Time : 10.00 a.m.

Venue : S. K. Somani Memorial Hall

Hindi Vidya Bhawan,

79 - Marine Drive, “F” Road,

Mumbai - 400 020

INDEX........................................................................... PAGE NO.

Notice ……………………………………………..................… 1

Directors' Report………………………………….................... 4

Management Discussion & Analysis…………….................. 12

Report on Corporate Governance……………….................. 14

Auditors' Report (Standalone)…………………….................. 18

Balance Sheet………………………………………................ 21

Profit & Loss Account………………………………................. 22

Cash Flow Statement………………………………................. 23

Notes to Financial Statement………………………................ 24

Auditors Report (Consolidated)…………………..................... 34

Consolidated Accounts…………………………….................... 36

GROUP BRANCH OFFICE New DelhiG8 & 9, Hans Bhavan, Ground Floor, 1, Bahadur Shah Zafar Marg,Near ITO Office, New Delhi - 110 002.

Jaipur41, Jai Jawan Colony ll,Tonk Road, Durgapur,Jaipur - 302 018.

CHIEF FINANCIAL OFFICER Mr. Vinit Kedia

Mr. Inderchand Jain Chairman

Mr. Girish Jain Whole Time Director

Mr. S. C. Aythora Independent Director

Mr. Nitin Kulkarni Independent Director

Mr. Rajnesh Jain Director

Mrs. Shraddha Jain Director

NOTICE OF 19TH ANNUAL GENERAL MEETING

NOTICE is hereby given that the 19th Annual General Meeting of the Members of KJMC Corporate Advisors (India) Limited (CIN: L67120MH1998PLC113888) will be held on Saturday, September 23, 2017, 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:-

ORDINARY BUSINESS: -

1. To receive, consider and adopt the Audited Financial Statement (including Audited Consolidated Financial Statement) of the Company for the Financial Year ended March 31, 2017, and the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Rajnesh Jain (DIN: 00151988), who retires by rotation and being eligible, offers himself for reappointment.

3. Ratification of Appointment of Statutory 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, (including any statutory modification(s) or re-enactment thereof for the time being in force), 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 20th AGM of the Company to be held in the year 2018 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

SPECIAL BUSINESS:-

4. Adoption of new set of Articles of Association

To consider and, if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the new set of Articles of Association of the Company, be and are hereby approved and adopted in substitution for, and to the exclusion of the existing Articles of Association of the Company;

RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.”

By Order of the Board of Directors For KJMC Corporate Advisors (India) Ltd.

Sd/-

Hemant SoniPlace: Mumbai Company SecretaryDate: August 09, 2017

NOTES:

1. The relative Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 with respect to the special business set out at item No. 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 a maximum of 50 members and holding in aggregate not more than 10% of the total Share Capital of the Company. Members holding more than 10% 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.

3. Members, Proxies and Autorised Representatives should bring the duly filled Attendance Slip enclosed herewith to attend the

meeting.

4. Corporate members intending to send their authorised representative to attend the Meeting are requested to ensure that the authorised representative carries a certified copy of the Board resolution, Power of Attorney or such other valid authorisations, authorising them to attend and vote on their behalf at the Meeting.

5. For the convenience of the Members and for proper conduct of the Meeting, entry to the place of the Meeting will be regulated by the Attendance Slip, annexed to the Proxy Form. Members/ Proxies are requested to bring the attendance slip duly filled in and to affix their signature at the place provided on the Attendance Slip and hand it over at the counters at the venue.

6. Members and Proxies attending the meeting are requested to bring the annual report to the meeting as extra copies will not be distributed.

7. In case of joint holders attending the Annual General Meeting (AGM), the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

8. Members desirous of getting any information on the Annual Accounts, at the Annual General Meeting, are requested to write to the Company at least 10 days in advance, so as to enable the Company to keep the information ready.

9. 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.

10. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 and 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.

11. The Register of Members and Share Transfer Books will remain closed from Wednesday, September 20, 2017 to Saturday, September 23, 2017 (both days inclusive) for the purpose of AGM.

12. 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).

13. Members are requested to address all correspondence to the Registrar and Share Transfer Agents, Bigshare Services Pvt. Ltd., 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East) Mumbai 400059 Tel. No. 022 62638200, Fax No. 022 62638299, Mail id: [email protected], [email protected].

14. In pursuance of Section 124 of the Companies Act 2013, dividends not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, be transferred to the Investor Education and Protection Fund. Shares on which dividend remains unclaimed for seven consecutive years will be transferred to the IEPF as per Section 124 of the Act, and the applicable rules. 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. Shareholders, who have not claimed their dividend are requested to make their claims without any delay. The details regarding unpaid and unclaimed amounts lying with company are available on the website under “Investor Center” section on the Website of the Company viz. www.kjmc.com.

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19TH ANNUAL REPORT 2016-2017

(i) Information of Mr. Rajnesh Jain

Directorships / Committee Membership of Mr. Rajnesh Jain in the other Companies:

2

15. The Annual Report 2016-17, the Notice of the 19th AGM and instructions for e-voting, along with the attendance slip and proxy form, are being sent by electronic mode to members whose email addresses are registered with the Company/depository participant(s), unless a member has requested for a physical copy of the documents. For members who have not registered their email addresses, physical copies are being sent by the permitted mode.

16. 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., / Depository participants.

17. Members may also note that the Notice of the 19th AGM, Attendance Slip, Proxy Form, Route Map, Ballot paper and the Annual Report, 2016-2017 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].

18. 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/ Registrar and Share Transfer Agents of the Company.

19. 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.

20. The Company has appointed M/s S. S. Rauthan & Associates, a firm of 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.

21. 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.

22. 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.

23. Subject to the receipt of sufficient votes, the resolution shall be deemed to be passed at the 19th Annual General Meeting of the Company scheduled to be held on Saturday, September 23, 2017. 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 19th Annual General Meeting of the Company and shall also be communicated to the stock exchanges.

24. 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 appointment/re-appointment.


Name & Designation

Director Identification Number (DIN)

Date of Birth

Qualifications

Expertise in specific functional area

Director of the Company since

Number of Shares held in the Company as on March 31, 2017

Disclosure of relationships between directors inter-se

Mr. Rajnesh Jain, Director

00151988

January 31, 1967

B. Com, FCA

He is having vast experience in Corporate Finance, Financial Services, Merchant Banking, Capital Market and fund and non fund based activities.

November 01, 2007.

100518

Sr.No.

Name & Designation of Director

Relationship

1. Mr. Inderchand Jain,Director

Father of Mr. Rajnesh Jain

2. Mr. Girish Jain, Whole Time Director

Borther of Mr. Rajnesh Jain

3. Mrs. Director

ShraddhaJain Spouse

Name of the Company Committee Chairmanship / Membership(Directorship)

KJMC Financial Member - Share Transfer andServices Limited stakeholders Relationship Committee.(Listed Company)

Member – Credit & Investment Committee.

KJMC Capital Market Member - Audit CommitteeServices Limited

Member – Nomination & Remuneration Committee.

KJMC Asset –Management Company Limited

KJMC Credit – Marketing Limited

KJMC Trading & –Agency Limited

KJMC Commodities – Market India Limited

KJMC Realty Private –Limited

KJMC e.Business –Ventures Pvt. Ltd

Prathamesh – Enterprises Pvt. Limited

Graham Firth Steel – Products (India) Limited

(viii) After entering these details appropriately, click on “SUBMIT”.

(ix) Members holding shares in physical form will then directly reach 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.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the “KJMC Corporate Advisors (India) Limited” on which you choose to vote.

(xii) 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.

(xiii) Click on the “RESOLUTION FILE LINK” if you wish to view the entire Resolution details.

(xiv) 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.

(xv) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the login password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting 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. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xix) Note for Non – Individual Shareholders and Custodians:

• 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.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.

• 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 helpdesk.evoting @cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (i) to sl. no. (xix) above to cast vote.

25. The route map showing directions to reach the venue of the 19th AGM is annexed.

26. 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 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), 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 , through e-voting services provided by CDSL. Shareholders who have already voted prior to the date of AGM would not be entitled to vote at the meeting venue.

The procedure and instructions for remote e-voting are as under:-

(i) The remote e-voting period begins from September 18, 2017 (09:00 a.m.) and ends on September 22, 2017 (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 16, 2017, may cast their vote electronically. E-voting rights cannot be exercised by a proxy, though corporate and the institutional shareholders shall be entitled to vote through their authorized representatives with proof of their authorization. The remote e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Log on to the e-voting website www.evotingindia.com

(iii) Now click on “Shareholders” tab.

(iv) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) 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.

(vii) If you are a first time user follow the steps given below:

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For members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

· 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 sequence 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.

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).

PAN

DividendBank DetailsOR Date of Birth (DOB)


(B) The voting period begins on September 18, 2017 (09:00 a.m.) and ends on September 22, 2017 (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 16, 2017, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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].


Sd/-


EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

The existing Articles of Association are in line with the erstwhile Companies Act 1956, which are thus no longer in full conformity with the Companies Act, 2013 ('New Act'). Upon enactment of the New Act, the existing Articles of Association of the Company need to be re-aligned as per the provisions of the New Act. Given this position, it is considered expedient to wholly replace the existing Articles of Association by a new set of Articles.

The Board of Directors at its meeting held on August 09, 2017 decided to adopt a new set of Articles of Association in place of and in exclusion to the existing Articles of Association of the Company. Pursuant to Section 14 of the Companies Act, 2013, the consent of the members of the Company by way of a Special Resolution is required for adoption of a new set of Articles of Association of the Company. Accordingly, special resolution has been placed before the members for approval.

An altered copy of Articles of Association of the Company will be available for inspection by the Members at the Registered Office of the company during the office hours on all working days and also on the Company's website, www.kjmc.com.

None of the Directors are, directly or indirectly concerned or interested in the said Resolution.


Sd/-


4


DIRECTORS’ REPORTTo the Members,

We have pleasure in presenting the 19th Annual Report of the KJMC Corporate Advisors (India) Limited (The Company or KCAL) along with the audited financial statements for the financial year ended March 31, 2017. The consolidated performance of the Company and its subsidiaries have been referred to wherever required.

FINANCIAL RESULTS

The Summarised Financial Results of the Company for the Financial Year ended March 31, 2017:

PERFORMANCE REVIEW

On Standalone Basis, the Company has earned the total revenue of ̀ 284.14 Lakhs as against ` 228.62 Lakhs in the previous year. The total expenditure during the year is ` 279.76 Lakhs as against ` 224.55 Lakhs in the previous year. The net profit for the year under review is ̀ 5.25 Lakhs as against ̀ 4.03 Lakhs in the previous year.

On Consolidated Basis, the Company has earned the total revenue of ` 675.44 Lakhs as against ` 542.85 Lakhs in the previous year. The total expenditure during the year is ̀ 653.68 Lakhs as against ̀ 530.64 Lakhs in the previous year. The net profit for the year under review is ` 34.02 Lakhs as against ̀ 30.88 Lakhs in the previous year.

Financial Performance of the subsidiary companies and associate company

The Financial performance of the subsidiary companies and associate company are as under:

Standalone Consolidated Year Year Year YearParticulars Ended Ended Ended Ended March 31, March 31, March 31, March 31, 2017 2016 2017 2016

FINANCIAL RESULTS

Revenue from operation 27,305 21,101 62,812 49,450

Other Income 1,109 1,761 4,732 4,835

Total Revenue 28,414 22,862 67,544 54,285

Total Expenses 27,976 22,455 65,368 53,064

Profit before Tax 438 407 2,176 1,221

Less: Provision for Tax

- Current Tax 18 Nil 192 7

- Deferred Tax (87) 4 (47) (449)

- MAT Credit (18) Nil (192) (7)

- Prior period taxes Nil Nil Nil (9)

Profit/(loss) after tax 525 403 2,223 1,679

Share in Associates' profit/(Loss) NA NA 1,179 1,409

Profit/(loss) for the year 525 403 3,402 3,088

APPROPRIATIONS

Profit/(loss) for the year 525 403 3,402 3,088

Add: Balance brought forward from previous year 32,539 32,136 61,414 58,326

Amount available for appropriations 33,064 32,539 64,816 61,414

Less:Appropriations Nil Nil Nil Nil

Special Reserve Nil Nil Nil Nil

General Reserve Nil Nil Nil Nil

Balance carried to Balance Sheet 33,064 32,539 64,816 61,414

EPS

-Basic 0.17 0.13 1.08 0.98

-Diluted 0.17 0.13 1.08 0.98

(` in “000”)

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Subsidiary Companies:

(i) KJMC Capital Market Services Limited: It earned gross income of ` 349.24 Lakhs as against ̀ 292.84 Lakhs in the previous year. The total expenditure during the year under review was ` 342.85 Lakhs as against ̀ 284.88 Lakhs in the previous year. The net profit after tax was ` 6.12 Lakhs as against ̀ 8.67 Lakhs in the previous year.

(ii) KJMC Credit Marketing Limited: It earned gross income of ̀ 8.79 Lakhs as against ` 11.64 Lakhs in the previous year. The total expenditure during the year under review was ` 14.70 Lakhs as against ` 11.54 Lakhs in the previous year. The net loss for the year under review was ̀ 6.03 Lakhs as against the net profit of ̀ 3.92 Lakhs in the previous year.

(iii) KJMC Commodities Market India Limited: It earned gross income of ` 4.98 Lakhs as against ` 4.53 Lakhs in the previous year. The total expenditure during the year under review was ` 3.95 Lakhs as against ` 3.83 Lakhs in the previous year. The net profit after tax was ` 1.03 Lakhs as against ̀ 0.70 Lakhs in the previous year.

(iv) KJMC Shares and Securities Limited: It earned gross income of ̀ 44.90 Lakhs as against ` 24.41 Lakhs in the previous year. The total expenditure during the year under review was ̀ 29.01 Lakhs as against ` 25.03 Lakhs in the previous year. The net profit after tax was ` 15.89 Lakhs as against net loss of ̀ 0.62 Lakhs in the previous year.

