KLM Axiva Finvest Unlisted Shares

Annual Report Summary

Corporate Information for KLM Axiva Finvest Limited:

• CIN: U65910TG1997PLC026983
• Board of Directors:
  • Chairman: T. P. Sreenivasan (Non-Executive Director)
  • Wholetime Director: Shibu Theckumpurath Varghese
  • Directors: Biji Shibu (Non-Executive Director), Issac Jacob (Independent Director), K. M. Kuriakose (Additional Independent Director), Joseph Paul Menacherry (Additional Independent Director), Abraham Thariyan (Additional Independent Director)
• Key Managerial Personnel:
  • CEO: Manoj Raveendran Nair
  • CFO: Thanish Dalee
  • Company Secretary & Compliance Officer: Srikanth G. Menon
• Statutory Auditors: R. B. Jain & Associates (Practicing Chartered Accountants)
• Secretarial Auditors: Nekkanti S.R.V.V.S. Narayana & Co. (Practicing Company Secretaries)
• Registrar of Companies: RoC, Hyderabad
• Debenture Trustee: Vistra ITCL (India) Limited
• Listing (Non-Convertible Debentures): BSE Limited
• Registrar & Share Transfer Agent: KFin Technologies Limited
• Registered Office: Hyderabad, Telangana - 500079; Email: admindvn@klmaxiva.com; Website: www.klmaxiva.com
• Corporate Office: Ernakulam, Kerala - 682 025; Tel: +91 484 4281 111; Email: admindvn@klmaxiva.com

Notice of 26th Annual General Meeting:

• The 26th Annual General Meeting (AGM) of KLM Axiva Finvest Limited will be held on Friday, August 18, 2023, at 03:00 P.M. IST via Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
• Ordinary Business:
  • To consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2023, and Reports of Board of Directors' and Auditors' thereon.
  • To appoint a Director in place of Mrs. Biji Shibu (DIN: 06484566), who is liable to retire by rotation, and being eligible, offers herself for re-appointment.
  • To appoint Statutory Auditors and fix their remuneration.
• Special Business:
  • To appoint Mr. Kuriakose (DIN: 08924909) as Independent Director.
  • Appointment of Mr. Joseph Paul Menacherry (DIN: 06540233) as Independent Director.
  • Appointment of Mr. Abraham Thariyan (DIN: 07132831) as Independent Director.
  • Revised remuneration to Mr. Shibu Theckumpurath Varghese (DIN: 02079917), Wholetime Director, with an annual remuneration of Rs. 96,00,000/- by way of monthly payment with effect from September 01, 2023.
  • Remuneration to Mrs. Biji Shibu (DIN: 06484566), Non-Executive Director an annual remuneration of Rs. 12,00,000/- by way of monthly payment with effect from September 01, 2023.
• The AGM will be held through VC/OAVM, without the physical presence of the Members at a common venue, in compliance with the Companies Act, 2013, SEBI Regulations, 2015, and MCA Circulars.
• No appointment of proxy will be available for the AGM, as physical attendance has been dispensed with.
• Institutional / Corporate Shareholders are required to send a scanned copy of their Board or governing body Resolution/Authorization authorizing their representative to attend the AGM through VC/OAVM.
• The Members can join the AGM in the VC/OAVM mode 15 minutes before the scheduled time of the commencement of the Meeting by using the e-voting login credentials.
• Members may access the electronic copy of the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act.
• Members seeking any information with regard to the financial statements or any matter to be placed at the AGM, are requested to write to the Company on or before Wednesday, August 16, 2023.
• The relevant details with respect to Item Nos. 2, 4, 5, 6, 7 & 8 pursuant to Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (ICSI), in respect of Directors seeking appointment/re-appointment or fixation of remuneration at this AGM are also annexed hereto.
• Members holding shares in physical form, in identical order of names, more than one folio may please write to the RTA of the Company viz. KFin Technologies Limited, so that their holdings can be consolidated into one folio.
• KFin Technologies Limited is the Registrar & Share Transfer Agent (“RTA”) of the Company.
• The Securities and Exchange Board of India (SEBI) has vide its latest Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 mandated furnishing of PAN, KYC details (i.e., Postal Address with Pin Code, e-mail address, mobile number, Company account details) and nomination details by holders of securities and has extended the timeline till September 30, 2023.
• SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, has mandated the listed companies to issue securities in dematerialized form only while processing service requests.
• Members are advised to exercise due diligence and notify the Company/RTA of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their Demat account(s) dormant for long.
• Members who have not yet registered their email address are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company/RTA in case the shares are held by them in physical form.
• Members attending the AGM through VC/OAVM shall only be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• The Company is providing the facility to its Members holding shares in physical or dematerialized form as on the cut-off date, Friday, August 11, 2023, to exercise their rights to vote by electronic means (the 'e-voting') on any or all of the business specified in the accompanying notice. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using e-voting system will be provided by CDSL.
• The e-voting period begins on Friday, August 18, 2023 at 03:00 p.m. IST and ends on Friday, August 18, 2023 at 05:00 p.m. IST. The e-voting module shall be disabled by CDSL for voting thereafter.
• Members are requested to make service requests by submitting duly filled and signed Form ISR-4 with RTA, the format of which is available on the website of the Company's Registrar and Transfer Agents.

