The directors' have the pleasure in presenting the Annual Report of S.J.S. Enterprises Limited (the "Company") together with audited financial statements (standalone and consolidated) and the Auditor's Report for the financial year ended 31st March 2024 ("financial year").
In compliance with the applicable provisions of the Companies Act, 2013, including any statutory modification(s) or re-enactment(s) thereof, for the 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 31st March 2024, in respect of the Company.
FINANCIAL RESULTS
The financial performance of the Company for the financial year ended 31st March 2024 is summarised below:
|
(Rs. in Mn)
|
| |
Year ended
|
Year ended
|
|
Particulars
|
31.03.2024
|
31.03.2023
|
31.03.2024
|
31.03.2023
|
| |
Standalone
|
Consolidated
|
|
Revenue from operations
|
3,633.61
|
2,961.92
|
6,278.00
|
4,330.49
|
|
Other Income
|
70.27
|
85.27
|
77.04
|
101.52
|
|
Total Income
|
3,703.88
|
3,047.19
|
6,355.04
|
4,432.01
|
|
Less:- Cost of raw materials consumed
|
1,395.33
|
1,136.71
|
2,873.77
|
1,942.65
|
|
Less:- Changes in Inventory of FG, WIP and stores & spares
|
29.85
|
(38.67)
|
(24.91)
|
(74.79)
|
|
Less:- Employee benefit expenses
|
498.59
|
453.30
|
707.65
|
561.29
|
|
Less:- Finance costs
|
53.42
|
6.72
|
85.21
|
23.11
|
|
Less:- Depreciation and amortisation expense
|
171.54
|
164.05
|
387.42
|
233.01
|
|
Less:- Other expenses
|
669.59
|
538.12
|
1199.41
|
835.04
|
|
Total Expenses
|
2,818.32
|
2,260.23
|
5,228.55
|
3,520.31
|
|
Profit before Tax
|
885.56
|
786.96
|
1,126.49
|
911.70
|
|
Less:- Tax expenses
|
|
|
|
|
|
- Current tax
|
250.66
|
195.48
|
355.91
|
240.19
|
|
- Deferred tax (credit)/charge
|
(40.69)
|
3.62
|
(83.13)
|
(1.02)
|
|
Total tax expense
|
209.97
|
199.10
|
272.78
|
239.17
|
|
Profit for the year
|
675.59
|
587.86
|
853.71
|
672.53
|
|
Other comprehensive (expenses) /income for the year, net of tax
|
16.01
|
(6.83)
|
15.08
|
(5.73)
|
|
Total comprehensive Income for the year
|
691.60
|
581.03
|
868.75
|
666.80
|
|
Earnings per equity share (face value of ' 10 each)
|
|
|
|
|
|
- Basic (in ')
|
21.86
|
19.31
|
27.45
|
22.10
|
|
- Diluted (in ')
|
21.40
|
19.06
|
26.87
|
21.81
|
BUSINESS REVIEW Standalone Financial Results:
During the financial year, your Company recorded a total income of ' 3,703.88 Mn as against ' 3,047.19 Mn in the previous financial year, registering an increase of 21.55% against the previous financial year.
The Company's profit after tax has increased to ' 675.59 Mn from ' 587.86 Mn, at a growth of 14.92%.
The Company has posted its highest-ever total revenue of ' 3,703.88 Mn and highest-ever net profit after tax of ' 675.59 Mn.
Consolidated Financial Results:
During the financial year, your Company's consolidated total income is ' 6,355.04 Mn as against ' 4,432.01 Mn in the previous financial year, registering an increase of 43.39% against the previous financial year.
The Company's consolidated profit after tax has increased to ' 853.71 Mn from ' 672.53 Mn, at a growth of 26.94%.
The audited financial statements together with related information and other reports of the subsidiary company have also been placed on the website of the Company at https:// www.sjsindia.com/investors.html#financials.
