To
The Members,
S.J.S. ENTERPRISES LIMITED
Your directors' have the pleasure in presenting the 20th 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, 2025 ("financial year").
In compliance with the applicable provisions of the Companies Act,
2013, including any statutory modification(s) or reenactment^) 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, 2025, in respect of the Company.
FINANCIAL RESULTS
The financial performance of the Company for the financial year ended
31st March, 2025 is summarized below:
(' in Mn)
|
Year ended |
Year ended |
Particulars |
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
|
Standalone |
Consolidated |
Revenue from operations |
3,980.05 |
3,633.61 |
7,604.86 |
6,278.00 |
Other Income |
121.05 |
70.27 |
78.24 |
77.04 |
Total Income |
4,101.10 |
3,703.88 |
7,683.10 |
6,355.04 |
Less:- Cost of raw materials consumed |
1,502.75 |
1,395.33 |
3,572.10 |
2,873.77 |
Less:- Changes in Inventory of FG, WIP and
stores & spares |
(6.78) |
29.85 |
(13.39) |
(24.91) |
Less:- Employee benefit expenses |
580.77 |
498.59 |
856.37 |
707.65 |
Less:- Finance costs |
25.80 |
53.42 |
56.41 |
85.21 |
Less:- Depreciation and amortization expense |
182.18 |
171.54 |
447.03 |
387.42 |
Less:- Other expenses |
687.79 |
669.59 |
1,235.94 |
1,199.41 |
Total Expenses |
2,972.51 |
2,818.32 |
6,154.46 |
5,228.55 |
Profit before Tax |
1,128.59 |
885.56 |
1,528.64 |
1,126.49 |
Less:- Tax expenses |
|
|
|
|
- Current tax |
257.95 |
250.66 |
439.64 |
355.91 |
- Deferred tax (credit)/charge |
(49.29) |
(40.69) |
(99.32) |
(83.13) |
Total tax expense |
208.66 |
209.97 |
340.32 |
272.78 |
Profit for the year |
919.93 |
675.59 |
1,188.32 |
853.71 |
Other comprehensive (expenses) /income for
the year, net of tax |
5.40 |
16.01 |
(9.49) |
15.04 |
Total comprehensive Income for the year |
914.53 |
691.60 |
1,178.83 |
868.75 |
Earnings per equity share (face value of
Rs. 10 each) |
|
|
|
|
- Basic (in ') |
29.53 |
21.86 |
37.82 |
27.45 |
- Diluted (in ') |
28.80 |
21.40 |
36.88 |
26.87 |
BUSINESS REVIEW Standalone Financial Results:
During the financial year, your Company delivered a strong financial
performance, achieving its highest-ever total income and net profit on a standalone basis.
The total income stood at Rs. 4,101.10 Mn, an increase of 10.72% over the
previous financial year's income of Rs. 3,703.88 Mn. This growth reflects the
Company's continued focus on operational efficiency, product innovation, and
customer-centric execution.
Profit after tax (PAT) surged by 36.17%, reaching Rs. 919.93
Mn, compared to Rs. 675.59 Mn in the prior year. The significant improvement in
profitability is attributable to better product mix, cost optimization measures, tax
savings and leveraging economies of scale.
This performance underscores the Company's resilience and ability to
adapt to dynamic market conditions while maintaining a strong balance sheet and healthy
cash flow position.
Consolidated Financial Results:
On a consolidated basis, the Company reported a total income of Rs. 7,683.10
Mn, marking a robust growth of 20.90% over the previous year's consolidated
income of Rs. 6,355.04 Mn. This growth was driven by the Company's domestic and
international operations, as well as contributions from its subsidiary, reflecting
improved market penetration and customer acquisition.
The consolidated profit after tax stood at Rs. 1,188.32 Mn,
compared to Rs. 853.71 Mn in the preceding year, registering a growth of 39.19%.
This strong performance highlights the Company's ability to generate consistent returns
while pursuing strategic initiatives across markets and product segments.
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.
The Company remains focused on delivering long-term value through
strategic investments, operational excellence, and continuous innovation, while
maintaining a strong commitment to governance and stakeholder engagement.
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 25% i.e. Rs. 2.50
per equity share of face value of Rs. 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. 09th July, 2025 after deduction of applicable taxes. 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 Wednesday, 09th July, 2025 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 capitalization
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, the company as an
outstanding dividend of Rs. 27,805 for the Final dividend declared on 20th August, 2024 by
the members of the company and the details of the outstanding dividend is available on the
website of the company at https://www. sjsindia.eom/investors.html#disclosures.
RESERVES
The Company has not transferred any amount to reserves for the
financial year.
SHARE CAPITAL
During the financial year, there was an increase in paid-up equity
share capital, on account of the Company issuing and allotting 287,750 equity shares with
a face value of Rs. 10/- per equity share, consequent to exercise of vested Employee Stock
Options under 'SJS Enterprises - Employee Stock Option Plan 2021' by the eligible
employees of the Company.
The paid-up equity shares capital stands at Rs. 313,256,540/-
comprising of 31,325,654 equity shares of 10/- each fully paid up as on 31st March, 2025.
