kjmc corporate annual report2016 - Moneycontrol

KJMC CORPORATE ADVISORS (INDIA) LIMITED

ADVICE MATTERS

18thAnnual Report2015 - 2016

18TH ANNUAL REPORT 2015-2016

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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 Limited

Union Bank of India

REGISTRAR & TRANSFER AGENT Bigshare Services Pvt. Ltd.,E-2 & 3, Ansa Industrial Estate,Saki Vihar Road, Saki Naka,Andheri (East), Mumbai - 400072.Tel.No.022-4043 0200, Fax No. 022-28475207,E-mail id: [email protected] 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

18th ANNUAL GENERAL MEETING

Date : Saturday, September 10, 2016

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………………………………….................... 6

Management Discussion & Analysis…………….................. 14

Report on Corporate Governance……………….................. 15

Auditors' Report (Standalone)…………………….................. 20

Balance Sheet………………………………………................ 23

Profit & Loss Account………………………………................. 24

Cash Flow Statement………………………………................. 25

Notes to Financial Statement………………………................ 26

Auditors Report (Consolidated)…………………..................... 35

Consolidated Accounts…………………………….................... 38

GROUP BRANCH OFFICE New Delhi221, Hans Bhavan,Bahadur Shah Zafar Marg,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


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N O T I C E

Notice is hereby given that the Eighteenth Annual General Meeting of the Members of KJMC Corporate Advisors (India) Limited will be held on Saturday, September 10, 2016 at 10.00 a.m. at S. K. Somani Memorial Hall, Hindi Vidya Bhawan, 79 - Marine Drive, “F” Road, Mumbai - 400 020 to transact the following business:-

ORDINARY BUSINESS: -

1. To receive, consider and adopt:

a. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2016 together with the Reports of the Board of Directors and the Auditors thereon; and

b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2016 together with the Report of the Auditors thereon.

2. To appoint a Director in place of Mr. Inderchand Jain (DIN: 00178901), who retires by rotation and being eligible, offers himself for re-appointment.

3. Ratification of Appointment of Auditors

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED that pursuant to the provisions of Section 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Company hereby ratifies the appointment of M/s. K. S. Aiyar & Co., Chartered Accountants (Firm Registration No. 100186W), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the 19th AGM of the Company to be held in the year 2017 to examine and audit the accounts of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

SPECIAL BUSINESS:

4. Re-appointment of Mr. Girish Jain (DIN: 00151673) as a Whole Time Director of the Company:

To consider and if thought fit, to pass with or without modifications, the following Resolution as a Special Resolution:

“RESOLVED THAT on considering the recommendation of Nomination and Remuneration Committee and with the approval of the Board of Directors and in accordance with the provisions of Sections 196, 197, 198, 203 read with Schedule -V and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of the members of the Company, be and is hereby accorded for the re-appointment and terms of remuneration payable to, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of appointment of Mr. Girish Jain, as Whole Time Director of the Company, liable to retire by rotation, for a period of Three Years (3), with effect from April 1, 2016 to March 31, 2019, on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this meeting, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said appointment and / or remuneration as it may deem fit, without any further approval of the members of the Company and subject to the same not exceeding the limits specified under Schedule “V” to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required in order to give effect to the aforesaid resolution.”

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

HEMANT SONIPlace: Mumbai Company Secretary andDate: August 10, 2016 Compliance OfficerRegistered Office:162, Atlanta, 16th Floor, Nariman Point,Mumbai-400021, India.CIN: L67120MH1998PLC113888

NOTES:

1. The relative Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 (“Act”) setting out material facts with respect to the special business set out at item 4 in the Notice is annexed.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMECEMENT OF THE MEETING. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies, societies, etc. must be supported by an appropriate resolution/authority letter as applicable.

3. Members / proxies should bring the duly filled Attendance Slip enclosed herewith to attend the meeting.

4. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified true copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

5. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.

6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

7. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

8. The Register of Members and Share Transfer Books will remain closed from Wednesday, September 07, 2016 to Saturday, September 10, 2016 (both days inclusive) for the purpose of AGM.

9. Members whose shareholding is in the electronic mode are requested to direct change of correspondence address, e-mail id and updates of savings bank account details to their respective Depository Participant(s).

10. Members are requested to address all correspondence to the Registrar and Share Transfer Agents, Bigshare Services Pvt. Ltd., E-2 & 3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai– 400072, Tel.No.022-40430200, Fax No. 022-28475207, Mail id: [email protected]

11. Members wishing to claim unclaimed interim dividend declared on August 12, 2013, are requested to correspond with registrar and shares transfer agent of the Company M/s Bigshare Services Pvt. Ltd. or Compliance Officer/Company Secretary, at the Company's registered office. Members are requested to note that dividends not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account as per Section 124 of the Companies Act, 2013, be transferred to the Investor Education and Protection Fund. The details regarding unpaid and unclaimed amounts lying with company are available on the

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appointment/re-appointment.

(i) Information of Mr. Inderchand Jain

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

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website under “Investor Center” section on the Website of the Company viz. www.kjmc.com.

12. To support the 'Green Initiative' Members who have not registered their e-mail addresses are requested to register the same with Bigshare Services Pvt. Ltd., / Depositories.

13. Copies of the Annual Report, 2016 and instructions for e-voting along with the Attendance Slip and Proxy Form is being sent by electronic mode to all members whose email addresses are registered with the Company / Depository Participant(s) unless a member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode.

14. Members may also note that the Notice of the 18th AGM, Attendance Slip, Proxy Form, Route Map, Ballot paper and the Annual Report, 2016 will be available on the Company's website, www.kjmc.com. The physical copies of the aforesaid documents will also be available at the Company's registered office for inspection during normal business hours on working days. Members who require communication in physical form in addition to e-communication, or have any other queries, may write to us at: [email protected].

15. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form shall submit their PAN details to the Company/RTI of the Company.

16. All documents referred to in the Notice will be available for inspection at the Company's registered office during normal business hours on working days up to the date of the AGM.

17. The scrutinizer shall, within a period not exceeding three (3) working days from the conclusion of the e-voting period, unlock the votes in the presence of at least two (2) witnesses, not in the employment of the Company and make a scrutinizer's report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

18. Please note that the members who have exercised their right to vote by electronic means shall not be eligible to vote by way of poll at the meeting. The poll process shall be conducted and scrutinized and report thereon will be prepared in accordance with section 109 of the Companies Act, 2013 read with the relevant Rules.

19. The Company has appointed M/s S. S. Rauthan & Associates, Practicing Company Secretaries as a scrutinizer for conducting the remote e-voting and polling process at the Annual General Meeting in a fair and transparent manner.

20. Subject to the receipt of sufficient votes, the resolution shall be deemed to be passed at the 18th Annual General Meeting of the Company scheduled to be held on Saturday, September 10, 2016. The results along with the scrutinizer's report shall be placed on the Company's website www.kjmc.com, within two days of the passing of the resolutions at the 18th Annual General Meeting of the Company and shall also be communicated to the stock exchanges.

21. The route map showing directions to reach the venue of the 18th AGM is annexed.

22. Additional information pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Directors seeking appointment / re appointment at the AGM are furnished below. The Directors have furnished the requisite consents / declarations for their


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, 2016

Disclosure of relationships between directors inter-se

Mr. Inderchand Jain, Director

00178901

November 07, 1939

B. Com, FCA

He is having over five decades of experience in Income tax counseling, Corporate Finance, Merchant Banking and Company Audit as a practicing Chartered Accountant.

March 09, 1998

998250

Sr.No.

Name & Designation of Director

Relationship

1. Mr. Rajnesh Jain, Director

Son of Mr. Inder chand Jain

2. Mr. Girish Jain, Whole Time Director

Son of Mr. Inder chand Jain

3. Mrs. ShraddhaJain Son’s wife

Name of the Company

KJMC Financial Services Limited (Listed Company)

KJMC Investment Trust Company Limited

KJMC Trading & Agency Limited

KJMC CommoditiesMarket India Limited

KJMC Realty Private Limited

KJMC e.Business Ventures Pvt. Ltd

Prathamesh Enterprises Pvt. Limited

Committee Chairmanship/Membership

Chairman - Share Transfer and stakeholders Relationship Committee.

Chairman – Credit & Investment Committee.

Member - Audit Committee

–

–

–

–

–

–


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23. In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rules 20 of the Companies (Management and Administration) Rules, 2014 as substituted by the Companies (Management and Administration) Amendment Rules, 2015, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, the company is providing to its members the facility to cast their vote electronically from a place other than venue of the AGM (”remote e-voting”) as an alternate to all the members of the company to enable them to cast their votes electronically instead of voting at the AGM.

THE PROCEDURE AND INSTRUCTIONS FOR REMOTE E-VOTING ARE AS UNDER:-

(i) The remote e-voting period begins from September 06, 2016 (10:00 a.m.) and ends on September 09, 2016 (05.00 p.m.). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date September 03, 2016, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the date of AGM would not be entitled to vote at the meeting venue.

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

(iv) Now click on “Shareholders” tab.

(v) 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.

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

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

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

(ii) Information of Mr. Girish Jain :

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

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Name & Designation

Director Identification Number (DIN)

Date of Birth

Qualifications

Expertise in specific functional area

Director of the Company since

Shareholding in the Company

Disclosure of relationships between directors inter-se

Mr. Girish Jain, Whole Time Director

00151673

May 07, 1971

B.E. (Electronics), PGDBM (Finance)

He is having over 18 years experience in corporate finance, fund raising through loan syndication, asset management, merchant banking, financial restructuring, stock broking, distribution of financial products.

March 09, 1998

100518

Sr.No.

Name & Designation of Director

Relationship

1. Mr. InderchandJain

Father of Mr. Girish Jain

2. Mr. Rajnesh Jain,Director

Brother of Mr. Girish Jain

3. Mrs. Shraddha Jain Brother'swife

Name of the Company

KJMC Financial Services Limited (Listed Company)

KJMC Capital Market Services Limited

KJMC Asset Management Company Limited

KJMC Shares & Securities Limited

KJMC Commodities Market India Limited

KJMC Credit Marketing Limited

KJMC Trading & Agency Limited

KJMC Platinum Builders Private Limited

Committee Chairmanship /Membership

Member - Share Transfer and stakeholders Relationship Committee.

Member – Credit & Investment Committee.

Member- Nomination and Remuneration Committee

-

Member - Audit Committee.Member - Nomination and Remuneration Committee.

-

–

–

–

–

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 folio number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 1 then enter RA00000001 in the PAN field.

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)


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

(x) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

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

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

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

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

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

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

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

(xix) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The 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 on or after 30th June 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xx) 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 [email protected].

• After receiving the login details compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the

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Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@ cdslindia.com.

In case of members receiving the physical copy:

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

(B) The voting period begins on September 06, 2016 (10:00 a.m.) and ends on September 09, 2016 (05.00 p.m.). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date September 03, 2016, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com u n d e r h e l p s e c t i o n o r w r i t e a n e m a i l t o [email protected].

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

ITEM NO. 4

Mr. Girish Jain’s tenure as whole time Director of the Company ended on March 31, 2016, The Nomination and Remuneration Committee considered the re-appointment of Mr. Girish Jain (DIN: 00151673), as a Whole Time Director and also reviewed the terms and conditions including remuneration payable to him for the extended period at their meeting held on March 19, 2016 and on further reviewed the remuneration at its meeting on May 06, 2016 and recommended his re-appointment with revised terms and conditions and remuneration payable to him for the renewed period of three years.

The Board at their meeting held on March 29, 2016 and further on May 19, 2016 considered the recommendation of the Nomination and Remuneration Committee and approved the re-appointment of Mr. Girish Jain as Whole-time Director of the Company at a revised remuneration as recommended by the Nomination and Remuneration Committee for a further period of three years with effect from April 1, 2016 to March 31, 2019, subject to the approval of the members at the ensuing Annual General Meeting by way of Special Resolution.

The material terms of remuneration payable to Mr. Girish Jain are as under:

1. Basic Salary:

Rs. 2,00,000/- (Rupees Two Lakhs only) per month with such increases as may be decided by the Board of Directors (which includes any Committee thereof) from time to time.

2. Perquisites and allowances:

In addition to the Salary, the following perquisites, allowances shall be allowed:

(i) Reimbursement of medical expenses incurred for self and family in India or abroad, including hospitalization, nursing home and surgical charges and in case of medical treatment abroad, the air-fare, boarding/lodging for patient and attendant.

(ii) Reimbursement of actual traveling expenses in India or Abroad for proceeding on leave twice in a block of four years in respect of himself and family.

(iii) Reimbursement of membership fees for clubs in India or abroad, including any admission / life membership fees.

(iv) Mediclaim and Life insurance policy for himself and family.

(v) Key man insurance policy.

(vi) Cost of insurance cover against the risk of any financial liability or loss because of any error of judgment, as may be



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approved by the Board of Directors from time to time.

(vii) Reimbursement of entertainment expenses incurred in the course of business of the company.

(viii) Reimbursement of educational expenses including hostel charges etc. for maximum of two children's in India or outside India.

(ix) Company's contribution to provident fund and superannuation fund to the extent these either singly or put together are not taxable under the Income-tax Act.

(x) Gratuity at the rate of half month's salary for each year of service.

(xi) Leave with full pay as per the rules of the company, with encashment of unavailed leave being allowed.

(xii) Free use of Company's car along with driver for Company's works and Private purpose.

(xiii) Telephone, Mobile, Tele-fax and other communication facilities at company's cost.

(xiv) Rent free accommodation including payment of electricity bill, water charges and all other expenses for the upkeep and maintenance of residence.

(xv) Reimbursement of expenditure incurred towards membership fees for gym, etc.

Subject to any statutory ceiling/s, Mr. Girish Jain may be given any other allowances, perquisites benefits and facilities as the Board of Directors from time to time may decide.

3. Valuation of perquisites:

Perquisites / Allowances shall be valued as per Income-tax rules, wherever applicable, and in the absence of any such rules, shall be valued at actual cost.

4. Other terms:

a) No sitting fees shall be paid to Mr. Girish Jain for attending the meetings of the Board of Directors or any Committee thereof, during his tenure as 'Whole Time Director' of the Company.

b) Compensation for loss of office before the expiry of the terms of office would be payable to him as per the provisions of the Companies Act, 2013.

5. Minimum Remuneration:

The aforesaid remuneration in any one financial year shall not exceed the limits prescribed under Section 197 and other applicable provisions of the Companies Act, 2013 read with Schedule V to the said Act as may, for the time being in force. Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of tenure of the Whole Time Director, the Company has no profits or its profits are inadequate, the Company may pay remuneration by way of Salary, Perquisites and Allowances not exceeding the maximum limits laid down in Section II of Part II of Schedule V of the Companies Act, 2013, as may be agreed to the Board of Directors of the Company and Mr. Girish Jain.

