Dear Shareholders,
Your directors have pleasure in presenting the 40th Annual Report on the business
and operations of your company along with the Audited Financial Statements for the year
ended 31st March 2023. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March, 2023.
Particulars |
2022 - 23 |
2021 - 22 |
|
(Rs. in Lakhs) |
(Rs. in Lakhs) |
Revenue from operations |
380.925 |
63.50 |
Other Income |
1.369 |
0.00 |
Total Income |
382.294 |
63.50 |
Total Expenses |
283.928 |
58.65 |
Profit/ (Loss) before tax |
98.366 |
4.85 |
Exceptional Item |
0.00 |
0.00 |
Tax Expenses: |
|
|
Current Tax |
0.00 |
0.00 |
Deferred tax |
0.642 |
0.00 |
Profit / (Loss) carried to Balance sheet |
83.111 |
4.85 |
BUSINESS PERFORMANCE:
The Company during the year has achieved a turnover of Rs. 380.925 Lakhs as compared to
a turnover of Rs. 63.50 Lakhs in the previous year. The Company has incurred net profit of
Rs. 83.111 Lakhs as compared to the profit of Rs. 4.85 Lakhs in the previous year. Your
directors are continuously taking all the efforts to improve the existing business.
SHARE CAPITAL:
The Paid-up Equity Share Capital as on March 31, 2023 was Rs. 12,40,00,000/- No
additions and alterations to the capital were made during the financial year 2022-2023.
DIVIDEND:
The Board of Directors wish to conserve the profit for future development and expansion
and hence have not recommended any dividend for the financial year 2022-23.
DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on date of the Balance
Sheet.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
There has been no loan and guarantees given or made by the Company under Section 186 of
the Act, 2013 during the financial year 2022-23. The details of loans given by the company
are mentioned in Note number 4
TRANSFER OF PROFITS TO RESERVES:
Board decided to retain the profit of Rs. 83.11 lakhs in the Retained earnings.
SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
The Company does not have any subsidiaries, associates and joint venture companies.
DIRECTORS' RESPONSIBILITIES STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Act, the Directors hereby
confirm:
- That in the Preparation of Final Accounts, the applicable Accounting Standards has been
followed along with proper explanation relating to material departures;
- That they had selected such Accounting Policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
or loss of the Company for that period.
- That they had taken proper and sufficient care for the maintenance of adequacy
Accounting Records in accordance with the provisions of the Act, for safeguarding the
Assets of the Company and for preventing and detecting fraud and other irregularities;
- That they had prepared the Annual Accounts on a Going Concern basis.
- That they laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and operating properly; and
- That they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board Composition
The Board of the Company as on March 31, 2023 consists of 2 executive directors, 4
Independent Directors and 2 KMP's including a Company Secretary and a Chief Financial
officer.
During the financial year under review, the following changes occurred in the Board of
Directors and Key Managerial Personnel of the Company: -
- Resignation of Disola Jose Koodaly from the post of Executive Director of the company
with effect from 09.05.2022
- Resignation of Mr. Sajeeth Mohammed Salim from the post of Executive Director of the
Company with effect from 20th August 2022.
- Change in designation of Mr. Johny Madathumpady Lonappan from Non-executive Director to
Executive Chairman with effect from its Annual General Meeting held on 19th September
2022.
- Resignation of Mr. Disola Jose Koodaly from the post of Company Secretary and Compliance
officer of the Company with effect from 30% September 2022 vide circular resolution dated
02rd September 2022
- Resignation of Mrs. Vidya Damodaran from the post of Chief Financial officer of the
Company with effect from 30th September 2022 approved at the Board meeting held on 06
October 2022. e Appointment of Mrs. Vidya Damodaran as Company Secretary , Compliance
officer and KMP of the Company with effect from 01st October 2022 approved at the Board
meeting held on 06th October 2022.
- Appointment of CA Ema K Pulimood as the Chief Financial Officer of the Company w.e.f
15th March 2023.
Events occurred after the end of the Financial Year:
- Dismissal of Ema k pulimood from the position of Chief Financial officer w.e.f. 27
July 2023
Director's Re-appointment:
- To appoint a director in place of Mr. Joju Madathumpady Johny (having DIN 02712125)
who retires from office by rotation and being eligible offers herself for reappointment.
Meetings of Board of Directors
The Board meets at regular intervals to discuss and decide on business strategies /
policies and review the financial performance of the Company. The Board Meetings are
pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors
well in advance to facilitate the Directors to plan their schedules.