CHANGE IN PROMOTER HOLDING & RE-CALSSIFICATION OF PROMOTER
During the financial year, Evergraph Holdings Pte Ltd
("Evergraph") carried out an inter se Transfer of shares with Mr. KA Joseph in
two tranches as detailed below:
In first Tranche, Evergraph sold 900,000 equity shares,
representing 2.90% of Paid-up share capital of the company;
In Second Tranche, Evergraph sold 536,337 Equity shares
representing 1.73% of Paid-up share capital of the company.
Following the inter se transfer of shares among the promoters of the
company, Mr. K.A. Joseph's shareholding has increased to 6,687,581 equity shares,
representing 21.35% of the company's paid-up share capital, while Evergraph's shareholding
has been reduced to nil.
Furthermore, Evergraph, through its letter dated 21st October, 2024,
requested reclassification from the Promoter Category to the Public Category in accordance
with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations. The Company submitted the application for reclassification to both stock
exchanges on 22nd November, 2024 and received approval on 07th February, 2025.
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.sisindia.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.
The financial statements, including the consolidated financial
statements and related information of the Company and financial statements of the
subsidiary companies are available on our website at https://www.sisindia.com/
investors.html#financials.
The policy for determining 'material' Subsidiaries is disclosed in
https://www.sisindia.com/investors.html#policies
Following are the Subsidiaries/Wholly owned Subsidiary and Stepdown
Subsidiary Company:
Wholly Owned Subsidiary |
Subsidiary Company |
Step down subsidiary Company |
SJS Decoplast Private Limited (Formerly Known
as Exotech Plastics Private Limited) |
Walter Pack Automotive Products India Private
Limited |
Plastoranger Advanced Technologies Private
Limited - Wholly Owned Subsidiary of Walter Pack |
Further, the details of the subsidiary company and joint venture or
associate company as defined under Section 2(87) and 2(6) of the Act respectively, which
are explained in detailed below:
Subsidiary:
The report on the performance and financial position of each Subsidiary
and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed
to this report as Annexure - B.
Associate:
There are no Associate companies as of the end of the financial year.
Joint Venture:
There are no joint venture companies as of the end of the financial
year.
HUMAN RESOURCE MANAGEMENT
Being an employee-centric organization, your Company always puts its
people at the heart of whatever it does. The Company believes that the success of the
organization and its people, go hand-in-hand. Our humble efforts have been recognized by
the Great Place to Work Institute India, which has awarded our company the "Great
Place To Work" certification in the mid-size organization category for four
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.
sisindia.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 company has established the CSR Trust in
the name and style of "SJS Foundation" 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 financial year |
Nil |
c. Number of complaints pending as on end of
the financial year |
Nil |
VIGIL MECHANISM AND WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has formulated a comprehensive Whistle Blower Policy in
line with the provisions of Section 177(9) and Section 177(10) of the Act, with a will to
enable the stakeholders, including directors, individual employees to freely communicate
their concerns about illegal or unethical practices and to report genuine concerns to the
Audit Committee of the Company.
The mechanism provides adequate safeguards against the victimization of
directors or employees who avail the mechanism. The Vigil Mechanism and Whistle Blower
Policy is available on the website of the Company at https://www.
sjsindia.com/investors.html#policies.
BOARD OF DIRECTORS
Your 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 & Lead Independent Director |
2. |
Mr. K. A. Joseph |
Managing Director |
3. |
Mr. Sanjay Thapar |
Group CEO & Executive Director |
4. |
Mr. Kevin K Joseph |
Executive Director |
5. |
Mrs. Veni Thapar |
Independent Director |
6. |
Mr. Matthias Frenzel |
Independent Director |
* The Company has designated Mr. Ramesh C. Jain, Chairman and
Independent Director, as the Lead Independent Director with effect from the Board meeting
held on 27th March 2025.
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. Sanjay Thapar is liable
to retire by rotation at the ensuing Annual General Meeting and being eligible, has
offered himself for reappointment.
The Board has considered and approved the recommendation of the
Nomination & Remuneration Committee in their meeting held on 08th May, 2025 to
re-appoint Mr. Sanjay Thapar 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 |
Group CEO & Executive Director * |
3. |
Mr. Kevin K Joseph |
Executive Director |
4. |
Mr. Mahendra Kumar Naredi |
Group Chief Financial Officer * |
5. |
Mr. Thabraz Hushain W |
Company Secretary & Compliance Officer |
* The Board of Directors at its meeting held on 30th January 2025,
approved the change in designation of Mr. Sanjay Thapar, Chief
Executive Officer & Executive Director, and Mr. Mahendra Kumar
Naredi, Chief Financial Officer. Mr. Thapar shall be additionally designated as the Group
Chief Executive Officer & Executive Director, and Mr. Naredi as the Group Chief
Financial Officer of the Company.
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.
In the opinion of the Board, the Independent Directors possess the
requisite integrity, experience, expertise, and proficiency required under all applicable
laws and the policies of the Company.