Associate Company

(i) KJMC Financial Services Limited: It earned gross income of ` 282.88 Lakhs as against ` 224.76 Lakhs in the previous year. The total expenditure during the year under review was ` 252.49 Lakhs as against ̀ 163.09 Lakhs in the previous year. The net profit after tax was ` 42.25 Lakhs as against ̀ 63.12 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.

TRANSFER TO RESERVES

The Company proposes to retain the entire amount of ` 330.64 Lakhs in the profit and loss account.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 in form MGT -9 for the financial year under review is annexed and forms part of this report.

NUMBER OF MEETINGS

a. Board Meeting

The Board of Directors met Four (4) 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 the annual report.

b. Audit Committee

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 the annual report.

c. Nomination and Remuneration Committee

During the year, Two (2) Nomination and Remuneration Committee Meetings 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 the annual report.

d. Share Transfer and Stakeholders Relationship Committee

During the year, Two (2) 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, which forms part of this report.

e. Credit and Investment Committee

During the year, Two (2) 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, which forms part of this report.

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

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual financial statements for the year ended March 31, 2017, 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. 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;

d. they have prepared the annual accounts for the financial year ended March 31, 2017 on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of the annual report.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report and secretarial auditors' report do not contain any qualifications, reservations, or adverse remarks. Report of the secretarial auditor is given as an annexure to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees and investments have been disclosed in the financial statements, which forms part of the annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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

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

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and on the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is engaged in the business of Merchant Banking Services, the details required under Section 134 of the Companies Act, 2013 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.

The total Foreign Exchange Inflow was ` 8.50 Lakhs and Outflow was ` 3.08 Lakhs during the year under review.

RISK MANAGEMENT

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

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.


6


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

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

In a separate meeting of Independent Directors, performance of non independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The directors expressed satisfaction with the evaluation process.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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. Rajnesh Jain, Director of the Company is liable to retire by rotation at this Annual General Meeting and being eligible, offer himself for reappointment.

Pursuant to the provisions of Section 149 of the Act, Mr. Nitin Kulkarni and Mr. Sureshchandra Aythora were appointed as independent directors at the annual general meeting of the Company held on September 27, 2014. They have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as an independent director during the year.

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 March 31, 2017.

SUBSIDIARIES AND ASSOCIATE COMPANIES

During the reporting period, the 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, within the meaning of Section 2(87) of the Companies Act, 2013 (“Act”) and One (1) Associate Company namely KJMC Financial Services Limited within the meaning of Section 2(6) of the Act and AS-23. There has been no change in the number of subsidiaries and Associate Company or in the nature of business during the year under review.

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 Annual 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.

LEGAL UPDATES

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 ̀ 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.

A) Due fees and pre award interest

(a) Principal sum (after deducting The advance of ` 1 Crore already received) ` 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 ) ` 1,80,22,500/-

(c) Total ( a + b ) ` 3,82,72,500/-

B) Costs ` 62,65,279/-

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. 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 Hon'ble 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.

Respondent had filed Petition under Section 37 of the Arbitration & Conciliation Act, 1996 before the Hon'ble Division Bench of Delhi High Court challenging the decision given by the Hon'ble Single Bench of Delhi High Court. The Hon'ble Division Bench has dismissed the Petition filed by respondent under Section 37 of the Arbitration & Conciliation Act, 1996, due to delay in filing the Petition by 86 days.

The Respondent has filed Special Leave Petition (SLP) before the Hon'ble Supreme Court to set aside the said order with the direction to the Hon'ble Division Bench of Delhi High court to hear the matter on merit.

Your Company had filed an application under section 36 of Arbitration and Conciliation Act, 1999 for execution of Arbitral Award before the Hon'ble Delhi High Court and the said application was admitted by the Hon'ble Delhi High Court and respondent was directed to deposit Rs. 6,59,15,913/- in court and also given liberty to the Company to withdraw the said amount by depositing Bank Guarantee of equivalent amount. Hence the Company has given the bank guarantee and has withdrawn the said amount from the Court. ADEQUACY OF INTERNAL CONTROLThe details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.PARTICULARS OF EMPLOYEESThe 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) the ratio of the remuneration of each director to the median

remuneration of the employees of the company for the financial year; Non-executive directors Ratio to median remuneration Mr. Inderchand Jain 0.02 Mr. S.C. Aythora 0.02 Mr. Nitin Kulkarni 0.02 Mrs. Shraddha Jain 0.01 Mr. Rajnesh Jain 0.01 Executive Directors Mr. Girish Jain 2.82 The median remuneration is calculated based on the salary paid during

the financial year to employees on payroll as on March 31, 2017.(ii) The percentage increase in remuneration of each Director, Chief

Financial Officer, Company Secretary, if any, in the financial year; Name Designation % increase in remuneration in the financial year i.e. 2016-17 Mr. Inderchand Jain Non Executive Director - Mr. S.C. Aythora Independent Director - Mr. Nitin Kulkarni Independent Director - Mr. Rajnesh Jain Non Executive Director - Mr. Girish Jain Whole Time Director 65% Mrs. Shraddha Jain Non Executive Director - Mr. Hemant Soni Company Secretary 10% Mr. Vinit Kedia Chief Financial Officer 10%(iii) The percentage increase in the median remuneration of

employees in the financial year: 76%(iv) The number of permanent employees on the rolls of Company as

on March 31, 2017: 6 (Six) (v) Average percentile increase already made in the salaries of

employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees other than managerial personnel in the financial year 2016-2017 was around 12%. However, during the financial year 2016-17 there has been an increase in the payment of perquisite and allowances to Whole Time Director not exceeding the limit laid down in section II of part II of Schedule V of the Companies Act, 2013 and as per the special resolution passed at the AGM held on September 10, 2016 due to which managerial remuneration was increase by 65%.

The increments given to employees are based on their potential, performance and contribution which is also benchmarked against applicable industry norms.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

7

(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.

AUDITORSa. Statutory Auditor In accordance with Section 139 of the Companies Act, 2013 and the

rules made there under, M/s. K. S. Aiyar & Co., Charted Accountants, Mumbai, the has been appointed as the Statutory Auditors of the Company in the Annual General Meeting held on September 27, 2014 for a consecutive term of five years (subject to ratification of their appointment at every AGM). Their continuance of appointment is to be ratified in the ensuing Annual General Meeting of the Company.

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.

b. Internal Auditor Pursuant to the provisions of Section 138 of the Companies Act, 2013

read with Companies (Accounts) Rules, 2014, the Company has appointed M/s. Batliboi & Purohit, Chartered Accountants, as an internal auditor of the Company.

c. Secretarial Auditor Pursuant to the provisions of Section 204 of the Companies Act, 2013

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

WHISTLE BLOWER/VIGIL MECHANISM:The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company.SHARE CAPITALDuring the reporting period, the Company has not issued any shares. However the Paid-up Equity Share Capital as on March 31, 2017 was ` 3,13,64,400/- comprising of 31,36,440 Equity Shares of ̀ 10/- each. CORPORATE GOVERNANCEPursuant 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, 2017. However, to maintain highest standards of Corporate Governance, a separate section on Corporate Governance, is annexed and forms part of this report.MANAGEMENT DISCUSSION AND ANALYSISA report on the Management Discussion and Analysis for the financial year under review is annexed and forms part of this report.LISTING OF SHARESThe 31,36,440 Equity Shares of the Company are listed on BSE Limited. The annual listing fee for the financial year 2017-18 has been paid to BSE Limited (BSE).INSURANCEThe Company's assets have been adequately insured.WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATIONCertificate 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, 2017 was placed before the Board of Directors of the Company at its meeting held on May 27, 2017.ACKNOWLEDGMENTSThe Directors wish to place on record their appreciation for their sincere support from its members, banks and other Statutory and Regulatory Authorities. The Board of Directors also appreciates for the continuous with gratitude the contribution made by the executives and employees at all levels for their dedication and commitment to the Company throughout the year.

For and on behalf of the Board of DirectorsSd/-

Inderchand JainPlace: Mumbai ChairmanDate: August 09, 2017

FORM AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries & associate Companies

Part “A”: SUBSIDIARIES(` in '000”)

Sr. No. 1 2 3 4

Name of the KJMC Shares KJMC Credit KJMC KJMC subsidiary and Securities Marketing Capital Commodities Limited Limited Market India Limited Services Market Limited

The date since when 30-11-1998 29-03-2011 09-09- 08-09-2011 subsidiary was 2011 acquired

Reporting period for Same as Same as Same as Same as the subsidiary holding holding holding holding concerned, if different company (i.e. company company company from the holding 1st April to (i.e. 1st April (i.e. 1st (i.e.1st April company’s reporting 31st March) to 31st April to 31 to 31st period March) st March) March)

Reporting currency INR INR INR INR and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

Share capital 30020 500 100000 4500

Reserves & surplus 308 5515 33470 (1388)

Total assets 30601 11178 138038 3156

Total Liabilities 273 5163 4568 44

Investments 12573 Nil 44744 Nil

Turnover 3030 210 32058 159

Profit before taxation 1589 (591) 639 103

Provision for taxation Nil 12 27 Nil

Profit after taxation 1589 (603) 612 103

Proposed Dividend Nil Nil Nil Nil

Extent of shareholding 100% 100% 100% 100% (in percentage)

PART “B”: ASSOCIATES

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Company.

(` in '000”)

Name of Associates KJMC Financial Services Limited

1. Latest audited Balance 31-03-2017 Sheet Date

2. Date on which the Associate 27-05-2015 was associated or acquired

3. Shares of Associate held by Shares Shares Held Total Shares the company on the year end Held by by WOS** of Holding KCAL* KCAL

No. 9,50,000 2,45,000 11,95,000

Amount of Investment in 19,500 6,125 25,625

Associates (` in ‘000’) 19.85% 5.12% 24.97%

4. 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.

5. Reason why the associate is not consolidated NA

6. Networth attributable to Shareholding as per latest audited Balance Sheet 37,709

7. Profit / Loss for the year

i. Considered in Consolidation 1,179

ii. Not Considered in Consolidation -


Jain, Mr. 29, 2014 29, 2014 Girish Jain for premises thereby and Mr. admeasuring demanding Inderchand approx 150 payment of Jain, sq.ft bearing `15 lakhs Directors of office no. 162, as security the Company Atlanta, 16th deposit holding floor, Nariman against the more than 2% Point, Mumbai - leased of its paid up 400021. premises. share capital.

4. Khandelwal Rendering – Rendering 10.08.2016 - Jain & Co. Professional Professional Chartered Services services i.e. Accountant., regarding Firm in which Merger and Director & Amalgamation relative of for a Directors is a consideration partner. of ` 10 Lakhs.

5. KJMC Purchase of -- Purchase of 11.11.2016 - Financial Equity shares 200 equity Services of KJMC Realty shares of Limited Pvt Ltd from ` 4,700 per Mr. Rajnesh KJMC share Jain, Mr. Financial aggregating Girish Jain Services to ` 9.40 Lakhs and Mr. Limited with Inderchand the delegation Jain, Directors of power to holding more Credit & than 2% of Investment its paid up committee to share capital. deal with the transaction.

For and on behalf of the Board of DirectorsKJMC Corporate Advisers (India) Limited

Sd/- Inderchand Jain

Chairman Place: Mumbai Date: August 09, 2017

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on March 31, 2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L67120MH1998PLC113888

ii. Registration Date 09.03.1998

iii. Name of the Company KJMC Corporate Advisors (India) Limited

iv. Category /Sub-Category Public Company limited by sharesof the Company

v. Address of the Registered 162, Atlanta, 16th Floor, Nariman Point,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 Bigshare Services Pvt. Ltd.details of Registrar and 1st Floor, Bharat Tin Works Building, Transfer Agent, if any Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East) Mumbai 400059. Tel. No. 022 62638200 Fax. No. 022 62638299 E-mail id : [email protected]

8


* KCAL: KJMC Corporate Advisors (India) Limited**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 Girish Jain Jain

Chairman Whole Time Director

DIN No: DIN: 00178901 00151673

Sachin A Negandhi

Partner Vinit Kedia Hemant Soni

Membership No. 112888 Chief Company Financial Secretary Officer

Place: Mumbai Place: Mumbai

Dated : May 27, 2017 Dated : May 27, 2017

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)

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. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis:

Sr. Name(s) of Nature of Duration of Salient terms Date(s) of Amount No. the related contracts/ the contracts/ of the approval by paid as party and arrangements arrangements contracts or the Board, advances, nature of /transactions / transactions arrangements if any if any relationship or transactions including the value, if any

1. KJMC Capital Leave and For a period of Monthly Lease 19.05.2016 Security Market License 5 (Five) years rent of Deposit of Services Agreement for from June 01, ` 40,000/- per ` 20 Limited. taking part of 2016 month and Lakhs Wholly owned the Premises Security Deposit Subsidiary. admeasuring of ` 20 Lakhs approx 200 against the sq. ft. bearing leased office No. 168, premises. Atlanta, 16th Floor, Nariman point, Mumbai on a leave and license basis

2. Puja Trades & Leave and For a period Monthly Lease 19.05.2016 Security Investments License of 5 (Five) rent of Deposit Pvt. Ltd. Agreement years from ` 40,000/- of Mrs. Shra- for taking June 01, 2016. per month ` 20 Lakhs ddha Jain, part of the and Security Director is Premises Deposit of also Director admeasuring ` 20 Lakhs and Member approx 200 against the of Puja sq ft bearing leased Trades & office No.161, premises. Investments Atlanta, 16th Pvt. Ltd. Floor, Nariman Point. Mumbai on a leave and license basis.

