SJS Enterprises FY24 Annual Report
SJS Enterprises FY24 Annual Report
To,
ISIN: INE284S01014
Dear Sir/Madam,
In compliance with the Companies Act, 2013, rules framed thereunder and Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time,
please find enclosed the Annual Report for the Financial Year 2023-24.
The said Annual Report is available on the website of the Company at https://www.sjsindia.com/
Thank you,
Yours faithfully,
For S.J.S. Enterprises Limited
THABRAZ Digitally signed by
THABRAZ HUSHAIN
HUSHAIN WAJID AHMED
Date: 2024.07.24 12:26:20
WAJID AHMED +05'30'
Thabraz Hushain W.
Company Secretary & Compliance Officer
Membership No.: A51119
Expanding
Frontiers.
Driving Growth.
CONTENTS
CORPORATE
OVERVIEW
01
01 Expanding Frontiers. Driving Growth.
02 Corporate Overview
04 Geographic Presence
06 Product Portfolio
10 Chairman’s Message
12 Managing Director’s Message
14 Chief Executive Officer’s Message
16 Performance Highlights
18 Theme Stories
28 IT Infrastructure
30 Embedding Sustainable Practices To view
31 Environmental Annual Report 2023-24 Online,
33 Social https://www.sjsindia.com/
42 Governance investors.html#annual-report
STATUTORY
REPORTS
46 Forward-looking statement
46 Management Discussion
and Analysis This Report contains some forward-looking statements to enable
58 Directors’ Report investors to comprehend our prospects and take wise investment
84 Corporate Governance Report decisions, which may be identified by their use of words like
118 Business Responsibility and ‘plans’, ‘expects’, ‘will’, ‘anticipates’, ‘believes’, ‘intends’, ‘projects’,
Sustainability Report ‘estimates’ or other words of similar meaning. All statements that
address expectations or projections about the future, including
but not limited to statements about the Company’s strategy for
FINANCIAL growth, product development, market position, expenditures
STATEMENT
177
and financial results, are forward-looking statements. Forward-
looking statements are based on certain assumptions and
177 Independent Auditor’s Report expectations of future events. The Company’s actual results,
(Standalone) performance or achievements could thus differ materially
188 Standalone Financials from those projected in any such forward-looking statements.
251 Independent Auditor’s Report The Company assumes no responsibility to publicly amend,
(Consolidated) modify or revise any forward-looking statements, on the
260 Consolidated Financials basis of any subsequent developments, information or events.
The Company has sourced the industry information from the
Notice of Seventeenth publicly available resources and has not verified that information
Annual General Meeting
329
independently and shall not be liable for any variance from the
forward-looking statements.
Expanding
Frontiers.
Driving Growth.
SJS Enterprises (SJS) is steadfast in its
commitment to seizing unparalleled
opportunities for expansion and
accelerating its growth trajectory through
strategic initiatives. The acquisition of
Walter Pack Automotive Products India
Private Limited (WPI) stands as a landmark Furthermore, SJS is committed to
move in our journey, opening up a plethora driving profitability through these new
of avenues to enhance our market share ventures, with a sharp focus on optimising
and achieve greater success. operational efficiencies and capitalising on
This acquisition represents a strategic the expanded market presence, ensuring
alignment that bolsters SJS’ existing sustainable growth and enhanced
capabilities with new, innovative potential. shareholder value.
By integrating Exotech and WPI’s
capabilities, SJS is better positioned to
leverage cross-selling opportunities,
broaden its customer base, and penetrate SJS IS NOT JUST
new markets. This move also facilitates
introduction of cutting-edge products
PURSUING GROWTH;
and technologies, further solidifying SJS’ IT IS PROPELLING
role as a leader in its field. ITSELF INTO A FUTURE
WHERE ITS POTENTIAL
IS LIMITLESS AND
ACHIEVEMENTS
ARE UNPRECEDENTED.
CORPORATE OVERVIEW
SJS at a glance
SJS Enterprises holds a prominent position in the Indian decorative aesthetics industry.
Our expertise lies in providing comprehensive solutions from design conception to
product delivery.
With the ability to customise, design, develop, and manufacture a diverse range of products,
we cater to the leading automobile and consumer appliances and electrical companies
globally. Our manufacturing capabilities extend to include products for commercial
vehicles, medical devices, farm equipment, and the sanitaryware industry as well.
OUR SUBSIDIARY
VISION Our subsidiary, Exotech is engaged in manufacturing
chrome‑plated and painted injection moulded plastic parts
To increase the perceived and experienced value of for two-wheelers (2W), passenger vehicles (PV), consumer
objects and interfaces, through cutting-edge design and appliances, farm equipment, and sanitaryware industries. Its
printing technologies. products are sold in 60 locations across India.
MISSION
and developing high-value, functional decorative parts for
passenger vehicles and consumer electricals segments in India.
WPI is proficient in advanced IMD, IMF, and IML technologies,
To deliver desire. To play with colours, materials, textures, providing SJS with a significant technological edge.
and most of all, possibilities. To make things that are
visually exciting. Sensorially pleasing. Delightfully intuitive.
To be the best in the business of aesthetic and functional KEY CERTIFICATIONS
industrial graphic parts, using specialised design and
printing technologies. SJS
Exotech
WPI
4 Manufacturing facilities
1 Bengaluru (SJS), 2 Pune (Exotech & WPI),
1 Manesar, Gurugram (WPI)
8 Warehouses
SJS - Mysuru, Gurugram, Pune, Chennai,
Aurangabad, Rudrapur, Exotech - Hosur,
Nalagarh, (HP)
End markets
India, North America, Italy, Russia, Japan,
Thailand, Poland, South Africa, Columbia,
UAE, USA, Brazil, Mexico, Slovakia, Tunisia,
Vietnam, Turkey, Portugal, China, Sri Lanka,
Argentina and Malaysia
KEY FACTS
REVENUE BREAK-UP FY 2023-24
~7,000
6.0%
20.2% Two-Wheeler
SKUs
Passenger Vehicles
37.4%
Consumer Appliances
22 36.4%
Others
Countries exported to
169 Mn
Total parts supplied
180+
Customer locations
~2,300
Employees
14
Products offered across
seven end segments
20 years
Average length of
relationship with
10 largest customers
PRODUCT OFFERINGS
DOMES
Domes are typically used in two-wheelers and passenger vehicles and consumer appliances to showcase a
customer’s logo or brand with special embossing effects and can be featured in different colours and shapes.
ILLUMINATED LOGOS
Illuminated logos are designed to enhance brand
visibility and aesthetic appeal, particularly in low-
light conditions. These logos use technologies such
as LED backlighting to highlight company emblems
or product names, commonly found in consumer
electronics, automotive applications, and signage.
CHROME-PLATED AND
PAINTED PRODUCTS
Chrome-plated and painted products include
wheel covers, monograms, nameplates, rear
and front appliques, radiator grills, door
handles, bezels, bumper parts, etc.
AFTERMARKET – ‘TRANSFORM’
We offer a variety of aftermarket accessories
under our ‘Transform’ brand to enhance the
appearance of two-wheelers and passenger
vehicles, including vehicle body graphics, PU
dome logos and badges, 3D lux badges for
door edge protectors, chrome handles, and
bumper grills.
Dear Shareholders,
It is with great honour and privilege that I present to you our Annual Report for FY 2023-24.
The Indian economy remains resilient amidst global headwinds, demonstrating strength and a vision for
sustained growth. As the fifth-largest economy globally, the nation continues to maintain its position
as the world’s fastest-growing major economy. India’s Gross Domestic Product (GDP) grew by 8.2%
in FY 2023-24 as against 7.2% in FY 2022-23, driven by both private and government investments,
improved rural consumption, controlled inflation, stable interest rates, and proactive policy measures.
IN FY 2023-24, EXOTECH’S
EBITDA MARGINS INCREASED
TO 16.6%. FOLLOWING THIS
SEAMLESS INTEGRATION, SJS
ACQUIRED A 90.1% STAKE IN
WALTER PACK INDIA (WPI)
IN APRIL 2023 AND THE
TRANSACTION WAS COMPLETED
IN JULY 2023. A SUBSIDIARY
OF WALTER PACK SPAIN, WPI
SPECIALISES IN DESIGNING
AND DEVELOPING HIGH VALUE,
FUNCTIONAL DECORATIVE
PARTS FOR PASSENGER VEHICLES
AND CONSUMER ELECTRICALS
IN INDIA.
Dear Shareholders,
It has been another year of exceptional performance at SJS. In FY 2023-24, our automotive segment (two-
wheelers and passenger vehicles) achieved an impressive 38.3% YoY growth, exceeding the industry’s
combined production volume growth of 9.7% YoY. Our revenue from the two-wheeler segment increased
by 21.1% YoY, surpassing industry production volume growth of 10.3% YoY. The industry passenger
vehicle production volumes grew by 6.9% YoY, with our revenue up 62.0% YoY. Additionally, our consumer
business showcased a stellar growth of 89.9% YoY. Our exports grew by 51.1% YoY, led by a 49.3% and
47.2% increase in the automotive segment and consumer segment respectively.
I’m pleased to announce that we’ve achieved our FY 2023-24 ` 921.7 Mn, with a margin of 14.7%. Reported PAT including
guidance of 45% revenue growth and over 30% PAT growth, amortisation stood at ` 853.7 Mn.
excluding amortisation expenses. Our total revenue grew
Consistent delivery of robust margins has resulted in strong
by 45.0% YoY to ` 6,278.0 Mn, driven by both organic and
inorganic initiatives including new customer acquisitions, cash flow generation, with cash and cash equivalents
product development, increased market share, and a focus reaching ` 520.0 Mn. As of 31st March 2024, our ROCE and
on quality and delivery excellence. EBITDA stood at ` 1,599.0 ROE stood at a healthy rate of 20.4% and 15.2%, respectively.
Mn, reflecting growth of 36.9% YoY, with margins of 25.2%, For the first time since our IPO, the Board of Directors has
driven by higher sales and operational efficiencies. Profit recommended a final dividend of 20% on the face value
after Tax (PAT) excluding amortisation grew by 37.1% to for FY 2023-24.
Dear Shareholders,
It gives me immense pleasure to address you once again as we reflect on the remarkable journey of SJS
over the past year. It has been an exceptional year for us, marked by significant achievements that have
greatly propelled our growth trajectory.
I’m delighted to share that we’ve outperformed the Our exports grew by 51.1% YoY, reflecting the positive
industry benchmarks in FY 2023-24, showcasing our outcomes of our strategies amidst new business acquisitions
steadfast commitment to excellence and innovation. and improving market conditions, taking its contribution
Our success can be attributed to our diversified product to 7.7% of our total consolidated revenue. By deploying
portfolio and strong customer relationships. The sales representatives in key markets such as Turkey, Brazil,
marquee acquisition of WPI has also contributed to our Argentina, Colombia, and more recently South Korea, we
industry-leading growth. are actively pursuing opportunities to further expand our
global footprint. Our goal is to diversify our customer base
and build stronger relationships with overseas customers.
26.4
26.3 25.2
14.9 15.5
13.6
Note: 1) Adj. PAT excluding amortisation expenses on account of WPI acquisition for FY 2023-24 would have been
` 921.8 Mn, with a 14.7% margin
Note: The financial figures for FY 2021-22 and FY 2022-23 represent the combined performance of SJS and
Exotech. For FY 2023-24, the figures include the results of SJS, Exotech, and nine months of WPI.
Capitalising
on abundant
opportunities
The successful acquisition of WPI has unlocked
numerous opportunities for SJS. It has expanded
our presence in the passenger vehicles, consumer
appliances and electricals segments, reducing our
dependence on two-wheelers even further. This
acquisition not only brings substantial growth and
high-margin business at an attractive valuation but
also aligns with our strategic objectives by adding new
technology products, manufacturing capabilities and
customers, and enhancing management bandwidth.
Both Exotech and WPI acquisitions complement our
portfolio well, allowing for cross-selling opportunities
and bolstering our order book outlook. We believe
that Walter Pack India strategically strengthens SJS,
positioning us for long-term growth and profitability.
DEVELOPMENT OF INCREASING GLOBAL ENSURING A
NEW PRODUCTS PRESENCE AND WELL-BALANCED
AND TECHNOLOGIES CUSTOMER BASE PORTFOLIO
At SJS, innovation is at the heart of everything we do. We take pride in our ability to
anticipate market trends and introduce cutting-edge premium products and technologies,
allowing us to continually outperform and expand our addressable market significantly.
Through strategic diversification efforts, we have expanded our product portfolio to cater
to evolving consumer demands and technological advancements across segments.
We have evolved from the proof of concept to mass production of Optical Cover Lens with Light Management
material and multi graphics, introduced to various OEMs through instrument cluster manufacturers. The Optical
Cover Lens is an emerging trend in speedometers, offering a seamless design along with anti-glare and anti-
reflection properties, providing a premium look and enhanced user comfort. SJS is the first in India to offer this
solution on a mass scale.
We have successfully transitioned from proof of concept to commercialisation of the Illuminated Secret Tata Logo
Steering Wheel Logo using IML technology, a first-of-its-kind innovation in India. This achievement was made
possible through a unique process and formulation.
Specialty Printing “Rainbow Printing” - Introduced this technique, resulting in a 50% improvement in productivity,
as well as consistent and robust product quality.
Development and Launch of 3-Axis Cold-Formed Aluminium Badges for Triumph Vehicles - Traditionally, forming
printed Aluminium sheets involves 2-axis forming. In this unique project, SJS successfully achieved 3-axis cold
forming, setting a new standard in badge manufacturing.
As a preferred partner and supplier for prominent OEMs, SJS holds a significant share
of business in India and is strategically focussed on expanding its global footprint. Our
objective is to establish a widespread presence, broaden our growth opportunities, fortify
our order book, and cultivate stronger customer relationships worldwide.
92.6 92.3
FY 2022-23 FY 2023-24
(SJS Consolidated) (SJS Consolidated)
Addition of marquee customers like, Neolync, GDN Secured new orders from mega accounts including
Enterprises, and Foxconn Technologies, who supply to M&M, Tata Motors, Autoliv, Whirlpool, TVS, Honda
the telecom segment. Motorcycle and Scooters India, Royal Enfield, Ola,
Hyundai, Visteon, Continental, Bajaj Auto, and others.
A cquisition of new customers like Autoliv, Lear Continued wallet expansion with new business wins
Corporation, Minda Vast and Toyota Tsusho in the from key customers such as Stellantis, Foxconn, Maruti
automotive segment. Suzuki, John Deere, Geberit, Skoda, and others.
PRODUCTIVITY IMPROVEMENT INITIATIVES This milestone also extends our expertise to on‑premise
IoT Proof of Concept (PoC): As a manufacturing ERP infrastructure, encompassing deployment,
organisation, SJS relies heavily on production/process and management, ensuring complete control over
data, maximising machine uptime and optimal resource SJS’ ERP systems. In addition, it allows for seamless
management to deliver to our customers on‑time and customisation, rapid deployment of new features, and
as promised. swift turnaround times, empowering SJS with enhanced
control and flexibility in managing its ERP environment.
o fill these critical gaps, an Internet of Things (IoT) PoC
T
was planned and successfully showcased. This enabled ROBUST CYBERSECURITY FRAMEWORK
real-time monitoring of productivity and identification Prior to FY 2023-24, SJS relied on traditional security
and resolution of bottlenecks in production processes measures, which, while robust, did not fully address the
in real time. By analysing IoT data, future bottlenecks complex and evolving nature of cyber threats faced by
can be pre-emptively addressed, leading to smoother modern digital infrastructure.
operations and increased efficiency. With the
deployment of this PoC, these concepts were proven This year marked a strategic pivot in our approach to
and foundation was laid to build upon. cybersecurity with the implementation of a Security
Operations Centre (SOC) service. The SOC team is
Quality Vision Inspection, Proof of Concept (PoC): equipped with advanced tools and technologies that
In early 2023, the SJS IT team designed and allow for proactive monitoring and management of our
implemented an Automated Vision Inspection system network and systems 24/7. This includes – monitoring
for dials quality control to demonstrate the proof for unusual activity, identifying potential intrusions, and
of concept and enhance quality control processes. deploying countermeasures immediately to protect our
This implementation aimed to improve the speed data and operations.
and accuracy of defect detection. The results were
This also ensures that we meet industry compliance
promising, with the PoC achieving over 85% accuracy
standards and regulations, which is crucial for
in end of line defect inspection. This outcome has given
maintaining trust with our customers and partners as well
the team confidence to scale up the PoC and use it to
as avoiding potential legal and financial repercussions.
optimise resource costs and improve inspection agility.
IT Service Management
ENTERPRISE RESOURCE PLANNING (ERP) SJS has implemented IT Service Management compliant
2023 marked the end of support for the AX 2012 to the ITIL framework to offer unified service delivery on
product lifecycle. This triggered our migration initiative a single platform for enhanced employee productivity.
to Dynamics 365 Finance & Operations to take a small To make this offering more potent, the ITSM was
step toward Digital transformation and mitigate ERP layered with Incident management, Knowledge
obsolescence. Our successful migration from AX 2012 management and Change management. This initiative
to Dynamics 365 marks a significant milestone in our has helped synchronise business, development, and
journey towards this Digital Transformation. optimisations and fostered collaboration across all
cross-functional teams.
ESG
Framework
Environmental
S afeguarding of environment
including policies to address
climate change, biodiversity, and
energy and water efficiency
Social
S ocial
impact, communit y
relations, fair working conditions,
labour policies, and supporting
equality and diversity
Governance
E thical
and anti-corruption
practices, compliance,
transparency, and commitment
to shareholder and voter rights
Environmental
Contributing positively to
the environment
Sustainability and responsible practices are integral to every aspect of our business. We
prioritise investments in cutting-edge technologies and initiatives aimed at fostering
eco-friendliness, optimising natural resource utilisation, and enhancing energy
efficiency. Through these initiatives, we strive to create a lasting positive impact on
the environment.
KEY INITIATIVES
Energy conservation
We are increasing the utilisation of renewable energy
sources, particularly solar and wind power. Currently, 30%
of the total power requirement of our Bengaluru plant is
met by solar panels installed at the facility. Additionally,
we have invested in and contracted with third-party power
purchases that rely on renewable energy sources.
To further our commitment to sustainability, SJS, WPI, and
Exotech are making equity investments to procure 6 MW of
captive solar power in FY 2024-25. This initiative will help us
reduce carbon emissions and achieve cost savings.
The proposed expansion in Captive Solar Power are
as follows:
SJS: 3 MW
WPI: 1.25 MW
Exotech: 1.75 MW
Social
Customer Focus
Work-life Accountability/
Balance Result-oriented
OUR
Innovation
7 CORE Communication
VALUES
Agile/ Leadership
Adaptability
TRAINING AND DEVELOPMENT receive the necessary skills and knowledge to excel in
We understand the importance of attracting and retaining their roles.
top talent. Providing ample opportunities for learning and
development is a cornerstone of our approach to retaining Our transparent approach to training initiatives,
employees. By prioritising continuous learning and coupled with regular communication, fosters employee
growth, we ensure that our team members are equipped engagement and satisfaction. Additionally, training is
with the skills and knowledge to thrive in their roles and aligned with business objectives, leading to improved
contribute to our success. efficiency, customer satisfaction, and overall business
performance. Through continuous feedback and
Our training and development programme is assessment, we strive for continuous improvement and
comprehensive and tailored to meet the evolving needs aim to create a culture of learning and development. This
of our employees and business goals. We invest in both proactive approach not only enhances individual skills
technical and soft skills training to enhance employee but also contributes to team dynamics and organisational
capabilities and foster career growth. With a dedicated success, thereby strengthening our retention rates and
trainer and training facilities, we ensure that employees brand image.
21 employees attended
Purpose
Effective Leadership Programme offers a
multitude of benefits that can significantly
boost personal and professional growth.
Here are a few key advantages:
1. Personal Growth and Wellbeing
2. Development of Leadership Skills
3. Enhanced Communication
and Teamwork
4. Better Decision-Making
5. Adaptability and Strategic Thinking
6. Theoretical and Practical Learning
6
Students enrolled by SJS
Purpose Purpose
Developing leadership skills is a continuous process that The Leadership Development Programme for workers is
involves honing various competencies. Here are some a strategic approach to enhance the skills and capabilities
key skills for leadership skill development: of our workforce. Key features include:
1. Communication Skill 1. Assess Organisational Needs
2. Interpersonal Skill 2. Define Clear Goals
3. Problem-Solving Skill 3. Identify Leadership Competencies
4. Decision-Making Skill 4. Foster a Culture of Continuous Learning
5. Strategic Thinking Skill 5. Ensure the Work Involvement
6. Time Management Skill 6. Collect Feedback and Evaluate
7. Change Management Skill
8. Conflict Management Skill
TRAINING DETAILS…
913 1,943 770 400 890 248 900 1,964 690 400 997 468
Staff Workers
12 12.5
productivity and business functioning.
% of women % of female
workforce managers
Health & Safety Committee Our ISO 45001 certification underscores our dedication
Annual convening of company-wide Health and Safety to occupational health and safety, with ongoing efforts
Committee which includes a Safety and Health Officer, to enhance these systems based on employee feedback.
plant general managers, and elected members
Reviews safety initiatives, performance, and sets targets STOP 6+2 Accident Prevention Safety Training
for upcoming year Programme
Information sharing and improvement discussions at
various levels to achieve health and safety objectives
C e r tif ic ate
for “Gr eat Mr.
K A Joseph received the SJS
became the first printing
Workplace” in the category Lifetime Achievement Award company in India to be
of “Mid-Sized Organisations” from the Screen Printing awarded Quality System
from Great Place to Association of India and the Certification for the new
Work Institute ®, India for Federation of European Screen technology of ‘Optical Cover
4th consecutive year Printers Associations Glass’
WOMEN
EMPOWERMENT EDUCATION
SJS has partnered with Varchass National Seva Trust, a non- We distributed a comprehensive array of educational
profit organisation dedicated to the support and upliftment resources across several government schools, including
of society through education, culture, literature, and social 111 school bags, 14 tables, 210 chairs, as well as multiple
initiatives. Our collaboration aims to make a meaningful projectors and computers. These resources were provided
impact in the following ways: to schools in Kere Chudaballi, Varahasandra, Somanahalli,
and Vanivilas. These efforts highlight our commitment
Providing support to 200 underprivileged women to fostering an enriching and supportive learning
through vocational training programmes such as tailoring, environment for students in these communities.
driving, hand embroidery, computer training, and
beautician courses. Supported the Kumarappa Institute of Gram Swaraj in
distributing free education, books, uniform, stationery
Improving a woman’s standard of living by enhancing their kit, training to teachers as well as reading and writing
skill sets and fostering entrepreneurship, enabling them materials up to 100 children of migrant labourers.
to achieve financial independence.
Constructed a new building at Varahasandra government
school including two classrooms with a seating capacity
of 50 children each, an RO unit for clean drinking water,
and two restrooms.
A borewell was installed at the Vani Vilas Institute,
government women’s college to meet the water needs of
700 female students.
HEALTHCARE
Conducted comprehensive health check-ups and free doctor
consultations for up to 900 underprivileged villagers:
Offered full body health examinations for up to
900 villagers in need.
Provided access to free medical consultations with
qualified doctors for all participants.
COMMUNITY
DEVELOPMENT SPORTS
Extended coverage of the Swachh Bharat initiative for Sponsorship of para-athlete Mr. Mani Kundan for
garbage cleaning to 14 surrounding villages, ensuring participating in international competitions and winning
a hygienic environment for our communities. medals for India. He won a bronze medal at the IFSC Para
Climbing World Championship held in Switzerland, in
Implemented a comprehensive system for everyday
August 2023.
garbage collection from homes, including segregation
and disposal. This initiative involves the deployment
of five vehicles accompanied by workers, dedicated to
the appointment-based garbage collection service.
Let’s Feed the Needy - The objective is to provide
home-cooked food to people in need at various
places like railway stations, bus stands, roads, beaches,
children & elderly people at orphan centres and old
age homes. So far, our initiatives have impacted
up to 150 lives.
12,000
Lives improved through
garbage cleaning initiative
Mr. K.A. Joseph is the Managing Director of our Company. He holds a bachelor’s degree in
science from the Bangalore University and a postgraduate diploma in business administration
from the St. Joseph’s College of Business Administration, Bangalore. He is one of the Promoters
and co-founders of our Company. He has more than 36 years of experience in the aesthetics
printing business. He leads the plant and manufacturing operations for our Company and has
spearheaded our Company’s technological and product innovation over the years. He has also
helped design the new manufacturing facility into which our Company shifted its operations
in 2018. He is also a director on the board of Exotech Plastics Private Limited and Walter Pack
MR. K A JOSEPH
Automotive Products India Private Limited. Mr. Joseph was honoured with the SPAI FESPA1
Managing Director - - Lifetime Achievement Award, sponsored by Fujifilm Sericol India, in 2023 for his visionary
Promoter & Co-Founder leadership and significant contributions to the industry.
Mr. Sanjay Thapar is the CEO and Executive Director of our Company. He holds a first class
(with distinction) bachelor’s degree in science (mechanical engineering) from the Delhi College
of Engineering, University of Delhi. He has over 40 years of experience in the automotive
industry. He started his career with Tata Engineering and Locomotive Company Limited (now
known as Tata Motors Limited). He was previously the president of Minda HUF Limited, the
managing director of Minda Valeo Security Systems and the group chief strategy officer with
the Ashok Minda Group. He leads the strategy, M&A, business development and finance
functions for our Company and has played an instrumental role in the acquisitions of Exotech
& Walterpack, formulating our sales strategy, building our customer base, deepening our
MR. SANJAY THAPAR customer relationships and developing new product offerings. He has led, and has shaped, our
Company’s product strategy and international business expansion in recent years. He is also a
CEO & Executive Director director on the board of Exotech Plastics Private Limited and Walter Pack Automotive Products.
Mr. Kevin K. Joseph is the Executive Director of our Company. He holds a bachelor’s degree
in mechanical engineering from the Visvesvaraya Technological University, Belgaum. Started
his career as a design engineer at Tata Elxsi in the passenger vehicles segment which shows his
technical expertise and familiarity with automotive design and engineering processes. At SJS, he
is driving manufacturing excellence and product innovation ensuring that the company remains
competitive and stays at the forefront of its industry. He is also overseeing the day-to-day
MR. KEVIN K JOSEPH operations of the company, which involve managing teams, coordinating different departments,
Executive Director and ensuring that the company runs efficiently on a daily basis.
Mr. Matthias Frenzel is the Independent Director of our Company. He holds a diploma
engineering (FH) in mechanical engineering – material technology from the Technical College,
Berlin, and a master’s degree in business administration from the Düsseldorf Business School
GmbH. He has previously worked as the Director (mechanics, electromechanics procurement
supplier quality) with Visteon Electronics Germany GmbH, S-Y Systems Technologies Europe
GmbH, and Johnson Controls GmbH.
MR. MATTHIAS FRENZEL
Independent Director
Mr. Roy Mathew is the Whole-Time Director at Walter Pack Automotive Products India
Private Limited (Walter Pack India). He holds an engineering degree specialising in plastic
tools engineering from Kerala Govt Polytechnic, Calicut. In 2006, he founded Walter Pack India
in partnership with Walter Pack Spain, leveraging his extensive expertise in various plastic
technologies, including In-Mould Decoration (IMD), In-Mould Forming (IMF), injection moulding
and lighting, to establish the company. Before founding Walter Pack India, he gained significant
experience working with leading industry companies such as Lumax Industries Ltd. and Tek
Electromechanicals Pvt. Ltd. Roy has over 25 years of experience in the field.
MR. ROY MATHEW
Whole-Time Director
Mr. Anil Narayan Sondur is the Independent Director of Walter Pack Automotive Products
India Private Limited. He holds a Bachelor of Science degree in Physics from Pune University,
has completed the Harvard Executive Management Program from Harvard Business School
Executive Education, and holds a Global Strategy Certification from Stanford – National
University of Singapore. He previously served as Executive Vice President at Tata Elxsi Ltd for
more than two decades, Senior Manager at Rolta India Ltd, and Senior Marketing Executive
MR. ANIL NARAYAN at Nelco. He possesses immense expertise in business strategy, new business development/
SONDUR expansion, and product design & strategy, with over 40 years of experience in the field.
Independent Director
Management Team
MR. K A JOSEPH
Managing Director - MR. SANJAY THAPAR
Promoter & Co-Founder CEO & Executive Director
Mr. Mahendra Kumar Naredi is the Chief Financial Officer of our Company. He holds a
bachelor’s degree in commerce (honors) & law from Rajasthan University. He is a qualified
Chartered Accountant from the Institute of Chartered Accountants of India and a qualified
Company Secretary from the Institute of Company Secretaries of India. With over two decades
of experience, Mr. Naredi is skilled in financial management, key accounting, financial analysis,
planning and forecasting, fundraising, mergers and acquisitions, taxation, corporate secretarial
duties, legal compliance, and strategic planning He has held various positions at notable
companies, including GE India, Wipro, and The Spark Minda Group, where he spent 17 years.
MR. MAHENDRA His roles at The Spark Minda Group included CFO for European companies, CFO and Company
KUMAR NAREDI Secretary for Minda Vast Access Systems Private Limited, and AVP of Corporate Finance at Minda
Corporation Ltd (IN). Mr. Naredi joined our company in August 2022.
Chief Financial Officer
Mr. Sadashiva Baligar is the Chief Operation Officer of our Company. He holds a bachelor’s
degree in engineering (mechanical) from University of Mysore. He served as Vice President
Operations at Toyota Kirloskar Auto Parts Ltd for 8 years prior to joining SJS. He has undergone
Global Leadership Development Program at Toyota Institute at Japan during his tenure with
Toyota Motors Corporation. He has worked as Vice President Operations with Motherson
Automotive Technologies and Engineering Limited, a division of Motherson Sumi Systems
Limited. He has served Malaysian Public Conglomerate DRB-HICOM for 10 years. Managing
car assembly lines at Automotive Manufacturers (Malaysia) SDN BHD. He has headed Green
Field project as COO of Hicom Automotive at Thailand. He was the state convenor of ACMA
MR. SADASHIVA BALIGAR
Automotive Component Manufacturers Association of India – Karnataka State and Hosur region
Chief Operation Officer in Fiscal 2020. He was also a head of Manufacturing panel of CII – Karnataka Chapter 2018/19.
He joined our company in April 2021.
Mr. R. Raju is the Chief Marketing Officer of our Company. He holds a diploma in mechanical
engineering from the Thiagarajar Polytechnic, Salem, a diploma in production management
from Annamalai University, Tamil Nadu, a post graduate diploma in marketing management
and a master’s degree in business administration (marketing management) from the Indira
Gandhi National Open University. He has over 26 years of experience in the field of marketing,
business development and sales across various industries including automotive, appliances,
and engineering, he has previously worked with notable companies such as ITW India Limited,
Sundaram Auto Components Limited (A TVS Group company) and Minda Group both overseas
MR. R. RAJU & India associated with Minda Asean at Indonesia & Minda SAI Limited. He joined our company
Chief Marketing Officer in April 2020.
Mr. Mandeep Singh is the Chief Information Officer of our company. He holds a bachelor’s
degree in Computer Engineering from Kuvempu University, Karnataka. Mr. Singh has a strong
background in IT infrastructure, ERP implementations, data migration, right-fit technology
application, Agile project management, M&A integration, and software development spanning
25 years. He was the founder and CEO of Nanatom Technologies and has previously worked
for SJS. Prior to that he worked as a CTO at Spurthi Meditech, and an ERP Solution architect at
IndSwift Labs Limited. He joined our company in September 2021.
MR. MANDEEP SINGH
Chief Information Officer
Annual Report 2023-24 l 45
Management Discussion and Analysis
ECONOMIC OVERVIEW outlook of the EU. The escalation of geopolitical conflict in
Global Economy the Middle East and the Red Sea route could elevate logistics
The global economy exhibited remarkable resilience in costs, energy and commodity prices, raise the risks of supply
2023. According to the International Monetary Fund (IMF), disruptions and pose downside risks to the global economy.
the global economy achieved a modest growth rate of 3.2% However, with faster disinflation and steady growth, the
in 2023. Factors such as escalating geopolitical conflicts, possibility of a severe economic downturn has diminished.
volatility in energy and food markets, higher interest rates and The global economy is expected to sustain its resilience in
a slow recovery in China have contributed to the moderation 2024. The IMF forecasts a global growth of 3.2% for both 2024
in global economic growth. and 2025. The Asia-Pacific (APAC) region is expected to be the
fastest-growing region in the world economy in 2024, driven
Global inflation continues to recede faster than expected. It by robust domestic demand in East Asia and India.
declined from 8.7% in 2022 to 6.8% in 2023 and is anticipated
to further decline to 5.9% in 2024. While headline inflation (Source: IMF World Economic Outlook April 2024, EIA, S&P
has sustained a decline from its unprecedented peaks, core Global)
inflation has proven to be sticky. Global trade growth was
nearly stagnant in 2023 due to elevated inflation and a Indian Economy
sluggish pace in global industrial production. Global markets Amid the volatile global economic environment, India
adapted to new trade dynamics, as Russia’s crude oil sought continues to shine as a beacon of hope. It is the fifth-largest
destinations beyond the EU, and the global demand for crude economy in the world and is poised to retain its position as
oil fell below anticipated levels. The price of Brent crude oil the world’s fastest-growing major economy. According to the
averaged USD 83 per barrel in 2023, down from USD 101 per provisional estimates of gross domestic product (GDP) growth
barrel in 2022. released by the National Statistical Office (NSO), India’s real
GDP is estimated to grow by 8.2% in FY 2023-24, compared
Economic growth in several emerging markets and developing to 7.0% in FY 2022-23. The overall economic growth was
economies (EMDEs) has exceeded expectations in 2023. The supported by buoyant domestic demand, moderate inflation,
US economy has experienced the strongest recovery among a stable interest rate environment, and strong investment
major economies. Its GDP increased from 1.9% in 2022 to activity. Despite repetitive food price shocks, headline
2.5% in 2023. The European Union (EU) has demonstrated inflation is on a downward trajectory and softened to 5.4% in
resilience in navigating through unprecedented shocks from FY 2023-24 from 6.7% in the previous year. The RBI keeps the
the prolonged Russia-Ukraine war and higher interest rates. policy repo rate unchanged at 6.50% and remains vigilant to
Although its GDP growth contracted from 3.6% in 2022 to take effective measures to achieve the target of 4% inflation.
0.4% in 2023, the EU managed to avoid the recession in 2023. Furthermore, the Index of Industrial Production (IIP) recorded
a growth rate of 5.8% in FY 2023-24, marking an increase from
Global Economic Growth (%) 5.2% in the previous year. The Mining sector recorded the
highest growth at 7.5%, followed by Electricity at 7.1%, and
Manufacturing at 5.5% in FY 2023-24.
Particulars 2023 2024 (P) 2025 (P)
Global Economy 3.2 3.2 3.2 According to the IMF, the Indian economy is expected to
Advanced Economies (AEs) 1.6 1.7 1.8 advance steadily at 6.8% in FY 2024-25 and 6.5% in FY 2025-
Emerging Markets and 4.3 4.2 4.2
26. Both private and government investments are expected
Developing Economies (EMDEs) to be the primary driver of economic growth in 2024, backed
by improving prospects of rural consumption with easing
(P- Projections)
of inflation, increased spending in an election year and the
(Source: International Monetary Fund) government’s proactive policy measures.
The economic outlook for 2024 will be impacted by higher The Indian economy faces potential risks stemming from
interest rates, carrying the risk of a resurgence in inflation headwinds from geopolitical tensions, volatility in global
due to persistent core inflation and shifts in the anticipated financial markets, and geoeconomic fragmentation. However,
monetary stance. Furthermore, the ongoing Russia-Ukraine it is well-positioned to navigate forthcoming uncertainties.
conflict has the potential to dampen the overall economic Its advantageous geopolitical position will help it capitalise
on supply chain diversification and reshoring, increase its consumer sentiment, a positive marriage and festive season,
global competitiveness and boost exports. The Interim new model launches and a shift towards premium options.
Budget 2024-25 reflects the government’s continued focus
on infrastructure development, economic stability, sector- The strong performance of the two-wheeler segment is
specific developments, environmental sustainability and expected to continue, driven by continued strength in
strategic global positioning. It sets the foundation for the the rural market, the government’s focus on sustainable
vision of a ‘Viksit Bharat’ (Developed India) by 2047. mobility and the growth of EV infrastructure. This segment
is also expected to benefit from the government’s continued
(Source: Ministry of Statistics & Programme Implementation, support for the rural economy and emphasis on the growth
Reserve Bank of India, Ministry of Finance, IMF World of the agriculture sector in the Interim Budget, aiming to
Economic Outlook April 2024) elevate farmers’ income, which will stimulate rural demand
and increase sales of two-wheelers in rural areas. However,
INDUSTRY OVERVIEW high food inflation and higher vehicle and fuel costs may pose
Indian Decorative Aesthetics Industry a threat to the growth of the two-wheeler sector.
The Indian decorative aesthetics industry caters to leading
auto OEMs, global independent tier-I automotive component Positive trends in the two-wheeler market such as improved
manufacturers, and consumer appliance companies. The vehicle availability due to adjustments post-OBD 2 norm
two-wheeler segment constitutes the majority of the implementation, new model launches, a shift towards
industry share. premium options and enticing offers indicate a promising
growth trajectory for the two-wheeler sector. Furthermore,
The decorative aesthetics industry engages in the the increased adoption of electric vehicles highlights evolving
manufacturing of visually appealing products for the consumer preferences within this segment. Electric two-
automotive and consumer appliances sectors. Manufacturers wheeler sales reached 944,126 units in FY 2023-24 as against
of discretionary consumption items strive to add value and 728,054 units in FY 2022-23, indicating a YoY growth of 30%.
aesthetic excellence to their offerings, aiming to improve
their market shares. The integration of aesthetic appeal and Indian Passenger Vehicles Sector
functionality is paramount in product design, ensuring both The passenger vehicle (PV) segment witnessed a surge in
visual allure and practical utility are seamlessly combined to domestic sales in FY 2023-24. According to the Society of
meet consumer needs. Furthermore, most aesthetic items Indian Automobile Manufacturers (SIAM), the passenger
have lower logistics costs compared to other automotive vehicle segment recorded the highest-ever sales to date in
parts, primarily due to their compact nature and lightweight. FY 2023-24, reaching 4.21 Mn units compared to 3.89 Mn
units in FY 2022-23, registering a YoY growth of 8%. In the
According to CRISIL, the Indian decorative aesthetics industry PV category, SUVs in particular saw strong demand, with
is expected to grow at a CAGR of ~20% and reach ` 49.2 extended waiting periods for key models.
billion by FY 2025-26. This growth is fuelled by an expansion
in the underlying application segments and a rising demand The strong performance of the PV segment was fuelled by
for premium aesthetic products. The demand for decorative positive consumer sentiments, new model launches and
aesthetics is increasing as OEMs have started to take product product upgrades from OEMs, greater availability, effective
aesthetics into account during the brand-building process. marketing, enticing offers and schemes, wedding season and
Moreover, the increasing sales of passenger cars and two- recovery in the rural market. There is a consistent rise in EV
wheelers are expected to contribute to the expansion of the adoption in India. Electric 4-wheeler sales reached 90,432
Indian decorative aesthetics market in the coming years. units in FY 2023-24, compared to 47,499 units in the previous
fiscal year, indicating a robust YoY growth of 90%.
Indian Two-Wheelers Sector
The two-wheeler (2W) segment recorded robust growth Implementation of various government schemes for the
in FY 2023-24, with total domestic sales reaching 17.97 Mn automobile sector is showing good results. The automotive
units as against 15.86 Mn units in the previous fiscal year. The industry is optimistic that the growth momentum will
growth of the two-wheeler segment is attributed to strong continue in 2024. However, high inventory levels, now in the
rural demand, supported by a good harvest and strong 50-55-day range, is a serious concern for auto dealers. This
BUSINESS OVERVIEW
Rising adoption of electric vehicles: The SJS is a leading player in the Indian decorative aesthetics
increasing adoption of EVs in India is expected to industry. The Company offers an extensive array of products
benefit the decorative aesthetic industry, leading to across traditional and premium segments. It supplies
higher realisations due to the propensity for high- decorative aesthetic products to a diverse clientele, including
value aesthetic component incorporation in EVs automobile, consumer appliances, medical devices, farm
compared to internal combustion vehicles. The rapid equipment, and sanitary ware manufacturers, both in India
growth of the Electric 2-wheeler segment provides and overseas.
players in the decorative aesthetic industry with an
opportunity to innovate and introduce advanced SJS is a ‘design-to-delivery’ decorative aesthetics solutions
technologies specific to this market. provider, specialising in designing, developing, and
manufacturing a comprehensive range of products including
decals and body graphics, 2D and 3D appliques and dials,
3D lux badges, domes, overlays, aluminium badges, in-mould
Favourable government policies: The government’s label or decoration parts (IML/IMD), lens mask assemblies,
push for EV adoption and clean mobility, rationalising optical plastics/cover glass, and chrome-plated parts and
the GST tax structure on EV charging and batteries, a range of aftermarket accessories for two-wheelers and
along with the reinforcement of existing EV policies passenger vehicles under the brand name ‘Transform’. It
and the introduction of new ones, will be pivotal also offers premium IML/IMD parts post Walter Pack India
in fostering the growth of electric mobility in India. acquisition. The Company differentiates itself through its
To provide additional momentum to EV adoption, diverse product offerings and new technology products,
the outlay of FAME India scheme Phase II has been robust product design and development capabilities,
increased from ` 10,000 Crs to ` 11,500 Crs, out skilled workforce, and established customer relationships.
of which ` 5,311 Crs is earmarked for subsidies for Additionally, the Company is distinguished by its broad client
e-2W and ` 750 Crs is allocated for e-4W. Subsidies base and its capability to produce and deliver a substantial
under the scheme will be eligible for EVs sold till number of SKUs and parts in a timely manner, supported by
31st March 2024, or until funds are exhausted, its diverse array of products and technologies. Moreover,
whichever occurs earlier. In the Interim Budget of
the Company prides itself on its longstanding customer
2024-25, the government’s emphasis on expanding
relationships as a testament to its commitment to excellence.
and strengthening the EV ecosystem by supporting
~7,000
manufacturing and charging infrastructure is
expected to further boost the growth momentum of
the EV sector. Moreover, the PLI scheme and ‘Make
SKUs
in India’ initiative will continue to encourage Indian
companies to manufacture goods for both domestic
consumption and export markets.
169 Mn
Total parts supplied
Key Strengths to the Company’s success. Its distinctive R&D and design
Extensive portfolio capabilities enable the production of cutting-edge premium
The Company offers a vast product portfolio including a wide products that align with evolving customer requirements. The
range of traditional and premium aesthetic products, as well Company boasts a committed in-house team comprising over
as aftermarket accessories, catering to a broad spectrum of 110+ New Product Development (NPD) personnel. This team
end segments such as two-wheelers, passenger vehicles, has developed 5-6 new product categories in the past 6-7
commercial vehicles, consumer durables, farm equipment, years, contributing to 25.2% of the Company’s consolidated
medical devices, and sanitary ware. The Company’s revenues in FY 2023-24 (including acquired products)
commitment to continuous innovation and product compared to 2-3% in FY 2018-19.
development empowers it to stay abreast of evolving trends
and enhance the overall customer product experience. Long-term customer relationships
The Company’s strong capabilities, commitment to quality
Manufacturing and logistics capabilities performance, competitive pricing, and timely delivery,
SJS’ manufacturing infrastructure comprises four facilities, coupled with a focus on premiumisation and customer
situated 1 in Bengaluru, 2 in Pune and 1 in Manesar. The specifications, have positioned it as a preferred partner for
Company’s manufacturing infrastructure empowers it to globally renowned and esteemed brands. The Company has
manufacture high-precision, aesthetic quality products cultivated robust relationships with all its customers, evident
of new technology in the market, thereby enhancing its in the long-standing partnerships with its 10 largest revenue
competitive standing. SJS demonstrates the scale and contributors for ~20 years. SJS is committed to expanding
capability to handle 7,000+ SKUs and supplied over its customer base by attracting new clients and optimising
169 Mn parts to 180+ customer locations across 22 countries growth opportunities.
during the fiscal year 2024, an achievement in an industry
that few can rival globally. Its manufacturing facilities adhere Superior quality
to global regulatory, quality, and manufacturing standards. Quality plays a crucial role in the Company’s business,
The Bengaluru facility is ISO 9001:2015, ISO 14001:2015, ISO considering the visual and aesthetic characteristics of its
45001:2018, IATF 16949:2016, and LEED (Leadership in Energy products. SJS has a dedicated team of 450+ personnel in
and Environment Design) Gold certified and the Pune facility quality assurance and quality control across all 4 facilities,
is ISO and IATF certified. During the year, SJS became the diligently overseeing every aspect of production, from the
first printing company in India to be awarded Quality system quality of raw materials to manufacturing processes and the
certification of IATF for the new technology of Optical Cover final products. Additionally, the Bengaluru facility adheres to
Glass by TUV Rheinland. The Bangalore facility is fungible; it ISO class 7 dust-free clean room specifications, ensuring the
has flexible operations, Lean Manufacturing Fundamentals production of high-precision items that meet cosmetic quality
with Value stream mapping, allowing it to de-risk the business standards. The products tailored for the automotive industry
model. Furthermore, SJS has achieved ISO 50001 certification adhere to compliance standards such as the restriction of
for implementing Energy management systems (EnMS). certain hazardous substances (RoHS) and International
Material Data System (IMDS) guidelines. Furthermore,
Furthermore, the Company maintains long-standing Exotech’s products have earned certification from the National
relationships with its suppliers and equipment vendors, Accreditation Board for Testing and Calibration Laboratories.
ensuring a constant and uninterrupted supply of raw
materials. The lightweight and transport-friendly nature of Robust financial position
its products enables SJS to efficiently fulfil the complex and The Company maintains a strong and de-leveraged balance
timely delivery requirements of its customers. This is achieved sheet with total equity of ` 5,505.4 Mn and gross borrowings
through a flexible manufacturing and delivery system. (current and non-current) of ` 683.4 Mn. As on 31st March
2024, the Company’s cash and cash equivalents stood strong
Product innovation at ` 520.0 Mn.
The Company continuously strives to push the limits of
design and technology, aiming to provide its clients with Financial Performance
innovative and improved solutions on par with global trends. For the first time since its IPO, the Company declared a final
Innovation and new product development are fundamental dividend of 20% of the Face Value in FY 2023-24. The Company
achieved its FY 2023-24 guidance with 45% YoY revenue • Continued expanding business and growing mega
growth and 30% YoY PAT growth (excluding amortisation). accounts by winning new orders from Tata Motors, TVS
Motors, Bajaj Auto, Honda Motorcycle and Scooters
During FY 2023-24, consolidated revenue stood at ` 6,278.0 India, Royal Enfield, Mahindra & Mahindra, Maruti Suzuki,
Mn compared to ` 4,330.5 Mn recorded in fiscal 2023, Whirlpool, Skoda, Autoliv, Continental, Hyundai, Visteon,
registering a growth of 45.0%. Of the total revenue, 2Ws Geberit, Foxconn, Stellantis and Ola among others.
segment accounted for a share of 37.4% (44.8% in fiscal 2023),
followed by the PV segment at 36.4% (32.5% in fiscal 2023) • SJS became the first printing company in India to be
and the consumer segment at 20.2% (15.4% in fiscal 2023). awarded Quality System certification for new technology
Revenue from exports stood at ` 483.0 Mn in fiscal 2024 as of ‘Optical Cover Glass’.
against ` 319.6 Mn in fiscal 2023, registering a strong growth
of 51.1% YoY. • SJS expanded its global presence with its entry into
the South Korean market, reinforcing its position in key
EBITDA of the Company stood at ` 1,599.1 Mn in fiscal 2024 as global markets. Moreover, it bolstered its international
against ` 1,167.8 Mn in fiscal 2023, recording a healthy margin outreach by appointing a dedicated sales representative
of 25.2%. Profit after Tax (PAT) stood at ` 853.7 Mn in fiscal in South Korea, showcasing its commitment to
2024, on a margin of 13.6%. international growth.
Key Financial Ratios Standalone Operation as per SEBI Listing RISK MANAGEMENT
Obligations and Disclosure Requirements (Amendment) • Macro-economic Risk
Regulations, 2018 The Company is exposed to potential challenges and
uncertainties arising from geopolitical issues including
global economic slowdown, higher inflation and
Particulars Fiscal 2024 Consolidated
supply chain disruption, among others. These factors
Debtors Turnover 2.48
may dampen customer demand, impact the end-user
Interest Coverage Ratio 14 industries, restrict the export market and pose risks to
Current Ratio 2.03 the Company’s growth.
Debt Equity Ratio 0.08
EBITDA Margin (%) 25.2% Mitigation
Net Profit Margin (%) 13.6% The Company consistently strives to generate sales from
Return on Net Worth (RoNW) (%) 15.2% diverse customers and geographies to mitigate risks
Return on Capital Employed (ROCE) 20.4% associated with unfavourable macroeconomic events
in any specific geography. Additionally, the domestic
OPERATIONAL HIGHLIGHTS FY 2023-24 market will continue to provide sizeable business
• SJS acquired of 90.1% stake in Walter Pack Automotive opportunities for the Company.
Products India Private Limited (WPI) in July 2023 for a
consideration of ` 2,393 Mn. WPI is one of the leading • Competition Risk
companies in India with capabilities in advanced IMD, The Company faces intense competition from both
IMF, IML and IME technologies, offering a strong organised as well as unorganised players in the industry.
technological advantage. The inability to deliver innovative and high-quality
products may lead to a decline in its market share
• New customer addition: and profitability.
at competitive prices. It also has arrangements with acquisition of WPI technology, it is expected to substantially
alternative suppliers to address the risks associated with further expand the Total Addressable Market (TAM) for SJS
sudden price fluctuations. The Company can occasionally and present the Company as one of the mainstream suppliers
pass on the rise in raw material costs to customers for for the PV segment.
certain product categories with a slight time delay.
However, both SJS and WPI products typically maintain Furthermore, the Company continues to focus on the
healthy margins, enabling the Company to absorb expansion of its product portfolio by developing new
minor increases in input costs without significant impact innovative products and embracing new technologies
on profitability. through organic and inorganic routes to cater to the diverse
and evolving requirements of customers. It also aims to
• Talent Risk increase chrome-plating and IMD/IML capacity to meet the
The unavailability of a skilled workforce or the inability high demand.
to retain key talent may impact the operations of
the Company. In FY 2024-25, the Company is poised to execute its
current order book, which already covers over 85% of the
Mitigation forecasted revenue for the fiscal year, indicating a robust
The Company has a strong HR policy designed to attract pipeline of business activities. SJS remains committed to
and retain the best talent in the industry. Regular skill maintaining a resilient margin profile in FY 2024-25, striking
development, training and employee engagement a balance between higher revenue growth and preserving
programmes are conducted to enhance employee profitability margins.
morale and productivity. The Company also maintains
an attractive ESOP policy to incentivise high-performing GROWTH STRATEGY
employees and encourage their longer-term retention. 1. Outperform the underlying industry growth by
over 1.5x for FY 2024-26, maintain best-in-class
OUTLOOK margins
The Company is well-positioned to capitalise on the growth • Expanding global footprint through exports
opportunities in India and the international market. It maintains The Company places emphasis on expanding its global
a positive outlook and expects to maintain its robust margins. presence by strengthening its position in current
It looks forward to delivering strong revenue growth driven markets and entering new geographical markets. It
by favourable outlook for two-wheelers, passenger vehicles consistently endeavours to explore new territories,
and consumer appliances. With moderation in inflation leveraging its robust customer relationships. It has a
and gradual improvement in export markets, SJS remains strong focus on expanding its presence in ASEAN and
optimistic about expanding its customer base, securing new North America regions. SJS is strengthening its sales
orders from existing customers and enhancing profitability. force in the international markets of Turkey, Brazil,
Argentina, Columbia and South Korea and exploring
SJS anticipates surpassing the underlying industry growth similar opportunities in other countries.
by over 1.5 times in FY 2024-25. This optimistic outlook is
bolstered by increasing demand for premium aesthetic • Developing new technologies and advanced
products and the Company’s strategic initiatives such as products
premiumisation, creating mega OEM accounts, new product Leveraging its robust design and technological
development, penetrating deeper with its existing customer capabilities, SJS is dedicated to developing new-age,
base, expanding its global presence to boost exports, and premium products and technologies and introducing
the acquisition of WPI, all contributing to higher sales growth innovative products including Optical cover glass,
compared to industry norms. The recent acquisition of WPI Illuminated logos, printed electronics, In-Moulded
provides long-term growth prospects, opportunities for Electronic (IME) parts and other cutting-edge
cross-selling, and an expansion of the customer base across technologies. This strategic focus aims to expand the
diverse business segments. The Company expects WPI Company’s market reach. Furthermore, the acquisition
acquisition to be EPS accretive in the coming years. Exotech of WPI plays a pivotal role in reinforcing SJS’ IML
acquisition enabled market expansion for SJS and with the capabilities and incorporating IMD technology and
2k injection moulding capability. WPI is one of the overall business performance. Within three years of the
only players in India to have incorporated 2K injection acquisition, it resulted in 2.3x growth in revenues and
moulding technology. This move is expected to create margin improvement of ~440+ bps from FY 2020-21
new business opportunities, as it may also enable SJS to to FY 2023-24. In the current year FY 2023-24, Exotech’s
offer innovative lighting solutions for vehicle interiors margin grew to 16.6%.
and IME solutions for the next generation of vehicles. The
incorporation of these futuristic technology products After the seamless integration of the Exotech business,
contributes to fortifying the Company’s positioning as SJS proceeded to acquire a 90.1% stake in Walter Pack
a one-stop aesthetic solutions provider and enhances Automotive Products India Private Limited (WPI) in
the overall value of its product offerings across various July 2023. WPI, a subsidiary of Walter Pack Spain, holds
industries and strengthens its position in the market. a prominent position in designing and developing
high-value, functional decorative parts in India. WPI
• Growing mega accounts with key customers predominantly caters to the passenger vehicle and
The Company’s strategy involves fortifying ties with consumer electrical segments, which will further diversify
existing customers and expanding the customer base SJS’ revenue streams and establish it as a leading supplier
by augmenting its product range and promoting existing to the automotive and consumer segments in Asia as
products to new customers. It is also actively exploring well as globally. With the acquisition of WPI, SJS has
cross-selling opportunities between SJS and Exotech. With effectively broadened its business horizons, minimising
the acquisition of WPI, SJS is well-positioned to capture risks associated with concentrated segments, customer
massive cross-selling opportunities due to an expanded bases, and product assortments. Prior to the Exotech and
product portfolio and increased customer base between WPI acquisition, SJS heavily relied on the 2W segment,
the three companies - SJS, Exotech, and WPI. constituting ~70% of total revenue in FY 2018-19, with
the PV segment contributing only ~10%. However,
• Augmenting capacity post-acquisitions, SJS has achieved a well-balanced
SJS intends to enhance its chrome plating capacity portfolio, with contributions from various segments:
through debottlenecking and partnerships with external 2W 37.4%, PV 36.4%, and consumer and others 26.2%
chrome plating manufacturers to meet the higher for FY 2023-24. This shift not only aligns with global
demand pipeline in the near term. Expanding presence market dynamics, where the PV sector holds greater
in chrome plating enables building direct relations with prominence than the 2W sector but also positions SJS
OEMs and increasing cross-selling opportunities. The favourably to expand its export capabilities by catering to
Company’s expansion plan for chrome plating facility a wider range of products tailored for PV and consumer
and WPI is in the finalisation stages and investments for segment customers.
it will commence in Q2FY25 onwards.
HUMAN RESOURCES
2. Mergers & Acquisitions - evaluating opportunities SJS considers its employees as the most important asset and
and building an M&A pipeline to propel revenue integral to its growth and continued success. The Company
growth over and above the organic growth has a well-designed HR policy that nurtures a synergistic,
• Expanding through strategic inorganic harmonious and transparent work environment that values
opportunities meritocracy. It promotes diversity and inclusion within
The Company is actively evaluating inorganic the organisation.
opportunities and establishing a pipeline of strategic
mergers and acquisitions to expand its market share and The Company conducts regular training and engagement
foster revenue growth. This strategy will be reinforced programmes to enhance the knowledge, skills and capabilities
by new product development, a strengthened presence of its employees to achieve the Company’s business goals.
in consumer-related industries, and an expansion of its Regular training sessions are conducted on various trends
geographical footprint. in the field of screen printing, injection moulding, and
all other departments. Employees were encouraged to
SJS successfully integrated the Exotech business, pursue higher education at Jyothy Institute of Technology
leading to substantial and credible improvements in its and SJS enrolled 6 students. Furthermore, the Company’s
top 5 training programmes, including the Stellantis V2022 As on 31st March 2024, the Company had 2,350+ employees.