Information required to be given to members as per Schedule V of the Companies Act, 2013:

1.

2.

3.

Nature of Industry

Expected date of commencement of commercial production

In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

Corporate Advisory Services (Merchant Banker)

Not applicable

Not applicable

Information about the appointee

1.

2.

3.

Background details

Past remuneration

Job profile

Mr. Girish Jain is B.E. (Electronic) and PGDBM (Finance) having vast experience in Corporate Finance, Merchant Banking and Capital Market and is in charge of the overall management of your Company subject to supervision and control of the Board of Directors of the Company. He is a promoter of the Company .

He is also a Whole Time Director of KJMC Capital Market Services Limited, Wholly Owned Subsidiary of KJMC Corporate Advisors (India) Limited.

Remuneration of Mr. Girish Jain for the FY 2015-16 are as under:

Mr. Girish Jain shall, subject to the directions, supervision and control of the Board of Directors of the Company, shall manage and conducts the business and affairs of your Company.

BasicSalary

Perquisites

KJMC Corporate Advisors (India) Limited

Rs. 1,53,000/- per month

Actual

KJMC Capital Market Services Limited

Rs. 1,50,000/- per month

Actual

4.

5.

Financial performance based on given indicators

Foreign Investments or collaborators, if any

As per the Audited Accounts of the Company for the following financial year ended March 31, 2016

(` in '000)

Not applicable

Particulars

Total Revenue

Profit Before Tax

Profit for the period

For the year ended March 31, 2016

22,862

407

403

For the year ended March 31, 2015

27,293

2,335

2,505


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Other information:

Mr. Girish Jain himself and his relatives viz. Mr. Inderchand Jain, Mr. Rajnesh Jain and Mrs. Shraddha Jain are concerned or interested in this Resolution.

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

HEMANT SONIPlace: Mumbai Company Secretary andDate: August 10, 2016 Compliance OfficerRegistered Office:162, Atlanta, 16th Floor, Nariman Point,Mumbai-400021, India.CIN: L67120MH1998PLC113888e-mail: [email protected]

DIRECTORS REPORTDear Members,


The Directors submit Annual Report of KJMC Corporate Advisors (India) Limited (the “Company” or “KCAL”) along with the Audited Financial Statements for the Financial Year (FY) ended March 31, 2016. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The summarised Financial Results of the Company for the Financial Year ended March 31, 2016 are presented below:

(` in “000”)

PERFORMANCE REVIEW

STANDALONE

The Company achieved total revenue during the year under review was ` 228.62 Lakhs as compared to ̀ 272.93 Lakhs in the previous year. The Profit after tax for the year was ` 4.03 Lakhs as compared to ` 25.05 Lakhs in the previous year.

CONSOLIDATED

The Company achieved total revenue of ` 542.85 Lakhs as compared to ` 581.08 Lakhs in the previous year. The Profit after tax was ̀ 30.88 Lakhs as compared to ̀ 71.99 Lakhs in the previous year.

DIVIDEND

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

SHARE CAPITAL

The Paid-up Equity Share Capital as on March31, 2016 was ` 313.64 Lakhs comprising of 31,36,440 Equity Shares of ̀ 10 each. There was no change in the Company's Share Capital during the year under review.

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Year Particulars Ended Ended Ended Ended

March 31, March 31, March 31, March 31,2016 2015 2016 2015

Standalone Consolidated

Total Revenue 22,862 27,293 54,285 58,108

Total Expenditure 22,455 24,958 53,064 54,196

Profit/(Loss) Before Tax 407 2,335 1,221 3,912

Provision for Tax

- Current Tax Nil Nil 7 131

- Deferred Tax 4 (1,472) (449) (4,593)

- MAT Credit Nil Nil (7) (89)

- Prior Period Taxes Nil 1,302 (9) 1,264

Profit for the Year before Share in Associates' profit / Loss 403 2,505 1,679 7,199

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

Profit/(Loss) for the Year 403 2,505 3,088 7,199

Add : Surplus b/f 32,136 29,915 58,326 51,410

Fixed Assets not having remaining useful life as on 1st April, 2014 Nil (284) Nil (284)

Disposable Profits 32,539 32,136 61,414 58,326

Appropriations Nil Nil Nil Nil

Balance carried forward 32,539 32,136 61,414 58,326

Earnings Per Equity Share:

(1) Basic 0.13 0.80 0.98 2.30

(2) Diluted 0.13 0.80 0.98 2.30

Year Year Year

1.

2.

3.

Reasons for inadequacy of profits

Steps taken or proposed to be taken for improvement

Expected increase in productivity and profits in measurable terms

The company is exposed to specific risks that are peculiar to its business and the environment within which it operates including the economic cycle, market risk, etc. therefore, the profitability of the company varies accordingly.

The Economic Outlook for the Count ry has cons iderab ly improved with the stable Government which is committed to economic reforms and policies to improve ease of doing business as also the process of financial inclusion should go a long way in promoting the business of financial intermediaries. your directors expect better performance of the Company in the coming years.

T h e N o m i n a t i o n a n d Remuneration Committee and the Board are of the opinion that appointment of Mr. Girish Jain as a 'Whole Time Director' would be in the interest of your Company and, therefore, recommend the resolution for your approval.

4.

5.

6.

Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin).

Remuneration proposed

Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.

The Remuneration of Mr. Girish Jain is fully justifiable and comparable to that prevailing in the industry keeping in view the profile of Whole time Director with his enriched knowledge and vast experience. He is looking after and responsible for the whole affairs of the Management of the Company and be accountable to the Board of Directors of the Company.

The proposed Remuneration of the appointee would comprise basic salary, perquisites as mentioned in explanatory statement of item No. 4 of AGM Notice.

Besides the proposed remuneration payable to him, he does not have any other pecuniary relationship with the Company or with managerial personnel.


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7

DIRECTORS & KEY MANEGERIAL PERSONNEL

Mr. Girish Jain’s tenure as Whole Time Director ended on completion of the three year term on March 31, 2016. The Nomination and Remuneration Committee considered the re-appointment of Mr. Girish Jain (DIN: 00151673), as a Whole Time Director and revised remuneration payable to him upon renewal for a further period of three years from April 01, 2016 to March 31, 2019 at their meeting held on March 19, 2016 and May 06, 2016 and recommended the same to the Board. The Board at their meeting held on March 29, 2016 and May 19, 2016 accepted the recommendation of the Nomination and Remuneration Committee and approved the re-appointment for a period of three years from 1st April 2016 to 31st March, 2019 and the revised remuneration payable to Mr. Girish Jain as Whole-time Director in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule “V” and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subject to approval of members in the ensuing Annual General Meeting of the Company.

Necessary resolution is being proposed for the re-appointment and remuneration payable to Mr. Girish Jain on re-appointment for a term of three years in the notice of the ensuing Annual General Meeting for the approval of the members.

According to the Companies Act, 2013, at least two–thirds of the total number of Directors (excluding independent directors) shall be liable to retire by rotation. For this purpose, considering the present composition of the Board, Mr. Inderchand Jain, Director of the Company is liable to retire by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment.

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

During the year under review, Mr. Vinit Kedia, Chartered Accountant has been appointed as a Chief Financial Officer (CFO) of the Company with effect from June 30th 2015, in place of Mr. Lokesh Ranawat, who resigned from the post of Chief Financial Officer with effect from June 30, 2015

NUMBER OF MEETINGS

a. Board Meeting

The Board of Directors met Six (6) times in the financial year. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this 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 this report.

c. Nomination and Remuneration Committee

During the year, Two (2) Nomination and Remuneration Committee Meeting were convened and held. The details pertaining to composition of Nomination and Remuneration Committee and the attendance of the Nomination and Remuneration Committee members are provided in the Corporate Governance Report, which forms part of this report.

d. Share Transfer and Stakeholders Relationship Committee

During the year, Five (5) Share Transfer and Stakeholders Relationship Committee Meetings were convened and held. The details pertaining to composition of Share Transfer and Stakeholders Relationship Committee and the attendance of the Share Transfer and Stakeholders Relationship Committee members are provided in the Corporate Governance Report, which forms part of this report.

e. Credit and Investment Committee

During the year, Four (4) Credit and Investment Committee Meetings were convened and held. The details pertaining to composition of Credit and Investment Committee and the attendance of the Credit and Investment Committee members are provided in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out an annual evalu

corporate governance requirements as prescribed by

At the meeting of the Board all the relevant factors that are material for evaluating the performance of the individual Directors, as

ation of its own performance, pursuant to the provisions of the Companies Act, 2013 and the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

well as the Board Committees were discussed in detail.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the degree of fulfillment of key responsibilities, Board composition and structure, effectiveness of board processes, information and functioning etc.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings, Independent judgement, safeguarding the interest of the Company and that of its minority shareholders. In addition, the Chairman was also evaluated on the key aspects of his role including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

In a separate meeting of Independent Directors, performance of 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.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment, Boards composition and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in detail in the corporate governance report, which forms part of the directors' report.

ADEQUACY OF INTERNAL CONTROL

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

PUBLIC DEPOSITS

The Company has neither invited, nor accepted, any fixed deposit from the public during the year and there was no outstanding deposit due and payable during the financial year ended on March 31, 2016.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. K. S. Aiyar & Co., Mumbai, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Sixteenth Annual General Meeting (AGM) of the Company held on September 27, 2014 till the conclusion of the Twenty First AGM to be held in the year 2019, subject to ratification of their appointment at every AGM.

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

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The Statutory Auditors' Report from M/s K. S. Aiyar & Co., Chartered Accountants and Secretarial Auditors' Report from M/s S. S. Rauthan & Co, a firm of Company Secretaries in practice, (CP No. 3233) have undertaken the Statutory and Secretarial Audit respectively of the Company for the financial year ended March 31, 2016, The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an annexure which forms part of this report.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31, 2016, your Company has Four (4) wholly owned subsidiaries viz., (1) KJMC Capital Market Services Limited, (2) KJMC Credit Marketing Limited, (3) KJMC Shares & Securities Limited (4) KJMC Commodities Market India Limited. There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries during the year under review.

During the year M/s. KJMC Financial Services Limited has become an Associate Company of M/s. KJMC Corporate Advisors (India) Limited.

Pursuant to provisions of Section 129(3) of the Companies Act 2013 read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries and an Associate Company in Form AOC-1 is attached & forms part of this report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.kjmc.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have


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also been placed on the website of the Company, www.kjmc.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office.

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, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c. 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 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2015-16.

CORPORATE GOVERNANCE

Pursuant to regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions are not applicable to your Company as the Company's paid up Equity Share Capital does not exceed of ` 10 Crores and Net Worth does not exceed of ` 25 Crores as on March 31, 2016. However to maintain highest standards of Corporate Governance, a separate section on Corporate Governance, is annexed and forms part of this report.

UPDATE ON LEGAL MATTER

In the matter of professional services rendered to Jammu and Kashmir State Power Development Corporation (Respondent) for syndicating a loan facility from consortium of Banks and Financial Institutions, raised a dispute before the Arbitral Tribunal and made a claim for payment of its outstanding fees by Respondent of Rs. 7,10,00,000/- on account of its fees for the assignment, plus interest and costs. The Arbitral Tribunal had given following award in favour of Company.

A) Due fees and pre award interest

(a) Principal sum (after deducting The advance of Rs. 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.

Jammu and Kashmir State Power Development Corporation (Respondent) had filed appeal and challenged the Arbitral Tribunal award dated July 03, 2012 by filing of petition before the Hon'ble Delhi High Court under section 34 of the Arbitration and Conciliation Act, 1999. The Delhi High Court has passed the judgment on May 09, 2016 and dismissed the appeal filed by respondent against the Arbitral Tribunal award dated July 03, 2012. The Company will take further steps as are necessary for execution of the Award and the order

8


passed by the Hon’ble High court of Delhi.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of your Company as on March 31, 2016 as provided under sub-section 3 of Section 92 of the Companies Act, 2013 in the Form MGT 9 is enclosed and forms part of the Directors' Report.

RELATED PARTY TRANSACTIONS

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

All Related Party Transactions are placed before the Audit Committee and also before the Board for its approval.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed and forms part of the report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

LISTING OF SHARES

The 3136440 Equity Shares of the Company are listed on BSE Limited. The Listing fees upto the financial year 2016-17 has been paid to BSE Limited (BSE).

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below:

(i) 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 0.03

Mr. S.C. Aythora 0.03

Mr. Nitin Kulkarni 0.03

Mrs. Shraddha Jain 0.02

Mr. Rajnesh Jain 0.02

Executive Directors

Mr. Girish Jain 2.27

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, if any, in the financial year;

Name Designation % increase inremuneration in thefinancial year i.e.2015-16

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 -

Mrs. Shraddha Jain Non Executive Director -

Mr. Hemant Soni Company Secretary 21.53

Mr. Vinit Kedia Chief Financial Officer 10.00

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

(iv) The number of permanent employees on the rolls of Company as on March 31, 2016: 7

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in


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9

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 2015-2016 was around 9%. However there was no increase in the salary of Whole Time Director (Managerial Personnel) during the year.

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.

(viii) There are no employees falling within the purview of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no such details, are required to be given.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not applicable. However Company believes in conserving the natural resources and uses CFL and LED Lighting in the office premises which has low energy consumption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company earned ` in foreign currency in the current financial year as compared to ` 37 Lakhs in the previous financial year and incurred expenditure of ` 12.56 Lakhs in the current year as compared to ` 12.51 Lakhs in the previous year.

INSURANCE

The Company's assets have been adequately insured.

RISK MANAGEMENT

The Board has formulated a risk management policy to be implemented and monitored the risk management plan for the Company. The board is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee of the Board has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through an ongoing mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis Report, which forms part of this report

WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

Certificate from Mr. Girish Jain, Whole Time Director and Mr. Vinit Kedia, Chief Financial Officer, as specified in Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the financial year ended March 31, 2016 was placed before the Board of Directors of the Company at its meeting held on May 19, 2016.

ACKNOWLEDGMENTS

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

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

For and on behalf of the Board of Directors

INDERCHAND JAIN

Chairman

Place: Mumbai

Date: August 10, 2016

44.48 Lakhs

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 subsidiary KJMC Shares KJMC Credit KJMC KJMC & Securities Marketing Capital CommoditiesLimited Limited Market Market

Services India Limited Limited

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

March)

Reporting currency and Exchange rate INR INR INR INRin the case of foreign subsidiaries.

