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SJ Corporation Ltd.

BSE: 504398 Sector: Consumer
NSE: N.A. ISIN Code: INE312B01027
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NSE 05:30 | 01 Jan SJ Corporation Ltd
OPEN 12.62
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VOLUME 25
52-Week high 13.97
52-Week low 12.62
P/E 420.67
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.62
Sell Qty 4.00
OPEN 12.62
CLOSE 12.62
VOLUME 25
52-Week high 13.97
52-Week low 12.62
P/E 420.67
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.62
Sell Qty 4.00

SJ Corporation Ltd. (SJCORP) - Director Report

Company director report

To

The Members

SJ Corporation Limited

Your Directors have pleasure in presenting their 38th Annual Report on theStandalone Audited Statement of Accounts of SJ Corporation Limited ("TheCompany") for the Financial Year ended March 312019.

Financial Results:

The summarized financial performance of the Company for the FY 2018-19 and 2017-18 aregiven below:

[Rs. in Lakhs]

Particulars

Standalone

2018-19 2017-18
Revenue from operations 853.39 803.47
Other Income 38.88 21.79
Total Revenue 892.27 825.26
Total Expenses 866.75 841.77
Profit/(Loss) before exceptional items and tax 25.52 -16.51
Exceptional Items - -
Net Profit Before Tax 25.52 -16.51
Provision for Tax
- Current Tax -2.53 -
- Deferred Tax (Liability)/Assets -1.93 14.87
- Excess/(short) provision for earlier years - -
Net Profit After Tax 21.06 -1.64
Profit/(Loss) from Discontinued operations - -
Tax Expense of Discontinued operations - -
Profit/(Loss) from Discontinued operations (after tax) - -
Profit/(Loss) for the period 21.06 -1.64
Other Comprehensive Income - -
- Items that will not be reclassified to profit or loss -27.89 -9.28
- Income tax relating to items that will not be reclassified to profit or loss -0.05
Total Comprehensive income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period) -6.88 -10.92
Earnings per equity share (for continuing operation):
- Basic 0.25 -0.02
- Diluted 0.25 -0.02

Review of Operations

During the year under review the Company has posted total revenue of Rs. 892.27 lakhsas against Rs. 825.26 lakhs for the corresponding previous year.

Further the Company earned profit of Rs. 21.06 lakhs (before comprehensive income) asagainst Net Loss of Rs. 1.64 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 marketconditions and hence is contemplating to diversify the business portfolio of the Companyinto more profitable business avenues for future benefit of the Company. In this regardthe management is thinking over to diversify the business of the Company into moreprofitable areas viz. real estate and allied activities.

Dividend

Your Directors do not recommend any dividend for the year under review.

Transfer to Reserves

No amount has been transferred to reserve.

Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulationsis annexed to the report as Annexure I and is incorporated herein by reference and formsan integral part of this report. Directors and Key Managerial Personnel

Mr. Roopesh Agrawal Company Secretary and Compliance Officer of the Company hasresigned on 20th April 2019.

Further Ms. Deepa Ashokkumar Dhamecha has been appointed as Company Secretary andCompliance Office of the Company w.e.f. 25th May 2019.

In accordance with section 152(6) of the Companies Act 2013 and in terms of Articlesof Association of the Company Mr. Savjibhai Dungarshibhai Patel (DIN: 01671461)Non-Executive Director of the Company retires by rotation and being eligible; offershimself for re-appointment at the forthcoming 38th Annual General Meeting. The Boardrecommends the said reappointment for shareholders' approval.

Further Mr. Rajesh J. Shah Independent Director of the Company has resigned due tohis pre-occupations and commitments and also for having health issues w.e.f. 10thAugust 2018. The Board has noted the same. All the directors of the Company haveconfirmed that they satisfy the fit and proper criteria as prescribed under the applicableregulations and that they are not disqualified from being appointed as directors in termsof Section 164(2) of the Companies Act 2013.

Further Pursuant to Section 203 of the Companies Act 2013 the Key ManagerialPersonnel 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 andthe intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and the Listing Agreement. The information as required underRegulation 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 periodicallyreviews compliance reports of all laws applicable to the Company. The Board meets at leastonce a quarter to review the quarterly financial results and other items on the agenda andalso on the occasion of the Annual General Meeting (‘AGM') of the Shareholders.Additional meetings are held when necessary. Further Committees of the Board usuallymeet on the same day of formal Board Meeting or whenever the need arises for transactingbusiness. The recommendations of the Committees are placed before the Board for necessaryapproval and noting.

During the year 04 (Four) Board Meetings were held during the year ended 31st March2019 and the dates are 25th May 2018 11th August 2018 31stOctober 2018 and 12th February 2019. The gap between any two Board meetingsduring this period did not exceed one hundred and twenty days.