Explanatory Statement Pursuant to Section 102 of the Companies Act. 2013:

• Item No: 4 - Appointment of Mr. Kuriakose (DIN: 08924909) as Independent Director: Mr. Kuriakose was appointed as an Additional Director on May 23, 2023, and his appointment as an Independent Director is subject to shareholder approval. The Nomination and Remuneration Committee and Board recommend his appointment for a 1-year term effective May 23, 2023. Mr. Kuriakose is a graduate in English Language and Literature and holds a Master's and M.Phil degree. He has over 30 years of teaching experience. The Board believes he fulfills independence criteria and the 'fit and proper' criteria of the RBI. He will receive sitting fees for meetings within Companies Act limits. Information about shareholding and relationships is Nil. The Board recommends his appointment for his knowledge, competence, and experience which would benefit the Company and diversify the Board.
• Item No: 5 - Appointment of Mr. Joseph Paul Menacherry (DIN: 06540233) as Independent Director: Mr. Menacherry was appointed Additional Director on June 8, 2023, and his appointment as Independent Director is subject to shareholder approval. The Nomination and Remuneration Committee and Board recommend his appointment for a 1-year term effective June 8, 2023. Mr. Joseph Paul Menacherry IAS (Retd.), is a Masters Holder in Human Resources Development. The Board believes he fulfills independence criteria and the 'fit and proper' criteria of the RBI. He will receive sitting fees for meetings within Companies Act limits. Shareholding and relationships are Nil. The Board recommends his appointment for his skills, expertise and experience which would benefit the Company for its global expansion plans.
• Item No: 6 - Appointment of Mr. Abraham Thariyan (DIN: 07132831) as Independent Director: Mr. Thariyan was appointed Additional Director on June 21, 2023, and his appointment as Independent Director is subject to shareholder approval. The Nomination and Remuneration Committee and Board recommend his appointment for a 1-year term effective June 21, 2023. Mr. Abraham Thariyan has a Bachelor of Science Degree in Chemistry and a Post-Graduate Degree in Sociology, Master of Business Administration and is a Certified Associate of the Indian Institute of Bankers. The Board believes he fulfills independence criteria and the 'fit and proper' criteria of the RBI. He will receive sitting fees for meetings within Companies Act limits. Shareholding and relationships are Nil. The Board recommends his appointment for his knowledge, skills, expertise and experience which would be very beneficial to the Company.
• Item No: 7 - Revised remuneration to Mr. Shibu Theckumpurath Varghese (DIN: 02079917), Wholetime Director: Board and committee approval based on July 7, 2023, the Nomination and Remuneration Committee approve revising the remuneration of Wholetime Director Mr. Shibu Theckumpurath Varghese Rs. 8,00,000/month Rupees Ninety Six Lakhs only per financial year with effect from September 01, 2023. Mr. Shibu is a shareholder of 17.02% in KLM part of the promoter group and director since August 2016 Companying sector. None of the Directors or Key Managerial Personnel and their relatives, except Mr. Shibu concerned with the remuneration to be paid are concerned. Recommends for approval of the members.
• Item No: 8 - Remuneration to Mrs. Biji Shibu (DIN: 06484566), Non-Executive Director Board and committee approval based on July 7, 2023, the Nomination and Remuneration Committee approve annual remuneration to Biji Shibu Rs. 12,00,000/ by monthly payment with effect from September 01, 2023. Mrs. Biji Shibu 11.67% holding in KLM promotor and director since March 2013. None of the Directors or Key Managerial Personnel and their relatives, except Mrs. Biji whom the remuneration is to be paid and Shibu her relative is concerned Recommends for approval of the members.

