To
The Members,
S.J.S. ENTERPRISES LIMITED
(Formerly known as S.J.S. Enterprises Private Limited)
Your directors have pleasure in presenting the Annual Report of S.J.S. Enterprises
Limited (the "Company") together with audited financial statements (consolidated
and standalone) and the Auditors Report for the financial year ended 31 March 2023
("financial year").
In compliance with the applicable provisions of Companies Act, 2013, including any
statutory modification(s) or re-enactment(s) thereof, for time being in force
("Act") and the Securities and Exchange Board of India (Listing Obligations and
Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report
covers the financial results and other developments during the financial year ended 31
March 2023, in respect of the
Financial Results
The financial performance of the Company for the financial year ended 31 March 2023 is
summarized below:
|
Year ended |
Year ended |
Particulars |
31 March 2023 |
31 March 2022 |
31 March 2023 |
31 March 2022 |
|
Standalone |
Consolidated |
| Revenue from operations |
2,961.92 |
2,678.85 |
4,330.49 |
3,698.56 |
| Other Income |
85.27 |
34.16 |
101.52 |
41.61 |
Total Income |
3,047.19 |
2,713.01 |
4,432.01 |
3,740.17 |
| Less:- Cost of raw materials consumed |
1,136.71 |
992.01 |
1,942.65 |
1,590.88 |
Less:- Changes in Inventory of FG, WIP and stores & spares |
(38.67) |
20.50 |
(74.79) |
(0.10) |
| Less:- Employee benefit expenses |
453.30 |
409.12 |
561.29 |
510.41 |
| Less:- Finance costs |
6.72 |
4.84 |
23.11 |
30.20 |
| Less:- Depreciation and amortization expense |
164.05 |
154.13 |
233.01 |
215.74 |
| Less:- Other expenses |
538.12 |
437.90 |
835.04 |
653.65 |
Total Expenses |
2,260.23 |
2,018.50 |
3,520.31 |
3,000.78 |
Profit before Tax |
786.96 |
694.51 |
911.70 |
739.39 |
| Less:- Tax expenses |
|
|
|
|
| - Current tax |
195.48 |
180.12 |
240.19 |
204.39 |
| - Deferred tax (credit)/charge |
3.62 |
(4.22) |
(1.02) |
(15.18) |
Total tax expense |
199.10 |
175.90 |
239.17 |
189.21 |
| Profit for the year |
587.86 |
518.61 |
672.53 |
550.18 |
Other comprehensive (expenses) /income for the year, net of tax |
(6.83) |
1.82 |
(5.73) |
(0.48) |
Total comprehensive Income for the year |
581.03 |
520.43 |
666.80 |
549.70 |
Earnings per equity share (face value of 10 each) |
|
|
|
|
| - Basic (in ) |
19.31 |
17.04 |
22.10 |
18.08 |
| - Diluted (in ) |
19.06 |
16.88 |
21.81 |
17.90 |
Business Review
Standalone Financial Results:
During the financial year, your Company recorded a total income of 3,047.19 Mn
as against 2,713.01 Mn in the previous financial year, registering an
increase of 12.32% against previous financial year.
The Companys profit after tax has increased to 587.86 Mn from 518.61 Mn,
at a growth of 13.35%.
The Company has posted highest ever total revenue 3047.19 Mn and highest ever
net profit after tax 587.86 Mn.
Consolidated Financial Results:
During the financial year, your Companies recorded a total income of 4,432.01 Mn
as against 3,740.17 Mn in the previous financial year, registering an increase of
18.50% against previous
The Companys profit after tax has increased to 672.53 Mn from 550.18 Mn,
at a growth of 22.24%.
The statement also provides details of the performance and financial position of the
subsidiary. Audited statements together with related information and other reports of the
subsidiary company have also been placed on the website of the Company at
https://www.sjsindia.com .
Dividend
Considering the future inorganic growth of the Company and its operations the Board of
Directors of the Company does not declare final dividend for the financial year
31 March 2023.
Dividend Distribution Policy
Regulation 43A of the SEBI Listing Regulations, as amended by the SEBI (Listing
Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, makes it
mandatory for the top 1000 listed entities based on their market capitalization calculated
as on 31 March of every financial year to formulate a Dividend Distribution Policy.