DIVIDEND
In line with the Dividend Distribution Policy of the Company which is available on the Company's website viz. https:// www.sjsindia.com/investors.html#policies, Your Directors' are pleased to recommend a final dividend at the rate of 20% i.e. ' 2.00 per equity share of face value of ' 10/- each for the financial year. Dividend is subject to the approval of Shareholders in the ensuing Annual General Meeting of the Company. The dividend would be payable to all shareholders whose names appear in the Register of Members and the list of beneficial owners furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited as on the Record date i.e. 13th August 2024 after deduction of applicable taxes, involving a cash outflow of ' 62.08 Mn. Final Dividend once approved by members shall be disbursed within 30 days of the approval and the date of disbursement shall be communicated in advance to the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited.
RECORD DATE
The Company has fixed Tuesday, 13th August 2024 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for the financial year.
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 capitalisation calculated as of 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 the declaration/ recommendation of dividend and is available on the Company's 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 remains 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 remains unpaid and required to be transferred to the IEPF by the Company during the financial year.
RESERVES
The Company has not transferred any amount to reserves for the financial year.
RAISING OF FUNDS BY ISSUANCE OF EQUITY SHARES ON PREFERENTIAL BASIS AND CORRESPONDING CHANGE IN SHARE CAPITAL
During the financial year, the company issued 6,00,000 equity shares with a face value of ' 10 each at a price of ' 500 each, including a premium of ' 490 each to Mr. K.A. Joseph ("Investor"), Founder, Promoter & Managing Director of the Company, aggregating to ' 300 Mn (Rupees Three Hundred Million Only), through preferential issue on a private placement
basis in accordance with Section 42, 62, and other applicable provisions of the Act, along with the rules thereunder and Chapter V of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Consequently, the Company's paid-up equity share capital increased from ' 30,43,79,040 divided into 30,437,904 equity shares of ' 10 each to ' 31,03,79,040 divided into 31,037,904 equity shares of ' 10 each.
Further, The Company has not bought back any of its securities or issued bonus / sweat equity shares or issued shares with differential voting rights during the financial year.
AUTHORISED SHARE CAPITAL
During the financial year, the authorised share capital of the Company increased from ' 35,00,00,000 divided into 3,50,00,000 equity shares of ' 10 each to ' 50,00,00,000 divided into 5,00,00,000 equity shares of ' 10 each.
STATEMENT OF DEVIATION
The funds raised through preferential issue were aimed to enhance shareholder's value with an increase in the market cap of the Company, funding organic or inorganic growth opportunities (including acquisitions), capital expenditure, pre-payment and/or repayment of outstanding borrowings, as may be permissible under the applicable law. The proceeds raised through the preferential issue have been entirely allocated to the object for which they were raised and there have been no deviations from the planned use of funds.
CHANGE IN PROMOTER HOLDING
During the financial year, Evergraph Holdings Pte Ltd ("Evergraph") divested 9,164,033 equity shares, equating to 29.53% of the Company's paid-up equity capital as of 22nd August 2023, through open market transactions. This transaction led to a reduction in Evergraph's ownership from 34.15% to 4.63%.
Subsequently, Evergraph and Mr. KA Joseph executed a letter agreement on 23rd February 2024, to sell 1,436,337 equity shares, accounting for 4.63% of the total share capital of the Company. On 29th February 2024, as part of the initial tranche, Evergraph transferred 9,00,000 equity shares, constituting 2.90%, to Mr. KA Joseph. Consequently, Evergraph's ownership decreased to 1.73%.
During the financial year, the company allotted 6,00,000 equity shares to Mr. K.A. Joseph through preferential issue on a private placement basis and in accordance with the
letter agreement, he acquired an additional 9,00,000 equity shares from Evergraph. Consequently, his total shareholding surged from 46,51,244 equity shares, representing 15.28%, to 61,51,244 equity shares, representing 19.82% of the total paid up share capital of the Company.
