S J Logistics (India) Ltd Directors Report

To

The Members of S J Logistics (India) Limited

Your directors have the pleasure in submitting their 20t^h Annual Report of the Company together with the Consolidated Audited Statements of Accounts for the year ended 31s^t March 2023.

1. Financial Summary:

The Companys financial performance for the year under review along with the previous years figures is given below:

(Amount in Rs.in Lakhs)

Particulars	Consolidated		Standalone
	2022-23	2021-22*	2022-23	2021-22
Revenue from Operations	14,885.34	10,362.43	10,770.71	10,362.43
Other Income	69.82	32.75	69.88	32.75
Total Income	14.955.16	10,395.18	10,840.59	10,395.18
Total Expenses	13,914.38	10,165.21	10,523.05	10,165.21
Profit / (Loss) before Extra-ordinary items and Tax	1040.78	229.97	317.54	229.97
Profit / (Loss) Before Tax	1040.78	229.97	317.54	229.97
Tax Expense	214.69	56.98	81.61	56.98
Profit / (Loss) After Tax	826.10	172.99	235.93	172.99

‘Comparative figures are on standalone basis

2. State Of Companys Affairs and Future Outlook

There was no change in the nature of the business of the Company, during the year under review.

During the year under review, on consolidation basis Company has a profit of Rs. 826.10 (In Lakhs) considering first year which requires consolidation.

During the year under review, on Standalone basis Company has a profit of Rs. 235.93 (In Lakhs) against a profit of Rs. 172.99 (In Lakhs) during the previous year.

Your Company is hopeful to achieve higher growth in the year 2023-24, the Company had adopted standard operating procedures to achieve resiliency and mitigate the disruption.

3. Transfer to Reserve

The Board of Directors of your Company has decided to transfer a profit of Rs. 235.93 (In Lakhs) to the General Reserves for the year under review.

4. Dividend:

With a view to conserve resources, your directors have thought it prudent not to recommend any dividend for the financial year under review.

5. Unpaid Dividend & IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in the Unpaid Dividend Account of the Company.

6. Share Capital:

a. The Authorised Share Capital of the Company is Rs. 20,00,00,000/- in which Equity portion amounting to Rs. 11,25,00,000 divided into 1,12,50,000 Equity Shares of Rs. 10/- each and Preference Portion amounting to Rs. 8,75,00,000 divided Into 87,500 Preference Shares or Rs. 1000/- each.

Details of Changes in Authorised Capital:

The members of the Company in their extra ordinary general meeting held on 23^rd March, 2023, has approved the Subdivision of Face value of Equity Shares from Rs. 100 per share to Rs. 10 per shares.

b. The paid-up Share Capital of the Company is Rs. 2,95,17,100/- in which Equity portion amounting to Rs. 2,95,17,100/- divided into 29,51,710 Equity Shares of Rs. 10/- each and Preference Shares have not been issued till date.

Details of Changes in Paid-up Share Capital:

On 11^th May, 2022, the Company has allotted 26002 equity shares to shareholders of SJA Logisol India Pvt Ltd and 47129 equity shares to shareholders of S.J.L Singapore Pte Ltd as a consideration for acquisition of Shares of respective companies and making it Wholly owned Subsidiaries, pursuant to which Issued, Subscribed and Paid-Up Capital of the Company was increased to Rs. 2,95,17,100 divided into 2,95,171 Equity Shares of Rs. 100/- each and which was further subdivided on 23^,d March, 2023.

7. Details of Holding/Subsidiary/Joint Venture/ Associate Companies

During the year under review, the Company has two Subsidiaries which are as follows:

Sr No Name of Body Corporate	Identification No.	Relation	Country
1 SJA Logisol (India) Pvt. Ltd.	CIN U60300MH2018PTC313594	Whole Owned Subsidiary	India
2 S. J. L. Group (Singapore) Pte. Ltd.	UEN: 201330204C	Whole Owned Subsidiary	Singapore

Apart from above, there are no Holding/Subsidiary/Joint Venture/ Associate Company.

8. Public Deposits

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter-V of the Act is not applicable.

9. Loans from Directors:

During the financial year under review, the Company has borrowed following amount from Directors:

(Amount In Rs. In Lakhs)

Sr No Name of Director	Relation	2022-23	2021-22
1. Rajen HasmukhlalShah	Director	114.25	179.25
4. Mahesh Bhoir	Director	18.00	-
Total		132.25	179.25

Further, the directors confirmed to the Company that the amount given are out of own funds.

10. Particulars of Loans, Guarantees or Investments Under Section 186

During the year under review, all loans, guarantees and Investment made are as per Section 186 of the Company Act, 2013 and forms part of Notes to the Financial Statements.