Attendance details of Directors for the year ended March 312019 are given below:

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

Discussions with Independent Directors

The Board's policy is to regularly have separate meetings with Independent Directorsto update them on all business related issues new initiatives and changes in the industryspecific market scenario. At such meetings the Executive Directors and other Members ofthe 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 ofits own performance the directors individually as well as the evaluation of the workingof 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 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. All members of the Audit Committee possess strong knowledge ofaccounting and financial management.

During the year 04 (Four) Board Meetings were held during the year ended 31st March2019 and the dates are 25th May 2018 11th August 2018 31stOctober 2018 and 12th February 2019.

Details of the composition of the Committee and attendance during the year are asunder:

Sr. No. Name of Directors Designation No. of Meetings Attended
1. Mr. Rajiv Shah Chairman Independent Director 04
2. Mr. Tejas Adroja 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 effectivesupervision of the Management's financial reporting process to ensure accurate and timelydisclosures with the highest levels of transparency integrity and quality of financialreporting. The Committee oversees the work carried out in the financial reporting processby the Management the statutory auditor and notes the processes and safeguards employedby each of them.

Further the Audit Committee is also functional as per the provision of Section 177 ofCompanies Act 2013 and Rules made there under and as per Regulation 18 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Composition of Nomination & Remuneration Committee

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

During the year 04 (Four) Board Meetings were held during the year ended 31st March2019 and the dates are 25th May 2018 11th August 2018 31stOctober 2018 and 12th February 2019.

Details of the composition of the Committee and attendance during the year are asunder:

Sr. No. Name of Directors Designation No. of Meetings Attended
1. Mr. Rajiv Shah Chairman Independent Director 04
2. Mr. Tejas Adroja 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 toremuneration of Directors. This policy also lays down criteria for selection andappointment of Board Members. The Board of Directors is authorized to decide Remunerationto Executive Directors. The Remuneration structure comprises of Salary and Perquisites.Salary is paid to Executive Directors within the Salary grade approved by the Members. TheNomination & Remuneration committee has been assigned to approve and settle theremuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act 2013the Nomination and Remuneration Policy inter-alia providing the terms forappointment 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 thisreport 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 and KMP Designation Remuneration per annum (Rs. in Lakhs)
1 Mr. Deepak Upadhyay Managing Director 3.62/-
2 Mr. Roopesh Agrawal Company Secretary 1.44/-
3 Mr. Ashish Satani Chief Financial Officer 2.66/-

Composition of Stakeholders Relationship Committee

Your Board has constituted a Stakeholders Relationship Committee to specifically lookinto the mechanism of redressal of grievances of shareholders etc. The Committee reviewsShareholder's/Investor's complaints like non-receipt of Annual Report physical transfer/transmission/transposition split/ consolidation of share certificates issue of duplicateshare certificates etc. This Committee is also empowered to consider and resolve thegrievance of other stakeholders of the Company including security holders.

The Company has not received any complaints from the investors during the financialyear under review. During the year 04 (Four) Board Meetings were held during the yearended 31st March 2019 and the dates are 25th May 2018 11thAugust 2018 31st October 2018 and 12th February 2019.

Details of the composition of the Committee and attendance during the year are asunder:

Sr. No. Name of Directors Designation No. of Meetings Attended
1. Mr. Rajiv Shah Chairman Independent Director 04
2. Mr. Tejas Adroja 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 ofDirectors of the Company hereby confirm that:

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

(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof 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 ofemployees of the Company is enclosed as Annexure III and forms an integral part of thisreport.

Further as per the provisions specified in Chapter XIII of Companies (Appointment& Remuneration of Managerial Personnel) Amendment Rules 2016 none of the employeesof the Company are in receipt of remuneration exceeding Rs. 10200000/- per annum ifemployed for whole of the year or Rs. 850000/- per month if employed for part of theyear.

Further the names of top ten employees in terms of remuneration drawn are disclosed inAnnexure IV and form 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 requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure V andforms an integral part of this report. Details of Subsidiary/Joint Ventures/AssociateCompanies

The Company does not have any subsidiary/Associate company and has not entered intojoint 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 officetill 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 onSeptember 28 2018; ratify the appointment of M/s. SDBA & Co. Chartered Accountantsas the statutory auditors of the Company for financial year 2018-19.

In terms of the provisions relating to statutory auditors forming part of the CompaniesAmendment Act 2017 notified on May 7 2018 ratification of appointment of StatutoryAuditors at every AGM is no more a legal requirement. However pursuant to OrdinaryResolution passed at the 35th AGM appointment shall subject to ratification at everyannual general meeting.

Hence the Notice convening the ensuing 38th AGM contained a resolution on ratificationof appointment of Statutory Auditors. Further M/s. SDBA & Co. Chartered Accountantshas confirmed that they are eligible to continue as Statutory Auditors of the Company toaudit the books of accounts of the Company for the Financial Year ending March 31 2020and they will continue to be the Statutory Auditors of the Company for Financial Yearending March 312021.

