Your directors take pleasure in presenting the Forty-Fourth (44th) Board's Report on the business and operations of yourCompany (the “Company” or “SJ Corporation Ltd.”), along with the audited financial statements for the Financial Year(“FY”) ended March 31, 2025.
Financial Results:
The summarized financial performance of the Company for the FY 2024-25 and FY 2023-24 are given below:
Particulars
Standalone
2024-25
2023-24
Revenue from operations
1531.09
1554.80
Other Income
12.15
2.46
Total Revenue
1543.24
1557.26
Total Expenses
1565.50
1556.06
Profit/(Loss) before exceptional items and tax
(22.26)
1.20
Exceptional Items
-
Net Profit Before Tax
Provision for Tax
- Current Tax
(0.80)
- Deferred Tax (Liability)/Assets
5.18
0.34
- Excess/(short) provision for earlier years
(3.10)
(0.13)
Net Profit After Tax
(20.18)
0.61
Profit/(Loss) from Discontinued operations
Tax Expense of Discontinued operations
Profit/(Loss) from Discontinued operations (after tax)
Profit/(Loss) for the period
Other Comprehensive Income
- Items that will not be reclassified to profit or loss
(22.27)
16.25
- Income tax relating to items that will not be reclassified to profit or loss
(2.38)
Total Comprehensive income for the period (Comprising Profit (Loss) andOther Comprehensive Income for the period)
(42.45)
14.48
Earnings per equity share (for continuing operation):
- Basic
(0.24)
0.01
- Diluted
During the year under review, the Company has posted total revenue of Rs. 1531.09 lakhs as against Rs. 1554.80 lakhsfor the corresponding previous year. Further, the Company has occurred Loss of Rs. 20.18 lakhs (before comprehensiveincome) as against profit of Rs. 0.61 lakhs for the corresponding previous year.
In order to conserve resources, your Directors have not recommended any dividend on equity shares of theCompany.
For the financial year ended 31st March, 2025, the Board has not proposed to transfer any amount to Reserves.Public Deposits
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and theCompanies (Acceptance of Deposits) Rules, 2014 during the year ended on 31st March, 2025.
Change in the nature of Business, If Any
During the year under review, The Company has altered its main object of the Memorandum of Association of theCompany by Addition of New Object as the Main Object Clause of the Memorandum of Association (the “MOA”) of theCompany by adding new sub-clauses 1 of Clause III (A) and Deletion of Existing sub-clauses 3 to 4 of Clause III (A)of the Memorandum of Association (the “MOA”) of the Company.
Share Capital
The Particulars of share capital of the Company are as follows:
Amount (in Rs.)
Authorized share capital
(5,00,00,000 Equity Shares of Rs. 1 each)
5,00,00,000/-
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 asAnnexure I and is incorporated herein by reference and forms an integral part of this report.
In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the CompanyMrs. USHA SAVJIBHAI PATEL (DIN: 06986525), Non-Exe cut ive Director of the Company, retires by rotation and beingeligible; offers herself for re-appointment at the forthcoming 44th Annual General Meeting. The Board recommends thesaid reappointment for shareholders' approval.
All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under theapplicable 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
Name of Director
SAVJIBHAI
DUNGARSHIBHAI PATEL
Non-Executive Director
USHA SAVJIBHAI PATEL
HIRAL JAINESH SHAH
Independent Director
4
PRAKASHKUMARGOVINDBHAI NAKARNAI
Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap betweenthe meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The informationas required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agendaand explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all lawsapplicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and otheritems on the agenda and also on the occasion of the Annual General Meeting ('AGM') of the Shareholders. Additionalmeetings are held, when necessary.
Further, Committees of the Board meet whenever the need arises for transacting business. The recommendations of theCommittees are placed before the Board for necessary approval and noting.