Training Programme, Effective Leadership Programme, Lean The attrition rate was low in fiscal 2024, primarily due to
Manufacturing Book Launch Event, Leadership Development effective knowledge sessions, employee satisfaction surveys,
Programme for staff and workers and CII ESG Summit 2024, and bonus and appraisal schemes, among others. The
contributed significantly to the professional development Company has retained its ‘Great Place to Work’ certification
of employees. The Company’s initiatives in conducting since 2018. This esteemed certification, awarded by Great
awareness training and team-building activities played a vital Place to Work®, the global authority on workplace culture
role in increasing employee engagement levels. The culture that provides quality insights derived from assessing over
of continuous improvement and teamwork has led to the 10,000 organisations worldwide, underscores the Company’s
implementation of 44 Kaizen initiatives, resulting in a 19% dedication to employee well-being and fostering a positive
improvement in production value of the product lines of Dials work environment.
and 3D Lux in FY 2023-24.
ENVIRONMENT, HEALTH & SAFETY (EHS)
Furthermore, the implementation of performance-based SJS is dedicated to health, safety, and environmental concerns
initiatives is crucial in retaining the Company’s talented while maintaining sustainable growth objectives. It adheres
workforce. SJS encourages new talent acquisition and rewards to legal compliance and monitors environmental and safety
excellent employee performance. Through ‘Pay for Quality’ performance. The Company’s Integrated Management
scheme, a financial incentive is paid to an employee for Systems (ISO 14001 & ISO 45001) and certified EHS internal
achieving a quality-related target within a specific timeframe. auditors ensure and monitor the effectiveness of EHS audits.
The Company is committed to protecting the environment by
SJS gives utmost importance to the health and safety of its adopting eco-friendly practices, conserving natural resources,
workforce and adheres to all safety guidelines issued by the and minimising its carbon footprint. Robust policies are in
government. It consistently strives to establish a healthy and
place to address climate change and biodiversity concerns
safe environment for its employees, contractors, communities,
and to increase energy and water efficiency. On World
and customers. During the year, the Company provided
Environment Day, 200 trees were planted in the vicinity of
health and safety training such as hazard identification,
the SJS plant.
traffic accident prevention, firefighting and mock drills,
first aid, risk prediction and management, etc. to prevent
Key initiatives encompass the installation of solar panels at
occupational accidents.
its factories, and sewage treatment plant (STP) for waste
reduction, reduction in water wastage by reusing and
Learning and Development Dashboard
preserving water and reduction of diesel usage, among others.
Total Training Hours in FY 2023-24
Category Skill Leadership The Bengaluru facility is LEED Gold certified (Leadership in
Total Safety
Development Training Energy and Environment Design) by the US Green Building
Staff 5,164 1,313 2,833 1,018 Council. Equipped with effluent water treatment units, it
Workers 5,419 1,300 2,961 1,158 efficiently treats wastewater for reuse in its operations. The
facility is actively engaged in diverse initiatives aimed at
SJS remains focussed on supporting communities and • Supporting ~200 underprivileged women with vocational
ensuring a fair and safe working environment and the welfare training like tailoring, beautician, hand embroidery,
of its employees. It organised the EHS Leadership Excellence computer classes and driving, aiming to impart
Programme and provided EHS awareness training across all employment and entrepreneurship skills to make them
departments. Furthermore, First Aid Training was conducted financially independent and empowered.
by St. John Hospital, Bangalore which was attended by 60
members of the Emergency Response Team (ERT) of the • Conducted comprehensive health check-ups and free
Company. Additionally, the Company provided training in doctor consultations for up to 900 underprivileged
Hazard Identification and Risk Assessment (HIRA), training on villagers and provided access to free medical
ISO 50001 Energy Management as well as certification training consultations with qualified doctors for all participants.
for Elevated Work Platform (EOT) and Forklift operations.
• The ‘Let’s Feed the Needy’ initiative impacted up to 150
CORPORATE SOCIAL RESPONSIBILITY (CSR) lives. The initiative aims to provide home-cooked food
As a socially responsible corporation, SJS strives to generate to people in need at various locations such as railway
a positive impact in the communities where it conducts its stations, bus stands, roads, beaches, orphanages, and
operations. The Company emphasises education, healthcare, old age homes.
sports, and environmental protection as its key focus areas. It
• Sponsorship of para-athlete Mr. Mani Kundan for
aims to enhance the well-being of underserved populations
participating in international competitions and winning
and contribute to building an inclusive future through
a bronze medal at the IFSC Para Climbing World
meaningful social welfare activities. During the year, the
Championship held in Switzerland in August 2023.
Company spent ` 14.05 Mn on CSR initiatives.
INFORMATION TECHNOLOGY
Key CSR initiatives undertaken during the year include:
The Company is dedicated to fortifying its technology
• Construction of a new building for Varahasandra
initiatives to amplify operational and cost efficiencies,
Government School along with facilities such as an
enhance quality, and drive premiumisation. SJS is equipped
RO Unit, 2 restrooms and 2 classrooms with a seating
with a robust IT infrastructure and has a well-defined IT
capacity of 50 children.
roadmap that aligns seamlessly with its business objectives.
• Distribution of e-learning kits including 1 computer and During FY 2023-24, SJS implemented various initiatives to
printer, 1 projector, 111 school bags, 14 Nali-Kali tables enhance productivity, including an Internet of Things (IoT)
and 210 Nali-Kali chairs in government schools. Proof of Concept (PoC). This IoT PoC enabled real-time
monitoring of productivity, identification and resolution
• Installation of a borewell at the Vani Vilas Institute, a of bottlenecks in production processes and pre-emptive
government women’s college to meet the water needs improvement of action plans through IoT data analysis. This
of 700 female students. PoC has laid the foundation for SJS’ foray into Industry 4.0.
• Contributed to the Kumarappa Institute of Gram Swaraj’s In April 2023, the Company implemented Automated Vision
mission to supply free education, books, uniforms, Inspection for quality control of dials, showcasing proof of
stationery kits training to teachers and materials for concept for the technology. This initiative has resulted in
reading and writing for 100 children of migrant labourers. improved quality control processes, speed, and identification
capabilities. The implementation has shown promising
• Implementation of a comprehensive waste collection results, achieving an accuracy rate of 85% in end of line
and management system across 14 surrounding defect inspection.
villages, including daily collection of household garbage,
segregation and proper disposal and deployment of Furthermore, the migration from AX 2012 to Dynamics
5 vehicles and appointment of workers for garbage 365 expands the Company’s capabilities in on-premise ERP
collection service. Through the garbage cleaning infrastructure, covering deployment and management for
initiative, 12,000 lives were improved. comprehensive control over ERP systems. It also facilitates
seamless customisation, rapid deployment of new features, The Company’s internal audit team periodically conducts
and expedited response times, equipping SJS with increased an audit of internal control systems. Key observations and
control and adaptability in managing the ERP environment. recommendations are communicated to the management,
who takes appropriate corrective measures as deemed
The Company’s cybersecurity framework incorporates a fit to maintain the efficiency and effectiveness of the
Security Operations Center (SOC) for continuous monitoring internal controls.
of vulnerabilities, the identification of potential intrusions,
and immediate deployment of countermeasures to safeguard CAUTIONARY STATEMENT
data and operations. Equipped with advanced tools and The Management Discussion and Analysis contains statements
technologies, the SOC team proactively monitors and describing the Company’s objectives, projections, estimates,
manages the Company’s network and systems around the and expectations which may be ‘forward-looking statements’
clock. This ensures compliance with industry standards and within the meaning of applicable laws and regulations and
regulations, vital for maintaining trust with customers and are based on informed judgements and estimates. There
partners and avoiding legal and financial consequences. cannot be any guarantee of previous performance continuity
as future performance also involves risks and uncertainties.
INTERNAL CONTROL SYSTEMS These may include but are not limited to the general market,
The Company has established a strong internal control macroeconomic, interest rates movements, competitive
framework that addresses various aspects of governance, pressures, technological and legislative developments, and
compliance, audit, control, and reporting. These internal other key factors that may affect the Company’s business and
controls are responsible for complying with the regulatory financial performance.
requirements, preventing frauds and errors, safeguarding
and proper use of assets and finances, and preserving the
accuracy of financial transactions and reporting.
Your 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:
(` in Mn)
basis in accordance with Section 42, 62, and other applicable letter agreement, he acquired an additional 9,00,000 equity
provisions of the Act, along with the rules thereunder and shares from Evergraph. Consequently, his total shareholding
Chapter V of the Securities Exchange Board of India (Issue surged from 46,51,244 equity shares, representing 15.28%, to
of Capital and Disclosure Requirements) Regulations, 2018. 61,51,244 equity shares, representing 19.82% of the total paid
Consequently, the Company’s paid-up equity share capital up share capital of the Company.
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 MERGER AND ACQUISITIONS
equity shares of ` 10 each. During the financial year, as part of its investment strategy,
your Company had entered into a Share Purchase Agreement
Further, The Company has not bought back any of its securities
(“SPA”) with Walter Pack Automotive Products India Private
or issued bonus / sweat equity shares or issued shares with
Limited (“WPI”) and its shareholders i.e. Walter Pack S.L.
differential voting rights during the financial year.
and Mr. Roy Mathew. for acquiring 315,442 (Three Hundred
Fifteen Thousand Four Hundred Forty-Two) equity shares,
AUTHORISED SHARE CAPITAL
resulting in your company holding 90.1% (ninety point one
During the financial year, the authorised share capital of
the Company increased from ` 35,00,00,000 divided into percent) of WPI’s equity share capital on a fully diluted basis.
3,50,00,000 equity shares of ` 10 each to ` 50,00,00,000 Consequently, WPI has become a subsidiary of your company.
divided into 5,00,00,000 equity shares of ` 10 each.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
STATEMENT OF DEVIATION Pursuant to Regulation 34(2) of SEBI Listing Regulations,
The funds raised through preferential issue were aimed to the Management Discussion and Analysis Report forms an
enhance shareholder’s value with an increase in the market integral part of the Annual Report.
cap of the Company, funding organic or inorganic growth
opportunities (including acquisitions), capital expenditure, CORPORATE GOVERNANCE
pre-payment and/or repayment of outstanding borrowings, Pursuant to Regulation 34(3) of SEBI Listing Regulations, a
as may be permissible under the applicable law. The proceeds report on Corporate Governance along with a Certificate from
raised through the preferential issue have been entirely the Company Secretary in Practice towards compliance of the
allocated to the object for which they were raised and there provisions of Corporate Governance forms an integral part of
have been no deviations from the planned use of funds. the Annual Report.
There are no material related party transactions which are step-down subsidiary, which is a wholly-owned subsidiary of
not in ordinary course of business or which are not on arm’s Walter Pack Automotive Products India Private Limited. There
length basis. has been no material change in the nature of the subsidiaries’
businesses. Further, the Company doesn’t have any joint
PARTICULARS OF INTER-CORPORATE LOANS OR venture or associate company as defined under Section 2(6)
INVESTMENTS OR GUARANTEES OR SECURITY of the Act, which are explained in detailed below:
Pursuant to Section 186 of the Companies Act, 2013 and
Schedule V of the Listing Regulations, disclosure on particulars Subsidiary:
relating to Loans, Advances, Guarantees and Investments are A statement containing salient features of the financial
provided as part of the standalone financial statements. statements of the Subsidiary is enclosed in this report as
Annexure – B.
Further, the Company has not given any guarantee or security
to any person or body corporate or made any investments Associate:
during the financial year. As of 31st March 2024, your company shareholding in Suryaurja
Two Private Limited (STPL) the erstwhile associate company,
SECRETARIAL STANDARDS has decreased from 48% to 16.83%. This reduction is due to
The Company is in compliance with the Secretarial Standards the issuance of additional equity shares by STPL, leading to a
on Meetings of Board of Directors (SS-1) and General dilution of your company’s stake to below 20% and waiving
Meetings (SS-2). the significant control interest in STPL, henceforth the STPL is
no longer considered an associate company.
ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS
There were no significant / material orders passed by
Joint venture companies, including in the consolidated
the regulators or courts or tribunals during the financial
financial statement is presented:
year, impacting the going concern status and Company’s
There are no joint venture companies as of the end of the
operations in future.
financial year.
During the financial year, the Board of Directors of your practices and to report genuine concerns to the Audit
company approved for formation of CSR Trust in the name Committee of the Company.
and style of “SJS Foundation” vide its Board Meeting dated
01st February 2024, and this dedicated entity will streamline The mechanism provides adequate safeguards against
and enhance the execution of the CSR activities and functions the victimisation of directors or employees who avail the
of the Company, including all its subsidiaries. mechanism. The Vigil Mechanism and Whistle Blower Policy
is available on the website of the Company at https://www.
The Annual Report on CSR activities of the Company for sjsindia.com/investors.html#policies.
the financial year as required to be given under Section 135
of the Act and Rule 8 of the Companies (Corporate Social BOARD OF DIRECTORS
Responsibility Policy) Rules, 2014 is enclosed to this report Your Company’s Board comprises of the following Directors
as Annexure – C. as on the end of the financial year:
KEY MANAGERIAL PERSONNEL The Risk Management Policy has been framed and
Pursuant to Section 203 of the Act, the following persons are implemented which is available on the website of the Company
the Key Managerial Personnel of the Company as on the end at https://www.sjsindia.com/investors.html#policies.
of the financial year:
COMMITTEES
As per the requirements of the Act and SEBI Listing
Sl. Name of KMP’s Designation Regulations, the following committees have been constituted
No.
by the Board. The composition of the committees as on the
1. Mr. K. A. Joseph Managing Director end of the financial year is as follows:
2. Mr. Sanjay Thapar CEO & Executive Director
3. Mr. Kevin K Joseph Executive Director Audit Committee:
4. Mr. Mahendra Kumar Naredi Chief Financial Officer The composition of the Audit Committee, pursuant to Section
5. Mr. Thabraz Hushain W Company Secretary & 177 of the Act and Regulation 18 of SEBI Listing Regulations
Compliance Officer is as follows:
RISK MANAGEMENT
Sl. Position on
The Board of Directors of the Company has formed a Risk Name Designation
No. the Committee
Management Committee to identify, assess and mitigate the 1 Mrs. Veni Thapar Chairperson Independent Director
risks involved in the Company’s business. The committee is 2 Mr. Ramesh C Jain Member Chairman &
responsible for assisting the Board in understanding existing Independent Director
3 Mr. Matthias Member Independent Director
risks, reviewing the mitigation and elimination plans.
Frenzel
Note:
The Audit Committee has additional oversight in the area
1. Mr. Vishal Sharma has been a member of the committee until
of financial risks and controls. The major risks identified are 27th September 2023.
systematically addressed through mitigating actions on a 2. Mr. Matthias Frenzel has been appointed as a member of the
continuing basis. committee with effect from 18th October 2023.
The NRC was constituted by the Board of Directors at their The RMC was constituted by the Board of Directors at their
meeting held on 12th July 2021 and it was reconstituted on 18th meeting held on 12th July 2021 and it was reconstituted on
October 2023, through a circular resolution, with Mr. Matthias 18th October 2023, through a circular resolution, with Mr. KA
Frenzel joining the committee in place of Mr. Vishal Sharma. Joseph 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. Corporate Social Responsibility Committee:
The composition of the Corporate Social Responsibility
Stakeholders Relationship Committee: Committee (“CSR”), pursuant to Section 135 of the Act is
The composition of the Stakeholders Relationship Committee as follows:
(“SRC”), pursuant to Section 178(5) of the Act and Regulation
20 of SEBI Listing Regulations is as follows: Position
Sl.
Name on the Designation
No.
Committee
Position
Sl. 1 Mr. Matthias Chairman Independent Director
Name on the Designation
No. Frenzel
Committee
1 Mr. Matthias Chairman Independent Director 2 Mr. K A Joseph Member Managing Director
Frenzel 3 Mr. Sanjay Thapar Member CEO & Executive Director
2 Mr. K A Joseph Member Managing Director 4 Mrs. Veni Thapar Member Independent Director
3 Mr. Sanjay Thapar Member CEO & Executive Director
Note:
4 Mrs. Veni Thapar Member Independent Director 1. Mr. Vishal Sharma has been a member of the committee until
Note: 27th September 2023.
1. Mr. Kazi Arif Uz Zaman has been a member of the committee
until 27th September 2023. INTERNAL FINANCIAL CONTROLS
2. Mrs. Veni Thapar has been appointed as a member of the The Company has maintained adequate financial control
committee with effect from 28th March 2024. system, commensurate with the size, scale and complexity of
its operations and ensures compliance with various policies,
The SRC was constituted by the Board of Directors at their practices and statutes in keeping with the organisation’s pace
meeting held on 12th July 2021 and it was reconstituted on of growth and increasing complexity of operations. The details
28th March 2024, through a circular resolution, with Mrs. Veni in respect of internal financial control and their adequacy are
Thapar joining the committee in place of Mr. Kazi Arif Uz included in the Management Discussion and Analysis, which
Zaman. The scope and functions of the SRC is in accordance is a part of this report.
with Section 178 of the Act and the SEBI Listing Regulations.
AUDITORS & AUDIT REPORT
Risk Management Committee: Statutory Auditors:
The composition of the Risk Management Committee M/s. BSR & Co. LLP, Chartered Accountants (Firm Registration
(“RMC”), pursuant to Regulation 21 of SEBI Listing Regulations No. 101248W/W-100022), Bengaluru, the Statutory Auditors
is as follows: 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.
Position
Sl.
Name on the Designation
No.
Committee Further, the report of the Statutory Auditors along with notes
1 Mr. Sanjay Thapar Chairman CEO & Executive Director to Schedules forms part of the Annual Report which is self-
2 Mrs. Veni Thapar Member Independent Director explanatory. There has been no qualifications/ reservations/
3 Mr. K A Joseph Member Managing Director adverse remarks given by the Statutory Auditors in their
Report for the financial year.
Note:
1. Mr. Vishal Sharma has been a member of the committee until
27th September 2023. Cost Auditors:
2. Mr. KA Joseph has been appointed as a member of the M/s PSV & Associates, Bengaluru, Cost Accountants (Firm
committee with effect from 18th October 2023. Registration No. 000304), appointed as the Cost Auditors for
conducting audit of cost accounting records of the Company M/s. Kumbhat & Co, Chartered Accountants, Coimbatore
for the financial year, will submit their report to the Board (Firm Registration No. 0016095) as the Internal Auditors of
within a period of one hundred eighty days from the end of the Company for the financial year.
the financial year as required under the Act; the Company
shall file a copy of the said report in Form CRA-4 within a The periodic reports of the said internal auditors are
period of thirty days from the date of its receipt. regularly placed before the Audit Committee along with the
management’s comments.
The Cost Audit Report for the financial year 2023-24 dated
26th July 2023 issued by M/s PSV & Associates, Bengaluru, DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
Cost Accountants (Firm Registration No. 000304) with no UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT
qualifications/ reservations/ adverse remarks, was filed with
During the financial year, no frauds were reported by the
the Ministry of Corporate Affairs.
Auditors under Section 143(12) of the Act.
Pursuant to Section 148 of the Act, read with the Companies
MATERIAL CHANGES AND COMMITMENTS, IF ANY
(Cost Records and Audit) Rules, 2014, the Board on the
AFFECTING THE FINANCIAL POSITION OF THE COMPANY
recommendation of Audit Committee, reappointed M/s PSV
& Associates, Bengaluru, Cost Accountants, (Firm Registration OCCURRED AFTER THE END OF THE FINANCIAL YEAR
No. 000304) for conducting audit of cost accounting records AND TILL THE DATE OF THE REPORT
of the Company for the financial year 2024-25. As required There have been no material changes and commitments
under the Act, the remuneration payable to the Cost which affect the financial position of the Company that have
Auditors is required to be placed before the members, in the occurred between the end of the financial year to which the
forthcoming annual general meeting for their ratification. financial statements relate and the date of this report.
Accordingly, a resolution seeking members’ approval for
the remuneration payable to M/s. PSV & Associates, Cost MEETINGS OF THE BOARD AND COMMITTEES
Accountants, is included in the Notice of the forthcoming The details of meetings of the Board of Directors, its
annual general meeting. Committees, and General Meetings along with attendance,
are included in the Corporate Governance Report which forms
Secretarial Auditor: an integral part of the Annual Report.
The Board, based on the recommendation of the Audit
Committee had appointed Mr. Dwarakanath C, Company MEETING OF INDEPENDENT DIRECTORS
Secretary in Practice (FCS No. 7723 and Certificate of Practice In terms of requirements under Schedule IV of the Act and
No. 4847) as the Secretarial Auditor of the Company to Regulation 25(3) of SEBI Listing Regulations, a separate
conduct Secretarial Audit for the financial year.
meeting of the Independent Directors was held on 27th
February, 2024.
There has been no qualifications/ reservations/ adverse
remarks in the report given by the Secretarial Auditor for the
The Independent Directors at this meeting, inter alia, reviewed
financial year. The Secretarial Audit Report of the Company in
the following:
Form MR-3 is enclosed to this report as Annexure – D.
Further, the Board of Directors, at its meeting held on 20 th • Performance of Non-Independent Directors (both
May 2024, appointed Mr. Ananta R. Deshpande, replacing Executive and Non-Executive) and the Board as a whole;
Mr. Dwarakanath C Chennur as the new Secretarial Auditor
of the Company for the financial year 2024-25, as a practice • Performance of the Chairman of the Board, taking into
of good corporate governance and in accordance with account the views of Executive Directors and Non-
the guidance notes provided by the Institute of Company Executive Directors.
Secretaries of India (ICSI).
• Quality, quantity, and timeliness of the flow of information
Internal Auditors: between the Company Management and the Board that
Pursuant to Section 138 of the Act, read with the Companies is necessary for the Board to effectively and reasonably
(Accounts) Rules, 2014, the Company has appointed perform their duties.
PERFORMANCE EVALUATION OF THE BOARD AND ITS assessment of individual Directors was sent separately to the
COMMITTEES concerned Directors. The results of the evaluation of the Board
The Board of Directors, on the recommendation of the NRC and its various Committees were subsequently discussed by
has adopted a framework for performance evaluation of the the Board at its meeting and the areas for improvement of
Board, its committees, individual directors, and the chairperson the functioning of the Board and committees were noted.
through a survey questionnaire. The survey questionnaire
broadly covers various aspects of Board functioning, the The following outlines the actions taken to implement the
composition of the Board and its committees, culture, suggestions provided by the board in the preceding financial
execution, and performance of specific duties, obligations, year, as well as new recommendations for the current
and governance. The evaluation parameters are based on financial year:
the execution of specific duties, quality, deliberation at the
meeting, independence of judgment, decision making, the The recommendation given
by the Board for Actions taken in response to
contribution of Directors at the meetings and the functioning recommendations for previous
of the Committees. Current Year Previous Year year in current year
(FY 2023- 24) (FY 2022-23)
The frequency To allocate Based on the Board’s
The Board of Directors has evaluated the performance of and number the additional recommendation, your company
all Independent Directors, Non-Independent Directors, of meetings time for has allocated sufficient time
Committees, the Chairperson, and the Board, as a whole. for the meetings. for each Board and Committee
Board and meeting and ensured an adequate
The Board deliberated on various evaluation attributes for
Committees time gap between meetings
all directors and after due deliberations made an objective to be conducted on the same day.
assessment and evaluated that all the directors in the Board increased To organise Based on the Board’s
have adequate expertise drawn from diverse industries and more number recommendation, your company
business and bring specific competencies relevant to the of in personal organised two personal meetings
meetings to enhance the effectiveness of
Company’s business and operations. The Board of Directors
management’s decision-making
also appraised the performance of the Independent Directors, abilities. These meetings aimed to
their fulfilment of independence criteria specified by the Act foster better communication and
and SEBI Listing Regulations, and well as their independence collaboration among the decision-
makers, ensuring more informed
from management. The Director being evaluated did not and strategic management choices.
participate in the evaluation process.
NON-EXECUTIVE DIRECTORS’ COMPENSATION AND
The Board also noted that the term of reference and DISCLOSURES
composition of the Committees was clearly defined. The None of the Independent / Non-Executive Directors have any
Committee performed their duties diligently and contributed pecuniary relationship or transactions with the Company which
effectively to the decisions of the Board. in the judgment of the Board, may affect the independence
of the Directors.
In addition to the above, your Company following our
excellence in corporate governance has steered a Board FAMILIARISATION PROGRAMME FOR INDEPENDENT
Evaluation process by appointing an Independent external DIRECTORS
agency to further enhance the efficiency and effectiveness The Company has periodically conducted familiarisation
of our governance processes. Wherein they examined programmes for its Independent Directors with the
our internal questionnaire report, both numeric as well as objective of making them accustomed to the business and
qualitative, that were sent directly to the Board members operations of the Company through various structured
on a confidential basis. The independent external expert orientation programs.
also had individual conversations with each Board member
and developed separate evaluation reports. Subsequently, The familiarisation programmes also intend to update the
the independent external expert collated reports for (a) the Independent Directors on a regular basis, on any significant
Board as a whole, (b) the Chairman of the Board, (c) Individual changes therein, so as to be in a position to take well informed
Directors, both Independent and Non- Non-Independent, and timely decisions.
and (d) for each of the Board Committees separately. The
The following are the familiarisation programmes undertaken The details as prescribed under Section 197(12) of the Act and
during the financial year: Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 a statement showing
• The Board has been Imparted with ESG Training to
the names of the top ten employees in terms of remuneration
understand their role in environmental, social, and
drawn and names and other particulars of the employees
governance matters
drawing remuneration in excess of the limits set out in the
said rules forms part of this Report.
• The Company has introduced the board to Industry 4.0
highlighting its transformative potential and impact on
Having regard to the provisions of the second proviso
manufacturing & other attributes
to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent
• The Board has undergone a Cybersecurity Training to
to the members of the Company. Any member interested
understand best practices for protecting company from
in obtaining such information may address their email to
Cyber attacks
compliance@sjsindia.com.
DIRECTORS’ RESPONSIBILITY STATEMENT Based on the internal financial controls and compliance
Pursuant to Section 134 (5) of the Act, the Directors hereby systems framework established and maintained by the
confirm that: Company, along with the assessments conducted by internal,
statutory, and secretarial auditors, including the audit of
(a) in the preparation of the annual accounts, the applicable internal financial controls over financial reporting by statutory
accounting standards had been followed along with auditors, and reviews performed by management and relevant
proper explanation relating to material departures; board committees, including the audit committee, the Board
concludes that the Company’s internal financial controls were
(b) the directors had selected such accounting policies and
sufficient and operational during the financial year.
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
a true and fair view of the state of affairs of the company
BANKCRUPTCY CODE,2016
at the end of the financial year and of the profit of the
No application has been made or any proceeding is pending
company for that period;
under the IBC, 2016.
(c) the directors had taken proper and sufficient care
DIFFERENCE IN VALUATION
for the maintenance of adequate accounting records
The Company has never made any one-time settlement against
in accordance with the provisions of this Act for
the loans obtained from Banks and Financial Institution and
safeguarding the assets of the company and for
hence this clause is not applicable.
preventing and detecting fraud and other irregularities;
ACKNOWLEDGEMENTS
(d) the directors had prepared the annual accounts on a
The Directors extend their heartfelt gratitude to all the
going-concern basis;
employees for their invaluable contributions to the Company’s
success. The Directors also express their sincere thanks to the
(e) the directors, had laid down internal financial controls
members, employee unions, customers, dealers, suppliers,
to be followed by the Company and that such internal
bankers, governments, and all other business partners for their
financial controls are adequate and were operating
unwavering support and trust in the Company’s management.
effectively; and
Place: Bengaluru
Dated: 20th May, 2024
ANNEXURE - A
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions
under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis:
Details
SL. No. Particulars
1 2
1. Name (s) of the related party Exotech Plastics Private Limited Walter Pack Automotive Products
(EPPL) India Private Limited (WPI)
2. Nature of Relationship Wholly Owned subsidiary Subsidiary
3. Nature of contracts/arrangements/transaction 1) Sale of Goods and Services. 1) Sale of Goods and Services.
2) Sale of property, plant and 2) Sale of property, plant and
equipment equipment
4. Duration of the contracts/arrangements/transaction Not Applicable Not Applicable
5. Salient terms of the contracts or arrangements or ----------- -----------
transaction including the value, if any
6. Date of approval by the Board ----------- -----------
7. Amount paid as advances, if any ----------- -----------
Note: There were no material contracts or arrangements with related parties during the financial year 2023-24.
Place: Bengaluru
Dated: 20th May, 2024
ANNEXURE - B
FORM AOC-1
(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014
Statement containing salient features of the Financial Statement of Subsidiaries / Associate Companies/Joint
Ventures
Part “A”: Subsidiaries
(` in Mn)
1. Names of Associates or Joint Ventures which are yet to commence operations: Nil
2. Names of Associates or Joint Ventures which have been liquated or sold during the year: Nil
ANNEXURE- C
ANNUAL REPORT ON CSR ACTIVITIES
1. A BRIEF OUTLINE OF THE COMPANY’S CSR POLICY, INCLUDING OVERVIEW OF PROJECTS OR PROGRAMS
PROPOSED TO BE UNDERTAKEN TO THE CSR POLICY AND PROJECTS OR PROGRAMS:
The Company’s CSR policy is aimed at demonstrating care for the community through its focus on education & skill
development, health & wellness and environmental sustainability including biodiversity, energy & water conservation.
Also embedded in this objective is support for the disadvantaged/marginalised cross section of society by providing
opportunities to improve their quality of life.
The projects undertaken will be within the broad framework of Schedule VII of the Act.
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company: https://www.sjsindia.com/investors.html#corporate-governance.
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub rule (3) of rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, if applicable: Not Applicable
5. (a) Average net profit of the company as per section 135(5): ` 702.46 Mn
(b) Two percent of average net profit of the company as per section 135(5): ` 14.05 Mn
(c) Surplus arising out of the CSR projects, programs, or activities of the previous financial years: Nil
(d) Amount required to be set off for the financial year, if any: Nil
(e) Total CSR obligation for the financial year (b+cd): ` 14.05 Mn
6. (a) Amount spent on CSR projects (both Ongoing Projects and other than Ongoing Projects): ` 14.05 Mn
(d) Total amount spent for the Financial Year (a+b+c+d): ` 14.05 Mn
II. Details of CSR amount spent against other than ongoing projects for the financial year:
Total 14.05
Notes:
“Garbage clearance: We have taken AMC for garbage collection of segregated wet waste, dry waste and street waste in Agara Grama
Panchayath jurisdiction and appointed VA Services, a vendor approved by the Panchayath for the above services, and the payment will be
on monthly bill-to-bill basis.
7. Details of Unspent CSR amount for the preceding three financial years:
Amount Amount
Amount transferred to any fund
transferred to Amount spent remaining
Preceding specified under Schedule VII as
Sl. Unspent CSR in the reporting to be spent
Financial per section 135(6), if any.
No. Account under Financial Year in succeeding
Year
section 135 (6) (` in Mn) Name of Amount Date of financial years.
(` in Mn) the Fund (` in Mn) transfer. (` in Mn)
1 FY 1 Nil Nil Nil Nil Nil Nil
2 FY 2 Nil Nil Nil Nil Nil Nil
3 FY 3 Nil Nil Nil Nil Nil Nil
8. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year (asset-wise details): Not Applicable
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset).
9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):
Not Applicable
Place: Bengaluru
Dated: 20th May, 2024
ANNEXURE- D
SECRETARIAL AUDIT REPORT
For the financial year ended 31st March 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014]
To, (iv) Foreign Exchange Management Act, 1999 and the Rules
The Members and Regulations made there under (“FEMA”) to the
S.J.S. Enterprises Limited extent of Foreign Direct Investment, Overseas Direct
(CIN: L51909KA2005PLC036601) Investment (‘ODI’) and External Commercial Borrowings
Sy No 28/P16 of Agra village and (‘ECB’) [The Company has neither invested in the form of
Sy No 85/P6 of B.M Kaval Village, ODI nor raised any ECB during the Audit Period];
Kengeri Hobli, Bangalore,
Bangalore Rural, KA - 560082 (v) The following regulations and guidelines prescribed
under the Securities and Exchange Board of India Act,
I have conducted the Secretarial Audit of the compliance of 1992 (“SEBI Act”) :
applicable statutory provisions and the adherence to good
corporate practices by S.J.S. Enterprises Limited [formerly a. Securities and Exchange Board of India (Listing
known as S.J.S. Enterprises Private Limited] (the “Company”). Obligations and Disclosure Requirements)
Secretarial Audit was conducted in a manner that provided me Regulations, 2015;
with a reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing my opinion thereon. b.
The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Based on my verification of the Company’s books, papers, Regulations, 2011;
minute books, forms and returns filed and other records
maintained by the Company and also the information c. Securities and Exchange Board of India (Prohibition
provided by the Company, its officers, agents and authorised of Insider Trading) Regulations, 2015;
representatives during the conduct of secretarial audit, I
hereby report that in my opinion, the Company has, during d.
Securities and Exchange Board of India (Issue
the audit period covering the financial year ended on 31st of Capital and Disclosure Requirements)
March 2024 (“Audit Period”), complied with the statutory Regulations, 2018;
provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place e. Securities and Exchange Board of India (Share
to the extent, in the manner and subject to the reporting Based Employee Benefits and Sweat Equity)
made hereinafter: Regulations, 2021;
(i) The Companies Act, 2013 and the rules made there under g.
The Securities and Exchange Board of India
(“Act”); (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and
(ii) The Securities Contracts (Regulation) Act, 1956 and the dealing with client;
Rules made there under;
h.
The Securities and Exchange Board of India
(iii) The Depositories Act, 1996 and the regulations and bye- (Delisting of Equity Shares) Regulations, 2021 -
laws framed there under; Not Applicable;
i. Securities and Exchange Board of India (Buyback of changes in the composition of the Board of Directors
Securities) Regulations, 2018 - Not Applicable; and that took place during the Audit Period were carried out
in compliance with the provisions of the Act.
(vi)
Other laws informed by the management of the
Company, as applicable to the Company, are enclosed - Adequate notice is given to all directors to schedule
as Annexure-1 hereto. the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance (and
Further, I have also examined compliance with the applicable by complying with prescribed procedure where the
clauses of the following: meetings are called with less than seven days’ notice),
and a system exists for seeking and obtaining further
i.
Secretarial Standards issued by The Institute of information and clarifications on the agenda items
Company Secretaries of India with respect to Board and
before the meeting and for meaningful participation at
General meetings.
the meeting.
I further report that: - the Company during the Audit period, has a material
unlisted subsidiaries viz. Exotech Plastics Private Limited and
-
The Board of Directors of the Company is duly Walter Pack Automotive Products India Private Limited a
constituted with proper balance of Executive Directors, separate Secretarial Audit Report has been issued by me for
Non-Executive Directors and Independent Directors. The this entity.
C. Dwarakanath
Company Secretary in Practice
FCS No: 7723; CP No: 4847
Place: Bengaluru UDIN: F007723F000413942
Date: 20th May 2024 Peer Review Certificate No. 647/2020
Note: This report is to be read with my letter of even date which is annexed as Annexure-2 hereto and forms an integral part of this report.
Annexure-1
LIST OF OTHER LAWS APPLICABLE
2. Child Labour (Prohibition and Regulation) Act, 1986; 3. The Customs Act, 1962;
C. Dwarakanath
Company Secretary in Practice
FCS No: 7723; CP No: 4847
Place: Bengaluru UDIN: F007723F000413942
Date: 20th May 2024 Peer Review Certificate No. 647/2020
Annexure-2
S.J.S. Enterprises Limited 3. I have not verified the correctness and appropriateness of
(CIN: L51909KA2005PLC036601) financial records and books of accounts of the Company.
Sy No 28/P16 of Agra village and
4. The compliance of the provisions of corporate and other
Sy No 85/P6 of B.M Kaval Village, applicable laws, rules, regulations, standards etc., is the
Kengeri Hobli, Bangalore, responsibility of the management of the Company. My
examination was limited to the verification of procedures
Bangalore Rural, KA - 560082
on random test basis.
C. Dwarakanath
Company Secretary in Practice
FCS No: 7723; CP No: 4847
Place: Bengaluru UDIN: F007723F000413942
Date: 20th May 2024 Peer Review Certificate No. 647/2020
ANNEXURE – E
3. Rooftop Solar Power Panels and Solar Park: A The Company achieved a significant milestone in
significant amount of the electricity needed for the its sustainability efforts by consuming 89.98% of its
manufacturing facility is generated from rooftop total energy from renewable sources.
solar panels and a solar park situated within the
factory premises. This renewable solar energy 7. Carbon Emissions Reduction: In line with its
contributes to around 20% - 25% of the total dedication to mitigating climate change, the
electricity needs for the year. Company has established a goal to double the
reduction of carbon emissions in the fiscal year
4. Wind Power Purchase: In a commitment to 2023-24 compared to the preceding fiscal year
increase reliance on renewable energy, the Company 2022-23. Notably, the Company is pleased to report
purchased 3,460,000 units of wind power during a significant decline in emissions during the fiscal
the financial year. This accounted for 43.33% of the year 2023-24, showcasing a remarkable reduction of
total electricity requirement, a significant increase approximately 69.95% compared to the fiscal year
from the 7% recorded in the previous year. The shift 2022-23.
8. ISO 50001 Certification on Energy Management underwent recycling via the Sewage Treatment
System: The Company’s journey towards ISO 50001 Plant (STP), while 64.15% underwent recycling
certification began with a thorough assessment of through the Effluent Treatment Plant (ETP).
our current energy use and identification of key areas
for improvement. This involved a comprehensive 3. Chiller Water Bleed Out Reduction: The Company
analysis of our energy consumption patterns, the actively monitored water parameters and optimised
establishment of energy performance indicators, chiller operations, leading to a reduction in chiller
and the setting of energy efficiency targets. water bleed out from 10,000 liters to 7,000 liters
per day. This measure resulted in substantial water
The implementation of ISO 50001 has led to savings of around 90,000 liters per month.
the integration of energy management into our
corporate culture. Employees at all levels have The Company remains committed to advancing its
been engaged in energy-saving initiatives, and energy and water conservation efforts, leveraging
continuous training programs have been conducted renewable energy sources, and continually exploring
to enhance awareness and skills related to energy innovative technologies to further reduce its
management. The company has completed all environmental footprint. These initiatives are in line
necessary formalities and is in the final stages of with the Company’s vision to be a responsible and
obtaining the certification, which is expected to be sustainable corporate entity. For more details on
received by the end of September. energy and water consumption analysis, please
refer Principle 6 of the Business Responsibility
9. High Pressure Compressor and Machine Dryer and Sustainability Reporting (BRSR).
Modifications: To optimise energy usage, the
Company invested in a high-pressure compressor, C) TECHNOLOGY ABSORPTION
resulting in a remarkable 60% reduction in running During the financial year, the Company made continuous
costs, saving approximately 5,670 kWh per month efforts towards technology absorption, including
and 68,040 kWh annually. Additionally, four machine the procurement of latest technology machines and
dryers were modified with Variable Frequency implementation of Kaizen/process improvements.
Drives (VFDs) contributing to 30Hz, leading to a These endeavors resulted in improved quality, process
power saving of around 432 kWh per month and efficiency, product development, increased production
4,800 kWh annually. output, reduced rejections, enhanced employee health
and safety, cost reduction, higher customer satisfaction,
B) WATER CONSERVATION
and overall organisational growth.
The Company is equally committed to Water
Conservation, and several initiatives were undertaken
D) FOREIGN EXCHANGE EARNINGS AND OUTGO
during the financial year to minimise water usage and
The details of foreign exchange earnings / outgo during
promote responsible water management practices:
the financial year are as follows:
ANNEXURE – F
(a) The ratio of remuneration of each director to the median remuneration of the employees of the Company and
percentage increase in remuneration of each director, CFO, CEO, Company Secretary or Manager, if any, in the
financial year:
(b) The percentage increase in the median remuneration of employees in the financial year:
10%
(d) Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration:
Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year
was 6.10% whereas the increase in the managerial remuneration for the financial year was Nil.
The increment given to each individual employee is based on the employees’ potential, experience, performance and
contribution to the Company’s growth over a period of time and also benchmarked against Industry standard.
(e) Affirmation that the remuneration is as per the remuneration policy of the company: Yes
ANNEXURE - G
The Company, pursuant to resolution passed by the Board on 12th July 2021 and the resolution passed by the members on
14th July 2021, adopted S.J.S. Enterprises – Employee Stock Option Plan – 2021 (“ESOP 2021”) to create, offer, issue and allot in
one or more tranches, stock options which are convertible into Equity Shares. ESOP 2021 was further amended pursuant to a
resolution passed by the Board on 24th September 2021 and the resolution passed by the members on 27th September 2021.
Subsequently, pursuant to an IPO, the equity shares of the Company were listed on the BSE and NSE with effect from 15th
November 2021. Accordingly, in terms of the Regulation 12(1) of the SEBI (Share Based Employee Benefits & Sweat Equity)
Regulations, 2021, the Company obtained approval from its shareholders through postal ballot on 29 th March 2022 for
ratification of the ESOP 2021 and further amended pursuant to a resolution passed by the Board on 04th August, 2022.
Note: All the above approvals were based on the recommendations of Nomination and Remuneration Committee (“NRC Committee”).
The purpose of ESOP 2021 is to reward the employees of the Company and its Subsidiaries any successor company thereof,
for their association, retention, dedication and contribution to the goals of the Company. The aggregate number of Equity
Shares issued under ESOP 2021, upon exercise, shall not exceed 2,435,000 Equity Shares at such price and on such terms and
conditions as may be fixed or determined by the NRC Committee.
18,57,000 Employee stock options have been granted to a total of 336 employees of the Company and its subsidiaries under
ESOP 2021 across various levels, of which 2,47,000 options of 75 employees have been forfeited due to resignation.
Method and Assumptions used to estimate the fair value of options granted during the year:
The fair value has been calculated using the Black Scholes Option Pricing Model. The Assumptions used in the model are
as follows:
Place: Bengaluru
Dated: 20th May, 2024
A BRIEF STATEMENT ON COMPANY’S PHILOSOPHY ON The Board further confirms that in its opinion, the Independent
CODE OF GOVERNANCE Directors fulfil the conditions specified in SEBI Listing
S.J.S. Enterprises Limited (hereinafter “Company”) believes that Regulations and are independent from the management of
good corporate governance drives the direction and control the Company.
of the affairs of the Company in an efficient manner and helps
in achieving the goal of maximising the value of Company’s While appointing new Directors on the Board, the Nomination
stakeholders in a sustainable manner. Company’s Governance and Remuneration Committee of the Board considers the
framework is built on transparency, integrity, ethics, honesty qualifications, positive attributes and independence as per
and accountability as core values, and the management believes the criteria laid down in that behalf and recommends to
that practice of each of these creates the right corporate the Board, for its consideration, the appointment of such
culture, fulfilling the purpose of Corporate Governance. identified Directors.
Key tools devised for achieving the enshrined objectives are The Board, inter alia, provides leadership, strategic guidance,
a well-defined code of conduct, robust internal and financial objective and independent view / judgment to the Company’s
controls, systems, transparency, risk management procedures/ management. The Board meets at regular intervals for planning,
systems; communications, ESH standards, product quality assessing and evaluating all important business.
standards, etc., which are properly implemented through
continuous review process and mechanism setup for the The Board members are updated from time to time, on the
said purpose. Company’s procedures and policies as per the familiarisation
program devised in that behalf by the Company, copy of the
BOARD OF DIRECTORS same is available on the Company’s website at www://sjsindia.
The Board of the Company consists of eminent individuals with com/investors.html#policies.
optimum balance of Executive Directors and Non-Executive
Directors, having professional expertise from different fields None of the Board of Directors of the Company are Director in
including but not limited to, technical, business strategy more than twenty (20) companies or Director in more than ten
and management, marketing, finance, governance, supply (10) public companies (including private companies that are
chain management and thus meets the requirements of the either holding or subsidiary company of a public company) or
Board diversity. Director in more than seven (7) listed companies.
COMPOSITION AND CATEGORY OF DIRECTORS None of the Board of Directors of the Company is a member
The Chairman is a Non-Executive Independent Director in more than 10 committees or Chairman of more than 5
and the Board comprises of an optimum combination of committees as specified under SEBI Listing Regulations, across
Executive, Non-Executive Directors including Woman Director all the listed / public limited companies in which he/ she is
as required under the Companies Act, 2013 (“the Act”) and a Director.
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the “SEBI Listing None of the Independent Directors have any material pecuniary
Regulations”). As on the end of the financial year 2023-24 and relationship or transaction with the Company, its holding,
as on date, the Board comprises of six (6) Directors, out of which associate or subsidiary companies. The Board confirms that the
three (3) are Independent Directors (including an independent Independent Directors fulfill the conditions specified in SEBI
woman director) and three (3) are Executive Directors, of whom Listing Regulations and the Act and that they are Independent
two (2) directors belong to the Promoter Category. of the management.
The composition of board is covered in the Directors’ Report, As per the information available with the Company, except
please refer to the heading “BOARD OF DIRECTORS” for Mr. K A Joseph and Mr. Kevin K Joseph, none of the Directors
more details. are related to each other.
BOARD MEETINGS 25th April 2023, 27th April 2023, 03rd May 2023, 15th May 2023,
The Board meets at regular intervals to discuss and decide 26th July 2023, 07th November 2023, 14th December 2023 and
on business strategies/policies and review the financial 01st February 2024.
performance of the Company. The notice and detailed agenda
along with the relevant notes and other material information The interval between any two meetings of the Board was well
are sent in advance to each Director (in compliance with the within the maximum period mentioned under Section 173 of
Act and the Articles of Association of the Company in case the Act and the SEBI Listing Regulations.
of meetings being held at a short notice) and in exceptional
cases, tabled at the meeting with the approval of the Board.
Information on various important business proposals including
This ensures timely and informed decisions by the Board. The
the information as stipulated in Schedule II of the SEBI Listing
Board reviews the performance of the Company vis-à-vis the
budgets/targets. Regulations and recommendations of various committees
have been placed before the Board for its consideration.
During the financial year 2023-24, the Board of Directors of During the financial year 2023-24, the Board has accepted all
the Company duly met eight (08) times as depicted below on the recommendations from the Committees.
Attendance of Directors at the Board Meetings held during the financial year 2023-24 and the last Annual General
Meeting held on 04th September, 2023 and the number of other Directorship(s) and Committee Membership(s) or
Chairpersonship(s) held by Directors are as follows:
Directors of the Company as of 31st March 2024:
1
No. of other 2,3&4
No. of Board/
Directorships Committee in which director is
No. of Board Meetings Whether
Name of the Director held in other a Member / Chairperson as on
attended
Designation / Category companies 31.03.2024
AGM
as on
Liable to attend Attended 31.03.2024 Member Chairperson
Mr. Ramesh C Jain 08 08 Yes 6 3 1
Chairman & Independent Director
Mr. K A Joseph 08 08 Yes 2 1 -
Managing Director
Mr. Sanjay Thapar 08 08 Yes 3 2 -
CEO & Executive Director
Mr. Kevin K Joseph 08 08 Yes - - -
Executive Director
Mrs. Veni Thapar 08 08 Yes 3 5 -
Independent Director
Mr. Matthias Frenzel 08 08 Yes - 1 -
Independent Director
*Notes:-
1. Directorships exclude companies incorporated outside India, Section 8 Company under the Companies Act, 2013.
2. For the purpose of membership in Committees, private limited companies, foreign companies, high value debt listed entities and
companies under Section 8 of the Companies Act, 2013 shall be excluded.
3. As required by Regulation 26(1) of the SEBI Listing Regulations, the disclosure includes membership(s)/ chairpersonship(s) of the Audit
Committee and Stakeholders’ Relationship Committee in Indian Public Companies (listed and unlisted) including membership(s)/
chairpersonship(s) in the Company.
4. Membership(s) of Committees includes chairpersonship(s), if any.
Details of the other listed entities where the Directors hold directorship
Name of the Director and DIN Name of the listed entity Category of Directorship
Mr. Ramesh C Jain Frick India Limited Independent and Non-Executive Director
DIN: 00038529
Mr. K A Joseph Nil NA
DIN: 00784084
Mr. Sanjay Thapar Nil NA
DIN: 01029851
Name of the Director and DIN Name of the listed entity Category of Directorship
Mr. Kevin K Joseph Nil NA
DIN: 09206689
Mr. Vishal Sharma Nil NA
DIN: 01599024
Mr. Kazi Arif Uz Zaman Nil NA
DIN: 00237331
Mrs. Veni Thapar Bank of India Independent Director
DIN: 01811724 (Shareholder Director)
Mr. Matthias Frenzel Nil NA
DIN: 09168925
AUDIT COMMITTEE: Mr. Sanjay Thapar joining the committee in place of Mr. Vishal
The constitution and terms of reference of the Audit Committee Sharma. The scope and functions of the Audit Committee
are in compliance with Section 177 of the Act and Regulation are in accordance with Section 177 of the Act and the SEBI
18 of the SEBI Listing Regulations, as applicable. Listing Regulations.
Position on the
Name Designation The gap between any two meetings did not exceed one
Committee
hundred and twenty days and necessary quorum was present
Mrs. Veni Thapar Chairperson Independent Director
at all meetings.
Mr. Ramesh C Jain Member Chairman & Independent
Director
The Chairperson is a fellow member of the Institute of Chartered
Mr. Sanjay Thapar Member Member
Accountants of India and the qualified Cost Accountant from
Note: the Institute of Cost Accountants and a Certified Information
1. Mr. Vishal Sharma has been a member of the committee until Systems Auditor from the Information Systems and Audit
27th September 2023. Control Association, USA. All the members of the committee
2.
Mr. Sanjay Thapar has been appointed as a member of the are financially literate. Accordingly, the Composition of the
committee with effect from 18th October 2023. Audit Committee is in conformity with Section 177 of the Act
and the SEBI Listing Regulations.
The Audit Committee was constituted by the Board of Directors
at their meeting held on 12th July 2021 and it was reconstituted Mr. Thabraz Hushain. W, Company Secretary and Compliance
on 18th October 2023, through a circular resolution, with Officer of the Company, acts as the Secretary to the Committee.
Note:
P – Present in person
VC – Attended through Video/Audio Visual Means
# Mr. Vishal Sharma has been a member of the committee until 27th September 2023.
* Mr. Sanjay Thapar has been appointed as a member of the committee with effect from 18th October 2023.
Terms of Reference
The terms of reference of the Audit Committee include:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible;
2.
Recommendation to the board of directors of the appropriate recommendations to the Board to take up
Company (the “Board”) for appointment, replacement, steps in this matter;
reappointment, remuneration and terms of appointment
of auditors of the Company; 9. Reviewing and monitoring the auditor’s independence
and performance, and effectiveness of audit process;
3. Approval of payment to statutory auditors for any other
10. Approval or any subsequent modification of transactions
services rendered by the statutory auditors;
of the Company with related parties;
4. Reviewing, with the management, the annual financial
11. Scrutiny of inter-corporate loans and investments;
statements and auditor’s report thereon before
submission to the Board for approval, with particular 12. Valuation of undertakings or assets of the Company,
reference to: wherever it is necessary;
6. Examination of the financial statement and auditor’s 19. To look into the reasons for substantial defaults in
report thereon; the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
7. Monitoring the end use of funds raised through public dividends) and creditors;
offers and related matters;
20. To review the functioning of the whistle blower mechanism;
8. Reviewing, with the management, the statement of
uses/application of funds raised through an issue (public 21. Approval of appointment of chief financial officer, or any
issue, rights issue, preferential issue, etc.), the statement other person heading the finance function or discharging
of funds utilised for purposes other than those stated that function, after assessing the qualifications, experience
in the offer document/prospectus/notice and making and background, etc. of the candidate;
24.
Consider and comment on rationale, cost-benefits (b) Annual statement of funds utilised for purposes
and impact of schemes involving merger, demerger, other than those stated in the offer document/
amalgamation etc., on the Company and its shareholders; prospectus/notice in terms of Regulation
32(7) of the Securities and Exchange Board
25. Reviewing the utilisation of loan and/or advances from of India (Listing Obligations and Disclosure
investment by the holding company in the subsidiary Requirements) Regulations, 2015, as amended.
exceeding rupees 100 Crs or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / The powers of the Audit Committee will include
advances / investments; and the following:
26. Carrying out any other function as may be required (1) to investigate activity within its terms of reference;
/ mandated by the Board from time to time and/ (2) to seek information from any employees;
or mandated as per the provisions of the Securities
and Exchange Board of India(Listing Obligations and (3)
to obtain outside legal or other professional
Disclosure Requirements) Regulations, 2015, as amended, advice; and
the Companies Act, 2013, as amended (including Section
177), the listing agreements to be entered into between (4) to secure attendance of outsiders with relevant
the Company and the respective stock exchanges on expertise, if it considers necessary.
which the equity shares of the Company are proposed to
be listed and/or any other applicable laws. NOMINATION AND REMUNERATION COMMITTEE:
The constitution and the terms of reference of the Nomination
The Audit Committee shall mandatorily review the and Remuneration Committee (‘”NRC”) are in compliance with
following information: Section 178(1) of the Act and Regulation 19 of the SEBI Listing
Regulations as at the end of the financial year 2023-24.
(1) management discussion and analysis of financial
condition and results of operations; Composition of NRC
(2) statement of significant related party transactions The composition of the NRC as on 31st March 2024 is
(as defined by the Audit Committee), submitted given below:
by management;
Position on the
Name Designation
Committee
(3) management letters / letters of internal control
Mrs. Veni Thapar Chairperson Independent Director
weaknesses issued by the statutory auditors;
Chairman &
(4) internal audit reports relating to internal control Mr. Ramesh C Jain Member Independent Director
weaknesses; Mr. Matthias Frenzel Member Independent Director
Note:
(5) the appointment, removal and terms of remuneration
1. Mr. Vishal Sharma has been a member of the committee until
of the internal auditor shall be subject to review by
27th September 2023.
the Audit Committee; and
2. Mr. Matthias Frenzel has been appointed as a member of the
committee with effect from 18th October 2023.
(6) the examination of the financial statements and the
auditors’ report thereon; and
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.
During the financial year 2023-24, the NRC of the Company duly met five (5) times on 15th May 2023, 21st July 2023, 26th July
2023, 06th November 2023 and 27th February 2024.
The constitution and composition of the Committee satisfy the requirements of Section 178 of the Act, read with SEBI Listing
Regulations as at the end of the financial year 2023-24.
Mr. Thabraz Hushain. W, Company Secretary and Compliance Officer of the Company, acts as the Secretary to the Committee.
(i)
the level and composition of remuneration be 4. Identifying persons who are qualified to become directors
reasonable and sufficient to attract, retain and and who may be appointed in senior management in
motivate directors of the quality required to run the accordance with the criteria laid down, and recommend to
Company successfully; the Board their appointment and removal and carrying out
evaluation of every director’s performance and specifying
(ii)
relationship of remuneration to performance the manner for effective evaluation of performance of
is clear and meets appropriate performance Board, its committees and individual directors, to be
benchmarks; and carried out either by the Board, by the Nomination and
Remuneration Committee or by an independent external and the respective stock exchanges on which the equity
agency and reviewing its implementation and compliance; shares of the Company are proposed to be listed and/or
any other applicable laws; and
5. Extending or continuing the term of appointment of
the independent director, on the basis of the report of 14. Performing such other functions as may be necessary or
performance evaluation of independent directors; appropriate for the performance of its duties.
6.
Recommending to the Board, all remuneration, in etails of shareholdings of the Directors who are holding
D
whatever form, payable to senior management; shares in the Company as of 31st March 2024:
7.
Administering, monitoring and formulating detailed No. of Shares of
Name % of Holding
` 10/- each
terms and conditions of the Company’s ESOP plan;
Mr. Ramesh C Jain Nil NA
the Independent Directors was carried out by the entire Board, of the board of directors, key managerial personnel, and other
excluding the Director being evaluated. employees of the Company.
The performance of the Board as a whole was evaluated by This Policy is guided by the principles and objectives as
the Board after seeking inputs from all the Directors by way enumerated in Section 178 (3) of the Act and the rules made
of a questionnaire on the basis of criteria such as the Board thereunder, and Regulation 19 read with Part D of Schedule
II of the SEBI Listing Regulations, to ensure reasonableness
composition and structure, effectiveness of board processes,
and sufficiency of remuneration to attract, retain and motivate
information and functioning, etc.
competent resources, a clear relationship of remuneration to
performance and a balance between rewarding short and
The performance of the Committees of the Board was evaluated
long-term performance of the Company.
by the Board after seeking inputs from the committee members
by way of a questionnaire on the basis of the criteria such as This Policy reflects the remuneration philosophy and principles
the composition of committees, effectiveness of committee of the Company and considers the pay and employment
meetings, etc. conditions with peers / competitive market to ensure that
pay structures are appropriately aligned. The Nomination
The NRC has evaluated the performance of every individual & Remuneration Policy of the Company is available on the
Director by way of a questionnaire on the basis of the criteria website of the Company at https://www.sjsindia.com/investors.
approved by the Board. html#policies.