3. KJMC Amendment to Period from Amendment 19.05.2016 Security Financial Leave and May 29, 2014 to Leave and Deposit of Services License to May License ` 15 Limited. Agreement 28, 2024. Agreement Lakhs Mr. Rajnesh dated May dated May

9

II. 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 Description of NIC Code of the % to total turnover No. main products/services Product/service of the company

1 Merchant Banking Services 99712000 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and Address CIN/GLN Holding/ % of Applicable No of the Company Subsidiary of shares Section the Company

1 KJMC Capital U64990MH1994PLC077388 Subsidiary 100 2(87)Market Services Limited

2 KJMC Shares and U67120MH1996PLC217037 Subsidiary 100 2(87)Securities Limited

3 KJMC Credit U65910MH1996PLC217682 Subsidiary 100 2(87)Marketing Limited

4 KJMC Commodities U51909MH2009PLC189905 Subsidiary 100 2(87)Market India Limited

5 KJMC Financial L99999MH1988PLC047873 Associate 19.85* 2(6),Services Limited AS-18

*KJMC Corporate Advisors (India) Limited holds 19.85% and KJMC Share and Securities Ltd, a Wholly Owned Subsidiary, holds 5.12% 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 No.of Shares held at the beginning No. of Shares held at the end of % Shareholders of the year i.e. 01.04.2016 the year i.e. 31.03.2017 Change during the year

Demat Physical Total Total % Demat Physical Total Total % of of Shares Shares

A. Promoters

(1) Indian

a) Individual/HUF 1672994 - 1672994 53.34 1672994 - 1672994 53.34 0.00

b) Central Govt - - - - - - - -

c) State Govt (s) - - - - - - - -

d) Bodies Corp. - - - -

e) Banks / FI - - - - - - - -

f) Any Other - - - - - - - -

Sub-total 1672994 - 1672994 53.34 1672994 - 1672994 53.34 0.00

(2) Foreign - - - - - - - -

a) NRIs - Individuals - - - - - - - -

b) Other - Individuals - - - - - - - -

c) Bodies Corp. - - - - - - - -

d) Banks / FI - - - - - - - -

e) Any Other… . - - - - - - - -

Sub-total (A) (2):- - - - - - - - -

Total shareholding 1672994 - 1672994 53.34 1672994 - 1672994 53.34 0.00 of Promoter (A) = (A)(1)+(A)(2)

B. Public Shareholding

1. Institutions

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 - - - - - - - -

g) Foreign Venture Capital Funds - - - - - - - -

h) Others (specify) - - - - - - - -

Sub-total (B)(1):- - 72450 72450 2.31 - 72450 72450 2.31 0.00

2.Non-Institutions

a) Bodies Corp. 532748 20750 553498 17.65 549765 20750 570515 18.19 0.54

b) Individuals I) Individual 300736 218517 519253 16.56 277253 217467 494720 15.77 (0.79) shareholders holding nominal share capital upto Rs. 2 lakh

ii) Individual 317035 - 317035 10.11 273008 -- 273008 8.70 (1.41) shareholders holding nominal share capital in excess of Rs 2 lakh

c) Others - - - - - - - - - (specify)

i) Non Resident 610 - 610 0.02 610 - 610 0.02 0.00 Indians

ii) Clearing - - - - 51543 - 51543 1.64 1.64 Members

iii) Directors & 350 250 600 0.02 350 250 600 0.02 0.00 their Relatives & Friends

Sub-total 1151479 239517 1390996 44.35 1152529 238467 1390996 44.35 0.00 (B)(2):-

Total Public 1151479 311967 1463446 46.66 1152529 310917 1463446 46.66 0.00 Shareholding (B)=(B)(1)+ (B)(2)

C. Shares held - - - - - - - - - by Custodian for GDRs & ADRs

Grand Total 2824473 311967 3136440 100 2825523 310917 3136440 100 0.00 (A+B+C)

(ii) Shareholding of Promoters

Sr. Shareholder’s Share holding at beginning Share holding at the end % No Name of the year i.e. 01.04.2016 of the year i.e. 31.03.2017 change In share Holding during the year

No. of % of % of No. of % of % of Shares Total Shares Shares Total Shares Shares Pledged / shares Pledged/ of the encumb- of the encumb- Company ered to Company ered to

total total

shares shares

1 Mr. Inderchand Jain 998250 31.83 0.00 1000 0.03 0.00 (31.80)

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 1149940 36.66 0.00 31.79

4 Mr. Rajnesh Jain 100518 3.20 0.00 100518 3.20 0.00 0.00

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


10

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

Sr. Shareholder’s Date Shareholding at Cumulative No. Name the beginning of Shareholding the year during the year

No. of % of No. of % of Shares Total Shares Total Shares Shares of the of the Company Company

1 Mr. Inderchand Jain 01.04.2016 998250 31.83 998250 31.83

07.04.2016 Inter-se transfer of 1000 0.03 997250 Equity Shares as a gift to Mrs.Chanddevi Jain

31.03.2017 Total 1000 0.03

2 Mrs. Chand devi Jain 01.04.2016 152690 4.87 152690 4.87

07.04.2016 Inter-se transfer of 1149940 36.66 997250 equity shares as a gift from Spouse Mr.InderChand Jain

31.03.2017 Total 1149940 36.66

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of G DRs and ADRs):

Sr. Top Ten Shareholders Shareholding at the No. of Shares held at No beginning of the year the end of the year i.e. 01.04.2016 i.e. 31.03.2017

No. of % of Total No. of % of Total Shares Shares of Shares Shares of the Company the Company

1 Rajesh Patni 125000 3.99 125000 3.99

2 Frontline Venture 111370 3.55 111370 3.55 Services Pvt Ltd

3 Oricon Properties Private 106420 3.39 106420 3.39 Limited

4 Anand Rathi Share And - - 86408 2.76 Stock Brokers Limited

5 TCK Finance And 75000 2.39 75000 2.39 Leasing Pvt Ltd

6 Dena Bank 64300 2.05 64300 2.05

7 Ravindra Kala 84060 2.68 60590 1.93

8 Apex Enterprises 50000 1.59 50000 1.59 (India) Ltd

9 Prabhudas Lilladher - - 43493 1.39 Pvt. Ltd.

10 Usha Kala 60590 1.93 40617 1.30

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. Shareholder’s Date Shareholding at Cumulative No. Name the beginning of Shareholding the year during the year

1 Mr. Inderchand Jain 01.04.2016 998250 31.83 998250 31.83 31.03.2017 1000 0.03

2 Mr. Rajnesh Jain 01.04.2016 100518 3.20 100518 3.20 31.03.2017 100518 3.20

3 Mr. Girish Jain 01.04.2016 100518 3.20 100518 3.20 31.03.2017 100518 3.20

4 Mr. Nitin V Kulkarni 01.04.2016 250 0.00 250 0.00 31.03.2017 250 0.00

5 Mr. S.C. Aythora 01.04.2016 350 0.00 350 0.00 31.03.2017 350 0.00

% of TotalShares of

theCompany

No. ofShares

No. ofShares

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

(` in '000”)

Secured Unsecured Total Loans Loans Indebtedness excluding deposits

Indebtedness at the beginning of the financial year i.e. 01.04.2016

I) Principal Amount 106 10,000 10,106

ii) Interest due but not paid Nil Nil Nil

iii) Interest accrued but not due 2 Nil 2

Total(i+ii+iii) 108 10,000 10,108

Change in Indebtedness during the financial year

• Addition 35,889 Nil 35,889

• Reduction 31,960 8,470 40,430

Net Change 3,929 8,470 12,399

Indebtedness at the end of the financial year 31.03.2017

i) Principal Amount 4,037 1,530 5,567

ii) Interest due but not paid Nil Nil Nil

iii) Interest accrued but not due Nil Nil Nil

Total(i+ii+iii) 4,037 1,530 5,567

VI. REMUNERATION PAID TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Whole-time Directors : (Amount in `)

Sr. Particulars of Remuneration Mr. Girish Jain Total No. (Whole Time Director) Amount

1. Gross salary

(a) Salary as per the provisions contained in Section 17(1) of the Income- tax Act, 1961 24,00,000 24,00,000

(b) Value of perquisites u/s 17(2) of the Income- tax Act, 1961 10,55,869 10,55,869

(c ) Profits in lieu of salary under section 17(3) of the Income- tax Act, 1961 Nil Nil

2. Stock Option Nil Nil

3. Sweat Equity Nil Nil

4. Commission Nil Nil

_ as % of profit

_ others, specify…

5. Others Nil Nil

Total(A) 34,55,869 34,55,869

Ceiling as per Section II of Part II of Schedule V 1,20,00,000/- p.a. of the Companies Act, 2013 % of Total

Shares of the

Company

ADVICE�MATTERSKJMC CORPORATE ADVISORS (INDIA) LIMITED

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B. Remuneration to other Directors:

Sr. Particulars of Remuneration Name of Directors Total No. Amount

1. Independent Directors Mr. S. C. Mr. Nitin Aythora Kulkarni -

• Fee for attending board / committee meetings 26000 26000 - 52000

• Commission Nil Nil - Nil

• Others, please specify Nil Nil - Nil

Total (1) 26000 26000 - 52000

2. Other Non-Executive Inderchand Rajnesh Shraddha Directors Jain Jain Jain

• Fee for attending board / committee meetings 20000 18000 16000 54000

• Commission Nil Nil Nil Nil

• Others, please specify Nil Nil Nil Nil

Total (2) 20000 18000 16000 54000

Total (B)=(1+2) 46000 44000 16000 106000

Total Managerial Remuneration - - - -

Overall Ceiling as per the Act ` 1 lakh per meeting of the Board or Committee thereof.

C. Remuneration to Key Managerial Personnel other than MD / MANAGER /WTD

Sr. Particulars of Key Managerial Personnel No. Remuneration Mr. Vinit Mr. Hemant Total Kedia Sony (Chief (Company Financial Scretary) Officer)

1. Gross salary

(a)Salary as per provisions 9,96,694/- 14,50,057/- 24,46,751/- contained in section 17(1)of the Income-tax Act,1961

(b)Value of perquisites u/s 17(2) - - - Income-tax Act,1961

(c)Profits in lieu of salary Under - - - section 17(3)Income-tax Act,1961

2. Stock Option Nil Nil Nil

3. Sweat Equity Nil Nil Nil

4. Commission

_ as % of profit Nil Nil Nil

_ others, specify… Nil Nil Nil

5. Others, please specify Nil Nil Nil

Total 9,96,694/- 14,50,057/- 24,46,751/-

VII. PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES (Under the Companies Act):

There were no penalties, punishment or compounding offences during the year ended March 31, 2017.

(Amount in `)

(Amount in `)

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014]

To,

The Members,

KJMC Corporate Advisors (India) Limited(CIN : L67120MH1998PLC113888)

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 practiced by KJMC Corporate Advisors (India) Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

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 the audit period covering the financial year ended 31st March, 2017 (“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 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, 2017 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 following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a) 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.

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, hence, 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


12

MANAGEMENT DISCUSSION & ANALYSIS

OVERVIEW

The financial statements for the year have been prepared in compliance with the requirements of the Companies Act, 2013 and rules made thereunder, guidelines issued by the Securities and Exchange Board of India (SEBI), the Accounting Standards prescribed by the Institute of Chartered Accountants of India and the Generally Accepted Accounting Principles in India.

Management accepts responsibility for the integrity and objectivity of these financial reported statements. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner and reasonably present our state of affairs, profits and cash flows for the year.

INDIAN ECONOMY

India's financial service sector has grown from strength to strength, built on prudential lending practices, robust regulatory environment and sound technology base, and has competently met the aspirations of the vast population and enabled economic activities. The competitive landscape of financial services sector has witnessed rapid growth in the last couple of decades. The financial services industry has come a long way in its reach and resilience. Niche market players and product innovations are making a mark in the financial services space.

The government has continued on the steady path of fiscal consolidation, without compromising on the public investment requirements of the company. There was considerable progress made in building consensus for the Goods & Services Tax (GST) and GST is rolled out from 1st July, 2017. Passing of the Insolvency & Bankruptcy Code (IBC), 2016 and the creation of infrastructure for its effective implementation was another major achievement which should further improve the ease of doing business and quicker resolution of financial restructuring and recovery of dues by the lenders.

Demonitisation of the high value currency in the country has strong potential to generate long term benefits in terms of reduced corruption, greater digitization of the economy, increased flow of financial savings and greater formalization of the economy will eventually lead to higher GDP growth rate and tax revenues.

All the above reforms measures supported by economic legislation as also deletion from the statute large number of archaic legislation should go a long way in improving the image of the Country for ease of doing business and attract higher level of Foreign Direct Investment and capital formation in the economy which should help in the growth of business opportunities for your Company.

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.

The Company offers following Services to the Corporate Sector:

(1) Merchant Banking Services:

(a) Syndication of Funds through Equity Capital Market – Initial Public Offers (IPOs), Offer For Sale, Rights Issue, Qualified Institutional Placements (QIPs)

(b) Other Merchant Banking Services – Buyback, Takeover, Delisting, Fairness Opinion, etc.

(2) Mergers and Acquisition Advisory services

(3) Syndication of Funds through Seed Funding, Venture Capital, Angel Investors, Family Offices, Private Equity Funds, etc.

(4) Syndication of Debt through Banks, Financial Institutions, Non Banking Finance Company, etc.

(5) Channel Financing

Securities, under the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

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.

We have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India and

ii) Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations 2015.

We have also examined compliance with the applicable Laws, Acts, Rules, Regulations, Guidelines, Standards, etc., complied by the following subsidiaries of the Company:

a) KJMC Capital Market Services Limited (CIN: U64990MH1994PLC077388)

b) KJMC Shares and Securities Limited (CIN: U67120MH1996PLC217037)

c) KJMC Credit Marketing Limited (CIN: U65910MH1996PLC217682)

d) KJMC Commodities Market India Limited (CIN: U51909MH2009PLC189905)

During the financial year under report, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc. mentioned above.

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:

a) Regulatory Guidelines and Regulations issued by The Securities and Exchange Board of India under SEBI (Merchant bankers) Regulations 1992 and its amendment 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) Regulations 1992 and its amendment from time to time (applicable to KJMC Capital Market Services Limited and KJMC Commodities Market India Limited).

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.

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 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 & AssociatesCompany Secretaries

FCS No. 4807COP No. 3233 Surjan Singh RauthanPlace : Mumbai ProprietorDate :27.05.2017


13


● 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.

5. OPPORTUNIT IES AND THREATS:-

Opportunities:

The Government of India with its focus on continuous reforms, improve the ease of doing business and steps to improve the growth in employment opportunities through huge spend on infrastructure as well as promoting The “Make in India” plan and the biggest historical tax reform in Indirect Taxation. The GST would be a game changer and promises a lot to the Indian economy.

Threats:

● Regulatory changes across the world impacting the landscape of business;

● 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.