Auditors Report as issued by M/s. SDBA & Co. Chartered Accountants Auditors ofthe 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 ofthe 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 thefinancial statement. The Audit Committee of the Board periodically reviews the internalcontrol systems with the management and Statutory Auditors.

Further M/s. JD Pawar & Associates Chartered Accountants FRN: 141721W wasappointed 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 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.sjcorp.in. The employees of the Company are made aware of the said policy at the timeof joining the Company.

Risk Management Policy

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

The Company does not fall under the ambit of top 100 listed entities determined on thebasis of market capitalization as at the end of the immediately preceding financial year.Hence compliance under Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable. Corporate Governance Report

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

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year underreview under Section 76 of the Companies Act 2013. There are no unclaimed depositsunclaimed/unpaid interest refunds due to the deposit holders or to be deposited to theInvestor Education and Protection Fund as on March 312019.

Loans & Guarantees

During the year under review the Company has not provided any loan guaranteesecurity or made any investment covered under the provisions of Section 186 of theCompanies 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 PromotersDirectors Key Managerial Personnel or other designated persons pursuant the provisions ofSection 188(1) of the Companies Act 2013 during the financial year 2018-19 theparticulars as required in form AOC-2 have not been furnished. Conservation of EnergyResearch and Development Technology Absorption and Foreign Exchange The details ofconservation of energy technology absorption foreign exchange earnings and outgo are asfollows:

(a) Conservation of Energy:

Even though its operations are not energy-intensive significant measures are taken toreduce energy consumption by using energy-efficient equipment. The Company regularlyreviews power consumption patterns across all locations and implement requisiteimprovements/changes in the process in order to optimize energy/ power consumption andthereby achieve cost savings. Energy costs comprise a very small part of the Company'stotal cost of operations. However as a part of the Company's conservation of energyprogramme 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. Thisdrives development of distinctive new products ever improving quality standards and moreefficient processes.

The Company has augmented its revenues and per unit price realization by deployinginnovative marketing strategies and offering exciting new products. The depth of designingcapabilities 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 indeveloping product designs as per the emerging market trends. The Company uses innovationin 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 productsand 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 duringthe year under review.

(c) Foreign Exchange Earnings and Outgo:

(Rs. in Lakhs]
Particulars F.Y 2018-2019 F.Y 2017-2018
C.I.F. Value of Imports NIL NIL
Foreign travelling expenses NIL NIL
F.O.B. Value of Exports NIL 477.66/-

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to the provisions of the Companies Act 2013 read with The Investor Educationand Protection Fund

Authority (Accounting Audit Transfer and Refund) Rules 2016 as amended(‘Rules') the dividends unclaimed for a consecutive period of seven years from thedate of transfer to the Unpaid Dividend Account of the Company are liable to betransferred to IEPF. Further the shares (excluding the disputed cases having specificorders of the Court Tribunal or any Statutory Authority restraining such transfer)pertaining to which dividend remains unclaimed for a period of continuous seven years fromthe date of transfer of the dividend to the unpaid dividend account are also mandatorilyrequired to be transferred to the IEPF established by the Central Government. Accordinglythe Company has transferred eligible Shares to IEPF Demat Account maintained by the IEPFauthority within statutory timelines.

The Company has sent individual communication to the concerned shareholders at theirregistered address whose dividend remained unclaimed and whose shares were liable to betransferred to the IEPF by June 01 2017. The communication was also published in nationalEnglish and local Marathi newspapers.

Any person whose unclaimed dividend and shares pertaining thereto matured depositsmatured debentures application money due for refund or interest thereon sale proceedsof fractional shares redemption proceeds of preference shares amongst others has beentransferred to the IEPF Fund can claim their due amount from the IEPF Authority by makingan electronic application in e-form IEPF-5. Upon submitting a duly completed formShareholders are required to take a print of the same and send physical copy duly signedalong with requisite documents as specified in the form to the attention of the NodalOfficer at the Registered Office of the Company. The e-form can be downloaded from thewebsite of Ministry of Corporate Affairs www.iepf.gov.in. Company has transferredunclaimed dividend for the financial year 2010-11 to IEPF Account on 28thNovember 2018.

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

(Rs. in Lakhs)
Financial Year Ended Date of declaration of Dividend Amount Remaining unclaimed/Unpaid as on 31.03.2019 (Rs.) Last date for claiming unpaid dividend amount (before) Last date for transfer to IEPF
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 unclaimeddividend/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 withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee and frame a policythereof.

Cost Audit

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof 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 2019 Company has not received any complaint ofharassment.

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 theapplicable secretarial standards issued by The Institute of Company Secretaries of Indiaand 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/Tribunalswhich 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 positionof the Company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.

Acknowledgement

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

On behalf of the Board of Directors
Rajiv Shah
Place: Mumbai Chairman
Date: 10/08/2019 [DIN: 01765200]