During the year 08 (Eight) Board Meetings were held during the year ended 31st March, 2025, and the dates are 28thMay, 2024, 11th July, 2024, 13th August, 2024, 5th September, 2024, 25th October, 2024 19th November, 2024, 7thFebruary, 2025, and 17th March, 2025. The gap between any two Board meetings during this period did not exceed onehundred and twenty days.
Name of the Directors
Category
No. of Board Meetings attended
Mr. Deepak Bhikhalal Upadhyay
8
Mr. Savjibhai Dungarshibhai Patel
Mrs. Usha Savjibhai Patel
Mrs. Hiral Jainesh Shah
Mr. Prakashkumar Govindbhai Nakarnai
Mr. Rajiv Navinchandra Shah
2 (Resigned w.e.f. 06.08.2024)
Mr. Tejas Adroja
3 (Resigned w.e.f. 24.08.2024)
The Board's policy is to regularly have separate meetings with Independent Directors, to update them on all businessrelated issues, new initiatives and changes in the industry s pecific market scenario. At such meetings, the ExecutiveDirectors 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, theBoard has carried out an annual performance evaluation of its own performance, the directors individually as well as theevaluation 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 Boardof India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committeepossess strong knowledge of accounting and financial management.
During the year 04 (Four) Committee Meetings were held during the year ended 31st March, 2025, and the dates are28th May, 2024, 13th August, 2024, 25th October, 2024 and 7th February, 2025.
Details of the composition of the Committee and attendance during the year are as under'
Name of Directors
No. of Meetings Attended
Mr. Rajiv Shah
01 (Resigned w.e.f. 06.08.2024)
Member, Independent Director
02 (Resigned w.e.f. 24.08.2024)
Mr. Savji Patel
Member, Non-Executive Director
04
4.
Hiral Jainesh Shah
02 (Appointed w.e.f. 05.09.2024)
5.
Prakashkumar GovindbhaiNakarnai
The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management'sfinancial 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 theManagement, 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 Rulesmade thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015.
Composition of Nomination & Remuneration Committee
Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remunerationof 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 ofmonetary and non-monetary outlay.
During the year 04 (Four) Committee Meetings were held during the year ended 31st March, 2025, and the dates are28th May, 2024, 13th August, 2024, 10th October, 2024 and 7th February, 2025.
Details of the composition of the Committee and attendance during the year are as under:
02
PrakashkumarGovindbhai Nakarnai
The Board of Directors has framed a policy which lays do w n a framework in relation to remuneration of Directors. Thispolicy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorizedto decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salaryis paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remunerationcommittee has been assigned to approve and settle the remuneration package with optimum blending of monetary andnon-monetary outlay.
In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and RemunerationPolicy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key ManagerialPersonnel.
During the year, there have been no changes to the Policy. The same is annexed to this report as Annexure II and isavailable on our website www.sjcorp.in.
Details of remuneration paid to Directors and Key Managerial Personnel are as under:
Remuneration (in Lacs.)
1
6.00/-
2
4.80/-
3
Ms. Deepa Dhamecha
Company Secretary
1.80/-
Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressalof grievances of shareholders etc. The Committee reviews Shareholder's / Investor's complaints like non-receipt of AnnualReport, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate sharecertificates, etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of theCompany including security holders.
The Company has not received any complaints from the investors during the financial year under review.
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company herebyconfirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along withproper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the companyat 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 inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventing anddetecting 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 internalfinancial controls are adequate and were operating effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws andthat 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 Remunerationof Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company is enclosed as AnnexureIII and forms an integral part of this report.
Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of ManagerialPersonnel) Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceedingRs. 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 theyear.
Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure IV and form anintegral 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 othercompany.
Statutory Auditors and Auditors' Report
At the 40th Annual General Meeting held on 31st August, 2021, M/s. SDBA & Co., Chartered Accountants, wereappointed as Statutory Auditors of the Company to hold office till the conclusion of the 45th Annual General Meetingto be held in financial year 2026.