MERGER AND ACQUISITIONS
During the financial year, as part of its investment strategy, your Company had entered into a Share Purchase Agreement ("SPA") with Walter Pack Automotive Products India Private Limited ("WPI") and its shareholders i.e. Walter Pack S.L. and Mr. Roy Mathew. for acquiring 315,442 (Three Hundred Fifteen Thousand Four Hundred Forty-Two) equity shares, resulting in your company holding 90.1% (ninety point one percent) of WPI's equity share capital on a fully diluted basis. Consequently, WPI has become a subsidiary of your company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(2) of SEBI Listing Regulations, the Management Discussion and Analysis Report forms an integral part of the Annual Report.
CORPORATE GOVERNANCE
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.
BUSINESS RESPONSIBILITY AND SUSTANBILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ('BRSR') on initiatives taken from an environmental, social, and governance perspective, in the prescribed format forms an integral part of the Annual Report.
PARTICULARS OF RELATED PARTY TRANSACTIONS
Related party transactions entered during the financial year were on arm's 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 arm's length basis.
PARTICULARS OF INTER-CORPORATE LOANS OR INVESTMENTS OR GUARANTEES OR SECURITY
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the 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.
SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2).
ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS
There were no significant / material orders passed by the regulators or courts or tribunals during the financial year, impacting the going concern status and Company's operations in future.
CHANGE IN NATURE OF BUSINESS
During the financial year, there has been no change in the Company's nature of business.
ANNUAL RETURN
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 the annual return in the prescribed Form MGT-7 for the financial year is available on the website of the Company at https://www.sjsindia.com/investors. html#annual-report.
CHANGE IN FINANCIAL YEAR
There has been no change in the financial year of the Company. DEPOSITS
The Company has not accepted any deposits covered under the Chapter V of the Act, during the financial year.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES
As of the end of the financial year, the company has two subsidiaries (including one wholly-owned subsidiary) and one
step-down subsidiary, which is a wholly-owned subsidiary of Walter Pack Automotive Products India Private Limited. There has been no material change in the nature of the subsidiaries' businesses. Further, the Company doesn't have any joint venture or associate company as defined under Section 2(6) of the Act, which are explained in detailed below:
Subsidiary:
A statement containing salient features of the financial statements of the Subsidiary is enclosed in this report as Annexure - B.
Associate:
As of 31st March 2024, your company shareholding in Suryaurja Two Private Limited (STPL) the erstwhile associate company, has decreased from 48% to 16.83%. This reduction is due to the issuance of additional equity shares by STPL, leading to a dilution of your company's stake to below 20% and waiving the significant control interest in STPL, henceforth the STPL is no longer considered an associate company.
Joint venture companies, including in the consolidated financial statement is presented:
There are no joint venture companies as of the end of the financial year.
HUMAN RESOURCE MANAGEMENT
Being an employee-centric organisation, your Company always puts its people at the heart of whatever it does. The Company believes that the success of the organisation and its people, go hand-in-hand. Our humble efforts have been recognised by the Great Place to Work Institute India, which has awarded our company the "Great Place To Work" certification in the mid-size organisation category for five consecutive years.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
In accordance with the requirements of Section 135 of the Act and amendments thereof, 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 22nd January 2021 issued by the Ministry of Corporate Affairs.
During the financial year, the Board of Directors of your company approved for formation of CSR Trust in the name and style of "SJS Foundation" vide its Board Meeting dated 01st February 2024, and this dedicated entity will streamline and enhance the execution of the CSR activities and functions of the Company, including all its subsidiaries.
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 HARASSMENT OF WOMEN 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 a 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 Internal Complaints Committee (ICC) in place has been duly constituted as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
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
|
Nil
|
| |
financial year
|
|
|
c.
|
Number of complaints pending as on end of the
|
Nil
|
| |
financial year
|
|
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 the victimisation 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 Company's Board comprises of the following Directors as on the end of the financial year:
|
Sl. No.
|
Name 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.
|
Mrs. Veni Thapar
|
Independent Director
|
|
6.
|
Mr. Matthias Frenzel
|
Independent Director
|
During the financial year, Mr. Vishal Sharma and Mr. Kazi Arif Uz Zaman, the Nominees of Evergraph Holdings Pte Ltd, tendered their resignations from the directorship of the Company, relinquishing their responsibilities effective from 27th September 2023. Further details regarding their resignations are available on the Company's website at https://www.sjsindia.com/Docs/FY2324/Q2/Intimation%20 of%20Resignation%20of%20Director.pdf
Rotation of Director:
As per Section 152 of the Act, unless the 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. Kevin K Joseph 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 20th May 2024 to re-appoint Mr. Kevin K Joseph 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:
|
Sl.