The details of Remuneration paid to Directors during the financial year 2023-24 are given below:
(` in Mn)
Performance
Perquisites Sitting
Director Designation Salary Commission Linked Total
(ESOP) Fees
Incentive
Mr. Ramesh C Jain Chairman & Independent Director - - - - 1.43 1.43
Mr. K A Joseph Managing Director 29.18 - - - - 29.18
Mr. Sanjay Thapar CEO & Executive Director 29.18 19.89 - - - 49.07
Mr. Kevin K Joseph Executive Director 3.00 - - - - 3.00
*Mr. Vishal Sharma Nominee Director - - - - - -
*Mr. Kazi Arif Uz Zaman Nominee Director - - - - - -
Mrs. Veni Thapar Independent Director - - - - 1.83 1.83
Mr. Matthias Frenzel Independent Director - - - - 1.05 1.05
Note:
* Mr. Vishal Sharma and Mr. Kazi Arif UZ Zaman have stepped down from their positions as Non-Executive, Nominee Directors on the
Company’s Board, effective from 27th September, 2023.
STAKEHOLDERS’ RELATIONSHIP COMMITTEE: The SRC was constituted by the Board of Directors at their
The constitution and the terms of reference of the Stakeholders’ meeting held on 12th July 2021 and it was reconstituted on
Relationship Committee (“SRC”) are in compliance with Section 28th March 2024, through a circular resolution, with Mrs. Veni
178 of the Act and Regulation 20 of the SEBI Listing Regulations. Thapar joining the committee in place of Mr. Kazi Arif Uz
Zaman. The scope and functions of the SRC is in accordance
Composition of SRC with Section 178 of the Act and the SEBI Listing Regulations.
The composition of the SRC as on 31st March 2023 is
During the financial year 2023-24, the SRC of the Company
given below:
duly met one (1) time on 27th February 2024.
Position on the
Name Designation The constitution and composition of the Committee satisfy
Committee
Mr. Matthias Frenzel Chairman Independent Director the requirements of Section 178 of the Act, read with SEBI
Mr. K A Joseph Member Managing Director
Listing Regulations.
Mr. Sanjay Thapar Member CEO & Executive Director
Mr. 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.
Note:
VC – Attended through Video/Audio Visual Means
# Mr. Kazi Arif Uz Zaman has been a member of the committee until 27th September 2023.
* Mrs. Veni Thapar has been appointed as a member of the committee with effect from 28th March 2024.
6)
To approve, register, refuse to register transfer or The RMC was constituted by the Board of Directors at their
transmission of shares and other securities; meeting held on 12th July 2021 and it was reconstituted on
18th October 2023, through a circular resolution, with Mr. KA
7) To sub-divide, consolidate and/or replace any share or Joseph joining the committee in place of Mr. Vishal Sharma.
other securities certificate(s) of the Company;
During the financial year 2023-24, the RMC of the Company duly
8) To issue duplicate share or other security(ies) certificate(s)
met two (2) times on 28th August 2023 and 21st February 2024.
in lieu of the original share/security(ies) certificate(s) of
the Company; and
The constitution and composition of the Committee are
9) Carrying out such other functions as may be specified by in line with the requirements of Regulation 21 of the SEBI
the Board from time to time or specified/provided under Listing Regulations.
the Companies Act, 2013 or the Securities and Exchange
Board of India (Listing Obligations and Disclosure Number of Meetings held and attendance of the
Requirements) Regulations, 2015, each as amended or Members.
by any other regulatory authority. The details of Meetings held and attended by the members
during the financial year 2023-24 are given below:
Details of complaints received and redressed during the
financial year 2023-24: Meeting No. of Meetings during
Meeting 2
1 the year 2023-24
Pending Pending Name 28th 21st
Disposed Number of Liable to
at the Received at the August February Attended
off during complaints not attend
beginning during the end of 2023 2024
the solved to the
of the financial the Mr. Sanjay VC VC 2 2
financial satisfaction of
financial year financial Thapar
year shareholders
year year
Mrs. Veni VC VC 2 2
Nil Nil Nil Nil Nil
Thapar
*Mr. KA Joseph NA VC 1 1
Name and designation of the Compliance Officer
Mr. Vishal
#
A NA 1 1
Name Designation and Contact Details Sharma
Thabraz Company Secretary & Compliance Officer Note:
Hushain W Contact No.: +91 80 6194 0777
VC – Attended through Video/Audio Visual Means
E-mail: compliance@sjsindia.com
A – Absent
RISK MANAGEMENT COMMITTEE # Mr. Vishal Sharma has been a member of the committee until 27th
September 2023.
The constitution and the terms of reference of the Risk
* Mr. KA Joseph has been appointed as a member of the committee
Management Committee (“RMC”) are in compliance with the
with effect from 18th October 2023.
Regulation 21 and Schedule II Part D (C) of the SEBI Listing
Regulations respectively.
Terms of Reference
Composition of RMC The terms of reference of the RMC are as follows:
The composition of the RMC as on 31st March 2024 is
1) To formulate a detailed risk management policy which
given below:
shall include:
Position on the a)
A framework for identification of internal and
Name Designation external risks specifically faced by the listed entity,
Committee
Mr. Sanjay Thapar Chairperson CEO & Executive Director
in particular including financial, operational, sectoral,
sustainability (particularly, ESG related risks),
Mrs. Veni Thapar Member Independent Director
information, cyber security risks or any other risk as
Mr. K A Joseph Member Managing Director may be determined by the Committee.
Note:
b) Measures for risk mitigation including systems and
1. Mr. Vishal Sharma has been a member of the committee until
processes for internal control of identified risks.
27th September 2023.
2. Mr. KA Joseph has been appointed as a member of the
c) Business continuity plan.
committee with effect from 18th October 2023.
2) To ensure that appropriate methodology, processes Number of Meetings held and attendance of the
and systems are in place to monitor and evaluate risks Members
associated with the business of the Company; The details of Meetings held and attended by the members
of CSR Committee during the financial year 2023-24 are
3) To monitor and oversee implementation of the risk
given below:
management policy, including evaluating the adequacy
of risk management systems; No. of Meetings during
Meeting 1
the year 2023-24
Name of Members
4) To periodically review the risk management policy, at 30th October Liable to
Attended
2023 attend
least once in two years, including by considering the
Mr. Matthias Frenzel VC 1 1
changing industry dynamics and evolving complexity;
Mrs. Veni Thapar VC 1 1
5) To keep the board of directors informed about the nature Mr.K A Joseph VC 1 1
2) Details of Extra-ordinary General Meetings (EGMs) of the Company held during the financial year 2023-24 are as under:
Day, Date & Time Venue Special Resolutions Passed, if any
Tuesday Through Video Conferencing (VC) / 1. Issuance of equity shares of the company on preferential basis
30th May 2023 Other Audio-Visual Means (OAVM)
2. To increase the threshold of providing loans/ guarantees/ securities
04:30 PM
in connection to loans and making of investments in securities
under section 186 of the Companies Act, 2013
3) Postal Ballot
During the financial year 2023-24, the Company has conducted one (1) Postal Ballot.
The details of the postal ballot are as follows:
Date of postal ballot notice: 10th January 2024
Date of declaration of result: 14th February 2024.
Voting period: Monday, 15th January 2024 from 9:00 a.m. IST to Tuesday, 13th February 2024 upto 5:00 p.m. IST.
Date of approval: 13th February 2024.
% of total % of total
No. of No
Res. Type of votes in votes
Business/ Resolution proposed Votes in Votes Result
No. Resolution favour on against on
favour against
votes polled votes polled
1. Approval for giving loan or guarantee Special 1,53,16,697 79.1914 40,24,668 20.8086 Passed
or providing security in connection with Resolution with
loan availed by any of the Company’s requisite
subsidiary(ies) or any other person specified majority
under section 185 of the Companies Act,
2013
Procedure for Postal Ballot and the person who on the websites of the Stock Exchanges i.e. BSE Limited
conducted the postal ballot exercise at www.bseindia.com and National Stock Exchange of
Pursuant to Section 108 and Section 110 of the Act, , India Limited at www.nseindia.com respectively, and on
as amended read together with Rule 20 and Rule 22 the website of Link Intime India Private Limited at https://
of the Companies (Management and Administration) instavote.linkintime.co.in.
Rules, 2014, (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force), Pursuant to Rule 22(5) of the Companies (Management
Regulation 44 of the SEBI Listing Regulations, Secretarial and Administration) Rules, 2014, the Board of Directors
Standards issued by the Institute of Company Secretaries of the Company had appointed Mr. Ananta R Deshpande,
of India on General Meeting (“SS-2”) and the relaxations Company Secretary in Practice (FCS 11869 – and CP No:
and clarifications issued by Ministry of Corporate Affairs 20322) (“Scrutinizer”), as scrutinizer for conducting the
vide General Circular Nos. 14/2020 dated April 8, 2020, postal ballot process in a fair and transparent manner.
17/2020 dated April 13, 2020, 22/2020 dated June 15,
2020, 33/2020 dated September 28, 2020, 39/2020 The result of remote E-voting along with Scrutinizer’s
dated December 31, 2020, 10/2021 dated June 23, 2021, report was published on the website of the Company
20/2021 dated December 8, 2021, 3/2022 dated May 5, at www.sjsindia.com and on the website of the LIIPL
2022, 11/2022 dated December 28, 2022 and 09/2023 at https://instavote.linkintime.co.in and the same was
dated September 25, 2023, (collectively the ‘MCA simultaneously communicated to BSE and NSE.
Circulars’) and other applicable laws and regulations,
the Company sent Postal Ballot Notice by e-mail to all The Resolutions, as set out in the Postal Ballot Notice dated
its Members who had registered their e-mail addresses 10th January 2024 were passed with requisite majority.
with the Company’s Registrar and Transfer Agent (RTA)
or Depository/ Depository Participants (DPs) and voting MEANS OF COMMUNICATION
by the Members was allowed only through Remote Limited reviewed /Audited financial results of the Company are
E-voting system. published in Financial Express (English edition) and Vishwavani
(Regional edition) newspapers respectively on quarterly basis,
The Notice is also available on the Company’s website in addition to being displayed on the Company’s website
at https://sjsindia.com/investors.html#stockexfilings and at “www.sjsindia.com”. Press releases highlighting the
financial performance on quarterly/half yearly/annually basis, having interest in any transactions with the Company
presentations made to institutional investors and details of to report any unethical or improper practices noticed in
Conference Calls, are intimated to stock exchanges apart from the organisation. The Policy also provides the procedure
being uploaded on the website of the Company. for making such representation and dealing with the
said representation. It also covers providing protection
Limited reviewed / Audited financial results of the Company from victimization. During the financial year 2023-24, no
(Quarterly, Half yearly and Annual) are immediately, after the employee was denied access to the Audit Committee in
Board’s approval uploaded / displayed on the Company’s this behalf.
website at www.sjsindia.com under investors tab (a separate
section for investors information) in addition to submitting v) The Company is in compliance with all the applicable
the same to BSE Limited (“BSE”) and National Stock mandatory requirements and has fulfilled the following
Exchange of India Limited(“NSE”). They are also published non-mandatory / discretionary requirements as
in daily newspapers within stipulated time of 48 hours of prescribed in Listing Regulations:
Baord’s approval. a) Audit qualifications: There were no qualifications by
the statutory auditors on the financial statements for
The annual reports are sent to members of the Company in the financial year ended 31st March 2024.
addition to it being submitted to BSE and NSE and are also
uploaded on the Company’s website. b) Separate post of Chairman and CEO: The Company
has separate Chairman and Managing Director.
OTHER DISCLOSURES c) Reporting of Internal Auditor: Audit Committee, on
i) Disclosure of relationships between directors inter-se: a time-to-time basis, reviews the reports submitted
Mr. K.A. Joseph, Managing Director of the Company, by the Internal Auditor.
is father of Mr. Kevin K Joseph, Executive Director of
the Company. vi) Code of conduct: The code of conduct as adopted by the
Board of Directors is applicable to all Directors, senior
ii) During the financial year 2023-24 there are no materially management and employees above officers’ level. The
significant related party transactions, which have prime purpose of the code is to create an environment
potential conflict with the interest of Company at large. wherein all the Board Members and Senior Management
Related party transactions entered during the financial of the Company maintain ethical standards and to ensure
year 2023-24 are disclosed in the notes to the audited compliance with the ethical standards laid down. The
financial statements of the Company. code is available on the Company’s website at https://
sjsindia.com/investors.html#policies.
These transactions entered were at an arm’s length DECLAR ATION UNDER THE SEBI (LISTING
basis and were in the ordinary course of business and OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
the Company has formulated a ‘Policy on Materiality of REGULATIONS, 2015 FOR COMPLIANCE BY
Related Party Transactions and on dealing with Related BOARD MEMBERS AND SENIOR MANAGEMENT
Party Transactions’ and is available on the website of PERSONNEL WITH THE CODE OF CONDUCT
the Company at https://www.sjsindia.com/investors.
html#policies. In accordance with the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, I
hereby confirm that, all Board Members and Senior
iii) There were no cases of non-compliance by the Company,
Management Personnel of the Company have affirmed
penalties, strictures imposed on the Company by stock
compliance with the Code of Conduct, as applicable
exchanges or SEBI or any statutory authority, on any
to them, for the financial year ended 31st March 2024.
matter related to capital markets, during the last three
years ending 31st March 2024.
Date:20th May 2024 Name: Sanjay Thapar
Place: Bengaluru Designation: CEO &
iv) Vigil Mechanism (Whistle Blower Policy): The Company
Executive Director
has a Vigil mechanism (Whistle blower policy) in place
DIN: 01029851
enabling the employees or other connected persons
x) The Company has paid a sum of ` 15.50 Mn as fees xiii) Subsidiary Companies: During the financial year, your
on consolidated basis to the statutory auditors for the company has Exotech Plastics Private Limited (EPPL) and
services rendered for Company and its subsidiary, Walter Pack Automotive Products India Private Limited
(WPI) as the subsidiary of the Company and they have
xi) Credit Ratings: Credit rating agency “CARE Ratings” been classified into the material subsidiary as per criteria
reviewed various credit facilities of the Company during laid down in the Policy on Material Subsidiary adopted
the financial year 2023-24 and the following are the by the Board in its meeting held on 19th July 2021 and in
details in relation to the same: compliance with Listing Regulations. The audited financial
statements together with related information and other
reports of the material subsidiary company have also
been placed on the website of the Company at https://
www.sjsindia.com/investors.html#financials.
In terms of the provisions of Regulation 24(1) of the Listing Regulations, your company has appointed one of its Independent
Directors on the Board of its both material subsidiary companies.
The Company is in compliance with Regulation 24A of the loans to any firms/companies in which Directors of the
Listing Regulations. The Company’s material subsidiaries Company are interested.
undergo Secretarial Audit. The copy of the Secretarial
Audit reports of the EEPL and WPI were annexed to this xv) During the financial year, the Company raised ` 300/-
annual report and the Secretarial Audit Report of these Mn (Rupees Three Hundred Million Only), through a
material subsidiaries does not contain any qualification, preferential issue on a private placement basis by allotting
reservation, adverse remark or disclaimer. 6,00,000 equity shares with a face value of ` 10 each at a
price of ` 500 each, including a premium of ` 490 each
The Company reviews and monitors the performance of to Mr. K.A. Joseph (“Investor”), Founder, Promoter &
subsidiary companies, inter alia, by the following means: Managing Director of the Company.
• Financial statements, in particular investments The application of proceeds/funds raised from the
made by subsidiary companies, are reviewed by the preferential allotment are reviewed by Audit Committee
Company’s Audit Committee. as part of quarterly review of financial results and the
details are also filed with the Stock Exchanges on a
• Minutes of Board meetings of subsidiary companies
quarterly basis, pursuant to Regulation 32 of the SEBI
are placed before the Company’s Board regularly.
Listing Regulations.
• A statement containing all significant transactions
and arrangements entered into by subsidiary The proceeds raised through the preferential issue have
companies is placed before the Company’s Board. been entirely utilised, for the period under review, for the
allocated objective for which they were raised and there
• Presentations are made to the Company’s Board on has been no deviations from the planned usage of funds.
business performance of major subsidiaries of the
Company by the senior management. xvi) Policy for determining ‘material’ subsidiaries: As required
under SEBI Listing Regulations, the Company has
• Related Party Transactions of subsidiary companies
formulated a Policy for determining ‘material’ subsidiaries
are reviewed quarterly by the Company’s Audit
and is available on the website of the Company at https://
Committee, wherever applicable.
www.sjsindia.com/investors.html#policies.
xiv) During the financial year, the Company and its subsidiaries
xvii)
T he Company’s website contains all information,
have not given any loans and advances in the nature of
disclosures, policies etc., as applicable to it.
xviii) Adoption of discretionary requirements specified in Part E of Schedule II of the Listing Regulations:
Sl No Requirements specified in Part E of Schedule II Adoption by the Company
1 The Board: Your Company doesn’t have a separate chairperson’s office.
A non-executive chairperson may be entitled to maintain
a Chairperson’s office at the listed entity’s expense and
also allowed reimbursement of expenses incurred in
performance of his duties
2 Shareholders Rights: As the quarterly and half yearly financial performance along with
A half-yearly declaration of financial performance significant events are published in the newspapers and are also
including summary of the significant events in last six- posted on the Company’s website, the same are not being sent to
months, may be sent to each household of shareholders the shareholders.
3 Modified opinion(s) in audit report: The Statutory Auditors of the Company have issued Audit Report
The listed entity may move towards a regime of financial on Audited Financial Results for year ended 31st March, 2024 with
statements with unmodified audit opinion unmodified opinion. A declaration has submitted to the stock
exchanges as per Regulation 33(3)(d) of the Listing regulations.
xix) The Disclosures of the Compliance with Corporate Governance requirements specified in Regulation 17 to 27 and clauses
(b) to (i) of Sub-Regulation (2) of Regulation 46 of the Listing Regulations are as follows:
Compliance status
Regulations Particulars of regulations
(Yes/No)
17 Board of Directors Yes
17A Maximum numbers of Directors Yes
18 Audit Committee Yes
19 Nomination and Remuneration Committee Yes
20 Stakeholders Relationship Committee Yes
21 Risk Management Committee Yes
22 Vigil Mechanism Yes
23 Related Party Transaction Yes
24 Corporate Governance requirements with respect to subsidiary of listed entity Yes
24A Secretarial Audit and Secretarial Compliance Report Yes
25 Obligations with respect to Independent Directors Yes
26 Obligation with respect to Employees including Senior Management, Key Managerial Personnel, Yes
Directors and Promoters
27 Other Corporate Governance requirements Yes
46(2)(b) to (i) Website Yes
3 Date of Book Closure Wednesday, 14th August, 2024 to Tuesday, 20th August, 2024 (both days inclusive)
4 Dividend Payment Date Will be paid within 30 days from the date of approval at the 19th AGM.
5 Listing on Stock Exchanges The Equity Shares of the Company are listed on:
1. BSE Limited
Phiroze Jeejeeboy Towers, Dalal Street, Fort, Mumbai- 400 001
1) National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai- 400 051
6 Stock Code / Symbol on NSE The BSE Scrip code of equity shares is 543387
/ BSE respectively
The NSE Scrip symbol of equity shares is SJS
7 Listing Fees Annual listing fees for the year 2023-24 (as applicable) has been paid by the Company to both the Stock
Exchanges.
8 International Securities INE284S01014
Identification Number
(ISIN) allotted to the
Company’s Shares
9 International Securities Nil
Identification Number
(ISIN) allotted to the
Company’s Share Warrants
The equity shares of the Company have not been suspended from trading on the said Stock Exchanges or by any Regulatory/
Statutory Authority.
Note:
1. Source: The information is compiled from the data available from the BSE and NSE websites respectively.
Performance of the share price of the Company in comparison to the BSE Sensex
April-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Jan-24 Feb-24 Mar-24
b. Distribution of Shareholding
Number of % of Total Total Number % of Total Share
Number of Shares held
Shareholders Shareholders of Shares Amount
1 to 500 59055 96.0213 3015847 9.7167
501 to 1000 1247 2.0276 920856 2.9669
1001 to 2000 587 0.9544 835388 2.6915
2001 to 3000 195 0.3171 490248 1.5795
3001 to 4000 94 0.1528 333937 1.0759
4001 to 5000 57 0.0927 255617 0.8236
5001 to 10000 114 0.1854 782762 2.5220
10001 to 999999999 153 0.2488 24403249 78.6240
TOTAL : 61502 100 31037904 100
ADR/GDR:
The company has no outstanding global depository receipts (GDR) or American depository receipts (ADR) or warrants or
any convertible instruments, conversion date and likely impact on equity shares as on 31st March, 2024.
ii) Exposure of the Company to commodity and commodity risks faced by the entity throughout the year: a) Total exposure
of the listed entity to commodities in INR: Nil. b Exposure of the listed entity to various commodities:
NA NA NA NA NA NA NA NA
To know more about the Company, you are welcome to visit us at www.sjsindia.com
ANNEXURE - I
(i) These statements do not contain any materially (i) No significant changes in internal control over
untrue statement or omit any material fact or financial reporting during the year;
contain statements that might be misleading;
(ii) No significant changes in accounting policies during
(ii) These statements together present a true and fair the year and that the same have been disclosed in
view of the company’s affairs and are in compliance the notes to the financial statements; and
with existing accounting standards, applicable laws
and regulations. (iii)
No instances of significant fraud where the
involvement of the management or an employee
(b) There are, to the best of our knowledge and belief, no
transactions entered into by the company during the having a significant role in the company’s internal
year 2023-2024 which are fraudulent, illegal or violative control system over financial reporting have
of the company’s code of conduct. been observed.
ANNEXURE - II
ANNEXURE - III
To,
The Members,
S.J.S. Enterprises Limited
Sy No 28/P16 of Agra village and
Sy No 85/P6 of B.M Kaval Village,
Kengeri Hobli, Bangalore,
Bangalore Rural KA – 560082
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of S.J.S. Enterprises
Limited having CIN: L51909KA2005PLC036601 [formerly S.J.S. Enterprises Private Limited] (the ‘Company’) and having
registered office at Sy No 28/P16 of Agra village and Sy No 85/P6 of B.M Kaval Village, Kengeri Hobli, Bangalore, Bangalore
Rural KA – 560082 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing
this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its
officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending
on 31st March 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the
Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Date of appointment
Sr. No. Name of the Director DIN
in the Company
1. Mr. Ramesh Chandra Jain 00038529 06/07/2021
2. Mr. Kannampadathil Abraham Joseph 00784084 21/06/2005
3. Mr. Sanjay Thapar 01029851 24/09/2015
4. Mrs. Veni Thapar 01811724 12/07/2021
5. Mr. Matthias Frenzel 09168925 06/07/2021
6. Mr. Kevin Kannampadathil Joseph 09206689 19/07/2021
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. My responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
C. Dwarakanath
Company Secretary in Practice
FCS No: 7723; CP No: 4847
Place: Bengaluru UDIN: F007723F000414508
Date: 20th May 2024 Peer Review Certificate No. 647/2020
ANNEXURE - IV
To, (iv) Foreign Exchange Management Act, 1999 and the Rules
The Members and Regulations made there under (“FEMA”) to the
Exotech Plastics Private Limited extent of Foreign Direct Investment, Overseas Direct
(CIN: U25206MH1996PTC101162) Investment (‘ODI’) and External Commercial Borrowings
Plot No. F-27 C, MIDC Ranjangaon Village (‘ECB’) [The Company has neither invested in the form
Karegaon, Taluka Shirur, District Pune of ODI nor received any FDI or raised any ECB during the
Pune – 412220 MH Audit Period];
I have conducted the Secretarial Audit of the compliance of (v) The following regulations and guidelines prescribed
applicable statutory provisions and the adherence to good under the Securities and Exchange Board of India Act,
corporate practices by Exotech Plastics Private Limited (the 1992 (“SEBI Act”) as amended from time to time, to the
“Company”). Secretarial Audit was conducted in a manner extent applicable:
that provided me a reasonable basis for evaluating the
corporate conducts/ statutory compliances and expressing a. Securities and Exchange Board of India (Listing
my opinion thereon. Obligations and Disclosure Requirements)
Regulations, 2015; Not Applicable;
Based on my verification of the Company’s books, papers,
minute books, forms and returns filed and other records b.
The Securities and Exchange Board of India
maintained by the Company and also the information (Substantial Acquisition of Shares and Takeovers)
provided by the Company, its officers, agents and authorised Regulations, 2011; Not Applicable;
representatives during the conduct of secretarial audit, I
hereby report that in my opinion, the Company has, during c.
Securities and Exchange Board of India
the audit period covering the financial year ended on (Prohibition of Insider Trading) Regulations, 2015;
31st March 2024 (“Audit Period”), complied with the statutory Not Applicable;
provisions listed hereunder and also that the Company has
proper Board-processes and compliance-mechanism in place d. Securities and Exchange Board of India (Issue of
to the extent, in the manner and subject to the reporting Capital and Disclosure Requirements) Regulations,
made hereinafter: 2018; Not Applicable;
I have examined the books, papers, minute books, forms and e. Securities and Exchange Board of India (Share Based
returns filed and other records maintained by the Company Employee Benefits and Sweat Equity) Regulations,
for Audit Period, according to the provisions of: 2021; Not Applicable;
(i) The Companies Act, 2013 and the rules made there under f.
The Securities and Exchange Board of India
(“Act”); (Issue and Listing of Non-Convertible Securities)
Regulations, 2021: Not Applicable;
(ii) The Securities Contracts (Regulation) Act, 1956 and the
Rules made there under; g.
The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
(iii) The Depositories Act, 1996 and the regulations and bye- Regulations, 1993 regarding the Companies Act and
laws framed there under; dealing with client;
h.
The Securities and Exchange Board of India changes in the composition of the Board of Directors
(Delisting of Equity Shares) Regulations, 2021 - that took place during the Audit Period were carried out
Not Applicable; in compliance with the provisions of the Act.
i. Securities and Exchange Board of India (Buyback of - Adequate notice is given to all directors to schedule
Securities) Regulations, 2018 - Not Applicable; and the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance (and
(vi)
Other laws informed by the management of the by complying with prescribed procedure where the
Company, as applicable to the Company, are enclosed meetings are called with less than seven days’ notice),
as Annexure-1 hereto. and a system exists for seeking and obtaining further
information and clarifications on the agenda items
Further, I have also examined compliance with the applicable before the meeting and for meaningful participation at
clauses of the following: the meeting.
i.
Secretarial Standards issued by The Institute of - All decisions at the Board Meetings and Committee
Company Secretaries of India with respect to Board and Meetings are carried out unanimously, as recorded in
General meetings. the minutes.
During the Audit Period, the Company has complied I further report that:
with the applicable laws, rules, regulations, guidelines, - there are systems and processes in the Company to
standards etc. as mentioned above except for a few monitor and ensure compliance with applicable laws,
instances where the Company has filed e-forms beyond rules, regulations and guidelines.
the due dates, with additional fees.
- the Company is a “Material Unlisted Subsidiary” of
I further report that: S.J.S. Enterprises Limited and hence has been subject
-
The Board of Directors of the Company is duly to Secretarial Audit under Regulation 24A of SEBI
constituted with proper balance of Executive Directors, (Listing Obligations and Disclosure Requirements)
Non-Executive Directors and Independent Directors. The Regulations, 2015.
C. Dwarakanath
Company Secretary in Practice
FCS No: 7723; CP No: 4847
UDIN: F007723F000368292
Place: Bengaluru Peer Review Certificate No. 647/2020
Date: 10th May 2024
Note: This report is to be read with my letter of even date which is annexed as Annexure-2 hereto and forms an integral part of this report.
Annexure-1
3.
Sexual Harassment at Workplace (Prevention, 2. Goods & Service Tax Act, 2017
Prohibition and Redressal) Act, 2013; 3. The Customs Act, 1962;
4. The Contract Labour (Regulation and Abolition) 4. Professional tax related state-wise legislation
Act, 1970;
5. Customs Tariff Act, 1975
5. The Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952; 6.
Customs and Central Excise Duties Drawback
Rules, 2017
6. The Employees’ State Insurance Act, 1948
7.
The Employees’ Compensation Act, 1923 and D. Environmental laws
Workmen’s Compensation Rules, 1924 1. The Water (Prevention and Control of Pollution)
Act, 1974;
8. The Equal Remuneration Act, 1976;
2.
The Air (Prevention and Control of Pollution)
9. The Industrial Disputes Act, 1947;
Act, 1981;
10.
The Industrial Employment (Standing Orders)
3. The Environment Protection Act, 1986; and
Act, 1946;
11. The Maternity Benefit Act, 1961; F. Miscellaneous laws
12. The Minimum Wages Act, 1948; 1. The Prevention of Money Laundering Act, 2002;
C. Dwarakanath
Company Secretary in Practice
FCS No: 7723; CP No: 4847
UDIN: F007723F000368292
Place: Bengaluru Peer Review Certificate No. 647/2020
Date: 10th May 2024
Annexure-2
To,
The Members
Exotech Plastics Private Limited
(CIN: U25206MH1996PTC101162)
Plot No. F-27 C, MIDC Ranjangaon Village
Karegaon, Taluka Shirur, District Pune
Pune – 412220 MH
My Secretarial Audit Report of even date is to be read along 4. The compliance of the provisions of corporate and other
with this letter. applicable laws, rules, regulations, standards etc., is the
responsibility of the management of the Company. My
1. Maintenance of secretarial records is the responsibility examination was limited to the verification of procedures
of the management of the Company. My responsibility is on random test basis.
to express an opinion on these secretarial records based
on the audit. 5. Wherever required, I have obtained the management
representation about the compliance of laws, rules and
2. I have followed the audit practices and processes as were regulations and happening of events etc.
appropriate to obtain reasonable assurance about the
6. The list of laws applicable to the Company enclosed
correctness of the contents of the secretarial records.
as Annexure-1 to the Secretarial Audit Report is as
The verification was done on random test basis to ensure
confirmed by the management of the Company. The
that correct facts are reflected in the secretarial records.
Secretarial Audit Report is neither an assurance nor a
I believe that the processes and practices, I followed
confirmation that the list is exhaustive.
provide a reasonable basis for my opinion.
7. The Secretarial Audit Report is neither an assurance as to
3. I have not verified the correctness and appropriateness of the future viability of the Company nor of the efficacy or
financial records and books of accounts of the Company. effectiveness with which the management has conducted
the affairs of the Company.
C. Dwarakanath
Company Secretary in Practice
FCS No: 7723; CP No: 4847
UDIN: F007723F000368292
Place: Bengaluru Peer Review Certificate No. 647/2020
Date: 10th May 2024
ANNEXURE - V
To, iii. The Depositories Act, 1966 and the regulations and
The Members, bye-laws framed there under (applicability restricted
Walter Pack Automotive Products India Private Limited, to provisions as mentioned in Section 29 of Companies
Plot No. D 50, MIDC, Ranjangaon Industrial Area Taluka, Act, 2013 read with Rule 9, 9A, and 9B of Companies
Shirur, Pune – 412 220 (Prospectus and Allotment of Securities) Rules, 2014);
We have conducted the secretarial audit of the compliance iv. Foreign Exchange Management Act, 1999 and rules and
of applicable statutory provisions and the adherence to regulations made there under to the extent Foreign
good corporate practices by Walter Pack Automotive Direct Investment, Overseas Direct Investment, External
Products India Private Limited (hereinafter referred to as
Commercial Borrowings;
“the Company”). The secretarial audit was conducted in a
manner that provided us a reasonable basis for evaluating the
v. The following Regulations and Guidelines prescribed
corporate conducts / statutory compliances and expressing
under the Securities and Exchange Board of India Act,
our opinion thereon.
1992 (‘SEBI Act’):-
Based on our verification of the Company’s books, papers, a.
The Securities and Exchange Board of India
minutes, forms and returns filed and other records maintained
(Substantial Acquisition of Shares and Takeovers)
by the Company and also the information provided by the
Regulations, 2011 (not applicable to the Company
Company, its officers, agents, and authorised representatives
during the year under report);
during the conduct of secretarial audit, we hereby report that
in our opinion, the Company has, during the audit period b.
The Securities and Exchange Board of India
covering the financial year ended on 31st March, 2024, (Prohibition of Insider Trading) Regulations, 2015
complied with the statutory provisions listed hereunder, (not applicable to the Company during the year
and also that the Company has proper Board-processes and
under report);
compliance-mechanism in place to the extent, in the manner
and subject to the reporting / observations made hereinafter. c. The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
We have examined the books, papers, minutes, forms and 2018 (not applicable to the Company during the
returns filed, and other records maintained by the Company year under report);
for the financial year ended on 31st March, 2024, according to
the provisions of: d. The Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
i. The Companies Act, 2013 and the Rules made thereunder; Regulations, 2021 (not applicable to the Company
during the year under report);
ii. The Securities Contract (Regulation) Act, 1956 and the
rules made thereunder (not applicable to the Company e.
The Securities and Exchange Board of India
during the year under report); (Issue and Listing of Non-Convertible Securities)
Regulations, 2021 (not applicable to the Company Guidelines, Standards, etc. mentioned above subject to the
during the year under report); following observations:
i. The majority shareholding of the Company was acquired
f.
The Securities and Exchange Board of India by S.J.S. Enterprises Limited, a publicly listed Company,
(Registrar to an Issue and Share Transfer Agents) on 04 July 2023. Therefore, with effect from 04 July 2023,
Regulations, 1993 regarding the Companies Act and
the Company has become a deemed public Company
dealing with client (not applicable to the Company
in terms of Section 2 (71) of the Companies Act, 2013.
during the year under report);
However, the Company has not increased its number
of members from two (2) to seven (7) as it continues
g.
The Securities and Exchange Board of India
to remain a private limited company in its Articles
(Delisting of Equity Shares) Regulations, 2021 (not
of Association.
applicable to the Company during the year under
report);
ii. The Company has filed a few e-forms beyond the due
date prescribed under the Companies Act, 2013.
h. The Securities and Exchange Board of India (Buyback
of Securities) Regulations, 2018 (not applicable to
iii.
Compliance with Secretarial Standards needs to
the Company during the year under report);
be improved.
a.
Water (Prevention and Control of Pollution) On 04 July 2023, the Company became a deemed public
Act, 1974, Company in terms of Section 2 (71) of the Companies Act, 2013
b. Air (Prevention and Control of Pollution) Act, 1981 and was required to appoint two (2) Independent Directors
on the Board of Directors. The changes in composition of
c. The Environment (Protection) Act, 1986 read with
the Board of Directors that took place between 01 July 2023
Hazardous and other Wastes (Management and
and 31 March 2024 were carried out in compliance of the
Transboundary Movement) Rules, 2016
provisions of the Companies Act, 2013.
We further report that based on review of the compliance affairs in pursuance of the above referred laws, rules,
mechanism established by the Company and on the basis regulations, guidelines, standards, etc.:
of explanations provided to us by the management and
officers of the Company, we report that there are systems (i) The Company became a deemed public Company with
and processes in place to monitor and ensure compliances. effect from 04 July 2023 due to acquisition of 3,15,442
However, the same needs to be strengthened to ensure equity shares of the Company aggregating 90.10% of
effective compliance of applicable laws, rules, regulations, the total equity share capital of the Company by S.J.S.
standards, and guidelines. Enterprises Limited which also resulted in change in the
management of the Company.
I further report that during the audit period, the following
events occurred having a major bearing on the Company’s
Vinayak S. Khanvalkar
Partner
FCS 2489
Date: 09th May 2024 CP 1586
Place: Pune UDIN: F002489F000334634
Annexure A
To,
The Members,
Walter Pack Automotive Products India Private Limited,
Plot No. D 50, MIDC, Ranjangaon Industrial Area Taluka,
Shirur, Pune – 412 220
Auditor’s responsibility
Based on audit, our responsibility is to express an opinion the correctness of the contents of the Secretarial records.
on the compliance with the applicable laws and maintenance The verification was done on a test basis to ensure
of records by the Company. We conducted the audit in that correct facts are reflected in secretarial records.
accordance with the auditing standards CSAS 1 to CSAS 4 We believe that the processes and practices that were
(“CSAS”) prescribed by the Institute of Company Secretaries followed provide a reasonable basis for our opinion.
of India (“ICSI”). These standards require that the auditor
complies with statutory and regulatory requirements and
3. We have not verified the correctness and appropriateness
plans and performs the audit to obtain reasonable assurance
of financial records and Books of Accounts including cost
about compliance with applicable laws and maintenance
records of the Company and for which we relied on the
of records.
report of statutory auditor.
Due to the inherent limitations of an audit including internal,
financial, and operating controls, there is an unavoidable risk 4. Wherever required, we have obtained the Management
that some misstatements or material non-compliances may representation about the compliance of laws, rules and
not be detected, even though the audit is properly planned regulations and happening of events etc.
and performed in accordance with the CSAS. Our report of
even date is to be read along with this letter. 5. The compliance of the provisions of Corporate and
other applicable laws, rules, regulations, standards is
1. Maintenance of secretarial records is the responsibility of the responsibility of management. Our examination was
the management of the Company. Our responsibility is limited to the verification of procedures on test basis.
to express an opinion on these secretarial records based
on our audit. 6. The Secretarial Audit report is neither an assurance as to
the future viability of the Company nor of the efficacy or
2. We have followed the audit practices and processes as effectiveness with which the management has conducted
were appropriate to obtain reasonable assurance about
the affairs of the Company.
Vinayak S. Khanvalkar
Partner
FCS 2489
Date: 09th May 2024 CP 1586
Place: Pune UDIN: F002489F000334634
The present report has been formulated in accordance with the SEBI Guidelines for Business Responsibility and Sustainability
Reporting (BRSR). Its principal aim is to enhance transparency by showcasing how businesses generate value through active
contributions to a sustainable economy. The report serves to emphasize our steadfast dedication to fostering sustainable
development and creating enduring value for our stakeholders.
2) PRODUCTS/SERVICES
16. Details of business activities (accounting for 90% of the turnover):
S.No. Description of Main Activity Description of Business Activity % of Turnover of the entity
1. Manufacturing Plastic products, non-metallic mineral products, rubber 100%
products, fabricated metal products
17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
3. OPERATIONS
18. Number of locations where plants and/or operations/offices of the entity are situated:
Locations Number
National (No. of States) 06
International (No. of Countries) 22
b) Contribution of exports:
c) Type of Customers
A brief on S.J.S. Enterprises Limited (The Company / SJS) is amongst the leading players in the Indian decorative aesthetics industry
types of with the widest range of products across both traditional and premium segments. The Company is a unique blend of strong
customers manufacturing and design capabilities, expert workforce and long-standing customer relationships. The Company provides
decorative aesthetic products to automobile, consumer appliances, medical devices, farm equipment and sanitary ware
manufacturers both in India and overseas. The Company serves its customers with a diverse range of products including:
• Decals and body graphics
• 2D and 3D appliques and dials
• 3D lux badges & domes
• Overlays
• Aluminium badges
• In-mould label or decoration parts (IML/IMD)
• Lens mask assembly
• Optical plastics / Cover Glass
• Chrome-plated, printed and painted injection moulded plastic parts
The Company also offers a range of aftermarket accessories for 2Ws and PVs under the brand name ‘Transform’.
SJS has the scale and capability to manage 6,700 SKUs and supplied more than 136 Mn parts to 175+ customer locations
across 22 countries during financial year 2023-24.
SJS is a partner, co-creator, and supplier of choice to several leading OEMs with a dominant share of business in India and
focused strategy to increase global presence. In India, SJS supplies directly or indirectly to:
• All Top 7 Two-Wheeler OEMs
• 9 of Top 10 Passenger Vehicle OEMs
• 5 of Top 10 consumer durable OEM
The Company’s robust capabilities, quality performance, price competitiveness and timely delivery have made it a preferred
partner for the world’s renowned and most esteemed brands. SJS has been associated with its 10 largest revenue contributors
for an average of 19 years which is a testament to its strong and trusted customer relationships.
4. EMPLOYEES
20. Details at the end of the year of financial year:
a) Employees and workers (including differently abled):
S. Male Female
Particulars Total (A)
No No. (B) % (B / A) No. (C) % (C / A)
Employees
1. Permanent (D) 194 170 89.5% 24 12.6%
2. Other than Permanent (E) - - - - -
3. Total employees (D + E) 194 170 89.5% 24 12.6%
Workers
1. Permanent (F) 307 271 88.3% 36 11.7%
2. Other than Permanent (G) 950 775 81.6% 175 18.4%
3. Total workers (F + G) 1257 1046 83.2% 211 16.8%
Male Female
S. No Particulars Total (A)
No. (B) % (B / A) No. (C) % (C / A)
Differently Abled Employees
1. Permanent (D) 1 1 100% - -
2. Other than Permanent (E) - - - - -
3. Total employees (D + E) 1 1 100% - -
Differently Abled Workers
1. Permanent (F) 1 1 100% - -
2. Other than Permanent (G) - - - - -
3. Total workers (F + G) 1 1 100% - -
* Key Managerial Personnel includes Managing Director, Wholetime Director, Company Secretary, Chief Executive Officer and Chief Financial
officer.
Indicate
Financial implications of the
whether
S. Material issue Rationale for identifying In case of risk, approach to risk or opportunity (Indicate
risk or
No identified the risk / opportunity adapt or mitigate positive or negative
opportunity
implications)
(R/O)
1. Energy Risk In manufacturing operations, In response to energy management POSITIVE
Management a significant amount of energy risks, the company has adopted Although there are upfront
is usually utilised for various a proactive approach focused expenses associated with
purposes such as operating on promoting energy efficiency installing solar panels,
machinery, providing heating and sustainability throughout its procuring wind power,
and cooling, and lighting operations. This involves a series and making other capital
facilities. Any interruptions of strategic initiatives, including investments, the company
in energy supply, whether the widespread installation of can realise significant long-
caused by power outages, solar panels across its facilities, term cost savings through
fluctuations in prices, or procurement of wind and solar these actions. By reducing
issues with quality, can result power, and reducing electricity its dependence on costly
in operational disruptions. consumption from conventional fossil fuels, such as traditional
These disruptions may lead sources like BESCOM. Additionally, grid electricity, the company
to delays in production the company is actively exploring can mitigate future price
schedules and impact the and investing in energy-efficient fluctuations and stabilise its
quality of products. Besides technologies and increasing energy expenses. Moreover,
the financial consequences, its procurement of power from the implementation of energy-
inadequate energy renewable sources. Furthermore, efficient technologies and
management can also cause the company has installed EV practices further enhances
operational disruptions charging stations and entirely operational efficiency,
for the company, resulting dependent on renewable energy leading to decreased energy
in product delays, quality sources. Notably, the Bengaluru consumption and lower
problems, and interruptions facility has achieved LEED Gold overall costs. Consequently,
in the supply chain. certification (Leadership in Energy this positive impact on the
Efficiency and Environmental Company’s financials can
Design) from the US Green observed over time.
Building Council, underscoring its
commitment to energy efficiency
and environmentally sustainable
practices.
Indicate
Financial implications of the
whether
S. Material issue Rationale for identifying In case of risk, approach to risk or opportunity (Indicate
risk or
No identified the risk / opportunity adapt or mitigate positive or negative
opportunity
implications)
(R/O)
2. Water & Waste Risk Water is essential for cooling In response to the water and POSITIVE
Management machinery, cleaning parts, waste management risks inherent The comprehensive water
and various production in its operations, the Company and waste management
stages, making any has implemented a proactive measures implemented by the
disruptions in supply or usage strategy focused on efficiency, Company not only contribute
restrictions detrimental to sustainability, and regulatory to environmental sustainability
production schedules and compliance. As part of this strategy, but also generate financially
operational effectiveness. The Company has installed water- positive results. By optimising
Moreover, water scarcity efficient fixtures such as low-flow water usage and minimising
in operational regions can toilets and faucets to minimise wastage, the facility can
lead to supply shortages, water consumption. Additionally, significantly reduce its water
increased costs, and potential staff members receive thorough consumption, resulting
conflicts over resources. training in proper water in lower water bills and
On the waste management management techniques to ensure operational costs. Additionally,
front, the generation of responsible usage throughout the improved wastewater
wastewater containing organisation. treatment can help the facility
pollutants necessitates The Company has established avoid regulatory fines, which
careful handling to prevent efficient wastewater treatment can protect the company’s
environmental pollution and processes, including Sewage financial resources. Moreover,
health hazards. Regulatory Treatment Plants (STP) and by demonstrating responsible
compliance is paramount in Effluent Treatment Plants (ETP). water management practices,
both water usage and waste These facilities process liquid the Company can enhance
management to avoid fines, waste, converting it into reusable its reputation, potentially
legal repercussions, and water and sludge, thereby attracting environmentally
damage to the company’s minimising environmental impact conscious customers and
reputation. and promoting resource efficiency. investors, thereby positively
The treated water derived from impacting sales, and revenue.
this process is reused for purposes Moreover, the zero liquid
such as toilet flushing and discharge mechanism
gardening. minimises disposal costs and
Furthermore, the Company potential fines associated
has installed Reverse Osmosis with improper waste disposal.
(RO) water plants to ensure Therefore, while initially
access to high-quality water investing in water and waste
for manufacturing processes. management infrastructure
Company has implemented a zero and initiatives may incur
liquid discharge mechanism which upfront costs, the long-term
ensures that no liquid waste is financial benefits far outweigh
discharged from the facility. these expenses, ultimately
To ensure the safe and responsible generating positive results for
disposal of waste, the sludge the Company.
is handed over to authorised
vendors who specialise in its
appropriate management and
disposal. Through these measures,
the Company effectively mitigates
water and waste management risks,
demonstrating its commitment to
environmental stewardship and
sustainability while safeguarding
its operations and reputation.
Indicate
Financial implications of the
whether
S. Material issue Rationale for identifying In case of risk, approach to risk or opportunity (Indicate
risk or
No identified the risk / opportunity adapt or mitigate positive or negative
opportunity
implications)
(R/O)
3. Waste & Risk The manufacturing process The Company has implemented POSITIVE
Hazardous involves the use of various a comprehensive waste First, the company has adopted
Materials raw materials and chemicals, management plan to address the waste reduction strategies
Management some of which may be risks associated with waste and such as lean manufacturing
hazardous to human health materials management effectively. principles to minimise waste
and the environment. To ensure efficient waste disposal, generation at the source
Improper handling, storage, the Company engages waste and optimise production
or disposal of these materials collection agents appointed by processes. Strict protocols
can lead to contamination Local Authorities, who conduct and training programs
of soil, water, and air, posing regular pickups according to should be established for the
risks to ecosystems and scheduled intervals. proper handling, storage,
human health. Additionally, In handling hazardous waste, and disposal of hazardous
regulatory non-compliance the Company has established materials to mitigate health
regarding waste management a well-defined plan to ensure and safety risks.
can result in legal penalties, proper identification and storage Further to better waste
fines, and damage to the practices, minimising the risk management practices, the
company’s reputation. of spillage. Hazardous waste is Company is in the process of
Packaging plays a crucial exclusively disposed of through establishing procedures.
role in the supply chain of authorised parties, with meticulous
finished products, ensuring records maintained to track
their safe transportation disposal activities.
and delivery to customers. Additionally, the Company
However, excessive or non- categorises waste into three
sustainable packaging can distinct levels of risk, each
contribute to resource accompanied by appropriate
depletion, waste generation, packaging and labelling for easy
and environmental pollution. identification during emergencies.
By adopting eco-friendly By adhering to these waste
packaging materials and management practices, the
optimising packaging designs Company demonstrates its
to reduce material usage, commitment to environmental
the company can minimise responsibility and the promotion
its carbon footprint and of a safe working environment.
conserve natural resources. The company has taken the
Furthermore, implementing additional step of registering on
responsible disposal practices, Extended Producer Responsibility
such as recycling or reusing (EPR) platforms. This indicates
packaging materials, helps the company’s commitment to
divert waste from landfills environmental sustainability
and reduces environmental and its willingness to actively
pollution. participate in programs aimed at
reducing its environmental impact.
Indicate
Financial implications of the
whether
S. Material issue Rationale for identifying In case of risk, approach to risk or opportunity (Indicate
risk or
No identified the risk / opportunity adapt or mitigate positive or negative
opportunity
implications)
(R/O)
4. Product Opportunity Ensuring product quality and - POSITIVE
Quality & safety presents significant The Company’s commitment
Safety opportunities for the company to product quality and
across multiple facets of safety is evident through its
its operations. Company implementation of a rigorous
believes that High-quality and system to uphold essential
safe products are essential standards. This unwavering
for maintaining customer dedication has led to
satisfaction and loyalty. remarkable outcomes, with
Product quality and safety can the Company successfully
serve as key differentiators avoiding instances of product
in a competitive market recalls or losses that could have
to attract new customers, otherwise posed significant
retain existing ones, and financial implications.
even justify premium pricing, Furthermore, by consistently
ultimately strengthening adhering to stringent quality
the company’s position in and safety protocols, the
the market. By addressing Company has not only
potential issues early in the safeguarded its reputation
product development and but also fostered unwavering
manufacturing processes, the trust among its customers.
company can avoid the need This trust has translated into
for costly rework, recalls, or increased customer loyalty
product failures. and satisfaction, driving repeat
business and strengthening
the Company’s position in
the market. Additionally,
the Company’s proactive
approach to quality assurance
has enabled it to identify
and address potential issues
early on, further enhancing
its ability to deliver superior
products that meet customer
expectations. Overall,
the Company’s steadfast
commitment to product
quality and safety has not
only mitigated risks but also
positioned it for sustained
success and growth in the
marketplace.
Indicate
Financial implications of the
whether
S. Material issue Rationale for identifying In case of risk, approach to risk or opportunity (Indicate
risk or
No identified the risk / opportunity adapt or mitigate positive or negative
opportunity
implications)
(R/O)
5. Employee Risk The utilisation of heavy The Company has implemented POSITIVE
Health & machinery, chemicals, and an effective employee health The Company’s unwavering
Safety other hazardous materials and safety management system, commitment to product
can present substantial risks encompassing the identification quality and safety has resulted
to the health and safety of and management of workplace in impressive outcomes,
employees if not effectively hazards, the implementation including the avoidance of
managed. Compliance of suitable safety measures, product recalls and losses.
with occupational health and comprehensive training Through a rigorous adherence
and safety regulations is for employees on the usage of to stringent standards,
imperative, as employers Personal Protective Equipment the Company has not only
are legally obligated to (PPE) and safety protocols for safeguarded its reputation
provide a safe and healthy handling hazardous materials. but also cultivated unwavering
work environment. Failure The Company has established trust among its customers,
to do so can lead to legal mechanisms to monitor safety- leading to increased loyalty
liabilities, financial penalties, related incidents, enabling timely and satisfaction. Proactively
and reputational damage for intervention and preventive addressing potential issues
the company. It is crucial for measures. has further enhanced the
companies to prioritise proper To mitigate workplace hazards, Company’s ability to deliver
management of these risks the Company has implemented superior products, positioning
to ensure the well-being of engineering controls, such as it for sustained success and
their employees and maintain machine guards and ventilation growth in the marketplace.
compliance with occupational systems, that effectively reduce
health and safety regulations. or eliminate associated risks.
Additionally, the provision of
appropriate PPE, including
gloves, safety glasses, shoes, and
respirators, plays a crucial role
in safeguarding employees from
workplace hazards.
By prioritising employee health
and safety through comprehensive
management systems, effective
training, and the implementation
of necessary safety measures, the
Company fosters a secure work
environment, mitigates risks,
and ensures the well-being of its
employees.
Indicate
Financial implications of the
whether
S. Material issue Rationale for identifying In case of risk, approach to risk or opportunity (Indicate
risk or
No identified the risk / opportunity adapt or mitigate positive or negative
opportunity
implications)
(R/O)
6. Business Risk and RISK To leverage the evolving market POSITIVE
Model Opportunity The Company acknowledges dynamics, SJS has successfully By continually introducing
Resilience that failing to align innovation expanded its range of products new and improved products,
with market trends and to include state-of-the-art, the Company has effectively
customer preferences premium offerings such as IML/ differentiated itself in the
poses a risk of decreased IMD parts, 3D appliques, lens mask market, expanded its reach,
sales and market share. assemblies, and aluminium badges. and attracted a wider customer
Additionally, technological The Company has established a base. This strategic approach
advancements present a risk dedicated team focused on new has resulted in remarkable
of product obsolescence. product development (NPD), growth in both revenues and
Neglecting to foster a resulting in the introduction of profits. Moreover, the financial
culture of risk awareness four to five innovative products benefits derived from product
within the organisation over the past three to four years. innovation provide the
poses a risk of missed By strategically diversifying its Company with the resources
opportunities. Fluctuations in product portfolio and investing in needed to invest in ongoing
consumer demand, economic NPD, SJS remains at the forefront research and development
conditions, and geopolitical of industry trends and is poised initiatives, ensuring its
factors can lead to market to capitalise on emerging market sustained competitive
volatility. Proactively opportunities. advantage and market
identifying and addressing leadership over the long term.
these risks is crucial for Moreover, innovation enables
maintaining competitiveness the Company to optimise
and long-term success. production processes, reduce
OPPORTUNITY Embracing costs, and improve operational
innovation as a core efficiency, further contributing
strategic priority enables to profitability.
the Company to navigate
uncertainties and capitalise
on emerging opportunities,
ensuring long-term success
and sustainability in an ever-
changing business landscape.
By exploring new materials,
production processes, and
product designs, the Company
not only distinguishes its
offerings from competitors
but also taps into new
markets and revenue streams.
This proactive approach
to innovation enables the
Company to adapt swiftly
to changing consumer
preferences and market
dynamics, reducing its
vulnerability to external
shocks and disruptions.
Indicate
Financial implications of the
whether
S. Material issue Rationale for identifying In case of risk, approach to risk or opportunity (Indicate
risk or
No identified the risk / opportunity adapt or mitigate positive or negative
opportunity
implications)
(R/O)
7. Supply Chain Risk Recognising and effectively To mitigate the risks associated NEGATIVE
Management managing supply chain risks with supply chain disruptions, Supply chain disruptions can
is crucial for the Company the Company employs several lead to delays in production,
to ensure a reliable and proactive strategies. Firstly, it impacting the timely delivery
efficient flow of materials, maintains a diversified supplier base of products to customers.
components, and finished and cultivates strong relationships These delays can result in
products throughout with multiple suppliers. This increased costs associated
its operations. Potential approach reduces dependency with expedited shipping,
disruptions or failures on any single source, enhancing overtime wages for employees,
within the supply chain the Company’s ability to respond and penalties for failing to
network, involving suppliers, swiftly to disruptions. Additionally, meet contractual obligations.
manufacturers, and logistics the Company has developed a Inefficiencies in supply chain
providers, can have significant comprehensive contingency plan management can result in
consequences. These that is regularly reviewed and either excess inventory or
consequences may include updated to ensure its effectiveness stockouts. Excess inventory ties
production delays, increased in mitigating potential disruptions. up capital and incurs storage
costs, and damage to the By proactively assessing and costs, reducing profitability.
Company’s reputation. Any addressing vulnerabilities in the On the other hand, stockouts
disruption in the supply chain, supply chain, the Company can lead to lost sales opportunities
such as material shortages, pre-emptively mitigate risks. and dissatisfied customers,
transportation delays, or Furthermore, through random negatively impacting revenue
production issues at supplier visits to suppliers, the Company and brand loyalty. Overall,
facilities, can lead to delays monitors and verifies the smooth ineffective supply chain
in product delivery. These functioning of operations, ensuring management can lead to a
delays can result in customer adherence to quality standards cascade of financial challenges,
dissatisfaction, order and reliability. By continuously including increased production
cancellations, and financial monitoring and adapting its costs, lost revenue, reputation
penalties for failing to meet strategies, the Company minimises damage, and regulatory
contractual obligations. the impact of supply chain compliance costs.
disruptions, thereby maintaining a
reliable and resilient supply chain
network.