In compliance with the provisions of Regulation 43A of the SEBI Listing Regulations,
the Board of Directors of the Company at its meeting held on 19 July 2021 has approved and
adopted the Dividend Distribution Policy of the Company. The said policy inter alia, lays
down various parameters relating to declaration/ recommendation of dividend and is
available on the Companys website at https://www.sjsindia.com/investors. html#policies.
Transfer of Unclaimed Dividend to the Investor
Education and Protection Fund
In accordance with the provisions of Sections 124 and 125 of the Act and Investor
Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016,
dividends of a Company which remain unpaid or unclaimed for a period of seven years from
the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to
the Investor Education and Protection Fund ("IEPF"). In terms of the foregoing
provisions of the Act, there is no dividend which remains outstanding or remains to be
paid and require to be transferred to the IEPF by the Company during the year ended 31
March 2023.
Reserves
The Company has not transferred any amount to reserves for the financial year ended 31
March 2023. year.
Share Capital
During the financial year, the Company has not altered/ modified its authorised share
capital.
Management Discussion & Analysis Report
Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Management Discussion and
Analysis Report forms an integral part of the Annual Report.
Corporate Governance
Pursuant to Regulation 34(3) of SEBI Listing Regulations, a report on Corporate
Governance along with a Certificate from the Company Secretary in Practice towards
compliance of the provisions of Corporate Governance forms an integral part of the Annual
Report.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business
Responsibility and Sustainability Report (‘BRSR) on initiatives taken from an
environmental, social and governance perspective, in the prescribed format is forms an
integral part of the Annual Report.
Particulars of Related Party Transactions
Related party transactions entered during the financial year were on arms length basis
and in the ordinary course of business. There are no materially significant related party
transactions made by the Company which may have potential conflict with the interest of
the Company. Particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Act, in compliance with the SEBI Listing
Regulations, and as required under Section 134(3)(h) of the Act, read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 is enclosed to this report as Annexure – A.
There are no material related party transactions which are not in ordinary course of
business or which are not on arms length basis.
Particulars of Inter-Corporate Loans or Investments or Guarantees or Security
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing
Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and
Investments are provided as part of the financial statements.
Further, the Company has not given any guarantee or security to any person or body
corporate or made any investments during the financial year.
Secretarial Standards
The Company is in compliance with the Secretarial Standards on Meetings of Board of
Directors (SS-1) and General Meetings (SS-2).
Orders Passed by Regulators/Courts/Tribunals
There were no significant / material orders passed by the regulators or courts or
tribunals during the financial year, impacting the going concern status and Companys
operations in future.
Change in Nature of Business
During the financial year, there has been no change in the Companys nature of
business.
Annual Return
As per the requirements of Section 92(3) of the Act and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the copy of annual return in the prescribed
Form MGT-7 for FY 2022-23 is available on the website of the Company at
www.sjsinida.com
Change in Financial Year
There has been no change in the financial year of the Company during the financial
year.
Deposits
The Company has not accepted any deposits covered under
Chapter V of the Act, during the financial year.
Report on Performance of Subsidiaries, Associate
Companies & Joint Ventures
Subsidiary:
A statement containing salient features of the financial statements of Subsidiary is
enclosed to this report as
Annexure – B.
Associate:
A statement containing salient features of the financial statements of Associate is
enclosed to this report as
Annexure – B.
Joint venture companies:
There are no joint venture companies as of 31 March 2023.
Corporate Social Responsibility ("CSR")
In accordance with the requirements of Section 135 of the Act, the Company has
constituted the CSR Committee and also formulated a CSR Policy which is available on the
website of the Company at https://www.sjsindia.com/investors. html#policies.
The CSR Policy was amended vide the resolution of the Board of Directors dated 19 July
2021 to incorporate amendments brought about to the provisions of Section 135 of the Act
and the Rules vide notification dated 22 January 2021 issued by
Ministry of Corporate Affairs.
