SJ Corporation Ltd Directors Report.

To,

The Members,

SJ Corporation Limited

Your Directors have pleasure in presenting their 37th Annual Report on the Standalone Audited Statement of Accounts of SJ Corporation Limited ("The Company") for the Financial Year ended March 31, 2018.

Financial Results:

The summarized financial performance of the Company for the FY 2017-18 and 2016-17 are given below:

Particulars

Standalone

2017-18 2016-17
Revenue from operations 803.47 1,267.38
Other Income 21.79 20.20
Total Revenue 825.25 1,287.58
Total Expenses 841.78 1,334.98
Profit/(Loss) before exceptional items and tax -16.53 -47.40
Exceptional Items - -
Net Profit Before Tax -16.53 -47.40
Provision for Tax
- Current Tax - -
- Deferred Tax (Liability)/Assets 14.87 0.41
- Excess/(short) provision for earlier years - -0.38
Net Profit After Tax -1.66 -47.37
Profit/(Loss) from Discontinued operations - -
Tax Expense of Discontinued operations

-

-

Profit/(Loss) from Discontinued operations (after tax) - -
Profit/(Loss) for the period -1.66 -47.37
Other Comprehensive Income - -
- Items that will not be reclassified to profit or loss -9.28 -32.50
- Income tax relating to items that will not be reclassified to profit or loss - -
Total Comprehensive income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period) -10.94 -79.87
Earnings per equity share (for continuing operation):
- Basic -0.02 -0.57
- Diluted -0.02 -0.57

Review of Operations

During the year under review, the Company has posted total revenue of Rs. 825.25 lakhs as against Rs. 1287.58 lakhs for the corresponding previous year.

Further, the Company incurred Net Loss to the tune of Rs. 1.65 lakhs (before comprehensive income) as against Net Loss of Rs. 47.36 lakhs for the corresponding previous year.

State of Affairs and Future Outlook

In the coming years, the management does not foresee any major improvement in market conditions and hence is contemplating to diversify the business portfolio of the Company into more profitable business avenues for future benefit of the Company. In this regard, the management is thinking over to diversify the business of the Company into more profitable areas viz. real estate and allied activities.

Dividend

Due to loss incurred by the Company, your Directors do not recommend any dividend for the year under review.

Transfer to Reserves

In lieu of losses, no amount can be transferred to reserve.

Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

Directors and Key Managerial Personnel

At the 36thAnnual General Meeting held on 27thSeptember, 2017, Mrs. Usha Patel was re-appointed as the Director of the Company, who was liable to retire by rotation.

On the recommendations of the Nomination and Remuneration Committee, the Board appointed Mr. Tejas Vrujlal Adroja, as an Additional Director (Independent) of the Company with effect from August 11, 2018, in pursuant to section 161 of the Companies Act, 2013 read with Articles of Association of the Company and he will hold office upto ensuring Annual General Meeting.

The resolution for confirming the appointment of Mr. Tejas Vrujlal Adroja as an Independent Director, forms part of the Notice convening the Annual General Meeting (‘AGM) scheduled to be held on September 28, 2018. We seek your support and hope you will enthusiastically vote in confirming his appointment to the Board. Further, Mr. Rajesh Shah, Independent Director of the Company, has tendered his resignation from office of directorship of the Company w.e.f. August 10, 2018.

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Deepak Upadhyay(DIN: 0227038), Managing Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the forthcoming 37th Annual General Meeting. The Board recommends the said reappointment for shareholders approval.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

Sr. No. Name of KMP Designation
1. Mr. Deepak Upadhyay Managing Director
2. Mr. Roopesh Agrawal Company Secretary and Compliance Officer
3. Mr. Ashish Satani Chief Financial Officer

During the year, there has been no change in the Key Managerial Personnel.

Re-appointment of Independent Director

At the 33rdAnnual General Meeting of the Shareholders of the Company held on 25th September, 2014, had approved the appointment of Mr. Rajiv Shah as an Independent Director of the Company, whose term is due to expire on 31stMarch, 2019.

Further, as per Section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term of upto five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing of special resolution by the Company for another term of five consecutive years on the Board of a Company.

In view of long, rich experience, continued valuable guidance to the management and based on his performance evaluationas an Independent Director, the Nomination and Remuneration Committee recommends to reappointment him as an Independent Director on Board of the Company for second term as an Independent Director on the Board of the Company for a period of five years upto 31stMarch, 2024.

