To,
The Members,
SJ Corporation Limited
Your directors take pleasure in presenting the Forty-Second (42nd) Boards Report on
the business and operations of your Company (the "Company" or "SJ
Corporation Ltd."), along with the audited financial statements for the Financial
Year ("FY") ended March 31, 2023.
Financial Results:
The summarized financial performance of the Company for the FY 2022-23 and 2021-22 are
given below:
|
|
[Rs. in Lakhs] |
| Particulars |
Standalone |
|
2022-23 |
2021-22 |
| Revenue from operations |
2177.19 |
1437.61 |
| Other Income |
3.09 |
6.80 |
| Total Revenue |
2180.28 |
1444.41 |
| Total Expenses |
2123.79 |
1440.48 |
| Profit/(Loss) before exceptional items and tax |
56.49 |
3.93 |
| Exceptional Items |
- |
- |
| Net Profit Before Tax |
56.49 |
3.93 |
| Provision for Tax |
|
|
| - Current Tax |
(3.59) |
- |
| - Deferred Tax (Liability)/Assets |
(17.54) |
(1.05) |
| - Excess/(short) provision for earlier years |
(0.01) |
- |
| Net Profit After Tax |
35.35 |
2.88 |
| Profit/(Loss) from Discontinued operations |
- |
- |
| Tax Expense of Discontinued operations |
- |
- |
| Profit/(Loss) from Discontinued operations (after tax) |
- |
- |
| Profit/(Loss) for the period |
35.35 |
2.88 |
| Other Comprehensive Income |
- |
- |
| - Items that will not be reclassified to profit or loss |
(1.16) |
2.81 |
| - Income tax relating to items that will not be reclassified to profit or loss |
(0.64) |
(0.13) |
| Total Comprehensive income for the period (Comprising Profit (Loss) and Other
Comprehensive Income for the period) |
33.35 |
5.56 |
| Earnings per equity share (for continuing operation): |
|
|
| - Basic |
0.42 |
0.03 |
| - Diluted |
0.42 |
0.03 |
Review of Operations
During the year under review, the Company has posted total revenue of Rs. 2177.19 lakhs
as against Rs. 1437.61 lakhs for the corresponding previous year. Further, the Company has
earned profit of Rs. 35.55 lakhs (before comprehensive income) as against profit of Rs.
2.88 lakhs for the corresponding previous year.
State of Affairs and Future Outlook
Company is engaged in business of Gems and Jewellery and business of Real Estate and
Development of Property during the year under review. The Company continues to actively
pursue new trade areas in upcoming locations. This will help us take our brands closer to
the customers and give them a better experience, thus solidifying the presence in the
domestic markets. In line with this strategy, we have continued to expand to newer cities.
Company has Ongoing its Land Development project "Golden Residency" at Block No.
89, Jafrabad, Ta. Olpad, Dist. Surat.
The management of the Company is making its sincere efforts to increase the volume of
business in their best efficient manner.
Dividend
Your Directors do not recommend any dividend for the year under review.
Transfer to Reserves
During the year under review, the Company has not transferred any amount to Reserves.
Share Capital
The Particulars of share capital of the Company are as follows:
| Particulars |
Amount (in Rs.) |
| Authorized share capital |
|
| (83,55,000 Equity Shares of Rs. 1 each) |
83,55,000/- |
| Issued, subscribed and paid-up share capital |
|
| (83,55,000 Equity Shares of Rs. 1 each) |
83,55,000/- |
During the year under review, the Company has not issued Equity Shares.
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
In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles
of Association of the Company Mrs. USHA SAVJIBHAI PATEL (DIN: 06986525), Non-Executive
Director of the Company, retires by rotation and being eligible; offers herself for
re-appointment at the forthcoming 42nd 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. Deepa Dhamecha |
Company Secretary and Compliance Officer |
| 3. Mr. Ashish Satani |
Chief Financial Officer |
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 06 (Six) Board Meetings were held during the year ended 31st March,
2023, and the dates are 26th July, 2022, 12th August, 2022, 21st October, 2022, 10th
November, 2022, 26th December, 2022 and 8th February, 2023. 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, 2023 are given below:
| Name of the Directors |
Category |
No. of Board Meetings attended |
| Mr. Deepak Bhikhalal Upadhyay |
Managing Director |
6 |
| Mr. Savjibhai Doongarshibhai Patel |
Non-Executive Director |
6 |
| Mrs. Usha Savjibhai Patel |
Non-Executive Director |
6 |
| Mr. Tejas Adroja |
Independent Director |
1 |
| Mr. Rajiv Navinchandra Shah |
Independent Director |
6 |
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 year 06 (Six) Committee Meetings were held during the year ended 31st March,
2023, and the dates are 26th July, 2022, 12th August, 2022, 21st October, 2022, 10th
November, 2022, 26th December, 2022 and 8th February, 2023.