6. ADEQUACY OF INTERNAL CONTROL SYSTEMS:-

Your Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Your Company has a proper and adequate system of internal controls that covers operations, financial reporting, compliance with applicable laws and regulations, safeguarding assets from unauthorized use and ensure compliance of corporate policies. Internal controls are reviewed periodically by the internal auditors, and are subject to management reviews with significant audit observations and follow up actions reported to the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.

7. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

In a competitive economy, the proper utilization of human resources plays a crucial role in shaping the future of the Company. The human resource philosophy and strategy of your Company have been designed by creating a workplace environment that keeps employees engaged, motivated and encourages innovation.

Your Company has fostered a culture that rewards continuous learning, collaboration and development, making it future ready with respect to the challenges posed by ever- changing market realities. Employees are your Company's most valuable assets and your Company's processes are designed to empower employees and support creative approaches in order to create enduring value.

The Company has well documented and updated policies in place to prevent any kind of discrimination and harassment, including sexual harassment.

The Whistle Blower Policy plays an important role as a watchdog. Your Company maintains a cordial relationship with its employees

8 CAUTIONARY STATEMENT

Some of the statements in this management discussion and analysis describing the Company's objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable laws and regulations. Actual results might differ substantially or materially from those expressed or implied. The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

(6) Advisory on Project Financing, Debt Restructuring, Debt Refinancing and One Time Settlement (OTS)

(7) Valuation services for:

● Overseas Direct Investment transactions

● Foreign Direct Investment transactions

● Transactions coming under the purview of Rule 11UB and Rule11UC of Income Tax Rules

● Requirements under Companies Act

● Requirements under SEBI Regulations

(8) ESOP Advisory services including Fair Market Value Certification

(9) Corporate Advisory Services

2. FINANCIAL REVIEW:-

Consolidated

During the year under review, while the sentiments improved the 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 ` 675.44 Lakhs as against ` 542.85 Lakhs in the previous year. The total consolidated expenditure during the year under review was ` 653.68 Lakhs as against ` 530.64 Lakhs in the previous year. The consolidated Net Profit after tax for the year was ` 22.23 Lakhs as against Net Profit ̀ 16.79 Lakhs in the previous year.

Standalone

During the year under review, the total standalone revenue was ` 284.14 Lakhs as against ̀ 228.62 Lakhs in the previous year. The total expenditure during the year under review was ` 279.76 Lakhs as against ` 224.55 Lakhs in the previous year. The Net Profit after tax for the year was ` 5.25 Lakhs as against Net Profit ` 4.03 Lakhs in the previous year.

3. BUSINESS OUTLOOK:-

As part of the capital market services, your Company will strive hard for getting mandates for managing Initial Public Offers, Rights Issues, Follow on 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 as corporate advisory has enabled us to face 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.

4. RISKS AND CONCERNS:-

Risk management has been an important and integral part of the operations of your Company, driven by the objectives of maintaining robust asset quality alongside growth in business, The Risk Management framework of your Company ensures regular review by management to proactively identify the emerging risks, to do risk evaluation and risk prioritization along with development of risk mitigation plans and action taken to minimize the impact of the risk. The various risks, including the risks related to the economy, regulation, competition, technology etc., are documented, monitored and managed 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:-

● 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;

14

relevant information, professional advice and commits resources to enable it to carry out its role effectively.

2. BOARD OF DIRECTORS

(a) Board Composition & Meetings:

The composition of the Board of your Company complies with the provisions of the Companies Act, 2013. As on March 31, 2017 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.

During the year the Board of Directors met Four (4) times i.e. May 19, 2016, August 10, 2016, November 11, 2016 and February 14, 2017 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.

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, 2017 are given herein below. Other directorships do not include directorships of private Limited Companies, Section 8 companies and of companies incorporated outside India.

REPORT ON CORPORATE GOVERNANCE

Pursuant to regulation 15(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, 2017. 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.

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

A Good Corporate Governance is a set of principles and practices which enables your company to maintain high level of business ethics and to optimize the value for all its stakeholders. Your Company ensures transparency, fairness and accountability in the Company's relationship with all its stakeholders, viz. regulators, shareholders, creditors, government agencies, employees, among others by maintaining high level of Corporate Governance standards. A Good Corporate Governance leads to long term shareholder value and enhances interest of other stakeholders.

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 for conduction business in a transparent and ethical manner. Your Company provides free access to the Board for

Name of the Director Category Number of Board Whether attended Number of directorships Number of committee meetings during the last AGM held on in other Public positions held in year 2016-17 September 10, 2016 Companies other public companies

Held Attended Chairman Member

Mr. Inderchand Jain Promoter 4 4 Yes 4 2 1 (Chairman) & Non DIN:00178901 Executive Director

Mr. Rajnesh Jain Promoter & 4 4 Yes 7 - 4 DIN:00151988 Non Executive Director

Mr. Girish Jain Promoter & 4 4 Yes 6 - 5 DIN:00151673 Executive Director

Mr. S.C. Aythora Independent 4 4 Yes 9 3 1 DIN:00085407 Director

Mr. Nitin Kulkarni Independent 4 4 Yes 2 2 3 DIN: 02297383 Director

Mrs. Shraddha Jain Promoter & 4 4 Yes 1 - - DIN : 00156306 Non Executive Director

events/items and approvals taken wherever necessary. At the Board meetings, the Board is apprised of the overall performance of the Company.

3. AUDIT COMMITTEE

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) 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

In compliance with Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, none of the directors on the board hold directorships in more than ten public companies and 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. In compliance with Section 165 of the Companies Act, 2013, none of the Directors on the Board hold directorship in more than 20 (Twenty) companies at the same time with the directorship in public companies not exceeding 10 (Ten).

(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


of the Company in accordance with section 177 (4) of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

(b) Composition & Meetings:

The Audit Committee met four (4) times during the year i.e. May 19, 2016, August 10, 2016, November 11, 2016 and February 14, 2017 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.

The composition of the audit committee and the details of meetings attended by its members are given below:

Name of Director Category No. of meetings during the financial year 2016-17

Held Attended

Mr. Nitin Kulkarni Chairman – 4 4 Independent Director

Mr. S. C. Aythora Member - Independent Director 4 4

Mr. Inderchand Jain Member - Non Executive Director 4 4

All the member of the Audit Committee are financially literate and have accounting or related financial management expertise. 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 10, 2016 and was attended by Mr. Nitin Kulkarni, Chairman of the Audit Committee.

4. 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.

(a) 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 regulation 19(4) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

(b) Composition & Meetings:

The Committee met two (2) times during the financial year 2016- 17, i.e. May 6, 2016 and November 11, 2016.

The composition of the nomination and remuneration committee and the details of meetings attended by its members are given below:

Name of Director Category No. of meetings during the financial year 2016-17

Held Attended

Mr. Nitin Kulkarni Chairman – 2 2 Independent Director

Mr. S. C. Aythora Member - Independent Director 2 2

Mr. Rajnesh Jain Member - Non Executive Director 2 2

(c) Remuneration Policy:

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.

15


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.

The Independent Director shall be entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board/ Committee meetings.

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.

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.

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.

(d) Details of sitting fees paid to the Directors for the year ended March 31, 2017:

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.

Independent Directors are paid sitting fees of Rs. 4000/- for Independent Directors Meeting.

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:

Name of Director Sitting Fees

Board Audit Nomination & Independent Meeting Committee Remuneration Directors Meeting Committee Meeting Meeting

Mr. S.C. Aythora 16000 4000 2000 4000

Mr. Nitin Kulkarni 16000 4000 2000 4000

Mr. Inderchand Jain 16000 4000 - -

Mr. Rajnesh Jain 16000 - 2000 -

Mrs.Shraddha Jain 16000 - - -

(e) Details of remuneration paid to the Executive Directors for the year ended March 31, 2017:

Name of Salary Benefits perquisites Others Total Service Whole Time as per and allowances ContractDirector 17(1) of as per 17(2) of / Notice the IT Act the IT Act period Mr. Girish 24,00,000 10,55,869 -- 34,55,869 Three years Jain from April 01, 2013 to March 31, 2016. Reappointed for a further period of 3 years from April 01, 2016 to March 31, 2019

(Amount in `)

(Amount in `)

16

The composition of the Credit and Investment Committee and the details of meetings attended by its members are given below:

Sr. Name of Category No. of meetings No. Director during the financial year 2016-17

Held Attended

1. Mr. Inderchand Chairman - 2 2 Jain Non-Executive Director

2. Mr. Girish Jain Member-Executive Director 2 2

3. Mr. Rajnesh Jain Member- Non-Executive Director 2 2

7. 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-

(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 23, 2017 and attended by all Independent Directors i.e. Mr. S C Aythora and Mr. Nitin Kulkarni.

8. 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

2015-16* AGM S. K. Somani Memorial Hall, 10/09/2016 10.00 1 Hindi Vidya Bhavan,`F’ Road, A.M. Marine Lines, Mumbai

2014-15 AGM S. K. Somani Memorial Hall, 19/09/2015 11.30 Nil Hindi Vidya Bhavan,`F’ Road, A.M. Marine Lines, Mumbai

2013-14 AGM S. K. Somani Memorial Hall, 27/09/2014 10.00 Nil Hindi Vidya Bhavan,`F’ Road, A.M. Marine Lines, Mumbai

* Special Resolution passed under Section 196,197,203 read with schedule V of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the reappointment of Mr. Girish Jain (DIN: 00151673) as a Whole Time Director of the Company for a period of three years from April 01, 2016 to March 31, 2019.

(b) Extra Ordinary General Meeting:

No Extra Ordinary General Meeting of the members was held during the year 2016-17.

(c) Postal Ballot:

During the year under review, no resolution was passed through postal ballot.

9. 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.

(f) Details of equity shares of the Company held by the Directors as on March 31, 2017 are given below:

Name Number of equity shares

Mr. Inderchand Jain 1000

Mr. Rajnesh Jain 100518

Mr. Girish Jain 100518

Mr. S. C. Aythora 350

Mr. Nitin Kulkarni 250

5. SHARE TRANSFER AND STAKEHOLDERS RELATIONSHIP COMMITTEE

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.

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.

During the year, one (1) complaint was received from shareholder and has been attended and resolved. As on March 31, 2017, 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, 2017, no transfer was pending.

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, 2017, Two (2) meetings were held on October 28, 2016 and March 31, 2017.

The composition of the Share Transfer and Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

Sr. Name of Director Category No. of meetings No. during the financial year 2016-17

Held Attended

1. Mr. Inderchand Jain Chairman (Non-

Executive Director) 2 2

2. Mr. Nitin Kulkarni Member

(Independent Director) 2 2

3. Mr. Rajnesh Jain Member (Non Executive Director) 2 2

4. Mr. Girish Jain Member

(Executive Director) 2 2

Name, designation and address of Compliance Officer:

Mr. Hemant Soni Company Secretary and Compliance Officer KJMC Corporate Advisors (India) Limited 162, Atlanta, 16th Floor, Nariman Point, Mumbai 400 021 Telephone: 022-40945500, Ext: 104 Fax: 91 22 22852892 Email: [email protected]

6. 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.

Credit and Investment Committee met two (2) times during the year on April 29, 2016 and November 25, 2016.


mailto:[email protected]

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Month BSE Sensex BSE Limited No of shares Total (Close) (BSE) traded during Turnover the month in `

High Low (Rs.) (Rs.)

April 2016 11.60 11.60 11.55 308 3571

May 2016 13.11 13.80 12.18 1135 14470

June 2016 13.50 13.80 13.50 80 1083

July 2016 12.83 13.50 12.83 295 3791

August 2016 12.79 12.79 12.19 335 4172

September 2016 13.80 13.80 13.11 5872 80907

October 2016 17.94 17.94 14.49 4009 69418

November 2016 23.32 23.32 18.83 5595 124315

December 2016 25.20 25.50 24.00 523 12724

January 2017 27.70 27.701 26.45 85 2329

February 2017 26.35 29.05 26.00 213 5776

March 2017 23.90 25.05 22.80 271384 6325723

viii. Performance of the share price of the Company in comparison to the BSE Sensex:

ix. Registrar & Transfer Agent:

Bigshare Services Pvt. Ltd., 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (East) Mumbai 400059, Tel No. : 022 62638200, Fax No: 022 62638299 email id: [email protected].

x. 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. Shareholding as on March 31, 2017:

a. Distribution of shareholding as on March 31, 2017.

Range in rupees Number of % of Total Share % of Shareholders Holders Amount Total in ` Amount

Upto 5000 3621 96.15 2844730 9.07

5001 to 10000 53 1.41 418400 1.33

10001 to 20000 37 0.98 536310 1.71

20001 to 30000 14 0.37 344950 1.10

30001 to 40000 2 0.05 66810 0.21

40001 to 50000 5 0.13 241000 0.77

50001 to 100000 10 0.27 699420 2.23

100001and above 24 0.64 26212780 83.58

TOTAL 3766 100 31364400 100

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.

10. 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.

11. GENERAL SHAREHOLDER'S INFORMATION

i. Annual General Meeting scheduled to be held:

Date : September 23, 2017

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 2017-18 is as under:

Financial Reporting for the Financial Year 2017-18 Tentative month of reporting

Un-audited Financial Results for the quarter ending On or beforeJune 30, 2017 August 13, 2017

Un-audited Financial Results for the quarter and On or before year half year ending September 30, 2017 November 14,2017

Un-audited Financial Results for the quarter and On or beforenine months ending December 31, 2017 February14, 2018

Audited Financial Results for the quarter and year On or before ending March 31, 2018 May 30, 2018

iii. Book Closure:

The Register of Members and Share Transfer Books will remain closed Wednesday, September 20, 2017 to Saturday, September 23, 2017 (both days inclusive) for the purpose of AGM.

iv. Dividend Payment Date

No dividend recommended on the Equity Shares of the Company.

v. 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 2017-2018 has been paid to the BSE Limited, Mumbai.

vi. 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, 2016 to March, 2017 are as under:

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b. Shareholding pattern as on March 31, 2017

The shareholding of different categories of the shareholders as on March 31, 2017 is given below:

Category Number of Percentage % shares

Promoter and Promoters Group 1672994 53.34

Directors, their Relatives 600 0.02

Central / State Govt (s) 7050 0.22

Bodies Corporate 570515 18.19

Financial Institutions/Banks 65400 2.09

Foreign Investors (FIIs /NRIs / 610 0.02 OCBs /Foreign Bank/Foreign Corporate Bodies)

others 819271 26.12

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, 2017, out of 3136440 Equity Shares, 2825523 Equity Shares representing 90.09% of the total paid up capital and held in de materialized form with NSDL and CDSL.