11. Audit Report:

a) Statutory auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and pursuant to the casual vacancy caused by the resignation of previous Statutory Auditor, M/s. Vaibhav Bhandari & Associates. Company has appointed M/s. A. A. Mohare & Co., (FRN: 114152W) Chartered Accountants as the Statutory Auditors of the Company for the Financial Year 2022-23 in the Extra-Ordinary General Meeting of the Company held on 12th July. 2023.

Further, it is proposed to appoint M/s. A. A. Mohare & Co., (FRN: 114152W) Chartered Accountants as the statutory auditors of the company in the ensuing annual general meeting of the company for a consecutive period of 5 years i.e., from 2023-24 till 2027-28

Further, the Audit Report given by the Statutory Auditors for the financial year ended 31" March, 2023, does not have any qualifications, reservations or adverse remarks.

Reporting of frauds by statutory auditors:

During the year under review, the Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Board of Directors under Section 143(12) of the Act details of which needs to be mentioned in this Report.

b) Maintenance of Cost Records and Appointment of Cost Auditor

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules and accordingly cost audit of the Company has not been conducted for the financial year 2022-23.

c) Internal Auditor

The Internal audit of the Company has not been conducted for the financial year 2022-23 as provisions of Section 138 of the Companies Act, 2013 are not applicable on the Company.

d) Secretarial Auditor

The Secretarial audit of the Company has not been conducted for the financial year 2022-23 as provisions of Section 204 of the Companies Act, 2013 are not applicable on the Company.

12. Internal Control Systems and Their Adequacy

Your Company has adequate procedures for safeguarding of its assets, the prevention and detection of frauds and errors and the accuracy and completeness of accounting records. Your Company would adopt policies and procedures commensurate with its size as it scales up in business projects.

13. Risk Management

Your Company has in place a mechanism to identify, access, monitor ond mitigate various risks associated with the business of the Company. Major risks identified by the businesses and functions, if any, are systematically addressed through mitigating actions on a continuing basis. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making your Board has opted for formal Risk Management Policy, which is subject to review from time to time.

14. Directors and Key Managerial Personnel

a) Details of Director:

As on 31 " March, 2023, the Board comprised of Seven (7) Directors as below:

Sr No Name of Person	Designation	DIN
1. Rajen Hasmukhlal Shah	Managing Director	01903150
2. Asmita Rajen Shah	Whole-time Director	01903169
3. Mahesh Atmaram Bhoir	Executive Director	02395493
4. Anagha Mahesh Bhoir	Non-Executive Director	06683422
5. Pramod Dhunnulal Gupta	Independent Director	09556668
6. Ankita Babulal Purohit	Independent Director	09556809
7. Ramaswamy Narayan Iyer	Non-Executive Director	03045662

• Mr. Ramaswamy Iyer resigned from directorship w.e.f 10t^h April, 2023.

• Further Company has appointed Mr. Jeet Shah as Director & CFO of the Company w.e.f 11t^h July, 2023.

b) Declaration by Directors

Based on the declarations and confirmations received, none of the Directors of the Company are disqualified from being appointed/continuing as Directors in terms of section 164(2) of the Act.

c) Declaration by Independent Directors

All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. In the opinion of the Board, all the independent directors are persons of integrity, possesses relevant expertise and experience.

As per the requirement of Schedule IV of the Companies Act, 2013 Independent Director should meet at least once without the presence of Non-Independent Directors of the Company. A meeting was held on 24t^h February, 2023 for reviewing the performance of non- independent directors and the Board as a whole and to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

d) Details of KMP

During the year under review, Company was not required to appoint any Key Managerial Personnel.

• On 11th July, 2023, Company has appointed Mr. Jeet Rajen Shah as Chief Financial Officer of the Company.

e) Meeting of Directors:

Board Meetings:

Meetings of the Board of Directors are scheduled at regular intervals to discuss Company Policies and Strategy apart other business with the intervening gap between the two consecutive meetings did not exceed one hundred and twenty days as prescribed under Companies Act, 2013

Details of Meetings and Attendance of directors mentioned in the table below:

Date of Meeting	Rajen Shah	Asmita Shah	Ramaswamy Iyer	Pramod Gupta	Ankita Purohit	Mahesh Bhoir	Anagha Bhoir
04/04/2022	Present	Present	Present	NA	NA	NA	NA
14/04/2022	Present	Present	Present	Present	Present	NA	NA
11/05/2022	Present	Present	Present	Present	Present	NA	NA
06/07/2022	Present	Present	Present	Present	Present	NA	NA
14/09/2022	Present	Present	Present	Present	Present	NA	NA
29/09/2022	Present	Present	Present	Present	Present	NA	NA
23/12/2022	Present	Present	Present	Present	Present	Present	Present
24/02/2023	Present	Present	Present	Present	Present	Present	Present
30-09-2022 (19,h AGM)	Present	Present	Present	Present	Present	Present	Present

Audit Committee

The Audit Committee acts as a link among the Management, the Auditors and the Board of Directors to oversee the financial reporting process of the Company. The Committees purpose is to oversee the quality and integrity of accounting, auditing and financial reporting process etc.