Share capital 30020 500 100000 4500

Reserves & surplus (1281) 8569 32859 (1491)

Total assets 29027 15063 137287 3047

Total Liabilities 288 5994 4428 38

Investments 11951 830 34237 Nil

Turnover 1217 325 26675 132

Profit before taxation (62) 10 796 70

Provision for taxation Nil (382) (72) 0

Profit after taxation (62) 392 868 70

Proposed Dividend Nil Nil Nil Nil

% of shareholding 100% 100% 100% 100%

Country India India India India

PART “B”: ASSOCIATES

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

(` in '000”)

Name of Associates KJMC Financial Services Limited

1. Latest audited Balance Sheet Date 31-03-2016

2. Shares of Associate held by the company on the year end

Held by Equity Shares 0% CCPS*

No. Company 8,50,000 10,000

WOS** 1,50,000 9,500

Total 10,00,000 19,500

Extend of Holding % Percentage 22.29 % 65 %

Amount of Investment in Associates (` in ‘000’) 20,750 4,875

3. Description of how there is Company & its wholly owned subsidiary significant influence are holding more than 20% of Equity

shares of KJMC Financial Services Limited, indicating significant influence under AS 23.

4. Reason why the associate is not consolidated NA

5. Networth attributable to Shareholding as per latest audited Balance Sheet 32976

6. Profit / Loss for the year

i. Considered in Consolidation 1409

ii. Not Considered in Consolidation -


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Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on March 31, 2016

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

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 Transfer Agent, if any E-2 & 3, Ansa Industrial Estate,

Saki Vihar Road, Saki Naka, Andheri (East), Mumbai – 400072.

Tel.No. 022-40430200, Fax.No. 022-28475207

E-mail id:[email protected]

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 ApplicableNo of the Company Subsidiary of shares

the Company Section

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 22.29* 2(6)Services Limited

*KJMC Corporate Advisors (India) Limited holds 18.93% and KJMC Share and Securities Ltd, a Wholly Owned Subsidiary, holds 3.36% in the equity shares of KJMC Financial Services Limited.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of No. of Shares held at the beginning No. of Shares held at the end of %Shareholders of the year i.e. 01.04.2015 the year i.e. 31.03.2016 Change

duringthe year

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

A. Promoters

(1) Indian

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

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

10


*CCPS: Compulsory convertible Preference Shares.

**WOS: Wholly Owned Subsidiary Company.

As per our report of even date attached For and on behalf of Board of Directors

For K.S. Aiyar & Co.

Chartered Accountants.

ICAI Firm Registration No. 100186W Inderchand Girish JainJain

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 19, 2016 Dated : May 19, 2016

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 anyrelationship or transactions

including the value, if any

1. Khandelwal Availed based on Appointed for 27.05.2015 NilJain and Co. professional assignment attending Chartered services income tax Accountant, for the client matters for firm (Director the client. is a partner) ` 5,68,025/-

2. Khandelwal Rendering For the Providing 27.05.2015 NilJain and Co. professional period June, advise on Chartered services 2015 to Company and Accountant, March, 2016 Allied Laws on firm (Director a retainership is a partner) basis for a

consideration of `10,00,000/-

For and on behalf of the Board of Directors

KJMC Corporate Advisers (India) Limited

Inderchand Jain

Chairman

Place: Mumbai

Date: August 10, 2016


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11

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

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. 540122 20750 560872 17.88 532748 20750 553498 17.65 (0.23)

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 279031 203917 482948 15.40 286036 203217 489253 15.60 0.20

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 330766 15300 346066 11.03 331735 15300 347035 11.06 0.03

c) Others (specify)

i) Non Resident Indians 510 - 510 0.02 610 - 610 0.02 0.00

ii)Clearing Members - - - - - - - - -

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

Sub-total (B)(2):- 1150779 240217 1390996 44.35 1151479 239517 1390996 44.35 0.00

Total Public Shareholding (B)=(B)(1)+(B)(2) 1150779 312667 1463446 46.66 1151479 311967 1463446 46.66 0.00

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

Grand Total (A+B+C) 2823773 312667 3136440 100 2824473 311967 3136440 100 0.00

(ii) Shareholding of Promoters

Sr. Shareholder’s Share holding at the beginning Share holding at the end % No of the year i.e. 01.04.2015 of the year i.e. 31.03.2016 change

In shareHoldingduringthe 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 tototal totalshares shares

1 Mr. Inder Chand 998250 31.83 0.00 998250 31.83 0.00 0.00Jain

2 I C Jain HUF 220500 7.03 0.00 220500 7.03 0.00 0.00

3 Mrs. Chanddevi 152690 4.87 0.00 152690 4.87 0.00 0.00Jain

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

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

Sr. Shareholder’s Shareholding at the CumulativeNo. Name beginning of the year Shareholding during

the year

No. of % of Total No. of % of TotalShares Shares of Shares Shares of

the Company the Company

1. At the beginning of the

2. Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer /bonus/ sweat equity etc):

3. At the end of the year

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

Sr. Shareholder’s Shareholding at the No.of shares held at the end of given year i.e. 31/03/2016

No. of % of Total No. of % of TotalShares Shares of Shares Shares of

the Company the Company

1 Rajesh Patni 125000 3.99 125000 3.99

2 Frontline Venture Services Private Limited 111370 3.55 111370 3.55

3 Oricon Properties Private Limited 106420 3.39 106420 3.39

4 Ravindra Kala 84060 2.68 84060 2.68

5 Optus Impex (P) Ltd 83350 2.66 83350 2.66

6 TCK Finance And Leasing Pvt Ltd 75000 2.39 75000 2.39

7 Dena Bank 64300 2.05 64300 2.05

8 Usha Kala 60590 1.93 60590 1.93

9 Apex Enterprises (India) Ltd 50000 1.59 50000 1.59

10 Yashodham Merchants Pvt Ltd 27050 0.86 27050 0.86

Name

There is no change in Promoters' Shareholding between

01.04.2015 to 31.03.2016

year

beginning of the yeari.e. 01/04/2015

No. Name


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12


(v) Shareholding of Directors and Key Managerial Personnel:

Sr. Shareholder’s Date Shareholding at CumulativeNo. Name the beginning of Shareholding

the year during the year

No. of % of No. of % ofShares Total Shares Total

Shares Shares of the of the Company Company

1 Mr. Inder Chand 01.04.2015 998250 31.83 998250 31.83Jain 31.03.2016 998250 31.83

2 Mr. Rajnesh Jain 01.04.2015 100518 3.20 100518 3.20

31.03.2016 100518 3.20

3 Mr. Girish Jain 01.04.2015 100518 3.20 100518 3.20

31.03.2016 100518 3.20

4 Mr. Nitin V Kulkarni 01.04.2015 250 0.00 250 0.00

31.03.2016 250 0.00

5 Mr. S. C. Aythora 01.04.2015 350 0.00 350 0.0031.03.2016 350 0.00

V. INDEBTEDNESS

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

(` in '000”)

Secured Unsecured TotalLoans Loans Indebtednessexcludingdeposits

Indebtedness at the beginning of the financial year i.e. 01.04.2015

i)Principal Amount 4265 10000 14265

ii)Interest due but not paid - - -

iii)Interest accrued but not due 3 - 3

Total(i+ii+iii) 4268 10000 14268

Change in Indebtedness during the financial year

•Addition 23122 - 23122

•Reduction (27281) - (27281)

Net Change (4159) - (4159)

Indebtedness at the end of the financial year 31.03.2016

i)Principal Amount 106 10000 10106

ii)Interest due but not paid - - -

iii)Interest accrued but not due 2 - 2

Total(i+ii+iii) 108 10000 10108

VI. REMUNERATION PAID TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration of Whole-time Directors :

Sr. Particulars of Remuneration Mr. Girish Jain TotalNo. (Whole Time Amount

Director)

1. Gross salary

(a) Salary as per provisions contained in section 17(1)of the Income-tax Act, 1961 18,36,001 18,36,001

(b)Value of perquisites u/s 17(2) Income-tax Act,1961 39,600 39,600

(Amount in )`

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

2. Stock Option Nil Nil

3. Sweat Equity Nil Nil

4. Commission Nil Nil

_ as % of profit

_ others, specify…

5. Others - Contribution to provident fund 2,20,320 2,20,320

Total(A) 20,95,921 20,95,921

Ceiling as per section II of part II of schedule “V” of the Companies Act, 2013 60,00,000 p.a.

B. Remuneration Paid to other Directors:

Sr. Particulars of Remuneration Name of Directors Total

No. Amount

1. Independent Directors Mr. S. C. Mr. NitinAythora Kulkarni

• Fee for attending board /committee meetings 30,000 30,000 60,000

• Commission - - - -

• Others, please specify - - - -

Total (1) 30,000 30,000 60,000

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

• Fee for attending board / committee meetings 28,000 22,000 20,000 70,000

• Commission - - - -

• Others, please specify - - - -

Total (2) 28,000 22,000 20,000 70,000

Total (B)=(1+2) 58,000 52,000 20,000 1,30,000

Total Managerial Remuneration - - - -

Overall Ceiling as per the Act Rs. 1 lakh per meeting of the Board or committee thereof.

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

Sr. Particulars of Remuneration Key Managerial PersonnelNo. Vinit Kedia Hemant Soni Total

CFO w.e.f. Company01.07.2015 Secretary

1. Gross salary

(a) Salary as per provisions 6,81,222/- 13,32,016/- 20,13,238/- contained in section 17(1)of

the Income-tax Act,1961

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

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

2. Stock Option Nil Nil Nil

3. Sweat Equity Nil Nil Nil

4. Com mission Nil Nil Nil

_ as % of profit

_ others, specify…

5. Others, please specify Nil Nil Nil

Total 6,81,222/- 13,32,016/- 20,13,238/-

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

There were no penalties, punishment or compounding of offences during the year ended March 31, 2016.

(Amount in )`

(Amount in )`


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SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,


162, 16th Floor, Atlanta,

Nariman Point, Mumbai-400021

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practice by KJMC Corporate Advisors (India) Limited. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's Books, Papers, Minutes Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during audit period covering the financial year ended 31st March, 2016 (“Audit Period”) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2016, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder ;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) During the Audit Period there was no transactions relating to Foreign Direct Investment and Overseas Direct investment and External Commercial Borrowings observed under Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder.

(v) The 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 notified on 28th October, 2014;

e) During the audit period the Company has not issued or allotted any debt securities under the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

g) During the Audit Period the Company has not applied/delisted any Securities under the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

h) During the Audit Period the Company has not bought back any securities under the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

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:

a) Secretarial Standards issued by The Institute of Company Secretaries of India;

b) Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015; and

c) The Listing Agreement entered into by the Company with Bombay Stock Exchange.

We have also examined compliance with the applicable Laws, Act, Rules, Regulations, Guidelines, Standards, etc., complied by KJMC Capital Market Services Limited, KJMC Shares and Securities Limited, KJMC Credit Marketing Limited and KJMC Commodities Market India Limited, the subsidiaries of the Company.

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

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) Regulation 1992 and its amemdment from time to time;

(b) Regulatory Guidelines and Regulations issued by The Securities and Exchange Board of India under SEBI (Stock Brokers and Sub-Brokers) Regulation 1992 and its amendment from time to time (applicable to subsidiaries).

(c) Labour Laws and other incidental laws related to employees appointed by the Company either on its payroll or on contractual basis related to wages, gratuity, provident fund, ESIC, compensation etc.;

We further report that

The Board of Directors of the Company is duly constituted with proper balance of executive Directors, Non-Executive Directors, Woman Director and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the year under report, the Company has not undertaken any event/action having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

For S. S. Rauthan & Associates, Company Secretaries

Surjan Singh RauthanProprietorFCS No.: 4807COP No.: 3233MumbaiDated: 19th May, 2016

13


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14

Project and Corporate activities and growth will take some time to see its impact on the Company's revenue your Company earned the total consolidated revenue of ` 542.85 Lakhs as against 581.08 Lakhs in the previous year. The total consolidated expenditure during the year under review was ` 530.64 Lakhs as against ` 541.96 Lakhs in the previous year. The consolidated Net Profit after tax for the year was ` 30.88 Lakhs as against Net Profit ` 71.99 Lakhs in the previous year. Your directors expect better performance of the Company in the coming years as the Governments spending on infrastructure gathers momentum leading to Corporate funding activity for projects pick up.

Standalone

During the year under review, the total standalone revenue was ` 228.62 Lakhs as against ̀ 272.93 Lakhs in the previous year. The total expenditure during the year under review was ` 224.55 Lakhs as against ` 249.58 Lakhs in the previous year. The Net Profit after tax for the year was ̀ 4.03 Lakhs as against Net Profit ̀ 25.05 Lakhs in the previous year.

3. BUSINESS OUTLOOK:-

As part of the capital market services, your Company has been prominent in 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 has set us apart from the competition.

Your Company has built an enormous reservoir of knowledge and a great understanding of regulatory environment and the investor psychology. Your Company's expertise lies in tailoring an appropriate structure for raising funds for the client and executing it in the best possible way. We advise companies on the best mix for accessing capital markets to achieve their objective of growth and building shareholder value.

4. RISKS AND CONCERNS:-

The Company is exposed to specific risks that are particular to its business and the environment within which it operates including economic cycle, market risks, competition risk, interest rate volatility, human resource risk and execution risk etc. The Company manages these risks by maintaining a conservative financial profile and by following prudent business and risk practices. Being engaged in the business in a highly regulated industry; we are presented with risk containment measures in the very regulations. The company's business could potentially be affected by the following factors:-

· Impact of markets on our revenues and investments, sustainability of the business across cycles;

· Risk that a client will fail to deliver as per the terms of a contract with us or another party at the time of settlement;

· Risk due to uncertainty of a counter party's ability to meet its financial obligations to us;

· Inability to conduct business and service clients in the event of a contingency such as a natural calamity, breakdown of infrastructure, etc.

5. OPPORTUNITIES AND THREATS:-

Opportunities:

Stable Government clarity on Taxation, Low Budget deficit due to easing of Commodity prices coupled with a pro Reforms Bias;

Expected Government spending on infrastructure to revive

`

MANAGEMENT DISCUSSION & ANALYSIS

The Following Management Discussion and Analysis should be read with the Company's Financial Statement included herein and the notes thereto. The Financial Statements have been prepared in compliance with the requirement of notified sections of the Companies Act 2013 and the Accounting Standards and Principles as also the applicable sections of Companies Act 1956.

The Company's Management accepts responsibility for the integrity objectivity and correctness of the financial Statements. The estimates and judgments have been made on a prudent and reasonable basis in order that the financial statements reflect in a true and fair manner the substance of the transaction. The Management discussion and Analysis contains forward looking statements and the actual results may materially differ from those expressed or implied statements in this Report. The discussion in this report related to the consolidated financials of the Company including its subsidiaries unless otherwise stated.