Auditors Report as issued by M/s. SDBA & Co., Chartered Accountants, Auditors of the Company is self-explanatoryand need not call for any explanation by your Board.
Secretarial Auditor and Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s. K. PRASHANT & CO., Company Secretaries,
(Proprietor Mr. Prashant V. Kathiriya, Practicing Company Secretary, CP: 19094), have been appointed SecretarialAuditors of the Company. The Secretarial Audit Report is enclosed as Annexure VI to this report.
The Secretarial Auditors' Report for FY 2024-25 does not contain any qualification, reservation or adverse remark. Duringthe FY 2024-25, the statutory auditors and secretarial auditor have not reported any instances of frauds committed inthe 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 AuditCommittee 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 theCompany.
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 andemployees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company at www.sjcorp.in. The employees of the Company are made aware of the said policy at thetime 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 ofrisks, 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 capitalizationas at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (ListingObligations 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) ofSecurities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015.
Loans & Guarantees
During the year under review, the Company has not provided any loan, guarantee, security or made any investmentcovered 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 Detailsare given in the notes to the financial statements forming part of this Annual Report.
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 Personnelor other designated persons pursuant the provisions of Section 188(1) of the Companies Act, 2013 during the financialyear 2024-25.
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 byusing energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations andimplement requisite improvements/changes in the process in order to optimize energy/ power consumption and therebyachieve cost savings. Energy costs comprise a very small part of the Company's total cost of operations. However, asa part of the Company's conservation of energy program, the management has appealed to all the employees/workersto conserve energy.
I. The efforts made towards technology absorption:
The Company values innovation and applies it to every facet of its business. This drives development of distinctivenew products, ever improving quality standards and more efficient processes.
The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategiesand 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 designsas per the emerging market trends. The Company uses innovation in design as well as in technology to developnew products.
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 existingproducts,
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 underreview.
(c) Foreign Exchange Earnings and Out go: (Rs. in Lakhs)
F.Y 2024-2025
F.Y 2023-2024
C.I.F. Value of Imports
NIL
Foreign travelling expenses
F.O.B. Value of Exports
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 consecutiveperiod of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferredto IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any StatutoryAuthority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven yearsfrom the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferredto the IEPF established by the Central Government. Accordingly, the Company has transferred eligible Shares to IEPFDemat Account maintained by the IEPF authority within statutory timelines.
Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, applicationmoney 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 makingan electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to takea print of the same and send physical copy duly signed along with requisite documents as specified in the form to theattention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the websiteof Ministry of Corporate Affairs www.iepf.gov.in.
Company has not declared dividend since 2017-18 and there is no amount remaining/unpaid with the company.
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.
The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social ResponsibilityCommittee and frame a policy thereof.
As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of theCompanies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to ourCompany.
Sexual Harassment of Women at Workplace (Prevention Prohibition And Redressal) Act, 2013:
The Company has complied with the applicable provisions of the POSH Act, and the rules framed thereunder.
In terms of Schedule V read with Regulation 34(3) of SEBI (LODR) Regulation, 2015 and Companies (Accounts) SecondAmendment Rules, 2025 disclosures relating to Sexual Harassment of Women at Work Place (Prevention, Prohibitionand Redressal) Act, 2013 are given as below:
Sr.
No.
No. ofcomplaints
Number of complaints filed during the financial year 2024 -25
Number of complaints disposed off during the financial year 2024-25
Number of cases pending for more than ninety days
Number of complaints pending as on 31st March, 2025
Listing with Stock Exchange
The shares of the Company are listed on BSE only.
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarialstandards issued by The Institute of Company Secretaries of India and such systems are adequate and operatingeffectively.
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 goingconcern 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 haveoccurred between the end of the financial year of the company to which the financial statements relate and the dateof 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 Shareholdersof 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, supportand guidance.
Place : Mumbai Chairman
Date : 14/08/2024 [DIN: 10753235]