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, 2017, 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 Mumbai- India.

xv. Address for correspondence:

KJMC Corporate Advisors (India) Limited 162, Atlanta, 16th Floor, Nariman Point, Mumbai - 400 021. Tel: 022-40945500 Fax: 022-22852892 Email: [email protected] Website: www.kjmc.com

12. OTHER INFORMATION

i. 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”.

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.

ii. 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, 2017 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.

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, 2017

Place : Mumbai Girish JainDate : 09.08.2017 Whole Time Director

Independent Auditor's Report

To The Members of KJMC Corporate Advisor (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, 2017, 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


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accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017 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, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 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 (ii) 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.

iv. the Company has provided requisite disclosures in its financial statements as to holding as well as dealings in Specified Bank Notes during the period from November 08, 2016 to December 30, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer note 29 to the financial statement.

For K. S. Aiyar & Co,

Chartered Accountants ICAI Firm Registration No: 100186W Sachin A. NegandhiPlace: Mumbai PartnerDate : May 27, 2017 Membership No.: 112888

Annexure 'A' to the Auditor's Report

(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, 2017, of KJMC Corporate Advisors (India) Limited)

(i) (a) 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.

(ii) The Company does not have inventory. Accordingly, clause 3 (ii) of the Order is not applicable.

(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.

(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.

(v) 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.

(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.

(vii) (a) 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 of excise, cess and other material statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of above which were outstanding, as at March 31, 2017 for a period of more than six months from the date on which they became payable.

(b) 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:

Name of the Nature of Amount not Assessment Year Forum where Statute dues deposited to which it relates dispute is (` in thousands ) pending

Income Tax Income 301 2013-14 CIT (A) Act Tax

(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.

(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.

(x) 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.

(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.

(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.

(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.


Chartered Accountants ICAI Firm Registration No: 100186W

Sachin A. Negandhi

Place: Mumbai Partner

Date : May 27, 2017 Membership No.: 112888

Annexure - B to the Independent Auditor's Report of even date on the 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”)

We have audited the internal financial controls over financial reporting of KJMC Corporate Advisors (India) Limited (“the Company”) as of March 31, 2017 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.

Auditors' Responsibility

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.

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 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 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, 2017, 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.


Chartered Accountants ICAI Firm Registration No: 100186W

Sachin A. Negandhi

Place: Mumbai Partner

Date : May 27, 2017 Membership No.: 112888


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PARTICULARS NOTE NO. As at As at 31.03.2017 31.03.2016 (I) EQUITY AND LIABILITIES Shareholders' Funds

(a) Share Capital 2 31,364 31,364

(b) Reserves and Surplus 3 183,883 183,358

Non-Current Liabilities

(a) Long Term Borrowings 4 1,530 10,000

(b) Long Term Provisions 5 380 265

Current Liabilities

(a) Short Term Borrowings 6 4,037 -

(b) Trade Payables 7 2,783 -

(c) Other Current Liabilities 8 3,720 2,533

TOTAL 227,697 227,520

(II)ASSETS

Non-Current Assets

(a) Fixed Assets 9

(i) Tangible Assets 702 1,339

(ii) Intangible Assets 2 2

(b) Non-current Investments 10 203,889 205,844

(c) Deferred Tax Assets (Net) 11 2,922 2,836

(d) Long-Term Loans and Advances 12 10,860 10,863

Current Assets

(a) Current Investments 13 - 2,200

(b) Trade Receivables 14 8,057 1,425

(c) Cash and Cash Equivalents 15 238 1,402

(d) Short-Term Loans and Advances 16 1,027 1,609

TOTAL 227,697 227,520

STANDALONE BALANCE SHEET AS AT MARCH 31, 2017CIN: L67120MH1998PLC113888 (` '000')

Significant Accounting Policies and Notes to Accounts 1 to 30 The above notes are integral part of the financial statements As per our report of even date attached For and on behalf of the Board of Directors For K.S. Aiyar & Co. Chartered Accountants ICAI Firm Registration No: 100186W I.C.Jain Girish Jain Chairman Whole Time Director DIN: 00178901 DIN: 00151673Sachin A Negandhi Partner Vinit Kedia Hemant SoniMembership No. 112888 Chief Financial Officer Company Secretary Place : Mumbai Place : Mumbai Date : 27th May 2017 Date : 27th May 2017


22

PARTICULARS NOTE NO. For the For the year ended year ended

31.03.2017 31.03.2016

Revenue from Operations 17 27,305 21,101

Other Income 18 1,109 1,761

Total Revenue 28,414 22,862

Expenses:

Employee Benefits Expense 19 10,049 8,577

Finance Costs 20 945 1,048

Depreciation and Amortization Expense 9 574 919

Other Expenses 21 16,408 11,911

Total Expenses 27,976 22,455

Profit Before Exceptional Items and Tax 438 407

Profit Before Tax 438 407

Tax Expense:

(1) Current Tax 18 -

(2) Deferred Tax (87) 4

(3) MAT Credit Entitlement (18) -

(4) Prior Period Taxes - -

(87) 4

Profit for the year 525 403

Earnings Per Equity Share:

(1) Basic 0.17 0.13

(2) Diluted 0.17 0.13

STATEMENT OF PROFIT AND LOSS FOR THE QUARTER YEAR ENDED MARCH 31, 2017CIN: L67120MH1998PLC113888

(` '000')

Significant Accounting Policies and Notes to Accounts 1 to 30 The above notes are integral part of the financial statements As per our report of even date attached For and on behalf of the Board of Directors For K.S. Aiyar & Co. Chartered Accountants ICAI Firm Registration No: 100186W I.C.Jain Girish Jain Chairman Whole Time Director DIN: 00178901 DIN: 00151673Sachin A Negandhi Partner Vinit Kedia Hemant SoniMembership No. 112888 Chief Financial Officer Company Secretary Place : Mumbai Place : Mumbai Date : 27th May 2017 Date : 27th May 2017


PARTICULARS For the For the year ended year ended 31.03.2017 31.03.2016

A Cash Flow from Operating Activities

Net Profit Before Tax and Extraordinary Items 438 407

Adjustment for:

Depreciation 574 919

Dividend income (422) (1,649)

Sundry Balances writeoff/(writeback) 191 500

Bad Debts Write off 250 0

Interest and financial charges 945 1,048

(Profit)/Loss on sale of Investments (4,446) (8,816)

Operating Profit Before Working Capital Changes (2,470) (7,591)

Changes in Working Capital

(Increase)/Decrease in Trade and other receivable (6,882) 230

(Increase)/Decrease in loans and advances (806) 155

(Increase)/Decrease in Other current assets - 3,254

Increase/(Decrease) in Trade payable and Other liabilities 4,192 417

(Increase)/ Decrease in Working Capital (3,496) 4,056

Cash generated from Operations (5,966) (3,535)

Income Tax Refund Received (Net of Payment) 1,379 1,164

Net Cash flow from Operating Activities (4,587) (2,371)

B Cash Flow from Investment Activities

Purchase of investment (47,792) (71,046)

Sale of investment 56,393 77,214

Purchase of fixed assets (115) (181)

Dividend Income 422 1,649

8,908 7,635

C Cash Flow From Financing Activities

Loan taken/(Repaid)-secured (106) (460)

Loan taken/(Repaid)-unsecured (8,470) -

Short term borrowings taken 33,593 20,393

Short term borrowings repaid (29,556) (24,091)

Interest and finance charges (945) (1,048)

Net Cash Flow from Financing Activities (5,485) (5,206)

Net Increase in Cash and Cash Equivalents ( A+B+C) (1,164) 58

Cash and Cash Equivalents at the beginning of the Year * 1,402 1,345

Cash and Cash Equivalents at the close of the Year * 238 1,402

* Cash and Cash Equivalents comprise of :

Cash in hand 51 712

Balance in current account 187 690

Total 238 1,402

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017CIN: L67120MH1998PLC113888 (` '000')

Note : The Cash Flow Statement has been prepared under the "Indirect Method"as set out in Accounting Standard -3 "Cash Flow Statements”

As per our report of even date attached For and on behalf of the Board of Directors For K.S. Aiyar & Co. Chartered Accountants ICAI Firm Registration No: 100186W I.C.Jain Girish Jain Chairman Whole Time Director DIN: 00178901 DIN: 00151673Sachin A Negandhi Partner Vinit Kedia Hemant SoniMembership No. 112888 Chief Financial Officer Company Secretary Place : Mumbai Place : Mumbai Date : 27th May 2017 Date : 27th May 2017


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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, over the useful life of the assets 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.

NOTES TO FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2017

24


25

(` '000')

Particulars As at As at 31.03.2017 31.03.2016 Note - 2: Share Capital Authorised: 5,000,000 (Previous Year: 5,000,000)Equity Shares of ` 10/- each 50,000 50,000 50,000 50,000 Issued, Subscribed and Paid up 3,136,440 (Previous Year: 3,136,440) Equity Shares of ` 10/- each 31,364 31,364 31,364 31,364

Additional Information:

(a) Reconciliation of Shares outstanding at the beginning and at the end of the year

Particulars Equity Shares Equity Shares

2016-17 2015-16

Equity Shares of ` 10 each 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 3,136,440 31,364 3,136,440 31,364

(b) Terms and Rights attached to Equity Shares:

The Company has only one class of equity shares having par value of ̀ 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 Shareholders holding more than 5% shares in the Company:

(` '000')

As at 31-03-2017 At at 31-03-2016

Equity Shares of ` 10 each No. of Shares held % of Holding No. of Shares held % of Holding

Inder Chand Jain 1,000 0.03% 998,250 31.83%

I. C. Jain HUF 220,500 7.03% 220,500 7.03%

Chand Devi Jain 1,149,940 36.66% 152,690 4.87%

Particulars As at As at 31.03.2017 31.03.2016

Note - 3 : Reserves and Surplus General Reserves As per last Balance Sheet 71,197 71,197 Add : Addition during the year - - Less: Deduction during the year - - Add : Transfer from Special Reserve - - Closing Balance 71,197 71,197 Securities Premium Reserve As per last Balance Sheet 79,622 79,622 Add : Addition during the year - - Less: Deduction during the year - - Closing Balance 79,622 79,622 Surplus/(Deficit) in the statement of profit and loss Balance brought forward from last year 32,539 32,136 Add : Profit for the year 525 403 Amount available for appropriation 33,064 32,539 Less : Appropriations - - Balance carried forward 33,064 32,539 183,883 183,358

(` '000')


Non-Current Maturities Current Maturities

Particulars As at 31.03.2017 As at 31.03.2016 As at 31.03.2017 As at 31.03.2016

Note - 4: Long Term Borrowings

Term Loans:

From Banks (Secured): - - - -

Vehicle Loan - - - -

(Refer Additional Information below)

From Others (Secured):

Vehicle Loan - - - 106

(Refer Additional Information below)

Loans & Advances:

from Related Parties (Unsecured): 1,530 10,000 - -

(Unsecured Borrowings bearing the interest rate @ 9.5% p.a. repayable on or before December 2018)

Amount disclosed under the head “Short Term Borrowings" - - - (106)

(Refer Note - 8)

NET AMOUNT 1,530 10,000 - -

26

(` '000')

Particulars Amount of Interest rate % Installment No. of Outstanding

From Others (Secured): Loan (`) p.a. Amount (`) Instalment as on date

Secured by vehicle bought under loan and repayable in 823 9.85 27 0

36 Equated monthly installments

Additional Information:Vehicle Loan

Particulars As at As at

31.03.2017 31.03.2016

Note - 5: Long Term Provisions

Provision for Ex-Gratia 380 265

380 265

Note - 6: Short Term Borrowings

Cash credit from bank repayable on demand (Secured) 4,037 -

(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@ MCLR + 2.15%.) (Refer Note 27)

4,037 -

Note - 7: Trade Payables

Trade payable -Others 2,783 -

2,783 -

Note - 8: Other Current Liabilities

Current Maturities of Long Term Borrowings - 106

Employees dues 1,459 699

Statutory dues 628 114

Interim Dividend Payable 145 145

Others 1,488 1,469

3,720 2,533

(` '000')

(` '000')


27

(` '000')Note - 9 : Fixed Assets -Tangible

Gross Block Depreciation Net Block

As at Additions/ Deductions/ As at As at Provided Deductions/ As at As at As at Description 01.04.2016 Adjustments Adjustments 31.03.2017 01.04.2016 during the Adjustments 31.03.2017 31.03.2017 31.03.2016 during the during the year during the year year year

Computers 1,881 26 - 1,907 1,821 53 - 1,874 33 60

Furniture & Fixtures 3,032 - - 3,032 2,649 135 - 2,784 248 383

Office Equipments 2,211 89 - 2,300 2,045 130 - 2,175 125 166

Office Premises 504 - 504 - 325 - 325 - - 179

Vehicles 2,702 - - 2,702 2,150 256 - 2,406 296 552

Total (A) 10,330 115 504 9,941 8,990 574 325 9,239 702 1,340

Previous Year 10,149 181 - 10,330 8,071 919 - 8,990 1,340

Fixed Assets - Intangible

Gross Block Depreciation Net Block

As at Additions/ Deductions/ As at As at Provided Deductions/ As at As at As at Description 01.04.2016 Adjustments Adjustments 31.03.2017 01.04.2016 during the Adjustments 31.03.2017 31.03.2017 31.03.2016 during the during the year during the year year year