The Annual Report on CSR activities of the Company for the financial year as required
to be given under Section 135 of the Act and Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is enclosed to this report as Annexure – C.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal)
Act, 2013
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made there under, your Company has
adopted a Sexual Harassment Policy for women to ensure healthy working environment without
fear of prejudice, gender bias and sexual harassment. ‘Care and Dignity Policy is
available on the website of the Company at https://www.sjsindia.com/
investors.html#policies.
The Board states that there were no cases or complaints filed pursuant to the Sexual
Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 during the financial year.
Details of complaints received and redressed during the financial year:
| a. Number of complaints filed during the financial year |
Nil |
b. Number of complaints disposed of during the financial year |
Nil |
c. Number of complaints pending as on end of the financial year |
Nil |
Vigil Mechanism and Whistle Blower Policy for Directors and Employees
The Company has formulated a comprehensive Whistle
Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the
Act, with a will to enable the stakeholders, including directors, individual employees to
freely communicate their concerns about illegal or unethical practices and to report
genuine concerns to the Audit Committee of the Company.
The mechanism provides adequate safeguards against victimization of directors or
employees who avail the mechanism. The Vigil Mechanism and Whistle Blower Policy is
available on the website of the Company at https://www.sjsindia.com/investors.html#policies.
Board of Directors
Your Companys Board comprises of the following Directors as on the end of the
financial year:
Sl. No. |
Name of Director |
Designation |
| 1. |
Mr. Ramesh C Jain |
Chairman & Independent Director |
| 2. |
Mr. K. A. Joseph |
Managing Director |
| 3. |
Mr. Sanjay Thapar |
CEO & Executive Director |
| 4. |
Mr. Kevin K Joseph |
Executive Director |
| 5. |
Mr. Vishal Sharma |
Nominee Director |
| 6. |
Mr. Kazi Arif Uz Zaman |
Nominee Director |
| 7. |
Mrs. Veni Thapar |
Independent Director |
| 8. |
Mr. Matthias Frenzel |
Independent Director |
As per Section 152 of the Act, unless Articles provide otherwise, at least two-thirds
of the total number of directors shall be liable to retire by rotation of which one third
shall retire at every Annual General Meeting.
In view of the above mentioned provision, Mr. Vishal Sharma, is liable to retire by
rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for re-appointment.
The Board has considered and approved the recommendation of the Nomination &
Remuneration Committee in their meeting held on 15 May 2023 to re-appoint Mr. Vishal
Sharma as Director of the Company, liable to retire by rotation, subject to the approval
of the shareholders in the forthcoming Annual
General Meeting.
Key Managerial Personnel
Pursuant to Section 203 of the Act, the following persons are the Key Managerial
Personnel of the Company as on the end of the financial year:
Sl. No. |
Name of Director |
Designation |
| 1. |
Mr. K. A. Joseph |
Managing Director |
| 2. |
Mr. Sanjay Thapar |
CEO & Executive Director |
| 3. |
Mr. Kevin K Joseph |
Executive Director |
| 4. |
Mr. Mahendra Kumar Naredi |
Chief Financial Officer |
5. |
Mr. Thabraz Hushain. W |
Company Secretary & Compliance Officer |
Declaration by Independent Directors
The Company has received declarations from each of its Independent Directors under
Section 149(7) of the Act and
Regulation 25(8) of SEBI Listing Regulations, confirming compliance with the criteria
of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of
SEBI Listing Regulations and there has been no change in the circumstances which may
affect their status as Independent
Directors during the financial year.
All Independent Directors of the Company have affirmed compliance with Schedule IV of
the Act and Companys Code of Conduct for Directors and Employees for the financial year.
All the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate
Affairs (‘IICA) towards the inclusion of their names in the Independent
Directors Databank maintained by IICA and meet the requirements of proficiency
self-assessment test.
Risk Management
The Board of Directors of the Company have formed a Risk Management Committee to
identify, assess and mitigate the risks involved in the Companys business. The committee
is responsible for assisting the Board in understanding existing risks, reviewing the
mitigation and elimination plans.
The Audit Committee has additional oversight in the area of financial risks and
controls. The major risks identified are systematically addressed through mitigating
actions on a continuing basis.