Economic Outlook

The growth of GDP accelerated to 7.6% in 2015-16. This was possible notwithstanding the contraction of global exports by 4.4% compared to 7.7% growth in world exports during the last three years. The International Monetary Fund has hailed India as a 'bright spot' amidst a slowing global economy. As per the World Economic Forum, India's growth is 'extraordinarily high' in 2015-16. This has been accomplished despite of very unfavorable conditions, inherited low growth of an economy, high inflation and zero investor confidence in Government's capability to govern. These difficulties and challenges were converted into opportunities.

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 (Equity raising through Capital Markets)

(2) Business Advisory Services

(3) Syndication of funds through PE / VC / Seed Funds / Angel Investors

(4) Debt syndication – Term Loan / Working Capital Finance

(5) Channel Financing

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

(7) Mergers and Acquisition related Services

(8) Corporate Advisory Services

2. FINANCIAL REVIEW:-

Consolidated

During the year under review, while the sentiments improved the


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15

stalled Projects will give a Quantum boost to economy;

Make in India Campaign a Boost to Manufacturing & active Stock Market;

Leveraging strong brand image of the Group;

Regulatory reforms aiding greater participation by all classes of investors;

Focus on reforms will provide opportunities for sustainable growth of Indian economy leading to investment/capital requirement;

Acquisitions/consolidations/restructuring by corporate provides greater opportunities for corporate advisory business;

Growing mid-size segment of corporate activity where the need for customized; solutions is particularly high;

Globalisation of Economy and Business;

Utilizing technology to provide solutions to customers;

Low retail penetration of financial services / products in India offers opportunities for growth;

Threats:

Continued tight monetary policy by RBI to reign and control high inflation leading to decelerating investment demand;

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 CONTROLS:-

Your Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that transaction are authorised, recorded and reported correctly. The Company has an extensive system of internal control which ensures optimal utilisation and protection of resources, its security, accurate reporting of financial transactions and compliances of applicable laws and regulations as also internal policies and procedures. The Company has continued its efforts to align all its processes and controls with global best practices in these areas as well.

7. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

Your Company continues to lay great stress on its most valuable resource - people. Continuous training, both on the job and in an academic setting, is a critical input to ensure that employees at all levels are fully equipped to deliver a wide variety of products and services to the fast growing customer base of your Company. It is our endeavor to create an environment where people can use their capabilities to support our business. Therefore, your Company encourages its employees to have edge over other competitors in the Capital Market.

REPORT ON CORPORATE GOVERNANCE

Pursuant to regulation15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions are not applicable to your Company as the

Company's paid up equity share capital does not exceed ̀ 10 Crores and

net worth does not exceed of ̀ 25 Crores as on March 31, 2016. However

your Company ensures compliance with all the relevant and applicable laws and the report on Corporate Governance is given below to maintain highest standards of Corporate Governance.

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Your Company is committed to uphold the highest standards of Corporate Governance in its operations. The policies and practices are not only in line with the statutory requirement, but also reflect your Company's commitment to operate in the best interest of its stake holders. The responsibility for maintaining high standards of governance lies with Company's Board and Committees of the Board, which are empowered to monitor implementation of the best Corporate Governance practices including making necessary disclosures within the framework of legal and regulatory provisions and Company conventions.

Your Company is committed to ensure that the Company's Board continues to be constituted as per the prescribed norms, meets regularly, provides effective leadership, exercises control over the management, monitors executive performance and ensures appropriate disclosures. Your Company provides free access to the Board for relevant information, professional advice and commits resources to enable it to carry out its role effectively.

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, 2016 the Board consists of Six (6) Directors comprising of three Non-Executive Directors, including a woman Director, two Independent Directors and one Executive Director. The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business. The Chairman of the company is non-executive director.

During the year the Board of Directors met six (6) times i.e. May 27, 2015, June 30, 2015, August 11, 2015, November 06, 2015, February 06, 2016 and March 29, 2016 and the gap between two meetings did not exceed the statutory period laid down by the Companies Act, 2013 and the Secretarial Standard-1 issued by the Institute of Company Secretaries of India i.e. one hundred twenty days. The necessary quorum was present for all the meetings.

The names and categories of the Directors on the board, their attendance at board meetings held during the year and the number of directorships and committee chairmanships / memberships held by them in other public companies as on March 31, 2016 are given herein below. Other directorships do not include directorships of private Limited Companies, Section 8 companies and of companies incorporated outside India.


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16

Name of the Director Category Number of Board Whether meetings during the last AGM held on in other Public Companies positions held in year 2015-16 September 19, 2015 other public companies

Held Attended Chairman Member

Mr. Inderchand Jain Promoter 6 6 Yes 4 2 1(Chairman) & NonDIN:00178901 Executive

Director

Mr. Rajnesh Jain Promoter & 6 5 Yes 6 0 4DIN:00151988 Non

Executive Director

Mr. Girish Jain Promoter & 6 6 No 7 0 5DIN:00151673 Executive

Director

Mr. S.C. Aythora Independent 6 5 Yes 9 3 1DIN:00085407 Director

Mr. Nitin Kulkarni Independent 6 5 Yes 2 2 3DIN: 02297383 Director

Mrs. Shraddha Jain Promoter & 6 5 Yes 1 0 0 DIN:00156306 Non

ExecutiveDirector

attended Number of directorships Number of committee

None of the directors on the board hold directorships in more than ten public companies. Further, none of them is a member of more than ten committees or chairman of more than five committees across all public companies in which they are directors.

(b) Board Procedures

The Agenda for the meetings is circulated well in advance to the Board of Directors. The items in the Agenda are backed by comprehensive background information to enable the Board to take appropriate informed decisions. The Board is also kept informed of major events/items and approvals taken wherever necessary. At the Board meetings, the Board is appraised of the overall performance of the Company.

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

(b) Composition & Meetings:

The Audit Committee met four (4) times during the year i.e. May 27, 2015, August 11, 2015, November 06, 2015 and February 06, 2016 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.

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

Name of Director Executive/ No. of MeetingsNon-Executive/ attended duringindependent the year

Held Attended

Mr. Nitin Kulkarni Chairman- Independent 4 4Director

Mr. Inderchand Jain Non Executive Director 4 4

Mr. S. C. Aythora Independent Director 4 4

The audit committee invites executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as the secretary to the audit committee. The last Annual General Meeting (AGM) of the Company was held on September 19, 2015 and was attended by Mr. Nitin Kulkarni, Chairman of the audit committee

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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

(b) Composition & Meetings:

The Committee met two (2) times during the financial year 2015- 16, i.e. May 27, 2015 and March 19, 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 meetingsduring thefinancial year

Held Attended

Mr. Nitin Kulkarni Chairman - Independent 2 2Director

Mr. S.C. Aythora Independent Director 2 2

Mr. Rajnesh Jain Non-Executive Director 2 2


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17

(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.

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 , 2016:

A Non Executive Directors are paid sitting fees of Rs. 4000/- for every meeting of the Board of Directors and Rs. 1000/- for every meeting of the Audit Committee and Nomination & Remuneration Committee.

An 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:

(Amount in `)

Name of Director Sitting Fees

Board Audit Nomination & IndependentMeeting Committee Remuneration Directors

Meeting Committee MeetingMeeting

Mr. S.C. Aythora 20000 4000 2000 4000

Mr. Nitin Kulkarni 20000 4000 2000 4000

Mr. Inderchand Jain 24000 4000 - -

Mr. Rajnesh Jain 20000 - 2000 -

Mrs. Shraddha Jain 20000 - - -

(e) Details of remuneration paid to the Executive Directors for the year ended March 31, 2016:

Name of Salary Benefits Contribution Total Service Whole as per perquisites to provident contractTime 17 (1) and fund / NoticeDirector of the allowances period

IT Act as per 17(2)IT Act

Mr. Girish 18,36,001 39,600 2,20,320 20,95,921 Three Jain years

from April 01, 2013 to March

31, 2016

* Mr. Girish Jain is reappointed for the further period of 3 (Three) years from April 1, 2016 to March 31, 2019 subject to the approval of members at the ensuing Annual General Meeting.

(f) Details of equity shares of the Company held by the Directors as on March 31, 2016 are given below:

Name Number of equity shares

Mr. Inderchand Jain 998250

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/resolved. As on March 31, 2016, no investor grievance has remained unattended/ pending for more than thirty days. The Board has delegated the powers to approve transfer of securities allotted by the Company to this Committee. As on March 31, 2016, no transfer was pending.

The Committee is headed by Mr. Inderchand Jain, Non-Executive Director and consists of the members as stated below. During the year ended on March 31, 2016, five meetings were held on April 07, 2015, April 17, 2015, November 20, 2015, January 15, 2016 and March 04, 2016.

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 meetingsNo. during the

financial year

Held Attended

1. Mr. Inderchand Jain Chairman -Non- 5 4Executive Director

2. Mr. Nitin Kulkarni Independent Director 5 5

3. Mr. Rajnesh Jain Non-Executive Director 5 4

4. Mr. Girish Jain Executive Director 5 5

Name, designation and address of Compliance Officer:

Mr. Hemant Soni

Company Secretary and Compliance Officer


162, Atlanta, 16th Floor, Nariman Point, Mumbai 400 021

Telephone: 022-40945500 Ext: 104 Fax: 91 22 22852892

Email : [email protected]

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 four (4) times during the year on December 01, 2015, December 18, 2015, February 09, 2016 and March 14, 2016.

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



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Sr. Name of Director Category No. of meetingsNo. during the

financial year

Held Attended

1. Mr. Inderchand Jain Chairman - 4 4Non-Executive Director

2. Mr. Girish Jain Executive Director 4 4

3. Mr. Rajnesh Jain Non-Executive Director 4 4

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 29, 2016 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 resolutionpassed

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

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

2012-13* AGM S. K. Somani Memorial 28/09/2013 10.00 2*Hall, Hindi Vidya Bhavan, A.M.`F’ Road, Marine Lines, Mumbai

*Special Resolutions u/s 198, 269, 309, read with Schedule XIII of the Companies Act, 1956 for appointment of Mr. Girish Jain (DIN: 00151673) as Whole-time Director of the Company, for a period of three years from 01st April, 2013 to 31st March, 2016 (both days inclusive) were passed in AGM held on September 28, 2013.

*Special Resolutions u/s 198, 269, 309, read with Schedule XIII of the Companies Act, 1956 for re-appointment of Mr. Rajnesh Jain (DIN: 00151988) as Whole-time Director of the Company, for a period of three years from November 01, 2013 to October 31, 2016 (both days inclusive) were passed in AGM held on September 28, 2013.

(b.) Extra Ordinary General Meeting:

No Extra Ordinary General Meeting of the members was held during the year 2015-16.

(c) Postal Ballot:

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

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.

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 10, 2016

Time : 10.00 a.m.

Venue : S. K. Somani Memorial Hall, Hindi Vidya Bhavan, `F’ Road, 79-Marine Lines, Mumbai – 400 020.

ii. Financial year:

The Company follows the period of 1st April to 31st March, as the Financial Year. Tentative Financial calendar for the financial year 2016-17 is as under:

Financial Reporting for the Financial Year 2016-17 Tentative month of reporting

Un-audited Financial Results for the quarter ending On or before June 30, 2016 August 13, 2016

Un-audited Financial Results for the half year On or before ending September 30, 2016 November 14,

2016

Un-audited Financial Results for the quarter ending On beforeDecember 31, 2016 February 14,

2017

Audited Financial Results for the year ending On or before March 31, 2017 May 30, 2017

iii. Book Closure:

The Register of Members and Share Transfer Books will remain closed Wednesday, September 07, 2016 to Saturday, September 10, 2016 (both days inclusive) for the purpose of AGM.

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 2016-2017 has been paid to the BSE Limited, Mumbai.

vi. Stock Code:

(i) BSE Limited, Mumbai (BSE): B-532304

(ii) ISIN – INE602C01011



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vii. Stock Price Data:

Month wise high and low price of the Company's Shares at BSE Limited (BSE) from April, 2015 to March, 2016 are as under:

Month BSE Limited (BSE)

High (Rs.) Low (Rs.)

April 2015 10.88 9.83

May 2015 10.75 9.30

June 2015 10.22 9.23

July 2015 9.00 7.04

August 2015 7.73 6.00

September 2015 6.90 6.60

October 2015 6.56 6.25

November 2015 6.25 5.95

December 2015 7.73 6.24

January 2016 9.55 7.71

February 2016 12.2 10.00

March 2016 12.2 11.60

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

ix. Registrar & Transfer Agent:

Bigshare Services Pvt. Ltd., E-2 &3, Ansa Industrial Estate, Saki- Vihar Road, Saki Naka, Andheri (East), Mumbai – 400072, Tel.No.022-4043 0200, Fax No. 022-2847 5207, 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 31st March, 2016:

a. Distribution of shareholding as on March 31, 2016.

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

in `

Upto 5000 3652 96.08 2875780 9.17

5001 to 10000 59 1.55 458630 1.46

10001 to 20000 30 0.79 446410 1.42

20001 to 30000 14 0.37 332060 1.06

30001 to 40000 7 0.18 240030 0.77

40001 to 50000 6 0.16 290010 0.92

50001 to 100000 10 0.26 707950 2.26

100001 and above 23 0.61 26013530 82.94

TOTAL 3801 31364400 100

b. Shareholding pattern as on March 31, 2016

The shareholding of different categories of the shareholders as on March 31, 2016 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 553498 17.65

Financial Institutions/Banks 65400 2.09

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

others 836288 26.66

TOTAL 3136440 100

xii. De-materialisation of Shares

Trading in Equity Shares of the Company is permitted in dematerialized form with effect from 29th January, 2001 as per notification issued by the Securities & Exchange Board of India (SEBI). As on March 31, 2016, out of 3136440 Equity Shares, 2824473 Equity Shares representing 90.05% of the total paid up capital and held in de-materialized form with NSDL and CDSL.

xiii. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity

The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments in the past and hence as on March 31, 2016, the Company does not have any outstanding GDRs / ADRs / Warrants or any convertible instruments.

xiv. Plant Locations:

In view of the nature of the Company's business viz. merchant banking services, the Company operates from offices in Mumbai- India.

xv. Address for correspondence:

KJMC Corporate Advisors (India) Limited162, Atlanta, 16th Floor, Nariman Point, Mumbai - 400 021.Tel: 022-40945500 Fax: 022-22852892Email: [email protected]: 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, 2016 certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Company's affairs.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT

I hereby declare that all the Board Members and Senior Management Personnel of the Company have affirmed the compliance with the provisions of the code of conduct for the financial year ended on March 31, 2016.

Place : Mumbai Girish JainDate : August 10, 2016 Whole Time Director



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Independent Auditor's Report

To The Members of KJMC Corporate Advisors (India) Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of KJMC Corporate Advisors (India) Limited ('the Company'), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so

required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 'A', a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure 'B'.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - refer note 22 to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts that were required to be transferred to the Investor Education and Protection Fund by the Company during the year.