Computer Software 45 - - 45 43 - - 43 2 2

Total (B) 45 - - 45 43 - - 43 2 2

Previous Year 45 - - 45 43 - - 43 2

Total (A+B) 10,375 115 504 9,986 9,033 574 325 9,282 704 1,342

Previous Year 10,194 181 - 10,375 8,114 919 - 9,033 1,342

Sr Particulars FV As at 31.03.2017 As at 31.03.2016No. Amount Qty (Nos) Amount Qty (Nos) Amount Note - 10 : Non-Current Investments Non- Trade-Quoted Investment in Equity Shares 1 Avenue Supermarket Ltd 10 207 124 - - 2 Bajaj Finance Ltd. 2 970 541 97 486 3 BSE India Limited. 2 18,490 14,792 - - 4 Cera Sanitaryware Ltd. 5 62 131 62 123 5 HDFC Bank Ltd. 2 473 527 473 497 6 Infosys Ltd. 5 - - 224 248 7 Indiabulls Housing Finance Ltd 2 - - 7,500 4,880 8 Justdial Ltd. 10 - - 110 103 9 KJMC Financial Services Ltd. 10 950,000 19,500 850,000 17,000 10 Maruti Suzuki India Ltd. 5 225 1,060 225 1,000 11 Poly Medicure Ltd. 5 54,520 10,565 10,049 2,211 12 Quick Heal Technologies Ltd 10 - - 553 178 13 Reliance Industries Ltd. 10 - - 620 523 14 Shree Ram Urban Infrastructure Ltd. 10 24,016 1,957 24,016 1,957 15 Soma Paper Industries Ltd. 10 200 - 200 - 16 SRF Ltd. 10 - - 1,500 1,727 17 United Intractive Ltd. 10 11,600 369 11,600 369 18 Ujjivan Financial Services Ltd. 10 422 132 - - Total (A) 49,698 31,302 Non-Trade -Unquoted Investment in Equity Shares A In Subsidiaries 1 KJMC Shares & Securities Ltd.(Eq.Share) 10 3,002,000 30,020 3,002,000 30,020 2 KJMC Credit Marketing Ltd. (Eq.Share) 10 50,000 12,450 50,000 12,450 3 KJMC Commodities Market India Ltd. (Eq.Share) 10 450,000 3,750 450,000 3,750 4 KJMC Capital Market Services Ltd. (Eq.Share) 10 10,000,000 107,027 10,000,000 107,027 153,247 153,247

(` '000')


(` '000')

Particulars As at As at 31.03.2017 31.03.2016 Note - 11: Deferred Taxation Deferred Tax Assets

Unabsorbed Carried forward Losses/Depreciation 1,162 1,162

Fixed Assets 671 585

Long Term Capital Loss 1,089 1,089

Deferred Tax Asset 2,922 2,836

Deferred Tax Liabilities - -

Deferred Tax Asset/ (Liabilities) - Net 2,922 2,836

Note 12 : Long Term Loans and Advances

Advances recoverable in cash or kind or for value to be received

Unsecured, considered good - 113

Security Deposit with Related Parties

Unsecured, considered good 4,000 2,500

Security Deposit to others

Unsecured, considered good 40 52

Advance Income Tax 7,283 8,661

Less: Provision for Taxation (4,290) (4,272)

MAT credit Entitlement 3,827 3,809

Total 10,860 10,863

Note - 13: Current Investments

Non- Trade-Quoted

Investment in Mutual funds

SBI Premier Liquid Fund-Growth - 2,200

Total - 2,200

28

Sr Particulars FV As at 31.03.2017 As at 31.03.2016No. Amount Qty (Nos) Amount Qty (Nos) Amount

B In other Companies

1 KJMC Realty Pvt. Ltd 10 200 942 - -

2 BSE India Limited. 2 - - 46,982 18,793

3 Neelanchal Technologies Ltd. 10 1,500 2 1,500 2

4 Vishnu Vijay Packaging Ltd. 10 30,000 - 30,000 -

944 18,795

TOTAL (B) 154,191 172,042

Non-Trade -Unquoted

Investment in Preference Shares

0% Compulsorily Convertible Preference Shares of

1 KJMC Financial Services Ltd. 100 - - 10,000 2,500

TOTAL (C) - 2,500

Grand Total (A+B+C) 203,889 205,844

Aggregate amount of quoted Investment 49,698 31,302

Aggregate Market Value of quoted Investment 72,285 21,903

Aggregate amount of unquoted Investment 154,191 174,542

Aggregate provision for diminution in value of investments - -

(` in '000')


Particulars As at As at 31.03.2017 31.03.2016 Note - 14:Trade Receivables

Debts Outstanding for a period of six months - 1,112

Unsecured

Considered Doubtful 1,000 -

Less:- Provosion for Doubtful Debts (250) -

Total [A] 750 1,112

Others

Unsecured

Considered Good 7,307 313

Considered Doubtful - -

Total [B] 7,307 313

Total [A+B] 8,057 1,425

Note - 15: Cash and Cash Equivalents

Banks Balances in Current Accounts 42 545

Cash on Hand 51 712

Other Bank balances

Unclaimed dividend account 145 145

Total 238 1,402

Note - 16: Short Term Loans and Advances


Secured, considered good - -

Unsecured, considered good 456 580

Doubtful - -

Others

Deposit/Balances with Service Tax Dept & dues from Government 72 5

Other Loans & Advances 499 1,024

Total 1,027 1,609

Note - 17: Revenue from Operations

Sale of Services 21,733 11,632

Brokerage Income (Net) 1,126 653

Profit on Sale of Investment (Net) 4,446 8,816

Total 27,305 21,101

Note - 18: Other Income

Dividend income 422 1,649

Interest Income _Others 469 8

Miscellaneous Income 218 104

Total 1,109 1,761

Note - 19: Employee Benefits Expense

Salaries and Wages 9,360 7,795

Contribution to Provident and other Funds 427 504

Staff Welfare Expenses 262 278

Total 10,049 8,577

29

(` in '000')


30

Note - 20: Finance Costs

Interest to Bank 264 46

Interest to Others 602 980

Other Financial Charges 79 22

Total 945 1,048

Note - 21: Other Expenses

Advertisement 49 63

Auditors Remuneration (for break up refer below) 151 138

Business Promotion Expenses 268 481

Electricity Expenses 193 232

Insurance Charges 46 45

Legal Expenses 5,271 2,089

Motor Car Expenses 455 644

Professional Fees Exp 4,613 1,565

Miscellaneous expenses 853 947

Rent & Other Infrastructural Support Service 1,118 1,430

Office Maintenance & Utility Expenses

- Building - -

- Office 795 1,058

Subscription & Membership Exp . 596 635

Printing & Stationery Expenses 249 276

Travelling & Conveyance Expenses 1,518 2,067

ROC/BSE Filling Charges 233 241

Total 16,408 11,911

As Statutory Auditor

Audit Fees 35 35

For Taxation matters 10 10

For Other Services/Limited Review 82 73

Reimbursement of expenses 24 20

Total 151 138

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2017

22. Contingent Liabilities not provided for in respect of:

Corporate Guarantee 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 ̀ 301 (in ‘000’) in respect of income tax for Assessment Year 2013-14 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 2016-17 FY 2015-16

24. (i) Expenditure in Foreign Currency 308 1,256

(ii) Earnings in Foreign Currency 850 4,447

(` '000')


31

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: (` in ‘000's)

Sr. No Particulars 31.03.2017 31.03.2016

(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 Nil Nil the Income Tax Act, 1961

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

31.03.2017 31.03.2016

Net Profit / (Loss) after Taxation (` 000’s) 525 403

Weighted Average No. of Shares 31,36,440 31,36,440

Face Value (`) 10.00 10.00

Earnings Per Share (Basic) ` 0.17 0.13

Earnings Per Share (Diluted) ` 0.17 0.13

27. Related party disclosures under Accounting Standard 18:

List of related parties

1) Parties where control exists

Wholly Owned Subsidiaries : KJMC Shares and Securities Limited

: 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 Financial Services Limited

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)

KJMC Investment Company (Firm)


32

Sr. No. Nature of Transactions with related parties Party where Key Management Enterprises over which key control exists Personnel & Relatives management personnel / of Key Management relatives are able to Personnel exercise significant influence

31.03.2017 31.03.2016 31.03.2017 31.03.2016 31.03.2017 31.03.2016

1 Loan &Advance Re-Paid

KJMC Shares & Securities Ltd 8470 - - - - -

2 Interest Expenses

KJMC Shares & Securities Ltd 600 953 - - - -

3 Security Deposit received back/Paid

KJMC Financial Services Ltd (Paid) - - - - 1500 -

Puja Trades & Investments Pvt Ltd (Received) - - - - - 1500

Rajnesh Jain (Paid) - - - 1500 - -

4 Deposit Received (Director Recommendation)

I.C. Jain - - - 100 - -

KJMC Capital Market Services Ltd 100 - - - - -


5 Deposit Repay (Director Recommendation)

I.C. Jain - - - 100 - -

KJMC Capital Market Services Ltd 100 - - - - -


6 Rent Paid

KJMC Capital Market Services Ltd 555 480 - - - -

Puja Trades & Investments Pvt Ltd - - - - 533 800

Rajnesh Jain - - - 120 - -

KJMC Financial Services Ltd - - - - 30 30

7 Professional fees Received

Khandelwal Jain & Company - - - - 1000 1000

8 Professional fees Paid

Khandelwal Jain & Company - - - - - 506

9 Board Meeting Fees

I.C.Jain - - 20 28 - -

Rajnesh Jain - - 18 30 - -

Shraddha Jain - - 16 28 - -

10 Brokerage Paid


11 Depository Charges Paid


12 Salary

Girish Jain - - 3424 2,096 - -

13 Reimbursement / Receipt against other transaction

KJMC Financial Services Ltd (Reimbursement) - - - - 17 10

KJMC Asset Management Company Limited - - - - 3 2 (Reimbursement)

KJMC Credit Marketing Limited 14 - - - - - (Reimbursement)

KJMC Shares & Securities Limited 17 - - - - - (Reimbursement)

KJMC Investment Trust Company Limited - - - - - 4 (Reimbursement)

KJMC Capital Market Services Ltd 48 - - - - - (Reimbursement)

KJMC Commodities Market India Ltd 3 - - - - - (Reimbursement)

Khandelwal Jain & Company (Reimbursement) - - - - 34 -

Puja Trades & Investments Pvt Ltd - - - - 10 18 (Sales of shares)

Prathamesh Enterprises Pvt Ltd. - - - - 3 - (Reimbursement)

KJMC Financial Services Ltd - - - - 940 -

(Purchase of Shares)

Transactions during the year with related parties: (` in 000's)


33

Sr. No. Nature of Transactions with related parties Party where Key Management Enterprises over which key control exists Personnel & Relatives management personnel / of Key Management relatives are able to Personnel exercise significant influence

31.03.2017 31.03.2016 31.03.2017 31.03.2016 31.03.2017 31.03.2016

14 Net Receivable

Puja Trades & Investments Pvt Ltd (Security Deposit) - - - - 1,000 1,000

KJMC Financial Services Ltd (Security Deposit) - - - - 1,500 -

Rajnesh Jain (Security Deposit) - - 1500 1500 - -

Hemant Soni (Loan Against Salary) - - 402 730 - -

Vinit Kedia (Loan Against Salary) - - 97 194 - -

15 Net Payable

KJMC Shares & Securities Ltd 1,530 10,000 - - - -

16 Security and Corporate Guarantee given to Union Bank of India (Outstanding amount) by

KJMC Credit Marketing Limited 15,000 15,000 - - - -

17 Corporate Guarantee given to Bank in respect of Wholly Owned Subsidiary

KJMC Capital Market Services Ltd 37,500 37,500 - - - -

Managerial Remuneration is calculated as per schedule V of the company Act, 2013

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. As per MCA notification dated 30.03.2017, the disclosure with regards to the details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016 is as under:-

SBNs Other denomination notes Total

Closing cash in hand as on 08.11.2016 767,500 21,666 789,166

(+) Permitted receipts - 75,000 75,000

(-) Permitted payments - 78,954 78,954

(-) Amount deposited in Banks 767,500 - 767,500

Closing cash in hand as on 30.12.2016 - 17,712 17,712

30. Previous year figures have been regrouped or rearranged wherever necessary in order to make them comparable and shown in brackets.

Related Parties Transactions : (` in 000's)

(in `)



Independent Auditor's Report

To The Members of KJMC Corporate Advisor’s (India)LimitedReport on the Consolidated Financial StatementsWe 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, 2017, 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.

Auditor’s Responsibility

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, 2017, 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 ̀ 183213 (thousands) as at March 31, 2017, total revenues of ̀ _40789 (thousands) and net cash inflows amounting to ̀ 234 (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:

(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, 2017 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, 2017 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 23 (ii) 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.

iv the Company has provided requisite disclosures in its financial statements as to holding as well as dealings in Specified Bank Notes during the period from November 08, 2016 to December 30, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer note 31 (a) to the consolidated financial statements.

For K. S. Aiyar & Co. Chartered Accountants ICAI Firm Registration No: 100186W

Sachin A. NegandhiPlace: Mumbai PartnerDate: May 27, 2017 Membership No.: 112888


34

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, 2017, 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.