Committees
As per the requirements of the Act and SEBI Listing Regulations, the following
committees have been constituted by the Board. The composition of the committees as on the
end of the financial year is as follows:
Audit Committee:
The composition of the Audit Committee, pursuant to Section 177 of the Act and
Regulation 18 of SEBI Listing Regulations is as follows:
Sl. No. |
Name of Director |
Position on the Committee |
Designation |
1 |
Mrs. Veni Thapar |
Chairperson |
Independent Director |
2 |
Mr. Ramesh C Jain |
Member |
Chairman & Independent Director |
| 3 |
Mr. Vishal Sharma |
Member |
Nominee Director |
Nomination and Remuneration Committee:
The composition of the Nomination and Remuneration Committee, pursuant to Section
178(1) of the Act and
Regulation 19 of SEBI Listing Regulations is as follows:
Sl. No. |
Name of Director |
Position on the Committee |
Designation |
1 |
Mrs. Veni Thapar |
Chairperson |
Independent Director |
2 |
Mr. Ramesh C Jain |
Member |
Chairman & Independent Director |
| 3 |
Mr. Vishal Sharma |
Member |
Nominee Director |
The composition of the Stakeholders Relationship Committee, pursuant to Section 178(5)
of the Act and Regulation 20 of
SEBI Listing Regulations is as follows:
Sl. No. |
Name of Director |
Position on the Committee |
Designation |
1 |
Mr. Matthias Frenzel |
Chairman |
Independent Director |
| 2 |
Mr. K A Joseph |
Member |
Managing Director |
| 3 |
Mr. Sanjay Thapar |
Member |
CEO & |
|
|
|
Executive Director |
4 |
Mr. Kazi Arif Uz Zaman |
Member |
Nominee Director |
Risk Management Committee:
The composition of Risk Management Committee, pursuant to Regulation 21 of SEBI Listing
Regulations is as follows:
Sl. No. |
Name of Director |
Position on the Committee |
Designation |
1 |
Mr. Sanjay Thapar |
Chairman |
CEO & Executive Director |
| 2 |
Mrs. Veni Thapar |
Member |
Independent Director |
| 3 |
Mr. Vishal Sharma |
Member |
Nominee Director |
Corporate Social Responsibility Committee:
The composition of CSR Committee, pursuant to Section 135 of the Act is as follows:
Sl. No. |
Name of Director |
Position on the Committee |
Designation |
1 |
Mr. Matthias Frenzel |
Chairman |
Independent Director |
| 2 |
Mr. K A Joseph |
Member |
Managing Director |
| 3 |
Mr. Sanjay Thapar |
Member |
CEO & |
|
|
|
Executive Director |
| 4 |
Mr. Vishal Sharma |
Member |
Nominee Director |
| 5 |
Mrs. Veni Thapar |
Member |
Independent Director |
The Company has maintained adequate financial control system, commensurate with the
size, scale and complexity of its operations and ensures compliance with various policies,
practices and statutes in keeping with the organizations pace of growth and increasing
complexity of operations.
Auditors & Audit Report
Statutory Auditors:
M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022),
Bengaluru, the Statutory Auditors of the Company, hold office, in accordance with the
provisions of the Act, up to the conclusion of the 20th Annual General Meeting
of the Company.
Further, the report of the Statutory Auditors along with notes to Schedules forms part
of the Annual Report which is self-explanatory. There has been no qualifications/
reservations/ adverse remarks given by the Statutory Auditors in their
Report for the financial year.
Cost Auditors:
In terms of provisions of Section 148 of the Act read with the Companies (Accounts)
Rules, 2014, Cost Audit is applicable to the Company. The accounts and records are made
and maintained by the Company as specified by the Central Government under Section 148(1)
of the Act. M/s PSV &
Associates, Bengaluru, Cost Accountants (Firm Registration No. 000304), appointed as
the Cost Auditors for conducting audit of cost accounting records of the Company for the
financial year, will submit their report to the Board within a period of one hundred
eighty days from the end of the financial year as required under the Act; the Company
shall file a copy of the said report in Form CRA-4 within a period of thirty days from the
date of its receipt.
The Cost Audit Report for the financial year 2021-22 dated 21 September 2022
issued by M/s PSV & Associates,
Bengaluru, Cost Accountants (Firm Registration No. 000304) was filed with the Ministry
of Corporate Affairs.