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 |
06 |
| 2. Mr. Tejas Adroja |
Member, Independent Director |
01 |
| 3. Mr. Savji Patel |
Member, Non-Executive Director |
06 |
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 year 06 (Six) Committee Meetings were held during the year ended 31st March,
2023, and the dates are 26th July, 2022, 12th August, 2022, 21st October, 2022, 10th
November, 2022, 26th December, 2022 and 8th February, 2023.
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 |
06 |
| 2. |
Mr. Tejas Adroja |
Member, Independent Director |
01 |
| 3. |
Mr. Savji Patel |
Member, Non-Executive Director |
06 |
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 our website www.sjcorp.in.
Details of remuneration paid to Directors and Key Managerial Personnel are as under:
| Sr.No. |
Name of Directors |
Designation |
No. of Meetings Attended |
| 1. |
Mr. Deepak Upadhyay |
Managing Director |
3.60/- |
| 2. |
Mr. Ashish Satani |
Chief Financial Officer |
4.80/- |
| 3. |
Ms. Deepa Dhamecha |
Company Secretary |
1.80/- |
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 year 06 (Six) Committee Meetings were held during the year ended 31st March,
2023, and the dates are 26th July, 2022, 12th August, 2022, 21st October, 2022, 10th
November, 2022, 26th December, 2022 and 8th February, 2023.
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 |
06 |
| 2. |
Mr. Tejas Adroja |
Member, Independent Director |
01 |
| 3. |
Mr. Savji Patel |
Member, Non-Executive Director |
06 |
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 form 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 40th Annual General Meeting held on 31st August, 2021, M/s. SDBA & Co.,
Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office
till the conclusion of the 45th Annual General Meeting to be held in financial year 2026.
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. K. Prashant &
Co., Practicing Company Secretaries, have been appointed Secretarial Auditors of the
Company. The Secretarial Audit Report is enclosed as Annexure VI to this report.
The Secretarial Auditors Report for FY 2022-23 does not contain any qualification,
reservation or adverse remark. During the FY 2022-23, the statutory auditors and
secretarial auditor have not reported any instances of frauds committed in the Company by
its Officers or Employees to the Audit Committee under section 143(12) of the Companies
Act.
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 capitalization 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 are 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
Company has not accepted any deposits falling within the meaning of Section 73 or 74 of
the Act during the FY 2023 and as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.
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.
Loans by the Company
During the year under review, the Company has taken unsecured loan from the Director of
the Company. More Details are given in the notes to the financial statements forming part
of this Annual Report.
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 2022-23.
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
program, 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 Out go:
|
|
(Rs. in Lakhs) |
| Particulars |
F.Y 2022-2023 |
F.Y 2021-2022 |
| C.I.F. Value of Imports |
NIL |
NIL |
| Foreign travelling expenses |
NIL |
NIL |
| F.O.B. Value of Exports |
NIL |
NIL |
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 November 31, 2023. 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 2016-17 and the corresponding dates when
unclaimed dividends are due to be transferred to the Central Government are given in the
below table.
|
|
|
|
(Rs. in Lakhs |
| Financial Year Ended |
Date of declaration of Dividend |
Amount Remaining unclaimed/Unpaid as on 31.03.2023 (Rs.) |
Last date for claiming unpaid dividend amount (before) |
Last date for transfer to IEPF |
| 31.03.2016 |
24.09.2016 |
0.02 |
31.10.2023 |
30.11.2023 |
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
TThe 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 2023, 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.
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, except as mentioned in
the report earlier.
Acknowledgement
Your Directors take this opportunity to express their deep and sincere gratitude to the
Clients, Customers and Shareholders of the Company for their trust and patronage, as well
as to the Bankers, Securities and Exchange Board of India, Bombay Stock Exchange,
Government of India and other Regulatory Authorities for their continued co-operation,
support and guidance.
|
On behalf of the Board of Directors |
|
Rajiv Shah |
| Place : Mumbai |
Chairman |
| Date : 14/08/2023 |
[DIN: 01765200] |
+91-9892691696