Auditor's Responsibility

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, 2017, 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. Chartered Accountants ICAI Firm Registration No: 100186W

Sachin A. NegandhiPlace: Mumbai PartnerDate: May 27, 2017 Membership No.: 112888

35


36

PARTICULARS NOTE NO. As At As At

31.03.2017 31.03.2016

EQUITY AND LIABILITIES

Shareholders' Funds

(a) Share Capital 2 31,364 31,364

(b) Reserves and Surplus 3 224,374 223,422

Non-Current Liabilities

(a) Long Term Borrowings 4 - -

(b) Long Term Provisions 5 1,222 877

Current Liabilities

(a) Short Term Borrowings 6 4,037 -

(b) Trade Payables 7 4,841 2,198

(c) Other Current Liabilities 8 5,806 4,573

TOTAL 271,644 262,434

ASSETS

Non-Current Assets

(a) Fixed Assets 9

(i) Tangible Assets 12,341 16,290

(ii) Intangible Assets 2 2

(iii)Goodwill on Consolidation 18,227 18,227

(b) Non-Current Investments 10 95,048 99,296

(c) Deferred Tax Asset 11 11,427 11,380

(d) Long-Term Loans and Advances 12 48,822 53,020

(e) Other Non-Current Assets 13 39,874 37,374

Current Assets

(a) Current Investments 14 15,500 3,930

(b) Trade Receivables 15 9,844 2,675

(c) Cash and Cash Equivalents 16 2,635 3,564

(d) Short-Term Loans and Advances 17 17,924 16,676

TOTAL 271,644 262,434

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2017CIN: L67120MH1998PLC113888 (` '000')

PARTICULARS NOTE NO. For the For the Year Ended Year Ended

31.03.2017 31.03.2016

Revenue from Operations 18 62,812 49,450

Other Income 19 4,732 4,835

Total Revenue 67,544 54,285

Expenses:

Employee Benefits Expense 20 21,547 18,883

Finance Costs 21 885 632

Depreciation and Amortization Expense 9 1,873 2,493

Other Expenses 22 41,063 31,056

Total Expenses 65,368 53,064

Profit before Exceptional Items and Tax 2,176 1,221

Exceptional Items -

Profit before extraordinary items and tax 2176 1221

Extraordinary Items - -

Profit before tax 2,176 1,221

Tax Expense:

(1) Current tax 192 7

(2) Deferred tax (47) (449)

(3) MAT credit (192) (7)

(4) Prior period Items - (9)

(47) (458)

Profit /(Loss) before Share in Associates' profit / Loss 2,223 1,679

Add: Share in Associates' Profit 1,179 1,409

Profit for the year 3,402 3,088

Earnings per equity share:

(1) Basic 1.08 0.98

(2) Diluted 1.08 0.98

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2017CIN: L67120MH1998PLC113888 (` '000')

Significant Accounting Policies and Notes to Accounts 1 to 31The above notes are integral part of the financial statements As per our report of even date attached For and on behalf of the Board of Directors For K.S. Aiyar & Co.Chartered AccountantsICAI Firm Registration No: 100186W I.C.Jain Girish Jain Chairman Whole Time Director DIN: 00178901 DIN: 00151673Sachin A Negandhi Partner Vinit Kedia Hemant SoniMembership No. 112888 Chief Financial Company Secretary Officer Place : Mumbai Place : Mumbai Date : 27th May 2017 Date : 27th May 2017

Significant Accounting Policies and Notes to Accounts 1 to 31The above notes are integral part of the financial statements As per our report of even date attached For and on behalf of the Board of Directors For K.S. Aiyar & Co.Chartered AccountantsICAI Firm Registration No: 100186W I.C.Jain Girish Jain Chairman Whole Time Director DIN: 00178901 DIN: 00151673Sachin A Negandhi Partner Vinit Kedia Hemant SoniMembership No. 112888 Chief Financial Company Secretary Officer Place : Mumbai Place : Mumbai Date : 27th May 2017 Date : 27th May 2017


37


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, over the useful life of the assets 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

Particulars For the For the year ended year ended 31.03.2017 31.03.2016A Cash Flow from Operating Activities

Net Profit Before Tax and Extraordinary Items 2,176 1,221 Adjustment for:

Depreciation 1,873 2,493

Dividend Income (784) (2,175)

Interest Income (846) (1,048)

Sundry Balances writeoff/(writeback) 11,533 856

Bad Debts/Dead Investment Write off 1,080 -

Interest and Financial Charges 884 632

(Profit)/Loss on Sale of Investments (16,654) (12,447)

Operating Profit Before Working Capital Changes (738) (10,468)

Changes in Working Capital

(Increase)/ Decrease in Trade and Other Receivable (9,885) 24,592

(Increase)/ Decrease in Other current assets and (1,759) 4,416 non-current assets

(Increase)/ Decrease in Loans and Advances (480) (22)

Increase/ (Decrease) in Trade Payables & Other Liabilities 4,327 (38,419)

(Increase)/ Decrease in Net Current Assets (7,797) (9,433)

Cash generated from Operations (8,535) (19,901)

Direct Taxes Paid (Net of Refund) 3,122 3,266

Cash Flow Before Extraordinary Items (5,413) (16,635)

Extraordinary Items -

Net Cash flow from Operating Activities (5,413) (16,635)

B Cash Flow from Investment Activities

Purchase of Investment (102,312) (76,711)

Sale of Investment 111,993 77,954

Purchase of Fixed Assets (553) (909)

Interest Received 846 2,001

Dividend Received 784 2,176

Net Cash Flow from Investing Activities 10,758 4,511

C Cash Flow From Financing Activities

Loan taken/(Repaid)-secured (106) (460)

Loan taken/(Repaid)-unsecured (8,470) -

Repayment of Security Deposit (850) (1,800)

Short term borrowings taken 33,593 20,393

Short term borrowings repaid (29,556) (24,091)

Interest and Finance Charges (885) (1,584)

Net Cash Flow from Financing Activities (6,274) (7,542)

Net Increase in Cash and Cash Equivalents(A+B+C) (929) (19,666)

Cash and Cash Equivalents at the beginning of the Year* 3,564 23,230

Cash and Cash Equivalents at the close of the Year* 2,635 3,564

*Cash and Cash Equivalents comprise of :

Cash in Hand 282 1,264

Balance with Banks 2,353 2,300

Total 2,635 3,564

Note : 1 The Cash Flow Statement has been prepared under the "Indirect Method"as set out in Accounting Standard -3 Cash Flow Statements.

CONSOLIDATED CASH FLOW FOR THE YEAR ENDED MARCH 31, 2017CIN: L67120MH1998PLC113888 (` in '000')

As per our report of even date attached For and on behalf of the Board of Directors For K.S. Aiyar & Co.Chartered AccountantsICAI Firm Registration No: 100186W I.C.Jain Girish Jain Chairman Whole Time Director DIN: 00178901 DIN: 00151673Sachin A Negandhi Partner Vinit Kedia Hemant SoniMembership No. 112888 Chief Financial Company Secretary Officer Place : Mumbai Place : Mumbai Date : 27th May 2017 Date : 27th May 2017


(a) Additional Information

Reconciliation of Shares outstanding at the beginning and at the end of the year Particulars As at 31-03-2017 As at 31-03-2016

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 - - - -

3,136,440 31,364 3,136,440 31,364

Shares bought back during the year - - - -

Shares outstanding at the end of the year 3,136,440 31,364 3,136,440 31,364

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.

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.

38

Particulars As at As at 31.03.2017 31.03.2016 Note - 2: Share Capital

Authorised:5,000,000 (Previous Year: 5,000,000) Equity shares of `10/- each 50,000 50,000

Issued, Subscribed and Paid up : 3,136,440 (Previous Year: 3,136,440) Equity shares of `10/-each, fully paid up. 31,364 31,364

31,364 31,364

(` in '000')

(` in '000')

(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 Shareholders holding more than 5% shares in the Company:

Equity Shares of ̀ 10 each As at 31-03-2017 As at 31-03-2016

No of Shares % of No of Shares % of held Holding held Holding

Inderchand Jain 1,000 0.03% 998,250 31.83%

I. C. Jain HUF 220,500 7.03% 220,500 7.03%

Chand Devi Jain 1,149,940 36.66% 152,690 4.87%

Particulars As At As At 31.03.2017 31.03.2016

Note - 3: Reserves and Surplus

General Reserve

As per last Balance sheet 71,197 71,197

Add: Addition during the year - -

Less: Deduction during the year - -

Add : Transfer from Special Reserve - -

Closing Balance 71,197 71,197

Securities Premium Reserve



Less: Deduction during the year - -


Revaluation Reserve



Less: Deduction during the year 2,450 3,137


Surplus/(Deficit) in the statement of profit and loss


Profit for the period 3,402 3,088

Amount available for appropriation 64,816 61,414

Less : Appropriations - -

Balance carried forward 64,816 61,414

Total 224,374 223,422



Note - 5: Long Term Provisions

Provision for Ex-Gratia 1,222 877

1,222 877

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 4,037 -Company and Corporate Guarantee given by the said subsidiary.The cash credit is repayable on demand and carries interest @ MCLR + 2.15%.) (Refer Note 26)

4,037 -

Note - 7: Trade Payables

Trade payable -Others 4,841 2,198

4,841 2,198

Note - 8: Other Current Liabilities

Current Maturities of Long Term Borrowings(Refer Note-4) - 241

Employees dues 2,288 1,559

Statutory dues 894 397

Other payables 2,624 2,376

5,806 4,573

(` in '000')

Additional Information: Vehicle Loan

Particulars Amount of Interest Installment No. of Outstanding Loan (` In '000) rate % p.a Amount (` In '000) Installments as on date

From Banks (Secured):

Secured by vehicle bought under loan and repayable in 36 Equated monthly installments 720 11.25 23 0


Secured by vehicle bought under loan and repayable in 36 Equated monthly installments 823 9.85 27 0

39

Gross Block Depreciation Net Block As at Additions/ Deductions/ Impairment/ As at As at Provided Deductions/ As at As at As at Description 01.04.2016 Adjustments Adjustments Reversal 31.03.2017 01.04.2016 during the Adjustments 31.03.2017 31.03.2017 31.03.2016 during the year during the year during the year year during the year

Office Premises 29,934 - 504 - 29,430 15,950 3,023 325 18,647 10,783 13,984

Furniture & Fixtures 6,479 - - - 6,479 5,847 221 - 6,068 411 632

Computers 11,954 464 - - 12,418 11,318 550 - 11,869 549 636

Office Equipments 4,053 89 - - 4,142 3,818 162 - 3,979 163 235

Vehicles 3,632 - - - 3,632 2,829 368 - 3,197 435 803

Total (A) 56,052 553 504 - 56,101 39,762 4,323 325 43,760 12,341 16,290

Previous Year 55,143 911 2 - 56,052 34,123 5,630 9 39,762 16,290

Note - 9 : Fixed Assets -Tangible (` in '000')

Gross Block Depreciation Net Block As at Additions/ Deductions/ Impairment/ As at As at Provided Deductions/ As at As at As at Description 01.04.2016 Adjustments Adjustments Reversal 31.03.2017 01.04.2016 during the Adjustments 31.03.2017 31.03.2017 31.03.2016 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 43 - - 43 2 -

Total (A+B) 56,097 553 504 - 56,146 39,805 4,323 325 43,803 12,343 16,292

Previous Year 55,188 911 2 - 56,097 34,166 5,630 9 39,805 16,292 -

Fixed Assets -Intangible (` in '000')

Non-Current Maturities Current Maturities Particulars As at As at As at As at 31.03.2017 31.03.2016 31.03.2017 31.03.2016

Note - 4: Long Term Borrowings

Term Loans

From Bank (Secured):

Vehicle Loan (Refer Additional Information below) - - - 134


Vehicle Loan (Refer Additional Information below) - - - 106

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) - - - (241)

- - -

(` in '000')

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 ` 2451 (in '000') (Previous Year : ` 3137 (in '000')) is adjusted against revaluation reserve and balance is charged to Statement of Profit and Loss in respect of KJMC Credit Marketing Limited.


(` in '000')

Sr Particulars Face Value As at 31.03.2017 As at 31.03.2016 No. (`) Qty (Nos) Amount Qty (Nos) Amount

Note - 10 : Non-Current Investments Non-Trade -Quoted Investment in Equity Shares 1 Adani Transmission Ltd 10 28,905 1,010 12,693 394 2 Avenue Supermarket Ltd 10 207 124 - - 3 Bajaj Finance Ltd. 2 970 541 97 486 4 BSE India Limited. 2 18,491 14,793 - - 5 Cera Sanitaryware Ltd. 5 62 131 62 123 6 Cromption Greaves Ltd. 2 7,693 474 - 7 Ess Dee Aluminium Ltd 10 15,000 642 - - 8 Entertainment Network India ltd 187 160 - - 9 Federal Mogul Goetze Ltd. 10 4,675 1,745 12,682 2,718 10 Federal Bank Ltd 10 19,663 1,303 - - 11 Genesys Internation Corporation Ltd 5 3,783 267 - - 12 HDFC Bank Ltd. 2 473 527 473 497 13 Hindustan Construction Ltd 2 40,793 1,573 - - 14 IIFL Holding Ltd 3,902 1,057 - - 15 Infosys Ltd. 10 - - 224 248 16 Indiabulls Housing Finance Ltd 10 - - 7,500 4,880 17 Inox Leisure Ltd 10 5,998 1,496 14,000 3,351 18 Just Dial Ltd. 10 - - 110 103 19 KJMC Financial Services Ltd. 10 1,195,000 28,213 1,000,000 22,159 20 Kotak Mahindra Bank 2 10 8 - 21 Lloyed Electric Ltd 10 4,000 1,282 7,250 2,231 22 Maruti Suzuki India Ltd. 5 225 1,060 225 1,000 23 Muthoot Finance Ltd 10 6,250 1,229 12,500 2,361 24 Prism Cement Ltd 10 14,831 1,106 14,831 1,062 25 Poly Medicure Ltd. 5 54,520 10,565 10,049 2,211 26 Quick Heal Technologies Ltd 10 2,750 659 553 178 27 Reliance Industries Ltd. 10 - - 620 523 28 Roto Pumps Ltd 10 17,177 481 31,824 892 29 Shree Ram Urban Infrastructure Ltd. 10 28,423 2,227 24,016 1,957 30 Soma Paper Industries Ltd. 10 200 0 200 0 31 Somany Ceramics Ltd 10 1,575 604 1,575 604 32 SRF Ltd. 10 - - 1,500 1,727 33 Suzlon Energy Ltd. 2 97,500 1,759 20,000 536 34 Titagarh Wagons Ltd 2 12,931 1,917 20,000 2,989 35 Ujjivan Financial Services Ltd. 10 422 132 - - 36 United Intractive Ltd. 10 11,600 369 11,600 369 Total (a) 1,598,216 77,455 1,204,584 53,599 1 Investment in Bonds Investment in Tax free bonds 1,000 4,000 4,000 4,000 4,000 ( Indian Railway Finance Corporation Ltd) Total (b) 4,000 4,000 4,000 4,000 Total [ A ](a+b) 1,602,216 81,455 1,208,584 57,599 In Other Companies 1 Bhubneswer Stock Exchange Ltd. 1 20,000 20 20,000 20 2 BSE India Limited. 2 - - 46,982 18,793 3 Neelanchal Technologies Ltd. 10 1,500 2 1,500 2 4 KJMC Platinum Builders Pvt Ltd 10 6,300 1,129 36,300 6,507 5 Port City Infrastructure Development (India) Ltd 10 14,685 - 14,685 6 Prime Pictures Pvt. Ltd. 10 25,000 0 25,000 0 7 KJMC Realty Pvt. Ltd. 10 200 942 - 8 Shree Vindhya Paper Mills Ltd. 10 33,639 - 33,639 - 9 Vishnu Vijay Packaging Ltd. 10 30,000 - 30,000 - 10 Omnipresent Retail India Private Ltd. 10 - - - - TOTAL [B] 131,324 2,093 208,106 25,321 Non-Trade -Unquoted Investment in Preference Shares 1 0% Compulsorily Convertible Preference Shares of KJMC Financial Services Ltd. - - 19,500 4,875 2 2.50% Non Convertible Cumulative Redemable Preference shares of Maximus Advisory Services Pvt Ltd. 100 115,000 11,500 115,000 11,500 TOTAL [C] 115,000 11,500 134,500 16,375 TOTAL (A+B+C) 1,848,540 95,048 1,551,190 99,296 Aggregate amount of quoted Investment 81,455 57,599 Aggregate Market Value of quoted Investment 108,352 44,505 Aggregate amount of unquoted Investment 13,593 41,696 Aggregate provision for diminution in value of investments - -