For K. S. Aiyar & Co,Chartered AccountantsICAI Firm Registration No: 100186W

Sachin A. NegandhiPlace: Mumbai PartnerDate : May 19, 2016 Membership No.: 112888



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21

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, 2016, 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 other than that for office

premises having a gross block and net block of ` 504

thousands and ̀ 179 thousands respectively.

(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 ofexcise,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, 2016 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 Nature of dues Amount not

the Statute deposited (` Year to which where

in thousands) it relates dispute is pending

Income Income Tax 24 2011-12 CIT(A)

Tax Act 195 2012-13

(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.

For K. S. Aiyar & Co,

Chartered AccountantsICAI Firm Registration No: 100186W

Sachin A. Negandhi

Place: Mumbai Partner

Date : May 19, 2016 Membership No.: 112888

Assessment Forum



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Annexure - B to the Independent Auditor's Report of even date on the Standalone Financial Statements of KJMC Corporate Advisors (India) Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of KJMC Corporate Advisors (India) Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

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, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


Chartered AccountantsICAI Firm Registration No: 100186W

Sachin A. NegandhiPlace: Mumbai PartnerDate : May 19, 2016 Membership No.: 112888


22


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PARTICULARS NOTE NO. As at As at 31.03.2016 31.03.2015

(I) EQUITY AND LIABILITIES

Shareholders' Funds(a) Share Capital 2 31,364 31,364 (b) Reserves and Surplus 3 183,358 182,955

Non-Current Liabilities(a) Long Term Borrowings 4 10,000 10,106 (b) Long Term Provisions 5 265 -

Current Liabilities(a) Short Term Borrowings 6 - 3,698 (b) Other Current Liabilities 7 2,533 2,736

TOTAL 227,520 230,859 (II) ASSETSNon-Current Assets(a) Fixed Assets 8

(i) Tangible Assets 1,340 2,078 (ii) Intangible Assets 2 2

(b) Non-current Investments 9 205,844 205,396 (c) Deferred Tax Assets (Net) 10 2,836 2,840 (d) Long-Term Loans and Advances 11 10,863 12,326

Current Assets(a) Current Investments 12 2,200 - (b) Trade Receivables 13 1,425 2,155 (c) Cash and Cash Equivalents 14 1,402 1,345 (d) Short-Term Loans and Advances 15 1,608 1,463 (e) Other Current Assets 16 - 3,254

TOTAL 227,520 230,859

BALANCE SHEET AS AT MARCH 31, 2016CIN : L67120MH1998PLC113888 (` in '000')

Significant Accounting Policies and Notes to Accounts 1 to 29The 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 DirectorsFor K.S. Aiyar & Co.Chartered AccountantsICAI Firm Registration No: 100186W I.C.Jain Girish Jain

Chairman Whole Time DirectorDIN: 00178901 DIN: 00151673

Sachin A NegandhiPartner Vinit Kedia Hemant Soni Membership No. 112888 Chief Financial Officer Company SecretaryPlace : Mumbai Place : MumbaiDate : 19th May 2016 Date : 19th May 2016



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PARTICULARS NOTE NO. For the For theyear ended year ended

31.03.2016 31.03.2015

Revenue from Operations 17 21,101 24,241

Other Income 18 1,761 3,052

Total Revenue 22,862 27,293

Expenses:

Employee Benefits Expense 19 8,576 8,398

Finance Costs 20 1,048 1,700

Depreciation and Amortization Expense 8 919 1,435

Other Expenses 21 11,912 13,425

Total Expenses 22,455 24,958

Profit Before Exceptional Items and Tax 407 2,335

Profit Before Tax 407 2,335

Tax Expense:

(1) Current Tax - -

(2) Deferred Tax 4 (1,472)

(3) MAT Credit Entitlement - -

(4) Prior Period Taxes - 1,302

4 (170)

Profit for the year 403 2,505

Earnings Per Equity Share:

(1) Basic 0.13 0.80

(2) Diluted 0.13 0.80

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2016

CIN : L67120MH1998PLC113888 (` in '000')

Significant Accounting Policies and Notes to Accounts 1 to 29The above notes are integral part of the financial statements





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PARTICULARS For the year ended year ended

31.03.2016 31.03.2015A Cash Flow from Operating Activities

Net Profit Before Tax and Extraordinary Items 407 2,335 Adjustment for:Depreciation 919 1,435 Dividend income (1,649) (2,561)Sundry Balances writeoff/(writeback) 500 - Bad Debts Write off 0 0 Interest and financial charges 1,048 1,700 (Profit)/Loss on sale of Investments (8,816) (12,324)Operating Profit Before Working Capital Changes (7,591) (9,415)Changes in Working Capital(Increase)/Decrease in Trade and other receivable 230 3,228 (Increase)/Decrease in loans and advances 155 109 (Increase)/Decrease in Other current assets 3,254 (2,730)Increase/(Decrease) in Trade payable and Other liabilities 417 (873)(Increase)/ Decrease in Working Capital 4,056 (266)

Cash generated from Operations (3,535) (9,681)Income Tax Refund Received (Net of Payment) 1,164 (953)Net Cash flow from Operating Activities (2,371) (10,634)

B Cash Flow from Investment ActivitiesPurchase of investment (71,048) (29,537)Sale of investment 77,214 41,209 Purchase of fixed assets (181) (683)Dividend Income 1,649 2,561

7,634 13,550 C Cash Flow From Financing Activities

Loan taken/(Repaid)-secured (460) (723)Loan taken/(Repaid)-unsecured - - Short term borrowings taken 20,393 - Short term borrowings repaid (24,091) (347)Interest and finance charges (1,048) (1,700)Net Cash Flow from Financing Activities (5,206) (2,770)Net Increase in Cash and Cash Equivalents ( A+B+C) 57 146 Cash and Cash Equivalents at the beginning of the Year * 1,345 1,199 Cash and Cash Equivalents at the close of the Year * 1,402 1,345

* Cash and Cash Equivalents comprise of :Cash in hand 712 580 Balance in current account 690 765 Total 1,402 1,345

For the

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016CIN : L67120MH1998PLC113888 (` in '000')

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

25






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26

NOTE TO FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2016

Company Overview:

KJMC Corporate Advisors (India) Limited is a company of the KJMC Group domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in Merchant Banking operations and registered with Securities and Exchange Board of India under SEBI (Merchant Bankers) Regulations, 1992.

Note No. - 1

SIGNIFICANT ACCOUNTING POLICIES:

a. Basis of Accounting:

These financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act , 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified).Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

b. Use of estimates

The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognized in the period in which the results are known/ materialize.

c. Investments

I) Current Investments: Current investments are valued at the lower of cost arrived on weighted average basis or fair value.

ii) Non Current Investments: A provision is made for diminution other than temporary in nature. These are intended to be held for a period of more than one year from the date of the investment and are valued at cost. The cost is determined on Weighted Average Method basis.

d. Fixed Assets and Depreciation:

Tangible Fixed Assets:

Tangible Fixed Assets are stated at cost, net off accumulated depreciation and accumulated impairment losses, if any. The cost comprises of purchase price, borrowing cost of capitalization and directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Depreciation is provided under the written down value method, at the rates and in the manner prescribed under Schedule II of the Companies Act, 2013.

Intangible Fixed Assets:

Intangible Fixed Assets are measured on initial recognition at cost. The cost of intangible assets acquired in an amalgamation in the nature of purchase is their fair value as at the date of amalgamation. Following initial recognition, intangible assets are recognized at cost less accumulated amortization. Intangible assets are amortized systematically on straight line basis over its useful life of 3 years.

e. Taxation:

Tax expense comprises of current and deferred tax. Current Income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

f. Revenue Recognition:

Revenue from Professional fees & Consultancy charges, Income from Brokerage & other operations are recognized as and when there is reasonable certainty of its ultimate realization and on completion of the assignment.

Dividend:

Dividend Income is recognized when the Company's right to receive is established by the reporting date.

g. Foreign Currency Transactions

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of transactions.

Foreign currency denominated monetary assets & liabilities outstanding at the year end are translated at the yearend exchange rate and unrealized exchange gain or loss is recognized in the Statement of Profit and Loss.

Realized exchange gain/loss on foreign transactions during the year is recognized in the Statement of Profit and Loss.

h. Derivative Transactions:

In accordance with the ICAI announcement, derivatives contracts are marked to market on a portfolio basis, and the loss if any, after considering the offsetting effect of gain on the underlying hedged item, is charged to the Statement of Profit & Loss.

i. Stock in Trade:

Stocks of shares are valued at the lower of cost arrived on weighted average basis or fair value.

j. Employee Benefits:

i) Short term employee benefits are charged off at the undiscounted amount in the year in which the related service is rendered.

ii) The Company is exempted from Payment of Gratuity Act, 1972 in view of its strength of employees being less than threshold limit attracting the applicability of the said statute and as such no provision has been made for the said liability.

iii) Leave Encashment is not provided for on actuarial basis in view of the employees being less than 10 and the same is charged on actual basis.

k. Provisions, Contingent Liabilities & Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there is present obligation as a result of past event and it is probable that there will be outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements. Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet date.

l. Earnings per Share:

Basic Earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earning per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.


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27

(` in '000')

Particulars As at As at 31.03.2016 31.03.2015

Note - 2: Share CapitalAuthorised:5,000,000 (Previous Year: 5,000,000)Equity Shares of ` 10/- each

50,000 50,000

Issued:3,136,440 (Previous Year: 3,136,440) Equity Shares of ` 10/- each 31,364 31,364

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

31,364 31,364

50,000 50,000

Addtitonal Information:

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

Particulars Equity Shares

2015-16 2014-15

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 Rs. 10 per share. Each shareholder of equity share is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(C) Details of Sharesholders holding more than 5% shares of the Company:

As at At at

31-03-2016 31-03-2015

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

Inder Chand Jain 998,250 31.83% 998,250 31.83%

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

No. of Shares held

(` in '000')


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

(` in '000')



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28

(` in '000')


Note - 3 : Reserves and Surplus

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 32,136 29,915

Less : Fixed Assets not having remaining useful life as on 1st April, 2014 - (284)

Add : Profit for the year 403 2,505

Amount available for appropriation 32,539 32,136

Less : Appropriations - -

Interim Dividend - -

Dividend Distribution Tax - -

Balance carried forward 32,539 32,136

183,358 182,955

(` in '000')

Non-Current Maturities Current Maturities

Particulars As at 31.03.2016 As at 31.03.2015 As at 31.03.2016 As at 31.03.2015

Note - 4: Long Term Borrowings

Term Loans

From Banks (Secured):

Vehicle Loan - - - 163

(Refer Additional Information below)

From Others (Secured):

Vehicle Loan - 106 106 297

(Refer Additional Information below)

Loans & Advances:

from Related Parties (Unsecured): 10,000 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" - - 106 460

(refer Note - 7)

NET AMOUNT 10,000 10,106 - -

Additional Information:Vehicle Loan

Particulars Amount of Loan(`)

p.a (`)

From Other (Secured):

Secured by vehicle bought under loan and repayable 823000 9.85 27000 4

in 36 Equated monthly installments

Interest Installment No. of Outstandingrate % Amount Installments as on date


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29

(` in '000')


Note - 5: Long Term Provisions

Provision for Ex-Gratia 265 - 265 -

Note - 6: Short Term Borrowings Cash credit from bank repayable on demand (Secured) - 3,698 (Cash credit from bank is secured against equitable mortgage of premises belonging to itssubsidiary Company and Corporate Guarantee given by the said subsidiary. The cash credit is repayable on demand and carries interest @ Base Rate + 3.75%.)

- 3,698

Note - 7: Other Current Liabilities

Current Maturities of Long Term Borrowings 106 460

Employees dues 699 505

Statutory dues 114 101

Interim Dividend Payable 145 146

Others 1,469 1,524

2,533 2,736

(` in '000')Note - 8: Fixed Assets -Tangible

Fixed Assets - Intangible (` in '000')

Gross Block Depreciation Net Block

As at Additions/ Deductions/ As at As at Provided Deductions/ As at As at As at Description 01.04.2015 Adjustments Adjustments 31.03.2016 01.04.2015 during the Adjustments 31.03.2016 31.03.2016 31.03.2015

during the during the year during the year year year

Computers 1,785 96 - 1,881 1,780 42 - 1,822 59 5

Furniture & Fixtures 3,032 - - 3,032 2,432 217 - 2,649 383 600

Office Equipments 2,126 85 - 2,211 1,906 138 - 2,045 167 220

Office Premises 504 - - 504 281 45 - 325 179 224

Vehicles 2,702 - - 2,702 1,673 477 - 2,150 552 1,029

Total (A) 10,149 181 - 10,329 8,071 919 - 8,990 1,340 2,078

Previous Year 9,465 683 - 10,149 6,230 1,842 - 8,071 2,078


As at Additions/ Deductions/ As at As at Provided Deductions/ As at As at As at Description 01.04.2015 Adjustments Adjustments 31.03.2016 01.04.2015 during the Adjustments 31.03.2016 31.03.2016 31.03.2015

during the during the year during the year year year

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

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

Previous Year 45 - - 45 39 4 - 43 2

Total (A+B) 10,194 181 - 10,375 8,115 919 - 9,034 1,342 2,080

Previous Year 9,511 683 - 10,194 6,269 1,846 - 8,114 2,080



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30

Sr Particulars FV As at 31.03.2016 As at 31.03.2015

No. (`) Qty (Nos) Amount Qty (Nos) Amount Note - 9: Non-Current InvestmentsNon- Trade-Quoted Investment in Equity Shares

1 Bajaj Finance Ltd. 10 97 486 - -2 Cera Sanitaryware Ltd. 10 62 123 - -3 Dena Bank 10 - - 5,000 240 4 Dredging Corporation of India Ltd. 10 - - 1,800 690 5 Finolex Cables Ltd. 2 - - 24,565 1,308 6 Gayatri Projects Ltd. 10 - - 7,623 1,086 7 HDFC Bank Ltd. 10 473 497 - -8 Infosys Ltd. 10 224 248 - -9 Indiabulls Real Estate Ltd. 2 - - 2,000 131 10 Indiabulls Housing Finance Ltd 10 7,500 4,881 - -11 Justdial Ltd. 10 110 103 - -12 KJMC Financial Services Ltd. 10 850,000 17,000 425,000 8,500 13 Maruti Suzuki India Ltd. 10 225 1,000 - -14 Network18 Media Investment Ltd. 5 - - 14,367 431 15 Nocil Ltd 10 - - 47,000 1,694 16 Nuchem Ltd. 10 - - 1,000 18 17 Orient Green Power Company Ltd. 10 - - 65,000 945 18 Poly Medicure Ltd. 5 10,049 2,211 9,917 2,148 19 Quick Heal Technologies Ltd 10 553 178 0 - 20 Reliance Industries Ltd. 10 620 523 620 523 21 Shree Ram Urban Infrastructure Ltd. 10 24,016 1,957 24,949 2,033 22 Soma Paper Industries Ltd. 10 200 0 200 0 23 SRF Ltd. 10 1,500 1,727 - - 24 United Intractive Ltd. 10 11,600 369 11,600 369 25 Uttam Value Steels Ltd. 10 - - 25,000 15326 Zee Media Corporation Ltd. 1 - - 50,000 848