Indicate
Financial implications of the
whether
S. Material issue Rationale for identifying In case of risk, approach to risk or opportunity (Indicate
risk or
No identified the risk / opportunity adapt or mitigate positive or negative
opportunity
implications)
(R/O)
8. Material Risk The meticulous selection of The Company employs a variety of NEGATIVE:
Sourcing & materials is pivotal in the strategies to ensure the resilience The Company’s financial
Efficiency manufacturing process of of its products when exposed outlook is directly impacted
the Company, as it directly to harsh weather conditions. by material procurement,
impacts the quality and One common approach involves with raw material costs
longevity of the finished applying protective coatings representing a significant
products. It is crucial to select or finishes to parts’ surfaces, expense that can substantially
materials that align with shielding them from damage, affect profitability. Fluctuations
specific criteria to guarantee fading, or discoloration. in material prices, scarcity, or
durability and performance. Additionally, specialised materials, market conditions present
A critical consideration is the such as heat-resistant plastics or challenges and potential cost
materials’ ability to withstand metals, are utilised to withstand increases, which may adversely
the diverse environmental extreme temperatures. Rigorous impact the Company’s
conditions the parts may testing is integral, with products financial performance.
encounter during their subjected to simulations of diverse POSITIVE:
operational lifespan. For weather conditions to evaluate Conversely, the integration of
instance, parts subjected their performance in challenging sustainable and eco-friendly
to extreme temperatures, environments. These meticulous materials, while initially
whether high or low, measures enable the Company incurring higher costs, can lead
necessitate materials resilient to produce products known for to long-term savings. These
enough to endure without their durability, reliability, and materials often offer increased
brittleness or deterioration. outstanding performance across a durability and longer lifespans,
Moreover, materials must range of environmental conditions. reducing the need for frequent
exhibit resistance to the Within the Green Inspired replacements and repairs.
detrimental effects of section of the Company’s Moreover, the adoption
moisture and UV radiation, as Sustainable Procurement Policy, of sustainable materials
exposure to these elements a commitment is made to aligns with the Company’s
can compromise both cultivate an environmentally environmental commitments,
structural integrity and visual friendly and responsible value potentially decreasing waste
appeal. Through careful chain in accordance with local management and disposal
material selection that meets environmental regulations. expenses. As a result, strategic
these stringent criteria, the Particular emphasis is placed utilisation of sustainable
Company ensures that its on reducing carbon emissions, materials can yield financial
products maintain optimal minimising water usage, managing benefits while demonstrating
performance and aesthetics hazardous materials and toxic the Company’s dedication to
over time. waste, and promoting the adoption environmental responsibility.
of renewable energy sources. The
principles of “reduce, reuse, and
recycle” are endorsed to minimise
waste generation and promote
responsible resource consumption,
including sustainable practices in
packaging materials. Moreover,
the Company expects suppliers
to establish and maintain robust
Quality Management Systems,
comply with relevant local
regulations, participate in training
programs, conduct management
reviews and internal audits, and
monitor and minimise their
environmental impact through the
adoption of green initiatives and
sustainable practices.
Indicate
Financial implications of the
whether
S. Material issue Rationale for identifying In case of risk, approach to risk or opportunity (Indicate
risk or
No identified the risk / opportunity adapt or mitigate positive or negative
opportunity
implications)
(R/O)
9. Advancements Risk and The manufacturing sector To proactively mitigate the POSITIVE
in technology Opportunity has undergone a significant risks linked to technological The Company acknowledges
transformation propelled by advancements, the Company is the significant impact that
technological advancements actively enhancing its capabilities technological advancements
like 3D printing and to introduce in-mould electronics can have on its financial
digital design tools. This (IME) solutions. These solutions performance, recognising
evolution has extended to have seen growing applications the potential for positive
automotive aesthetic parts across various industries, including outcomes from the acquisition
manufacturers, presenting two-wheelers, passenger vehicles, such as improved efficiency,
lucrative opportunities. These consumer appliances, and electric enhanced quality control, and
innovations empower the vehicles (EVs). By offering these expanded product offerings.
creation of intricate designs, innovative products, the Company However, it also acknowledges
personalised components, aims to expand its customer base the possibility of negative
and more efficient production not only within the consumer financial implications,
processes. Embracing such appliances industry but also in the including substantial initial
technological advancements medical devices sector. investments, implementation
enables companies to gain To facilitate the successful disruptions, and ongoing
a competitive edge, develop implementation of these investment requirements.
unique products, and improve advancements, the company has In order to make prudent
profitability. However, it’s made acquisition of Walter Pack decisions, the Company
vital to acknowledge that India (WPI) to reinforce our market conducts thorough
investing in new technologies leadership in the decorative assessments of the costs
comes with considerable aesthetics industry. and benefits associated with
costs, necessitating a The acquisition of Walter Pack adopting new technologies.
thorough assessment of represents a significant growth By carefully evaluating the
potential benefits and risks. catalyst for SJS, offering abundant potential financial impact,
The Company prioritises opportunities across IMD, IML, the Company can make
technology development, IMF, and IME technologies within informed decisions regarding
viewing it as a pivotal the PV and consumer segments. the adoption of technology,
component of its unique These technologies, including taking into account both
selling proposition (USP) large in-mould forming and short-term and long-term
and allocating substantial decoration, enhance our capacity financial considerations. This
resources accordingly. to supply sizable IMF panels for strategic approach enables
In line with its vision, the washing machines. With expertise the Company to leverage the
Company aims for excellence in 1K and 2K injection moulding opportunities presented by
by exploring the possibilities and IMD, we are poised to expedite technological advancements
of colors, materials, textures, our entry into the medical devices while minimising any potential
and functionality. Their sector. Going forward, we will financial risks.
objective is to craft visually also assess additional acquisition
captivating and sensorially proposals that we deem beneficial
pleasing products that offer to enhancing the Company’s value
intuitive delight. They aspire proposition.
to lead the aesthetic and
functional industrial graphic
parts industry, leveraging
specialised design and
printing technologies to
achieve their goals.
S.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No
Policy and management processes
1. a) Whether your entity’s policy/ Yes Yes Yes Yes Yes Yes No Yes Yes
policies cover each principle
and its core elements of the
NGRBCs. (Yes/No)
Particulars of the Policies
Stakeholder Management
Supplier Code of conduct
Environmental Policy
Human Rights Policy
Code of Conduct for
Responsibility Policy
Corporate Social
bribery policy
Privacy Policy
Employees
Policy
-
b) Has the policy been approved Yes Yes Yes Yes Yes Yes - Yes Yes
by the Board? (Yes/No)
c) Web Link of the Policies, if The Company’s policies can be accessed at the given link: https://www.sjsindia.com/investors.
available html#policies
Moreover, in light of the operations and the imperative of upholding confidentiality, a subset of
the Company’s policies can be conveniently accessed through the intranet platform exclusively
designated for internal use. The intranet functions as a comprehensive repository for a
multitude of policies that regulate the operations and comportment within the organisation.
2. Whether the entity has translated Yes Yes Yes Yes Yes Yes - Yes Yes
the policy into procedures.
(Yes / No)
3. Do the enlisted policies extend to Not all the enlisted policies may extend to our value chain partners.
your value chain partners? We wish to clarify that while the Company is committed to upholding the highest standards
(Yes/No) of ethical and sustainable business practices, our policies and practices are limited to our own
operations and do not extend to our value chain partners.
The Company ensures that its suppliers/contractors comply with the law of the land by getting
such clauses incorporated in their respective contracts/agreements and terms and conditions
of the tenders.
4. Name of the national and ISO ISO ISO- - ISO ISO - - ISO
international codes /certifications/ 9001 14001/ 45001 14001 / 14001 9001 /
labels / standards (e.g. Forest IATF ISO- *ISO 14001 /
Stewardship Council, Fairtrade, 16949 45001 50001 IATF
Rainforest Alliance, Trustee) 16949
standards (e.g. SA 8000, OHSAS,
ISO, BIS) adopted by your entity In addition to these standards, the Company’s operations are also guided by the National
and mapped to each principle. Guidelines on Responsible Business Conduct (NGBRC), further demonstrating its commitment
to responsible business practices.
*The Company has initiated the process for obtaining the certification and remains focused
on fulfilling the requirements of ISO 50001 certification and aims to successfully obtain the
accreditation within September 2024.
S.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No
5. Specific commitments, goals and
targets set by the entity with Specific commitments, Base Year Target Expected Results
defined timelines, if any. goals and targets Year
Environment 2022-23 2023-24 Our short-term goal is to reduce carbon
• To reduce the emissions by the financial year 2023-
carbon emissions 24 through complete energy offsetting,
relying entirely on renewable sources,
thereby significantly reducing our carbon
footprint.
• Inclusion of 2023-24 2028-29 Our medium-term goal is to eliminate
bioplastic in our conventional plastics from our operations
operations by integrating 30% bioplastics by the
financial year 2028-29.
• To increase the 2022-23 2023-24 Our short-term goal is to increase the
consumption of consumption of renewable energy by 50%
Renewable Energy in our operations by 2023-24 through the
implementation of sustainable energy
sources and efficiency measures.
• To reduce electricity 2022-23 2023-24 Our short-term objective is to reduce 80%
consumption and electricity usage through doubling of our
increase solar solar panel capacity coupled with third-
consumption party power by the financial year 2023-24.
Social 2022-23 2025-26 Our medium-term goal is to increase
• To increase the representation of differently abled
differently abled employees by 1% by the financial year
employees by 1% 2025-26.
• To improve gender 2023-24 2028-29 Our medium-term goal is to bolster gender
diversity diversity by launching a new department,
called the Pink Line, which will be entirely
managed by women by the financial year
2028-29.
Governance 2022-23 2024-25 Our short-term goal is to obtain ISO
• To obtain ISO 50001 for designing, implementing and
50001 maintaining an energy management
system by the financial year 2024-25.
• To align Companies 2022-23 2024-25 Our short-term goal is to modify procedures
Sustainability and policies that are sustainability related
goals with Global to align with International Sustainability
Sustainable Rating Assessment Platform.
Platforms.
S.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No
6. Performance of the entity against In response to all the specific commitment goals set by the Company with respect to ESG, the
the specific commitments, goals and performance for the same is mentioned below:
targets along-with reasons in case
the same are not met 1. The Company is delighted to announce a substantial decrease in emissions during the
financial year 2023-24, demonstrating an impressive reduction of Scope 2 emissions
of approximately 71.66% compared to the previous financial year 2022-23. The overall
reduction in Carbon emissions is 69.95% compared to the previous financial year 2022-
23. This accomplishment underscores our unwavering dedication to environmental
sustainability and exemplifies our continued endeavours to mitigate our carbon footprint.
2. The company is actively working towards the goal of incorporating bioplastics into its
operations. In the medium term, the company aims to completely eliminate the use of
conventional plastics by transitioning to 50% bioplastics by the financial year 2028-29.
This initiative aligns with the company’s long-term vision of operating in a way that is
both environmentally sustainable and commercially viable. Through ongoing research,
development, and strategic partnerships, the company is confident in its ability to achieve
this goal and contribute to a more sustainable future.
3. The Company is delighted to share a significant accomplishment in the financial year
2023-24:
• Wherein our renewable energy consumption witnessed a remarkable rise of 60.07%.
This achievement surpasses our predetermined target of 50%, underscoring our
commitment to sustainable practices and resource efficiency.
• Wherein the electricity consumption through BESCOM reduced 71.64% compared to
previous year since the consumption from renewable energy increased.
4.
The Company has made substantial progress in meeting its power requirements for
manufacturing through the utilisation of renewable solar energy.
• A significant portion of the electricity needed during the year, approximately 67.61%,
was supplied by third party power. Additional power purchases were made during the
year, totalling an extra 25,62,479 KWH. This represents a 74.06% increase in third-party
power purchases compared to the previous year, 2022-23.
• The total energy consumed from renewable sources accounts for 89.98%, surpassing
our target of 80% renewable energy consumption.
5. The company is actively working towards increasing the representation of differently abled
employees as part of its diversity and inclusion efforts. With a short-term goal of increasing
the representation of differently abled employees by 1% by the financial year 2025-26,
the company is implementing various initiatives to attract, hire, and retain individuals
with diverse abilities. These initiatives include targeted recruitment strategies, accessible
hiring processes, and inclusive workplace policies and accommodations. By fostering an
environment that values diversity and empowers all employees, the company is not only
enhancing its workforce but also contributing to a more inclusive society.
6. The company is dedicated to enhancing gender diversity within its workforce and has
embarked on a strategic initiative to achieve this goal. Through the establishment of a
new department, named the Pink Line, the company aims to create opportunities for
women to thrive in leadership positions. By the financial year 2028-29, the Pink Line will
be fully operational, with women comprising the entire management team. This initiative
not only promotes gender diversity but also empowers women to contribute their unique
perspectives and talents to the company’s decision-making processes. Additionally,
the Pink Line serves as a catalyst for fostering an inclusive work environment where all
employees, regardless of gender, feel valued and supported. Through ongoing efforts to
attract, retain, and advance women in the workplace, the company is demonstrating its
commitment to gender equality and creating a more diverse and equitable organisation.
Tracking the progress of the Pink Line initiative and regularly evaluating its impact allows
the company to make informed decisions and continuously improve its gender diversity
efforts.
S.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No
7. The company has made significant strides towards achieving its short-term goal of
obtaining ISO 50001 certification for its energy management system. A dedicated team has
been tasked with designing, implementing, and maintaining the necessary infrastructure
and processes to meet the requirements of the ISO 50001 standard. Comprehensive
energy audits have been conducted across all facilities to identify areas for improvement
and optimise energy consumption. Additionally, employee training programs have been
initiated to raise awareness about energy efficiency practices and promote a culture of
energy conservation throughout the organisation. As the financial year 2024-25 progresses,
the company remains focused on fulfilling the requirements of ISO 50001 certification and
aims to successfully obtain the accreditation within September 2024.
8. The company has made significant strides in aligning its sustainability goals with Global
Sustainable Rating Platforms. We have aligned policies such as human rights, environmental
policies, and sustainable procurement policies to comply with these requirements. Moving
forward, we are committed to continuing to modify these policies to stay updated and
aligned with international standards.
Additionally, we aspire to achieve various sustainability awards and recognitions. Notably,
the company has been honoured with the prestigious title of “Great Workplace” in the
category of “Small and Mid-Sized Organisations” by the renowned Great Place to Work
Institute®, India. This recognition underscores our dedication to maintaining a conducive
and safe working environment.
Governance, leadership and oversight
7. Statement by director responsible “As a pioneering corporate entity, we are deeply committed to conducting our operations
for the business responsibility with an unwavering focus on sustainability, environmental stewardship, and robust social
report, highlighting ESG responsibility. At the core of our ethos is a dedication to minimising our ecological footprint
related challenges, targets and and driving excellence in corporate governance. We strive to lead by example, continuously
achievements advancing initiatives to reduce greenhouse gas emissions, enhance energy efficiency, and
innovate waste management practices. Our pursuit of exceptional progress in these pivotal
areas is driven by a steadfast determination to create lasting, transformative impacts within
the communities we serve.
Moreover, we harness our steadfast determination to make lasting, transformative contributions
to the communities we serve. When it comes to reporting our accomplishments, we take
immense pride in trumpeting our extraordinary achievements. The financial year 2023-24
marked significant milestones for us, particularly in environmental sustainability. We achieved
a remarkable 71.66% reduction in Scope 2 carbon emissions, contributing to an overall 69.95%
decrease in our carbon footprint. These achievements underscore our unwavering dedication
to environmental stewardship and our proactive approach to mitigating climate impact.
Moreover, we exceeded expectations in renewable energy consumption, surpassing our 50%
target and reducing reliance on conventional electricity sources by 71.64%. Our total energy
consumption from renewables soared to an impressive 89.98%, well above our 80% goal.
These strides demonstrate our commitment to enhancing energy efficiency and leveraging
sustainable resources.
Inclusivity remains a cornerstone of our corporate ethos. We are steadfast in our efforts to
enhance the representation of differently abled employees through inclusive hiring practices
and supportive workplace policies. Likewise, our commitment to gender diversity is evident as
we strive for parity within our management team, empowering women leaders and fostering a
culture of inclusion across our organisation.
These initiatives are integral to our overarching ESG vision, which prioritises sustainable
operations, diversity promotion, and positive societal impact. By setting ambitious targets
and implementing robust strategies, we aim not only to meet but to exceed the expectations
of our stakeholders, while advancing our commitment to responsible business practices
and sustainable growth. Our unequivocal dedication to cultivating a safe, nurturing work
environment has earned us the prestigious distinction of being recognised as a “Great
Workplace” by the venerable Great Place to Work Institute® fifth time in a row.
S.
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No
Aligned with our purpose, we forge transformative partnerships to champion cancer research,
provide firm support to 200 underprivileged women with vocational trainings., empower
brick lane workers through comprehensive welfare programs, deliver crucial educational and
healthcare resources to marginalised communities, offer solace and rehabilitation to orphans
and extend medical care to the underprivileged.
Fueled by steadfast dedication, strong leadership, and an unwavering quest for excellence, we
are committed to setting new benchmarks in our industry and shaping a sustainable future
for the collective benefit. We invite others to join us on this transformative journey toward a
brighter, more resilient world.”
Sanjay Thapar, CEO and Executive Director
DIN: 01029851
8. Details of the highest authority The individual who holds the highest authority for the implementation and oversight of
responsible for implementation the Business Responsibility policies is Mr. Sanjay Thapar. With his role as CEO & Executive
and oversight of the Business Director, Mr. Thapar has been specifically designated to ensure the effective implementation
Responsibility policy(ies). and adherence to the policy, safeguarding its objectives and principles. His expertise and
leadership play a crucial role in upholding the organisation’s commitment to responsible
business practices.
9. Does the entity have a specified Risk Management Committee has been tasked with decision-making authority on all aspects
Committee of the Board/ Director related to sustainability issues.
responsible for decision making on Composition of Risk Management Committee
sustainability related issues? (Yes /
No). If yes, provide details Sl. No Name of the member Designation
1 Mr. Sanjay Thapar Chairman (CEO & Executive Director)
DIN : 01029851
2 Mrs. Veni Thapar Member (Independent Director)
DIN : 01811724
3 Mr. K A Joseph Member (Managing Director)
DIN : 00784084
Subject for Review Indicate whether review was undertaken by Frequency (Annually/ Half yearly/ Quarterly/
Director / Committee of the Board/ Any other Any other – please specify)
Committee
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against above policies Yes, performance against enlisted policies and Annually
and follow up action necessarily follow up actions are duly reviewed
by the Risk Management Committee as well as
the Board of Directors
Compliance with statutory Yes, we comply with statutory requirements Quarterly
requirements of relevance to the relevant to the principles and review was
principles, and, rectification of any undertaken by the Board of Directors.
non-compliances
11. Independent assessment/ evaluation of the working of its policies by an external agency:
12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles material to - - - - - - Yes - -
its business (Yes/No)
The entity is not at a stage where it is in a position to - - - - - - No - -
formulate and implement the policies on specified
principles (Yes/No)
The entity does not have the financial or/human and - - - - - - No - -
technical resources available for the task (Yes/No)
It is planned to be done in the next financial year - - - - - - No - -
(Yes/No)
Any other reason (please specify) - - - - - - Please - -
refer
note 1
Note:
1) The Company has made a conscious effort to align its business practices with various public advocacy forums that promote
social, environmental, and ethical values. By doing so, the Company is able to operate in a way that is not only profitable,
but also responsible towards society and the environment.
As a member in these forums, the Company has exhibited its dedication to social responsibility by actively engaging in
initiatives and programs that endorse sustainable business practices. The Company may share its expertise to help in the
formulation of public policy, but we do not directly engage in advocacy activities and hence do not have a specific policy
for this purpose.
The Company’s governance framework is deeply rooted in its dedication to ethical and legal business conduct, shared by all
stakeholders from the Board of Directors to every employee. Emphasising enduring relationships and value provision through
agility and innovation, SJS ensures that clients realise tangible results. Upholding personal responsibility and commitment
fulfillment, the Board has established a “Code of Conduct for Directors and Senior Management” in line with SEBI’s Listing
Regulation, ensuring adherence across all operations.
The Company maintains high standards of professionalism, honesty, integrity, and transparency, supported by a Stakeholder
Management Policy encouraging reporting of non-compliance and improper behaviour. In exceptional cases, direct contact
with key figures such as the Chairman, CEO, or Chairperson of the Audit Committee is facilitated. Furthermore, the Company’s
“Code of Conduct for Insider Trading and Fair Disclosure” reinforces ethical standards and legal compliance, promoting integrity
in securities trading.
ESSENTIAL INDICATORS:
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:
Total
% age of persons
number of
in respective
training and
Segment Topics / principles covered under the training and its impact category covered
awareness
by the awareness
programmes
programmes
held
Board of Directors 3 (i) An ESG training session was scheduled for Directors and KMP, 100%
and focusing on the company’s actions related to Environmental, Social,
Key Managerial and Governance aspects, particularly within the context of the BRSR
Personnel framework, for the forthcoming years.
(ii) The Company introduced the board to Industry 4.0 highlighting its
transformative potential and impact on manufacture, technology
and further emphasising the predominant need for its adaptability
& Innovation.
(iii) The Board undergoes cybersecurity training to understand practices
to avoid cyber attacks.
Total
% age of persons
number of
in respective
training and
Segment Topics / principles covered under the training and its impact category covered
awareness
by the awareness
programmes
programmes
held
Employees other than 78 (i) Following the installation of renewable energy sources, employees 100%
BOD and KMPs have undergone training emphasising the significance of energy
management.
(ii)
POSH Training is crucial for creating a safe and respectful work
environment, preventing sexual harassment incidents, and ensuring
that everyone understands Company policies and procedures for
dealing with such incidents.
(iii)
EHS Training is vital for creating a safe and healthy workplace,
minimising accidents, and ensuring that employees understand
Company policies and procedures for handling hazardous materials
and situations.
(iv)
Waste Management and Segregation Training is important to
minimise environmental impact, ensure compliance, and educate
employees on handling and disposing of waste responsibly.
(v) Human Rights Training is critical to ensure employees understands
and respects human rights, creating a diverse and inclusive workplace
that values and respects all employees.
Workers 162 (i) Following the implementation of renewable energy sources, workers 100%
have undergone training sessions emphasising the significance of
energy management.
(ii)
POSH Training is crucial for creating a safe and respectful work
environment, preventing sexual harassment incidents, and ensuring
that everyone understands Company policies and procedures for
dealing with such incidents.
(iii)
EHS Training is vital for creating a safe and healthy workplace,
minimising accidents, and ensuring that workers understand
company policies and procedures for handling hazardous materials
and situations.
(iv)
Waste Management and Segregation Training is important to
minimise environmental impact, ensure compliance, and educate
workers on handling and disposing of waste responsibly.
(v) Human Rights Training is critical to ensure employees understands
and respects human rights, creating a diverse and inclusive workplace
that values and respects all employees and workers.
• The Company strongly advocates for the growth and advancement of its workforce, recognising it as essential for achieving
organisational objectives and fostering prosperity. To this end, we have instituted training and awareness initiatives
tailored for the Board of Directors, Key Managerial Personnel, employees, and labour force. These initiatives are designed
to bolster the team’s competencies, knowledge, and adherence to best practices, equipping them to navigate the dynamic
business landscape effectively.
• These programs serve to deepen our team members’ comprehension of the company’s ethos and aspirations, empowering
them to actively contribute to our sustained growth. We view these initiatives as pivotal investments in our personnel
and remain steadfast in our commitment to furnish the requisite resources and assistance to ensure their efficacy.
2. etails of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings
D
(by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the
financial year, in the following format:
MONETARY
Name of the regulatory/ Has an appeal
Particulars NGRBC Principle enforcement agencies/ Amount (In INR) Brief of the Case been preferred?
judicial institutions (Yes/No)
Penalty/ Fine NIL NIL NIL NIL NIL
Settlement NIL NIL NIL NIL NIL
Compounding fee NIL NIL NIL NIL NIL
NON-MONETARY
Name of the
regulatory/
Has an appeal been
Particulars NGRBC Principle enforcement Amount (In INR) Brief of the Case
preferred? (Yes/No)
agencies/ judicial
institutions
Imprisonment NIL NIL NIL NIL NIL
Punishment NIL NIL NIL NIL NIL
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary
or non-monetary action has been appealed:
Considering that the Company has not filed any appeal/revision, the particular section is not applicable.
Does the entity have an anti- Yes, the Company has an Anti-Bribery and Anti-Corruption Policy which provides the requirements in
corruption or anti-bribery policy? detail. The said policy can be accessed at the below mentioned link.
If yes, provide details in brief and if
https://www.sjsindia.com/investors.html#policies
available, provide a web-link to the
policy. The Company is dedicated to preventing, deterring, and uncovering instances of fraud, bribery, and
any other unethical business behaviours. Our policy mandates conducting all business operations
with utmost honesty, integrity, and ethical standards, rigorously enforced across all operations to
avoid any engagement in bribery or corruption. In alignment with this pledge, the Company has
instituted the Anti-Bribery and Anti-Corruption Policy, prohibiting any form of bribery or corruption
and ensuring transparent and accountable business conduct.
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption:
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Directors NIL NIL
KMPs NIL NIL
Employees NIL NIL
Workers NIL NIL
• There was no disciplinary action that has been initiated against any director, KMP, employees or workers of the Company
by any law enforcement agency for charges of bribery or corruption.
• We maintain a zero-tolerance policy towards corruption, and we are committed to upholding the highest standards of
ethical conduct and transparency in all our business dealings. We believe that transparency and accountability are critical
to building trust with our stakeholders, and we will continue to work towards promoting a culture of integrity throughout
our operations.
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Number Remarks Number Remarks
Number of complaints received in relation to issues of NIL None NIL None
Conflict of Interest of the Directors
Number of complaints received in relation to issues of NIL None NIL None
Conflict of Interest of the KMPs
• We prioritise the avoidance of conflicts of interest among our directors and KMPs, as it can negatively affect our
stakeholders and reputation. To address this, we have established policies and procedures to identify and resolve any
conflicts of interest, ensuring our leaders act in the best interests of the company and stakeholders.
• We are dedicated to handling potential conflicts of interest responsibly and upholding the highest ethical standards
among all our Directors and KMPs.
7. Corrective Actions:
Provide details of any corrective action taken or underway on This section is not applicable to the Company as there were no fines
issues related to fines / penalties / action taken by regulators/ / penalties / action taken by regulators/ law enforcement agencies/
law enforcement agencies/ judicial institutions, on cases of judicial institutions, on cases of corruption and conflicts of interest.
corruption and conflicts of interest
8. Number of days of account payable ((Accounts payable *365) / Cost of goods/services procured) in the
following format:
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Number of days of accounts Payables 61 68
9. Open-ness of Business
Provide details of Concentration of purchase and sales with trading houses, dealers, and related parties along -with loans and
advances & investments, with related parties, in the following format:
FY 2023-2024 FY 2022-2023
Parameter Metrics
(Current Financial Year) (Previous Financial Year)
Concentration of purchases a. Purchases from trading houses as % of total 97.71% 99.64%
purchases
b.
Number of Trading houses where purchases 136 144
are made from
c. Purchases from top 10 Trading houses as % of 58.50% 62.09%
total purchases from trading houses
Concentration of Sales a. Sale to dealers / distributed as % of total sales 96.88% 99.51%
b.
Number of dealers / distributions to whom 192 180
sales are made
c. Sales upto 10 dealers / distributors as % of total 75.80% 82.90%
sales to dealers / distributors
FY 2023-2024 FY 2022-2023
Parameter Metrics
(Current Financial Year) (Previous Financial Year)
Share of RPTs in a.
Purchases (Purchases with related parties / 2.29% 0.36%
Total Purchases)
b. Sales (Sales to related parties / Total Sales) 3.12% 0.49%
c. Loans & advances (Loans & advances given to 100% 100%
related parties / Total loans & advances)
d. Investments 98.05% 94.58%
(Investments in related parties / Total
Investments made)
LEADERSHIP INDICATORS:
1. Awareness programmes conducted for value chain partners on any of the principles during the financial year:
Does the entity have processes in place Yes, the company has established a comprehensive Code of Conduct for all members of the
to avoid/ manage conflict of interests Board, which mandates that Directors always act in the best interests of the company. This code
involving members of the Board? (Yes/ also stipulates that any personal or business associations they may have should not conflict with
No) If Yes, provide details of the same the company’s operations. In the event of any actual or potential conflicts of interest, Directors
are required to promptly report such conflicts and seek necessary approvals as per applicable laws
and company policies.
Furthermore, the company receives annual declarations from its Board of Directors and all
employees, confirming their adherence to the Code of Conduct, which includes provisions for
dealing with conflicts of interest.
We recognise that as a Company, we have a responsibility to reduce our environmental impact and contribute to sustainable
development. By providing goods and services in a sustainable manner, we can reduce waste, emissions, and other negative
environmental impacts.
Providing goods and services in a sustainable and safe manner is critical for the Company’s success and for building a
responsible and sustainable business. By prioritising sustainability and safety, the Company has enhanced reputation, reduced
risks, and contributed to a more sustainable future. The Company remains committed to upholding this principle and will
continue to seek ways to improve our sustainability and safety practices.
Providing sustainable and safe goods and services is important for protecting stakeholders’ health, reducing environmental
impact, and enhancing reputation.
ESSENTIAL INDICATORS:
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
environmental and social impacts of product and processes to total R&D and capex investments made by the
entity, respectively:
*While the Company has made investments in research and development (R&D) and Capex in both the Current and Previous
Financial Years, there is currently no detailed breakdown or categorisation available to assess the specific environmental
and social impacts resulting from these investments. However, our steadfast dedication to innovation and technological
advancements has yielded remarkable outcomes. Through the utilisation of cutting-edge solutions and the adoption of
innovative practices, we have successfully reduced our environmental footprint.
2. Sustainable sourcing:
Does the entity have procedures in place for The Company maintains strong collaborative relationships with its vendors, suppliers,
sustainable sourcing? (Yes/No) and service providers, integrating them into its business strategies and growth plans.
To ensure sustainable sourcing, the Company has implemented rigorous procedures
for selecting, assessing, and monitoring both new and existing suppliers of raw
materials and outsourced services. These procedures enable the Company to partner
with suppliers who share its values and sustainable practices, while continuously
monitoring their performance to ensure adherence to environmental standards and
regulations. This approach promotes responsible sourcing practices throughout the
supply chain, reducing the environmental footprint of the Company’s operations.
Embedded within its Sustainable Procurement policy is the Green Inspired section,
which aims to establish an environmentally responsible value chain in compliance
with local environmental laws and regulations. Priorities include reducing carbon
emissions, water usage, hazardous materials, and toxic waste, as well as promoting
the adoption of renewable energy sources. The policy advocates for the “reduce,
reuse, and recycle” approach to minimise waste and promote responsible resource
consumption, including in packaging materials. Additionally, suppliers are required
to establish a Quality Management System and adhere to local regulations, training,
registrations, management reviews, and internal audits. Furthermore, the Company
encourages its suppliers to embrace green initiatives and practices to monitor and
mitigate their environmental impact.
If yes, what percentage of inputs were sourced 100%
sustainably?
3. Processes in place to reclaim products for reuse, recycle and safe disposal of products at the end of life:
Describe the processes in place to safely reclaim Recognising the significance of product marking in facilitating effective reclamation
your products for reusing, recycling and disposing and recycling, the Company has established a standardised system for marking its
at the end of life, for (a) Plastics (including products. Each part produced is clearly labelled with a raw material code, such as
packaging) (b) E-waste (c) Hazardous waste and >ABS< for Acrylonitrile Butadiene Styrene or >PMMA< for Polymethyl Methacrylate,
(d) other waste. providing vital information about the materials used.
This marking system serves as a crucial identification tool for end users and recycling
facilities, enabling easy sorting and processing of materials for recycling or reuse. By
ensuring efficient material separation, the Company minimises waste and promotes
environmental sustainability.
Through the implementation of this robust product marking system, the Company
underscores its dedication to environmentally responsible practices. This ensures
that their products are managed in an environmentally sustainable manner, reducing
their environmental impact and contributing to the establishment of a circular
economy.
Whether Extended Producer Responsibility (EPR) Yes, Extended Producer Responsibility (EPR) is applicable to the entity’s activities.
is applicable to the entity’s activities (Yes / No). The waste collection plan is in line with the EPR plan submitted to Pollution Control
If yes, whether the waste collection plan is in line Board.
with the Extended Producer Responsibility (EPR)
plan submitted to Pollution Control Boards? If not,
provide steps taken to address the same.
LEADERSHIP INDICATORS:
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format?
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of
your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other
means, briefly describe the same along-with action taken to mitigate the same:
3. Percentage of recycled or reused input material to total material (by value) used in production (for
manufacturing industry) or providing services (for service industry):
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled,
and safely disposed, as per the following format:
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Re-Used Recycled Safely Re-Used Recycled Safely
Disposed Disposed
Plastics (including packaging) - - 6,98,860 - - 5,97,093
E-waste - - - - - 480
Hazardous waste - 230 1,625 - 180 420
Other waste - - - - - -
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category:
As a company, we acknowledge the importance of prioritising the welfare of all our employees, both within our organisation
and across our value chains. This commitment stems not only from ethical considerations but also from the understanding
that it fosters a conducive business environment.
Our pledge involves establishing a safe and supportive workplace environment, devoid of discrimination or harassment.
Recognising our employees as invaluable assets, we are dedicated to equipping them with the necessary resources and
assistance to safeguard their well-being. This encompasses access to comprehensive health and wellness initiatives, ample
training and development avenues, and equitable compensation packages.
Moreover, we recognise the vital role played by our suppliers and partners in our value chain. Hence, we are devoted to
collaborating with them to ensure the promotion of employee welfare within their organisations. By closely engaging with our
suppliers, we ensure alignment with our ethical and social standards, providing them with the requisite guidance and support
to uphold these principles.
Prioritising the welfare of all our employees, from our workforce to our partners, not only aligns with our moral compass
but also cultivates a positive and productive work culture. This, in turn, fosters heightened employee engagement, amplified
productivity, and ultimately, enhanced profitability.
ESSENTIAL INDICATORS:
1. A) Details of measures for the well-being of employees:
% of employees covered by
Accident Maternity
Health insurance Paternity Benefits Day Care facilities
Category Total insurance benefits
(A) Number % Number % Number % Number % Number %
(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A)
Permanent employees
Male 170 170 100% 170 100% - - - - - -
Female 24 24 100% 24 100% 24 100% - - 24 100%
Total 194 194 100% 194 100% 24 12.3% - - 24 12.3%
Other than Permanent employees
Male - - - - - - - - - - -
Female - - - - - - - - - - -
Total - - - - - - - - - - -
% of employees covered by
Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care facilities
Category
Total (A) Number Number Number % (D / Number Number
% (B / A) % (C / A) % (E / A) % (F / A)
(B) (C) (D) A) (E) (F)
Permanent workers
Male 271 271 100% 271 100% - - - - - -
Female 36 36 100% 36 100% 36 100% - - 36 100%
Total 307 307 100% 307 100% 36 11.7% - - 36 11.7%
Other than Permanent workers
Male 775 775 100% 775 100% - - - - - -
Female 175 175 100% 175 100% - - - - - -
Total 950 950 100% 950 100% - - - - - -
C. Spending on measures towards well-being of employees and workers (including permanent and other than
permanent) in the following format;
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Cost incurred on well-being measures as a % of total revenue of the company 2.56% 3.24%
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Benefits No. of workers Deducted and No. of workers Deducted and
No. of employees No. of employees
covered as deposited with covered as deposited with
covered as a % of covered as a % of
a % of total the authority a % of total the authority
total employees total employees
workers (Y/N/N.A.) workers (Y/N/N.A.)
PF 100% 100% Yes 100% 100% Yes
Gratuity 100% 100% Yes 100% 100% Yes
ESI 100% 100% Yes 100% 100% Yes
Others – Medi - claim 100% 100% - 100% 100% -
3. Accessibility of workplaces:
Are the premises / offices of the entity Yes, our offices are fully accessible to all employees, including those with disabilities. We
accessible to differently abled employees actively engage with our employees to address and manage their mobility needs, ensuring
and workers, as per the requirements of their input is valued and incorporated into our accessibility initiatives.
the Rights of Persons with Disabilities Act,
Our buildings, rooms, toilets, and recreational areas are designed to be securely accessible,
2016? If not, whether any steps are being
allowing differently abled employees to navigate the premises comfortably and enjoy the
taken by the entity in this regard.
same amenities as their colleagues. Various safety measures, such as handrails and ramps,
are in place to enhance safety and comfort for all employees.
The surrounding area features pathways and dedicated walkways equipped with accessible
stairs and lifts, facilitating easy access for differently abled employees and individuals with
mobility challenges. These features promote inclusivity and ensure that everyone can
navigate public spaces with ease.
Furthermore, there are no restrictions on personal vehicles within the factory premises,
enhancing convenience for all employees.
5. Return to work and Retention rates of permanent employees and workers that took parental leave:
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
worker? If yes, give details of the mechanism in brief:
Yes/No (If Yes, then give details of the mechanism in brief)
Permanent Workers Yes, the Company is committed to providing an inclusive and supportive work environment for all
Other than Permanent Workers employees. As part of this commitment, we have established a grievance redressal mechanism to
address any concerns or issues that employees may have.
Permanent Employees
Other than Permanent Employees Every employee in the company will receive respectful and dignified treatment, free from any
form of discrimination. There shall be no tolerance for Physical, Sexual, Psychological, or Verbal
Harassment or Abuse towards any employee.
Employees are encouraged to communicate their concerns, complaints, grievances, and
suggestions through the following channels:
a. Utilising complaint/suggestion boxes placed strategically within the unit.
b. Contacting business unit heads directly.
c. Registering complaints in writing with the Grievance Desk.
Upon receipt of a grievance, our internal grievance committee will review the matter and utilise an
escalation matrix to determine the most appropriate course of action. This matrix outlines a set of
steps that are designed to facilitate the resolution of the grievance, taking into consideration various
factors such as the severity of the grievance, the seniority of the involved parties, and the timeline for
resolution.
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Total No. of employees / Total No. of employees /
Category employees workers in respective employees workers in respective
/ workers in category, who are % (B / A) / workers in category, who are % (D / C)
respective part of association(s) respective part of association(s)
category (A) or Union (B) category (C) or Union (D)
Total Permanent Employees 194 NIL - 178 NIL -
Male 170 NIL - 160 NIL -
Female 24 NIL - 18 NIL -
Total NIL - 295 NIL -
Permanent 307
Workers
Male 271 NIL - 259 NIL -
Female 36 NIL - 36 NIL -
The Company’s staff and labour force do not possess any acknowledged associations or union affiliations. We maintain the
belief that each individual should receive equitable and respectful treatment, regardless of their affiliations or absence thereof.
We endeavour to cultivate an all-encompassing environment that encourages cooperation and novelty. We pledge to guarantee
that all our staff and labour force are provided with just and unbiased prospects and perks.
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Category On Health and On Skill On Health and On Skill
Total (A) safety upgradation Total (D) safety measures upgradation
No. (B) % (B / A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F / D)
Employees
Male 170 170 100% 170 100% 160 160 100% 160 100%
Female 24 24 100% 24 100% 18 18 100% 18 100%
Total 194 194 100% 194 100% 178 178 100% 178 100%
Workers
Male 271 271 100% 271 100% 259 259 100% 259 100%
Female 36 36 100% 36 100% 36 36 100% 36 100%
Total 307 307 100% 307 100% 295 295 100% 295 100%
FY 2023-24 FY 2022-23
Category (Current Financial Year) (Previous Financial Year)
Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)
Employees
Male 170 17 10% 160 12 7.5%
Female 24 - - 18 - -
Total 194 17 8.76% 178 12 7.5%
Workers
Male 271 3 1.11% 259 5 1.93%
Female 36 - - 36 - -
Total 307 3 0.98% 295 5 1.93%
FY 2023-24 FY 2022-23
Safety Incident/Number Category
(Current Financial Year) (Previous Financial Year)
Lost Time Injury Frequency Rate (LTIFR) (per one Employees NIL NIL
million-person hours worked) Workers 0.71 0.00042
Total recordable work-related injuries Employees NIL NIL
Workers 1 7
No. of fatalities Employees NIL NIL
Workers NIL NIL
High consequence work-related injury or ill-health Employees NIL NIL
(excluding fatalities) Including in the contract Workers NIL NIL
workforce
FY (2023-24) FY (2022-23)
Current Financial Year Previous Financial Year
Pending Pending
Filed during Filed during
resolution at Remarks resolution at Remarks
the year the year
the end of year the end of year
Working Conditions NIL NIL None NIL NIL None
Health & Safety NIL NIL None NIL NIL None
We are pleased to report that our employees and workers have not lodged any grievances regarding their working conditions
or health and safety. This reflects our commitment to providing a secure and healthy working environment for our staff. We
will continue to prioritise employee welfare and maintain the highest standards of safety and health.
% of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Health and safety practices 100%
Working Conditions 100%
Provide details of any In order to address any safety-related incidents and significant risks or concerns identified through health and
corrective action taken safety assessments, we have implemented a structured root cause analysis format for detailed investigations
or underway to address and the formulation of corrective action plans. This procedure is followed at all locations and includes the
safety-related incidents following measures:
(if any) and on significant
1. Establishment of safety committees and works committees.
risks / concerns arising
from assessments of 2. Recognition of employees who have made notable contributions to safety through the Best Safety Kaizen
health & safety practices award.
and working conditions.
3. Identification and reporting of unsafe conditions and unsafe acts.
4. Installation of fire extinguishers in every department.
Display boards promoting awareness about personal protective equipment (PPE) and fire safety classes
throughout the plant.
LEADERSHIP INDICATORS:
1 .
Does the entity extend Yes. The entity provides compensatory coverage in the event of death for employees and workers. The company
any life insurance or any has a workmen compensation policy in place to ensure financial protection for workers and their families in case
compensatory package of workplace accidents resulting in injury, disability, or death. This policy provides coverage for employees and
in the event of death of workers outside the company’s premises during working hours. Further the Company also has Group Personal
(A) Employees (Y/N) (B) Accident policy and Group Medical Compensation. This coverage extends to all types of accidents, including
Workers (Y/N)? those that occur during leave. The workmen compensation policy reflects the company’s commitment to
ensuring the safety and welfare of its workforce and compliance with legal requirements related to occupational
health and safety.
2.
Provide the measures Prior to engaging with any vendors, we conduct thorough due diligence to assess their credibility and compliance
undertaken by the history. This includes reviewing their commitment towards ESG , health and safety and human rights assessment ,
entity to ensure that past performance, and adherence to legal requirements, including statutory deductions and deposits.
statutory dues have
To ensure rigorous compliance with statutory dues across our value chain, we have implemented a comprehensive
been deducted and
vendor survey questionnaire. Within this questionnaire, specific inquiries are made regarding the vendors’
deposited by the value
processes and practices related to statutory deductions and deposits. By integrating this questionnaire into our
chain partners.
vendor survey process, we establish clear expectations regarding legal compliance and accountability throughout
our supply chain.
Vendors must demonstrate adherence to all relevant legal requirements, including statutory obligations related to
labour laws, environmental regulations, and any other applicable laws and regulations in their jurisdiction.
3. Provide the number of employees / workers having suffered high consequence work related injury / ill-health /
fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable
employment or whose family members have been placed in suitable employment:
4.
Does the entity provide transition Yes. In case of those who retire from employment, the organisation ensures that all the
assistance programs to facilitate continued financial transactions and settlements are completed as soon as possible, so that it provides
employability and the management of them with the necessary financial security. This includes all those settlements which have to
career endings resulting from retirement be made through third parties also. In case of retirement, there was a case where a person
or termination of employment? (Yes/ No) was employed in the capacity of a consultant for the Company.
The assessment was conducted via a questionnaire and targeted the top 30-40% of vendors and service providers. The
Company conducted an assessment of its value chain partners, focusing on the top 30-40% of vendors and service providers.
This evaluation was carried out through a comprehensive questionnaire that encompassed various Environmental, Social, and
Governance (ESG) factors including health and safety practices and working conditions.
The assessment process was designed to be thorough and informative, enabling the Company to gain a clear understanding
of the practices and standards maintained by its value chain partners.
6.
Provide details of any corrective actions taken or underway to address There were no significant risks/ concerns arising from assessments
significant risks / concerns arising from assessments of health and of value chain partners.
safety practices and working conditions of value chain partners.
ESSENTIAL INDICATORS:
1. Identification of stakeholders group:
Describe the processes for The Company has developed a Stakeholder Engagement Framework for identification of Stakeholders. In
identifying key stakeholder line with this framework, the stakeholder identification process at the Company considers the following
groups of the entity scope in identifying the stakeholders:
Dependency – groups or individuals who are directly or indirectly dependent on the organisation’s
•
activities, products or services and associated performance, or on whom the organisation is dependent
in order to operate.
Responsibility – groups or individuals to whom the organisation has, or in the future may have, legal,
•
commercial, operational or ethical/moral responsibilities.
Attention – groups or individuals who need immediate attention from the organisation about financial,
•
wider economic, social or environmental issues.
• Influence – groups or individuals who can have an impact on the organisations or a stakeholder’s
strategic or operational decision-making.
Diverse perspectives – groups or individuals whose different views can lead to a new understanding
•
of the situation and the identification of opportunities for action that may not otherwise occur.
2. ist stakeholder groups identified as key for your entity and the frequency of engagement with each
L
stakeholder group:
Whether Channels of communication Frequency of
identified as (Email, SMS, Newspaper, engagement
Purpose and scope of engagement including
Stakeholder Vulnerable & Pamphlets, Advertisement, (Annually/ Half
key topics and concerns raised during such
Group Marginalised Community Meetings, yearly/ Quarterly
engagement
Group Notice Board, Website), / others – please
(Yes/No) Other specify)
Shareholders No • Annual General Meeting Quarterly, Half 1) S
hare price appreciation, dividends, profitability
yearly and and financial stability:
• Shareholder meets
annually
a) Purpose: Evaluate financial performance and
• Email
stability for potential growth.
• Stock Exchange (SE)
b) Key topics raised: Share price trends, dividend
Intimations
history, profitability ratios, financial statements,
• investor/analysts meet/ and market conditions
• conference calls c) Concerns raised: Volatility in share prices, non-
• annual report, declaration of dividend and financial risks.
LEADERSHIP INDICATORS:
1.
Provide the processes for consultation Management actively engages with various stakeholders, including investors, employees, and
between stakeholders and the Board customers, as part of our ongoing business operations. These interactions occur both during
on economic, environmental, and social planned events and as necessary to address specific needs or concerns. Any feedback or issues
topics or if consultation is delegated, that warrant the attention of the Board are promptly brought to their notice. Suggestions,
how is feedback from such consultations complaints, or grievances from stakeholders are communicated through established channels
provided to the Board. and processes. For these purposes, we have a stakeholder management policy in place,
providing stakeholders with a structured route to address grievances and ensure effective
resolution. Depending on their importance and impact, these matters are escalated to the
relevant committees within the Board for careful consideration and resolution. This systematic
approach ensures that all stakeholder feedback and concerns are appropriately addressed and
managed within the organisational framework.
2.
Whether stakeholder consultation is Yes. The Company conducts materiality assessments to understand and identify pertinent
used to support the identification and environmental and social issues relating to its operations and stakeholders. These assessments
management of environmental, and actively seek input from stakeholders to ensure that key concerns and priorities are accurately
social topics (Yes / No). If so, provide reflected in the entity’s sustainability strategy, objectives, and reporting frameworks.
details of instances as to how the inputs Stakeholder engagement involves consultations with various parties, including local community
received from stakeholders on these members, healthcare professionals, and government officials. These consultations may entail
topics were incorporated into policies assessing healthcare and educational needs in the area, as well as identifying schools with the
and activities of the entity. greatest requirements, and tailoring support accordingly.
Additionally, stakeholder input plays a crucial role in shaping initiatives with social impact, such
as education and skill development programs, free eye check-ups for children, distribution
of school bags and e-learning kits. Furthermore, environmental initiatives like the Clean
Village Initiative Campaign for waste management, construction of RO water plants, providing
support upto 200 underprivileged women with vocational trainings were also taken up by
the Company. This collaborative approach ensures that the organisation’s sustainability efforts
are aligned with the needs and expectations of its stakeholders, fostering meaningful impact
within the community.
3.
Provide details of instances of As a socially responsible Organisation, we are committed to working for the welfare of
engagement with, and actions taken the communities around us. The Company has established community outreach programs
to, address the concerns of vulnerable/ specifically targeting vulnerable or marginalised groups. These programs include educational
marginalised stakeholder groups. workshops, job training initiatives, health awareness campaigns, or access to basic services
like clean water or sanitation like providing vocational training to 200 women in tailoring,
computer skills, and driving, with a focus on facilitating job placement opportunities. Company
implemented diversity and inclusion initiatives aimed at ensuring representation and equal
opportunities for all employees, including those from marginalised groups. Our community
engagement interventions include:
• Providing home meals to economically backward and needy people
• Sponsoring para-athlete for participating in international sports competitions
•
Contribution to CBCI Society for Medical Education for medical treatment of needy
patients
• Distributing e-learning kits and school bags.
• Participation in garbage collection and waste management drive
• Constructed a new building at Varahasandra government school including two classrooms
with a seating capacity of 50 children each, an RO unit for clean drinking water, and
building of additional classrooms and school infrastructure
• Provided support upto 200 underprivileged women with vocational trainings
• Conducted comprehensive health check-ups and free doctor consultations for up to 900
underprivileged villagers
ESSENTIAL INDICATORS:
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity,
in the following format:
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Category
No. of employees / No. of employees /
Total (A) % (B / A) Total (C) % (D / C)
workers covered (B) workers covered (D)
Employees
Permanent 194 194 100% 178 178 100%
Other than permanent - - - 29 29 100%
Total Employees 194 194 100% 207 207 100%
Workers
Permanent 307 307 100% 295 295 100%
Other than permanent 950 950 100% 950 950 100%
Total Workers 1257 1257 100% 1245 1245 100%
2. Details of minimum wages paid to employees and workers, in the following format:
b. Gross wages paid to Female as % of total wages paid by the entity, in the following format
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Gross wages paid to females as % of total wages 10.3% 9.7%
Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or
contributed to by the business? (Yes/No)
Yes. The Head of HR department oversees the human resource’s function. In addition, the Executive Directors are responsible for addressing
any human rights issues caused or contributed by the business.
Describe the internal mechanisms in place to redress grievances related to human rights issues.
The internal stakeholders of a business are groups or individuals who work directly within it, such as employees and contractual support
staff. They are granted access to a redressal channel as specified in the human rights policy to address any concerns or complaints that they
may have.
By providing regular training and awareness programs on human rights issues company prevents violations from occurring in the first place.
The policy’s objective is to establish an accessible and secure process for employees to report any incidents of discrimination, harassment,
or other human rights violations that may occur in the workplace. The grievance mechanism is effectively communicated to all employees
to ensure that they are informed of the process and their rights to report any violations. Company has established clear and comprehensive
policy that define sexual harassment, outline unacceptable behaviours, and provide guidance on reporting procedures.
7. omplaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
C
Act, 2013, in the following format:
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Total Complaints reported under Sexual Harassment on of Women at Workplace NIL NIL
(Prevention, Prohibition and Redressal) Act, 2013 (POSH)
Complaints on POSH as a % of female employees / workers NIL NIL
Complaints on POSH upheld NIL NIL
8. Mechanism to prevent adverse consequences to the complainant in discrimination and harassment cases.
Mechanism to prevent adverse consequences to the complainant in discrimination and harassment cases.
To prevent harassment in the workplace, the company has established a mechanism that consists of various policies, procedures, and
guidelines. The mechanism includes a code of conduct that outlines the company’s expectations for appropriate workplace behaviour and
provides guidance on identifying and addressing harassment.
The company has also established a confidential reporting system that allows employees to report any incidents of harassment without fear
of retaliation. These reports are thoroughly investigated, and corrective action is taken where necessary. Additionally, the company provides
regular training to all employees on identifying and preventing harassment in the workplace.
Confidentiality is strictly maintained throughout the process, ensuring that information is shared only with those directly involved in resolving
the grievance. This safeguards the privacy and integrity of the parties concerned, minimising the risk of sensitive details being exposed
unnecessarily. Furthermore, the policy includes a commitment to non-retaliation, guaranteeing that no employee will face repercussions
for filing a grievance or participating in its resolution. This discourages any form of retaliation and fosters an environment where employees
feel safe to voice their concerns without fear of retribution. Additionally, the option for anonymous reporting provides an alternative avenue
for employees who may be uncomfortable reporting grievances openly. This option allows concerns to be addressed while protecting the
anonymity of the reporting party, ensuring their safety and encouraging transparency in addressing workplace issues. Together, these
measures create a supportive framework that prioritises fairness, confidentiality, and the well-being of all employees involved in the
grievance process.
To ensure compliance with its harassment prevention policies, the company conducts regular audits and assessments of its workplace
culture and practices. These assessments help identify areas for improvement and ensure that the company is taking all necessary steps to
prevent harassment.
9. Human rights requirements forming part of your business agreements and contracts:
Do human rights requirements form part of your business agreements and contracts? (Yes/No).
The Human rights related requirements are covered as a part of supplier/Dealer/Vendor onboarding process. As part of our supplier/
Dealer/Vendor onboarding process, we integrate human rights requirements to ensure compliance with relevant laws, labour standards, and
environmental regulations, fostering an environment of ethics and integrity.
Our business agreements feature clauses mandating ethical recruitment practices, prohibiting human trafficking and forced labour. Contracts
further stipulate the obligation to respect the land, forest, and water rights of local communities and indigenous peoples. Emphasising
diversity and inclusion, our agreements encourage suppliers to cultivate diverse workforces and provide equal opportunities irrespective
of race, gender, or ethnicity. Additionally, our onboarding process includes measures to ensure fair treatment of workers regarding wages,
working hours, and occupational health and safety.
11. Corrective Actions to address significant risks / concerns arising from the assessments:
Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments
at Question 9 above.
The Company is deeply committed to upholding human rights and has established a comprehensive framework to address key risks and
concerns, including child labour, forced labour, sexual harassment, discrimination, and fair wages. We have enhanced our due diligence
procedures to better identify and address any potential violations, ensuring compliance with ethical standards and environmental regulations
throughout our supply chain. Regular assessments and employee training initiatives help raise awareness and prevent incidents. If any
violations are detected, swift and decisive corrective actions are taken, including contract terminations or legal recourse as necessary.
Furthermore, our policies and procedures are continuously reviewed and reinforced to uphold human rights standards across all operations.
As part of our ongoing efforts, there were no significant risk/concern that arose on its self-assessment and from the diligence of customers.
LEADERSHIP INDICATORS:
1.
Details of a business process being modified / introduced as a result of addressing human rights grievances/complaints.
As there were no major human rights grievances or complaints, there have been no specific business processes modified or introduced in
response to addressing such grievances or complaints.
2.
Details of the scope and coverage of any Human rights due diligence conducted.
The Company conducts internal due diligence to ensure adherence to human rights standards. Employee rights are rigorously monitored,
guaranteeing a safe and equitable workplace free from harassment and discrimination. Stakeholder engagement plays a crucial role in the
process, with feedback from employees, communities, and civil society organisations being incorporated to ensure comprehensive coverage.
Risks are identified and mitigated through detailed assessments, regular audits, and targeted training initiatives. These efforts foster awareness
and build capacity to effectively address and overcome human rights challenges within the Company.
Monitoring mechanisms are in place to track compliance, with prompt remedial action taken in case of violations to ensure accountability
and redress for affected individuals. Overall, this diligence reflects the Company’s commitment to upholding human rights standards and
promoting fairness and equality across its operations.
Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with
Disabilities Act, 2016?
Yes, our premises fully comply with the requirements of the Rights of Persons with Disabilities Act, 2016. We actively engage with our
differently abled visitors to address their mobility needs and incorporate their input into our accessibility initiatives.
The Company’s buildings, rooms, toilets, and recreational areas are designed with secure accessibility features such as handrails and ramps,
allowing differently abled visitors to navigate comfortably. Additionally, pathways and walkways surrounding the area are equipped with
accessible stairs and lifts, facilitating easy access for individuals with mobility challenges.
These initiatives promote inclusivity and ensure that all visitors, including those with disabilities, can navigate our premises with ease.
Category % of value chain partners (by value of business done with such partners) that were assessed
Child labour
Forced/involuntary labour
Sexual harassment
35%
Discrimination at workplace
Wages
Others – please specify
The assessment was conducted via a questionnaire and targeted the top 30-40% of vendors and service providers. The
Company conducted an assessment of its value chain partners, focusing on the top 30-40% of vendors and service providers.
This evaluation was carried out through a comprehensive questionnaire that encompassed various Environmental, Social, and
Governance (ESG) factors including the above-mentioned factors.
The assessment process was designed to be thorough and informative, enabling the Company to gain a clear understanding
of the practices and standards maintained by its value chain partners.
5.
Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments
at Question 4 above.