Report of The Board of Directors (Financial Year Ended March 31, 2023):

• Achieved ₹1,833.10 lakhs net profit compared to ₹1,138.34 lakhs in 2022.
• Interest income increased to ₹27,540.07 lakhs.
• Total income increased to ₹27,874.98 lakhs.
• Gold loan business contributed 64.60% of total income.
• Gold loan to total loan book is 64.23%.
• New corporate office construction at Edappally, Kerala is in progress.
• Shifted registered office within Hyderabad city limits effective August 13, 2022.
• Transferred ₹366.62 lakhs to Statutory Reserve.
• Revaluation reserve increased by ₹71.36 lakhs to ₹693.15 lakhs.
• The net owned fund (NOF) is ₹26,698.76 lakhs.
• Capital to Risk Assets Ratio (CRAR) stood at 25.27%.
• Has framed Fair Practices Code.
• Increased authorized share capital to ₹2,50,00,00,000.
• Issued and allotted 6,61,09,200 equity shares on private placement.
• Allotted 57,43,750 bonus equity shares.
• Raised funds through Public issue of Secured Redeemable Non-Convertible Debentures, Loans from Banks, Private placement of Equity shares and Perpetual Debt Instruments (PDIs) and issue of Subordinated Debts.
• Amount of NCDs issued through public issue outstanding as on March 31, 2023, is₹81,398.44 lakhs.
• The company has allotted 6,61,09,200 equity shares through private placement.
• The company has raised ₹1,428.43 lakhs through private placement Perpetual Debt Instruments (PDIs) in the nature of debentures on June 30, 2022.
• There were no defaults in payment of interest of PDIs during the reporting period.
• Subordinated Debts represents long term source of funds for the Company.
• The company has borrowings from banks stood at ₹7,562.82 lakhs.
• Credit Ratings: IND BBB-/Stable and CARE BBB-; Stable.
• Directors' Responsibility Statement is included.
• R. B. Jain & Associates, Chartered Accountants, are the statutory auditors.
• Company has in place an IT policy and has constituted Information Technology Strategy Committee (ITSC), the process to upload the requisite KYC details of the borrowers of the Company with CERSAI.
• Nekkanti S. R. V. V. S. Narayana & Co. reviewed all applicable compliances for the year 2022-23 as per SEBI Regulations.
• Neither the Statutory Auditors nor the Secretarial Auditors of the Company have reported any fraud.
• Changes and commitments affecting the financial position:
  • Tenure of Mr. Ambramoli Purushothaman (DIN: 07706484) as Independent Director expired with effect from April 12, 2023;
  • Mr. Sivadas Chettoor (DIN: 01773249) has resigned as the Independent Director of the Company (before expiry of his tenure) with effect from May 19, 2023 due to health reasons;
  • The shareholders approved the capitalization of a sum not exceeding Rs. 20,00,00,000 for the purpose of issue of bonus equity shares;
  • Approved the reappointment of Mr. Issac Jacob (DIN: 02078308) as Independent Director for his 2nd term;
  • The shareholders approved the alteration of Articles of Association (AOA);
  • Approved the Appointment of Mr. Sreenivasan Thettalil Parameswaran Pillai (DIN: 03048551) as Chairman;
  • Appointed Mr. K. M. Kuriakose (DIN: 08924909) as Additional Director;
  • Approved payment of interim dividend at the rate of 3% per share;
  • Approved the public issue of Secured Redeemable Non-Convertible Debenture (NCD IX);
  • Allotted bonus equity shares amounting to ₹18,67,27,790/- ;
  • Appointed Mr. Joseph Paul Menacherry (DIN: 06540233) as Additional Director;
  • Appointed Mr. Abraham Thariyan (DIN: 07132831 as Additional Director.