40


Note - 11: Deferred Taxation

Deferred Tax Asset

Provision for Gratuity 260 189

Unabsorbed Business Losses/Depreciation 3,582 3,729

Fixed Asset 1,325 1,337

Long Term Capital Loss 6,512 6,512

Deferred tax Asset 11,679 11,767

Deferred Tax Liability

Fixed Assets 252 387

Deferred Tax Liabilities 252 387

Deferred Tax Asset/ (Liability) -Net 11,427 11,380

Note - 12: Long Term Loans and Advances


Unsecured, considered good - 113

Security Deposit to Related parties


Security Deposit to others


Advance Income Tax 14,384 18,628

Less: Provision for Taxation (5,360) (6,291)

MAT credit Entitlement 5,928 5,737

Other loans and advances

Unsecured, considered good 137 11,479

48,822 53,020

Note - 13: Other Non-current Assets

Deposits with maturity more than 12 months (Refer Note - 16) 39,874 37,374

Interest Accrued - -

39,874 37,374

41

(` in '000')

Particulars FV As at 31.03.2017 As at 31.03.2016 (`) Qty (Nos) Amount Qty (Nos) Amount

Note - 14: Current Investments

Non Trade-Quoted

Investment in Equity Shares

Port City Infrastructure Development (I) Ltd 10 133,269 - 133,269 830

Total (A) - 830

Non- Trade-Quoted

Investment in Mutual funds

SBI Premier Liquid Fund 2,553.224 15,000 927.116 2,200

HDFC Liquid Fund - 301.840 900

Kotak Liquid Regular Plan Growth 152.500 500 - -

TOTAL (B) 15,500 3,100

Grand Total (A+B) 15,500 3,930

(` in '000')


Note - 15:-Trade Receivables

Debts Outstanding for a period of six months - 1,112

Unsecured, considered good

Considered Doubtful 1,000

Less:- Provision for Doubtful Debts (250)

Total [A] 750 1,112

Others

Unsecured

Considered Good 9,094 1,563

Considered Doubtful - -

Total [B] 9,094 1,563

Total [A+B] 9,844 2,675

Note - 16: Cash & Cash Equivalents

Cash in Hand 282 1,264

Balance with Banks

- On Current Accounts 2,353 2,300

2,635 3,564

Other Bank Balances

- On Deposit Accounts

With more than 12 month's maturity 39,874 37,374

Amount disclosed under the head “Other Non Current Assets" (39,874) (37,374)

(Refer Note - 13)

2,635 3,564

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

Unsecured, considered good (0) -

Others

Deposit/Balances with Service Tax Dept & dues from Government 74 6

Other Loans & Advances 554 1,236

17,924 16,676

Note - 18: Revenue from Operations

Sale of Services 21,796 11,695

Brokerage Income (Net) 20,316 20,704

Profit on Sale of Investments 16,654 13,476

Interest Income 4,047 3,575

62,812 49,450

Note - 19: Other Income

Dividend Income 1,586 2,210

Interest Income _Others 1,164 931

Rent Income 495 660

Infrastructural Support Services Income 1,251 489

Others 236 545

4,732 4,835

Note - 20: Employee Benefit Expense

Salaries and Wages 20,347 17,610

Contribution/Provision to Provident and other Funds 742 790

Staff Welfare Expenses 457 483

21,547 18,883

(` in '000')


Particulars For Year For Year Ended Ended 31.03.2017 31.03.2016

Note - 21: Finance costs

Interest to Bank 499 355

Interest to Others 43 27

Other Financial Charges 342 250

885 632

Note - 9: Depreciation and amortisation Expenses

Depreciation A/c. 4,323 5,630

Less : Adjusted with Revaluation Reserve 2,450 3,137

1,873 2493

Note - 22: Other expenses

Advertisement 49 63

Auditors Remuneration (for break up refer below) 312 298

Business Promotion Expenses 572 762

Electricity expenses 584 991

Insurance Charges 225 226

Legal Expenses 5,270 2,091

Motor Car Expenses 565 770

Professional fees 6,298 5,631

(` in '000')(` in '000')

Particulars For Year For Year Ended Ended 31.03.2017 31.03.2016

Miscellaneous expenses 1,430 1,270

Rent & Other Infrastructural Support Service 3,127 3,474

Office Maintenance & Utility Expenses - - Building - -

- Office 2,327 2,691

Subscription and membership fees 1,032 2,149

Sub-brokerage expenses 1,409 1,892

Stoack Exchange & Other Allied Expenses 1,694 3,433

Printing & Stationery Expenses 632 675

Travelling & Conveyance Expenses 3,118 3,863

Advance W/off 11,342 5

Dead Investment Written Off 830 503

ROC/BSE Filling Charges 247 269

41,063 31,056

Statutory Auditor's Remuneration

Audit Fees 150 150

For Taxation matters 50 50

For Other Services/Limited Review 89 78

Reimbursement of Expenses 24 20

312 298

(` in '000')(` in '000')


23. Contingent Liabilities not provided for:

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) In case of KJMC Corporate Advisors (I) Ltd., there is income tax demand of ̀ 301 (in ‘000’) in respect of income tax for Assessment Year 2013-14 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.

24. Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advances) ̀ NIL (Previous Year ̀ NIL )

(` '000's)

FY2016-17 FY2015-16

25. (i) Expenditure in Foreign Currency 308 1,256

(ii) Earnings in Foreign Currency 850 4,448

26. Related party disclosures under Accounting Standard 18:

List of related parties

(a) Parties where control exists

Sr. No. Name of Subsidiary Country of Incorporation Ownership Interest

31.03.2017 31.03.2016

1 KJMC Capital Market Services Ltd India 100% 100%

2 KJMC Commodities Market India Ltd India 100% 100%

3 KJMC Shares and Securities Ltd India 100% 100%

4 KJMC Credit Marketing Ltd India 100% 100%

(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


42

43

(d) Enterprises over which key management personnel/relatives are able to exercise

Significant Influence:


KJMC Assets Management Company Limited

KJMC Investment Trust Company Limited

Puja Trades & Investments Private Limited

Prathamesh Enterprises 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)

KJMC Investment Company (Firm)

(e) Associates


Transactions during the year with related parties (` in 000's)

Sr. No. Nature of Transactions with related parties Associates Key Management Personnel and Enterprises over which key Relatives of Key Management management Personnel personnel/relatives are able to exercise significant influence

31.03.2017 31.03.2016 31.03.2017 31.03.2016 31.03.2017 31.03.20161 Professional Fees Paid

Khandelwal Jain & Co0mpany - - - - - 506

2 Professional fees Received

Khandelwal Jain & Company - - - - 1000 1000

KJMC Asset Management Co Ltd - - - - 150 -

3 Director’s Remuneration

Girish Jain - - 3424 2,096 - -

4 Deposit Received(Director Recommendation)

I.C. Jain - - - 100 - -

5 Deposit Repay (Director Recommendation)

I.C. Jain - - - 100 - -

6 Security Deposit Received Back / Paid

Puja Trades & Investments Pvt Ltd (Received) - - - - - 3,500

KJMC Financial Services Limited (Received) 1500 2000 - - - -

Rajnesh Jain (Paid) - - - 1500 - -

Rajnesh Jain (Received) - - - 162 - -

Inderchand Jain (Paid) - - 9000 - - -

Shraddha Jain (Received) - - - 162 - -

7 Rent Received

Prathamesh Enterprises Private Limited - - - - 495 660

KJMC Financial Services Limited 256 274 - - - -

8 Rent Paid



Rajnesh Jain - - - 120 - -

Pankaj Jain - - - 126 - -

9 Reimbursement of Expenses received

KJMC Financial Services Limited 1,007 235 - - - -

KJMC Asset Management Company Limited - - - - 3 2

KJMC Investment Trust Company Limited - - - - - 4


Prathamesh Enterprises Pvt. Ltd - - - - 3 -

Khandelwal Jain & Company - - - - 34 -

10 Reimbursement of Expenses Paid


11 Brokerage Commission & Income Earned

Inderchand Jain - - 2 40 - -

Inderchand Jain (HUF) - - 40 - - -

Chanddevi Jain - - 1 25 - -



Sr. No. Nature of Transactions with related parties Associates Key Management Personnel and Enterprises over which key Relatives of Key Management management Personnel personnel/relatives are able to exercise significant influence

31.03.2017 31.03.2016 31.03.2017 31.03.2016 31.03.2017 31.03.2016

Archana jain - - 14 21 - -

Aditi Jain - - 3 1 - -

Girish I Jain (HUF) - - 2 3 - -

Pankaj Jain - - 3 - - -

Prathmesh Enterprises Pvt ltd - - - - 80 45



KJMC Platinum Builders Pvt Ltd - - - - - 450

KJMC Investment Company - - - - 8 3

12 Board Meeting Fees

I.C.Jain - - 20 28 - -


Shraddha Jain - - 16 28 - -

13 Net Receivable

Puja Trades & Investments Pvt Ltd - - - - 3,000 3,000

KJMC Financial Services Ltd 11,500 10,000 - - - -

Pankaj Jain - - - 125 - -

Rajnesh Jain - - 1500 1500 - -

Inderchand Jain - - 9000 - - -

Hemant Soni (Loan Against Salary) - - 402 730 - -

Vinit Kedia (Loan Against Salary) - - 97 194 - -

Managerial Remuneration is calculated as per schedule V of the company Act, 2013

(a) Profit/(Loss) after Tax ( ` 000’s) 3402 3088

(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) 1.08 0.98

(e) Earnings per Share (Diluted) 1.08 0.98

Particulars 31.03.2017 31.03.2016

27. Earnings per Share:

28. 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.

29. 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.

30. 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 Amount As % of consolidated Amount net assets profit or loss

1 2 3 4 5

Parent : KJMC Corporate Advisors (India) Ltd 84.17% 215,247 15.43 525

Subsidiaries -

Indian

1. KJMC Capital Market Services Ltd. 52.19% 133,470 17.96 611

2. KJMC Commodities Market India Ltd 1.22% 3,112 3.03 103

3. KJMC Shares and Securities Ltd 11.86% 30,328 46.68 1,588

4. KJMC Credit Marketing Ltd 2.35% 6,015 (17.76) (604)

Minority interest in all subsidiaries - - - -

Associates - - - -(Investment as per the equity method ) –

KJMC Financial Services Ltd - - 34.66 1,179

Joint Ventures - - - -


44

45

31. (a) As per MCA notification dated 30.03.2017, the disclosure with regards to the details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30thDecember, 2016 is as under:-

SBNs Other denomination notes Total

Closing cash in hand as on 08.11.2016 12,73,000 1,28,324 14,01,324

(+) Permitted receipts - 1,95,500 1,95,500

(-) Permitted payments - 2,06,474 2,06,474

(-) Amount deposited in Banks 12,73,000 - 12,73,000

Closing cash in hand as on 30.12.2016 - 1,17,350 1,17,350

31. (b)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.

(` )



(To be handed over at the entrance of the Meeting Hall) th19 Annual General Meeting - September 23, 2017

I hereby record my presence at the 19TH ANNUAL GENERAL MEETING of the company held on Saturday, September 23, 2017 at 10.00 a.m. at S.K. Somani Memorial Hall, Hindi Vidya Bhawan, 79 - Marine Drive, “F” Road, Mumbai - 400 020.

KJMC CORPORATE ADVISORS (INDIA) LIMITEDRegistered Office : 162, Atlanta, 16th Floor, Nariman Point, Mumbai - 400 021.

ATTENDANCE

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

CIN : L67120MH1998PLC113888

Name of the Company : KJMC CORPORATE ADVISORS (INDIA) LIMITED

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 : _____________________________ Address : ____________________________________

Email Id : _____________________________ Signature : ____________________________________ or failing him

(2) Name : _____________________________ Address : ____________________________________

Email Id : _____________________________ Signature : ____________________________________ or failing him

(3) 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 19th Annual General Meeting of the Company, to be held on Saturday, September 23, 2017 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:

Signed this _______ day of _________ 2017

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.

KJMC CORPORATE ADVISORS (INDIA) LIMITEDRegistered Office : 162, Atlanta, 16th Floor,

Nariman Point, Mumbai - 400 021.

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]

Tel.No.: 022-4094 5500. Email : [email protected]

AffixRupee.1Revenue

Stamp

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 18, 2017, so that the answers/details can be kept ready at the Annual General Meeting.

Adoptions of Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon.

Re-appointment of Mr. Rajnesh Jain (DIN: 00151988), 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.

Adoption of new set of Articles of Association

ADVICE�MATTERS

If�Un-delivered�Please�Return�To:

KJMC CORPORATE ADVISORS (INDIA) LIMITEDRegistered�Office:�162,�Atlanta,�16th�Floor,Nariman�Point,�Mumbai�–�400�021.Tel�:�91-22-22832350,�22885201,�4094�5500Fax�:�91-22-22852892Email�:�[email protected],�Website�:�www.kjmc.com

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