There were no significant risks/ concerns arising from assessments of value chain partners.
ESSENTIAL INDICATORS:
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
FY 2023-24 FY 2022-23
Parameter
(Current Financial Year) (Previous Financial Year)
From renewable sources
Total electricity consumption (A) 28855.47 GJ 18026.58 GJ
Total fuel consumption (B) - -
Energy consumption through other sources (C) - -
Total energy consumption (A+B+C) 28855.47 GJ 18026.58 GJ
From non-renewable sources
Total electricity consumption (D) 3009.22 GJ 10612.35 GJ
Total fuel consumption (E) 202.37 GJ 105.69 GJ
Energy consumption through other sources (F) - -
Total energy consumed from non-renewable sources (D+E+F) 3211.59 GJ 10718.04 GJ
Total energy consumed (A+B+C+D+E+F) 32067.06 GJ 28744.62 GJ
Energy intensity per rupee of turnover (Total energy consumed / Revenue from
operations) 0.00000882 0.00000970
Energy intensity per rupee of turnover adjusted for Purchasing Power Parity
(PPP) 0.00000039 0.00000043
(Total energy consumption / Revenue from operations adjusted for PPP)
Energy intensity in terms of physical output - -
Energy intensity (optional) – the relevant metric may be selected by the entity - -
*The revenue from operations has been adjusted for PPP based on the latest PPP conversion factor published by the IMF- for India. For the
years ended 31st March 2024 and 31st March 2023, it is 22.401 and 22.167, respectively.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
The assessment / evaluation has been carried out in-house and J. Sundharesan and Associates, Compliance Governance and
Sustainability Advisors, has given limited assurances on the said parameter.
2.Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance,
Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the
PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if
any.
No, we have not identified any sites/facilities as Designated Consumers (DCs) under the PAT scheme of the Government
of India.
3. Provide details of the following disclosures related to water, in the following format:
FY 2023-2024 FY 2022-2023
Parameter
(Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water - -
(ii) Groundwater 52,321.346 46,862.428
(iii) Third party water - -
(iv) Seawater / desalinated water - -
(v) Others - -
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 52,321.346 46,862.428
Total volume of water consumption (in kilolitres) 52,321.346 46,862.428
Water intensity per rupee of turnover
(Total water consumption / Revenue from operations) 0.00001439 0.00001582
Water intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP)
(Total water consumption / Revenue from operations adjusted for PPP) * 0.00000064 0.00000071
Water intensity in terms of physical output - -
Water intensity (optional) – the relevant metric may be selected by the entity - -
*The revenue from operations has been adjusted for PPP based on the latest PPP conversion factor published by the IMF- for India. For the
years ended 31st March 2024 and 31st March 2023, it is 22.401 and 22.167, respectively.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
The assessment / evaluation has been carried out in-house and J. Sundharesan and Associates, Compliance Governance and
Sustainability Advisors, has given limited assurances on the said parameter.
4. Provide the following details related to water discharged: Not Applicable
FY 2023-2024 FY 2022-2023
Parameter
(Current Financial Year) (Previous Financial Year)
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water - -
-No treatment - -
-With treatment – please specify level of treatment - -
(ii) To Groundwater - -
-No treatment - -
-With treatment – please specify level of treatment - -
(iii) To Seawater - -
-No treatment - -
-With treatment – please specify level of treatment - -
(iv) Sent to third parties - -
-No treatment - -
-With treatment – please specify level of treatment - -
(v) Others - -
-No treatment - -
-With treatment – please specify level of treatment - -
Total water discharged (in kilolitres) - -
Has the entity In its commitment to being a responsible corporate citizen, the Company has mechanisms to treat and recycle
implemented a all the wastewater generated by their industrial processes. They have installed a state-of-the-art treatment plant
mechanism for Zero that uses a combination of physical, chemical, and biological processes to treat the wastewater. The treated
Liquid Discharge? If water is then passed through a series of filtration and evaporation processes to remove all the impurities and
yes, provide details contaminants, leaving behind only pure and clean water that can be reused within the plant. The remaining solid
of its coverage and waste is disposed off in a responsible and environmentally sustainable manner.
implementation.
The Company has established Sewage Treatment Plants (STPs) and Effluent Treatment Plants (ETPs), the Company
endeavours to minimise the quantity of water discharged to the greatest extent possible, in accordance with
feasible measures.
There exists a mechanism to treat and recycle all the wastewater generated by the industrial processes. The
Company has installed a state-of-the-art treatment plant that uses a combination of physical, chemical, and
biological processes to treat the wastewater. The treated water is then passed through a series of filtration and
evaporation processes to remove all the impurities and contaminants, leaving behind only pure and clean water
that can be reused within the plant. The remaining solid waste is disposed of in a responsible and environmentally
sustainable manner.
• The liquid from the Sewage Treatment Plant (STP) undergoes processing in the STP plant, where it is
converted into sludge, and the treated water is repurposed for flushing toilets and gardening purposes.
• The liquid from the Effluent Treatment Plant (ETP) is treated in the ETP plant, resulting in the production of
ETP sludge, which is then disposed of in an environmentally responsible manner by appointing authorised
vendors.
By adopting a Zero Liquid Discharge mechanism, the Company has been able to reduce its dependence on
freshwater sources, minimise its impact on the environment, and ensure that all the wastewater generated is
treated and recycled in a responsible and sustainable manner.
6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
FY 2023-2024 FY 2022-2023
Parameter Please specify unit
(Current Financial Year) (Previous Financial Year)
NOx mg/Nm3 15.5 27.3
Sox mg/Nm3 9.3 18.4
Particulate matter (PM) mg/Nm3 17.1 66
Persistent organic pollutants (POP) Nm3/hrs 8495.4 9440.8
Volatile organic compounds (VOC) Kg/hrs 0.145 0.623
Hazardous air pollutants (HAP) mg/Nm3 BDL BDL
Others – please specify mg/Nm3 BDL BDL
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
The assessment / evaluation has been carried out by Vsix Analytical Labs Private Limited.
7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following
format:
FY 2023-2024 FY 2022-2023
Parameter Unit
(Current Financial Year) (Previous Financial Year)
Total Scope 1 emissions (Break-up of the GHG into CO2, Metric tonnes of CO2
46,032
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent 26,912.56
Total Scope 2 emissions (Break-up of the GHG into CO2, Metric tonnes of CO2
6,35,281
CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent 22,40,385
Total Scope 1 and Scope 2 emissions intensity per Metric tonnes of CO2
rupee of turnover equivalent 0.00018750 0.00076548
(Total Scope 1 and Scope 2 GHG emissions / Revenue
from operations)
FY 2023-2024 FY 2022-2023
Parameter Unit
(Current Financial Year) (Previous Financial Year)
Total Scope 1 and Scope 2 emission intensity per rupee
of turnover adjusted for Purchasing Power Parity (PPP) 0.00000837 0.00003456
(Total Scope 1 and Scope 2 GHG emissions / Revenue
from operations adjusted for PPP) *
Total Scope 1 and Scope 2 emission intensity in terms - -
of physical output
Total Scope 1 and Scope 2 emission intensity (optional) - -
– the relevant metric may be selected by the entity
*The revenue from operations has been adjusted for PPP based on the latest PPP conversion factor published by the IMF- for India. For the
years ended 31st March 2024 and 31st March 2023, it is 22.401 and 22.167, respectively.
In the financial year 2023-24, the Company is pleased to report a significant reduction in emissions. Specifically, Scope 2
emissions saw a remarkable decrease of around 71.66% compared to the preceding financial year 2022-23. Overall, the
Company achieved a substantial reduction in carbon emissions amounting to 69.95% compared to the same period.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
The assessment / evaluation has been carried out in-house and J. Sundharesan and Associates, Compliance Governance and
Sustainability Advisors, has given limited assurances on the said parameter.
Does the entity have any project We are delighted to announce a substantial decrease in emissions for the financial year 2023-24, marking
related to reducing Green a remarkable reduction of around 69.95% compared to the preceding financial year 2022-23.
House Gas emission? If yes, then
Further, there was a significant reduction in Scope 2 carbon emissions leading to overall decrease in
provide details.
carbon emissions.
This achievement underscores our steadfast commitment to environmental sustainability and reflects our
continuous endeavours to mitigate our carbon footprint.
The company has made significant strides in meeting its energy requirements for manufacturing
operations through the utilisation of renewable solar energy. Approximately 20%-30% of the electricity
consumed throughout the year was sourced from rooftop solar panels and a solar park located within the
factory premises. The company is now fully reliant on renewable energy sources.
The total energy consumed from renewable sources accounts for 89.98%, surpassing our target of
renewable energy consumption.
Moreover, to further strengthen our renewable energy initiatives, the organisation has installed a total
capacity of 1.9 MW in its solar plant. Additionally, it has established power supply and off-take agreements
to ensure the provision of solar power, with a capacity of up to 2 MW or 3,000,000 units per year.
9. Provide details related to waste management by the entity, in the following format:
FY 2023-2024 FY 2022-2023
Parameter
(Current Financial Year) (Previous Financial Year)
Total Waste generated (in metric tonnes)
Plastic waste (A) 698.860 654.9
E-waste (B) 0 0.48
Bio-medical waste (C) 0.0022 0.0025
Construction and demolition waste (D) 0 0
Battery waste (E) 0 0
Radioactive waste (F) 0 0
Other Hazardous waste (H): 1.52 3.48
Total (A+ B + C + D + E + F + G + H) 700.3842 658.8625
FY 2023-2024 FY 2022-2023
Parameter
(Current Financial Year) (Previous Financial Year)
Waste intensity per rupee of turnover
(Total waste generated / Revenue from operations) 0.00000019 0.00000022
Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP)
(Total waste generated / Revenue from operations adjusted for PPP) * <0.000001 <0.000001
Waste intensity in terms of physical output - -
Waste intensity (optional) – the relevant metric may be selected by the entity - -
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric
tonnes)
Category of waste
(i) Recycled Due to the inherent nature of our business operations,
(ii) Re-used the Company has limited opportunities within this
(iii) Other recovery operations particular domain.
Total
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration 0.836
(ii) Landfilling 0.42
(iii) Other disposal operations -
Total 1.265
*The revenue from operations has been adjusted for PPP based on the latest PPP conversion factor published by the IMF- for India. For the
years ended 31st March 2024 and 31st March 2023, it is 22.401 and 22.167, respectively.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
No independent assessment, evaluation, or assurance has been carried out by an external agency.
10.
Briefly describe the The Company has implemented a waste management system that ensures proper handling, segregation,
waste management transportation, and disposal of different types of wastes, thus promoting environmental sustainability and
practices adopted in your the safety of the workers involved in waste management.
establishments. Describe the
A color-coding system exists for the purpose of categorising various types of wastes. The colour red is
strategy adopted by your
employed to denote hazardous waste, green is designated for biodegradable waste, yellow is utilised for
company to reduce usage
adhesive waste, and blue is assigned to plastic waste. This system aids in the convenient identification and
of hazardous and toxic
segregation of different waste types, thereby facilitating effective disposal.
chemicals in your products
and processes and the The safety of workers is crucial in waste management, as they are exposed to various hazards while handling
practices adopted to manage waste. Hence the provision of safety Personal Protective Equipment (PPE) is given to the workers who handle
such wastes. waste.
An authorised vendor has been identified for receiving scraps and waste. This ensures that the waste is
collected and handled by a responsible and authorised vendor.
Waste disposal is routed through an approved vendor by KSPCB (Karnataka State Pollution Control Board)
Separate transportation facility for waste disposal purposes. This ensures that the waste is transported in a
safe and organised manner and is disposed of in an environmentally responsible manner.
The Company identifies and monitors waste categories beyond the four-color-coded categories. These
categories include E-waste, aluminium waste, roll storage waste, and metal scraps, and require specialised
handling and disposal techniques.
11. I f the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where
environmental approvals / clearances are required, please specify details in the following format:
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in
the current financial year:
13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the
Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment
protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following
format:
Yes, the Company is fully compliant with all the applicable environmental laws/regulations/ guidelines in India including but
not limited to Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment
protection act and rules.
LEADERSHIP INDICATORS:
1. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres): For each facility / plant
located in areas of water stress, provide the following information:
The Company does not have facility / plant located in areas of water stress.
FY 2023-2024 FY 2022-2023
Parameter
(Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water - -
(ii) Groundwater - -
(iii) Third party water - -
(iv) Seawater / desalinated water - -
(v) Others - -
Total volume of water withdrawal (in kilolitres) - -
FY 2023-2024 FY 2022-2023
Parameter
(Current Financial Year) (Previous Financial Year)
Total volume of water consumption (in kilolitres) - -
Water intensity per rupee of turnover (Water consumed / turnover) - -
Water intensity (optional) – the relevant metric may be selected by the entity - -
Water discharge by destination and level of treatment (in kilolitres)
(i) Into Surface water - -
- No treatment - -
- With treatment – please specify level of treatment - -
(ii) Into Groundwater - -
- No treatment - -
- With treatment – please specify level of treatment - -
(iii) Into Seawater - -
- No treatment - -
- With treatment – please specify level of treatment - -
(iv) Sent to third-parties - -
- No treatment - -
- With treatment – please specify level of treatment - -
(v) Others - -
- No treatment - -
- With treatment – please specify level of treatment - -
Total water discharged (in kilolitres) - -
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
No independent assessment, evaluation, or assurance has been carried out by an external agency.
2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
The Company is currently in the process of putting in place mechanisms for calculating Scope 3 emissions. It is assessing areas
in the Company which can be integrated into its procedures to enhance understanding and calculation of Scope 3 emissions.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
No independent assessment, evaluation, or assurance has been carried out by an external agency.
3.
With respect to the ecologically sensitive areas reported at Question 11 of Essential Not Applicable
Indicators above, provide details of significant direct & indirect impact of the entity on
biodiversity in such areas along-with prevention and remediation activities.
4. I f the entity has undertaken any specific initiatives or used innovative technology or solutions to improve
resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide
details of the same as well as outcome of such initiatives, as per the following format:
5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/web link.
Yes, the entity has a robust business continuity and disaster management plan in place. The plan is designed to mitigate
the impact of unexpected events on customer operations by identifying contingencies for all processes and equipment,
including IT systems and natural disasters. Employees receive periodic training on the contingency and disaster
management plan to ensure preparedness and effective response in case of emergencies. The Company maintains the
policy internally and shares the copy to the customer on request.
6.
Disclose any significant adverse impact to the environment, No significant adverse impact to the environment has arisen from
arising from the value chain of the entity. What mitigation or the value chain of the entity.
adaptation measures have been taken by the entity in this regard?
7.
The assessment was conducted via a questionnaire and targeted the top 30-40% of vendors and service providers. The
Company conducted an assessment of its value chain partners, focusing on the top 30-40% of vendors and service providers.
This evaluation was carried out through a comprehensive questionnaire that encompassed various Environmental, Social, and
Governance (ESG) factors including environmental factors.
The assessment process was designed to be thorough and informative, enabling the Company to gain a clear understanding
of the practices and standards maintained by its value chain partners.
ESSENTIAL INDICATORS:
1. A) Affiliations with trade and industry chambers/ associations:
B) List the top 10 trade and industry chambers/ associations (determined based on the total members of such
body) the entity is a member of/ affiliated to:
2. Provide details of corrective action taken or underway on any issues related to anticompetitive conduct by the
entity, based on adverse orders from regulatory authorities:
LEADERSHIP INDICATORS:
1. Details of public policy positions advocated by the entity:
ESSENTIAL INDICATORS:
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in
the current financial year:
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being
undertaken by your entity, in the following format:
Amounts paid to
Name of Project for No. of Project Affected % of PAFs covered by
S. No. State District PAFs in the FY
which R&R is ongoing Families (PAFs) R&R
(In INR)
This section is not applicable to the Company as there were no projects that required Rehabilitation and Resettlement (R&R).
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2023-24 FY 2022-23
Category
(Current Financial Year) (Previous Financial Year)
*Directly sourced from MSMEs/ small producers - -
*Directly from within India - -
*The data was not validated hence not reported.
5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers
employed on a permanent or non-permanent / on contract basis) in the following locations, as % of total
wage cost.
FY 2023-2024 FY 2022-2023
Location
(Current Year) (Previous Year)
Rural 85% 85%
Semi- Urban - -
Urban - -
Metropolitan 15% 15%
LEADERSHIP INDICATORS:
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact
Assessments (Reference: Question 1 of Essential Indicators above):
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts
as identified by Government bodies:
The Company has not undertaken any CSR projects in the designated aspirational districts as identified by Government
bodies. Despite not having CSR projects in aspirational districts, the Company remains dedicated to serving society
and supporting those in need. We actively seek opportunities to contribute positively to communities through various
initiatives aimed at fostering social welfare and addressing societal challenges.
3.
(a) Do you have a preferential procurement policy where you give preference The Company does not have preferential procurement
to purchase from suppliers comprising marginalised /vulnerable groups? policy where it gives preference to purchase from
(Yes/No) suppliers comprising marginalised /vulnerable groups
(b) From which marginalised /vulnerable groups do you procure? -
(c) What percentage of total procurement (by value) does it constitute? -
4. etails of the benefits derived and shared from the intellectual properties owned or acquired by your entity
D
(in the current financial year), based on traditional knowledge:
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related
disputes wherein usage of traditional knowledge is involved:
The Company’s commitment to engaging with and providing value to our consumers in a responsible manner is an essential
part of our business strategy. We believe that by doing so, we can build trust and loyalty with our customers and contribute
to a sustainable future for all.
As a responsible business, we recognise the importance of engaging with and providing value to our consumers in a responsible
manner. We aim to ensure that our products and services meet the needs of our customers while minimising any negative
impacts on society and the environment.
To achieve this, we strive to understand the needs and preferences of our customers and engage with them through various
channels to provide the best possible experience. We also aim to provide accurate and transparent information about our
products and services, including their safety, quality, and environmental impact.
We believe in responsible marketing practices and avoid any form of deceptive advertising or promotion. Our pricing policies
are fair and transparent, and we do not engage in any anti-competitive behaviour.
ESSENTIAL INDICATORS:
1. Consumer Complaints and feedback:
Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The Company has a well-established system for managing consumer/customer feedback, offering various channels such as email, telephone,
website, and feedback forms for communication. Additionally, dedicated consumer response cells are available to address queries and gather
feedback, facilitating continuous product and service improvements.
1. The Company maintains a formal consumer complaint procedure, documented and approved, with all complaints routed to an internal
quality check team. Detailed registers are maintained, encompassing mitigation strategies and all relevant aspects from complaint
registration to resolution.
2. This procedure covers complaints across various areas including Customer Complaints, Customer Rejections, Warranty, and Emergency
Support, aligning with the Company’s objectives to address consumer concerns effectively.
Furthermore, the Company endeavours to implement systematic procedures for Corrective and Preventive Actions (CAPA) relevant to each
product, ensuring proactive management of risks and enhancing planning processes.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry
information about:
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Category Received Pending Remarks Received Pending Remarks
during the resolution at during the resolution at
year end of year year end of year
Data privacy NIL NIL None NIL NIL None
Advertising NIL NIL None NIL NIL None
Cyber-security NIL NIL None NIL NIL None
Delivery of essential services NIL NIL None NIL NIL None
Restrictive Trade Practices NIL NIL None NIL NIL None
Unfair Trade Practices NIL NIL None NIL NIL None
Other 07 NIL All complaints 11 NIL All complaints received
received during this during this financial year
financial year were were related to general
related to general concerns, and the same
concerns, and the has been promptly
same has been resolved them with utmost
promptly resolved priority
with utmost priority.
Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a
web-link of the policy.
The Company has implemented a robust framework and policies to ensure cybersecurity, with a primary focus on establishing a disaster
recovery site as a vital component of our cybersecurity infrastructure. This site is designed to provide redundancy and resilience, allowing for
swift recovery and restoration of operations in the event of cyber incidents or unforeseen disasters. Equipped with cutting-edge technologies
and redundant systems, it ensures secure data backups to safeguard enterprise data.
Our cybersecurity policy is paramount in protecting digital assets from cyber threats, covering information systems, networks, data security,
roles and responsibilities, and incident response procedures. Compliance with this policy is mandatory for all employees, contractors, and
interns, encompassing aspects such as safeguarding confidential data, securing devices, adhering to safe email practices, managing passwords
effectively, ensuring secure data transfer, and promptly reporting security breaches.
The IT Team is responsible for implementing security measures, providing training, and investigating breaches, while additional measures
include device security, reporting stolen equipment, and adherence to policy provisions. The System Administrator plays a key role in deploying
firewalls, anti-malware solutions, and access authentication systems, alongside conducting regular security training for employees. Overall, the
Company’s cybersecurity policy defines a comprehensive framework for addressing cybersecurity and data privacy risks.
The policy can be accessed at the given link:
https://www.sjsindia.com/investors.html#policies
6. Corrective Actions:
Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services;
cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory
authorities on safety of products / services
This particular section does not find applicability within the context of the Company since there were no issues relating to the same.
LEADERSHIP INDICATORS:
S. No Particulars Response
1. Channels / platforms where information on products Details about our offerings and services are available at https://www.sjsindia.
and services of the entity can be accessed (provide com/
web link, if available).
2. Steps taken to inform and educate consumers about The Company possesses relevant information for safe and responsible usage
safe and responsible usage of products and/or on the product. It provides for a marking system for recycling mechanisms.
services. This marking system serves as a crucial identification tool for end users and
recycling facilities, enabling easy sorting and processing of materials for
recycling or reuse. By ensuring efficient material separation, the Company
minimises waste and promotes environmental sustainability.
3. Mechanisms in place to inform consumers of any risk This section is not applicable to the Company.
of disruption/discontinuation of essential services.
4. (a) Does the entity display product information on The Company displays product information as mandated by local laws. The
the product over and above what is mandated Company ensures that all product information displayed complies strictly
as per local laws? (Yes/No/Not Applicable) If yes, with the legal requirements stipulated by local laws and regulations.
provide details in brief. Yes, the Company actively engages in assessing supplier satisfaction
(b) Did your entity carry out any survey with regard to ensure robust relationships and operational efficiencies. The survey
to consumer satisfaction relating to the major encompassed feedback on product quality, delivery timelines, customer
products / services of the entity, significant service, and overall satisfaction with the Company’s offerings.
locations of operation of the entity or the entity
as a whole? (Yes/No)
Revenue recognition
See Note 2(a) to standalone financial statements
The key audit matter How the matter was addressed in our audit
Revenue from sale of goods in the ordinary course is In view of the significance of the matter, we applied the
recognized at contract price after deduction of any trade following audit procedures in this area, amongst others, to
discounts, volume rebates and any taxes or duties collected on obtain audit evidence:
behalf of the government when the control of the goods has 1. We evaluated the revenue recognition accounting
been transferred to the customer and there is no unfulfilled policies by comparing it with the applicable
performance obligation. accounting standards.
Revenue from sale of goods is recognised primarily at the 2. We, together with the IT specialists, tested the design,
point in time when the goods are delivered or dispatched to implementation and operating effectiveness of key
the customer, as the case may be. controls over recognition of revenue.
The Company and its external stakeholders focus on revenue 3. On a sample basis, we tested the revenue transactions
as a key performance metric. Revenue recognition has been recorded during the year by verifying the underlying
identified as a key audit matter as there could be incentives documents such as sales orders, contractual terms
or external pressures to meet expectations resulting in of the invoice and the delivery receipts or proof of
revenue being overstated or recognized before the control has dispatch, as the case may be.
been transferred. 4. We tested, on a sample basis, specific revenue
transactions recorded before and after the financial
year-end date to determine that revenue is recognised
in the financial period in which control is transferred,
based on the terms and conditions set out in sales
orders, sales invoice and delivery receipts.
5. We scrutinised journal entries posted to revenue
account, based upon specific risk based criteria, to
identify unusual or irregular items.
Other Information concern and using the going concern basis of accounting
The Company’s Management and Board of Directors are unless the Board of Directors either intends to liquidate the
responsible for the other information. The other information Company or to cease operations, or has no realistic alternative
comprises the information included in the Company’s Annual but to do so.
report, but does not include the financial statements and
auditor’s report(s) thereon. The Company’s Annual report is The Board of Directors is also responsible for overseeing the
expected to be made available to us after the date of this Company’s financial reporting process.
auditor’s report.
Auditor’s Responsibilities for the Audit of the Standalone
Our opinion on the standalone financial statements does not
Financial Statements
cover the other information and we will not express any form
Our objectives are to obtain reasonable assurance about
of assurance conclusion thereon.
whether the standalone financial statements as a whole
In connection with our audit of the standalone financial are free from material misstatement, whether due to fraud
statements, our responsibility is to read the other information or error, and to issue an auditor’s report that includes our
identified above when it becomes available and, in doing opinion. Reasonable assurance is a high level of assurance,
so, consider whether the other information is materially but is not a guarantee that an audit conducted in accordance
inconsistent with the standalone financial statements or our with SAs will always detect a material misstatement when it
knowledge obtained in the audit, or otherwise appears to be exists. Misstatements can arise from fraud or error and are
materially misstated. considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
When we read the Annual report, if we conclude that there decisions of users taken on the basis of these standalone
is a material misstatement therein, we are required to financial statements.
communicate the matter to those charged with governance
and take necessary actions, as applicable under the relevant As part of an audit in accordance with SAs, we exercise
laws and regulations. professional judgment and maintain professional skepticism
throughout the audit. We also:
Management’s and Board of Directors’ Responsibilities
for the Standalone Financial Statements • Identify and assess the risks of material misstatement
The Company’s Management and Board of Directors are of the standalone financial statements, whether due to
responsible for the matters stated in Section 134(5) of the Act fraud or error, design and perform audit procedures
with respect to the preparation of these standalone financial responsive to those risks, and obtain audit evidence
statements that give a true and fair view of the state of affairs, that is sufficient and appropriate to provide a basis
profit/ loss and other comprehensive income, changes in for our opinion. The risk of not detecting a material
equity and cash flows of the Company in accordance with the misstatement resulting from fraud is higher than for
accounting principles generally accepted in India, including one resulting from error, as fraud may involve collusion,
the Indian Accounting Standards (Ind AS) specified under forgery, intentional omissions, misrepresentations, or
Section 133 of the Act. This responsibility also includes the override of internal control.
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets • Obtain an understanding of internal control relevant to
of the Company and for preventing and detecting frauds and the audit in order to design audit procedures that are
other irregularities; selection and application of appropriate appropriate in the circumstances. Under Section 143(3)
accounting policies; making judgments and estimates that (i) of the Act, we are also responsible for expressing our
are reasonable and prudent; and design, implementation opinion on whether the company has adequate internal
and maintenance of adequate internal financial controls, financial controls with reference to financial statements
that were operating effectively for ensuring the accuracy in place and the operating effectiveness of such controls.
and completeness of the accounting records, relevant to
the preparation and presentation of the standalone financial • Evaluate the appropriateness of accounting policies
statements that give a true and fair view and are free from used and the reasonableness of accounting estimates
material misstatement, whether due to fraud or error. and related disclosures made by the Management and
Board of Directors.
In preparing the standalone financial statements, the
Management and Board of Directors are responsible for • Conclude on the appropriateness of the Management
assessing the Company’s ability to continue as a going and Board of Directors use of the going concern basis
concern, disclosing, as applicable, matters related to going of accounting in preparation of standalone financial
statements and, based on the audit evidence obtained, 2 A. As required by Section 143(3) of the Act, we
whether a material uncertainty exists related to events report that:
or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If a. We have sought and obtained all the
we conclude that a material uncertainty exists, we information and explanations which to the best
are required to draw attention in our auditor’s report of our knowledge and belief were necessary
to the related disclosures in the standalone financial for the purposes of our audit.
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on b. In our opinion, proper books of account as
the audit evidence obtained up to the date of our required by law have been kept by the Company
auditor’s report. However, future events or conditions so far as it appears from our examination of
those books except for the matter stated in
may cause the Company to cease to continue as a
the paragraph 2(B)(f) below on reporting
going concern.
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.
• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
c. The standalone balance sheet, the standalone
disclosures, and whether the standalone financial statement of profit and loss (including other
statements represent the underlying transactions and comprehensive income), the standalone
events in a manner that achieves fair presentation. statement of changes in equity and the
standalone statement of cash flows dealt with
We communicate with those charged with governance by this Report are in agreement with the books
regarding, among other matters, the planned scope and of account.
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify d. In our opinion, the aforesaid standalone
during our audit. financial statements comply with the Ind AS
specified under Section 133 of the Act.
We also provide those charged with governance with a
statement that we have complied with relevant ethical e. On the basis of the written representations
requirements regarding independence, and to communicate received from the directors as on 31 March
with them all relationships and other matters that may 2024 taken on record by the Board of
reasonably be thought to bear on our independence, and Directors, none of the directors is disqualified
where applicable, related safeguards. as on 31 March 2024 from being appointed as
a director in terms of Section 164(2) of the Act.
From the matters communicated with those charged with
governance, we determine those matters that were of most f. The modification relating to the maintenance
significance in the audit of the standalone financial statements of accounts and other matters therewith are
as stated in the paragraph 2(A)(b) above on
of the current period and are therefore the key audit matters.
reporting under Section 143(3)(b) of the Act
We describe these matters in our auditor’s report unless law
and paragraph 2(B)(f) below on reporting
or regulation precludes public disclosure about the matter or
under Rule 11(g) of the Companies (Audit and
when, in extremely rare circumstances, we determine that a
Auditors) Rules, 2014
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably g. With respect to the adequacy of the internal
be expected to outweigh the public interest benefits of financial controls with reference to financial
such communication. statements of the Company and the operating
effectiveness of such controls, refer to our
Report on Other Legal and Regulatory Requirements separate Report in “Annexure B”.
1. As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”) issued by the Central Government B. With respect to the other matters to be included in
of India in terms of Section 143(11) of the Act, we the Auditor’s Report in accordance with Rule 11 of
give in the “Annexure A” a statement on the matters the Companies (Audit and Auditors) Rules, 2014, in
specified in paragraphs 3 and 4 of the Order, to the our opinion and to the best of our information and
extent applicable. according to the explanations given to us:
a. The Company has disclosed the impact of (iii) Based on the audit procedures performed
pending litigations as at 31 March 2024 on its that have been considered reasonable and
financial position in its standalone financial appropriate in the circumstances, nothing
statements - Refer Note 38 to the standalone has come to our notice that has caused us
financial statements. to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
b. The Company did not have any long- provided under (i) and (ii) above, contain
term contrac ts including derivative any material misstatement.
contracts for which there were any material
foreseeable losses. e. As stated in Note 15(b) to the standalone
financial statements, the Board of Directors
c. There were no amounts which were required of the Company has proposed final dividend
to be transferred to the Investor Education and for the year which is subject to the approval
Protection Fund by the Company. of the members at the ensuing Annual
General Meeting. The dividend declared is in
d (i) The management has represented that, accordance with Section 123 of the Act to the
to the best of their knowledge and belief, extent it applies to declaration of dividend.
other than as disclosed in the Note 45 to
the standalone financial statements, no f. Based on our examination which included test
funds have been advanced or loaned or checks, the Company has used accounting
invested (either from borrowed funds or softwares for maintaining its books of account
share premium or any other sources or relating to general ledger and payroll, however,
kind of funds) by the Company to or in any the feature of recording audit trail (edit log)
other person(s) or entity(ies), including facility has not been enabled.
foreign entities (“Intermediaries”), with
the understanding, whether recorded in C. With respect to the matter to be included in the
writing or otherwise, that the Intermediary Auditor’s Report under Section 197(16) of the Act:
shall directly or indirectly lend or invest in
other persons or entities identified in any In our opinion and according to the information and
manner whatsoever by or on behalf of the explanations given to us, the remuneration paid by the
Company (“Ultimate Beneficiaries”) or Company to its directors during the current year is in
provide any guarantee, security or the like accordance with the provisions of Section 197 of the
on behalf of the Ultimate Beneficiaries. Act. The remuneration paid to one of the director of
the Company has exceeded the limit prescribed under
(ii) The management has represented that, Section 197 of the Act for which requisite shareholders
to the best of their knowledge and belief, approval has been obtained. The Ministry of Corporate
other than as disclosed in the Note 45 to Affairs has not prescribed other details under Section
the standalone financial statements, no 197(16) of the Act which are required to be commented
funds have been received by the Company upon by us.
from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with
For B S R & Co. LLP
the understanding, whether recorded in
Chartered Accountants
writing or otherwise, that the Company
Firm’s Registration No.:101248W/W-100022
shall directly or indirectly, lend or invest
in other persons or entities identified
in any manner whatsoever by or on
behalf of the Funding Parties (“Ultimate Umang Banka
Beneficiaries”) or provide any guarantee, Partner
security or the like on behalf of the Place: Bengaluru Membership No.: 223018
Ultimate Beneficiaries. Date: 20 May 2024 ICAI UDIN:24223018BKFQMZ8954
Annexure A to the Independent Auditor’s Report on the Standalone Financial Statements of S.J.S. Enterprises Limited
for the year ended 31 March 2024
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
(i) (a) (A) The Company has maintained proper records of Benami Property Transactions Act, 1988 and rules
showing full particulars, including quantitative made thereunder.
details and situation of Property, Plant
and Equipment. (ii) (a) The inventory, except goods-in-transit and stocks
lying with third parties, has been physically verified
(B) The Company has maintained proper records by the management during the year.For stocks
showing full particulars of intangible assets. lying with third parties at the year-end, written
confirmations have been obtained and for goods-
(i) (b) According to the information and explanations given in-transit subsequent evidence of receipts has
to us and on the basis of our examination of the been linked with inventory records. In our opinion,
records of the Company, the Company has a regular the frequency of such verification is reasonable
programme of physical verification of its Property, and procedures and coverage as followed by
Plant and Equipment by which all property, plant management were appropriate. No discrepancies
and equipment are verified in a phased manner were noticed on verification between the physical
over a period of three years. In accordance with this stocks and the book records that were more than
programme, certain property, plant and equipment 10% in the aggregate of each class of inventory
were verified during the year. In our opinion, this
(b) According to the information and explanations
periodicity of physical verification is reasonable
given to us and on the basis of our examination of
having regard to the size of the Company and the
the records of the Company, the Company has been
nature of its assets. No material discrepancies were
sanctioned working capital limits in excess of five
noticed on such verification.
crore rupees, in aggregate, from banks or financial
institutions on the basis of security of current assets.
(c) According to the information and explanations
In our opinion, the quarterly returns or statements
given to us and on the basis of our examination
filed by the Company with such banks or financial
of the records of the Company, the title deeds
institutions are in agreement with the books of
of immovable properties (other than immovable
account of the Company.
properties where the Company is the lessee and
the lease agreements are duly executed in favour (iii) According to the information and explanations given to
of the lessee) disclosed in the standalone financial us and on the basis of our examination of the records
statements are held in the name of the Company. of the Company, the Company has not provided any
guarantee or security or granted any advances in the
(d) According to the information and explanations nature of loans, secured or unsecured to companies, firms,
given to us and on the basis of our examination limited liability partnership or any other parties during
of the records of the Company, the Company has the year. The Company has not made any investments in
not revalued its Property, Plant and Equipment the firm and limited liability partnership. The Company
(including Right of Use assets) or intangible assets has not granted any loans, secured or unsecured, to
or both during the year. firms and limited liability partnership during the year.
The Company has made an investment during the year
(e) According to the information and explanations given to acquire a subsidiary and has made an investment in
to us and on the basis of our examination of the other party during the year. The Company has given a
records of the Company, there are no proceedings loan to its wholly owned subsidiary and to other parties
initiated or pending against the Company for (employees) in respect of which the requisite information
holding any benami property under the Prohibition are given below.
(a) Based on the audit procedures carried on by us and (e) According to the information and explanations
as per the information and explanations given to given to us and on the basis of our examination
us the Company has provided loans to its wholly of the records of the Company, there is no loan
owned subsidiary and other parties (employees) granted falling due during the year, which has
as below: been renewed or extended or fresh loans granted
to settle the overdues of existing loans given to
same parties. Further the Company has not given
Particulars Loans any advances in the nature of loans to any party
(` in million) during the year.
Aggregate amount during 58
the year 1.97 (f) According to the information and explanations
Wholly owned subsidiary given to us and on the basis of our examination
Others (employees) of the records of the Company, the Company has
Balance outstanding as at - not granted any loans either repayable on demand
balance sheet date 4.94 or without specifying any terms or period of
Wholly owned subsidiary repayment. Further the Company has not given any
Others (employees) advances in the nature of loans to any party during
the year.
(b) According to the information and explanations given
to us and based on the audit procedures conducted (iv) According to the information and explanations given to
by us, in our opinion the investments made during us and on the basis of our examination of the records of
the year and the terms and conditions of the grant the Company, the Company has not given any loans, or
of loans, prima facie, not prejudicial to the interest provided any guarantee or security as specified under
of the Company. The Company has not provided Section 185 of the Companies Act, 2013 (“the Act”). In
any guarantee or security or granted any advances respect of the investments made and loan given by the
in the nature of loans during the year. Company, in our opinion the provisions of Section 186
of the Act have been complied with.
(c) According to the information and explanations
given to us and on the basis of our examination (v) The Company has not accepted any deposits or amounts
of the records of the Company, in the case of loan which are deemed to be deposits from the public.
given to its wholly owned subsidiary, in our opinion, Accordingly, clause 3(v) of the Order is not applicable.
the repayment of principal and payment of interest
(vi) We have broadly reviewed the books of accounts
has been stipulated however the entire loan has
maintained by the Company pursuant to the rules
been fully repaid during the year. In case of loan
prescribed by the Central Government for maintenance
given to other parties (employees) the repayment of
of cost records under Section 148(1) of the Act in respect
principal has been regular. The loan given to other
of its manufactured goods (and/or services provided by
parties (employees) are interest free and hence
it) and are of the opinion that prima facie, the prescribed
there are no stipulation with respect to the payment
accounts and records have been made and maintained.
of interest. Further, the Company has not given any
However, we have not carried out a detailed examination
advance in the nature of loan to any party during of the records with a view to determine whether these
the year. are accurate or complete.
(d) According to the information and explanations (vii) (a) The Company does not have liability in respect
given to us and on the basis of our examination of of Service tax, Duty of excise, Sales tax and Value
the records of the Company, there is no overdue added tax during the year since effective 1 July 2017,
amount for more than ninety days in respect of these statutory dues has been subsumed into GST.
loans given. Further, the Company has not given any
advances in the nature of loans to any party during According to the information and explanations
the year. given to us and on the basis of our examination
of the records of the Company, in our opinion Tax, Provident Fund, Employees State Insurance,
amounts deducted / accrued in the books of Income-Tax, Duty of Customs or Cess or other
account in respect of undisputed statutory dues statutory dues were in arrears as at 31 March 2024
including Goods and Service Tax, Provident Fund, for a period of more than six months from the date
Employees State Insurance, Income-Tax, Duty of
they became payable.
Customs or Cess or other statutory dues have been
generally regularly deposited by the Company with
(b) According to the information and explanations
the appropriate authorities.
given to us and on the basis of our examination of
According to the information and explanations the records of the Company, statutory dues relating
given to us and on the basis of our examination to Goods and Service Tax and Income-Tax which
of the records of the Company, no undisputed have not been deposited on account of any dispute
amounts payable in respect of Goods and Service are as follows:
Name of Nature of Amount (`) Period to which the Forum where dispute
the statute the dues amount relates is pending
The Income Tax Income Tax 159,243,177 2012-13, 2014-15, Commissioner of Income Tax
Act, 1961 and Interest 2017-18, 2020-21 and (Appeals)
2022-23
The Income Tax Income tax 900,690 2018-19 Income Tax Appellate Tribunal
Act, 1961 and Interest
The Central Excise Ineligible input 3,431,271 June 2006 to Customs, Excise and Service Tax
Act, 1944 tax availed (3,000,000)* March 2009 Appellate Tribunal, Bengaluru
The Central Goods Ineligible input 2,002,862 2017-18 Commissioner Appeals (GST)
and Service Tax tax availed
Act, 2017
* Amounts in brackets represents payment made under protest.
(viii) According to the information and explanations given to (c) In our opinion and according to the information
us and on the basis of our examination of the records and explanations given to us by the management,
of the Company, the Company has not surrendered or term loans were applied for the purpose for which
disclosed any transactions, previously unrecorded as the loans were obtained.
income in the books of account, in the tax assessments
under the Income Tax Act, 1961 as income during (d) According to the information and explanations
the year. given to us and on an overall examination of the
balance sheet of the Company, we report that no
(ix) (a) According to the information and explanations
funds raised on short-term basis have been used
given to us and on the basis of our examination of
for long-term purposes by the Company.
the records of the Company, the Company has not
defaulted in repayment of loans and borrowing or
(e) According to the information and explanations
in the payment of interest thereon to any lender.
given to us and on an overall examination of the
(b) According to the information and explanations given standalone financial statements of the Company, we
to us and on the basis of our examination of the report that the Company has not taken any funds
records of the Company, the Company has not been from any entity or person on account of or to meet
declared a wilful defaulter by any bank or financial the obligations of its wholly owned subsidiaries as
institution or government or government authority. defined under the Act.
(f) According to the information and explanations party transactions have been disclosed in the standalone
given to us and procedures performed by us, we financial statements as required by the applicable
report that the Company has not raised loans accounting standards.
during the year on the pledge of securities held in
its subsidiaries (as defined under the Act). (xiv) (a) Based on information and explanations provided
to us and our audit procedures, in our opinion,
(x) (a) The Company has not raised any moneys by way of the Company has an internal audit system
initial public offer or further public offer (including commensurate with the size and nature of
debt instruments). Accordingly, clause 3(x)(a) of the
its business.
Order is not applicable.
(b) We have considered the internal audit reports of the
(b) According to the information and explanations
Company issued till date for the period under audit.
given to us and on the basis of our examination of
the records of the Company, the Company has not
(xv) In our opinion and according to the information and
made any private placement of shares or fully or
explanations given to us, the Company has not entered
partly convertible debentures during the year. In
into any non-cash transactions with its directors
our opinion, in respect of preferential allotment of
equity shares made during the year, the Company or persons connected to its directors and hence,
has duly complied with the requirements of Section provisions of Section 192 of the Act are not applicable
42 and Section 62 of the Act. The proceeds from to the Company.
issue of equity shares have been used for the
purposes for which the funds were raised. (xvi) (a) The Company is not required to be registered
under Section 45-IA of the Reserve Bank of India
(xi) (a) Based on examination of the books and records of Act, 1934. Accordingly, clause 3(xvi)(a) of the Order
the Company and according to the information and is not applicable.
explanations given to us, considering the principles
of materiality outlined in Standards on Auditing, (b) The Company is not required to be registered under
we report that no fraud by the Company or on the Section 45-IA of the Reserve Bank of India Act,
Company has been noticed or reported during the 1934. Accordingly, clause 3(xvi)(b) of the Order is
course of the audit. not applicable.
(b) According to the information and explanations (c) The Company is not a Core Investment Company
given to us, no report under sub-section (12) of (CIC) as defined in the regulations made by the
Section 143 of the Act has been filed by the auditors Reserve Bank of India. Accordingly, clause 3(xvi)(c)
in Form ADT-4 as prescribed under Rule 13 of the
of the Order is not applicable.
Companies (Audit and Auditors) Rules, 2014 with
the Central Government.
(d) The Company is not part of any group (as per the
provisions of the Core Investment Companies
(c) As represented to us by the management, there
(Reserve Bank) Directions, 2016 as amended).
are no whistle blower complaints received by the
Accordingly, the requirements of clause 3(xvi)(d)
Company during the year.
are not applicable.
(xii) According to the information and explanations given to
us, the Company is not a Nidhi Company. Accordingly, (xvii) The Company has not incurred cash losses in
clause 3(xii) of the Order is not applicable. the current and in the immediately preceding
financial year.
(xiii) In our opinion and according to the information and
explanations given to us, the transactions with related (xviii) There has been no resignation of the statutory
parties are in compliance with Section 177 and 188 of auditors during the year. Accordingly, clause 3(xviii)
the Act, where applicable, and the details of the related of the Order is not applicable.
(xix) According to the information and explanations given a period of one year from the balance sheet date. We,
to us and on the basis of the financial ratios, ageing however, state that this is not an assurance as to the
and expected dates of realisation of financial assets future viability of the Company. We further state that
and payment of financial liabilities, other information our reporting is based on the facts up to the date of the
accompanying the standalone financial statements, our audit report and we neither give any guarantee nor any
knowledge of the Board of Directors and management assurance that all liabilities falling due within a period of
plans and based on our examination of the evidence one year from the balance sheet date, will get discharged
supporting the assumptions, nothing has come to our by the Company as and when they fall due.
attention, which causes us to believe that any material
uncertainty exists as on the date of the audit report that Also refer to the Other Information paragraph of our main
the Company is not capable of meeting its liabilities audit report which explains that the other information
existing at the date of balance sheet as and when they fall comprising the information included in Company’s
due within a period of one year from the balance sheet Annual Report is expected to be made available to us
date. We, however, state that this is not an assurance as after the date of this auditor’s report.
to the future viability of the Company. We further state
that our reporting is based on the facts up to the date (xx) In our opinion and according to the information and
of the audit report and we neither give any guarantee explanations given to us, there is no unspent amount
nor any assurance that all liabilities falling due within a under sub-section (5) of Section 135 of the Act pursuant
period of one year from the balance sheet date, will get to any project. Accordingly, clauses 3(xx)(a) and 3(xx)(b)
discharged by the Company as and when they fall due. of the Order are not applicable.
Annexure B to the Independent Auditor’s Report on the standalone financial statements of S.J.S. Enterprises Limited
for the year ended 31 March 2024
Report on the internal financial controls with reference extent applicable to an audit of internal financial controls
to the aforesaid standalone financial statements under with reference to financial statements. Those Standards
Clause (i) of Sub-section 3 of Section 143 of the Act and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain
(Referred to in paragraph 2(A)(g) under ‘Report on Other
reasonable assurance about whether adequate internal
Legal and Regulatory Requirements’ section of our
financial controls with reference to financial statements were
report of even date)
established and maintained and if such controls operated
Opinion effectively in all material respects.
In our opinion, the Company has, in all material respects, Our audit involves performing procedures to obtain audit
adequate internal financial controls with reference to financial evidence about the adequacy of the internal financial controls
statements and such internal financial controls were operating with reference to financial statements and their operating
effectively as at 31 March 2024, based on the internal effectiveness. Our audit of internal financial controls with
financial controls with reference to financial statements reference to financial statements included obtaining an
criteria established by the Company considering the essential understanding of internal financial controls with reference
components of internal control stated in the Guidance Note. to financial statements, assessing the risk that a material
We have audited the internal financial controls with reference weakness exists, and testing and evaluating the design
to financial statements of S.J.S. Enterprises Limited (“the and operating effectiveness of internal control based on
Company”) as of 31 March 2024 in conjunction with our audit the assessed risk. The procedures selected depend on the
of the standalone financial statements of the Company for the auditor’s judgement, including the assessment of the risks of
year ended on that date. material misstatement of the standalone financial statements,
whether due to fraud or error.
Management’s and Board of Directors’ Responsibilities for
Internal Financial Controls We believe that the audit evidence we have obtained is
The Company’s Management and the Board of Directors are sufficient and appropriate to provide a basis for our audit
responsible for establishing and maintaining internal financial opinion on the Company’s internal financial controls with
controls based on the internal financial controls with reference reference to financial statements.
to financial statements criteria established by the Company Meaning of Internal Financial Controls with Reference to
considering the essential components of internal control Financial Statements
stated in the Guidance Note on Audit of Internal Financial A company’s internal financial controls with reference
Controls Over Financial Reporting issued by the Institute of to financial statements is a process designed to provide
Chartered Accountants of India (the “Guidance Note”). These reasonable assurance regarding the reliability of financial
responsibilities include the design, implementation and reporting and the preparation of financial statements for
maintenance of adequate internal financial controls that were external purposes in accordance with generally accepted
operating effectively for ensuring the orderly and efficient accounting principles. A company’s internal financial
conduct of its business, including adherence to company’s controls with reference to financial statements include those
policies, the safeguarding of its assets, the prevention and policies and procedures that (1) pertain to the maintenance
detection of frauds and errors, the accuracy and completeness of records that, in reasonable detail, accurately and fairly
of the accounting records, and the timely preparation of reflect the transactions and dispositions of the assets of the
reliable financial information, as required under the Act. company; (2) provide reasonable assurance that transactions
Auditor’s Responsibility are recorded as necessary to permit preparation of financial
Our responsibility is to express an opinion on the Company’s statements in accordance with generally accepted accounting
internal financial controls with reference to financial principles, and that receipts and expenditures of the company
statements based on our audit. We conducted our audit in are being made only in accordance with authorisations of
accordance with the Guidance Note and the Standards on management and directors of the company; and (3) provide
Auditing, prescribed under Section 143(10) of the Act, to the reasonable assurance regarding prevention or timely
detection of unauthorised acquisition, use, or disposition of statements may become inadequate because of changes in
the company’s assets that could have a material effect on the conditions, or that the degree of compliance with the policies
financial statements. or procedures may deteriorate.
Inherent Limitations of Internal Financial Controls with
Reference to Financial Statements For B S R & Co. LLP
Because of the inherent limitations of internal financial Chartered Accountants
controls with reference to financial statements, including the Firm’s Registration No.:101248W/W-100022
possibility of collusion or improper management override
of controls, material misstatements due to error or fraud
may occur and not be detected. Also, projections of any Umang Banka
evaluation of the internal financial controls with reference to Partner
financial statements to future periods are subject to the risk Place: Bengaluru Membership No.: 223018
that the internal financial controls with reference to financial Date: 20 May 2024 ICAI UDIN:24223018BKFQMZ8954
(` In Million)
Note As at As at
Particulars
No. March 31, 2024 March 31, 2023
ASSETS
Non-current assets
Property, plant and equipment 3 1,295.67 1,341.53
Capital work-in-progress 3 8.74 5.49
Right-of-use assets 22 76.32 76.68
Goodwill 4 39.51 39.51
Other intangible assets 4 9.72 17.09
Financial assets
i. Investments 5 3,086.06 676.67
ii. Loans 6 - 80.00
iii. Other non-current financial assets 7 18.27 13.87
Other non-current assets 9 21.08 59.51
Total non-current assets 4,555.37 2,310.35
Current assets
Inventories 10 318.08 319.85
Financial assets
i. Investments 5 336.10 1,351.03
ii. Trade receivables 11 848.15 551.11
iii. Cash and cash equivalents 12 107.60 56.95
iv. Bank balance other than (iii) above 13 11.41 203.06
v. Loans 6 4.94 2.97
vi. Other current financial assets 7 8.49 57.88
Other current assets 9 47.39 31.30
Total current assets 1,682.16 2,574.15
Total assets 6,237.53 4,884.50
EQUITY AND LIABILITIES
Equity
Equity share capital 14 310.38 304.38
Other equity 15 4,908.31 3,876.97
Total Equity 5,218.69 4,181.35
Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings 17 314.17 -
ii. Lease liabilities 22 0.08 0.07
iii. Other financial liabilities 19 1.97 -
Deferred tax liabilities (net) 16 54.33 89.64
Total non-current liabilities 370.55 89.71
Current liabilities
Financial liabilities
i. Borrowings 17 107.83 191.14
ii. Lease liabilities 22 - 0.02
iii. Trade payables 18
a) total outstanding dues of micro enterprises and small enterprises 84.65 102.67
b) total outstanding dues of creditors other than micro enterprises and small 152.31 101.83
enterprises
iv. Other current financial liabilities 19 230.37 133.82
Other current liabilities 20 41.54 70.78
Provisions 21 27.47 7.92
Income tax liability (net) 8 4.12 5.26
Total current liabilities 648.29 613.44
Total liabilities 1,018.84 703.15
Total equity and liabilities 6,237.53 4,884.50
Material accounting policies 2
See accompanying notes to the standalone financial statements
As per our report of even date attached for and on behalf of Board of Directors of
Umang Banka K A Joseph Sanjay Thapar Mahendra Kumar Naredi Thabraz Hushain. W
Partner Managing Director CEO and Executive Director Chief Financial Officer Company Secretary
Membership number: 223018 DIN: 00784084 DIN: 01029851 PAN: AEWPN9414M PAN: ABVPW4613P
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024
(` In Million)
As per our report of even date attached for and on behalf of Board of Directors of
Umang Banka K A Joseph Sanjay Thapar Mahendra Kumar Naredi Thabraz Hushain. W
Partner Managing Director CEO and Executive Director Chief Financial Officer Company Secretary
Membership number: 223018 DIN: 00784084 DIN: 01029851 PAN: AEWPN9414M PAN: ABVPW4613P
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024
(` In Million)
(` In Million)
Reconciliation between opening and closing balance sheet for liabilities arising from financing activities:
(` In Million)
(` In Million)
The above cash flow statement has been prepared under the indirect method as set out in Ind AS 7 “Statement of Cash Flows”
prescribed under the Companies (Indian Accounting Standard) Rules, 2015 under the Companies Act, 2013.
Material accounting policies (refer Note 2)
See accompanying notes to the standalone financial statements
As per our report of even date attached for and on behalf of Board of Directors of
Umang Banka K A Joseph Sanjay Thapar Mahendra Kumar Naredi Thabraz Hushain. W
Partner Managing Director CEO and Executive Director Chief Financial Officer Company Secretary
Membership number: 223018 DIN: 00784084 DIN: 01029851 PAN: AEWPN9414M PAN: ABVPW4613P
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024
As at As at
Particulars
March 31, 2024 March 31, 2023
Opening balance 304.38 304.38
Issue of equity shares (refer note 14(C)) 6.00 -
Closing balance 310.38 304.38
Items of other
Reserves and surplus
comprehensive income Total
Share options Remeasurements of net Equity other
General Securities Retained
outstanding defined benefits liability/ instruments equity
reserve premium earnings
account (asset), net of tax through OCI
As at 1 April 2023 8.85 38.83 39.41 3,800.38 (10.51) - 3,876.97
Profit for the year - - - 675.59 - - 675.59
Share based payment to employees - 47.82 - - - - 47.82
Other comprehensive income / - - - - (0.19) 16.20 16.01
(expense)
Securities premium during the year - - 291.92 - - - 291.92
Total comprehensive income for the - 47.82 291.92 675.59 (0.19) 16.20 1,031.34
year
As at 31 March 2024 8.85 86.65 331.33 4,475.97 (10.70) 16.20 4,908.31
As at 1 April 2022 8.85 13.95 39.41 3,212.53 (3.68) - 3,271.06
Profit for the year - - - 587.86 - - 587.86
Share based payment to employees - 24.88 - - - - 24.88
Other comprehensive (expense) / - - - - (6.83) - (6.83)
income
Total comprehensive income for the - 24.88 - 587.86 (6.83) - 605.91
year
As at 31 March 2023 8.85 38.83 39.41 3,800.38 (10.51) - 3,876.97
As per our report of even date attached for and on behalf of Board of Directors of
Umang Banka K A Joseph Sanjay Thapar Mahendra Kumar Naredi Thabraz Hushain. W
Partner Managing Director CEO and Executive Director Chief Financial Officer Company Secretary
Membership number: 223018 DIN: 00784084 DIN: 01029851 PAN: AEWPN9414M PAN: ABVPW4613P
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024
in a material adjustment in the year ending 31 • It is due to be settled within twelve months
March 2024 is included in the following notes: after the reporting period, or
- Note 2 (c) and Note 2 (d)- Useful life of property, • There is no unconditional right to defer the
plant and equipment and intangible assets; settlement of the liability for at least twelve
months after the reporting period.
- Note 2 (m) - Measurement of defined benefit
obligations: key actuarial assumptions.
All other liabilities are classified as non-current.
- Note 2 (q) - Recognition and measurement of
provisions and contingencies: key assumptions The operating cycle is the time between the
about the likelihood and magnitude of an acquisition of assets for processing and their
outflow of resources realisation in cash and cash equivalents. The
Company has identified twelve months as its
- Note 34 - Financial instruments - fair values
operating cycle.
and risk management
- Note 2(a) – Accruals for discount, rebates and f) Fair value measurement
sales returns Certain accounting policies and disclosures of
the Company require the measurement of fair
- Note 2(i) – Measurement of ECL allowance for
values, for both financial and non-financial assets
trade and finance receivable, loans and contract
and liabilities.
assets: key assumptions in determining the
weighted-average loss rate; The Company has an established control framework
- Note 2(b) – Impairment test of intangible assets with respect to the measurement of fair values.
and goodwill: key assumptions underlying The valuation team regularly reviews significant
recoverable amounts. unobservable inputs and valuation adjustments.
e) Current and non-current classification Fair values are categorised into different levels in a
The Company presents assets and liabilities fair value hierarchy based on the inputs used in the
in the balance sheet based on current/ non- valuation techniques as follows:
current classification. - Level 1 inputs are quoted prices (unadjusted) in
An asset is treated as current when it is: active markets for identical assets or liabilities.