Total (A) 31,303 21,117 Non-Trade -UnquotedInvestment in Equity Shares

A In Subsidiaries1 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 B In other Companies - - -1 BSE India Limited. 1 46,982 18,793 46,982 18,793 2 Neelanchal Technologies Ltd. 10 1,500 1 1,500 1 3 Omnipresent Retail India Private Ltd. 10 - - 376 1,238 4 Vishnu Vijay Packaging Ltd. 10 30,000 - 30,000 -

- 18,794 - 20,032 TOTAL (B) 172,041 173,279 Non-Trade -UnquotedInvestment in Preference Shares0% Compulsorily Convertible Preference Shares of

1 KJMC Financial Services Ltd. 100 10,000 2,500 52,500 11000TOTAL (C) 2,500 11,000 Grand Total (A+B+C) 205,844 205,396

Aggregate amount of quoted Investment 31,303 21,117 Aggregate Market Value of quoted Investment 21,903 26,933 Aggregate amount of unquoted Investment 174,541 184,279 Aggregate provision for diminution in value of investments - -

(` in '000')18TH ANNUAL REPORT 2015-2016

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31


Note - 10: Deferred TaxationDeferred Tax Assets Unabsorbed Carried forward Losses/Depreciation 1,162 1,162 Fixed Assets 585 589 Long Term Capital Loss 1,089 1,089 Deferred Tax Asset 2,836 2,840

Deferred Tax Liabilities - - Deferred Tax Asset/ (Liabilities) - Net 2,836 2,840 Note 11: Long Term Loans and Advances

Advances recoverable in cash or kind or for value to be receivedUnsecured, considered good 113 412

Security Deposit with Related PartiesUnsecured, considered good 2,500 2,500

Security Deposit to othersUnsecured, considered good 52 52

Advance Income Tax 8,661 9,825 Less: Provision for Taxation (4,272) (4,272) MAT credit Entitlement 3,809 3,809 Total 10,863 12,326 Note - 12: Current InvestmentsNon- Trade-Quoted Investment in Mutual fundsSBI Premier Liquid Fund-Growth 2,200 - Total 2,200 - Note - 13:Trade ReceivablesUnsecured, considered goodOutstanding over six months 1,112 1,562 Doubtful - - Others 313 593 Doubtful - - Total 1,425 2,155Note - 14: Cash and Cash Equivalents Banks Balances in Current Accounts 545 620

Cash on Hand 712 580 Other Bank balances Unclaimed dividend account 145 145 Total 1,402 1,345 Note - 15: Short Term Loans and Advances Advances recoverable in cash or kind or for value to be receivedSecured, considered good - - Unsecured, considered good 579 576 Doubtful - - Others Deposit/Balances with Service Tax Dept & dues from Government 5 657 Other Loans & Advances 1,024 230 Total 1,608 1,463 Note - 16: Other Current AssetsUnsecuredProceeds from Redemption of Mutual Funds - 3,254 Total - 3,254

(` in '000')



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32


Note - 17: Revenue from Operations

Sale of Services 11,632 11,514

Brokerage Income (Net) 653 403

Profit on Sale of Current Investment (Net) - 120

Profit on Sale of Investment (Net) 8,816 12,204

Total 21,101 24,241

Note - 18: Other Income

Dividend income 1,649 2,561

Interest Income _Others 8 -

Miscellaneous Income 104 491

Total 1,761 3,052

Note - 19: Employee Benefits Expense

Salaries and Wages 7,795 7,601

Contribution to Provident and other Funds 504 596

Staff Welfare Expenses 277 201

Total 8,576 8,398

Note - 20: Finance Costs

Interest to Bank 46 594

Interest to Others 980 1,045

Other Financial Charges 22 61

Total 1,048 1,700

Note - 21: Other Expenses

Advertisement 63 91

Auditors Remuneration (for break up refer below) 138 145

Business Promotion Expenses 481 241

Electricity Expenses 232 222

Insurance Charges 45 58

Legal Expenses 2,089 2,644

Motor Car Expenses 644 698

Professional Fees Exp 1,565 3,323

Miscellaneous expenses 947 444

Rent & Other Infrastructural Support Service 1,430 1,429

Office Maintenance & Utility Expenses

- Building - -

- Office 1,058 1,011

Subscription & Membership Exp. 635 486

Printing & Stationery Expenses 276 233

Travelling & Conveyance Expenses 2,067 2,262

ROC/BSE Filling Charges 242 138

Total 11,912 13,425

As Statutory Auditor (P.A)

Audit Fees 35 35

For Taxation matters 10 10

For Other Services/Limited Review 73 70

Reimbursement of expenses 20 30

Total 138 145

(` in '000')



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33

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016 NOTES FORMING PART OF ACCOUNTS(Note Nos : 22 to 29 )22. Contingent Liabilities not provided for in respect of:

Corporate Guarantees given to: (` '000's)i) HDFC Bank for ̀ 37,500 (Previous Year ̀ 37,500) in respect of KJMC Capital Market Services Limited.ii) There is income tax demand of ̀ 24 (in '000') & ̀ 195 (in '000') & ̀ 301 (in '000') in respect of income tax for Assessment Year 2011-12 & Assessment Year 2012-13 & Assessment Year 2013-14 respectively against which appeal has been filed with CIT (A). The management expects matter to be decided in favor of the Company in the appellate process. The management accordingly believes that the ultimate outcome of these proceedings will not have any material adverse effect on the Company's financial position and results of operations.

23. Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advances) ` NIL (Previous Year ` NIL) (` ‘000’s)

(FY 2015-2016) (FY 2014-2015) 24. (i) Expenditure in Foreign Currency 1,256 1,251

(ii) Earnings in Foreign Currency 4,447 3,70025. Disclosure required by Micro, Small and Medium Enterprises (Development) Act, 2006.

As per requirement of Section 22 of Micro, Small & Medium Enterprises (Development) Act, 2006 following information is disclosed:(` ‘000's)

Sr. No Particulars 31.03.2016 31.03.2015(i) Principal amount remaining unpaid to any supplier as at the end of each

accounting year. Nil Nil(ii) Interest due on (i) above remaining unpaid Nil Nil(iii) Amounts paid beyond the appointed day during the accounting year Nil Nil(iv) Interest paid on (iii) above Nil Nil(v) Interest due and payable on (iii) above Nil Nil(vi) Interest accrued and remaining unpaid at the end of the accounting year Nil Nil(vii) Interest remaining unpaid of the previous years for the purpose of disallowance

under the Income Tax Act, 1961 Nil NilThe above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

26. Earnings per Share: (` ‘000’s)Particulars For the year ended For the year ended

31.03.2016 31.03.2015Net Profit / (Loss) after Taxation (` 000’s) 403 2,505Weighted Average No. of Shares 31,36,440 31,36,440Face Value (`) 10.00 10.00Earnings Per Share (Basic) ` 0.13 0.80Earnings Per Share (Diluted) ` 0.13 0.80

27. Related party disclosures under Accounting Standard 18:List of related parties1) Parties where control exists

Wholly Owned : KJMC Shares and Securities LimitedSubsidiaries : 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 DirectorI C Jain - FatherChanddevi Jain - Mother

Rajnesh Jain - BrotherAditi 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 LimitedKJMC Investment Trust Company LimitedKJMC Trading & Agency LimitedPuja Trades & Investments Private LimitedPrathamesh Enterprises Private LimitedKJMC Platinum Builders Private LimitedKJMC Realty Private LimitedKhandelwal Jain & Company (Firm)


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Sr. No. Nature of Transactions with related parties Party where control exists Key Management Personnel and Enterprises over which key Relatives of Key Management managementPersonnel personnel/relatives are able to

exercise significant influence31.03.2016 31.03.2015 31.03.2016 31.03.2015 31.03.2016 31.03.2015

1 Loan & Advances Received KJMC Shares & Securities Ltd - 50 - - - -

2 Loan &Advance Re-PaidKJMC Shares & Securities Ltd - 50 - - - -

3 Interest IncomeKJMC Shares & Securities Ltd 953 949 - - - -

4 Security Deposit received back/PaidPuja Trades & Investments Pvt Ltd (Received) - - - - 1500 2500Rajnesh Jain (Paid) - - 1500 - - -

5 Deposit Received (Director Recommendation)I.C. Jain - - 100 - - -

6 Deposit Repay (Director Recommendation)I.C. Jain - - 100 - - -

7 Rent PaidKJMC Capital Market Services Ltd 480 484 - - - -Puja Trades & Investments Pvt Ltd - - - - 800 800Rajnesh Jain - - 120 120 - -KJMC Financial Services Ltd - - - - 30 25

8 Professional fees ReceivedKJMC Shares & Securities Ltd - 506 - - - -Khandelwal Jain & Company - - - - 1000 -

9 Professional fees PaidKhandelwal Jain & Company - - - - 506 1250

10 Board Meeting FeesI.C.Jain - - 28 - - -Rajnesh Jain - - 30 - - -Shraddha Jain - - 28 - - -

11 Brokerage PaidKJMC Capital Market Services Ltd 32 43 - - - -

12 Depository Charges PaidKJMC Capital Market Services Ltd 7 6 - - - -

13 SalaryRajnesh Jain - - - 1,105 - -Girish Jain - - 2096 2,096 - -

14 Reimbursement / Receipt against other transaction KJMC Financial Services Ltd (Reimbursement ) - - - - 10 205KJMC Asset Management Company Limited (Reimbursement) - - - - 2 2KJMC Investment Trust Company Limited (Reimbursement) - - - - 4 2Puja Trades & Investments Pvt Ltd (Sales of shares) - - - - 18 -

15 Net ReceivablePuja Trades & Investments Pvt Ltd (Security Deposit) - - - - 1,000 2,500Hemant Soni (Loan Against Salary) - - 730 50 - -Vinit Kedia (Loan Against Salary) - - 194 - - -

16 Net PayableKJMC Shares & Securities Ltd 10,000 10,000 - - - -

17 Security and Corporate Guarantee given to Union Bank of India (Outstanding amount) byKJMC Credit Marketing Limited 15,000 15,000 - - - -

18 Corporate Guarantee given to Bank in respect of Wholly Owned SubsidiaryKJMC Capital Market Services Ltd 37,500 37,500 - - - -

28. The Management has identified the Company’s operations with a single business segment of merchant banking operations in India. Since the business operations of the company are primarily concentrated in India, the company is considered to operate only in domestic segment. All the assets of the Company are located in India.

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

34

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


Chairman DirectorDIN: 00178901 DIN: 00151673




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35

To the Members of KJMC Corporate Advisors (India) Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of KJMC Corporate Advisors (India) Limited(hereinafter referred to as 'the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group')and its associate, comprising of the Consolidated Balance Sheet as at March 31, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as 'the consolidated financial statements').

Management's Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as 'the Act')that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its Associates in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.


Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the Disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2016, and its consolidated profit and consolidated cash flows for the year ended on that date.

Other Matters

The financial statements of four subsidiary companies have been audited by other auditors, whose reports have been furnished to us by the Management and our opinion and report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the amounts and disclosures included in respect of the subsidiaries is based solely on the reports of the other auditors.

We did not audit the financial statements of four subsidiaries whose financial statements reflect total assets of ̀ 184425 (thousands) as at March 31, 2016, total revenues of ` 33342 (thousands) and net cash outflows amounting to ` 19724 (thousands) for the year ended on that date, as considered in the consolidated financial statements.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

INDEPENDENT AUDITOR’S REPORT18TH ANNUAL REPORT 2015-2016

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(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the holding Company as on March 31, 2016 taken on record by the Board of Directors of the holding Company and the reports of the statutory auditors of its subsidiaries and associate companies, none of the directors of the holding company, subsidiaries and associate companies is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and its Associates and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s Report) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group and its associates - Refer note 24 to the consolidated financial statements.

ii. The Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts that were required to be transferred to the Investor Education and Protection Fund by the Group.


Chartered Accountants ICAI Firm Registration No: 100186W

Sachin A. NegandhiPlace: Mumbai PartnerDate :May 19, 2016 Membership No.: 112888

Annexure - A to the Independent Auditor's Report of even date on the Consolidated Financial Statements of KJMC Corporate Advisors (India) Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) referred to in Para (g) on Report on Other Legal and Regulatory Requirements in our report.

In conjunction with our audit of the consolidated financial statements of the KJMC Corporate Advisors (India) Limited(hereinafter referred to as 'the Holding Company') and its subsidiaries and associate company as of and for the year ended March 31, 2016, We have audited the internal financial controls over financial reporting of Holding Company and in respect of its Subsidiaries and Associate companies wherein such audit of the internal financial controls over financial reporting was carried out by other auditors whose reports have been forwarded to us and have been appropriately dealt with by us in making this report as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the of the Holding Company, its subsidiaries and associate companies which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on, “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI)”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

36


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37


Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company, its subsidiaries and associate company, which are companies incorporated in India, have in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls were generally operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to four subsidiaries and an associate company, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India.