Meeting |
No. of Meetings during the Financial Year 2022-23 |
Date of the Meeting |
Board Meeting |
10 |
09.05.2022, |
30.05.2022, |
|
|
14.06.2022, |
10.08.2022, |
|
|
20.08.2022, |
06.10.2022, |
|
|
08.11.2022, |
10.12.2022 |
|
|
07.02.2023 & |
15.03.2023 |
Audit Committee |
5 |
09.05.2022, |
30.05.2022, |
|
|
10.08.2022, 08.11.2022 & |
|
|
|
07.02.2023 |
|
Nomination & |
3 |
09.05.2022, 20.08.2022 & |
|
Remuneration Committee |
|
15.03.2023 |
|
Stakeholders Relationship |
1 |
18 Mar 2023 |
|
Committee |
|
|
|
The interval between two Board Meetings was well within the maximum period mentioned
under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and
Obligations Requirements) Regulations, 2015.
BOARD EVALUATION:
Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was
prepared after taking into consideration of the various aspects of the Boards'
functioning, the composition of the Board and its committees, culture, execution and
performance of specific duties, obligations, and governance. The board and the committee
were evaluated on various criteria as stated below:
1. Composition of the Board and Committee.
2. Understanding of the Company and its business by the Board.
3. Availability of information to the board and committee.
4. Effective Conduct of Board and Committee Meetings.
6. Monitoring by the Board management effectiveness in implementing strategies,
managing risks and achieving the goals.
The Board also carried out the evaluation of directors and chairman based on following
criteria:
1. Attendance of meetings.
2. Understanding and knowledge of the entity.
3. Maintaining Confidentiality of board discussion.
4. Contribution to the board by active participation.
5. Maintaining independent judgment in the decisions of the Board
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent
Directors held a Meeting on 10% February 2023, without the attendance of Non-Independent
Directors and members of Management.
INDEPENDENT DIRECTOR'S DECLARATION:
All Independent Directors have given declarations that they meet the Criteria of
independence laid down under Section 149 of the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations,
2015 in respect of financial year ended 31st March, 2023, which has been relied on by the
Company and placed at the Board Meeting.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has practice of conducting familiarization program of the independent
directors as detailed in the Corporate Governance Report which forms part of this Annual
Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Director's appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under the Companies Act, 2013 are covered under the Board's policy formulated by the
Company and is available on the Company website www jmjfintechltd.com
BOARD DIVERSITY:
The Company recognizes that building a Board of diverse and inclusive culture is
integral to its success. The Board considers that its diversity, including gender
diversity, is a vital asset to the business. The Board has adopted a Board diversity
policy which sets out the approach to diversity of the Board of Directors.
NOMINATION AND REMUNERATION POLICY
Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has
framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the company. The policy also lays down the
criteria for selection and appointment of Board Members. The policy and details of
Nomination and Remuneration is available on the website of the Company at www
.jmjfintechltd.com In accordance with the Nomination and Remuneration Policy, the
Nomination and Remuneration Committee has, inter alia, the following responsibilities:
1. The Committee had formulated the criteria for determining qualifications, positive
attributes, and independence of a director. and is available in the company website
www.jmjfintechltd.com The Committee shall identify persons who are qualified to become
Director and persons who may be appointed in Key Managerial and Senior Management
positions in accordance with the criteria laid down in this policy.
2. Recommend to the Board, appointment, and removal of Director, KMP and Senior
Management Personnel.
3. The Board shall carry out evaluations of the performance of every Director, KMP and
Senior Management Personnel at regular intervals (yearly).
4. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and
Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval. The remuneration/ compensation/ commission etc. shall be subject to
the prior/ post approval of the shareholders of the Company and Central Government,
wherever required.
5. Increments to the existing remuneration/ compensation structure may be recommended
by the Committee to the Board which should be within the slabs approved by the
Shareholders in the case of Managerial Personnel.
6. Where any insurance is taken by the Company on behalf of its Managerial Personnel,
Chie Executive Officer, Chief Financial Officer, the Company Secretary, and any other
employees for indemnifying them against any liability, the premium paid on such insurance
shall not be treated as part of the remuneration payable to any such personnel. Provided
that if such person is proved to be guilty, the premium paid on such insurance shall be
treated as part of the remuneration.
7. The Non-Executive/ Independent Director is not paid remuneration by way of fees for
attending meetings of the Board or Committee thereof.
8. Commission to Non-Executive/ Independent Directors If proposed may be paid within
the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the
net profits of the Company computed as per the applicable provisions of the Companies Act,
2013.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a
Vigil Mechanism policy for directors and employees to report concerns about unethical
behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc.