Pursuant to Section 148 of the Act, read with the Companies (Cost Records and Audit)
Rules, 2014, the Board on the recommendation of Audit Committee, reappointed M/s PSV &
Associates, Bengaluru, Cost Accountants, (Firm Registration
No. 000304) for conducting audit of cost accounting records of the Company for the
financial year 2023-24. As required under the Act, the remuneration payable to the Cost
Auditors is required to be placed before the members, in the forthcoming annual general
meeting for their ratification. Accordingly, a resolution seeking members approval for
the remuneration payable to M/s. PSV & Associates, Cost
Accountants, is included in the Notice of the forthcoming annual general meeting.
Secretarial Auditor:
The Board, based on the recommendation of the Audit Committee has appointed Mr.
Dwarakanath C, Practicing
Company Secretary (FCS No. 7723 and Certificate of Practice
No. 4847) as the Secretarial Auditor of the Company to conduct Secretarial Audit for
the financial year.
The Secretarial Audit Report in Form MR-3 is enclosed to this report as Annexure
– D.
Internal Auditors:
Pursuant to Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the
Company has appointed
M/s. Kumbhat & Co, Chartered Accountants, Coimbatore
(Firm Registration No. 0016095) as the Internal Auditors of the Company for the
financial year.
The periodic reports of the said internal auditors are regularly placed before the
Audit Committee along with the managements comments.
Details in Respect of Frauds Reported by Auditors under Sub-Section (12) Of Section 143
of the Act
During the financial year, no frauds were reported by the
Auditors under Section 143(12) of the Act.
Material Changes and Commitments, If Any Affecting the Financial Position of the
Company Occurred After the End of the Financial Year and Till the Date of the Report
During the FY 2023-24 your Company has approved the acquisition of 90.1% stake in
Walter Pack Automotive Products India Private Limited ("WPI") for a total cash
consideration of 2,393 Mn. Pursuant to the successful completion of this acquisition,
WPI will become the subsidiary of your Company.
During the FY 2023-24 your Company has approved to increase the authorized share
capital of the Company from 35 Crores to 50 Crores.
During the FY 2023-24 your Company has approved to issue equity shares on preferential
basis upto 6,00,000 (Six Lakhs) Equity Shares of face value 10/- each at an issue price
of 500/- (Rupees Five Hundred Only) per equity share to Mr. K.A. Joseph
("Investor"), Founder, Promoter & Managing Director of the Company, subject
to the approval of shareholders, in accordance with the Companies Act, 2013 read with the
rules made there under and Chapter V of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR
Regulations") read with other applicable regulations, if any
Meetings of the Board and Committees
The details of meetings of the Board of Directors, its
Committees and General Meetings along with attendance, are included in the Corporate
Governance Report which forms an integral part of the Annual Report.
Meeting of Independent Directors
In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI
Listing Regulations, a separate meeting of the Independent Directors was held on 22
February 2023.
The Independent Directors at this meeting, inter alia, reviewed the following:
Performance of Non-Independent Directors (both Executive and Non-Executive) and the
Board as a whole;
Performance of the Chairman of the Board, taking into account the views of Executive
Directors and Non-
Executive Directors.
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.
Performance Evaluation of Board and Its Committees
Pursuant to the provisions of the Act and SEBI Listing
Regulations, 2015 and as per Guidance Note on Board
Evaluation issued by SEBI on 05 January 2017, the Board of Directors have evaluated the
performance of all Independent
Directors, Non-Independent Directors and its Committees.
The Board deliberated on various evaluation attributes for all directors and after due
deliberations made an objective assessment and evaluated that all the directors in the
Board have adequate expertise drawn from diverse industries and business and bring
specific competencies relevant to the Companys business and operations. The Board found
that the performance of all the Directors was quite satisfactory.
The Board also noted that the term of reference and composition of the Committees was
clearly defined. The
Committee performed their duties diligently and contributed effectively to the
decisions of the Board.
The functioning of the Board and its committees were quite effective. The Board
evaluated its performance as a whole and was satisfied with its performance and
composition of Independent and Non-Independent Directors.