Composition of Audit Committee as on 31" March, 2023:

Sr No Name of Person	Designation	Position
1. Pramod Dhunnulal Gupta	Independent Director	Chairman
2. Ramaswamy Narayan Iyer	Non-Executive Director	Member
3. Ankita Babulal Purohit	Independent Director	Member

Details of Meetings and Attendance of Audit Committee

Date of Meeting	Pramod Gupta	Ramaswamy Iyer	Ankita Purohit
14/04/2022	Present	Present	Present
14/09/2022	Present	Present	Present
29/09/2022	Present	Present	Present
23/12/2022	Present	Present	Present

Nomination and Remuneration Committee

The Company has duly constituted Nomination and Remuneration Committee with the provision of Section 178 of the Companies Act 2013 The Committees purpose is to determining qualifications, positive attributes and contribute to board diversity.

Composition of Nomination and Remuneration Committee as on 31^st March 2023:

Sr No Name of Person	Designation	Position
1. Pramod Dhunnulal Gupta	Independent Director	Chairman
2. Ramaswamy Narayan Iyer	Non-Executive Director	Member
3. Ankita Babulal Purohit	Independent Director	Member

Details of Meetings and Attendance of Nomination and Remuneration Committee

Date of Meeting	Pramod Gupta	Ramaswamy Iyer	Ankita Purohit
14/04/2022	Present	Present	Present
29/09/2022	Present	Present	Present
24/02/2023	Present	Present	Present

Stakeholder Relationship Committee

Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013 is not applicable as per provisions of law.

f) Companys Policy on Directors Appointment and Remuneration

The Company constituted a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.

g) Directors Responsibility Statement

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31* March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures:

b) the directors 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 as at March 31, 2023 and of the profit and loss of the company for that period;

c) the directors had 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) the directors had prepared the annual accounts on a going concern basis; and

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. Related Party Transactions

All transactions with related parties entered into during the financial year 2021-22 were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013 and the Rules made thereunder ("the Act"). Accordingly, no disclosure is made in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Act.

16. Particulars of Employees and Related Disclosures

During the year under review, details as required under Section 197 not applicable on the Company.

17. Corporate Social Responsibility

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

18. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Given the nature of activities of your Company, it has not spent any substantial amount on conservation of energy and technology absorption respectively under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Further more details have been given in Annexure 1 attached to this report.

19. Annual Return

As per Section 92(3), Every Company shall place a copy of the Annual Return on the website of the Company. The Company has update Annual Return for the current year on www.silogistics.co.in.

20. Vigil Mechanism

The Directors would like to inform that till now provisions of establishment of Vigil Mechanism do not apply to the Company.

21. Prevention Of Sexual Harassment at Workplace

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committee, which are responsible for redressal of complaints relating to sexual harassment at workplace. During the year under review, there were no complaints pertaining to sexual harassment were reported.

22. Significant and Material Orders

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

23. Material Changes and Commitments

No material changes and commitment affecting the financial position of the company have occurred between the end of the financial year to which these financial statements relate and the date of this report.

24. Secretarial Standards

The Company has generally followed the Secretarial Standard-1 (SS-1) on "Meetings of Board of Directors" and the Secretarial Standard - 2 (SS- 2) on "General Meetings", issued by the Institute of Company Secretaries of India and approved by the Central Government.

25. Other Disclosures

a) Disclosure Under Section 43{a)(ii) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) Disclosure Under Section 54(1)(d) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished

c) Disclosure Under Section 62(1)(b) of the Companies Act, 2013:

The Company has not issued equity shares under Employees Stock Option Scheme during the year under review.

d) Disclosure Under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

e) Disclosures under section 134(3)(l) of the companies act, 2013

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position, have occurred between the end of the financial year of the Company and the date of this report.

f) Disclosure regarding application made or any proceeding pending under the insolvency and bankruptcy code, 2016, during the year along with their status as at the end of the financial year

No application has been made nor is any proceeding pending by/against the Company under the Insolvency and Bankruptcy Code. 2016 during the year under review.

g) Disclosure regarding one time settlement and details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution.

26. Acknowledgement

Your directors place on record, their sincere thanks to employees, bankers, business associates, consultants, and various Government Authorities for their continued support extended to the Companys activities during the year under review.

Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.

For and on behalf of the Board of

Directors S J Logistics (India) Limited

Rajerf Hasmukhlal Shah Managing

Director DIN:01903150

Place: Thane

Date: 02nd September, 2023