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

Sachin A. NegandhiPlace: Mumbai PartnerDate: May 19, 2016 Membership No.: 112888


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38

PARTICULARS NOTE NO. As At As At

31.03.2016 31.03.2015

EQUITY AND LIABILITIES

Shareholders' Funds

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

(b) Reserves and Surplus 3 223,422 223,470

Non-Current Liabilities

(a) Long Term Borrowings 4 - 213

(b) Long Term Provisions 5 877 374

Current Liabilities

(a) Short Term Borrowings 6 - 3,698

(b) Trade Payables 7 2,198 40,581

(c) Other Current Liabilities 8 4,573 5,361

TOTAL 262,434 305,061

ASSETS

Non-Current Assets

(a) Fixed Assets 9

(i) Tangible Assets 16,290 21,010

(ii) Intangible Assets 2 2

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

(b) Non-Current Investments 10 99,296 89,636

(c) Deferred Tax Asset 11 11,380 10,930

(d) Long-Term Loans and Advances 12 53,020 76,740

(e) Other Non-Current Assets 13 37,374 28,933

Current Assets

(a) Current Investments 14 3,930 1,333

(b) Trade Receivables 15 2,675 18,971

(c) Cash and Bank Balances 16 3,564 23,230

(d) Short-Term Loans and Advances 17 16,676 12,795

(e) Other Current Assets 18 - 3,254

TOTAL 262,434 305,061

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2016CIN: L67120MH1998PLC113888

(` in '000')

PARTICULARS NOTE NO. For theYear Ended Year Ended

31.03.2016 31.03.2015

Revenue from Operations 19 49,450 50,700

Other Income 20 4,835 7,408

Total Revenue 54,285 58,108

Expenses:

Employee Benefits Expense 21 18,883 15,936

Finance Costs 22 632 1,303

Depreciation and Amortization Expense 9 2,493 4,987

Other Expenses 23 31,056 31,970

Total Expenses 53,064 54,196

Profit before Exceptional Items and Tax 1,221 3,912

Exceptional Items -

Profit before extraordinary items

and tax 1221 3912

Extraordinary Items - -

Profit before tax 1,221 3,912

Tax Expense:

(1) Current tax 7 131

(2) Deferred tax (449) (4,593)

(3) MAT credit (7) (89)

(4) Prior period Items (9) 1,264

(458) (3,287)

Profit /(Loss) before Share in Associates' profit / Loss 1,679 7,199

Add: Share in Associates' Profit 1,409 -

Profit for the year 3,088 7,199

Earnings per equity share:

(1) Basic 0.98 2.30

(2) Diluted 0.98 2.30

For the

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2016CIN: L67120MH1998PLC113888

(` in '000')

Significant Accounting Policies and Notes to Accounts 1 to 33

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 AccountantsICAI Firm Registration No: 100186W I.C.Jain Girish Jain


Sachin A NegandhiPartner Vinit Kedia Hemant Soni Membership No. 112888 Chief Financial Company Secretary

OfficerPlace : Mumbai Place : MumbaiDate : 19th May 2016 Date : 19th May 2016

Significant Accounting Policies and Notes to Accounts 1 to 33

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 AccountantsICAI Firm Registration No: 100186W I.C.Jain Girish Jain


Sachin A NegandhiPartner Vinit Kedia Hemant Soni Membership No. 112888 Chief Financial Company Secretary

OfficerPlace : Mumbai Place : MumbaiDate : 19th May 2016 Date : 19th May 2016


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39

Particulars For the For the year ended year ended31.03.2016 31.03.2015

A Cash Flow from Operating Activities

Adjustment for:Depreciation 2,493 4,978 Dividend Income (2,175) (3,681)Interest Income (1,048) (2,684)Sundry Balances writeoff/(writeback) 856 - Bad Debts Write off 0 0 Interest and Financial Charges 632 2,252 (Profit)/Loss on Sale of Investments (12,447) (11,583)Operating Profit Before Working Capital Changes (10,468) (6,794)

Changes in Working Capital(Increase)/ Decrease in Trade and Other Receivable 24,592 (11,747)(Increase)/ Decrease in Other current assets and non-current assets 4,416 (1,567)(Increase)/ Decrease in Loans and Advances (22) (244)Increase/ (Decrease) in Trade Payables & Other Liabilities (38,419) 26,886 (Increase)/ Decrease in Net Current Assets (9,433) 13,328

Cash generated from Operations (19,901) 6,534 Direct Taxes Paid (Net of Refund) 3,266 (792)Cash Flow Before Extraordinary Items (16,635) 5,742 Extraordinary Items - - Net Cash flow from Operating Activities (16,635) 5,742

B Cash Flow from Investment Activities

Purchase of Investment (76,711) (93,348)

Sale of Investment 77,954 58,285

Purchase of Fixed Assets (909) (1,059)

Interest Received 2,001 2,684

Dividend Received 2,176 3,681

Net Cash Flow from Investing Activities 4,511 (29,757)

C Cash Flow From Financing Activities

Loan taken/(Repaid)-secured (460) (723)

Loan taken/(Repaid)-unsecured - 7,700

Repayment of Security Deposit (1,800) -

Short term borrowings taken 20,393 -

Short term borrowings repaid (24,091) (347)

Interest and Finance Charges (1,584) (2,252)

Net Cash Flow from Financing Activities (7,542) 4,378

Net Increase in Cash and Cash Equivalents ( A+B+C) (19,666) (19,637)

Cash and Cash Equivalents at the beginning of the Year* 23,230 42,867

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

* Cash and Cash Equivalents comprise of :

Cash in Hand 1,264 759

Balance with Banks 2,300 22,471

Total 3,564 23,230

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

Net Profit Before Tax and Extraordinary Items 1,221 3,924

CONSOLIDATED CASH FLOW FOR THE YEAR ENDED MARCH 31, 2016CIN: L67120MH1998PLC113888 (` in '000')




NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016Company Overview:

Note No. : 1SIGNIFICANT 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 estimatesThe 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 InvestmentCurrent 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 DepreciationTangible Fixed Assets:Tangible Fixed Assets are stated at cost, net off accumulated depreciation and accumulated impairment losses, if any. The cost comprises of purchase price, borrowing cost of capitalization and directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.Depreciation is provided under the written down value method, at the rates and in the manner prescribed under Schedule XIV of the Companies Act, 1956.Intangible Fixed Assets:Intangible Fixed Assets are measured on initial recognition at cost. The cost of intangible assets acquired in an amalgamation in the nature of purchase is their fair value as at the date of amalgamation. Following initial recognition, intangible assets are recognized at cost less accumulated amortization. Intangible assets are amortized systematically on straight line basis over its useful life of 3 years.

1.6 TaxationTax 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.

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.


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40

Particulars As At

31.03.2016 31.03.2015

Note - 5: Long Term Provisions

Provision for Ex-Gratia 877 374

877 374

Note - 6: Short Term Borrowings

Cash credit from bank repayable on demand (Secured) - 3,698

(Cash credit from bank is secured against equitable mortgage of premises belonging to its subsidiary Company and Corporate Guarantee given by the said subsidiary.The cash credit is repayable on demand and carries interest @ Base Rate + 3.75%.)

- 3,698

Note - 7: Trade Payables

Trade payable -Others 2,198 40,581

2,198 40,581

Note - 8: Other Current Liabilities

Current Maturities of Long Term Borrowings (Refer Note - 4) 241 736

Employees dues 1,559 1,065

Statutory dues 397 321

Other payables 2,376 3,239

4,573 5,361

As At

(` in '000')

Additional Information:Vehicle Loan

Particulars Amount of Interest rate Installment Loan % p.a Amount Outstanding

(` In '000) ( In '000) Installmentsas on date

From Banks (Secured):Secured by vehicle bought under loan and repayable in 720 11.25 23 636 Equated monthly installments From Others (Secured):Secured by vehicle bought under loan and repayable in 823 9.85 27 436 Equated monthly installments

No. of

`

(` in '000)

(b) Terms/ Rights attached to SharesThe Company has only one class of equity shares having par value of Rs. 10 per share. Each shareholder of equity share is entitled to one vote per share.In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.(c) Details of Sharesholders holding more than 5% shares of the Company:

Equity Share As at 31.03.2016 As at 31.03.2015

of ` 10/- each No of Shares % of No of Shares

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

held Holding held % of Holding

Inder Chand Jain 998,250 31.83% 998,250 31.83%

Particulars As At 31.03.2016 31.03.2015

Note - 3: Reserves and SurplusGeneral 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 ReserveAs per last Balance sheet 79,622 79,622 Add: Addition during the year - - Less: Deduction during the year - - Closing Balance 79,622 79,622 Revaluation ReserveAs per last Balance sheet 14,326 18,343 Add: Addition during the year - - Less: Deduction during the year 3,137 4,017 Closing Balance 11,189 14,326 Surplus/(Deficit) in the statement of profit and lossAs per last Balance sheet 58,326 51,410 Less : Fixed Assets not having remaining useful life as on 1st April, 2014 (Refer Note - 9) - (284)Profit for the period 3,088 7,199 Amount available for appropriation 61,414 58,326 Less : Appropriations - -

Balance carried forward 61,414 58,326

Total 223,422 223,470

As At1.7 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 TransactionsTransactions 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.

(a) Additional Information

Reconciliation of Shares outstanding at the beginning and at the end of the yearParticulars As at 31.03.2016 As at 31.03.2015

No of Shares Amount No of Shares AmountShares 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

(` in '000')

Particulars Non-Current Maturities Current MaturitiesAs at As at As at As at

31.03.2016 31.03.2015 31.03.2016 31.03.2015Note - 4: Long Term Borrowings Term Loans From Banks (Secured):

Vehicle Loan - 107 134 439 (Refer Additional Information below)

From Others (Secured):Vehicle Loan - 106 106 297 (Refer Additional Information below)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) - - 241 736

- 213 -

(` in '000')

Particulars For the For the 31.03.2016 31.03.2015

Note - 2: Share CapitalAuthorised:5,000,000 (Previous Year: 5,000,000) Equity shares of 50,000 50,000`10/- each 50,000 50,000 Issued and Subscribed :3,136,440 (Previous Year: 3,136,440) Equity shares of `10/-each 31,364 31,364 31,364 31,364 Paid up3,136,440 (Previous Year: 3,136,440) Equity shares of`10/-each, fully paid up. 31,364 31,364 31,364 31,364

(` in '000')


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41

Note - 9: Fixed Assets -Tangible (` 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 ̀ 3137 (in '000') (Previous Year : ̀ 4017 (in '000')) is adjusted against revaluation reserve and balance is charged to Statement of Profit and Loss in respect of KJMC Credit Marketing Limited.

`


As at Additions/ Deductions/ Impairment/ As at As at Provided Deductions/ As at As at As at Description 01.04.2015 Adjustments Adjustments Reversal 31.03.2016 01.04.2015 during the Adjustments 31.03.2016 31.03.2016 31.03.2015

during the year during the year during the year year during the yearOffice Premises 29,934 - - - 29,934 12,035 3,915 - 15,950 13,984 17,900 Furniture & Fixtures 6,479 - - - 6,479 5,489 359 - 5,847 632 990 Computers 11,203 754 2 - 11,954 10,831 487 - 11,318 636 371 Office Equipments 3,895 158 - - 4,053 3,630 188 - 3,818 235 265 Vehicles 3,632 - - - 3,632 2,148 681 - 2,829 803 1,484 Total (A) 55,143 911 2 - 56,052 34,132 5,630 - 39,762 16,290 21,010 Previous Year 54,084 1,059 - - 55,143 24,723 9,409 - 34,132 21,010


As at Additions/ Deductions/ Impairment/ As at As at Provided Deductions/ As at As at As at Description 01.04.2015 Adjustments Adjustments Reversal 31.03.2016 01.04.2015 during the Adjustments 31.03.2016 31.03.2016 31.03.2015

during the year during the year during the year year during the yearComputer Software 45 - - - 45 43 - - 43 2 2 Total (B) 45 - - - 45 43 - - 43 2 2 Previous Year 45 - - - 45 39 4 - 43 2 - Total (A+B) 55,188 911 2 - 56,097 34,175 5,630 - 39,805 16,292 21,013 Previous Year 54,129 1,059 - - 55,188 24,762 9,413 - 34,175 21,012 -

Sr Particulars FV As at 31.03.2016 As at 31.03.2015No. (`) Qty (Nos) Amount Qty (Nos) Amount

Note - 10 : Non-Current InvestmentsNon-Trade -QuotedInvestment in Equity Shares

1 Adani Transmission Ltd 10 12,693 394 - -2 Bajaj Finance Ltd. 10 97 486 - -3 Cera Sanitaryware Ltd. 10 62 123 - -4 Dena Bank Ltd. 10 - - 5,000 239 5 Dredging Corp of India Ltd. 10 - - 1,800 690 6 Dynamatic Technologies Ltd 10 - - 200 781 7 Essel Propack Ltd. 2 - - 5,000 612 8 Federal Mogul Goetze Ltd. 10 12,682 2,718 12,500 2,381 9 Finolex Cables Ltd. 10 - - 24,565 1,308 10 Gayatri Projects Ltd. 10 - - 7,623 1,086 11 HDFC Bank Ltd. 10 473 497 - -12 Infosys Ltd. 10 224 248 - -13 Indiabulls Real Estate Ltd. 2 - - 13,700 871 14 Indiabulls Housing Finance Ltd 10 7,500 4,880 - -15 Inox Leisure Ltd 14,000 3,351 - -16 Just Dial Ltd. 10 110 103 - -17 KJMC Financial Services Ltd. 10 1,000,000 22,159 425,000 8,500 18 Lloyed Electric Ltd 7,250 2,231 - -19 Menon Piston Ltd. 10 - - 51,100 3,082 20 Maruti Suzuki India Ltd. 10 225 1,000 - -21 Muthoot Finance Ltd 12,500 2,361 - -22 Network 18 Media & Investments Ltd. 5 - - 14,367 431 23 Nocil Ltd. 10 - - 47,000 1,693 24 Nuchem Ltd.. 10 - - 1,000 18 25 Orient Green Power Company Ltd. 10 - - 65,000 945 26 Prism Cement Ltd 14,831 1,062 - -27 Poly Medicure Ltd. 5 10,049 2,211 9,917 2,148 28 Quick Heal Technologies Ltd 553 178 - -29 Reliance Industries Ltd. 10 620 523 620 523 30 Roto Pumps Ltd 10 31,824 892 7,000 981 31 Shree Ram Urban Infrastructure Ltd. 10 24,016 1,957 24,949 2,033 32 Soma Paper Industries Ltd. 10 200 0 200 - 33 Somany Ceramics Ltd 10 1,575 604 - -34 SRF Ltd. 10 1,500 1,727 250 223 35 Suzlon Energy Ltd. 2 20,000 536 20,000 536 36 Titagarh Wagons Ltd 20,000 2,989 - -37 United Intractive Ltd. 10 11,600 369 11,600 369 38 Uttam Value Steel Ltd. 10 - - 25,000 153 39 Zee Media Corporation Ltd. 1 - - 50,000 848

Total (a) 1,204,584 53,599 823,391 30,451 Investment in Bonds - - - - -

1 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) 1,208,584 57,599 827,391 34,451 In Other Companies

1 Bhubneswer Stock Exchange Ltd. 1 20000 20 20,000 20 2 BSE India Limited. 1 46982 18,793 46,982 18,793 3 Neelanchal Technologies Ltd. 10 1500 2 1,500 2 4 KJMC Platinum Builders Pvt Ltd 10 36300 6,507 36,300 6,507 5 Prime Pictures Pvt. Ltd. 10 25000 0 25,000 - 6 Shree Vindhya Paper Mills Ltd. 10 33639 - 33,639 - 7 Vishnu Vijay Packaging Ltd. 10 30000 - 30,000 -