• Expected to be realized or intended to be sold - Level 2 inputs are inputs other than quoted
or consumed in normal operating cycle prices included in Level 1 that are observable
for the asset or liability, either directly (i.e. as
• Held primarily for the purpose of trading
prices) or indirectly (i.e. derived from prices).
• Expected to be realized within twelve months
- Level 3 inputs are inputs for the asset or
after the reporting period, or
liability that are not based on observable
• Cash or cash equivalent unless restricted market data (unobservable inputs).
from being exchanged or used to settle a
liability for at least twelve months after the When measuring the fair value of an asset or a
reporting period liability, the Company uses observable market data
as far as possible. If the inputs used to measure
All other assets are classified as non-current.
the fair value of an asset or a liability fall into
A liability is treated as current when: different levels of the fair value hierarchy, then
the fair value measurement is categorised in its
• It is expected to be settled in normal operating
entirety in the same level of the fair value hierarchy
cycle,
as the lowest level input that is significant to the
• It is held primarily for the purpose of trading, entire measurement.
The Company recognizes transfers between levels Step 1: Identify the contract(s) with a customer
of the fair value hierarchy at the end of the reporting
period during which the change has occurred. Step 2: Identify the performance obligation
in contract
Further information about the assumptions
made in measuring fair values is included in the Step 3: Determine the transaction price
following notes:
Step 4: Allocate the transaction price to the
- Note 33 and 34: financial instruments performance obligations in the contract
2)SUMMARY OF MATERIAL ACCOUNTING POLICIES Step 5: Recognise revenue when (or as) the entity
(a) Revenue recognition satisfies a performance obligation
Sale of goods
Revenue is recognised upon transfer of control of Contracts are subject to modification to account for
promised goods to customer in an amount that changes in contract specification and requirements.
reflects the consideration the Company expects to The Company reviews modification to contract
receive in exchange for those goods or services. in conjunction with the original contract, basis
which the transaction price could be allocated
The Company recognises revenue to depict the to a new performance obligation, or transaction
transfer of promised goods or services to customers price of an existing obligation could undergo a
in an amount that reflects the consideration to change. In the event transaction price is revised
which the entity expects to be entitled in exchange for existing obligation, a cumulative adjustment is
for those goods or services. accounted for.
no significant uncertainty exists regarding the whether a particular set of activities and assets is a
collection of consideration. business, the Group assesses whether the set of assets
and activities acquired includes, at minimum, an input
Export incentives and substantive process and whether the acquired set
Government incentives are accrued for based has the ability to produce outputs. Acquisition related
on fulfilment of eligibility criteria for availing the costs are recognized in the statement of profit and loss
incentives and when there is no uncertainty in as incurred. The cost of acquisition also includes the
receiving the same. fair value of deferred consideration. The consideration
transferred in a business combination is measured at fair
Variable consideration value, which is calculated as the sum of the acquisition-
If the consideration in a contract includes a variable date fair values of the assets transferred by the Group,
amount, such as sales returns and discounts, the liabilities incurred by the Group to the former owners of
Company estimates the amount of consideration the acquiree and the equity interests issued by the Group
to which it will be entitled in exchange for in exchange of control of the acquiree.
transferring the goods to the customer. The
variable consideration is estimated at contract At the acquisition date (the date on which the control
inception and constrained until it is highly probable is acquired), the identifiable assets acquired and the
that a significant revenue reversal in the amount liabilities assumed are recognised at their fair value,
of cumulative revenue recognised will not occur except that:
when the associated uncertainty with the variable
consideration is subsequently resolved. • deferred tax assets or liabilities, and assets or
liabilities related to employee benefit arrangements
Other income are recognised and measured in accordance with
Other income comprises interest income on Ind AS 12 Income Taxes and Ind AS 19 Employee
deposits, gain/ (losses) on disposal of financial Benefits respectively;
assets and non-financial assets. It is recognised on
accrual basis except where the receipt of income • liabilities or equity instruments related to share-
is uncertain. based payment arrangements of the acquiree or
share-based payment arrangements of the Group
Interest income is recognised using the effective entered into to replace share-based payment
interest method. The ‘effective interest rate’ is the arrangements of the acquiree are measured in
rate that exactly discounts the estimated future accordance with Ind AS 102 Share-based Payment
cash payments or receipts over the expected life of at the acquisition date.
the financial instrument to:
Purchase consideration paid in excess of the fair value
• The gross carrying amount of the financial of net assets acquired is recognized as goodwill. Where
asset; or the fair value of identifiable assets and liabilities exceed
the cost of acquisition, after reassessing the fair values
• The amortised cost of the financial liability. of the net assets and contingent liabilities, the excess is
recognized as capital reserve.
Dividend income is accounted when the right
to receive the dividend is established, Dividend Business combinations arising from transfers of
income is included under the head “Other income” interests in entities that are under common control are
in the statement of profit and loss account. accounted at historical cost. The difference between
any consideration given and the aggregate historical
(b) Business combination carrying amounts of assets and liabilities of the acquired
In accordance with Ind AS 103, Business combinations, entity are recorded in shareholders’ equity.
the Group accounts for business combinations after
acquisition date using the acquisition method when Non-controlling interests that are present ownership
control is transferred to the Group. In determining interests and entitle their holders to a proportionate
share of the entity’s net assets in the event of liquidation be impaired. If the recoverable amount of the cash-
may be initially measured either at fair value or at the generating unit is less than its carrying amount, the
non-controlling interests’ proportionate share of the impairment loss is allocated first to reduce the carrying
recognised amounts of the acquiree’s identifiable net amount of any goodwill allocated to the unit and then to
assets. The choice of measurement basis is made on a the other assets of the unit pro rata based on the carrying
transaction-by-transaction basis. amount of each asset in the unit. Any impairment loss
for goodwill is recognized directly in statement of profit
If the initial accounting for a business combination is and loss. An impairment loss recognised for goodwill is
incomplete by the end of the reporting period in which not reversed in subsequent periods.
the combination occurs, the Group reports provisional
amounts for the items for which the accounting is On disposal of the relevant cash-generating unit, the
incomplete. Those provisional amounts are adjusted attributable amount of goodwill is included in the
during the measurement period (see above), or determination of the profit or loss on disposal.
additional assets or liabilities are recognized, to reflect
new information obtained about facts and (c) Property, plant and equipment
Property, plant and equipment, excluding Freehold land
circumstances that existed at the acquisition date that, are carried at cost less accumulated depreciation and
if known, would have affected the amounts recognized impairment losses, if any. The cost of property, plant and
at that date. equipment comprises its purchase price net of any trade
discounts and rebates, any import duties and other taxes
Intangible assets: (other than those subsequently recoverable from the
Intangible assets acquired in a business combination tax authorities), any directly attributable expenditure on
are measured at fair value as at the date of acquisition. bringing the assets to working condition for its intended
Following initial recognition, intangible assets are carried use and estimated cost of dismantling and removing the
at cost less accumulated amortization and impairment items and restoring the site on which it is located.
losses, if any. The amortization of an intangible asset
with a finite useful life reflects the manner in which the The cost of a self-constructed item of property, plant and
economic benefit is expected to be generated and is equipment comprises the cost of materials, direct labour,
included in depreciation and amortization expenses in any other costs directly attributable to bringing the item
the statements of profit and loss. The estimated useful to working condition for its intended use and estimated
life of amortizable intangibles are reviewed and where costs of dismantling and removing them and restoring
appropriate are adjusted, annually. the site on which it is located.
Subsequent to initial recognition, intangible assets If significant parts of an item of property, plant and
acquired in a business combination are reported at equipment have different useful lives, then they are
cost less accumulated amortisation and accumulated accounted for as separate items (major components) of
impairment losses, on the same basis as intangible assets property, plant and equipment.
that are acquired separately.
Subsequent expenditure is capitalized only if it is
Goodwill: probable that the future economic benefits associated
Goodwill arising on an acquisition of a business is carried with the expenditure will flow to the Company and such
at cost as established at the date of acquisition of the expenditure can be measured reliably.
business less accumulated impairment losses, if any.
The cost and related accumulated depreciation are
For the purposes of impairment testing, goodwill is eliminated from the financial statements upon sale or
allocated to cash-generating units. The allocation is retirement of the asset and the resultant gains or losses
made to those cash generating units or groups of cash are recognized in the statement of profit and loss. Assets
generating units that are expected to benefit from the to be disposed off are reported at the lower of the
business combination in which such goodwill arose. carrying value or the fair value less cost to sell.
A cash-generating unit to which goodwill has been
allocated is tested for impairment annually, or more If significant parts of an item of property, plant and
frequently when there is an indication that the unit may equipment have different useful lives, then they are
accounted for as separate items (major components) of Freehold land is not depreciated. The estimated useful
property, plant and equipment. lives, residual values and depreciation method are
reviewed at the end of each reporting period, with the
A property, plant and equipment are eliminated from effect of any changes in estimate accounted for on a
the standalone financial statements on disposal or when
prospective basis.
no further benefit is expected from its use and disposal.
Assets retired from active use and held for disposal are
An asset’s carrying amount is written down immediately
generally stated at the lower of their net book value and
to its recoverable amount if the asset’s carrying amount
net realizable value. Any gain or losses arising disposal
is greater than its estimated recoverable amount. Gains
of property, plant and equipment is recognized in the
and losses on disposal are determined by comparing
statement of profit and loss.
proceeds with carrying amount. These are included in
Advance paid towards the acquisition of property, plant statement of profit or loss within other gains / losses.
and equipment outstanding at each balance sheet date
classified as capital advances under other non-current (d) Other Intangible assets
assets and the cost of the assets not put to use before Intangible assets with finite useful lives that are
such date are disclosed under capital work in progress. acquired separately are carried at cost less accumulated
amortisation and accumulated impairment losses.
The cost property, plant and equipment at 1 April
Intangible assets are amortized over their respective
2019, the Company’s date of transition to Ind AS,
individual estimated useful lives on a straight-line
was determined with reference to its carrying value
basis, from the date that they are available for use. The
recognised as per the previous GAAP (deemed cost), as
estimated useful life of an identifiable intangible asset
at the date of transition to Ind AS.
is based on a number of factors including the effects of
Depreciation and useful lives obsolescence, demand, competition, and other economic
Depreciable amount for assets is the cost of asset less factors (such as the stability of the industry, and known
its estimated residual value. Depreciation on property, technological advances), and the level of maintenance
plant and equipment is calculated on a straight-line expenditures required to obtain the expected future
basis using the rates arrived at based on the useful lives cash flows from the asset. Amortization methods and
estimated by the management. Based on the internal useful lives are reviewed periodically including at each
technical assessment, the management believes that financial year end.
the useful lives as given below, which are different from
those prescribed in Part C of schedule II of the Act, best The useful lives of intangible assets that is considered for
represent the period over which Management expects amortization of intangible assets are as follows:
to use these assets.
Intangible Asset Management's estimate of
Property, Plant Management's Useful useful life (in years)
and Equipment estimate of life as per
Computer software 3
useful life (in Schedule II
Technical know how 3
years)
Customer relationship 7
Buildings 30 30 Non-compete fees 3
Electrical installations 10 10 Intellectual 3
Plant and machineries 15 15 property rights
Furniture and fixtures 10 10
Computers 3 3 The residual values, useful lives and method of
Servers 3 6 amortization of intangible assets are reviewed at each
Office equipments 5 5 financial year end and adjusted, if appropriate.
Vehicle 8 8
Leasehold improvements 5 years or - An intangible asset is derecognised on disposal, or when
lease period no future economic benefits are expected from use or
whichever
disposal. Gains or losses arising from derecognition of
is lower
or decreased to recognise the investor’s share of the principal and interest on the principal
profit or loss of the investee after the date of acquisition. amounts outstanding.
The investor’s share of the investee’s profit or loss is
• A debt investment is measured at FVTOCI
recognised in the investor’s profit or loss.
if it meets both of the following conditions
and is not designated as at FVTPL:
(i)
Financial Instruments
A. Financial assets • The asset is held within a business model
i) Recognition and initial measurement whose objective is achieved by both
Trade receivables and debt securities are collecting contractual cash flow and
initially recognized when they are originated. selling financial assets; and
All other financial assets and liabilities are
• The contractual terms of the financial
initially recognized when the Company
assets give rise on a specified date to
becomes a party to contractual provisions of
cash flows that are solely payments of
the instrument.
principal and interest on the principal
All financial instruments are recognised amounts outstanding.
initially at fair value. Transaction costs that are
On initial recognition of an equity investment
attributable to the acquisition of the financial
that is not held for trading, the Company
asset (other than financial assets recorded at
may irrevocably elect to present subsequent
fair value through profit or loss) are included
changes in the investment’s fair value in OCI
in the fair value of the financial assets.
(designated as FVOCI- equity investment).
ii) Classification and subsequent This election is made on an investment-to-
measurement Financial assets investment basis.
On initial recognition, a financial instrument is
classified and measured at All financial assets not classified as amortized
cost or FVOCI as described above are measured
• Amortised cost at FVTPL. On initial recognition, the Company
• Fair value through other comprehensive may irrevocably designate a financial asset
income (FVOCI) - debt instruments; that otherwise meets the requirements to be
measured at amortized cost or at FVOCI as at
• Fair value through other comprehensive FVTPL, if doing so eliminates or significantly
income (FVOCI) - equity investments; or reduces an accounting mistake that would
• Fair value through profit and loss (FVTPL). otherwise arise.
loss. Any gain or loss on derecognition is to provide for impairment loss. However, if
recognized in the statement of profit and loss. credit risk has increased significantly, lifetime
ECL is used. If in subsequent period, credit
Debt investments at FVTOCI: quality of the instrument improves such that
These assets are subsequently measured at fair there is no longer a significant increase in
value. Interest income under effective interest credit risk since initial recognition, then the
method, foreign exchange gains and losses and Company reverts to recognising impairment
impairment are recognized in the statement of
loss allowance based on 12 month ECL.
profit and loss. Other net gains and losses are
recognized in OCI. On derecognition, gains
iii) Derecognition of financial assets
and losses accumulated in OCI are reclassified
A financial asset is derecognized only when:
to the statement of profit and loss.
• the Company has transferred the rights to
Equity investments at FVTOCI:
receive cash flows from financial asset or
These assets are subsequently measured at
fair value. Dividends are recognized as income
• retains the contractual rights to receive
in the statement of profit and loss unless the
the cash flows from financial asset but
dividend clearly represents a recovery of part
of the cost of the investment. Other net gains assumes a contractual obligation to pay
and losses are recognized in OCI and are not the cash flows to one or more recipients.
reclassified to the statement of profit and loss.
Where the Company has transferred an
Impairment of financial assets asset, the Company evaluates whether it has
The Company assesses on a forward-looking transferred substantially all risks and rewards of
basis the expected credit losses associated ownership of the financial asset. In such cases,
with its assets carried at amortised cost. The the financial asset is derecognized. Where the
impairment methodology applied depends Company has not transferred substantially all
on whether there has been a significant risks and rewards of ownership of the financial
increase in credit risk. Note 34 details how the asset, the financial asset is not derecognized.
Company determines whether there has been
a significant increase in credit risk. Where the Company has neither transferred
a financial asset nor retains substantially all
In accordance with Ind AS 109, the Company risks and rewards of ownership of the financial
applies expected credit loss (“ECL”) model for asset, the financial asset is derecognized if
measurement and recognition of impairment the Company has not retained control of the
loss. The Company follows ‘simplified
financial asset. Where the Company retains
approach’ for recognition of impairment loss
control of the financial asset, the asset is
allowance on financial assets, trade receivables.
continued to be recognized to the extent of
The application of simplified approach does
continuing involvement in the financial asset.
not require the Company to track changes in
credit risk. Rather, it recognises impairment
B. Financial liability
loss allowance based on lifetime ECLs at each
i) Initial recognition and measurement
reporting date, right from its initial recognition.
Financial liabilities are classified, at initial
For recognition of impairment loss on recognition, as financial liabilities at fair value
other financial assets and risk exposure, the through profit or loss or amortised cost. All
Company determines that whether there has financial liabilities are recognized initially at
been a significant increase in the credit risk fair value and, in case of loans and borrowings
since initial recognition. If credit risk has not and payables, net of directly attributable
increased significantly, 12-month ECL is used transaction costs.
The Company’s gratuity scheme is administered the undiscounted amount of the benefits expected
through a third party trust and the provision for to be paid in exchange for the related service.
the same is determined on the basis of actuarial
valuation carried out by an independent actuary. e. Share-based payment transactions
Provision is made for the shortfall, if any, between The cost of equity-settled transactions is
the amounts required to be contributed to meet determined by the fair value at the date when the
the accrued liability for gratuity as determined grant is made using an appropriate valuation model
by actuarial valuation and the available corpus of and Company’s estimate of equity instruments
the funds. that will vest. That cost is recognized, together
with a corresponding increase in share-options
c. Short-term employee benefits outstanding account in equity, over the period in
All employee benefits falling due wholly within which the performance and/or service conditions
twelve months of rendering the services are are fulfilled in employee benefits expense.
classified as short term employee benefits,
which include benefits like salaries, wages and (n) Borrowing costs
performance incentives and are recognised as Borrowing costs are interest and other costs (including
exchange differences relating to foreign currency
expenses in the period in which the employee
borrowings to the extent that they are regarded as an
renders the related service.
adjustment to interest costs) incurred in connection with
Short term employee benefits are measured on the borrowing of funds. Borrowing costs allocated to
and utilized for qualifying assets pertaining to the period
an undiscounted basis and are expensed as the
from commencement of activities directly attributable to
related service is provided. A liability is recognized
the acquisition, construction or production of upto the
for the amount expected to be paid e.g. short
date of capitalisation of such asset are added to the cost
term performance incentive, if the Company has
of the assets. Qualifying asset is an asset that necessarily
a present legal or constructive obligation to pay
takes a substantial period of time to get ready for its
this amount as a result of past services provided by
intended use Borrowing cost also includes exchange
the employee and the amount of obligation can be
differences to the extent regarded as an adjustment
estimated reliably.
to the borrowing costs.. All other borrowing costs are
expensed in the period in which they occur.
When the benefits of a plan are changed or when a
plan is curtailed, the resulting change in benefit that
(o) Leases
relates to past service (‘past service cost’ or ‘past
The Company assesses at contract inception whether a
service gain’) or the gain or loss on curtailment is
contract is, or contains, a lease, that is if the contract
recognized immediately in the statement of profit conveys the right to control the use of an identified asset
and loss. The Company recognizes gains and losses for a period of time in exchange for consideration.
on the settlement of a defined benefit plan when
the settlement occurs. Company as a lessee
The Company accounts for each lease component
d. Compensated absences: within the contract as a lease separately from non-
Compensated absences which are not expected to lease components of the contract and allocates the
occur within twelve months after the end of the consideration in the contract to each lease component
period in which the employee renders the related on the basis of the relative stand-alone price of the lease
services are recognised at an actuarially determined component and the aggregate stand-alone price of the
liability at the present value of the defined benefit non-lease components.
obligation at the Balance sheet date. In respect of
compensated absences expected to occur within The Company recognises a right-of-use (ROU) asset
twelve months after the end of the period in which representing its right to use the underlying assets
the employee renders the related services, liability for the lease term and a lease liability at the lease
for short-term employee benefits is measured at commencement date. The ROU asset is initially measured
at cost, which comprises the initial amount of the lease Deferred income tax assets and liabilities are recognized
liability adjusted for any lease payments made at or for all temporary differences arising between the tax
before the commencement date, plus any initial direct bases of assets and liabilities and their carrying amounts
costs incurred and an estimate of costs to dismantle and in the standalone financial statements except for the
remove the underlying asset or to restore the underlying cases mentioned below.
asset or the site on which it is located, less any lease
incentives received. Deferred income tax assets and liabilities are measured
using tax rates and tax laws that have been enacted or
The right-of-use assets is subsequently measured at substantively enacted by the balance sheet date and
cost less any accumulated depreciation, accumulated are expected to apply to taxable income in the years in
which those temporary differences are expected to be
impairment losses, if any and adjusted for any
recovered or settled. The effect of changes in tax rates on
remeasurement of the lease liability. The right-of-use
deferred income tax assets and liabilities is recognized
assets is depreciated using the straight-line method from
as income or expense in the period that includes the
the commencement date over the shorter of lease term
enactment or substantive enactment date.
or useful life of right-of-use asset. The estimated useful
lives of right-of-use assets are determined on the same Deferred tax is not recognized for temporary differences
basis as those of property, plant and equipment. Right- arising on the initial recognition of assets and liabilities
of-use assets are tested for impairment whenever there in a transaction that is not a business combination and
is any indication that their carrying amounts may not be that affects neither accounting nor taxable profits or loss
recoverable. Impairment loss, if any, is recognised in the at the time of the transaction, and temporary investment
statement of profit and loss.. related to investment in subsidiaries, associates and
joint agreements to the extent that the Company is
When the lease liability is remeasured in this way, a able to control the timing of reversal of the temporary
corresponding adjustment is made to the carrying differences and it is probable that they will not reverse
amount of the right-of-use asset, or is recorded in profit in the foreseeable future.
or loss if the carrying amount of the right-of-use asset
has been reduced to zero. Deferred tax assets are recognised to the extent
that it is probable that future taxable profits will be
The Company applies the short-term lease recognition available against which they can be used. The Company
exemption to all assets that have a lease term of 12 recognises a deferred tax asset only to the extent that
months or less from the commencement date. The lease it has sufficient taxable temporary differences or there
payments associated with these leases are recognized as is convincing other evidence that sufficient taxable
an expense on a straight-line basis over the lease term. profits will be available against which such deferred tax
Further, leases for which the underlying asset is of low can be realised. Deferred tax assets, unrecognised or
recognised, are reviewed at each reporting date and are
value has been recognized immediately in the Statement
recognised/reduced to the extent that it is probable/no
of Profit and Loss.
longer probable respectively that the related tax benefit
will be realised.
(p) Taxation
Income tax expense comprises current and deferred
The Company offsets, the current tax assets and liabilities
income tax. Income tax expense is recognized in net
(on a year on year basis) and deferred tax assets and
profit in the statement of profit and loss except to the
liabilities, where it has a legally enforceable right and
extent it relates to items recognized directly in equity, where it intends to settle such assets and liabilities on a
in which case it is recognized in other comprehensive net basis.
income.Current income tax for current and prior periods
is recognized at the amount expected to be paid or (q) Provisions and Contingent Liabilities
recovered from the tax authorities, using the tax rates (i) Provisions
and tax laws that have been enacted or substantively Provisions are recognised when the Company has
enacted by the reporting date. a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow basic earnings per share and also the weighted average
of resources embodying economic benefits will number of equity shares which could have been issued
be required to settle the obligation and a reliable on the conversion of all dilutive potential equity shares.
estimate can be made of the amount of the
obligation. When the Company expects some or Dilutive potential equity shares are deemed converted
all of a provision to be reimbursed, the expense as of the beginning of the reporting date, unless they
relating to a provision is presented in the statement have been issued at a later date. In computing diluted
of profit and loss net of any reimbursement. If earnings per share, only potential equity shares that is
the effect of the time value of money is material, dilutive and which either reduces earnings per share or
provisions are discounted using a current pre- increase loss per share are included.
tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used, (s) Segment reporting
the increase in the provision due to the passage of Operating segments are reported in a manner consistent
time is recognised as a finance cost. Expected future with the internal reporting provided to the chief operating
operating losses are not provided for. decision maker (CODM). The Company has identified
one reportable segment based on the dominant source,
(ii) Onerous contract nature of risks and return and the internal organisation
Provision for onerous contracts. i.e. contracts and management structure and for which discrete
where the expected unavoidable cost of meeting financial information is available. The CODM monitors
the obligations under the contract exceed the the operating results of the entity as a whole for the
economic benefits expected to be received under it, purpose of making decisions about resource allocation
are recognised when it is probable that an outflow and performance assessment. Refer Note 41 for segment
of resources embodying economic benefits will be information and segment reporting.
required to settle a present obligation as a result of
an obligating event based on a reliable estimate of (t) Cash flow statement
such obligation. Cash flows are reported using the indirect method,
whereby net profit before taxes for the period is adjusted
(iii) Contingent liabilities for the effects of transactions of a non-cash nature, any
A disclosure for contingent liabilities is made deferrals or accruals of past or future operating cash
where there is a possible obligation or a present receipts or payments and item of income or expenses
obligation that may probably not require an associated with investing or financing cash flows. The
outflow of resources. When there is a possible or a cash flows from operating, investing and financing
present obligation where the likelihood of outflow activities of the Company are segregated.
of resources is remote, no provision or disclosure
is made. (u) Government grants
Government grants are recognized where there is
Provisions and contingent liabilities are reviewed at reasonable assurance that the grant will be received,
each Balance Sheet date. and all attached conditions will be complied with. When
the grant relates to an expense item, it is recognized as
(r) Earnings per share income on a systematic basis over the periods that the
The basic earnings per share is computed by dividing related costs, for which it is intended to compensate,
the net profit attributable to the owners of the Company are expensed. When the grant relates to an asset, it is
for the year by the weighted average number of equity recognized as income in proportion to the depreciation
shares outstanding during reporting period. charged over the expected useful life of the related asset.
Diluted earnings per share is computed by dividing the (v) Recent pronouncements
net profit by the weighted average number of equity Ministry of Corporate Affairs (“MCA”) notifies new
shares considered for deriving basic earnings per share standards or amendments to the existing standards
and also the weighted average number of equity shares under companies (Indian Accounting Standards) Rules
that could have been issued upon conversion of all as issued from time to time. For the year ended 31
dilutive potential equity shares. The number of shares March 2024, MCA has not notified any new standards
used in computing diluted earnings per share comprises or amendments to existing standards applicable to
the weighted average shares considered for deriving the Company.
Particulars Freehold Buildings Electrical Plant and Furniture Computers Office Vehicles Total Capital
Land installations machineries and fixtures (including equipment work-in-
servers) progress
(Note i)
Cost or deemed cost
As at 1 April 2022 278.10 510.63 158.82 1,051.36 31.40 23.79 45.94 49.58 2,149.62 1.91
Additions - 0.93 - 79.43 2.55 14.20 2.22 13.65 112.98 5.49
Deletions - - - (1.52) - (1.67) (3.23) (4.70) (11.12) -
Capitalised - - - - - - - - - (1.91)
As at 31 March 2023 278.10 511.56 158.82 1,129.27 33.95 36.32 44.93 58.53 2,251.48 5.49
Additions - - - 102.26 2.98 9.24 2.56 4.06 121.10 8.74
Deletions - - - (4.11) (0.68) (1.24) - (3.98) (10.01) -
Capitalised - - - - - - - - - (5.49)
As at 31 March 2024 278.10 511.56 158.82 1,227.42 36.25 44.32 47.49 58.61 2,362.57 8.74
Accumulated depreciation
As at 1 April 2022 - 81.55 51.10 554.15 11.22 15.19 32.83 16.52 762.56 -
Depreciation for the year - 16.12 15.41 104.47 2.61 4.81 6.51 5.92 155.85 -
Depreciation on deletions - - - (0.33) - (1.58) (3.07) (3.48) (8.46) -
As at 31 March 2023 - 97.67 66.51 658.29 13.83 18.42 36.27 18.96 909.95 -
Depreciation for the year - 16.14 15.41 109.46 2.89 8.83 4.11 6.39 163.23 -
Depreciation on deletions - - - (3.00) (0.66) (1.17) - (1.45) (6.28) -
As at 31 March 2024 - 113.81 81.92 764.75 16.06 26.08 40.38 23.90 1,066.90 -
Net carrying amount
As at 1 April 2022 278.10 429.08 107.72 497.21 20.18 8.60 13.11 33.06 1,387.06 1.91
As at 31 March 2023 278.10 413.89 92.31 470.98 20.12 17.90 8.66 39.57 1,341.53 5.49
As at 31 March 2024 278.10 397.75 76.90 462.67 20.19 18.24 7.11 34.71 1,295.67 8.74
Note (i)
(a) The ageing information for capital work in progress for the year ended 31 March 2024 and 31 March 2023 are as follows::
(` In Million)
Particulars Amount in capital work-in-progress for a period of
Less than1 year 1 - 2 Years 2-3 Years More than 3 years Total
31 March 2024
Projects in progress 8.74 - - - 8.74
Projects temporarily suspended - - - - -
8.74 - - - 8.74
31 March 2023
Projects in progress 5.49 - - - 5.49
Projects temporarily suspended - - - - -
5.49 - - - 5.49
(b) There are no capital work in progress whose completion is overdue or exceeded its cost compared to its original plan.
(c) The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease
agreements are duly executed in favor of the lessee), are held in the name of the company.
(d) There has been no revaluation of property, plant and equipment done during the year.
(e) At 31 March 2024, freehold land and building amounting to ` 453.30 million (31 March 2023: ` 468.19 million) are subject
to 1st charge secured bank loans [refer Note 17]
(a) The Company does not have any intangible assets under development.
(b) Goodwill arising upon business combination is not amortized but tested for impairment annually or more frequently
if there is any indication that the cash generating unit to which goodwill is allocated is impaired. For the purposes
of impairment assessment, the Company is considered as single Cash generating unit. Acquired business of Delta
Ram Enterprises, Sirisha Enterprises and SM Enterprises has been merged with the Company and the management
considered these acquired business with the Company as single cash-generating unit. The recoverable amounts
of the cash generating units have been assessed using a enterprise value model. Key assumptions upon which the
company has based its determination of enterprise value include:
As at As at
Particulars
31 March 2024 31 March 2023
Growth rate (%)
Volatality (%) 45.00% 48.45%
Dividend yield (%) 0.78% 0.78%
Risk free interest rate (%) 7.28% 7.15%
As at 31 March 2024 and 31 March 2023, the estimated recoverable amount of the CGU exceeded its carrying amount
hence no impairment is trigerred.
he Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based
T
would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.
5 INVESTMENTS
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Non current
Investment in equity instruments of subsidiary - Unquoted
28,00,000 (31 March 2023: 28,00,000) fully paid up equity shares of Exotech Plastics Private 640.00 640.00
Limited [refer Note (a)]
3,15,442 (31 March 2023: Nil ) fully paid up equity shares of Walter Pack Automotive 2,385.74 -
Products India Private Limited [refer Note (b)]
Investment in equity instruments carried at fair value through other comprehensive
income (FVTOCI) - Unquoted
8,00,000 fully paid up equity shares of Surya Urja Two Private Limited [refer Note (c)] 29.65 -
Investment in equity instruments of associate carried at amortised cost - Unquoted
(31 March 2023: 6,00,000) fully paid up equity shares of Surya Urja Two Private Limited - 6.00
[refer Note (c)]
Investments at amortized cost-Unquoted
Investment in bonds 30.67 30.67
Total 3,086.06 676.67
Current
Investments designated at fair value through profit or loss (FVTPL)- Unquoted
Investment in mutual funds - Unquoted 238.14 955.13
Investments at amortized cost-Unquoted
Investment in bonds, commercial papers and others 97.96 395.90
Total 336.10 1,351.03
Aggregate value of investment 3,422.16 2,027.70
Aggregate value of unquoted investment 3,422.16 2,027.70
As at As at
Particulars
31 March 2024 31 March 2023
Nil units (31 March 2023: 142,039.52 units) in Aditya Birla Sun Life Liquid Fund - Growth - 51.11
- Regular Plan
Nil units (31 March 2023: 11,032.57 units) in DSP Liquidity Fund - Regular Plan - Growth - 35.17
1,475,718.79 units (31 March 2023: Nil units) in Kotak Equity Arbitrage Fund - Reg 50.62 -
- Growth
Nil units (31 March 2023: 37,893.08 units) in Tata Money Market Fund - Regular Plan - 151.42
- Growth
As at As at
Particulars
31 March 2024 31 March 2023
2,896.47 units (31 March 2023: Nil units) in Tata Liquid Fund - Regular Plan - Growth 10.92 -
Nil units (31 March 2023: 14,666,150.63 units) in Aditya Birla Sun Life CRISIL IBX AAA - - 154.11
Jun 2023 Index Fund - Regular Growth
2,761.11 units (31 March 2023: 17,172.63 units) in SBI Liquid Fund - Regular Growth 10.34 60.04
426,284.30 units (31 March 2023: 2,228,040.87 units) in DSP Savings Fund - Regular Plan 20.53 99.96
- Growth
Nil units (31 March 2023: 43,386.85 units) in Axis Money Market Fund - Direct Growth - 52.83
Nil units (31 March 2023: 6,212,481.38 units) in HDFC Ultra Short Term Fund - - 80.28
Regular Growth
8,000.30 units (31 March 2023: 46,703.26 units) in Nippon India Money Market Fund 30.23 164.05
- Growth
974,679.80 units (31 March 2023: Nil units) in SBI Arbitrage Opportunities Fund - 30.20 -
Regular Plan - Growth
19,331.63 units (31 March 2023: NIL units) in Axis Money Market Fund - Reg - Growth 25.19 -
6,395.17 units (31 March 2023: Nil units) in HDFC Liquid Fund - Reg - Growth 30.04 -
1,027,571.11 units (31 March 2023: Nil units) in Invesco India Arbitrage Fund - Reg 30.07 -
- Growth
Nil units (31 March 2023: 27,913.51 units) in Kotak Money Market Fund - Regular Plan - 106.16
- Growth
Aggregate amount of unquoted investment and market value, thereof 238.14 955.13
As at As at
Particulars
31 March 2024 31 March 2023
30 bonds (31 March 2023: 30 units) in HDB Financial Services Ltd, interest 30.67 30.67
@7.75%
5,00,000 units (31 March 2023: Nil units) in Piramal Enterprises Ltd, interest 48.99 -
@8.40%
5,00,000 units (31 March 2023: Nil units) in Piramal Enterprises Ltd, interest 48.97 -
@8.40%
Nil units (31 March 2023: 15,00,000 units) in Piramal Enterprises Ltd, interest - 146.92
@8.40%
Nil units (31 March 2023: 100 units) in Kotak Mahindra Prime Limited, interest - 98.98
@7.40%
Inter corporate deposits in Mahindra & Mahindra Finance, interest @7.55% - 150.00
Aggregate amount of unquoted investment and market value, thereof 128.63 426.57
(a) uring the year ended 31 March 2024, the Company has entered into a Share purchase agreement (“SPA”) dated 27 April
D
2023 with Walter Pack Automotive Products India Private Limited (“WPI”) and its shareholders, Walter Pack S.L. and Mr. Roy
Mathew and acquired 3,15,442 equity shares (90.1% of the shareholding of WPI). The effective date of the acquisition is 4 July
2023 and subsequent to which WPI has become the subsidiary of the Company. The purchase consideration includes deferred
consideration amounting to ` 88.22 million out of which ` 64.79 is outstanding as at 31 March 2024 [refer Note 19].
The acquisition related cost of ₹16.01 million related to the above acquisition have been included in the legal & professional
fees in the Standalone Statement of Profit and Loss.
Reconciliation of initial cash purchase consideration as disclosed above to the statement of cashflows
(` In Million)
Particulars Amount
Initial cash purchase consideration 2,297.52
Deferred consideration paid till 31 March 2024 28.36
As per cashflow statement 2,325.88
(b) During the year ended 31 March 2023, the Company has entered into a Power Supply and Offtake Agreement (“PSOA”)
and Share Subscription and Shareholders’ Agreement (“SSSHA”) with Sunsource Energy Private Limited (“SEPL”) and
Suryaurja Two Private Limited (“STPL”) and had acquired 6,00,000 equity shares of STPL at a price of Rs. 10/- each. During
the year ended 31 March 2024, STPL has raised additional equity from other investors, which has resulted in the reduction
of shareholding of the Company below 20%. On 25th September 2023, the Company has entered into an Amendment to
Share Subscription and Shareholders’ Agreement (“ASSSHA”) with Sunsource Energy Private Limited (“SEPL”) and Suryaurja
Two Private Limited (“STPL”) and had acquired 2,00,000 equity shares of STPL at a price of Rs. 10/- each. Consequently, the
Company’s total stake in STPL now stands at 16.33%. As the Company does not exercise any significant influence, STPL is
no longer considered to be an associate of the Company and Investment in equity instruments Surya Urja is designated
as investment carried at fair value through profit or loss (FVTOCI) by the management.
Information about the Company’s exposure to credit and market risks, and fair value measurement is included in note 33
and note 34.
6 LOANS
Carried at amortised cost
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Non-current
Unsecured, considered good
Loan to related party [refer Note 36 and 42] - 80.00
Total - 80.00
Current
Unsecured, considered good
Loans to employees 4.94 2.97
Total 4.94 2.97
As at As at
Particulars
31 March 2024 31 March 2023
Non-current
Unsecured, considered good
Security deposit 9.14 9.14
Interest accrued but not due [refer Note 36] - 2.95
Margin money deposits* - 0.10
ESOP expenses receivable [refer Note 36] 9.13 1.68
Total 18.27 13.87
Current
Unsecured, considered good
Security deposit 0.35 0.35
Interest accrued on fixed deposits and loans 6.33 9.32
Export incentives receivables 0.85 0.30
Recoverable from insurance companies 0.96 -
Expense reimbursable receivable [refer Note 36] - 47.91
Total 8.49 57.88
* include NIl as on 31 March 2024 (Rs. 0.10 Mn as on 31 March 2023) Margin money provided as guarantee for Gurgaon Warehouse to
Value Added Tax and Central Sales Tax Department..
As at As at
Particulars
31 March 2024 31 March 2023
Non - current
Advance tax and tax deducted at source, net of provision for tax - -
Current
Income tax liabilities, net of tax assets 4.12 5.26
a) The gross movement in the income tax (liability) / asset for the year ended 31 March 2024 and 31 March
2023 is as follows:
(` In Million)
9 OTHER ASSETS
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Non - current
Unsecured, considered good
Capital advances 0.31 34.52
Prepaid expenses 4.74 0.81
Contract acquisition costs 0.62 13.61
Receivables from government authorities [refer Note (a) below] 15.41 10.57
21.08 59.51
Unsecured, considered doubtful
Indirect tax paid under protest 3.00 3.00
Less: Provision (3.00) (3.00)
- -
Receivables from government authorities - 4.84
Less: Provision [refer Note (a) below] - (4.84)
Capital advances 0.60 -
Less: Provision (0.60) -
- -
Total 21.08 59.51
Current
Unsecured, considered good
Balances with government authorities 2.56 2.50
Prepaid expenses 7.21 6.02
Contract acquisition costs 8.10 5.84
Advance to suppliers 29.42 16.67
Others 0.10 0.27
Total 47.39 31.30
a) Bangalore Metro Rail Corporation Limited (BMRCL) has acquired a portion of the freehold land for an agreed compensation
of `15.41 million (including tax deducted at source). On the above land, one of the female legal heirs of the erstwhile
owner of the freehold land has raised an allegation for separate possession of certain portion of the freehold land.
On account of the dispute, the acquisition compensation amount has been deposited by BMRCL in the Court till the final
settlement. During the year ended 31 March 2024, the matter is closed as the Company has received an order dated 9
September 2023 in its favour.
As at As at
Particulars
31 March 2024 31 March 2023
Raw materials [refer Note (a) and (b) below] 164.00 141.68
Work-in-progress 59.52 35.37
Finished goods [refer Note (b) below] 88.80 136.88
Stores and spares 5.76 5.92
Total 318.08 319.85
(a) Including goods in transit as on 31 March 2024 `35.09 million (31 March 2023 : `17.10 million)
(b) The provision for write down of inventories to net realisable value during the year amounted to `193.73 million (31
March 2023 : `192.02 million). The provision estimated by the management for slow moving and obsolete stock
during the year amounted to `112.73 million (31 March 2023 : `59.89 million). The write down, reversal and provision
for slow moving and obsolete stock are included in the costs of materials consumed or changes in inventories of
finished goods and work-in-progress.
11 TRADE RECEIVABLES
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Trade receivables considered good - unsecured 851.92 551.53
Trade receivables - credit impaired 1.09 -
Total Trade receivables 853.01 551.53
Less: Loss allowances on financial assets (4.86) (0.42)
Net trade receivables 848.15 551.11
(i) The Company’s exposure to credit and currency risk and loss allowances related to trade receivables has been
disclosed in Note 34.
(ii) Trade receivables include due from companies in which any director of the Company is a director or member [refer
Note 36]
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Private companies in which any director of the Company is a director
or member
Exotech Plastics Private Limited 7.99 5.08
Walter Pack Automotive Products India Private Limited 37.55 -
(iii) Ageing for trade receivables for each of the category is as follows:
(` In Million)
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Balances with banks:
- in current accounts 76.22 39.58
- in Exchange earner's foreign currency accounts 27.67 13.67
- Deposits with original maturity of less than 3 months* 3.42 3.40
Cash in hand 0.29 0.30
Total 107.60 56.95
* Includes deposit amounting to ` 3.42 million which has been transferred by the bank to Depositors Education and Awareness Fund
(RBI guidelines) as per DEAF Act, 2014.
As at As at
Particulars
31 March 2024 31 March 2023
Current
Other bank balances
In deposit accounts (with original maturity of more than 3 months and less than 12 months) 11.41 203.06
*
Total 11.41 203.06
*Includes fixed deposit of `10.00 million as on 31 March 2024 (`53.06 million as on 31 March 2023) as restricted bank
balances under lien in favour of Kotak Mahindra Bank as collateral security against overdraft facility.
As at As at
Particulars
31 March 2024 31 March 2023
Authorised
Equity shares
50,000,000 (31 March 2023: 35,000,000) equity shares of `10 each 500.00 350.00
Total 500.00 350.00
As at As at
Particulars
31 March 2024 31 March 2023
Equity shares
31,037,904 (31 March 2023 : 30,437,904) equity shares of `10 each, fully paid up [refer 310.38 304.38
Note (a) below]
Total 310.38 304.38
(a) Reconciliation of the shares outstanding at the beginning and end of the reporting year
(` In Million)
As at As at
31 March 2024 31 March 2023
Particulars
Number Amount Number Amount
of shares of shares
Equity shares
At the beginning of the year 30,437,904 304.38 30,437,904 304.38
Issued during the year for cash [refer Note (c) below] 600,000 6.00 - -
At the end of the year 31,037,904 310.38 30,437,904 304.38
(c) During the year ended 31 March 2024, the Board of Directors at their meeting held on 3 May 2023, had approved
the issue of equity shares of 600,000 shares on a preferential basis at an issue price of ` 500 (Rupees Five Hundred
Only) per equity share to Mr. K.A. Joseph (“Investor”), Founder, Promoter and Managing Director of the Company.
The same had been approved by the Shareholders in their meeting held on 30 May 2023.
(d) Details of shareholders holding more than 5% shares of a class of shares in the Company: -
(` In Million)
As at As at
31 March 2024 31 March 2023
Particulars
Number % holding Number % holding
of shares in the class of shares in the class
Equity shares of `10 each fully paid up held by:
Evergraph Holdings Pte. Limited ** ** ** 10,600,370 34.83%
K. A. Joseph * 5,251,244 16.92% 4,651,244 15.28%
Aditya Birla Sun Life Trustee Private Limited 2,213,273 7.13% - -
* During the year ended 31 March 2024, Mr. K A Joseph and Evergraph has entered into transaction for the transfer
of 9,00,000 shares from Evergraph to Mr. K A Joseph on 29 February 2024 which got consummate on 4 April 2024.
** During the year ended 31 March 2024, Evergraph Holdings Pte. Ltd sold 9,164,033 equity shares of the Company
thereby reducing its shareholding from 34.83% to less than 5%.
(e) The Company has neither allotted any shares as fully paid up pursuant to contracts without payments being received
in cash or by way of bonus shares nor bought back any shares for the period of five years immediately preceding 31
March 2024.
As at As at
%
31 March 2024 31 March 2023
Particulars Change in
Number % holding in Number % holding in
the year
of shares the class of shares the class
Equity shares of `10 each fully paid up held by:
Evergraph Holdings Pte. Ltd. ^ ^ 10,600,370 34.83% (34.83%)
K. A. Joseph 5,251,244 16.92% 4,651,244 15.28% 1.64%
^ During the year ended 31 March 2024, Evergraph Holdings Pte. Ltd sold 9,164,033 equity shares of the Company
thereby reducing its shareholding from 34.83% to less than 5%. Accordingly, Evergraph Holdings Pte. Ltd. does not
have a significant influence on the Group as at 31 March 2024.
15 Other equity
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Securities premium account [refer Note (a) below] 331.33 39.41
Retained earnings [refer Note (b) below] 4,475.98 3,800.39
General reserve [refer Note (c) below] 8.85 8.85
Share option outstanding account [refer Note 39 and refer Note (d) below] 86.65 38.83
Other comprehensive income [refer Note (e) below] 5.50 (10.51)
Total 4,908.31 3,876.97
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance 39.41 39.41
Increase during the year* 291.92 -
Closing balance 331.33 39.41
*net of share issue expenses (Refer note 14(c) above)
b) Retained earnings:
Retained earnings are the profits that the Company has earned till 31 March 2024, add/(less) any transfers from/(to)
general reserve, securities premium and debenture redemption reserve, dividends or other distributions paid to
shareholders. Retained earnings includes re-measurement gain/(loss) on defined benefit obligations, net of taxes
that will not be reclassified to Profit and Loss.
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance 3,800.39 3,212.53
Profit for the year 675.59 587.86
Closing balance 4,475.98 3,800.39
During the year ended 31 March 2024, the Board of Director of the Company at its meeting held on 20 May 2024
have proposed a final dividend of `2/- per equity shares for the year ended 31 March 2024, which is subject to the
approval of shareholders at the ensuing Annual General Meeting.
c) General reserve:
This represents appropriation of profit by the Company. General reserve is used from time to time to transfer profits
from retained earnings for appropriation purposes:
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance 8.85 8.85
Movement - -
Closing balance 8.85 8.85
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance 38.83 13.95
Increase during the year [refer Note 39] 47.82 24.88
Closing balance 86.65 38.83
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance (10.51) (3.68)
Increase during the year (0.19) (6.83)
Closing balance (10.70) (10.51)
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance - -
Increase during the year 16.20 -
Closing balance 16.20 -
As at As at
Particulars
31 March 2024 31 March 2023
Deferred tax liabilities
Property, plant and equipment and intangible assets 109.56 118.07
Others 8.74 9.18
Total deferred tax liabilities (A) 118.30 127.25
Deferred tax assets
Provision for inventory obsolescence 28.37 15.07
Provision for gratutity and compensated absences 5.19 1.07
Customer discount, returns and claims 18.82 19.37
Lease liability, net 0.02 0.02
Loss allowances on financial assets, net 1.22 0.11
Others 10.35 1.97
Total deferred tax assets (B) 63.97 37.61
Net deferred tax liabilities (A-B) 54.33 89.64
*Refer Note 31(d)
17 BORROWINGS
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Non current
Secured loan
Term loan [refer Note (c) below] 314.17 -
Total 314.17 -
Current
Secured loan
Current maturities of long term borrowings
Term loan [refer Note (c) below] 36.63 -
Other secured loans
Working capital demand loan [refer Note (b) below] - 120.00
Unsecured loan
Bill discounting facility from bank [refer Note (a) below] 71.20 71.14
Total 107.83 191.14
(a) The Company has availed bill discounting facility (with recourse) from State Bank of India which carries interest in
the range of 8.22% to 10.48% per annum (31 March 2023: 6.48% to 10.11% per annum) and is payable within 45 days
from the date of discounting of bills.
(b) The Company has availed woking capital demand loan from Citi Bank which carries interest of 1 month treasury bill
+ 175 basis points per annum (31 March 2023: 1 month treasury bill + 175 basis points per annum) and is payable
within 30 days from the date of loan availed.
(c) During the year the Company had availed following term loans :
(i) ` 130 million from Citi Bank which carried interest rate of 1 month treasury bill + 175 basis points per annum
and was payable in 60 monthly installments. The loan was availed on 30 June 2023 has been fully repaid on 30
October 2023. The loan was secured by charge on moveble fixed assets of the Company
(ii) ` 350 million on 30 June 2023 from Bajaj Finserve which carries interest of 9.50% per annum linked with repo
rate of Reserve Bank of India and payable in 60 monthly installments with 12 months moratorium starting from
1 July 2024. The loan is secured by first paripassu charge on entire movable and immovable property, plant and
equipments of the Company.
(d) The Company has obtained overdraft facility from Kotak Mahindra Bank amounting to `10 million, which carries
interest at MCLR in the range of 8.60% to 8.80% and repayable on demand. This facility is not utilised as at the
year end.
(e) Information about the Company’s exposure to interest rate, foreign currency and liquidity risks is included in
Note 34
18 TRADE PAYABLES
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Total outstanding dues of micro enterprises and small enterprises [refer Note (ii) below] 84.65 102.67
Total outstanding dues of creditors other than micro enterprises and small enterprises 152.31 101.83
Total 236.96 204.50
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Trade payable to related parties
Exotech Plastics Private Limited 3.38 0.57
Walter Pack Automotive Products India Private Limited 0.38 -
(iii) Disclosure required under section 22 of Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act,
2006)
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
(a)
The principal amount and the interest due thereon remaining unpaid to any
supplier as at the end of each accounting year:
- Principal 84.23 102.25
- Interest 0.42 0.42
(b)
The amount of interest paid by the buyer in terms of Section 16 of the MSMED
Act, 2006 along with the amounts of the payment made to the supplier beyond
the appointed day during each accounting year.
- Principal - -
- Interest - -
(c)
The amount of interest due and payable for the period of delay in making - -
payment (which has been paid but beyond appointed day during the year) but
without adding the interest specified under the MSMED Act, 2006.
(d)
The amount of interest accrued and remaining unpaid at the end of each 0.42 0.42
accounting year.
(e)
T he amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are actually
paid to the small enterprise for the purpose of disallowance as a deductible
expenditure under Section 23 of the MSMED Act, 2006.
The above disclosures are provided by the Group based on the information available with the Group in respect of
the registration status of its vendors / suppliers.
Particulars Accrued Outstanding for following periods from due date of payment
expenses Not due Less than 1-2 years 2-3 years More than Total
1 year 3 years
31 March 2024
Micro enterprises and small enterprises - 84.15 0.08 0.42 - - 84.65
Creditors other than micro enterprises 22.33 106.58 23.40 - - - 152.31
and small enterprises
Disputed dues of micro enterprises and - - - - - - -
small enterprises
Disputed dues of creditors other than - - - - - - -
micro enterprises and small enterprises
Total 22.33 190.73 23.48 0.42 - - 236.96
31 March 2023
Micro enterprises and small enterprises - 102.25 - 0.42 - - 102.67
Creditors other than micro enterprises 15.42 79.02 6.87 0.52 - - 101.83
and small enterprises
Disputed dues of micro enterprises and - - - - - - -
small enterprises
Disputed dues of creditors other than - - - - - - -
micro enterprises and small enterprises
15.42 181.27 6.87 0.94 - - 204.50
As at As at
Particulars
31 March 2024 31 March 2023
Non-current
Others 1.97 -
1.97 -
Current
Interest accrued
Interest accrued but not due on borrowings - -
Others
Employee related liabilities 59.38 56.04
Capital creditors 4.72 4.53
Discount Payable 67.92 73.25
Deferred consideration [refer Note 5] 64.79 -
Liability towards customer claims [refer Note 36] 20.78 -
Interest payable 12.78 -
Total 230.37 133.82
Information about the Company’s exposure to interest rate, foreign currency and liquidity risks is included in Note 34
20 OTHER LIABILITIES
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Current
Statutory liabilities 36.84 69.21
Advance from customers 4.70 1.57
Total 41.54 70.78
21 PROVISIONS
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Current
Provision for employee benefits
Provision for gratuity [refer Note 40] 16.26 3.12
Provision for compensated absence [refer Note 40] 4.38 1.11
Others
Provision for sales return* 6.83 3.69
Total 27.47 7.92
*This represents provision made for expected sales returns. Revenue is adjusted for the expected value of return and
claims. It is expected to be utilised within 12 months from the end of the year. The provision is based on estimates made
of historical data.
22 LEASES
The Company has recognised right-of-use assets and lease liabilities as below:
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Right of use assets – land 76.32 76.68
Lease liabilities
Non-current 0.08 0.07
Current - 0.02
When measuring lease liabilities, the Company discounted lease payments using its incremental borrowing rate at date
of commencement of lease. The weighted-average rate considered is 8.30% p.a. for the year ended 31 March 2024 (8.30%
p.a. for the year ended 31 March 2023).
Right-of-use assets: The movement of the right-of-use asset held by the Company is as follows:
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance 76.68 77.04
Depreciation charge for the year (0.36) (0.36)
Closing balance 76.32 76.68
The Company has certain warehouse and guest house on lease with contract terms of less than one year. These leases are
classified as short-term. The Company has elected not to recognise right-of-use assets and lease liabilities for these leases.
Lease liabilities
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Balance at the beginning 0.09 0.08
Interest on lease liabilities 0.01 0.01
Payment of lease liabilities (0.02) -
Closing balance 0.08 0.09
As at As at
Particulars
31 March 2024 31 March 2023
Lease liabilities - current - 0.02
Lease liabilities - non current 0.08 0.07
Total 0.08 0.09
As at As at
Particulars
31 March 2024 31 March 2023
Interest on lease liabilities 0.01 0.01
Depreciation of right of use assets 0.36 0.36
Expenses relating to short-term leases included in other expenses 5.23 4.75
Total 5.60 5.12
The table below provides details regarding the undiscounted contractual maturities of lease liabilities as at 31 March 2024
and 31 March 2023.
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Less than one year 0.02 0.02
one to five years 0.03 0.03
more than five years 0.40 0.40
Total 0.45 0.45
(b) Reconciliation of revenue recognised in the statement of profit and loss with the contracted price (Sale of
products)
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Trade receivables 848.15 551.11
Advance from customers (4.70) (1.57)
24 OTHER INCOME
(` In Million)
28 FINANCE COSTS
(` In Million)
30 OTHER EXPENSES
(` In Million)
31 TAX EXPENSES
(` In Million)
d) Deferred tax
For the year ended 31 March 2024
(` In Million)
Recognised
Recognised in
As at in Other For the year ended
Particulars Statement of
1 April 2023 Comprehensive 31 March 2024
Profit and Loss
Income
Deferred tax liabilities
Property, plant and equipment and intangible assets 118.08 - (8.52) 109.56
Others 9.17 5.45 (5.88) 8.74
Total deferred tax liabilities (A) 127.25 5.45 (14.40) 118.30
Deferred tax assets
Provision for inventory obsolescence 15.07 - 13.30 28.37
Discount payable to customers, sales returns and 19.37 - (0.55) 18.82
customer claims
Provision for gratutity and compensated absences 1.07 0.07 4.05 5.19
Lease liability,net 0.02 - - 0.02
Loss allowances on financial assets, net 0.11 - 1.11 1.22
Others 1.97 - 8.38 10.35
Total deferred tax assets (B) 37.61 0.07 26.29 63.97
Net deferred tax liabilities (A-B) 89.64 5.38 (40.69) 54.33
(` In Million)
Recognised
Recognised in
As at in Other As at
Particulars Statement of
1 April 2022 Comprehensive 31 March 2023
Profit and Loss
Income
Deferred tax liabilities
Property, plant and equipment and intangible assets 125.54 - (7.46) 118.08
Provision for gratutity and compensated absences 3.46 - (3.46) -
Others 5.06 - 4.11 9.17
Total deferred tax liabilities (A) 134.06 - (6.81) 127.25
Deferred tax assets
Provision for inventory obsolescence 14.15 - 0.92 15.07
Discount payable and provision for sales returns 20.56 - (1.19) 19.37
and claim
Provision for bonus 5.37 - (5.37) -
Provision for gratutity and compensated absences - 2.29 (1.22) 1.07
Lease liability, net 0.02 - - 0.02
Loss allowances on financial assets, net 0.17 - (0.06) 0.11
Others 5.48 - (3.51) 1.97
Total deferred tax asset (B) 45.75 2.29 (10.43) 37.61
Net deferred tax liabilities (A-B) 88.31 (2.29) 3.62 89.64
The Company has elected to exercise the option of lower tax rate permitted under Section 115BAA of the Income Tax Act,
1961 as introduced by the Taxation Laws (Amendment) Ordinance, 2019.
(` In Million)
b) measured at amortised cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified
its financial instruments into the three levels prescribed under the Indian Accounting Standard.
The following table shows the carrying amounts of financial assets and financial liabilities as at 31 March 2024:
(` In Million)
*Investment in equity shares of subsidiary are not appearing as financial asset in the table above being investment in subsidiary
accounted under Ind AS 27, Separate Financial Statements which is scoped out under Ind AS 109 “Financial Instruments”.