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. No. |
Name |
Position on the Committee |
Designation |
1. |
Mrs. Veni Thapar |
Chairperson |
Independent Director |
2. |
Mr. Ramesh C Jain |
Member |
Chairman & Lead Independent Director |
3. |
Mr. Sanjay Thapar |
Member |
Group CEO & Executive Director |
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. No. |
Name |
Position on the Committee |
Designation |
1. |
Mrs. Veni Thapar |
Chairperson |
Independent Director |
2. |
Mr. Ramesh C Jain |
Member |
Chairman & Lead Independent Director* |
3. |
Mr. Matthias Frenzel |
Member |
Independent Director |
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 |
Group CEO & Executive Director |
4. |
Mrs. Veni Thapar |
Member |
Independent Director |
Risk Management Committee:
The composition of the Risk Management Committee ("RMC"),
pursuant to Regulation 21 of SEBI Listing Regulations is as follows:
Sl. No. |
Name |
Position on the Committee |
Designation |
1. |
Mr. Sanjay Thapar |
Chairman |
Group CEO & Executive Director |
2. |
Mrs. Veni Thapar |
Member |
Independent Director |
3. |
Mr. K A Joseph |
Member |
Managing Director |
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. |
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 |
Group CEO & Executive Director |
4. |
Mrs. Veni Thapar |
Member |
Independent Director |
INTERNAL FINANCIAL CONTROLS
The Company has maintained adequate financial control system,
commensurate with the size, scale and complexity of its operations and ensures compliance
with various policies, practices and statutes in keeping with the organization'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, scheduled to be held on 16th July, 2025.
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.
Considering the completion of the term of M/s. BSR & Co. LLP,
Chartered Accountants, as the Statutory Auditors of the Company at the ensuing Annual
General Meeting, the Board of Directors, at its meeting held on 08th May, 2025, has
recommended the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants
(Firm Registration No. 301003E/ E300005), as the Statutory Auditors of the Company,
subject to the approval of the shareholders at the ensuing Annual General Meeting, for a
term commencing from the conclusion of the 20th Annual General Meeting and ending at the
conclusion of the 25th Annual General Meeting to be held in the calendar year 2030.
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 01st August,
2024 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 2025-26. As required under the Act, the remuneration payable to the Cost Auditors is
required to be placed before the members, in the ensuring 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
ensuring annual general meeting.
Secretarial Auditor:
The Board, based on the recommendation of the Audit Committee had
appointed Mr. Ananta R Deshpande, Company Secretary in Practice (FCS No. 11869 and
Certificate of Practice No. 20322) as the Secretarial Auditor of the Company to conduct
Secretarial Audit for the financial year 2024 -25.
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, pursuant to Regulation 24A of SEBI (Listing and Disclosure
Requirements) Regulations 2015, the board based on the recommendation of the Audit
Committee is proposes to appoint the Mr. Ananta R Deshpande, Company Secretary in Practice
(FCS No. 11869 and Certificate of Practice No. 20322) as the Secretarial Auditor of the
Company subject to the approval of shareholders in the ensuing Annual General meeting to
conduct Secretarial Audit for the term of five years commencing from the conclusion of
20th Annual General Meeting and ending at the conclusion of the 25th Annual General
Meeting to be held in the calendar year 2030.
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, two separate Independent Directors meeting was held
during the financial year on 28th March, 2025 and 31st March, 2025.
The Independent Directors at their first and second 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.
To review on the Company's Succession Planning Framework.
PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES
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. 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-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:
The recommendation given by
the Board for |
Actions taken in response to
recommendations for previous year in current year |
Current Year (FY 2024- 25) |
Previous Year (FY 2023-24) |
|
|
The frequency and number of meetings for the
Board and Committees to be increased |
Based on the recommendation, the Company has
increased the frequency and number of meetings of the Board and its Committees to
facilitate more effective oversight and timely decision-making. |
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 familiarization 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 familiarization programmes also intend to update the Independent
Directors on a regular basis, on any significant changes therein, so as to be in a
position to take well informed and timely decisions.
The following are the familiarization programmes undertaken during the
financial year:
The Board has Imparted with ESG Training to understand their
role in environmental, social, and governance matters
The Board members are educated on the Insider Trading and this
program ensures that all the directors are very well versed with the latest regulation on
insider regulation.
The Board has undergone a specialized M&A training to
enhance their knowledge of the strategic, financial, and regulatory aspects involved in
mergers, acquisitions, and related corporate transactions.
The further details of Familiarization 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, qualification, 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,
the statement containing the names and other details of top 10 employees drawing more than
10.2 Mn per financial year or 0.85 Mn per month, as the case may be, are set out in
Annexure G to the Board's Report.
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) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
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.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
During the year under review, your Directors confirm that there were no
significant material orders passed by the Regulators or Courts or Tribunals impacting the
going concern status of your Company and its future operations.
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.
For & on behalf of the Board of Directors
K.A. Joseph |
Sanjay Thapar |
Managing Director |
Group CEO & Executive Director |
DIN: 00784084 |
DIN:01029851 |
Place: Bengaluru |
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Dated: 08th May, 2025 |
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