No.
|
Name of KMP's
|
Designation
|
|
1.
|
Mr. K. A. Joseph
|
Managing Director
|
|
2.
|
Mr. Sanjay Thapar
|
CEO & Executive Director
|
|
3.
|
Mr. Kevin K Joseph
|
Executive Director
|
|
4.
|
Mr. Mahendra Kumar Naredi
|
Chief Financial Officer
|
|
5.
|
Mr. Thabraz Hushain W
|
Company Secretary & Compliance Officer
|
There were no appointments or resignations of Key Managerial Personnel during the financial year.
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 the Company's 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 Director's Databank maintained by IICA and meet the requirements of proficiency self-assessment test.
RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management Committee to identify, assess and mitigate the risks involved in the Company's 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 risks and controls. The major risks identified are systematically addressed through mitigating actions on a continuing basis.
The Risk Management Policy has been framed and implemented which is available on the website of the Company at https://www.sjsindia.com/investors.html#policies.
COMMITTEES
As per the requirements of the Act and SEBI Listing 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:
|
Sl.
Name
No.
|
Position on the Committee
|
Designation
|
|
1 Mrs. Veni Thapar
|
Chairperson
|
Independent Director
|
|
2 Mr. Ramesh C
|
Member
|
Chairman &
|
|
Jain
|
|
Independent Director
|
|
3 Mr. Sanjay Thapar
|
Member
|
CEO & Executive Director
|
Note:
1. Mr. Vishal Sharma has been a member of the committee until 27th September 2023.
2. Mr. Sanjay Thapar has been appointed as a member of the committee with effect from 18th October 2023.
The Audit Committee was constituted by the Board of Directors at their meeting held on 12th July 2021 and it was reconstituted on 18th October 2023, through a circular resolution, with Mr. Sanjay Thapar joining the committee in place of Mr. Vishal Sharma. The scope and functions of the Audit Committee are in accordance with Section 177 of the Act and the SEBI Listing Regulations.
Nomination and Remuneration Committee:
The composition of the Nomination and Remuneration Committee ("NRC"), 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 Director
|
|
2 Mr. Ramesh C Jain
|
Member
|
Chairman & Independent Director
|
|
3 Mr. Matthias Frenzel
|
Member
|
Independent Director
|
Note:
1. Mr. Vishal Sharma has been a member of the committee until 27th September 2023.
2. Mr. Matthias Frenzel has been appointed as a member of the committee with effect from 18th October 2023.
The RMC was constituted by the Board of Directors at their meeting held on 12th July 2021 and it was reconstituted on 18th October 2023, through a circular resolution, with Mr. KA Joseph joining the committee in place of Mr. Vishal Sharma.
Corporate Social Responsibility Committee:
The composition of the Corporate Social Responsibility Committee ("CSR"), pursuant to Section 135 of the Act is as follows:
|
Sl.
No.
|
|
Position
|
|
|
Name
|
on the Committee
|
Designation
|
|
1
|
Mr. Matthias Frenzel
|
Chairman
|
Independent Director
|
|
2
|
Mr. K A Joseph
|
Member
|
Managing Director
|
|
3
|
Mr. Sanjay Thapar
|
Member
|
CEO & Executive Director
|
|
4
|
Mrs. Veni Thapar
|
Member
|
Independent Director
|
Note:
1. Mr. Vishal Sharma has been a member of the committee until 27th September 2023.
The NRC was constituted by the Board of Directors at their meeting held on 12th July 2021 and it was reconstituted on 18th October 2023, through a circular resolution, with Mr. Matthias Frenzel joining the committee in place of Mr. Vishal Sharma. The scope and functions of the NRC is in accordance with Section 178 of the Act and the SEBI Listing Regulations.