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Sr Particulars FV As at 31.03.2016 As at 31.03.2015No. (`) Qty (Nos) Amount Qty (Nos) Amount 8 Omnipresent Retail India Private Ltd. 10 - - 3,378 1,238

TOTAL 193,421 25,322 196,799 26,560 TOTAL [B] 193,421 25,322 196,799 26,560 Non-Trade -UnquotedInvestment in Preference Shares0% Compulsorily Convertible Preference Shares of KJMC Financial Services Ltd.of KJMC Financial Services Ltd. 100 19500 4875 77000 17,125 2.50% Non Convertible Cumulative Redemable Preference shares of Maximus Advisory Services Pvt Ltd. 100 115000 11500 115,000 11,500 TOTAL (C) 134,500 16,375 192,000 28,625 TOTAL (A+B+C) 1,536,505 99,296 1,216,190 89,636

Aggregate amount of quoted Investment 57,599 34,451 Aggregate Market Value of quoted Investment 44,505 41,167 Aggregate amount of unquoted Investment 41,696 55,185 Aggregate provision for diminution in value of investments - -


Note - 15:-Trade ReceivablesUnsecured, considered goodOutstanding over six months 1,112 1,562 Others 1,563 17,409

2,675 18,971 Note - 16: Cash and Bank BalancesCash & Cash EquivalentsCash in Hand 1,264 759 Balance with Banks - On Current Accounts 2,300 22,471

3,564 23,230 Other Bank Balances - On Deposit Accounts With more than 12 month's maturity 37,374 28,857 Amount disclosed under the head “Other Non Current Assets" (37,374) (28,857)(Refer Note - 13)

3,564 23,230

As At

(` in '000')


Note - 11: Deferred TaxationDeferred Tax AssetProvision for Gratuity 189 115 Unabsorbed Business Losses/Depreciation 3,729 3,535 Fixed Asset 1,337 1,336 Long Term Capital Loss 6,512 6,511 Deferred tax Asset 11,767 11,497 Deferred Tax LiabilityFixed Assets 387 567 Deferred Tax Liabilities 387 567 Deferred Tax Asset/ (Liability) -Net 11,380 10,930 Note - 12: Long Term Loans and AdvancesAdvances recoverable in cash or kind or for value to be receivedUnsecured, considered good 113 412 Security Deposit to Related partiesUnsecured, considered good 14,625 18,662 Security Deposit to othersUnsecured, considered good 8,729 24,142

Advance Income Tax 18,628 21,975 Less: Provision for Taxation (6,291) (6,335)

MAT credit Entitlement 5,737 5,731 Other loans and advancesUnsecured, considered good 11,479 12,153

53,020 76,740 Note - 13: Other Non-current AssetsSecurity Deposit - 50 Deposits with maturity more than 12 months (Refer Note - 16) 37,374 28,857 Interest Accrued - 26

37,374 28,933

As At

(` in '000')

Particulars FV As at 31.03.2016 As at 31.03.2015(`) Qty (Nos) Amount Qty (Nos) Amount

Note - 14: Current InvestmentsNon Trade-Quoted Investment in Equity SharesPort City Infrastructure Development (I) Ltd 10 133,269 830 133,269 1,333 Total (A) 830 1,333 Non- Trade-Quoted Investment in Mutual fundsSBI Premier Liquid Fund-Growth 927.116 2,200 - - HDFC Liquid Fund 301.840 900 - - TOTAL (B) 3,100 - Grand Total (A+B) 3,930 1,333

(` in '000')

(` in '000') Particulars As At

31.03.2016 31.03.2015Note - 17: Short Term Loans and Advances Advances recoverable in cash or kind or for value to be received Unsecured, considered good 15,434 11,870 Loans and advances to related parties Unsecured, considered good (0) - OthersDeposit/Balances with Service Tax Dept & dues from Government 6 659 Other Loans & Advances 1,236 266

16,676 12,795 Note - 18: Other Current AssetsUnsecuredProceeds from Redemption of Mutual Funds - 3,254

- 3,254 Note - 19: Revenue from OperationsSale of Services 11,695 11,187 Brokerage Income (Net) 20,704 23,839 Profit on Sale of Investments 13,476 12,034 Interest Income 3,575 3,640

49,450 50,700 Note - 20: Other Income Dividend Income 2,210 3,704 Interest Income _Others 931 1,409 Rent Income 660 660 Infrastructural Support Services Income 489 1,112 Others 545 523

4,835 7,408 Note - 21: Employee Benefit ExpenseSalaries and Wages 17,610 14,823 Contribution/Provision to Provident and other Funds 790 683 Staff Welfare Expenses 483 430

18,883 15,936Note - 22: Finance costsInterest to Bank 355 942 Interest to Others 27 96 Other Financial Charges 250 265

632 1,303 Note - 9: Depreciation and amortisation ExpensesDepreciation A/c. 5,630 9004Less : Adjusted with Revaluation Reserve 3,137 4017

2,493 4987Note - 23: Other expensesAdvertisement 63 91 Auditors Remuneration (for break up refer below) 298 336 Business Promotion Expenses 762 472 Electricity expenses 991 834 Insurance Charges 226 231 Legal Expenses 2,091 2,537 Motor Car Expenses 770 465 Professional fees 5,631 7,315 Miscellaneous expenses 1,275 1,065 Rent & Other Infrastructural Support Service 3,474 4,280 Office Maintenance & Utility Expenses

- Building - - - Office 2,691 2,795 Subscription and membership fees 2,149 2,034 Sub-brokerage expenses 1,892 2,022 Stoack Exchange & Other Allied Expenses 3,433 3,124 Printing & Stationery Expenses 675 605 Travelling & Conveyance Expenses 3,863 3,627 Dead Investment Written Off 503 - ROC/BSE Filling Charges 269 137

31,056 31,970 Statutory Auditor's Remuneration

Audit Fees 150 186 For Taxation matters 50 50 For Other Services/Limited Review 78 70 Reimbursement of Expenses 20 30

298 336

As At

42


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24. Contingent Liabilities not provided for:

Corporate Guarantees given to:

I) HDFC Bank for ` 37,500 (Previous Year ` 37,500) in respect of KJMC Capital Market Services Limited.

ii) In case of KJMC Corporate Advisors (I) Ltd., there is income tax demand of ̀ 24 (in '000') & ̀ 195 (in '000') & ̀ 301 (in '000') in respect of income

tax for Assessment Year 2011-12 & Assessment Year 2012-13 & Assessment Year 2013-14 respectively against which appeal has been filed

with CIT (A) and in case of KJMC Capital Market Services Ltd. there is income tax demand of ̀ 704 (in '000') in Assessment Year 2006-07, ̀ 3390

(in '000') Assessment Year 2008-09 & ̀ 753 (in '000') in respect of income tax for Assessment Year 2009-10 against which appeal has been filed

with ITAT and ̀ 110 (in '000') in respect of income tax for Assessment Year 2011-12 and 14 (in '000') in respect of income tax for Assessment Year

2012-13 against which appeal has been filed with CIT (Appeal). The management expects matter to be decided in favor of the Company in the

appellate process. The management accordingly believes that the ultimate outcome of these proceedings will not have any material adverse

effect on the Company's financial position and results of operations.

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

F.Y.2015-16 F.Y.2014-15 (` in '000')

26. (i) Expenditure in Foreign Currency 1,256 1,251

(ii) Earnings in Foreign Currency 4,448 3700

27. 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

31.03.2016 31.03.2015

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

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

KJMC Financial Services Limited

KJMC Assets Management Company

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)

(e) Associates

KJMC Financial Services Limited

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

(` in '000')

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2016

(Note Nos : 24 to 33)

43

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

exercise significant influence

31.03.2016 31.03.2015 31.03.2016 31.03.2015 31.03.2016 31.03.2015

1 Loan taken

KJMC Financial Services Limited - - - - - 1200

2 Loan Repaid

KJMC Financial Services Limited - 1,200 - - - -

Puja Trades & Investments Pvt Ltd - - - - - 7,700


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44

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

exercise significant influence

31.03.2016 31.03.2015 31.03.2016 31.03.2015 31.03.2016 31.03.2015

3 Professional Fees Paid

Khandelwal Jain & Company - - - - 506 1,250

4 Professional fees Received

Khandelwal Jain & Company - - - - 1000 -

Prathamesh Enterprises Pvt. Ltd. - - - - - 350

5 Director’s Remuneration

Rajnesh Jain - - - 1105 - -

Girish Jain - - 2096 2,096 - -

6 Interest paid

KJMC Financial Services Limited - - - - - 2

7 Interest received

Puja Trades & Investments Pvt Ltd - - - - - 828

8 Deposit Received (Director Recommendation)

I.C. Jain - - 100 - - -

9 Deposit Repay (Director Recommendation)

I.C. Jain - - 100 - - -

10 Security Deposit Received Back / Paid

Puja Trades & Investments Pvt Ltd (Received) - - - - 3500 2,500

Rajnesh Jain (Paid) - - 1500 - - -

Rajnesh Jain (Received) - - - 162 - -

Shraddha Jain (Received) - - - 162 - -

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

11 Rent Received

Prathamesh Enterprises Private Limited - - - - 660 660

KJMC Financial Services Limited - - - - 274 274

Khandelwal Jain & Company - - - - 178 711

12 Rent Paid

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


Rajnesh Jain - - 120 120 - -

Pankaj Jain - - 126 - - -

13 Reimbursement of Expenses received


KJMC Asset Management Company Limited - - - - 2 2

KJMC Investment Trust Company Limited - - - - 4 2


Khandelwal Jain & Company - - - - 56 128

14 Reimbursement of Expenses Paid

Puja Trades & Investments Pvt Ltd - - - - 332 -

15 Brokerage Commission & Income Earned

Inderchand Jain - - 40 - - -

Chanddevi Jain - - 25 64 - -

Rajnesh Jain - - 1 - - -

Archana jain - - 21 - - -

Aditi Jain - - 1 - - -

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

Prathmesh Enterprises Pvt ltd - - - - 45 44



KJMC Platinum Builders Pvt Ltd - - - - 450 -

KJMC Investment Company - - - - 3 -

16 Board Meeting Fees

I.C.Jain - - 28 - - -

Rajnesh Jain - - 30 - - -

Shraddha Jain - - 28 - - -

17 Net Receivable

Puja Trades & Investments Pvt Ltd - - - - 3,000 6,500

KJMC Financial Services Ltd - - - - 10000 12,000

Pankaj Jain - - 125 - - -

Hemant Soni (Loan Against Salary) - - 730 50 - -

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

18 Investment in Preference Shares

Maximus Advisory Services Pvt Ltd - - - - - 11,500

KJMC Financial Services Ltd - 6125 - - - -



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28. Earnings per share:

Particulars 31.3.2016 31.3.2015

(a) Profit/(Loss) after Tax ( ` 000’s) 3088 7199

(b) The weighted average Number of Equity Share (Nos.) 31,36,440 31,36,440

(c) Face value (`) 10 10

(d) Earnings per Share (Basic) 0.98 2.30

(e) Earnings per Share (Diluted) 0.98 2.30

29. During the Previous year the Group has charged depreciation based on the remaining useful life of the assets as per the requirement of Note 7 (b) of Schedule II of the Companies Act, 2013. As a result, the depreciation charge for the previous year is higher by ` 15.82 Lakhs as compared to the depreciation required to be charged under Companies Act, 1956. In case of KJMC Corporate Advisors (I) Ltd., the carrying value of assets amounting to ̀ 2.84 Lakhs ( Net of Deferred Tax) of which the remaining useful life was NIL as on 1st April, 2014 is adjusted to the opening balance of retained earnings as on 1st April 2014.

In case of KJMC Capital Market Services Ltd., ̀ 1478 ('000') is debited to the Statement Profit & Loss under exceptional items as per the provisions of the Schedule II of the Companies Act 2013.

30. The main business of the companies being Merchant Banking / Capital Market operations, and as such there are no separate segments as specified in the Segment Reporting (AS 17), which needs to be reported.

31. The company along with its wholly owned subsidiary, KJMC Shares & Securities hold more than 20% of the Equity Share capital in KJMC Financial Services Limited as on 31st March, 2016, hence KJMC Financial Services Limited is held as an Associate Company and its financial results have been considered for the purpose of Consolidation as per Section 129 of the Companies Act, 2013.

32. Additional information:

(` in 000's)

Name of the Entity Net Assets , i.e. , total assets minus total liabilities Share in profit or loss

As % of consolidated Amount As % of consolidated Amountnet assets profit or loss

1 2 3 4 5

Parent : KJMC Corporate Advisors (India) Ltd. 84.28 214,722 13.06 403

Subsidiaries -

Indian

1. KJMC Capital Market Services Ltd. 52.15 132,859 28.08 867

2. KJMC Commodities Market India Ltd. 1.18 3,008 2.25 70

3. KJMC Shares and Securities Ltd. 11.28 28,740 (1.99) (62)

4. KJMC Credit Marketing Ltd. 3.56 9,068 12.68 392

Minority interest in all subsidiaries - - - -

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

KJMC Financial Services Ltd. - - 45.61 1,409

Joint Ventures - - - -

33. 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.

45






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(To be handed over at the entrance of the Meeting Hall) th18 Annual General Meeting - September 10, 2016

I hereby record my presence at the 18TH ANNUAL GENERAL MEETING of the company held on Saturday, September 10, 2016 at 10.00 a.m. at S.K. Somani Memorial Hall, Hindi Vidya Bhawan, 79 - Marine Drive, “F” Road, Mumbai - 400 020.

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 18th Annual General Meeting of the Company, to be held on Saturday, September 10, 2016 at 10.00 a.m. at S. K. Somani Memorial Hall, Hindi Vidya Bhavan, 79-Marine Drive, ̀ F' Road, Mumbai – 400 020 and at any adjournment thereof in respect of such resolutions as are indicated below:

Signed this _______ day of _________ 2016

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.

PROXYForm 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 05, 2016, 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, 2016, together with the Reports of the Board of Directors and the Auditors thereon.

Re-appointment of Mr. Inderchand Jain (DIN: 00178901), who liable to retire by rotation.

Ratification of Appointment of M/s. K. S. Aiyar & Co., Chartered Accountants, as Statutory Auditors and fix their remuneration.

Re-appointment of Mr. Girish Jain (DIN: 00151673) as a Whole Time Director of the Company.


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ADVICE MATTERS

If Underlivered Please Return To:

KJMC CORPORATE ADVISORS (INDIA) LIMITED

Nariman Point, Mumbai ? 400 021.Tel : 91-22-22832350, 22885201, 4094 5500Fax : 91-22-22852892Email : [email protected], Website : www.kjmc.com

Registered Office: 162, Atlanta, 16th Floor,

BOOK - POST

To,


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