The mechanism also provides for adequate safeguards against the victimization of employees
who avail themselves of the mechanism and also provides for direct access by the Whistle
Blower to the Audit Committee. It is affirmed that during the Financial Year 2022-23, no
employee has been denied access to the Audit Committee. The vigil mechanism policy is also
available on the Company's website www.jmijfintechltd.com
INTERNAL CONTROL AND ITS ADEQUACY:
The Company has formulated a Framework on Internal Financial Controls In accordance
with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate
internal control systems to monitor business processes, financial reporting and compliance
with applicable regulations and they are operating effectively. The systems are
periodically reviewed by the Audit Committee of the Board for identification of
deficiencies and necessary time-bound actions are taken to improve efficiency at all the
levels. The Committee also reviews the observations forming part of internal auditors'
report, key issues and areas of improvement, significant processes and accounting
policies.
COMPOSITION OF COMMITTEES OF THE BOARD
During the year all the recommendations of the Audit Committee were accepted by the
Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit
Committee is given as under:
AUDIT COMMITTEE
Mr. Sivadas Chettoor |
Chairman |
Mr. Ramakrishnan Areekuzhiyil |
Member |
Ms. Julie George Varghese |
Member |
NOMINATION AND REMUNERATION COMMITTEE
Mr. Ramakrishnan Areekuzhiyil |
Chairman |
Ms. Julie George Varghese |
Member |
Mr. Johny Madathumpady Lonappan |
Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE
Ms. Julie George Varghese |
Chairman |
Mr. Ramakrishnan Areekuzhiyil |
Member |
Mr. Sajeeth Mohammed Salim |
Member |
(Resigned w.e.f. 20.08.2022) |
|
Mr. Joju Madathumpady Johny |
Member |
(Appointed w.e.f. 20-08-2022) |
|
Mr. Pradeep Kumar |
Member |
(Appointed w.e.f. 07-02-2023) |
|
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:
The Board of Directors has adopted a policy and procedure on Code of Conduct for the
Board Members and employees of the Company in accordance with the SEBI (Prohibition of
Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard
of Business Ethics and ensure compliance with the legal requirements of the Company. The
Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and
by employees. The Compliance Officer is responsible to ensure adherence to the Code by all
concerned.
The Code lays down the standard of Conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the workplace, in business practices and in dealing with
stakeholders. All the Board Members and the Senior Management Personnel have confirmed
Compliance with the Code.
Auditors:
STATUTORY AUDITORS:
M/s. Mahesh C Solanki & Co., re-appointed as the Statutory Auditors of the company
at the 39th Annual General Meeting held on 19th September 2022 for a period of five
consecutive years i.e., till the conclusion of 44th AGM.
COMMENT ON STATUTORY AUDITOR'S REPORT:
There are no qualifications, reservations, remarks or disclaimers made by M/s. Mahesh C
Solanki & Co., Statutory Auditor in their audit report
COST AUDITOR:
Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with
Companies (Cost Records and Audit) Amendment rules, 2014 the Company does not fall under
the purview of Cost Audit.
SECRETARIAL AUDITOR:
Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s.
Lakshmmi Subramanian & Associates, Practicing Company Secretaries (CP No. 1087, FCS:
3534) was appointed to conduct secretarial audit for the financial year 2022-2023.
The Secretarial Audit Report as received from the Secretarial Auditor is annexed to
this report as Annexure - I.
QUALIFICATION OF SECRETARIAL AUDIT REPORT:
There are no material qualifications in the Secretarial Audit Report.
INTERNAL AUDITORS:
M/s TAS & CO, Chartered Accountants, are the Independent Internal Auditors of the
Company. The Audit Committee determines the scope of internal Audit line with regulatory
and business requirements. The company has appointed M/s TAS & Co, Chartered
Accountants LLP as the internal auditor for the financial year 2022-23 & 2023-24
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor
has reported to the Audit Committee under Section 143 of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board's Report.
RISK MANAGEMENT POLICY:
The risk management is overseen by the Audit Committee of the Company on a continuous
basis. Major risks, if any, identified by the by the business and functions are
systematically addressed through mitigating action on a continuous basis. The risk
management policy is available in the Company website www.jmjfintechltd.com
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY PARTIES:
During the financial year 2022-23, the Company had not entered into any material
transactions with related parties under Section 188 of the Companies Act, 2013. However,
the Policy on Related Party Transaction is available on the Company's website
www.jmjfintechltd.com
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company is not having profits more than Rs 5 Crores in year 2021-22 or net worth
more than Rs 500 Crores or turnover of more than Rs. 1000 Crores in the previous financial
year and therefore
Constituting of a CSR Committee and its Compliance in accordance with the provisions of
Section 135 of the Companies Act, does not arise.
EXTRACT OF ANNUAL RETURN:
The Annual Return in accordance with Section 92(3) of the Companies Act, 2013 read with
the Companies (Management and Administration) Rules, 2014, is available on company's
website and can be accessed - www.jmjfintechltd.com
DISCLOSURES OF SHARES HELD BY PROMOTERS IN DEMAT FORM
The promoters of the Company hold share hundred percent in demat form.
