DIRECTORS' REPORT To, The Members, SJ CORPORATION LIMITED Your Directors have pleasure in presenting their 34th Annual Report on the Audited Statement of Accounts of the SJ Corporation Limited ["Company"] for the Financial Year ended March 31, 2015. REVIEW OF OPERATIONS During the year under review, the Company has posted total Income of Rs. 47,57,15,976 /- as against Rs. 42,90,55,198 /- for the corresponding previous year. Further, Net Profit after tax for the year under review was Rs.33,682/- as against Rs. 4,45,425/- for the corresponding previous year. DIVIDEND AND RESERVES Your directors have recommended, for consideration of shareholders at the ensuing Annual General Meeting, Dividend of Rs.0.05 (5% of Paid-up Share Capital of the Company) per equity share of face Value of Re.1/-each for the year ended on March 31, 2015. The dividend will be paid in compliance with applicable regulations. SHARE CAPITAL The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 83,55,000/-, comprising of 83,55,000 shares of Re. 1/- each. During the year under review, the Company has not issued any equity shares. DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year under review, the Board of Directors of the Company has appointed Mrs. Usha Patel as an Additional Director (Woman Director) on the Board of the Company with effect from 26th February, 2015, whose office is liable to be determined to retire by rotation. In accordance with the provisions of Section 161 of the Companies Act, 2013, Mrs. Usha Patel shall hold office only upto the date of forthcoming Annual General Meeting. Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a notice from a Member proposing the candidature of Mrs. Usha Patel for the office of Director at the forthcoming Annual General Meeting. Mr. Deepak Upadhyay, Managing Director of the Company, retires by rotation being eligible; offers himself for reappointment at the forthcoming Annual General Meeting. Also, Mr. Rupesh Agarwal have been appointed as Company Secretary with effect from 31st March, 2015. Further Mr. Ashish Satani has been appointed as Chief Financial Officer of the Company in place of Mr. Vipul Vaghasiya, who has tendered his resignation w.e.f 10th August, 2015. 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; and (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) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report. Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month if employed for part of the year. NUMBER OF BOARD MEETINGS A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, 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. INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as the Listing Agreement. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES The Company does not have any subsidiary company and has not entered into joint venture with any other company. STATUTORY AUDITORS' AND AUDITORS' REPORT The Auditors, M/s Ravi & Dev, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of 2 years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 36th AGM to be held in the year 2017. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Ravi & Dev LLP that their re-appointment, if made, would be in conformity with the limits specified in the said Section. Auditors Report as issued by M/s Ravi & Dev, Chartered Accountants, Auditors of the Company is self explanatory and need not call for any explanation by your Board. SECRETARIAL AUDIT In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure IV to this report. Explanation under Section 134(3)(f)(ii) of the Companies Act, 2013: Re: Appointment of Company Secretary: The Board of Directors, after extensive search of suitable candidate, was in a position to appoint a Company Secretary in the whole time in employment w.e.f. 31st March 2015 Re: Appointment of Internal Auditor: The appointment of internal auditor of the Company was made w.e.f. 26th February 2015 due to non availability of candidate as per requirements of the Company. 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, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon. M/s Ankit Dinesh Bhundari & Co., Chartered Accountants is appointed as the Internal Auditor as required in pursuant to Section 138 of the Companies Act, 2013, w.e.f. 26th February 2015. COMPOSITION OF AUDIT COMMITTEE Your Company has formed an Audit Committee as per the Companies Act, 2013 and the listing agreement. All members of the Audit Committee possess strong knowledge of accounting and financial management. The Managing Director, Executive Director and Director (Finance) are regularly invited to attend the Audit Committee meetings. 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. 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. 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 <http://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. EXTRACT OF ANNUAL RETURN: The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report. DEPOSITS The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 and as on 31st March, 2015, there were no outstanding deposits. LOANS & GUARANTEES During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate. INSURANCE The properties/assets of the Company are adequately insured. RELATED PARTY TRANSACTIONS During FY 2014-15, the Company entered into certain Related Party Transactions which are in the ordinary course of business and at arm's length basis, with approval of the Audit Committee. The Audit Committee grants omnibus approval for the transactions which are of foreseen and repetitive nature. A detailed summary of Related Party Transactions is placed before the Audit Committee & the Board of Directors for their review every quarter. There are no materially significant Related Party Transactions executed between the Company and its Promoters, Directors, key Managerial Personnel or other designated persons, that may have a potential conflict with the interest of the Company at large. Since all Related Party Transactions entered into by the Company were in ordinary course of business and were on an arm's length basis, Form AOC-2 is applicable to the Company as per Annexure III. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company's operations form a part of this Annual Report. 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: The operation of the company is not energy-intensive. However, the Company has taken all the efforts for reduction of energy consumption. (b) Absorption of Technology: There was no import of technology during the year. (c) Foreign Exchange Earnings and Outgo: C.I.F. Value of Imports: Rs. 42,62,56,661 /- Foreign Travelling expenses: Rs. 10,01,105 /-F.O.B. Value of Exports: Rs. 47,51,74,695 /- TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND As per the provision of Section 125 of the Companies Act, 2013 read with rule 4 of Companies (Declaration and Payment of Dividend) Rules, 2014, Dividend which remain unclaimed for the period of seven years are required to be transferred to the Investor Education Protection Fund administered by the Central Government. The Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 25th September,2014), with the Ministry of Corporate Affairs. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. LISTING WITH STOCK EXCHANGE: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. HUMAN RESOURCES Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. ACKNOWLEDGEMENT The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company. For and on behalf of the Board of Directors Deepak Upadhyay Managing Director [DIN: 02270389] Sanjay Patel Whole-time Director [DIN: 00842364] Place: Mumbai Date: August 10, 2015 |