Stakeholders Relationship Committee:
The composition of the Stakeholders Relationship Committee ("SRC"), pursuant to Section 178(5) of the Act and Regulation 20 of SEBI Listing Regulations is as follows:
|
Sl.
No.
|
Name
|
Position on the Committee
|
Designation
|
|
1
|
Mr. Matthias Frenzel
|
Chairman
|
Independent Director
|
|
2
|
Mr. K A Joseph
|
Member
|
Managing Director
|
|
3
|
Mr. Sanjay Thapar
|
Member
|
CEO & Executive Director
|
|
4
|
Mrs. Veni Thapar
|
Member
|
Independent Director
|
Note:
1. Mr. Kazi Arif Uz Zaman has been a member of the committee until 27th September 2023.
2. Mrs. Veni Thapar has been appointed as a member of the committee with effect from 28th March 2024.
The SRC was constituted by the Board of Directors at their meeting held on 12th July 2021 and it was reconstituted on 28th March 2024, through a circular resolution, with Mrs. Veni Thapar joining the committee in place of Mr. Kazi Arif Uz Zaman. The scope and functions of the SRC is in accordance with Section 178 of the Act and the SEBI Listing Regulations.
Risk Management Committee:
The composition of the Risk Management Committee ("RMC"), 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
|
Independent Director
|
|
3 Mr. K A Joseph
|
Member
|
Managing Director
|
Note:
1. Mr. Vishal Sharma has been a member of the committee until 27th September 2023.
2. Mr. KA Joseph has been appointed as a member of the committee with effect from 18th October 2023.
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 organisation's pace of growth and increasing complexity of operations. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.
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 selfexplanatory. There has been no qualifications/ reservations/ adverse remarks given by the Statutory Auditors in their Report for the financial year.
Cost Auditors:
M/s PSV & Associates, 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 Board 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 the financial year 2023-24 dated 26th July 2023 issued by M/s PSV & Associates, Bengaluru, Cost Accountants (Firm Registration No. 000304) with no qualifications/ reservations/ adverse remarks, 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 the financial year 2024-25. 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 had appointed Mr. Dwarakanath C, Company Secretary in Practice (FCS No. 7723 and Certificate of Practice No. 4847) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year.
There has been no qualifications/ reservations/ adverse remarks in the report given by the Secretarial Auditor for the financial year. The Secretarial Audit Report of the Company in Form MR-3 is enclosed to this report as Annexure - D.
Further, the Board of Directors, at its meeting held on 20th May 2024, appointed Mr. Ananta R. Deshpande, replacing Mr. Dwarakanath C Chennur as the new Secretarial Auditor of the Company for the financial year 2024-25, as a practice of good corporate governance and in accordance with the guidance notes provided by the Institute of Company Secretaries of India (ICSI).
Internal Auditors:
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 Company for the financial year.
The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the management's 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
There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.
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 IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a separate meeting of the Independent Directors was held on 27th February, 2024.
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 Executive Directors and NonExecutive Directors.
• Quality, quantity, and timeliness of the 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 THE BOARD AND ITS COMMITTEES
The Board of Directors, on the recommendation of the NRC has adopted a framework for performance evaluation of the Board, its committees, individual directors, and the chairperson through a survey questionnaire. The survey questionnaire broadly covers various aspects of Board functioning, the composition of the Board and its committees, culture, execution, and performance of specific duties, obligations, and governance. The evaluation parameters are based on the execution of specific duties, quality, deliberation at the meeting, independence of judgment, decision making, the contribution of Directors at the meetings and the functioning of the Committees.
The Board of Directors has evaluated the performance of all Independent Directors, Non-Independent Directors, Committees, the Chairperson, and the Board, as a whole. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company's business and operations. The Board of Directors also appraised the performance of the Independent Directors, their fulfilment of independence criteria specified by the Act and SEBI Listing Regulations, and well as their independence from management. The Director being evaluated did not participate in the evaluation process.
