sjs enterprises share price Directors report


TO THE MEMBERS,

S.j.s. Enterprises limited

(formerly known ass .j.s.e nterprises privatel imited)

Your directors have pleasure in presenting the annual report of s.j.s. Enterprises limited ("company") together with audited financial statements (consolidated and standalone) and the auditors report for the financial year ended 31 st march 2022 ("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 st march 2022, in respect of the company.

Financial results

The financial performance of the company for the financial year ended 31 st march 2022 is summarised below:

(Rs in million)
Year ended March 31, 2022 Year ended March 31, 2021 Year ended March 31, 2022

Standalone

Consolidated
Revenue from operations 2,678.85 2,516.16 3,698.56
Other income 34.16 35.38 41.61
Total income 2,713.01 2,551.54 3,740.17
Less:- cost of raw materials consumed 992.01 990.29 1,590.88
Less:- changes in inventory of fg, wip and stores & spares 20.50 (18.49) (0.10)
Less:- employee benefit expenses 409.12 360.68 510.41
Less:- finance costs 4.84 7.77 30.20
Less:- depreciation and amortization expense 154.13 147.49 215.74
Less:- other expenses 437.90 422.02 653.65
Total expenses 2,018.50 1,909.76 3,000.78
Profit before tax 694.51 641.78 739.39
Less:- tax expenses
- current tax 180.12 191.01 204.39
- deferred tax (credit)/charge (4.22) (26.88) (15.18)
Total tax expense 175.90 164.13 189.21
Profit for the year 518.61 477.65 550.18
Other comprehensive (expenses)/income for the year, net of tax 1.82 (0.23) (0.48)
Total comprehensive income for the year 520.43 477.42 549.70
Earnings per equity share (face value of Rs 10 each)
- basic (in Rs) 17.04 15.69 18.08
- diluted (in Rs) 16.88 15.69 17.90

Business review

Standalone financial results:

During the financial year, your company recorded a total income of Rs 2,713.01 million as against Rs 2,551.54 million in the previous financial year, registering an increase of6.33% against previous financial year.

The companys profit after tax has increased to Rs 518.61 million from Rs 477.65 million, at a growth of 8.58%.

The company has posted highest ever total revenue Rs 2,713.01 million and highest ever netprofit after tax Rs 518.61 million.

Consolidated financial results:

During the financial year, your company acquired 100% shares of exotech plastics private limited on 5tha pril 2021. Exotech plastics private limited is located at ranjangaon, pune, maharashtra and is into the business of injection moulding, painting, plating on plastics and full service supplier of exterior trim parts, closing systems and powertrain parts since 1998.

The companys consolidated revenue for the financial year is Rs 3,698.56 million and the consolidated profit after tax stands at Rs 550.18 million.

Dividend

During the financial year, the board has declared interim dividend twice. The board, at its meeting held on 09th april 2021 declared interim dividend of Rs 1.65/- per equity share being 16.5% on face value of Rs 10/- each, amounting to

Rs 50.22 million and in its meeting held on 24th september 2021 declared interim dividend of Rs 2/- per equity share being 20% on face value of Rs 10/- each amounting to Rs 60.88 million, the total interim dividend paid during the financial year is aggregating to Rs 111.10 million.

In view of the changes made under the income-tax act, 1961, by the finance act, 2020, dividends paid or distributed by the company shall be taxable in the hands of the shareholders. Your company has therefore made payments of the said dividends after deduction of tax at source.

This dividend was paid to those members whose names appeared in the register of members as on the record date i.e. 08th april 2021 and 19ths eptember 2021 respectively and the board does not recommended any final dividend.

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 31st 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 19th 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 remain to be paid and require to be transferred to the iepf by the company during the year ended 31st march 2022. Reserves the company has not transferred any amount to reserves for the financial year ended 31 st march 2022.

Share capital

During the financial year, the company has not altered/ modified its authorised share capital. Major events occurred during the financial year conversion from private limited to public limited: the board approved conversion of the company from ‘private limited to ‘public limited in their meeting held on 19th april 2021 and the same was approved by the members in the extraordinary g eneral meeting held on 28th april 2021. Thereafter, your company received approval from registrar of companies, karnataka on 04th june 2021 for the said conversion and hence, consequently, the name of the company changed from ‘s.j.s. Enterprises private limited to ‘s.j.s. Enterprises limited.

Initial public offering: the equity shares of the company have been listed on bse limited ("bse") and the national stock e xchange of india limited ("nse") w.e.f 15thn ovember 2021.