The following table shows the carrying amounts of financial assets and financial liabilities as at 31 March 2023:
(` In Million)
**Investment in equity shares of subsidiary are not appearing as financial asset in the table above being investment in subsidiary
accounted under Ind AS 27, Separate Financial Statements which is scoped out under Ind AS 109 “Financial Instruments”.
**Investment in equity shares of associate enterprise is not appearing as financial asset in the above table being investment in associates
accounted under Ind AS 28, which is scoped out under Ind AS 109 “Financial Instruments”.
evel 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-
L
the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data
and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2. This includes investment in mutual funds. The fair values of investments
in units of mutual fund are based on the Net Asset Value (NAV) as per the fund statement.
evel 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
L
level 3.
There were no transfers in either directions during the year ended 31 March 2024 and 31 March 2023.
Financial assets:
The Company has not disclosed the fair values for loans, trade receivables, cash and cash equivalents including other
bank balances, investments in bonds, commercial papers and others and other financial assets because their carrying
amounts are a reasonable approximation of their fair value.
Financial liabilities:
Borrowing: It includes term loans, working capital demand loan and bill discounting facilities. Borrowings are classified
and subsequently measured in the standalone financial statements at amortised cost. Considering that the interest rate
on borrowings is reset on a periodic basis, the carrying amount of the borrowings would be a reasonable approximation
of its fair value.
rade payables and other financial liabilities: Fair values of trade payables and other financials liabilities are measured
T
at balance sheet date value, as most of them are satisfied within a short period and so their fair values are assumed almost
equal to balance sheet date values.
Deferred consideration:
Discounted cash flow - The valuation model considers the present value of expected future payments discounted at risk
adjusted discount rate.
Risk management
The Company’s Board of Directors have overall responsibility for the establishment and oversight of the Company’s risk
management framework. The Company’s risk management policies are established to identify and analyze the risks faced
by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The
Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive
control environment in which all employees understand their roles and responsibilities.
The Board of Directors has established the risk management committee, which is responsible for developing and monitor
the Company’s risk management policies. The committee reports regularly to the board of directors on its activities.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its
training and management standards and procedure, aims to maintain a disciplined and constructive control environment
in which all employees understand their roles and obligations.
The Company’s Risk Management Committee along with Audit Committee overseas how management monitors
compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk
management framework in relation to the risks faced by the Company. The Risk Management Committee and Audit
Committee is assisted in its oversite role by the internal auditor.
Expected credit loss assessment for trade receivables as at 31 March 2024 and 31 March 2023 are as follows:
The Company establishes an allowance for credit loss that represents its estimate of expected losses in respect of
trade and other receivables based on past and the recent collection trend. The maximum exposure to credit risk as
at reporting date is primarily from trade receivables as at 31 March 2024 amounting to `848.15 million (31 March
2023: `551.11 million). The movement in allowance for credit loss in respect of trade and other receivables during
the year was as follows.
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Balance as at the beginning of the year 0.42 0.66
Net measurement of loss allowance 4.44 (0.24)
Balance as at the end of the year 4.86 0.42
The following table provides information about the exposure to credit risk and expected credit loss for
trade receivables:
(` In Million)
(` In Million)
In addition, the Company’s liquidity management policy involves projecting cash flows and considering the level
of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external
regulatory requirements and maintaining debt financing plans.
The Company invests its surplus funds in bank fixed deposit and liquid and liquid plus schemes of mutual funds,
which carry no/low mark to market risks.
The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March
2024 and 31 March 2023. The amounts are gross and undiscounted contractual cash flow includes contractual interest
payment and excludes netting arrangements:
As at 31 March 2024
(` In Million)
As at 31 March 2023
(` In Million)
A) Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales
and purchases are denominated and the respective functional currency of the Company. The functional currency of
the Company is primarily INR. The currencies in which these transactions are primarily denominated are USD, EUR,
JPY etc.
Management monitors the movement in foreign currency and the Company’s exposure in each of the foreign
currency. Based on the analysis and study of movement in foreign currency, the Company decides to exchange its
foreign currency.
(` In Million)
* The amount’s are less than €0.01 million and hence disclosed as (-)
Sensitivity analysis
A reasonably possible strengthening (weakening) of the USD, EURO and JPY against INR at 31 March 2024 and 31
March 2023 would have affected the measurement of financial instruments denominated in foreign currency and
affected equity and profit and loss by the amounts shown below. This analysis assumes that all other variables, in
particular interest rates, remain constant.
(` in million)
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Variable rate borrowings 422.00 191.14
Sensitivity analysis
(` in million)
35 CAPITAL MANAGEMENT
The Company’s policy is to maintain stable and strong capital base structure with a focus on total equity so as to
maintain investor, creditor and market confidence and to sustain future development and growth of the business. The
Company monitor’s the return on capital as well as the level of dividends on its equity shares. The Company’s objective
when managing capital is to maintain an optimal structure so as to maximize shareholder value and safeguard its ability
to continue as a going concern.
The Company monitors capital using a ratio of ‘adjusted net debt’ to equity’. For the purpose of Company’s capital
management, adjusted net debt is defined as short-term borrowings less cash and cash equivalent, bank balance other
than cash and cash equivalents and current investments and total equity includes issued capital and all other equity
reserves. and excludes lease liabilities.
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Borrowings(current and non-current) 422.00 191.14
Less : Cash and cash equivalent and other bank balances 119.01 260.01
Less : Current investments 336.10 1,351.03
Adjusted net debt (33.11) (1,419.90)
Total equity 5,218.69 4,181.35
Net Debt to Equity Ratio - -
No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2024
and 31 March 2023.
Entity having a significant influence Evergraph Holdings Pte. Limited (till 30 September 2023)
Subsidiary 1) Exotech Plastics Private Limited
2) Walter Pack Automotive Products India Private Limited (w.e.f. 4 July 2023)
Wholly owned subsidiary of Walter Plastoranger Advanced Technologies Private Limited (w.e.f. 3 July 2023)
Pack Automotive Products India
Private Limited
Associate Suryaurja Two Private Limited (w.e.f. 13 April 2022 till 23 June 2023)
Key management personnel (KMP) 1. Mr. K. A. Joseph (Managing Director and Shareholder)
2. Mr. Sanjay Thapar (Executive Director, CEO and Shareholder)
3. Mr. Kevin Joseph (Executive Director)
4. Mr. Mahendra Kumar Naredi (Chief Financial Officer)
5. Mr. Thabraz Hushain. W (Company secretary and compliance officer)
6. Mr. Ramesh C Jain (Independent director)
7. Mrs. Veni Thapar (Independent director)
8. Mr. Mathias Frenzel (Independent director)
Transaction with the parties in which 1. Sanders Consulting Private Limited (Shareholder)
directors are interested
Relative of key management personnel 1. Mrs. Daisy Joseph (Wife of Mr. K. A. Joseph)
with whom the transactions took place
2. Ms. Nikita Joseph (Daughter of Mr. K. A. Joseph)
(ii) The following table is the summary of significant transactions with related parties by the Company:
(` In Million)
*As the liability for gratuity and compensated leave absences is provided on an actuarial basis for the Company as a whole, the
amount pertaining to the directors are not included above.
The Board of Directors of the Company in its meeting held on 26 July 2023 approved the managerial remuneration
of Mr. Sanjay Thapar, which was in excess of the prescribed limits under section 197 of the Companies Act, 2013.
Subsequently, the Company has also obtained the approval of shareholders in its 18th Annual General Meeting held
on 04 September 2023.
(iv) Balance receivable from and payable to related parties as at the balance sheet date:
(` In Million)
As at As at
Particulars Type of transaction
31 March 2024 31 March 2023
Exotech Plastics Private Limited Inter-corporate loan - 80.00
Exotech Plastics Private Limited Trade receivable 7.99 5.08
Exotech Plastics Private Limited Interest receivable - 2.95
Exotech Plastics Private Limited Trade payable 3.38 0.57
Exotech Plastics Private Limited Expenses towards share based 4.93 1.68
payments
Walter Pack Automotive Products India Private Trade receivable 37.55 -
Limited
Walter Pack Automotive Products India Private Trade payable 0.38 -
Limited
Walter Pack Automotive Products India Private Expenses towards share based 4.19 -
Limited payments
Walter Pack Automotive Products India Private Liability towards customer claims 20.78 -
Limited
Evergraph Holdings Pte. Ltd. Expense reimbursable receivable 1.67 47.91
As at As at
Particulars
31 March 2024 31 March 2023
i) Capital Commitments
Estimated amounts of contracts remaining to executed on capital account and not 7.26 1.48
provided for
ii) Contingent liabilities
Guarantee deposits with banks - 0.10
Income tax [refer Note (b) and (c) below] 18.01 17.11
Claim towards freehold land [refer Note (a) below] - 20.40
(a) The claim has been settled during the year in favour of the Company.
(b) This includes a demand notice for the assessment year 2020-21 for additional tax of `17.11 million from the Income
tax department for the disallowance of non compete fees paid to the commission agents as per termination agreement which
is considered as capital expenditure .The Company has filed an appeal against this order and the appeal is pending with the
commissioner appeals.
(c) This also includes a demand notice for the assessment year 2018-19 for additional tax of `0.90 million from the Income
tax department for the disallowance of Gratuity paid ` 2.45 million and Leave salary paid `0.04 million, due to the
error in disclosure. The Company has filed an appeal against this order and the appeal is pending with the Income
Tax Appellate Tribunal.
39
EMPLOYEE SHARE BASED PAYMENT PLAN
a) Description of share-based payment plan
The ‘SJS Enterprises - Employee Stock Option Plan 2021’ (‘SJS ESOP -2021’) plan was approved by the shareholders
at the extraordinary general meeting held on 14 July 2021 and subsequently by Nomination and remuneration
committee vide their meeting held on 19 July 2021. The Plan entitles the employees (including the employees of
subsidiary) with a right but not an obligation to purchase or subscribe at a future date the shares underlying the
option at a pre-determined price, subject to compliance with vesting conditions; all exercised options shall be settled
as provided under the SJS ESOP-2021 plan. As per the plan, holders of vested options are entitled to purchase one
equity share for every option at an exercise price as mentioned in the ESOP Offer letter.
The equity shares covered under these options vest at various dates over a period ranging from three to five years
from the date of grant based on the length of service completed by the employee from the date of grant.
The exercise period is six months from the respective date of vesting or within thirty days from the resignation of
employee whichever is earlier.
b) The reconciliation of the share options under the share option plan are as follows:
(` In Million)
(i) The weighted average remaining contractual life is of 1.78 years (31 March 2023: 2.39 years).
(ii) During the year, the Company has granted 2,00,000 ESOPs amounting to ` 9.30 million, under SJS ESOP-2021 to KMP.
c) The fair value per option is measured based on the Black-Scholes option pricing model, which is as below:
d) The fair value per options mentioned above is calculated on the grant date using the Black-Scholes option
pricing model with the following assumptions:
Fair value of share options granted during the year ended 31 March 2024:
Options were priced using a Black- Scholes method of valuation at grant date. Inputs into the model are stated
below:-
Particulars Grant ID
GT15MAY2023 GT26JULY2023 GT07NOV2023
Number of options 9,000 2,00,000 1,00,000
Fair value of the share options (`) 283.84 286.94 381.01
Grant date share price (`) 475.60 609.25 700.45
Exercise price (`) 327.98 500.00 483.32
Risk free interest rate 7.15% 7.08% 7.28%
Dividend yield 0.78% 0.78% 0.78%
Expected volatility 49.21% 44.33% 45.00%
Expected life 4.38 years 4.19 years 4.5 years
Fair value of share options granted during the year ended 31 March 2023:
Options were priced using a Black- Scholes method of valuation at grant date. Inputs into the model are stated
below:-
Particulars Grant ID
GT10NOV2022 GT10NOV2022A
Number of options 1,19,000 40,000
Fair value of the share options (`) 267.93 259.68
Grant date share price (`) 470.45 470.45
Exercise price (`) 289.18 324.14
Risk free interest rate 7.15% 7.15%
Dividend yield 0.78% 0.78%
Expected volatility 48.45% 49.21%
Expected life 3.89 years 4.23 years
The expenses towards share based payments incurred during the year is `40.37 million (31 March 2023: `23.20
million).
During the year, the Company recorded a share based payment expense of 31 March 2024: `40.37 million (31 March
2023: `23.20 million) in the statement of profit and loss, net off expenses recharged to subsidiaries amounting to
`7.44 million (31 March 2023: `1.68 million).
As at As at
Particulars
31 March 2024 31 March 2023
Provision for compensated absence 4.38 1.11
Provision for gratuity 16.26 3.12
Total employee benefit liabilities 20.64 4.23
Non-current - -
Current 20.64 4.23
These defined benefit plans expose the Company to actuarial risks., such as longevity risk. currency risk, interest rate
risk and market (investment) risk.
A. Funding
Company’s gratuity scheme for employees is administered through a trust with the SBI Life Insurance Company
Limited. The funding requirements are based on the gratuity fund’s actuarial measurement framework set out in the
funding policies of the plan. The funding is based on a separate actuarial valuation for funding purposes for which
the assumptions may differ from the assumptions set out in (E). Employees do not contribute to the plan.
As at As at
Particulars
31 March 2024 31 March 2023
Obligation at the beginning of the year 96.32
Current service cost 11.50
Interest cost 6.80
Benefits paid (1.84)
Actuarial gain / (losses) on obligations recognised in recognised in Other
Comprehensive Income (OCI)
Changes in financial assumption (0.83)
Change in demographic assumptions (0.31)
Experience adjustment 10.62
Obligation at the end of the year 122.26
Reconciliation of present value of the plan assets
Plan assets at the beginning of the year at fair value 119.14 107.82
Interest income on plan assets 8.69 7.80
Contributions - 5.00
Benefits paid (1.64) (1.84)
Return on plan assets excluding interest income recognised in OCI (0.30) 0.36
Plan assets at the end of the year at fair value 125.89 119.14
Net defined benefit (liability) / assets (16.26) (3.12)
D. Plan assets
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Insurance fund 125.89 119.14
Total 125.89 119.14
As at As at
Particulars
31 March 2024 31 March 2023
Rate of return on plan assets 7.35% 7.13%
Discounting rate 7.18% 7.50%
Future salary growth 11.68% 12.50%
Attrition rate 14.45% 15.86%
Mortality rate Indian Assured Lives Indian Assured Lives
Mortality (2012- Mortality (2012-
14) Ultimate 14) Ultimate
Weighted average duration of Defined benefit obligation (in years) 9.22 8.70
Retirement age 58 Years 58 Years
Notes:
(i) The discount rate is based on the prevailing market yield on Governmental Securities as at the balance sheet date for
the estimate defined obligations.
(ii) The expected return on plan assets is determined considering several applicable factors mainly the composition of the
plan assets held, assessed risk of asset management. historical results of the return on plan assets and the Company’s
policy for plan asset management.
(iii) The estimate of future salary increases considered in actuarial valuation takes in to account inflation, seniority,
promotion and other relevant factors such as supply and demand in the employment market.
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Projected benefit obligation on Current assumption 142.15 122.26
Impact of change in discount rate by +1% (10.36) (8.87)
Impact of change in discount rate by -1% 11.78 10.08
Impact of change in salary rate by +1% 5.78 4.90
Impact of change in salary rate by -1% (6.00) (5.14)
Impact of change in employee turnover rate by +1% (1.64) (1.58)
Impact of change in employee turnover rate by -1% 1.78 1.71
Impact of change in mortality rate by +10% (0.04) (0.04)
(` In Million)
As at
Particulars
31 March 2024
Year ended:
31 March 2024 12.66
31 March 2025 11.11
31 March 2026 9.22
31 March 2027 9.70
31 March 2028 6.85
After 31 March 2028 92.61
41 SEGMENT INFORMATION
The Company is engaged in the business of manufacturing of decorative aesthetic products primarily for automotive
and consumer appliance industry such as automotive dials, overlays, badges and logos. The Managing Director being
the Chief Operating Decision Maker (CODM) evaluates the Company’s performance and allocates resources based on
an analysis of various performance indicators by industry classes. All operating segments operating results are reviewed
regularly by CODM to make decisions about resources to be allocated to the segments and assess their performance.
CODM believes that these are governed by same set of risks and returns hence, CODM reviews them as one component.
Further, the economic environment in which the Company operates is significantly similar and not subject to materially
different risk and rewards. The revenues, total expenses and net profit as per the Statement of profit and loss represents
the revenue, total expenses and net profit of the sole reportable segment.
A Geographical information
The geographical information analyses the Company’s revenue from external customers and non - current assets
of its single reportable segment by the Company’s country of domicile (i.e. India) and other countries. In presenting
the geographical information, segment revenue has been based on the geographical location of the customer and
segment assets which have been based on the geographical location of the assets.
B Major customer
Following is the breakup of customer individually accounted for more than 10% of the revenue from external
customers during the year ended 31 March 2024 and 31 March 2023.
(` In Million)
42 DETAILS OF NON - CURRENT INVESTMENTS PURCHASED AND SOLD DURING THE YEAR UNDER SECTION 186(4)
OF THE ACT
(a) Investment in equity instruments **
(` In Million)
(b) Details of inter corporate loans given during the year under section 186(4) of the Act **
(` In Million)
**Refer note 36
The inter corporate loans has been given to this subsidiary in the normal course of business for its operations.
Particulars Numerator Denominator For the year For the year Variance Reason for variances
ended 31 ended 31 (%)
March 2024 March 2023
Current ratio (in Total Total 2.59 4.20 -38.33% The variance is due to
times) current assets current liabilities decrease in investments
and bank balance and there
is increase in borrowing
during the year as compared
to previous financial year
due to acquisition of Walter
Pack Automotive Products
India Private Limited
Debt – equity ratio Debt, consisting Total equity 0.08 0.05 60.00% Variance due to movement
(in times) of borrowing and in borrowings for the
lease liabilities purpose of acquisition of
Walter Pack Automotive
Products India
Private Limited
Debt service Earnings available Debt Service 18.89 108.54 -82.60% Variance due to movement
coverage ratio (in for debt service in borrowings for the
times) purpose of acquisition of
Walter Pack Automotive
Products India
Private Limited
Return on equity Net Profits for the Average 14.37% 15.16% -0.78%
(in %) year – Preference total equity
Dividend (if any)
Inventory turnover Cost of goods sold Average 4.47 3.66 22.13%
ratio (in times) or sales inventory
Trade receivables Revenue Average trade 5.19 5.21 -0.38%
turnover ratio (in from operations receivables
times)
Trade payables Net Average 6.42 6.55 -1.98%
turnover ratio (in Credit Purchases Trade Payables
times)
Net capital turnover Revenue Working capital 3.51 1.51 132.45% Variance due to movement
ratio (in times) from operations in WC i.e. in investments
and bank balance and
borrowing during the year
Net profit ratio (in Net Profit for Revenue 18.59% 19.85% -1.25%
%) the year from operations
Return on capital Profit before Capital 17.45% 17.79% -0.34%
employed (in %) finance cost Employed
and taxes
Return on Realised and Average 4.38% 5.22% -0.84%
investment (in %) unrealised gain invested funds
on investment
Note
Earnings available for debt service = Net Profit after taxes + Non-cash operating expenses + Finance cost + other non
cash adjustments
Debt service = Interest and Lease Payments + Principal repayments
Working capital = Total current assets minus total current liabilities
Capital Employed = Tangible net worth + Lease liability + Deferred tax liability
44 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”)
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party
identified by or on behalf of the Company (Ultimate Beneficiaries).
The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company
shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
As per our report of even date attached for and on behalf of Board of Directors of
Umang Banka K A Joseph Sanjay Thapar Mahendra Kumar Naredi Thabraz Hushain. W
Partner Managing Director CEO and Executive Director Chief Financial Officer Company Secretary
Membership number: 223018 DIN: 00784084 DIN: 01029851 PAN: AEWPN9414M PAN: ABVPW4613P
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024
In our opinion and to the best of our information and Key Audit Matters
according to the explanations given to us, the aforesaid Key audit matters are those matters that, in our professional
consolidated financial statements give the information judgment, were of most significance in our audit of the
required by the Companies Act, 2013 (“Act”) in the manner consolidated financial statements of the current period. These
so required and give a true and fair view in conformity with matters were addressed in the context of our audit of the
the accounting principles generally accepted in India, of the consolidated financial statements as a whole, and in forming
consolidated state of affairs of the Group as at 31 March 2024, our opinion thereon, and we do not provide a separate
of its consolidated profit and other comprehensive income, opinion on these matters.
Revenue recognition
See Note 2(a) to consolidated financial statements
The key audit matter How the matter was addressed in our audit
Revenue from sale of goods in the ordinary course is In view of the significance of the matter, we applied the
recognized at contract price after deduction of any trade following audit procedures in this area, amongst others, to
discounts, volume rebates and any taxes or duties collected on obtain audit evidence:
behalf of the government when the control of the goods has
been transferred to the customer and there is no unfulfilled 1. We evaluated the revenue recognition accounting
performance obligation. policies by comparing it with the applicable
accounting standards.
Revenue from sale of goods is recognised primarily at the
point in time when the goods are delivered or dispatched to 2. We, together with the IT specialists, tested the design,
the customer, as the case may be. implementation and operating effectiveness of key
controls over recognition of revenue.
The Company and its external stakeholders focus on revenue
as a key performance metric. Revenue recognition has been 3. On a sample basis, we tested the revenue transactions
identified as a key audit matter as there could be incentives recorded during the year by verifying the underlying
or external pressures to meet expectations resulting in documents such as sales orders, contractual terms
revenue being overstated or recognized before the control has of the invoice and the delivery receipts or proof of
been transferred. dispatch, as the case may be.
Revenue recognition
See Note 2(a) to consolidated financial statements
The key audit matter How the matter was addressed in our audit
4. We tested, on a sample basis, specific revenue
transactions recorded before and after the financial
year-end date to determine that revenue is recognised
in the financial period in which control is transferred,
based on the terms and conditions set out in sales
orders, sales invoice and delivery receipts.
Business Combination
See Note 2(a) to consolidated financial statements
The key audit matter How the matter was addressed in our audit
On 04 July 2023, the Group acquired 90.1% stake in Walter Pack In view of the significance of the matter we applied the
Automotive Products India Private Limited. following audit procedures in this area, amongst others, to
obtain audit evidence:
The Group has accounted for such acquisition as business
combination as per acquisition method of Ind AS 103 ‘Business 1. We tested the design, implementation and operating
Combinations’. The Group has recognised identifiable assets effectiveness of the key internal controls relating to
(including intangible assets) and liabilities at their acquisition- accounting for the business combination.
date fair values and excess of consideration transferred and
amount of non-controlling interest over the acquisition date fair 2. We read the Share Purchase Agreement and
value of identifiable assets and liabilities recognizing has been Amendment Agreement to understand the key terms
recognised as Goodwill. and conditions of the acquisition.
The fair value and allocation of the purchase price to the 3. We assessed the competence, objectivity and capability
respective assets and liabilities acquired was determined by of the external valuation expert engaged by the Group.
the Group with the assistance of an external valuation expert.
4. We evaluated the cash flow forecasts and the key
Accounting for business combinations involves judgments in assumptions such as growth rates, profitability and
relation to measurement of fair values of identifiable assets discount rate applied within the valuation model.
acquired and liabilities assumed on acquisition.
5. We involved internal valuation specialists to assess the
Given the complexity and judgment involved in fair value method and key assumptions used in determining the
measurement and significance of the acquisition made, this is fair values of identifiable assets acquired and liabilities
considered to be a key audit matter. assumed as at the acquisition date.
forgery, intentional omissions, misrepresentations, or reasonably be thought to bear on our independence, and
the override of internal control. where applicable, related safeguards.
• Obtain an understanding of internal control relevant to From the matters communicated with those charged with
the audit in order to design audit procedures that are governance, we determine those matters that were of
appropriate in the circumstances. Under Section 143(3) most significance in the audit of the consolidated financial
(i) of the Act, we are also responsible for expressing our statements of the current period and are therefore the key
opinion on whether the company has adequate internal audit matters. We describe these matters in our auditor’s
financial controls with reference to financial statements report unless law or regulation precludes public disclosure
in place and the operating effectiveness of such controls. about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
• Evaluate the appropriateness of accounting policies our report because the adverse consequences of doing so
used and the reasonableness of accounting estimates would reasonably be expected to outweigh the public interest
and related disclosures made by the Management and benefits of such communication.
Board of Directors.
REPORT ON OTHER LEGAL AND REGULATORY
• Conclude on the appropriateness of the Management REQUIREMENTS
and Board of Directors use of the going concern basis 1. As required by the Companies (Auditor’s Report) Order,
of accounting in preparation of consolidated financial 2020 (“the Order”) issued by the Central Government of
statements and, based on the audit evidence obtained, India in terms of Section 143(11) of the Act, we give in
whether a material uncertainty exists related to events the “Annexure A” a statement on the matters specified in
or conditions that may cast significant doubt on the paragraphs 3 and 4 of the Order, to the extent applicable.
appropriateness of this assumption. If we conclude that
a material uncertainty exists, we are required to draw 2 A. As required by Section 143(3) of the Act, we report, to
attention in our auditor’s report to the related disclosures the extent applicable, that:
in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our a. We have sought and obtained all the information
conclusions are based on the audit evidence obtained and explanations which to the best of our
up to the date of our auditor’s report. However, future knowledge and belief were necessary for the
events or conditions may cause the Group to cease to purposes of our audit of the aforesaid consolidated
continue as a going concern. financial statements.
• Evaluate the overall presentation, structure and content b. In our opinion, proper books of account as required
of the consolidated financial statements, including the by law relating to preparation of the aforesaid
disclosures, and whether the consolidated financial consolidated financial statements have been
statements represent the underlying transactions and kept so far as it appears from our examination of
events in a manner that achieves fair presentation. those books, except for the matters stated in the
paragraph 2(A)(g) below on reporting under Rule
We communicate with those charged with governance of 11(g) of the Companies (Audit and Auditors) Rules,
the Holding Company and such other entities included in 2014 and that the back-up of the books of account
the consolidated financial statements of which we are the and other relevant books and papers in electronic
independent auditors regarding, among other matters, the mode has not been kept on servers physically
planned scope and timing of the audit and significant audit located in India on a daily basis with respect to one
findings, including any significant deficiencies in internal subsidiary company incorporated in India.
control that we identify during our audit.
c. The consolidated balance sheet, the consolidated
We also provide those charged with governance with a statement of profit and loss (including other
statement that we have complied with relevant ethical comprehensive income), the consolidated
requirements regarding independence, and to communicate statement of changes in equity and the consolidated
with them all relationships and other matters that may statement of cash flows dealt with by this Report are
in agreement with the relevant books of account b. The Group did not have any material foreseeable
maintained for the purpose of preparation of the losses on long-term contracts including derivative
consolidated financial statements. contracts during the year ended 31 March 2024.
d. In our opinion, the aforesaid consolidated financial c. There are no amounts which are required to be
statements comply with the Ind AS specified under transferred to the Investor Education and Protection
Section 133 of the Act. Fund by the Holding Company or its subsidiary
companies incorporated in India during the year
e. The matter described in Basis for Qualified Opinion ended 31 March 2024.
paragraph in “Annexure B” with respect to adequacy
and operating effectiveness of the internal financial d (i) The respective management of the Holding Company
controls with reference to financial statements of a and its subsidiary companies incorporated in India
subsidiary company incorporated in India. in our whose financial statements have been audited
opinion, does not have an adverse effect on the under the Act have represented that, to the best
functioning of the Holding Company. of their knowledge and belief, as disclosed in the
Note 44 to the consolidated financial statements,
f. On the basis of the written representations received no funds have been advanced or loaned or invested
from the directors of the Holding Company as (either from borrowed funds or share premium or
on 31 March 2024 taken on record by the Board any other sources or kind of funds) by the Holding
of Directors of the Holding Company and its Company or any of such subsidiary companies to
subsidiary companies incorporated in India, none or in any other person(s) or entity(ies), including
of the directors of the Group company incorporated
foreign entities (“Intermediaries”), with the
in India is disqualified as on 31 March 2024 from
understanding, whether recorded in writing or
being appointed as a director in terms of Section
otherwise, that the Intermediary shall directly or
164(2) of the Act.
indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf
g. The modifications relating to the maintenance of
of the Holding Company or any of such subsidiary
accounts and other matters connected therewith
companies (“Ultimate Beneficiaries”) or provide
are as stated in the paragraph 2(A)(b) above on
any guarantee, security or the like on behalf of the
reporting under Section 143(3)(b) and paragraph
Ultimate Beneficiaries.
2(B)(f) below on reporting under Rule 11(g).
(iii) Based on the audit procedures performed that provider, we are unable to comment whether audit
have been considered reasonable and appropriate trail feature for the said software was enabled
in the circumstances, nothing has come to our and operated throughout the year for all relevant
notice that has caused us to believe that the transactions recorded in the software or whether
representations under sub-clause (i) and (ii) of Rule there were any instances of the audit trail feature
11(e), as provided under (i) and (ii) above, contain being tampered with.
any material misstatement.
C. With respect to the matter to be included in the Auditor’s
e. As stated in Note 16(b) to the consolidated financial Report under Section 197(16) of the Act:
statements, the respective Board of Directors of
the Holding Company and its subsidiary company In our opinion and according to the information and
incorporated in India have proposed final dividend explanations given to us, the remuneration paid during
for the year which is subject to the approval of the the current year by the Holding Company and its
respective members at the ensuing Annual General subsidiary company incorporated in India to its directors
Meeting. The dividend declared is in accordance is in accordance with the provisions of Section 197 of
with Section 123 of the Act to the extent it applies the Act. The remuneration paid to one of the director
to declaration of dividend. of the Holding Company and one of the director of the
subsidiary company incorporated in India has exceeded
f. Based on our examination which included test the limit as prescribed under Section 197 of the Act
checks, the Holding Company and its subsidiary for which requisite shareholder’s approvals have been
companies, which are companies incorporated in obtained. The Ministry of Corporate Affairs has not
India whose financial statements have been audited prescribed other details under Section 197(16) of the Act
under the Act, have used accounting softwares which are required to be commented upon by us.
for maintaining its books of account relating
to general ledger and payroll. In respect of the
Holding Company and one subsidiary company, For B S R & Co. LLP
the feature of recording audit trail (edit log) facility
has not been enabled for the accounting softwares Chartered Accountants
used for maintaining its books of account relating Firm’s Registration No.:101248W/W-100022
to general ledger and payroll. Further, in respect
of another subsidiary company, in the absence
of an independent auditor’s report in relation to Umang Banka
controls at a service organization for the accounting Partner
software used for maintaining its books of account, Place: Bengaluru Membership No.: 223018
which is operated by a third party software service Date: 20 May 2024 ICAI UDIN:24223018BKFQMX2475
Annexure A to the Independent Auditor’s Report on the Consolidated Financial Statements of S.J.S Enterprises
Limited for the year ended 31 March 2024
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
(xxi) In our opinion and according to the information and explanations given to us, there are no qualifications or adverse
remarks by the respective auditors in the Companies (Auditor’s Report) Order, 2020 reports of the companies incorporated
in India and included in the consolidated financial statements.
Umang Banka
Partner
Place: Bengaluru Membership No.: 223018
Date: 20 May 2024 ICAI UDIN:24223018BKFQMX2475
Annexure B to the Independent Auditor’s Report on the consolidated financial statements of S.J.S Enterprises
Limited for the year ended 31 March 2024
Report on the internal financial controls with reference BASIS FOR QUALIFIED OPINION
to the aforesaid consolidated financial statements under According to the information and explanations given to us
Clause (i) of Sub-section 3 of Section 143 of the Act and based on our audit, the following material weaknesses
have been identified as at 31 March 2024:
(Referred to in paragraph 2(A)(e) and 2(A)(h) under
‘Report on Other Legal and Regulatory Requirements’ One of the subsidiary companies incorporated in India has
section of our report of even date) not established its internal financial controls with reference
to financial statements on criteria based on or considering
QUALIFIED OPINION
the essential components of internal control stated in the
In conjunction with our audit of the consolidated financial
Guidance Note. Because of this reason, we are unable to
statements of S.J.S Enterprises Limited (hereinafter referred
to as “the Holding Company”) as of and for the year ended obtain sufficient appropriate audit evidence to provide a basis
31 March 2024, we have audited the internal financial controls for our opinion whether the said subsidiary company had
with reference to financial statements of the Holding Company adequate internal financial controls with reference to financial
and such companies incorporated in India under the Act which statements and whether such internal financial controls were
is its subsidiary companies, as of that date. operating effectively as at 31 March 2024.
In our opinion, except for the effects of the material weakness MANAGEMENT’S AND BOARD OF DIRECTORS’ RESPONSIBILITIES
described in Basis for Qualified Opinion section of our FOR INTERNAL FINANCIAL CONTROLS
report below on the achievement of the objectives of the The respective Company’s Management and the Board of
control criteria, the Holding Company and such companies Directors are responsible for establishing and maintaining
incorporated in India under the Act which are its subsidiary internal financial controls based on the internal financial
companies, have maintained, in all material respects, controls with reference to financial statements criteria
adequate internal financial controls with reference to established by the respective company considering the
financial statements, based on the internal financial controls essential components of internal control stated in the
with reference to financial statements criteria established Guidance Note. These responsibilities include the design,
by such companies considering the essential components implementation and maintenance of adequate internal
of such internal controls stated in the Guidance Note on financial controls that were operating effectively for
Audit of Internal Financial Controls Over Financial Reporting ensuring the orderly and efficient conduct of its business,
issued by the Institute of Chartered Accountants of India including adherence to the respective company’s policies,
(the “Guidance Note”) and except for effects of the material the safeguarding of its assets, the prevention and detection
weaknesses described in the Basis for Qualified Opinion of frauds and errors, the accuracy and completeness of the
section of our report below, the Holding Company’s and of accounting records, and the timely preparation of reliable
such companies incorporated in India under the Act which financial information, as required under the Act.
are its subsidiary companies internal financial controls with
reference to financial statements were operating effectively AUDITOR’S RESPONSIBILITY
as of 31 March 2024. Our responsibility is to express an opinion on the internal
financial controls with reference to financial statements based
We have considered the material weaknesses identified, on our audit. We conducted our audit in accordance with the
reported above in determining the nature, timing, and extent Guidance Note and the Standards on Auditing, prescribed
of audit tests applied in our audit of the consolidated financial under Section 143(10) of the Act, to the extent applicable
statements of the Holding Company and such companies to an audit of internal financial controls with reference to
incorporated in India under the Act which are its subsidiary financial statements. Those Standards and the Guidance Note
companies for the year ended 31 March 2024, and the material require that we comply with ethical requirements and plan
weaknesses do not affect our opinion on the consolidated and perform the audit to obtain reasonable assurance about
financial statements. whether adequate internal financial controls with reference
to financial statements were established and maintained and are recorded as necessary to permit preparation of financial
if such controls operated effectively in all material respects. statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
Our audit involves performing procedures to obtain audit are being made only in accordance with authorisations of
evidence about the adequacy of the internal financial controls management and directors of the company; and (3) provide
with reference to financial statements and their operating reasonable assurance regarding prevention or timely
effectiveness. Our audit of internal financial controls with detection of unauthorised acquisition, use, or disposition of
reference to financial statements included obtaining an the company’s assets that could have a material effect on the
understanding of internal financial controls with reference financial statements.
to financial statements, assessing the risk that a material
weakness exists, and testing and evaluating the design INHERENT LIMITATIONS OF INTERNAL FINANCIAL
and operating effectiveness of internal control based on CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
the assessed risk. The procedures selected depend on the Because of the inherent limitations of internal financial
auditor’s judgement, including the assessment of the risks controls with reference to financial statements, including the
of material misstatement of the consolidated financial possibility of collusion or improper management override
statements, whether due to fraud or error. of controls, material misstatements due to error or fraud
may occur and not be detected. Also, projections of any
We believe that the audit evidence we have obtained is evaluation of the internal financial controls with reference to
sufficient and appropriate to provide a basis for our audit financial statements to future periods are subject to the risk
opinion on the internal financial controls with reference to that the internal financial controls with reference to financial
financial statements. statements may become inadequate because of
MEANING OF INTERNAL FINANCIAL CONTROLS WITH changes in conditions, or that the degree of compliance with
REFERENCE TO FINANCIAL STATEMENTS the policies or procedures may deteriorate.
A company’s internal financial controls with reference
to financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial For B S R & Co. LLP
reporting and the preparation of financial statements for Chartered Accountants
external purposes in accordance with generally accepted Firm’s Registration No.:101248W/W-100022
accounting principles. A company’s internal financial
controls with reference to financial statements include those Umang Banka
policies and procedures that (1) pertain to the maintenance
Partner
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the Place: Bengaluru Membership No.: 223018
company; (2) provide reasonable assurance that transactions Date: 20 May 2024 ICAI UDIN:24223018BKFQMX2475
(` In Million)
Note As at As at
Particulars
No. March 31, 2024 March 31, 2023
ASSETS
Non-current assets
Property, plant and equipment 3 1,802.51 1,517.20
Capital work-in-progress 3 23.32 17.17
Right-of-use assets 22 342.22 128.75
Goodwill 4 1,744.33 289.31
Other intangible assets 4 856.29 52.69
Financial assets
i. Investments 10 60.32 36.67
ii. Loans 14 5.50 -
iii. Other non-current financial assets 5 54.86 23.14
Deferred tax assets (net) 7 42.97 8.12
Other non-current assets 8 35.79 150.46
Total non-current assets 4,968.11 2,223.51
Current assets
Inventories 9 719.63 484.14
Financial assets
i. Investments 10 336.10 1,351.03
ii. Trade receivables 11 1,624.10 905.08
iii. Cash and cash equivalents 12 121.23 79.18
iv. Bank balance other than (iii) above 13 31.97 217.97
v. Loans 14 9.15 4.28
vi. Other current financial assets 5 9.28 57.99
Other current assets 8 76.70 57.98
Total current assets 2,928.16 3,157.65
Total assets 7,896.27 5,381.16
EQUITY AND LIABILITIES
Equity
Equity share capital 15 310.38 304.38
Other equity 16 5,194.99 3,992.01
Equity attributable to owners of the Company 5,505.37 4,296.39
Non-controlling interests 16 110.63 -
Total equity 5,616.00 4,296.39
Liabilities
Non-current liabilities
Financial liabilities
i. Borrowings 17 400.36 -
ii. Lease liabilities 22 116.08 73.35
iii. Other non-current financial liabilities 19 65.59 -
Deferred tax liabilities (net) 7 257.90 89.65
Total non-current liabilities 839.93 163.00
Current liabilities
Financial liabilities
i. Borrowings 17 283.07 203.73
ii. Lease liabilities 22 42.63 27.78
iii. Trade payables 18
a) total outstanding dues of micro enterprises and small enterprises 153.72 166.30
b) total outstanding dues of creditors other than micro enterprises and small 462.44 259.03
enterprises
iv. Other current financial liabilities 19 303.83 149.89
Other current liabilities 20 130.01 91.33
Provisions 21 42.45 17.59
Income tax liabilities (net) 6 22.19 6.12
Total current liabilities 1,440.34 921.77
Total liabilities 2,280.27 1,084.77
Total equity and liabilities 7,896.27 5,381.16
Material accounting policies 2
See accompanying notes to the consolidated financial statements
As per our report of even date attached for and on behalf of Board of Directors of
Umang Banka K A Joseph Sanjay Thapar Mahendra Kumar Naredi Thabraz Hushain. W
Partner Managing Director CEO and Executive Director Chief Financial Officer Company Secretary
Membership number: 223018 DIN: 00784084 DIN: 01029851 PAN: AEWPN9414M PAN: ABVPW4613P
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024
(` In Million)
As per our report of even date attached for and on behalf of Board of Directors of
Umang Banka K A Joseph Sanjay Thapar Mahendra Kumar Naredi Thabraz Hushain. W
Partner Managing Director CEO and Executive Director Chief Financial Officer Company Secretary
Membership number: 223018 DIN: 00784084 DIN: 01029851 PAN: AEWPN9414M PAN: ABVPW4613P
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024
(` In Million)
(` In Million)
Reconciliation between opening and closing balance for liabilities arising from financing activities:
(` In Million)
For the year ended Liability assumed Non-cash For the year ended
Particulars Cash flows
March 31, 2023 in acquisition movements March 31, 2024
Leases 101.13 75.51 (91.32) 73.39 158.71
Borrowings 203.73 322.24 157.46 - 683.43
Interest accrued but not due - - (77.01) 77.01 -
Total liabilities from financing activities 304.86 397.75 (10.87) 150.40 842.14
(` In Million)
The above cash flow statement has been prepared under the indirect method as set out in Ind AS 7 “Statement of Cash Flows”
prescribed under the Companies (Indian Accounting Standard) Rules, 2015 under the Companies Act, 2013.
Material accounting policies (refer Note 2)
See accompanying notes to the consolidated financial statements
As per our report of even date attached for and on behalf of Board of Directors of
Umang Banka K A Joseph Sanjay Thapar Mahendra Kumar Naredi Thabraz Hushain. W
Partner Managing Director CEO and Executive Director Chief Financial Officer Company Secretary
Membership number: 223018 DIN: 00784084 DIN: 01029851 PAN: AEWPN9414M PAN: ABVPW4613P
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024
As at As at
Particulars
March 31, 2024 March 31, 2023
Opening Balance 304.38 304.38
Issue of equity shares 6.00 -
Closing balance 310.38 304.38
As per our report of even date attached for and on behalf of Board of Directors of
Umang Banka K A Joseph Sanjay Thapar Mahendra Kumar Naredi Thabraz Hushain. W
Partner Managing Director CEO and Executive Director Chief Financial Officer Company Secretary
Membership number: 223018 DIN: 00784084 DIN: 01029851 PAN: AEWPN9414M PAN: ABVPW4613P
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024
- Note 2 (m) - Measurement of defined benefit All other liabilities are classified as non-current.
obligations: key actuarial assumptions
The operating cycle is the time between the acquisition
- Note 2 (q) - Recognition and measurement of
provisions and contingencies: key assumptions of assets for processing and their realisation in cash
about the likelihood and magnitude of an outflow and cash equivalents. The Group has identified twelve
of resources months as its operating cycle.
Entities controlled by the Company are consolidated Name of Company Date Country Ownership
from the date control commences until the date (Nature of of of interest
control ceases. Business) Acquisition incorporation as at
31
All inter-company transactions, balances and income March 2024
and expenses are eliminated in full on consolidation. Exotech Plastics 5 April 2021 India 100%
Private Limited (EPPL)
The Group combines the financial statements of the Walter Pack 4 July 2023 India 90.1%
parent and its subsidiaries line by line adding together like Automotive Products
items of assets, liabilities, equity, income and expenses. India Private Limited
(WPAPIPL/ Walter
Inter company transactions, balances and unrealized
Pack)
gains on transactions between Group Companies are
Plastoranger 3 July 2023 India 90.1%
eliminated. Unrealized losses are also eliminated unless
Advanced
the transaction provides evidence of an impairment of Technologies Private
the transferred asset. All temporary differences that arise Limited (Plastoranger)
from the elimination of profits and losses resulting from (Wholly owned
intragroup transactions are recognized as per Ind AS 12 subsidiary of
Income Taxes. Accounting policies of subsidiaries are WPAPIPL)
aligned where necessary to ensure consistency with the
policies adopted by the Group. 2) SUMMARY OF MATERIAL ACCOUNTING POLICIES
(a) Revenue recognition
Non-controlling interests (NCI) are measured initially at Sale of goods
their proportionate share of acquiree’s identifiable net Revenue is recognised upon transfer of control of
assets at the date of acquisition. Changes in the Group’s promised goods to customer in an amount that reflects
interest in a subsidiary that do not result in a loss of the consideration the Group expects to receive in
control are accounted for as equity transactions. exchange for those goods or services.
an item, revenue is recognised to the extent that it is assets are classified as unbilled receivables (only act of
probable that a significant reversal in the amount of invoicing is pending) when there is unconditional right
cumulative revenue recognised will not occur and is to receive cash, and only passage of time is required, as
reassessed at the end of each reporting period. per contractual terms.
Revenue from sale of products is recognised at the point Unearned or deferred revenue is recognised when there
in time when control is transferred to customer. are billings in excess of revenues.
For the purposes of impairment testing, goodwill is The cost and related accumulated depreciation are
allocated to cash-generating units. The allocation is eliminated from the financial statements upon sale or
made to those cash generating units or groups of cash retirement of the asset and the resultant gains or losses
generating units that are expected to benefit from the are recognized in the statement of profit and loss. Assets
business combination in which such goodwill arose. to be disposed off are reported at the lower of the
A cash-generating unit to which goodwill has been carrying value or the fair value less cost to sell.
allocated is tested for impairment annually, or more
frequently when there is an indication that the unit may If significant parts of an item of property, plant and
be impaired. If the recoverable amount of the cash- equipment have different useful lives, then they are
generating unit is less than its carrying amount, the accounted for as separate items (major components) of
impairment loss is allocated first to reduce the carrying property, plant and equipment.”
amount of any goodwill allocated to the unit and then to
the other assets of the unit pro rata based on the carrying A property, plant and equipment are eliminated from the
amount of each asset in the unit. Any impairment loss consolidated financial statements on disposal or when
for goodwill is recognized directly in statement of profit no further benefit is expected from its use and disposal.
and loss. An impairment loss recognised for goodwill is Assets retired from active use and held for disposal are
not reversed in subsequent periods. generally stated at the lower of their net book value and
net realizable value. Any gain or losses arising disposal
On disposal of the relevant cash-generating unit, the
of property, plant and equipment is recognized in the
attributable amount of goodwill is included in the
statement of profit and loss.
determination of the profit or loss on disposal.
Advance paid towards the acquisition of property, plant
(c) Property, plant and equipment
and equipment outstanding at each balance sheet date
Property, plant and equipment, excluding Freehold land
classified as capital advances under other non-current
are carried at cost less accumulated depreciation and
assets and the cost of the assets not put to use before
impairment losses, if any. The cost of property, plant and
such date are disclosed under capital work in progress.
equipment comprises its purchase price net of any trade
discounts and rebates, any import duties and other taxes
The cost property, plant and equipment at 1 April
(other than those subsequently recoverable from the
2019, the Company’s date of transition to Ind AS, was
tax authorities), any directly attributable expenditure on
determined with reference to it carrying value recognised
bringing the assets to working condition for its intended
use and estimated cost of dismantling and removing the as per the previous GAAP (deemed cost), as at the date
items and restoring the site on which it is located. of transition to Ind AS.
The cost of a self-constructed item of property, plant and Depreciation and useful lives
equipment comprises the cost of materials, direct labour, Depreciable amount for assets is the cost of asset less
any other costs directly attributable to bringing the item its estimated residual value. Depreciation on property,
to working condition for its intended use and estimated plant and equipment is calculated on a straight-line
costs of dismantling and removing them and restoring basis using the rates arrived at based on the useful lives
the site on which it is located. estimated by the management. Based on the internal
technical assessment, the management believes that
If significant parts of an item of property, plant and the useful lives as given below, which are different from
equipment have different useful lives, then they are those prescribed in Part C of schedule II of the Act, best
accounted for as separate items (major components) of represent the period over which Management expects
property, plant and equipment. to use these assets.
the carrying value of the assets exceeds the estimated (g) Financial Instruments
recoverable amount of the asset. An impairment loss is A. Financial assets
reversed in the statement of profit and loss if there has i) Recognition and initial measurement
been a change in the estimates used to determine the Trade receivables and debt securities are
recoverable amount. initially recognized when they are originated.
All other financial assets and liabilities
When an impairment loss subsequently reverses, the are initially recognized when the Group
carrying amount of the asset / CGU is increased to its
becomes a party to contractual provisions of
revised recoverable amount, provided that this amount
the instrument.
does not exceed the carrying amount that would have
been determined (net of any accumulated amortization
All financial instruments are recognised
or depreciation) had no impairment loss been recognized
initially at fair value. Transaction costs that are
for the asset in prior years. A reversal of impairment loss
attributable to the acquisition of the financial
is recognized immediately in the statement of profit
asset (other than financial assets recorded at
and loss.
fair value through profit or loss) are included
(f) Inventories in the fair value of the financial assets.
Inventories are valued at the lower of cost and net
realizable value. Cost of inventories comprises purchase ii) Classification and subsequent
price, costs of conversion and other costs incurred in measurement
bringing the inventories to their present location and Financial assets
condition. In determining the cost, weighted average On initial recognition, a financial instrument is
cost is used. Net realizable value is the estimated selling classified and measured at
price in the ordinary course of business, less estimated
• Amortized cost
costs to sell. The comparison of cost and net realizable
value is made on an item-by-item basis. • Fair value through other comprehensive
income (FVOCI) - debt instruments;
The method of determination of cost is as follows:
• Fair value through other comprehensive
• Raw materials and components– on a weighted income (FVOCI) - equity investments; or
average basis
• Fair value through profit and loss (FVTPL).
• Stores and spares – on a weighted average basis
• Work-in-progress – includes cost of conversion. Financial assets are not classified subsequent
to their initial recognition, except if and in the
• Finished goods – includes cost of conversion.
period the Group changes its business model
• Goods in transit – at purchase cost for managing financial assets.
• Tools – at purchase cost
A financial asset is measured at amortized cost
if it meets both the following conditions and is
The net realizable value of work-in-progress is
determined with reference to the net realizable value of not designated as at FVTPL:
related finished goods. Raw materials and other supplies • The asset is held within a business model
held for use in production of inventories are not written whose objective is to hold assets to
down below cost except in cases where material prices collect contractual cash flows; and
have declined, and it is estimated that the cost of the
finished products will exceed their net realizable value. • The contractual terms of the financial
Fixed production overheads are allocated on the basis assets give rise on a specified date to
of normal capacity of production facilities. The provision cash flows that are solely payments of
for inventory obsolescence is assessed periodically and principal and interest on the principal
is provided as considered necessary. amounts outstanding.
instrument improves such that there is no Financial liabilities at fair value through
longer a significant increase in credit risk since profit or loss
initial recognition, then the Group reverts to Financial liabilities at fair value through profit
recognising impairment loss allowance based or loss include financial liabilities held for
on 12 month ECL. trading and financial liabilities designated
upon initial recognition as at fair value through
iii) Derecognition of financial assets profit or loss. Financial liabilities are classified
A financial asset is derecognized only when: as held for trading if they are incurred for the
purpose of repurchasing in the near term.
• the Group has transferred the rights to
This category also includes derivative financial
receive cash flows from financial asset or
instruments entered into by the Group that
• retains the contractual rights to receive are not designated as hedging instruments
the cash flows from financial asset but in hedge relationships as defined by Ind AS
assumes a contractual obligation to pay 109. Separate embedded derivatives are also
the cash flows to one or more recipients. classified as held for trading unless they are
designated as effective hedging instruments.
Where the Group has transferred an asset, the
Group evaluates whether it has transferred Gains or losses on liabilities held for trading are
substantially all risks and rewards of ownership recognized in the statement of profit and loss.
of the financial asset. In such cases, the
Financial liabilities designated upon initial
financial asset is derecognized. Where the
recognition at fair value through profit or loss
Group has not transferred substantially all
are designated as such at the initial date of
risks and rewards of ownership of the financial
recognition, and only if the criteria in Ind AS
asset, the financial asset is not derecognized.
109 are satisfied. For liabilities designated as
FVTPL, fair value gains/ losses attributable to
Where the Group has neither transferred a
changes in own credit risk are recognized in
financial asset nor retains substantially all
OCI. These gains/ losses are not subsequently
risks and rewards of ownership of the financial
transferred to statement of profit and
asset, the financial asset is derecognized if the
loss. However, the Group may transfer the
Group has not retained control of the financial
cumulative gain or loss within equity. All
asset. Where the Group retains control of
other changes in fair value of such liability are
the financial asset, the asset is continued to
recognized in the statement of profit or loss.
be recognized to the extent of continuing
The Group has not designated any financial
involvement in the financial asset. liability as at fair value through profit or loss.
is included as finance costs in the statement of (i) Cash dividend to equity holders of the Group
profit and loss. The Group recognises a liability to make cash distributions
to equity holders of the Group when the distribution
Financial guarantee contracts is authorised, and the distribution is no longer at the
Financial guarantee contracts issued by the discretion of the Group. Final dividends on shares are
Group are those contracts that require a recorded as a liability on the date of approval by the
payment to be made to reimburse the holder shareholders and interim dividends are recorded as a
for a loss it incurs because the specified liability on the date of declaration by the Group’s Board
party fails to make a payment when due of Directors.
in accordance with the terms of a debt
instrument. Financial guarantee contracts are (j) Foreign Currency transactions and translations
recognized initially as a liability at fair value, Foreign currency are translated into the functional
adjusted for transaction costs that are directly currency using the exchange rates at the dates of the
attributable to the issuance of the guarantee. transactions. Foreign currency denominated monetary
Subsequently, the liability is measured at assets and liabilities are translated into relevant
the higher of the amount of loss allowance functional currency at exchange rates in effect at the
determined as per impairment requirements balance sheet date.
of Ind AS 109 and the amount recognized less
cumulative amortization. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation
Derecognition of monetary assets and liabilities denominated in foreign
A financial liability is derecognized when the currencies at year end exchange rates are generally
obligation under the liability is discharged or recognized in statement of profit and loss.
cancelled or expires. When an existing financial
liability is replaced by another from the same Non-monetary assets and non-monetary liabilities
lender on substantially different terms, or the denominated in foreign currency and measured at fair
terms of an existing liability are substantially value are translated at the exchange rate prevalent at the
modified, such an exchange or modification date when the fair value was determined. Non-monetary
is treated as the derecognition of the original assets and non-monetary liabilities denominated in a
liability and the recognition of a new liability. foreign currency and measured at historical cost are
The difference in the respective carrying translated at the exchange rate prevalent at the date
amounts is recognized in the statement of of transaction. Translation differences on assets and
profit or loss. liabilities carried at fair value are reported as part of the
fair value gain or loss and are generally recognized in
Offsetting
statement of profit and loss, except exchange differences
Financial assets and financial liabilities are
arising from the translation of the following items which
offset and the net amount reported in the
are recognized in OCI:
balance sheet if there is a currently enforceable
legal right to offset the recognized amounts • equity investments at fair value through OCI (FVOCI)
and there is an intention to settle on a net
• a financial liability designated as a hedge of the net
basis, to realize the assets and settle the
investment in a foreign operation to the extent that
liabilities simultaneously.
the hedge is effective; and
(h) Cash and cash equivalents • qualifying cash flow hedges to the extent that the
Cash and cash equivalent includes cash in hand, demand hedges are effective.
deposit with bank and other short-term, highly liquid
investments with original maturities of three months (k) Employee benefits
or less that are readily convertible to known amounts i. Defined contribution plan
of cash and which are subject to an insignificant risk of A defined contribution plan is a post-employment
changes in value, and bank overdrafts. benefit plan under which an entity pays specified
contributions to a separate entity and has no Provision is made for the shortfall, if any, between
obligation to pay any further amounts. The the amounts required to be contributed to meet
Group makes specified monthly contributions the accrued liability for gratuity as determined
towards employee Provident Fund to Government by actuarial valuation and the available corpus of
administered Provident Fund Scheme which is a the funds.
defined contribution plan. The Group’s contribution
is recognized as an expense in the statement of iii. Short-term employee benefits
profit and loss during the period in which the All employee benefits falling due wholly within
employee renders the related service.
twelve months of rendering the services are
classified as short term employee benefits,
ii. Defined benefit plans
The Group’s gratuity plan is a defined benefit plan. which include benefits like salaries, wages and
The present value of gratuity obligation under performance incentives and are recognised as
such defined benefit plans is determined based on expenses in the period in which the employee
actuarial valuations carried out by an independent renders the related service.
actuary using the Projected Unit Credit Method,
which recognizes each period of service as Short term employee benefits are measured on
giving rise to additional unit of employee benefit an undiscounted basis and are expensed as the
entitlement and measure each unit separately related service is provided. A liability is recognized
to build up the final obligation. The obligation is for the amount expected to be paid e.g. short
measured at the present value of estimated future term performance incentive, if the Group has a
cash flows. The discount rates used for determining present legal or constructive obligation to pay this
the present value of obligation under defined amount as a result of past services provided by the
benefit plans, is based on the market yields on employee and the amount of obligation can be
Government securities as at the balance sheet date,
estimated reliably.
having maturity periods approximating to the terms
of related obligations.