In the opinion of the Board, Mr. Rajiv Shah fulfills the conditions for appointment as Independent Directors as specified in the Act and the Listing Regulations; and Mr. Rajiv Shah is independent to the management.

The special resolution for re-appointment of Mr. Rajiv Shah as an Independent Director, forms part of the Notice convening the Annual General Meeting (‘AGM) scheduled to be held on September 28, 2018. We seek your support and hope you will enthusiastically vote in confirming his appointment to the Board.

Declaration by Independent Directors

The Independent Director(s) have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meetings

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual General Meeting (‘AGM) of the Shareholders. Additional meetings are held, when necessary.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting.

During the year 05 (Five) Board Meetings were held during the year ended 31stMarch, 2018, the dates which are 26thMay, 2017, 09th August, 2017, 10thNovember, 2017, 08th December, 2017 and 31st January, 2018. The gap between any two Board meetings during this period did not exceed one hundred and twenty days. Attendance details of Directors for the year ended March 31,2018 are given below:

Name of the Directors Category No. of Board Meetings attended
Mr. Rajiv Navinchandra Shah Chairman, Independent Director 4
Mr. Deepak Bhikhalal Upadhyay Managing Director 4
Mr. Rajesh Jesinglal Shah Independent Director 2
Mr. Savjibhai Doongarshibhai Patel Non-Executive Director 4
Mrs. Usha Savjibhai Patel Non-Executive Director 1

Discussions with Independent Directors

The Boards policy is to regularly have separate meetings with Independent Directors, to update them on all business related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.

Composition of Audit Committee

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.

During the Financial Year 2017-18, 4 (four) meetings of the Committee were held on, 26th May, 2017, 09th August, 2017, 10th November, 2017 and 31st January, 2018.

Details of the composition of the Committee and attendance during the year are as under:

Sr. No. Name of Directors Designation No. of Meetings Attended
1. Mr. Rajiv Shah Chairman, Independent Director 04
2. Mr. Rajesh Shah Member, Independent Director 02
3. Mr. Savji Patel Member, Non-Executive Director 04

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Composition of Nomination & Remuneration Committee

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

During the Financial Year 2017-18, 4 (four) meetings of the Committee were held on, 26th May, 2017, 09th August, 2017, 10th November, 2017 and 31st January, 2018.

Details of the composition of the Committee and attendance during the year are as under:

Sr. No. Name of Directors Designation No. of Meetings Attended
1. Mr. Rajiv Shah Chairman, Independent Director 04
2. Mr. Rajesh Shah Member, Independent Director 02
3. Mr. Savji Patel Member, Non-Executive Director 04

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

During the year, there have been no changes to the Policy. The same is annexed to this report as Annexure II and is available on ourwebsite www.sjcorp.in.

Details of remuneration paid to Directors and Key Managerial Personnel are as under:

Sr.No. Name of Directors and KMP Designation Remuneration per annum (Rs. in Lakhs)
1 Mr. Deepak Upadhyay Managing Director 3.60/-
2 Mr. Roopesh Agrawal Company Secretary 1.44/-
3 Mr. Ashish Satani Chief Financial Officer 2.40/-

Composition of Stakeholders Relationship Committee

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders etc. The Committee reviews Shareholders / Investors complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates, etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

The Company has not received any complaints from the investors during the financial year under review. During the Financial Year 2017-18, 4 (four) meetings of the Committee were held on, 26th May, 2017, 09th August, 2017, 10th November, 2017 and 31st January, 2018.

Details of the composition of the Committee and attendance during the year are as under:

Sr. No. Name of Directors Designation No. of Meetings Attended
1. Mr. Rajiv Shah Chairman, Independent Director 04
2. Mr. Rajesh Shah Member, Independent Director 02
3. Mr. Savji Patel Member, Non-Executive Director 04

Directors Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have 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 and loss of the company for that period;

(c) the directors have 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 have prepared the annual accounts on a going concern basis;

(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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees and Related Disclosures

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure III and forms an integral part of this report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the year.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure IV and forms an integral part of this report.

Extract of Annual Return:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure V and forms an integral part of this report.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any subsidiary / Associate company and has not entered into joint venture with any other company.

Statutory Auditors and Auditors Report

At the 35th Annual General Meeting held on 24th September, 2016, M/s. SDBA & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in financial year 2021.

Further, members of the Company at the Annual General Meeting (‘AGM) held on September 27, 2017, ratify the appointment of M/s. SDBA & Co., Chartered Accountants, as the statutory auditors of the Company for financial year 2017-18.