• Corporate Governance Report as per Listing Regulations is attached. The report also includes the details as required to be provided.
• Company has adopted the Code of Conduct of Board of Directors and Senior Management.
• The Compliance Certificate is M/s. Nekkanti S. R. V. V. S. Narayana & Co. confirming compliance with the conditions of corporate governance as stipulated in part C.
• Composition of the Board of Directors is as under;
  • Mr. Shibu Theckumpurath Varghese: Wholetime Director
  • Ms. Biji Shibu: Director
  • Mr. Issac Jacob: Director
  • Mr. Sreenivasan Thettalil Parameswaran Pillai: Chairman
  • Mr. K. M. Kuriakose: Additional Director
  • Mr. Joseph Paul Menacherry: Additional Director
  • Mr. Abraham Thariyan: Additional Director
• Changes in the composition of board of directors & key managerial personnel: Appointment of Mr. Ambramoli Purushothaman (DIN: 07706484) as Additional Director on April 12, 2022.
• Resignation of Director: Mr. Sivadas Chettoor (DIN: 01773249) has resigned as the Independent Director of the Company with effect from May 19, 2023.
• Board of directors met six times during the FY 2022-23.
• The Board of Directors has constituted Nine (9) Committees.
• The composition of the Audit committee as on March 31, 2023 is given, the audit committee met four times.
• The independent directors have submitted necessary disclosures confirming that they meet the criteria of independence.
• During the reporting period, a formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors. The rating activity is done by all the directors of the Board.
• Company being a non-deposit taking NBFC with an asset size of above ₹1000 crore is classified as NBFC-Middle Layer (NBFC-ML).
• The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
• The Board of Directors of the company has not revised any reports or financial statements.
• A Whistle Blower Policy approved by the Board has been established in the Company.
• The Nomination and Remuneration Committee (NRC) of the Board has formulated the criteria determining qualifications.
• National Company Law Tribunal (NCLT), Kochi bench vide order dated May 05, 2022 approved the voluntary liquidation and dissolution of the wholly-owned subsidiary company namely M/s. KMLM Financial Services Limited.
• Details of significant and material orders passed by the Regulators.
• Company formulated and implemented a policy for risk management.
• The Board of the Company has laid down internal financial controls.
• The Company has always believed in providing a safe and harassment-free workplace.
• The company had no exposure to commodity, commodity risk or hedging activities during the FY 2022-23.
• KFin Technologies Limited is the Registrar & Share Transfer Agent.
• The shareholders are free to hold the Company's shares either in physical form or in dematerialized form.
• Company has 694 branches as on March 31, 2023.
• The code of conduct is available at the website of the Company in the link: https://klmaxiva.com/assets/pdf/Code%20of%20conduct%20of%20board%20of%20directors%20and%20senior%20management%20personnel.pdf

The report includes a summary of financial performance, operational performance, capital adequacy, shareholding patterns, and various compliance matters. It outlines the company's strategies for managing risks and its approach to corporate social responsibility. It also mentions regulatory actions, changes in key personnel, and the details of committee meetings and their decisions. The report further discusses the company's initiatives towards adopting new technologies and practices in the financial sector.