The following recommendations of board of directors are being implemented in the FY
2023-24:
To allocate the additional time for meetings.
To organize more number of in persons meetings
Non Executive Directors Compensation and Disclosures
None of the Independent / Non- Executive Directors have any pecuniary relationship or
transactions with the Company which in the judgment of the Board, may affect the
independence of the Directors.
Familiarisation Programme for Independent
Directors
The Company has periodically conducted familiarisation programmes for its Independent
Directors with an objective of making them accustomed to the business and operations of
the Company through various structured orientation programmes.
The familiarization programmes also intend to update the Independent Directors on a
regular basis, on any significant changes therein so as to be in a position to take well
informed and timely decisions.
The details of the familiarization programmes undertaken during the financial year is
available on the website of the Company at https://www.sjsindia.com/investors.
html#corporate-governance.
Particulars of Conservation of Energy, Technology Absorption & Foreign Exchange
Earnings And Outgo
Pursuant to provisions of Section 134(3)(m) of the Act & Rule
8(3)(A) of Companies (Accounts) Rules, 2014, the details of Energy Conservation,
Technology Absorption and Foreign Exchange Earnings and Outgo is enclosed to this report
as
Annexure – E.
Directors Appointment and Remuneration Policy
The Company has framed and adopted the Nomination &
Remuneration Policy in terms of Section 178 of the Act with effect from 19 July 2021.
The policy, inter alia, lays down the principles relating to appointment, cessation,
remuneration and evaluation of directors, key managerial personnel and senior management
personnel of the Company.
The Nomination & Remuneration Policy of the Company is available on the website of
the Company at https://www. sjsindia.com/investors.html#policies.
Particulars of Employees and Related Disclosures
The details as prescribed under Section 197(12) of the Act and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed
to this report as Annexure – G.
Employeees Stock Option
The Company has instituted employee stock options plan(s) from time to time to
motivate, incentivize, and reward employees. The Board Governance, Nomination and
Remuneration Committee administers these plan(s). The stock option plans are in
compliance with the Securities and
Exchange Board of India (Share Based Employee. Benefits and Sweat Equity) Regulations,
2021, as amended ("Employee
Benefits Regulations") and there have been no material changes to these plans
during the financial year. Disclosures on various plans, details of options granted,
number of shares arising as a result of exercise of options, etc., as required under the
Employee Benefits Regulations, is enclosed to report as Annexure – F and is
available on the website of the Company at www.sjsindia.com.
Prohibition of Insider Trading
Pursuant to provisions of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended ("PIT Regulations"), the Company
has adopted Insider Trading Code to regulate, monitor and report trading by insiders. This
Code is applicable to Promoters, all Directors, Designated Persons and Connected Persons
and their immediate relatives, who are expected to have access to Unpublished Price
Sensitive Information ("UPSI") relating to the Company.
The Company has also formulated a ‘Code of Practices and
Procedures for Fair Disclosure of UPSI in compliance with the PIT Regulations. The
aforesaid Codes are available on the website of the Company at https://www.sjsindia.com/
investors.html#policies.
Directors Responsibility Statement
Pursuant to Section 134 (5) of the Act, the Directors hereby confirm that:
(a) in the preparation of the annual accounts, 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 at the end of the financial year and of
the profit of 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 this Act 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;
(e) the directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(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.
Proceedings Pending Under the Insolvency and Bankruptcy Code, 2016
No application has been made or any proceeding is pending under the IBC, 2016.
Difference in Valuation
The Company has never made any one-time settlement against the loans obtained from
Banks and Financial Institution and hence this clause is not applicable.
Acknowledgements
The Board of Directors are grateful to various government and semi-government
authorities, bankers, investors, vendors and customers for their valued assistance and
co-operation.
The Board also wishes to place on record its deep sense of appreciation for the
committed service of the executives, staff and workers of the Company.
For & on behalf of the Board of Directors |
K.A. Joseph |
Sanjay Thapar |
| Managing Director |
CEO & Executive Director |
| DIN: 00784084 |
DIN: 01029851 |
| Place: Bengaluru |
|
| Dated: 15 May 2023 |
|
+91-9892691696