PARTICULARS OF EMPLOYEES:
The information is required under Section 197 (12) of Companies Act, 2013 read with
rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
in respect of employees of the Company, forms part of this report as Annexure-11
DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with the
Auditors Certificate thereon, and the Management Discussion and Analysis Report are
attached, which forms part of this report. The Company has devised proper systems to
ensure compliance with the provisions of all applicable Secretarial Standards issued by
the Institute of Company Secretaries of India and is of the view that such systems are
adequate and operating effectively.
SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and is of the view that such systems are adequate and operating effectively.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:
Training on all sectors is given to its employees periodically and motivated to work in
line with the development of the industry. The willingness and commitment of the employees
help the company to stand tall among its customer in quality and service.
BOARD POLICIES:
The Company has the following policies which are applicable as per the Companies Act,
2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company.
- Code of Conduct for Directors and Senior Management
- Whistle Blower Policy/ Vigil Mechanism
- Policy of Directors Appointment and Remuneration
- Policy for determining materiality of events
- Policy on documents preservation of Documents
- Terms of appointment of Independent Directors
- Nomination and Remuneration Committee
- Policy on related party transactions
- Policy on Sexual Harassment of woman at work place (Prevention, prohibition and
redressal) Act, 2013.
POLICY ON INSIDER TRADING:
On December 31, 2018, the Securities and Exchange Board of India amended the
Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements
with effect from 1st April 2019. In line with the amendments, your Company has adopted an
amended Code of Conduct to regulate, monitor and report trading by Designated Persons and
their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices
and procedures for fair disclosure of unpublished price sensitive information which has
been made available on the Company's website www.jmjfintechltd.com
INTERNAL COMPLAINTS COMMITTEE:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee (ICC) is in place for all works and offices of the Company to
redress complaints received regarding sexual harassment. The policy on Prohibition
Prevention & Redressal of Sexual Harassment is available on the website of the Company
at www.jmjfintechltd.com
During the Financial Year under review, no complaints with allegation of sexual
harassment were filed with the ICC.
Internal Complaint Committee Members:
1. Ms. Julie George Varghese
2. Mrs. Vidya Damodaran
The Committee met once in the financial year 2022-23. The Company is committed to
provide a safe and conducive work environment to its employees during the financial year.
Your directors state that during the financial year 2022-23, there were no cases filed
pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act,
2013.
THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
. - Energy Conservation: Conservation of energy continues to receive
increased emphasis and steps are being taken to reduce the consumption of energy at all
levels. The Company has taken steps to conserve energy in its office use, consequent to
which energy consumption had been minimized. No additional Proposals/ Investments were
made to conserve energy. Since the Company has not carried on industrial activities,
disclosure regarding impact of measures on cost of production of goods, total energy
consumption, etc, is not applicable.
- Foreign Exchange Earnings and Outgo: The Company has not earned or spent any
foreign exchange during the year under review.
- Research and Development & Technology Absorption: The Company has not adopted
any technology for its business and hence no reporting is required to be furnished under
this heading. The Company will adopt necessary technology as and when required in the
furtherance of the business.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year, there were no such instances of significant and material orders passed
by the regulators, courts or tribunals except the NCLT order received for shifting of
registered office from ROC- Chennai to ROC - Coimbatore
MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY:
There are no Material change and events during the financial year except the following:
- Shifting of registered office of the company with effect from 09% May 2022 within the
Local Limits of the City.
- Change of name of the company from MEENAKSHI ENTERPRISES LIMITED to
TMJ FINTECH LIMITED vide Postal Ballot dated 14th June 2022.
- Shifting of registered office of the Company with effect from 13th September 2022
within the Local limits of the city.
- Shifting of Registered Office from the jurisdiction of Registrar of Companies,
Chennai to the Jurisdiction to Registrar of Companies, Coimbatore within the State of
Tamil Nadu vide Postal Ballot dated 10% January 2023.
- Domestic Enquiry Report against Smt Ema K Pulimood, Chief Financial Officer of the
Company w.e.f 27th July 2023 subject to which the Company has dismissed her with immediate
effect from the post of CFO along with taking into account the charges framed against her.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015,
Management Discussion and Analysis Report is attached as Annexure -I1L
CORPORATE GOVERNANCE REPORT
In accordance with Schedule V of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015 Corporate Governance Report forms part of this Annual
Report and attached
Place: Chennai |
For and behalf of the Board |
Date: 14.08.2023 |
sd/- |
|
Johny Madathumpady Lonappan |
|
Chairman |
|
DIN: 00017895 |
|