During the financial year, the company made an initial public offering ("ipo") of 14,760,146 equity shares of Rs 10 each at a price of Rs 542 per share through an offer for sale of upto 14,760,146 equity shares aggregating upto Rs 8,000.00 million by the selling shareholders, comprising of: - upto 13,099,630 equity shares aggregating upto

Rs 7,100.00 million by evergraph holdings pte. Ltd and - upto 1,660,516 equity shares aggregating upto Rs 900.00 million by k a joseph. The face value of equity shares being Rs 10 each, was offered at a price of 54.20 times of the said value. Mana ment discussion & analysis report ge

Pursuant to regulation 34(2) of sebi listing regulations, the management discussion and analysis report forms an integral part of the annual report. Corpo a r overnance te g

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.

Busi ess responsibility report n

Business responsibility report as stipulated under the sebi listing regulations, describing the initiatives taken by the company from an environmental, social and governance perspective, forms an integral part of the annual report.

Parti u rs of related party transactions c la

Related party transactions entered into 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.

Parti u rsc ofla inter-corporate loans or investments or guarantees or security

During the financial year, the company has approved the inter-corporate loan of Rs 175 million (out of which Rs 20 million has been disbursed) to exotech plastics private limited (wholly owned subsidiary of the company), to be given in one or more tranches, to be utilized for purchasing land and subsequently constructing a factory for carrying out its principal business operations.

Particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements in note no. 06 of standalone 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.

Sec e rrial standards ta th co e mpany is in compliance with secretarial standardsthe on meetings of board of directors (ss -1) and general meetings (ss-2).

Orders passedregulators/courts/ by tribunals th ere 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.

Chang in nature of business e

During the financial year, there has been no change in the companys nature of business.

Annu return al 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 2021-22 is available on the website of the company at www.sjsinda.com. I

Chang in financial year e

There has been no change in the financial year of the company during the year.

Deposit s th co e mpany has not accepted any deposits covered under

Chapter v of the act, during the financial year.

Re op t onr performance of subsidiaries, associate companies & joint ventures

Subsidiary :

During the financial year, your company has acquired 100% shares of exotech plastics private limited on 5th ap ril 2021. Statement containing salient features of the financial statements of subsidiary is enclosed to this report as

Annexure – b. Associate : there are no associate companies as of 31st march 2022.

Joint venture companies, including in the consolidated financial statement is presented: there are no joint venture companies as of 31st march 2022. 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 19th july 2021 to incorporate amendments brought about to the provisions of section 135 of the act and the rules vide notification dated 22 nd 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 har assment of wome n 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:

N ame 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 Ndependent director i
8. Mr. Matthias frenzel Ndependent director i

During the financial year, following directors who were appointed as additional directors have been regularized in the annual general meeting held on 22nd july 2022:

Sl. Name of the No. Director Appointed Date Designation
1 Mr. Ramesh c jain1&4 06th july 2021 Chairman & I ndependent director
2 Mr. Matthias frenzel1 06th july 2021 I ndependent director
3 Mrs. Veni thapar2 12th july 2021 Ndependent director i
4 Mr. Kevin k joseph3 19th july, 2021 Executive director

1. Mr. Rameshc jain and mr. Matthias frenzel were appointed as additional directors pursuant to board resolution dated 6th july 2021.

2. Mrs. Veni thapar was appointed as an additional director pursuant to board resolution dated 12th july 2021.

3. Mr. Kevin k. Joseph was appointed as an additional director pursuant to board resolution dated 19th july 2021.

4. A s per regulation 17(1a) of these bi l isting regulations, the company, in its 16tha nnual g eneral meeting approved the continuation of directorship of mr. Rameshc jain who would attain 75 years of age.

During the financial year, mr. Sanjay thapar was appointed as chief executive officer pursuant to board resolution dated

12th july 2021. Further, he being liable to retire by rotation and offering himself for reappointment, was reappointed in the 16tha nnual general meeting.

Rotation of 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. Kazi arif uz zaman 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 12th may 2022 to re-appoint mr. Kazi arif uz zaman 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:

No. N ame 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. Thabraz hushain w Company secretary & compliance Officer

Note: during the financial year mr. Amit kumar garg, chief financial officer of the company resigned and was relieved from his duties with effect from the close of business hours on 04th march 2022.

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 risksidentified are and controls. The major risks systematically addressed through mitigating actions on a continuing basis. Committees as per the requirements of the act and sebi l isting 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:

Name No Position on the Committee Designation
1 Mrs. Veni thapar Chairperson Ndependent director i
2 Mr. Ramesh c jain Member Chairman & Ndependent director i
3 Mr. Vishal sharma Member Nominee director

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. Name No Position on the Committee Designation
1 Mrs. Veni thapar Chairperson Independent directori
2 Mr. Ramesh c jain Member Chairman & Independent director
3 Mr. Vishal sharma Member Nominee director

Note: mr. Kazia rifu z zaman has stepped down from then omination And remuneration c ommittee on 08th february 2022, in Order to Comply with the latest amendments under regulation 19 ofse Bil Isting Regulations.