The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.
In addition to the above, your Company following our excellence in corporate governance has steered a Board Evaluation process by appointing an Independent external agency to further enhance the efficiency and effectiveness of our governance processes. Wherein they examined our internal questionnaire report, both numeric as well as qualitative, that were sent directly to the Board members on a confidential basis. The independent external expert also had individual conversations with each Board member and developed separate evaluation reports. Subsequently, the independent external expert collated reports for (a) the Board as a whole, (b) the Chairman of the Board, (c) Individual Directors, both Independent and Non- Non-Independent, and (d) for each of the Board Committees separately. The
assessment of individual Directors was sent separately to the concerned Directors. The results of the evaluation of the Board and its various Committees were subsequently discussed by the Board at its meeting and the areas for improvement of the functioning of the Board and committees were noted.
The following outlines the actions taken to implement the suggestions provided by the board in the preceding financial year, as well as new recommendations for the current financial year:
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The recommendation given by the Board for
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Actions taken in response to recommendations for previous year in current year
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Current Year (FY 2023- 24)
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Previous Year (FY 2022-23)
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The frequency and number of meetings for the Board and Committees to be increased
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To allocate the additional time for meetings.
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Based on the Board's recommendation, your company has allocated sufficient time for each Board and Committee meeting and ensured an adequate time gap between meetings conducted on the same day.
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To organise more number of in personal meetings
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Based on the Board's recommendation, your company organised two personal meetings to enhance the effectiveness of management's decision-making abilities. These meetings aimed to foster better communication and collaboration among the decisionmakers, ensuring more informed and strategic management choices.
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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.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has periodically conducted familiarisation programmes for its Independent Directors with the objective of making them accustomed to the business and operations of the Company through various structured orientation programs.
The familiarisation 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 following are the familiarisation programmes undertaken during the financial year:
• The Board has been Imparted with ESG Training to understand their role in environmental, social, and governance matters
• The Company has introduced the board to Industry 4.0 highlighting its transformative potential and impact on manufacturing & other attributes
• The Board has undergone a Cybersecurity Training to understand best practices for protecting company from Cyber attacks
The further details of Familiarisation programme is available on the website of the Company at https://www.sjsindia.com/ investors.html#corporate-governance.
PARTICULARS 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 and Amended on 28th March 2024. The policy, inter alia, lays down the principles relating to appointment, cessation, retirement, 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.
The details as prescribed under Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to compliance@sjsindia.com.
EMPLOYEEES STOCK OPTION
The Company has instituted employee stock options plan(s) from time to time to motivate, incentivize, and reward employees. The Board Governance, Nomination and Remuneration Committee administers these plan(s). The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee. Benefits and Sweat Equity) Regulations, 2021, as amended ("Employee Benefits Regulations") and there have been no material changes to these plans during the financial year. Disclosures on various plans, details of options granted, number of shares arising as a result of exercise of options, etc., as required under the Employee Benefits Regulations, is enclosed to this report as Annexure - G and is available on the website of the Company at www.sjsindia.com.
PROHIBITION OF INSIDER 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 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) t he directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the internal financial controls and compliance systems framework established and maintained by the Company, along with the assessments conducted by internal, statutory, and secretarial auditors, including the audit of internal financial controls over financial reporting by statutory auditors, and reviews performed by management and relevant board committees, including the audit committee, the Board concludes that the Company's internal financial controls were sufficient and operational during the financial year.
PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE,2016
No application has been made or any proceeding is pending under the IBC, 2016.
DIFFERENCE IN VALUATION
The Company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.
ACKNOWLEDGEMENTS
The Directors extend their heartfelt gratitude to all the employees for their invaluable contributions to the Company's success. The Directors also express their sincere thanks to the members, employee unions, customers, dealers, suppliers, bankers, governments, and all other business partners for their unwavering support and trust in the Company's management.
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