In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. However, pursuant to Ordinary Resolution passed at the 35th AGM, appointment shall subject to ratification at every annual general meeting.

Hence, the Notice convening the ensuing 37th AGM contained a resolution on ratification of appointment of Statutory Auditors. Further, M/s. SDBA & Co., Chartered Accountants, has confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of accounts of the Company for the Financial Year ending March 31,2019 and they will continue to be the Statutory Auditors of the Company for Financial Year ending March 31,2021.

Auditors Report as issued by M/s. SDBA & Co., Chartered Accountants, Auditors of the Company is self explanatory and need not call for any explanation by your Board.

Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure VI to this report.

Internal Audit & Controls

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, and Statutory Auditors.

Further, M/s. JD Pawar & Associates, Chartered Accountants, FRN: 141721W was appointed as Internal Auditor of the Company.

Employees Stock Option Plan

The Company has not provided stock options to any employee.

Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.sjcorp.in. The employees of the Company are made aware of the said policy at the time of joining the Company.

Risk Management Policy

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

Corporate Governance Report

The provisions of the Corporate Governance is not applicable to the Company pursuant to regulation 15(2)(a) of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31,2018.

Loans & Guarantees

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.

Insurance

The properties/assets of the Company are adequately insured.

Related Party Transactions

As no related party transaction was entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the financial year 2017-18, the particulars as required in form AOC-2 have not been furnished.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Companys total cost of operations. However, as a part of the Companys conservation of energy programme, the management has appealed to all the employees/workers to conserve energy.

(b) Absorption of Technology:

I. The efforts made towards technology absorption:

The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards and more efficient processes.

The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies and offering exciting new products. The depth of designing capabilities was the core to our success over the years.

The Company uses the service of in-house designers as well as those of free-lancers in developing product designs as per the emerging market trends. The Company uses innovation in design as well as in technology to develop new products.

II. Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations,

b) Reduced dependence on external sources for technology for developing new products and upgrading existing products,

c) Expansion of product range and cost reduction,

d) Greater precision,

e) Retention of existing customers and expansion of customer base,

f) Lower inventory stocks resulting in low carrying costs.

III. The Company has not imported any technology during the year under review;

IV. The Company has not expended any expenditure towards Research and Development during the year under review.

(c) Foreign Exchange Earnings and Outgo:

Particulars F.Y 2017-2018 F.Y 2016-2017
C.I.F. Value of Imports NIL 990.26/-
Foreign travelling expenses NIL 1.78/-
F.O.B. Value of Exports 477.66/- 1267.38/-

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules), the dividends, unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF established by the Central Government. Accordingly, the Company has transferred eligible Shares to IEPF Demat Account maintained by the IEPF authority within statutory timelines.

The Company has sent individual communication to the concerned shareholders at their registered address, whose dividend remained unclaimed and whose shares were liable to be transferred to the IEPF by June 01, 2017. The communication was also published in national English and local Marathi newspapers.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs www.iepf.gov.in.

Dates of declaration of dividends since 2011-12 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government are given in the below table.

Financial Year Ended Date of declaration of Dividend Amount Remaining unclaimed/Unpaid as on 31.03.2018 (Rs.) Last date for claiming unpaid dividend amount (before) Last date for transfer to IEPF
31.03.2011 29.09.2011 0.03 04.11.2018 03.12.2018
31.03.2012 31.08.2012 0.02 07.10.2019 06.11.2019
31.03.2013 30.08.2013 0.01 06.10.2020 05.11.2020
31.03.2014 25.09.2014 0.03 01.11.2021 01.12.2021
31.03.2015 26.09.2015 0.08 02.11.2022 02.12.2022
31.03.2016 24.09.2016 0.03 31.10.2023 31.11.2023

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/ principal amount, if any, standing to the credit of their account.

Corporate Social Responsibility

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee and frame a policy thereof.

Cost Audit

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at workplace (Prevention, prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year ended 31st March 2018, Company has not received any complaint of harassment.

Listing with Stock Exchange

The shares of the Company are listed on BSE only.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Further, as on date of signing of this report,Regional Director, Western Region Bench, Mumbai, has issued an Order dated 12.07.2018 for Shifting of Registered Office of the Company from State of Maharashtra to State of Gujarat.

Material Changes And Commitments Affecting The Financial Position Of The Company:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Acknowledgement

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

On behalf of the Board of Directors
Rajiv Shah
Place: Mumbai Chairman
Date: 11/08/2018 [DIN: 01765200]