Stakeholders relationship committee:

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. Name No Position on the Committee Designation
1 Mr. Matthias frenzel Chairman Ndependent director i
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. Name No Position on the Committee Designation
1 Mr. Sanjay thapar Chairman Ceo & executive Director
2 Mrs. Veni thapar Member I ndependent 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:

No Name Position on the Committee Designation
1 Mr. Matthias frenzel Chairman Ndependent director i
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 Ndependent director i

Ipoc ommittee: the composition of ipoc ommittee is as follows:

No Name Position on the Committee Designation
1 Mr. K a joseph Chairman Managing director
2 Mr. Sanjay thapar Member Ceo & executive Director
3 Mr. Vishal sharma Member Nominee director

Internal financial controls

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.therehasbeenno adverse remarks given by the statutory auditors in their

Report for the financial year.

Cost auditors:

M/s psv & a ssociates, 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 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 fy 2020-21 dated 24th september 2021 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 fy 2022-23. 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.

The secretarial auditor, in his report to the members, on the secretarial compliance of the company, made the following observations:

Boards response
No. Auditors observation
1. Delay in filing certain e-forms Under companies act, 2013 And under fema, 1999. Strict compliance to timelines For filing of statutory forms Under various acts to be Followed in future and proper Planning will be done in Advance with this respect.
2. Regulation 18 – though the Audit committee met four Times during the audit period, In one instance, the gap was More than 120 days. Strict compliance to timelines Of all board and committee Meetings as prescribed under The applicable act(s)/ rule(s)/ Regulation(s) will be adhered To in future by ensuring proper Planning of the meetings well In advance.
3. Regulation 19 – the Composition of nomination And remuneration committee Was not in line with the Requirement specified in Sebi (listing obligations and Disclosure requirements) (third amendment) Company henceforth will Constantly track all the amendments to the acts/ Rules/ regulations, as may Be applicable and will strive To timely comply without any Lapse.
Regulations, 2021 read with The corrigendum during the Period 1st january 2022 to 7th February 2022.

Internal auditor:

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 companyforthefinancial 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 fy 2022-23 your company has entered into a power supply and offtake agreement ("psoa") with suryaurja two private limited (stpl"), whereunder, stpl as a solar power generator, shall be supplying solar power to the company (captive user).

Your company has also signed a share subscription and shareholders agreement ("sssha") with stpl and sunsource energy private limited for subscribing 6,00,000 equity shares of stpl, in one or more tranches, which would result in the company holding 48% of the equity share capital of stpl on non-diluted basis (but in any case not less than 26% of the aggregate equity shares of stpl).

The company has subscribed to equity shares of stpl as per the sssha and accordingly, shares have been allotted during fy 2022-23.

Pursuant to the above acquisition of shares, stpl has become an ‘associate of the company during in fy 2022-23. 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 i v of the act and regulation 25(3) of sebi listing regulations, a separate meeting of the independent directors was held on 23rd february 2022.

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 e xecutive directors and n on-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 5th january 2017, the board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its committees. 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.

Fam i l i ar i sat i on pro g r amm e for independent directors the company has periodically conducted familiarisation programmes for its i ndependent 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.

Part iculars 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 19th 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 – f.

Employeees stock option

During the financial year, based on recommendation of nomination and remuneration committee, the company has introduced s.j.s. Enterprises employee stock option plan 2021 (‘esop 2021) to grant options which shall not exceed 24,35,000 (twenty four lakhs thirty five thousand), to the present and future employees of the company and group companies.

Subsequently, pursuant to an ipo, the equity shares of the company were listed on the bse and nse with effect from 15thn ovember 2021, and accordingly in terms of regulation 12(1) of the securities and e xchange board of india (share

Based employee benefits and sweat equity) regulations, 2021 ("sebi sbeb & se regulations), the company obtained approval from its shareholders through postal ballot on 29th March 2022, for ratification of the esop 2021.

The details of the esops as required under the applicable provisions of the act read with rule 12(9) of the companies (share capital and debentures) rules, 2014 and sebi sbeb & se regulations is enclosed to this report as annexure – g and is available on the website of the company at www. Sjsindia.com.

Prohibition ofin sider 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 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 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.

Acknowledgement the board of directors is 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: 26th may 2022