When the benefits of a plan are changed or when a
plan is curtailed, the resulting change in benefit that
Actuarial gains or losses are recognized in other
comprehensive income. Further, the statement of relates to past service (‘past service cost’ or ‘past
profit and loss does not include an expected return service gain’) or the gain or loss on curtailment is
on plan assets. Instead net interest recognized recognized immediately in the statement of profit
in profit or loss is calculated by applying the and loss. The Group recognizes gains and losses on
discount rate used to measure the defined benefit the settlement of a defined benefit plan when the
obligation to the net defined benefit liability or settlement occurs.
asset. The actual return on plan assets above or
below the discount rate is recognized as part of iv. Compensated absences:
remeasurement of net defined liability or asset Compensated absences which are not expected to
through other comprehensive income. occur within twelve months after the end of the
period in which the employee renders the related
Remeasurements comprising actuarial gains or services are recognised at an actuarially determined
losses and return on plan assets (excluding amounts
liability at the present value of the defined benefit
included in net interest on the net defined benefit
obligation at the Balance sheet date. In respect of
liability) are not reclassified to profit or loss in
compensated absences expected to occur within
subsequent periods.
twelve months after the end of the period in which
The Group’s gratuity scheme is administered the employee renders the related services, liability
through a third party trust and the provision for for short-term employee benefits is measured at
the same is determined on the basis of actuarial the undiscounted amount of the benefits expected
valuation carried out by an independent actuary. to be paid in exchange for the related service.
v. share-based payment transactions. costs incurred and an estimate of costs to dismantle and
The cost of equity-settled transactions is determined remove the underlying asset or to restore the underlying
by the fair value at the date when the grant is made asset or the site on which it is located, less any lease
using an appropriate valuation model and Group’s incentives received.
estimate of equity instruments that will vest. That
cost is recognized, together with a corresponding The right-of-use assets is subsequently measured at
increase in share-options outstanding account in cost less any accumulated depreciation, accumulated
equity, over the period in which the performance impairment losses, if any and adjusted for any
and/or service conditions are fulfilled in employee remeasurement of the lease liability. The right-of-use
benefits expense. assets is depreciated using the straight-line method from
the commencement date over the shorter of lease term
(l) Borrowing costs or useful life of right-of-use asset. The estimated useful
Borrowing costs are interest and other costs (including lives of right-of-use assets are determined on the same
exchange differences relating to foreign currency basis as those of property, plant and equipment. Right-
borrowings to the extent that they are regarded as an of-use assets are tested for impairment whenever there
adjustment to interest costs) incurred in connection with is any indication that their carrying amounts may not be
the borrowing of funds. Borrowing costs allocated to recoverable. Impairment loss, if any, is recognised in the
and utilized for qualifying assets pertaining to the period statement of profit and loss.
from commencement of activities directly attributable to
the acquisition, construction or production of upto the When the lease liability is remeasured in this way, a
date of capitalisation of such asset are added to the cost corresponding adjustment is made to the carrying
of the assets. Qualifying asset is an asset that necessarily amount of the right-of-use asset, or is recorded in profit
takes a substantial period of time to get ready for its or loss if the carrying amount of the right-of-use asset
intended use Borrowing cost also includes exchange has been reduced to zero.
differences to the extent regarded as an adjustment
to the borrowing costs.. All other borrowing costs are The Group applies the short-term lease recognition
expensed in the period in which they occur. exemption to all assets that have a lease term of 12
months or less from the commencement date. The lease
(m) Leases payments associated with these leases are recognized as
The Group assesses at contract inception whether a an expense on a straight-line basis over the lease term.
contract is, or contains, a lease, that is if the contract Further, leases for which the underlying asset is of low
conveys the right to control the use of an identified asset value has been recognized immediately in the Statement
for a period of time in exchange for consideration. of Profit and Loss.
in the consolidated financial statements except for the obligation. When the Group expects some or all of
cases mentioned below. a provision to be reimbursed, the expense relating
to a provision is presented in the statement of profit
Deferred income tax assets and liabilities are measured and loss net of any reimbursement. If the effect of
using tax rates and tax laws that have been enacted or the time value of money is material, provisions are
substantively enacted by the balance sheet date and discounted using a current pre-tax rate that reflects,
are expected to apply to taxable income in the years in when appropriate, the risks specific to the liability.
which those temporary differences are expected to be When discounting is used, the increase in the
recovered or settled. The effect of changes in tax rates on provision due to the passage of time is recognised
deferred income tax assets and liabilities is recognized as a finance cost. Expected future operating losses
as income or expense in the period that includes the are not provided for.
enactment or substantive enactment date.
ii. Onerous contract
Deferred tax is not recognized for temporary differences Provision for onerous contracts. i.e. contracts
arising on the initial recognition of assets and liabilities where the expected unavoidable cost of meeting
in a transaction that is not a business combination and the obligations under the contract exceed the
that affects neither accounting nor taxable profits or loss economic benefits expected to be received under it,
at the time of the transaction, and temporary investment are recognised when it is probable that an outflow
related to investment in subsidiaries, associates and of resources embodying economic benefits will be
joint agreements to the extent that the Group is able required to settle a present obligation as a result of
to control the timing of reversal of the temporary an obligating event based on a reliable estimate of
differences and it is probable that they will not reverse such obligation.
in the foreseeable future.
iii. Contingent liabilities
Deferred tax assets are recognised to the extent that it A disclosure for contingent liabilities is made
is probable that future taxable profits will be available where there is a possible obligation or a present
against which they can be used. The Group recognises a obligation that may probably not require an
deferred tax asset only to the extent that it has sufficient outflow of resources. When there is a possible or a
taxable temporary differences or there is convincing present obligation where the likelihood of outflow
other evidence that sufficient taxable profits will be of resources is remote, no provision or disclosure
available against which such deferred tax can be realised. is made.
Deferred tax assets, unrecognised or recognised, are
reviewed at each reporting date and are recognised/ Provisions and contingent liabilities are reviewed at
reduced to the extent that it is probable/no longer each Balance Sheet date.
probable respectively that the related tax benefit will
be realised. (p) Earnings per share
The basic earnings per share is computed by dividing the
Deferred tax assets and deferred tax liabilities are offset net profit attributable to the owners of the Group for the
if a legally enforceable right exists to set off current tax year by the weighted average number of equity shares
assets against current tax liabilities and the deferred outstanding during reporting period.
taxes relate to the same taxable entity.
Diluted earnings per share is computed by dividing the
(o) Provisions and Contingent Liabilities net profit by the weighted average number of equity
i. Provisions shares considered for deriving basic earnings per share
Provisions are recognised when the Group has a and also the weighted average number of equity shares
present obligation (legal or constructive) as a result that could have been issued upon conversion of all
of a past event, it is probable that an outflow of dilutive potential equity shares. The number of shares
resources embodying economic benefits will be used in computing diluted earnings per share comprises
required to settle the obligation and a reliable the weighted average shares considered for deriving
estimate can be made of the amount of the basic earnings per share and also the weighted average
number of equity shares which could have been issued for the effects of transactions of a non-cash nature, any
on the conversion of all dilutive potential equity shares. deferrals or accruals of past or future operating cash
receipts or payments and item of income or expenses
Dilutive potential equity shares are deemed converted associated with investing or financing cash flows. The
as of the beginning of the reporting date, unless they cash flows from operating, investing and financing
have been issued at a later date. In computing diluted activities of the Group are segregated.
earnings per share, only potential equity shares that is
dilutive and which either reduces earnings per share or (s) Government grants
increase loss per share are included. Government grants are recognized where there is
reasonable assurance that the grant will be received,
(q) Segment reporting and all attached conditions will be complied with. When
Operating segments are reported in a manner consistent the grant relates to an expense item, it is recognized as
with the internal reporting provided to the chief operating income on a systematic basis over the periods that the
decision maker (CODM). The Group has identified one related costs, for which it is intended to compensate,
reportable segment based on the dominant source, are expensed. When the grant relates to an asset, it is
nature of risks and return and the internal organisation recognized as income in proportion to the depreciation
and management structure and for which discrete charged over the expected useful life of the related asset.
financial information is available. The CODM monitors
the operating results of the entity as a whole for the (t) Recent pronouncements
purpose of making decisions about resource allocation Ministry of Corporate Affairs (“MCA”) notifies new
and performance assessment. Refer Note 41 for segment standards or amendments to the existing standards
information and segment reporting. under companies (Indian Accounting Standards) Rules
as issued from time to time. For the year ended 31
(r) Cash flow statement March 2024, MCA has not notified any new standards
Cash flows are reported using the indirect method, or amendments to existing standards applicable to
whereby net profit before taxes for the period is adjusted the Company.
Particulars Freehold Leasehold Buildings Electrical Plant and Furniture Computers Office Vehicles Total Capital
Land Improvements* installations machineries and (including equipment work-in-
fixtures servers) progress
(Note (i))
Cost or Deemed Cost
As at 01 April 2022 278.10 18.28 510.63 158.82 1,261.35 36.11 23.82 48.42 53.39 2,388.92 1.91
Additions - 1.14 0.93 - 155.78 5.33 15.92 3.35 13.65 196.10 17.17
Deletions - - - - (28.65) - (1.67) (4.10) (4.70) (39.12) -
Capitalised - - - - - - - - - - (1.91)
As at 31 March 2023 278.10 19.42 511.56 158.82 1,388.48 41.44 38.07 47.67 62.34 2,545.90 17.17
Acquired through business - 0.19 41.21 11.18 152.22 7.16 0.90 2.63 3.25 218.74 77.52
combination [Refer note 42]
Additions - 1.03 0.09 0.24 290.32 4.09 12.60 3.73 4.06 316.16 141.81
Deletions - - - - (10.73) (1.72) (1.24) - (7.79) (21.48) (1.83)
Capitalised - - - - - - - - - - (211.35)
As at 31 March 2024 278.10 20.64 552.86 170.24 1,820.29 50.97 50.33 54.03 61.86 3,059.32 23.32
Accumulated depreciation
As at 01 April 2022 - 5.18 81.55 51.10 645.28 13.09 15.22 33.82 18.02 863.26 -
Depreciation for the year - 2.53 16.12 15.41 145.52 3.36 5.14 7.06 6.42 201.56 -
Depreciation on deletions - - - - (27.12) - (1.58) (3.94) (3.48) (36.12) -
As at 31 March 2023 - 7.71 97.67 66.51 763.68 16.45 18.78 36.94 20.96 1,028.70 -
Depreciation for the year - 2.83 17.07 16.38 180.71 4.39 10.38 5.27 6.71 243.74 -
Depreciation on deletions - - - 0.29 (9.62) (1.69) (1.17) - (3.44) (15.63) -
As at 31 March 2024 - 10.54 114.74 83.18 934.77 19.15 27.99 42.21 24.23 1,256.81 -
Net carrying amount
As at 01 April 2022 278.10 13.10 429.08 107.72 616.07 23.02 8.60 14.60 35.37 1,525.66 1.91
As at 31 March 2023 278.10 11.71 413.89 92.31 624.80 24.99 19.29 10.73 41.38 1,517.20 17.17
As at 31 March 2024 278.10 10.10 438.12 87.06 885.52 31.82 22.34 11.82 37.63 1,802.51 23.32
* Refer Note 22
Note (i)
(a) The ageing information for capital work in progress for the year ended 31 March 2024 and 31 March 2023 is as follows:
(` In Million)
(b) There are no capital work in progress whose completion is overdue or exceeded its cost compared to its original plan.
(c) he title deeds of all the immovable properties (other than properties where the Group is the lessee and the lease
T
agreements are duly executed in favour of the lessee), are held in the name of the group.
(d) There has been no revaluation of property, plant and equipment done during the year.
(e) At 31 March 2024, freehold land and building amounting to `453.30 million (31 March 2023: `468.19 million) are subject
to 1st charge secured bank loans [refer Note 17]
(b) Goodwill arising upon business combination is not amortized but tested for impairment annually or more frequently
if there is any indication that the cash generating unit to which goodwill is allocated is impaired. For the purposes
of impairment assessment, the Group is considered as single Cash generating unit. The recoverable amounts of the
cash generating units have been assessed using a value-in-use model. Value-in-use is generally calculated as the
net present value of the projected post-tax cash flows plus a terminal value of the cash generating unit. Initially, a
post-tax discount rate is applied to calculate the net present value of the post-tax cash flows. Key assumptions upon
which the Company has based its determinations of value-in-use include:
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Growth rate (%) 12% 10%
Operating margin (%) 12% - 15% 16% - 17.4%
Terminal growth (%) 5% 5%
Discount rate (%) 19.65% 14.80%
As at 31 March 2024 and 31 March 2023, the estimated recoverable amount of the CGU exceeded its carrying amount
hence no impairment is trigerred.
The Group believes that any reasonably possible change in the key assumptions on which a recoverable amount is based
would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.
As at As at
Particulars
31 March 2024 31 March 2023
Non-current
Unsecured, considered good
Security deposit 54.86 23.04
Margin money deposits* - 0.10
Total 54.86 23.14
Current
Unsecured, considered good
Security deposit 0.35 0.35
Interest accrued on deposit 7.02 9.43
Export incentives receivables 0.85 0.30
Advance to employees 0.10 -
Recoverable from Insurance companies 0.96 -
Expense reimbursement receivable [refer Note 36] - 47.91
Total 9.28 57.99
* Includes Nil as on 31 March 2024 (` 0.10 million as on 31 March 2023) Margin money provided as guarantee for Gurgaon Warehouse
to Value Added Tax and Central Sales Tax Department.
As at As at
Particulars
31 March 2024 31 March 2023
Non - current
Advance tax and tax deducted at source, net of provision for tax - -
Current
Income tax liabilities, net of tax assets 22.19 6.12
a) The gross movement in the income tax liability for the year ended 31 March 2024 and 31 March 2023 is as
follows:
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Deferred tax assets
Provision for inventory obsolescence 32.39 15.07
Provision for gratuity and compensated absences 7.43 3.24
Customer discounts, returns and claims 25.92 19.75
Provision for bonus 2.45 0.26
Lease liability, net 39.94 29.44
Loss allowances on financial assets, net 8.20 4.22
Provision for doubtful advances and receivables 4.15 2.69
Others 13.49 3.22
Total deferred tax asset (A) 133.97 77.89
Deferred tax liabilities
Property, plant and equipment and intangible assets 109.17 125.70
Right of use assets 27.93 15.16
Intangible assets acquired in acquisition 204.21 9.38
Others 7.60 9.18
Total deferred tax liabilities (B) 348.91 159.42
Net deferred tax liabilities (A-B) (214.94) (81.53)
*Refer note 31(d)
The net deferred tax liabilities as on 31 March 2024 and 31 March 2023 is given below:
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Non - current
Deferred tax asset, (net) 42.97 8.12
Non - current
Deferred tax liabilities, (net) 257.90 89.65
Net deferred tax liabilities (214.93) (81.53)
8 OTHER ASSETS
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Non - current
Unsecured, considered good
Capital advances [refer Note (a) below] 12.30 125.47
Prepaid expenses 5.17 0.81
Contract acquisition costs 0.62 13.61
Receivables from government authorities [refer Note (b) below] 17.70 10.57
35.79 150.46
Unsecured, considered doubtful
Indirect tax paid under protest 3.00 3.00
Less: Provision (3.00) (3.00)
- -
Receivables from government authorities - 4.84
Less: Provision [refer Note (b) below] - (4.84)
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
- -
CURRENT
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Unsecured, considered good
Balances with government authorities 2.56 2.50
Prepaid expenses 13.64 8.85
Contract acquisition costs 8.10 5.84
Advance to suppliers 51.51 40.52
Prepaid gratuity 0.30 -
Others 0.59 0.27
76.70 57.98
Unsecured, considered doubtful 8.28 8.28
Balances with government authorities (8.28) (8.28)
Less: Provision [refer Note (c) below] - -
Total 76.70 57.98
a) During the year ended 31 March 2023, the Group had paid `90 million to Bansal Steel & Power Limited for acquisition
of leasehold rights of land. During the current year, the Group has paid the remaining consideration aggregating to
`58 million and registered the land in its name.
b) Bangalore Metro Rail Corporation Limited (BMRCL) has acquired a portion of the freehold land for an agreed compensation
of `15.41 million (including tax deducted at source). On the above land, one of the female legal heirs of the erstwhile
owner of the freehold land has raised an allegation for separate possession of certain portion of the freehold land.
On account of the dispute, the acquisition compensation amount has been deposited by BMRCL in the Court till the
final settlement. During the year ended 31 March 2024, the matter is closed as the Company has received an order
dated 9 September 2023 in its favour.
(c) During the year ended 31 March 2022, the Group had received an intimation of liability u/s 74(5) of CGST Act, 2017
amounting to `9.23 million, with regards to ineligible input tax credit availed against tax invoices issued by M/s V
Accurate Management Services Private Limited during the period July 2017 to December 2018. The Group has been
legally advised that the Group has a good case on merit as it has genuinely availed the services and paid GST to the
vendor. However, as a matter of prudence, the Group had made a provision amounting to `9.23 million (Refer note
21)
As at As at
Particulars
31 March 2024 31 March 2023
Raw materials [refer Note (a) and (b) below] 306.25 165.09
Work-in-progress 210.13 131.62
Finished goods [refer Note (b) below] 148.63 181.51
Stores and spares 6.99 5.92
Tools 47.63 -
Total 719.63 484.14
(a) Including goods in transit as on 31 March 2024 `52.59 million (31 March 2023 : `17.10 million)
(b) The provision for write down of inventories to net realisable value during the year amounted to `195.03 million (31
March 2023 : `192.02 million). The provision estimated by the management for slow moving and obsolete stock
during the year amounted to `143.19 million (31 March 2023 : `59.89 million). The write down, reversal and provision
for slow moving and obsolete stock are included in the costs of materials consumed or changes in inventories of
finished goods and work-in-progress.
10 INVESTMENTS
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Non current
Investment in equity instruments carried at fair value through other comprehensive
income (FVTOCI) - Unquoted
8,00,000 fully paid up equity shares of Surya Urja Two Private Limited [refer Note (a)] 29.65 -
Investment in equity instruments of associate at amortised cost - Unquoted
(31 March 2023: 6,00,000) fully paid up equity shares of Surya Urja Two Private Limited - 6.00
[refer Note (a)]
Investments at amortized cost-Unquoted
Investment in bonds 30.67 30.67
Total 60.32 36.67
Current
Investments designated at fair value through profit or loss (FVTPL)- Unquoted
Investment in mutual funds - Unquoted 238.14 955.13
Investments at amortized cost-Unquoted
Investment in bonds, commercial papers and others 97.96 395.90
Total 336.10 1,351.03
Aggregate value of investments 396.42 1,387.70
Aggregate value of unquoted investments 396.42 1,387.70
As at As at
Particulars
31 March 2024 31 March 2023
Nil units (31 March 2023: 142,039.52 units) - 51.11
in Aditya Birla Sun Life Liquid Fund - Growth - Regular Plan
Nil units (31 March 2023: 11,032.57 units) - 35.17
in DSP Liquidity Fund - Regular Plan - Growth
1,475,718.79 units (31 March 2023: Nil units) 50.62 -
in Kotak Equity Arbitrage Fund - Reg - Growth
Nil units (31 March 2023: 37,893.08 units) - 151.42
in Tata Money Market Fund - Regular Plan - Growth
2,896.47 units (31 March 2023: Nil units) 10.92 -
in Tata Liquid Fund - Regular Plan - Growth
Nil units (31 March 2023: 14,666,150.63 units) - 154.11
in Aditya Birla Sun Life CRISIL IBX AAA - Jun 2023 Index Fund - Regular Growth
2,761.11 units (31 March 2023: 17,172.63 units) 10.34 60.04
in SBI Liquid Fund - Regular Growth
426,284.30 units (31 March 2023: 2,228,040.87 units) 20.53 99.96
in DSP Savings Fund - Regular Plan - Growth
Nil units (31 March 2023: 43,386.85 units) - 52.83
in Axis Money Market Fund - Direct Growth
Nil units (31 March 2023: 6,212,481.38 units) - 80.28
in HDFC Ultra Short Term Fund - Regular Growth
8,000.30 units (31 March 2023: 46,703.26 units) 30.23 164.05
in Nippon India Money Market Fund - Growth
974,679.80 units (31 March 2023: Nil units) 30.20 -
in SBI Arbitrage Opportunities Fund - Regular Plan - Growth
6,395.17 units (31 March 2023: Nil units) 30.04 -
in HDFC Liquid Fund - Reg - Growth
1,027,571.11 units (31 March 2023: Nil units) 30.07 -
in Invesco India Arbitrage Fund - Reg - Growth
Nil units (31 March 2023: 27,913.51 units) 25.19 106.16
in Axis Money Market Fund - Reg - Growth
Aggregate amount of unquoted investment and market value, thereof 238.14 955.13
As at As at
Particulars
31 March 2024 31 March 2023
30 bonds (31 March 2023: 30 units) 30.67 30.67
in HDB Financial Services Ltd, interest @7.75%
5,00,000 units (31 March 2023: Nil units) 48.99 -
in Piramal Enterprises Ltd, interest @8.40%
5,00,000 units (31 March 2023: Nil units) 48.97 -
in Piramal Enterprises Ltd, interest @8.40%
Nil units (31 March 2023: 15,00,000 units) - 146.92
in Piramal Enterprises Ltd, interest @8.40%
Nil units (31 March 2023: 100 units) - 98.98
in Kotak Mahindra Prime Limited, interest @7.40%
Inter corporate deposits in Mahindra & Mahindra Finance, interest @7.55% - 150.00
Aggregate amount of unquoted investment and market value, thereof 128.63 426.57
(a) During the year ended 31 March 2023, the Company has entered into a Power Supply and Offtake Agreement (“PSOA”)
and Share Subscription and Shareholders’ Agreement (“SSSHA”) with Sunsource Energy Private Limited (“SEPL”) and
Suryaurja Two Private Limited (“STPL”) and had acquired 6,00,000 equity shares of STPL at a price of Rs. 10/- each.
During the year ended 31 March 2024, STPL has raised additional equity from other investors, which has resulted
in the reduction of shareholding of the Company below 20%. On 25th September 2023, the Company has entered
into an Amendment to Share Subscription and Shareholders’ Agreement (“ASSSHA”) with Sunsource Energy Private
Limited (“SEPL”) and Suryaurja Two Private Limited (“STPL”) and had acquired 2,00,000 equity shares of STPL at a price
of Rs. 10/- each. Consequently, the Company’s total stake in STPL now stands at 16.33%. As the Company does not
exercise any significant influence, STPL is no longer considered to be an associate of the Company and Investment in
equity instruments Surya Urja is designated as investment carried at fair value through other comprehensive income
(FVTOCI) by the management.
Information about the Group’s exposure to credit and market risks, and fair value measurement is included in note
33 and note 34.
11 TRADE RECEIVABLES
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Trade receivables considered good - Unsecured 1,633.15 910.15
Trade receivables - credit impaired 20.94 4.63
Total Trade receivables 1,654.09 914.78
Less: Loss allowance for financial assets (39.80) (14.52)
1,614.29 900.26
Unbilled receivables 9.81 4.82
Net trade receivables 1,624.10 905.08
(i) The Group’s exposure to credit and currency risks, and loss allowances related to trade receivables is disclosed in
note 34.
(ii) Ageing for trade receivables for each of the category is as follows:
(` In Million)
Particulars Unbilled Outstanding for following periods from due date of payment Total
Not due Less than 6 Months to 1 -2 Years 2 -3 Years More than
6 months 1 Year 3 Years
31 March 2024
i)
Undisputed trade 9.81 1,276.56 335.97 20.42 0.20 - - 1,642.96
receivable -
considered good
ii)
Undisputed trade - - - - - - - -
receivable - which have
significant increase in
credit risk
iii)
Undisputed trade - 1.54 2.29 2.57 14.54 - - 20.94
receivable -
credit impaired
iv)
Disputed trade - - - - - - - -
receivable -
considered good
v)
Disputed trade - - - - - - - -
receivable - which have
significant increase in
credit risk
vi)
Disputed trade - - - - - - - -
receivable -
credit impaired
Total 9.81 1,278.10 338.26 22.99 14.74 - - 1,663.90
(` In Million)
Particulars Outstanding for following periods from due date of payment Total
Unbilled Not due Less than 6 Months to 1 -2 Years 2 -3 Years More than
6 months 1 Year 3 Years
31 March 2023
i) Undisputed trade 4.82 724.58 174.81 10.76 - - - 914.97
receivable -
considered good
ii) Undisputed trade - - - - - - - -
receivable - which have
significant increase in
credit risk
iii)
Undisputed trade - - - - 4.63 - - 4.63
receivable -
credit impaired
iv) Disputed trade - - - - - - - -
receivable -
considered good
v) Disputed trade - - - - - - - -
receivable - which have
significant increase in
credit risk
vi) Disputed trade - - - - - - - -
receivable -
credit impaired
Total 4.82 724.58 174.81 10.76 4.63 - - 919.60
As at As at
Particulars
31 March 2024 31 March 2023
Balances with banks:
- in current accounts 76.92 39.58
- in cash credit account 12.92 22.23
- in Exchange earner's foreign currency accounts 27.67 13.67
- Deposits with original maturity of less than 3 months* 3.42 3.40
Cash on hand 0.30 0.30
Total 121.23 79.18
* Includes deposit amounting to ` 3.42 million which has been transferred by the bank to Depositors Education and Awareness Fund
(RBI guidelines) as per DEAF Act, 2014.
As at As at
Particulars
31 March 2024 31 March 2023
Current
Other bank balances
In deposit accounts (with original maturity of more than 3 months and less than 31.97 217.97
12 months)*
Total 31.97 217.97
*Includes fixed deposit of `15.03 million as on 31 March 2024 (`14.22 million as on 31 March 2023) as restricted bank balances under
lien in favour of ICICI Bank as collateral security against cash credit facility.
*Includes `0.73 million as at 31 March 2024 (`0.69 million as at 31 March 2023), which represents restricted bank balances in favour of
Axis Bank as collateral security against bank guarantee given to Maharashtra Pollution Control Board. The amount of bank guarantee
is `0.50 million (`0.50 million as at 31 March 2023).
*Includes fixed deposit of `10.00 million as on 31 March 2024 (`53.06 million as on 31 March 2023) as restricted bank balances under
lien in favour of Kotak Mahindra Bank as collateral security against overdraft facility.
14 LOANS
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Non-current
Unsecured, considered good
Loan to Supplier 5.50 -
Total 5.50 -
Current
Unsecured, considered good
Loans to employees 5.55 4.28
Loan to vendor 3.60 -
Total 9.15 4.28
As at As at
Particulars
31 March 2024 31 March 2023
Authorised
Equity shares
50,000,000 (31 March 2023: 35,000,000) equity shares of `10 each 500.00 350.00
Total 500.00 350.00
As at As at
Particulars
31 March 2024 31 March 2023
Equity share
31,037,904 (31 March 2023 : 30,437,904) equity shares of `10 each, fully paid up 310.38 304.38
Total 310.38 304.38
(a) Reconciliation of the shares outstanding at the beginning and end of the reporting year
(` In Million)
As at As at
31 March 2024 31 March 2023
Particulars
Number Amount Number Amount
of shares of shares
Equity shares
At the beginning of the year 30,437,904 304.38 30,437,904 304.38
Issued during the year for cash (Refer Note c) 600,000 6.00 - -
At the end of the year 31,037,904 310.38 30,437,904 304.38
(c) During the year ended 31 March 2024, the Board of Directors at their meeting held on 3 May 2023, had approved the
issue of equity shares of 600,000 shares on a preferential basis at an issue price of Rs. 500 (Rupees Five Hundred
Only) per equity share to Mr. K.A. Joseph (“Investor”), Founder, Promoter and Managing Director of the Company.
The same had been approved by the Shareholders in their meeting held on 30 May 2023.
(d) Details of shareholders holding more than 5% shares of a class of shares in the Company: -
(` In Million)
As at As at
31 March 2024 31 March 2023
Particulars
Number % holding Number % holding
of shares in the class of shares in the class
Equity shares of `10 each fully paid up held by:
Evergraph Holdings Pte. Ltd.** ** ** 10,600,370 34.83%
K. A. Joseph* 5,251,244 16.92% 4,651,244 15.28%
Aditya Birla Sun Life Trustee Private Limited 2,213,273 7.13% - -
** During the year ended 31 March 2024, Evergraph Holdings Pte. Ltd sold 9,164,033 equity shares of the Company thereby reducing
its shareholding from 34.83% to less than 5%.
* During the year ended 31 March 2024, Mr. K A Joseph and Evergraph has entered into transaction for the transfer of 9,00,000 shares
from Evergraph to Mr. K A Joseph on 29 February 2024 which got consummate on 4 April 2024.
(e) The Group has neither allotted any shares as fully paid up pursuant to contracts without payments being received
in cash or by way of bonus shares nor bought back any shares for the period of five years immediately preceding 31
March 2024.
As at As at
%
31 March 2024 31 March 2023
Particulars Change in
Number % holding in Number % holding in
the year
of shares the class of shares the class
Equity shares of `10 each fully paid up held by:
Evergraph Holdings Pte. Ltd. ^ ^ 10,600,370 34.83% (34.83%)
K. A. Joseph 5,251,244 16.92% 4,651,244 15.28% 1.64%
^ During the year ended 31 March 2024, Evergraph Holdings Pte. Ltd sold 9,164,033 equity shares of the Company thereby reducing
its shareholding from 34.83% to less than 5%. Accordingly, Evergraph Holdings Pte. Ltd. does not have a significant influence on the
Group as at 31 March 2024.
As at As at
Particulars
31 March 2024 31 March 2023
Securities premium [refer Note (a) below] 331.33 39.41
Retained earnings [refer Note (b) below] 4,764.79 3,916.63
General reserve [refer Note (c) below] 8.85 8.85
Share option outstanding account [refer Note 39 and refer Note (d) below] 86.65 38.83
Other comprehensive income [refer Note (e) below] 3.37 (11.71)
Total 5,194.99 3,992.01
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance 39.41 39.41
Increase during the year* 291.92 -
Closing balance 331.33 39.41
*net of share issue expenses (Refer note 15(c) above)
b) Retained earnings :
Retained earnings are the profits that the Group has earned till 31 March 2024, add/(less) any transfers from/(to)
general reserve, securities premium and debenture redemption reserve, dividends or other distributions paid to
shareholders. Retained earnings includes re-measurement gain/(loss) on defined benefit obligations, net of taxes
that will not be reclassified to Profit and Loss.
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance 3,916.63 3,244.10
Profit for the year 848.16 672.53
Closing balance 4,764.79 3,916.63
During the year ended 31 March 2024, the Board of Director of the Company at its meeting held on 20 May 2024
have proposed a final dividend of `2/- per equity shares for the year ended 31 March 2024, which is subject to the
approval of shareholders at the ensuing Annual General Meeting.
c) General Reserve
This represents appropriation of profit by the Group. General reserve is used from time to time to transfer profits
from retained earnings for appropriation purposes.
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance 8.85 8.85
Movement - -
Closing balance 8.85 8.85
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance 38.83 13.95
Increase during the year [refer Note 39] 47.82 24.88
Closing balance 86.65 38.83
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance (11.70) (5.98)
Increase during the year (1.16) (5.72)
Closing balance (12.86) (11.70)
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance - -
Increase during the year 16.20 -
Closing balance 16.20 -
17 BORROWINGS
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Non current
Secured loans
Term loans (refer Note (a) below) 398.71 -
Vehicle loans (refer Note (b) below) 1.65 -
Total 400.36 -
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Current
Secured loans
Current maturities of long term borrowings
Term loans (refer Note (a) below) 55.37 -
Vehicle loans (refer Note (b) below) 0.51 -
Other secured loans
Working capital demand loan (refer Note (c) below) - 120.00
Cash credit facility (refer Note(d) below) 84.62 -
Unsecured loans
Bill discounting facility from bank (refer Note (e) below) 142.57 83.73
Total 283.07 203.73
(i) ` 130 million from Citi Bank which carried interest rate of 1month treasury bill + 175 basis points per annum
and was payable in 60 monthly installments. The loan was availed on 30 June 2023 has been fully repaid on 30
October 2023. The loan was secured by charge on moveble fixed assets of the Company.
(ii) ` 350 million on 30 June 2023 from Bajaj Finserve which carries interest of 9.5% per annum linked with repo rate
of Reserve Bank of India and payable in 60 monthly installments with 12 months moratorium starting from 1
July 2024. The loan is secured by first paripassu charge on entire movable and immovable property, plant and
equipments of the Company.
(iii) ` 163.5 million from Union Bank of India bifurcated into the following:
` 20 million which carried interest rate of EBLR+1% per annum and repayment term of 72 equal monthly
installments starting from August 2018.
` 7.5 million 7.5% per annum and repayment terms of 36 equal monthly installments starting from June 2021.
` 13.5 million EBLR+0.95% per annum and repayment terms of 57 equal monthly installments starting from
July 2022 and ` 122.5 million EBLR+0.95% per annum and repayment terms of 72 equal monthly installments
starting from February 2023. These term loans are secured by the hypothecation of plant and machinery and
inventory of the subsidiary, Walter Pack.
(b) The subsidiary, Walter Pack has availed vehicle loans from Union Bank of India. The loan is repayable in 60 monthly
installments from 31 August 2022 and carries interest rate at EBLR+0.1% per annum. The loan is secured against the
vehicles purchased out of this loan by the subsidiary, Walter Pack.
(c) The Company has availed woking capital demand loan from Citi Bank which carries interest rate of 1 month treasury
bill + 175 basis points per annum and is payable within 30 days from the date of loan availed.
(d) The subsidiary, Walter Pack has availed cash credit facility from Union Bank of India and it is secured by hypothecation
of stock and book debts and collaterally secured by mortgage of land and building including personal guarantee by
Mr. Roy Mathew (Managing Director, Walter Pack). This facility carries interest rate at EBLR + 0.6% and is repayable
on demand.
(e) The Company has availed bill discounting facility (with recourse) from State Bank of India which carries interest in
the range of 8.22% to 10.48% per annum (31 March 2023: 6.48% to 10.11% per annum) and is payable within 45 days
from the date of discounting of bills. Further, the subsidiary, Walter Pack has availed bill discounting facility with
Kotak Mahindra Bank with sanctioned limit of Rs 190 million. The interest rate charged by Kotak Mahindra Bank is
2% per month and is payable within 90 days from the date of discounting of bills.
(f) The Company has obtained overdraft facility from Kotak Mahindra Bank amounting to `10 million, which carries
interest at MCLR in the range of 8.60% to 8.80% and repayable on demand. As at 31 March 2024, the bank overdraft
balance amounts to Nil (31 March 2023: Nil).
(g) Information about the Company’s exposure to interest rate, foreign currency and liquidity risks is included in Note 34
18 TRADE PAYABLES
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Total outstanding dues of micro enterprises and small enterprises (refer Note (ii) below) 153.72 166.30
Total outstanding dues of creditors other than micro enterprises and small enterprises 462.44 259.03
Total 616.16 425.33
(ii) Disclosure required under Section 22 of Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act, 2006)
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
(a)
The principal amount and the interest due thereon remaining unpaid to any
supplier as at the end of each accounting year:
- Principal 152.04 165.88
- Interest 1.68 0.42
(b)
The amount of interest paid by the buyer in terms of Section 16 of the MSMED - -
Act, 2006 along with the amounts of the payment made to the supplier beyond
the appointed day during each accounting year.
- Principal - -
- Interest - -
(c)
The amount of interest due and payable for the period of delay in making - -
payment (which has been paid but beyond appointed day during the year) but
without adding the interest specified under the MSMED Act, 2006.
(d)
The amount of interest accrued and remaining unpaid at the end of each 1.68 0.42
accounting year.
(e)
T he amount of further interest remaining due and payable even in the -
succeeding years, until such date when the interest dues as above are actually
paid to the small enterprise for the purpose of disallowance as a deductible
expenditure under Section 23 of the MSMED Act, 2006.
The above disclosures are provided by the Group based on the information available with the Group in respect of
the registration status of its vendors / suppliers.
(iii) Ageing for trade payable from the due date of payment for each of the category is as follows:
(` In Million)
Particulars Accrued Outstanding for following periods from due date of payment
expenses Not due Less than 1-2 years 2-3 years More than Total
1 year 3 years
31 March 2024
Micro enterprises and small enterprises - 148.76 4.54 0.42 - - 153.72
Creditors other than micro enterprises 43.75 304.05 113.17 0.26 0.01 1.20 462.44
and small enterprises
Disputed dues of micro enterprises and - - - - - - -
small enterprises
Disputed dues of creditors other than - - - - - - -
micro enterprises and small enterprises
Total 43.75 452.81 117.71 0.68 0.01 1.20 616.16
31 March 2023
Micro enterprises and small enterprises - 165.13 0.75 0.42 - - 166.30
Creditors other than micro enterprises 25.31 188.67 43.40 0.52 - 1.13 259.03
and small enterprises
Disputed dues of micro enterprises and - - - - - - -
small enterprises
Disputed dues of creditors other than - - - - - - -
micro enterprises and small enterprises
Total 25.31 353.80 44.15 0.94 - 1.13 425.33
As at As at
Particulars
31 March 2024 31 March 2023
Non-current
Interest accrued but not due on borrowings 0.03 -
Payable towards acquisition of intellectual property rights 63.59 -
Others 1.97 -
Total 65.59 -
Current
Employee related liabilities 78.97 65.74
Capital creditors 34.29 10.90
Discount payable 91.21 73.25
Deferred consideration (refer Note 42) 64.79 -
Liability towards customer claims 20.78 -
Interest payable 13.79 -
Total 303.83 149.89
Information about the Group’s exposure to interest rate, foreign currency and liquidity risks is included in Note 34.
20 OTHER LIABILITIES
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Current
Statutory liabilities 68.55 79.49
Advance from customers 61.40 11.84
Others 0.06 -
Total 130.01 91.33
21 PROVISIONS
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Current
Provision for employee benefits
Provision for gratuity (refer Note 40) 19.51 7.02
Provision for compensated absence (refer Note 40) 10.32 4.64
Others
Provision for sales return* 11.67 4.98
Provision for goods and service tax 0.95 0.95
Total 42.45 17.59
*This represents provision made for expected sales returns. Revenue is adjusted for the expected value of return and
claims. It is expected to be utilised within 12 months from the end of the year. The provision is based on estimates made
of historical data.
22 LEASES
The Group has recognised right-of-use assets and lease liabilities as below:
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Right of use assets 342.22 128.75
Lease liabilities
Non-current 116.08 73.35
Current 42.63 27.78
When measuring lease liabilities, the Group discounted lease payments using its incremental borrowing rate at date of
commencement of lease. The weighted-average rates considered in the range of 8.30% p.a. to 10.25% p.a. for the year ended
31 March 2024 (8.30% p.a. to 10.00% p.a. for the year ended 31 March 2023).
Right-of-use assets: The movement of the right-of-use asset held by the Group is as follows:
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Opening balance 128.75 191.60
Additions during the year 167.78 -
Acquired through business combination (Refer note 42) 76.29 -
Depreciation charge for the year (30.60) (13.32)
Modifications during the year (refer Note (i) below) - (49.53)
Closing balance 342.22 128.75
The Group has certain warehouse and guest house on lease with contract terms of less than one year. These leases are
classified as short-term. The Group has elected not to recognise right-of-use assets and lease liabilities for these leases.
Lease liabilities
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Balance at the beginning 101.13 168.59
Additions during the year 58.50 -
Acquired through business combination (Refer note 42) 75.51 -
Interest on lease liabilities 14.89 12.11
Payment of lease liabilities (91.32) (18.54)
Lease modifications during the year (refer Note (i) below) - (61.03)
Closing balance 158.71 101.13
Note (i)
During the year ended 31 March 2023, the Group had renewed its lease arrangement with lndo Global Ranjangaon
Infrastructure and Utility Services Private Limited (“lessor’) with modification in certain terms and conditions of the
lease agreement Pursuant to this, the Group has accounted the modification in accordance with Ind AS 116 “Leases” and
remeasured its right to use and lease liability. The profit and loss account impact due the accounting is as below:
(` In Million)
Amount of gain/(loss)
booked in Statement of
Particulars
Profit and Loss for the year
31 March 2023
Lease liability 61.03
Right of use assets (49.53)
Security deposit 2.65
Total 14.15
As at As at
Particulars
31 March 2024 31 March 2023
Lease liabilities - current 42.63 27.78
Lease liabilities - non current 116.08 73.35
Total 158.71 101.13
As at As at
Particulars
31 March 2024 31 March 2023
Interest expense on lease liabilities 14.89 12.11
Depreciation of right-of-use assets 30.60 13.32
Expenses relating to short-term leases included in other expenses 7.03 6.86
Gain on modification of lease contract - (14.15)
Total 52.52 18.14
During the year, for lease including cash outflow of short-term leases and leases of low-value assets, the Group had a
cash outflow of `7.03 million (31 March 2023 `6.86 million).
The table below provides details regarding the undiscounted contractual maturities of lease liabilities as at 31 March 2024.
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Less than one year 45.67 27.78
one to five years 163.21 97.36
more than five years 0.40 0.40
Total 209.28 125.54
(b) Reconciliation of revenue recognised in the statement of profit and loss with the contracted price (Sale of
products)
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Trade receivables (including unbilled revenue) 1,624.10 905.08
Advance from customers (61.40) (11.84)
24 OTHER INCOME
(` In Million)
28 FINANCE COSTS
(` In Million)
30 OTHER EXPENSES
(` In Million)
(` In Million)
31 TAX EXPENSES
(` In Million)
d) Deferred tax
For the year ended 31 March 2024
(` In Million)
(` In Million)
(` In Million)
b) measured at amortised cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its
financial instruments into the three levels prescribed under the Indian Accounting Standard.
The following table shows the carrying amounts of financial assets and financial liabilities as at 31 March 2024:
(` In Million)
(` In Million)
The following table shows the carrying amounts of financial assets and financial liabilities as at 31 March 2023:
(` In Million)
*Investment in equity shares of associate enterprise is not appearing as financial asset in the above table being investment in associates
accounted under Ind AS 28, which is scoped out under Ind AS 109 “Financial Instruments”.
evel 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-
L
the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data
and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2. This includes investment in mutual funds. The fair values of investments
in units of mutual fund are based on the Net Asset Value (NAV) as per the fund statement.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3.
There were no transfers in either directions during the year ended 31 March 2024 and 31 March 2023.
Financial assets:
The Group has not disclosed the fair values for loans, trade receivables, cash and cash equivalents including other bank
balances, investments in bonds, commercial papers and others and other financial assets because their carrying amounts
are a reasonable approximation of their fair value.
Financial liabilities:
Borrowing: It includes term loans, vehicle loans, working capital demand loan, cash credit and bill discounting facilities.
Borrowings are classified and subsequently measured in the consolidated financial statements at amortised cost.
Considering that the interest rate on borrowings is reset on a periodic basis, the carrying amount of the borrowings
would be a reasonable approximation of its fair value.
Trade payables and other financial liabilities: Fair values of trade payables and other financials liabilities are measured
at balance sheet date value, as most of them are satisfied within a short period and so their fair values are assumed almost
equal to balance sheet date values.
Deferred consideration:
Discounted cash flow- The valuation model considers the present value of expected future payments discounted at risk
adjusted discount rate.
Risk management
The Group’s Board of Directors have overall responsibility for the establishment and oversight of the Group’s risk
management framework. The Group’s risk management policies are established to identify and analyze the risks faced
by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group,
through its training and management standards and procedures, aims to maintain a disciplined and constructive control
environment in which all employees understand their roles and responsibilities.
The Board of Directors has established the risk management committee, which is responsible for developing and monitor
the Group’s risk management policies. The committee reports regularly to the board of directors on its activities.
The Group’s risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training
and management standards and procedure, aims to maintain a disciplined and constructive control environment in which
all employees understand their roles and obligations.
The Group’s Risk Management Committee along with Audit Committee overseas how management monitors compliance
with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework
in relation to the risks faced by the Group. The Risk Management Committee and Audit Committee is assisted in its oversite
role by the internal auditor.
Expected credit loss assessment for trade receivables as at 31 March 2024 and 31 March 2023 is as follows:
The Group establishes an allowance for credit loss that represents its estimate of expected losses in respect of trade
and other receivables based on past and the recent collection trend. The maximum exposure to credit risk as at
reporting date is primarily from trade receivables as at 31 March 2024 amounting to `1,624.10 million ( 31 March
2023 ` 905.08). The movement in allowance for credit loss in respect of trade and other receivables during the year
was as follows.
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Balance as at the beginning of the year 14.52 2.65
Assumed in business combination 2.83 -
Net measurement of loss allowance 22.45 11.87
Balance as at the end of the year 39.80 14.52
The following table provides information about the exposure to credit risk and expected credit loss for
trade receivables:
(` In Million)
(` In Million)
In addition, the Group’s liquidity management policy involves projecting cash flows and considering the level of liquid
assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory
requirements and maintaining debt financing plans.
The Group invests its surplus funds in bank fixed deposit and liquid and liquid plus schemes of mutual funds, which carry
no/low mark to market risks.
The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2024
and 31 March 2023. The amounts are gross and undiscounted contractual cash flow includes contractual interest payment
and excludes netting arrangements:
As at 31 March 2024
(` In Million)
As at 31 March 2023
(` In Million)
A) Currency risk
The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales
and purchases are denominated and the respective functional currency of the Group. The functional currency of the
Group is primarily INR. The currencies in which these transactions are primarily denominated are USD, EUR, JPY etc.
Management monitors the movement in foreign currency and the Group’s exposure in each of the foreign currency.
Based on the analysis and study of movement in foreign currency, the Group decides to exchange its foreign currency.
(` In Million)
Sensitivity analysis
A reasonably possible strengthening (weakening) of the USD and EURO against INR at 31 March 2024 and 31 March
2023 would have affected the measurement of financial instruments denominated in foreign currency and affected
equity and profit and loss by the amounts shown below. This analysis assumes that all other variables, in particular
interest rates, remain constant.
(` in million)
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Variable rate borrowings 493.38 203.73
Sensitivity analysis
(` in million)
35 CAPITAL MANAGEMENT
The Group’s policy is to maintain stable and strong capital base structure with a focus on total equity so as to maintain
investor, creditor and market confidence and to sustain future development and growth of the business. The Group
monitors the return on capital as well as the level of dividends on its equity shares. The Group’s objective when managing
capital is to maintain an optimal structure so as to maximize shareholder value and safeguard its ability to continue as a
going concern.
The Group monitors capital using a ratio of ‘adjusted net debt’ to equity’. For the purpose of Group’s capital management,
adjusted net debt is defined as borrowings less cash and cash equivalent, bank balance other than cash and cash
equivalents and current investments and total equity includes issued capital and all other equity reserves and excludes
lease liabilities.
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Borrowings 683.43 203.73
Less: Cash and cash equivalents and other bank balances 153.20 297.15
Less: Current investments 336.10 1,351.03
Adjusted net debt 194.13 (1,444.45)
Total equity 5,616.00 4,296.39
Net Debt to Equity Ratio 3.46% -
No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2024
and 31 March 2023.
Entity having a significant influence Evergraph Holdings Pte. Ltd (till 30 September 2023)
Subsidiaries 1) Exotech Plastics Private Limited
2) Walter Pack Automotive Products India Private Limited (w.e.f. 4 July 2023)
Wholly owned subsidiary of Walter Pack Plastoranger Advanced Technologies Private Limited (w.e.f. 3 July 2023)
Automotive Products India Private Limited
Associate Suryaurja Two Private Limited (w.e.f. 13 April 2022 till 23 June 2023)
Key management personnel (KMP) 1. Mr. K.A. Joseph (Managing Director and Shareholder)
2. Mr. Sanjay Thapar (CEO & Executive Director)
3. Mr. Kevin Joseph (Executive Director)
4. Mr. Mahendra Kumar Naredi (Chief Financial Officer).
5. Mr. Thabraz Hushain. W (Company secretary and compliance officer)
6. Mr. Ramesh Jain (Independent director)
7. Veni Thapar (Independent director)
8. Mathias Frenzel (Independent director)
Transaction with the parties in which directors 1. Sanders Consulting Private Limited (Shareholder)
are interested
Relative of key management personnel with 1. Mrs. Daisy Joseph (Wife of Mr. K. A. Joseph)
whom the transactions have taken place 2. Mr. Kevin Joseph (Son of Mr. K.A.Joseph)
3. Ms. Nikita Joseph (Daughter of Mr. K. A. Joseph)
(ii) The following table is the summary of significant transactions with related parties by the Group:
(` In Million)
*As the liability for gratuity and compensated leave absences is provided on an actuarial basis for the group as a whole, the amount
pertaining to the directors are not included above.
The Board of Directors of the Company in its meeting held on 26 July 2023 approved the managerial remuneration of
Mr. Sanjay Thapar, which was in excess of the prescribed limits under section 197 of the Companies Act, 2013. Subsequently,
the Company has also obtained the approval of shareholders in its 18th Annual General Meeting held on 04 September 2023.
(iv) Balance receivable from and payable to related parties as at the balance sheet date:
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Amount required to be spent by the Group during the year 19.35 14.09
Amount approved by the Board during the year 19.35 14.09
Amount spent during the year
- construction / acquisition of any asset 8.31 3.59
- on purpose other than above 10.86 10.50
Shortfall at the end of the year 0.18 -
Amount spent on account of previous year shortfall
- construction / acquisition of any asset - -
- on purpose other than above - -
Total of previous years shortfall - -
Transaction with the related party Nil Nil
Movements in provisions NA NA
Nature of CSR activity Promoting education, Sports, Save drinking
water, Healthcare, Sanitation, Rural
development and Eradicating hunger.
Combating human immunodeficiency virus,
acquired immune deficiency syndrome,
malaria and other diseases.
As at As at
Particulars
31 March 2024 31 March 2023
i) Capital Commitments
Estimated amounts of contracts remaining to executed on capital account and not 9.45 59.48
provided for
ii) Contingent liabilities
Guarantee deposits with banks 5.18 2.72
Income tax [refer Note (b) and (c) below] 18.01 17.11
Claim towards freehold land [refer Note (a) below] - 20.40
(a) The claim has been settled during the year in favour of the Company.
(b) This includes a demand notice for the assessment year 2020-21 for additional tax of `17.11 million from the Income tax
department for the disallowance of non compete fees paid to the commission agents as per termination agreement
which is considered as capital expenditure. The Group has filed an appeal against this order and the appeal is pending
with the commissioner appeals.
(c) This also includes a demand notice for the assessment year 2018-19 for additional tax of `0.9 million from the Income
tax department for the disallowance of Gratuity paid ` 2.45 million and Leave salary paid `0.04 million, due to the
error in disclosure. The Company has filed an appeal against this order and the appeal is pending with the Income
Tax Appellate Tribunal.
39
EMPLOYEE SHARE BASED PAYMENT PLAN
a) Description of share-based payment plan
The ‘SJS Enterprises - Employee Stock Option Plan 2021’ (‘SJS ESOP -2021’) plan was approved by the shareholders
at the extraordinary general meeting held on 14 July 2021 and subsequently by Nomination and remuneration
committee vide their meeting held on 19 July 2021. The Plan entitles the employees (including the employees of
subsidiary) with a right but not an obligation to purchase or subscribe at a future date the shares underlying the
option at a pre-determined price, subject to compliance with vesting conditions; all exercised options shall be settled
as provided under the SJS ESOP-2021 plan. As per the plan, holders of vested options are entitled to purchase one
equity share for every option at an exercise price as mentioned in the ESOP Offer letter.
The equity shares covered under these options vest at various dates over a period ranging from three to five years
from the date of grant based on the length of service completed by the employee from the date of grant. The exercise
period is six months from the respective date of vesting or within thirty days from the resignation of employee
whichever is earlier.
b) The reconciliation of the share options under the share option plan are as follows:
(` In Million)
(a) The weighted average remaining contractual life is 1.78 years (31 March 2023: 2.39 years).
(b) During the year, the Group has granted 2,00,000 ESOPs amounting to ` 9.3 million, under SJS ESOP-2021 to KMP.
c) The fair value per option is measured based on the Black-Scholes option pricing model, which is as below:
d) The fair value per options mentioned above is calculated on the grant date with the following
assumptions:
Fair value of share options granted during the year ended 31 March 2024:
Options were priced using a Black- Scholes method of valuation at grant date. Inputs into the model are stated below:-
Particulars Grant ID
GT15MAY2023 GT26JULY2023 GT07NOV2023
Number of options 9,000 2,00,000 1,00,000
Fair value of the share options (`) 283.84 286.94 381.01
Grant date share price (`) 475.60 609.25 700.45
Exercise price (`) 327.98 500.00 483.32
Risk free interest rate 7.15% 7.08% 7.28%
Dividend yield 0.78% 0.78% 0.78%
Expected volatility 49.21% 44.33% 45.00%
Expected life 4.38 years 4.19 years 4.5 years
Fair value of share options granted during the year ended 31 March 2023:
Options were priced using a Black- Scholes method of valuation at grant date. Inputs into the model are stated below:-
Particulars Grant ID
GT10NOV2022 GT10NOV2022A
Number of options 1,19,000 40,000
Fair value of the share options (`) 267.93 259.68
Grant date share price (`) 470.45 470.45
Exercise price (`) 289.18 324.14
Risk free interest rate 7.15% 7.15%
Dividend yield 0.78% 0.78%
Expected volatility 48.45% 49.21%
Expected life 3.89 years 4.23 years
The expenses towards share based payments incurred during the year is `47.82 million (`24.88 million as on 31 March
2023).
As at As at
Particulars
31 March 2024 31 March 2023
Prepaid gratuity 0.30 -
Total employee benefit assets 0.30 -
Non-current - -
Current 0.30 -
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Provision for compensated absence 10.32 4.64
Provision for gratuity 19.52 7.02
Total employee benefit liabilities 29.84 11.66
Non-current - -
Current 29.84 11.66
These defined benefit plans expose the Group to actuarial risks., such as longevity risk. currency risk, interest rate
risk and market (investment) risk.
A. Funding
Group’s gratuity scheme for employees is administered through trusts. The funding requirements are based on the
gratuity fund’s actuarial measurement framework set out in the funding policies of the plan. The funding is based
on a separate actuarial valuation for funding purposes for which the assumptions may differ from the assumptions
set out in (E). Employees do not contribute to the plan.
As at As at
Particulars
31 March 2024 31 March 2023
Obligation at the beginning of the year 144.86 119.81
Obligations assumed on acquisition 2.74 -
Current service cost 14.54 12.77
Interest cost 10.85 8.32
Benefits paid (3.63) (4.06)
Actuarial losses on obligations recognised in Other Comprehensive Income (OCI) - -
Changes in financial assumption (1.21) (1.67)
Experience adjustment 2.04 (0.52)
Changes in demographic assumption 0.49 10.21
Obligation at the end of the year 170.68 144.86
Reconciliation of present value of the plan assets
Plan assets at the beginning of the year at fair value 137.85 127.36
Plan assets acquired on acquisition 4.44 -
Interest income on plan assets 10.34 9.05
Contributions 5.92 5.15
Mortality charges and taxes (3.21) (0.11)
Benefits paid (3.63) (4.06)
Return on plan assets excluding interest income recognised in OCI (0.25) 0.45
Plan assets at the end of the year at fair value 151.46 137.84
Net defined benefit liability (19.22) (7.02)
D. Plan assets
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Insurance fund 151.46 137.84
Total 151.46 137.84
As at As at
Particulars
31 March 2024 31 March 2023
Rate of return on plan assets 7.35% to 7.56% 6.80% to 7.13%
Discounting rate 7.18% to 7.22% 7.41% to 7.5%
Future salary growth 9% to 11.68% 9% to 12.5%
Attrition rate 14.45% to 25% 15.86% to 16.07%
Mortality Indian Assured Lives
Mortality (2012-
14) Ultimate
Weighted average duration of Defined benefit obligation (in years) 7.75 years to 7.32 years to
13.64 years 8.7 years
Retirement age 58 years 58 years
Notes:
(i) The discount rate is based on the prevailing market yield on Governmental Securities as at the balance sheet
date for the estimate defined obligations.
(ii) The expected return on plan assets is determined considering several applicable factors mainly the composition
of the plan assets held, assessed risk of asset management, historical results of the return on plan assets and
the Group’s policy for plan asset management.
(iii) The estimate of future salary increases considered in actuarial valuation takes in to account inflation, seniority,
promotion and other relevant factors such as supply and demand in the employment market.
(ii) Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
(` In Million)
As at As at
Particulars
31 March 2024 31 March 2023
Projected benefit obligation on Current assumption 166.76 144.87
Impact of change in discount rate by +1% (11.87) (10.23)
Impact of change in discount rate by -1% 13.45 11.59
Impact of change in salary rate by +1% 7.37 6.33
Impact of change in salary rate by -1% (7.46) (6.46)
Impact of change in employee turnover rate by +1% (1.88) (1.78)
Impact of change in employee turnover rate by -1% 2.04 1.93
Impact of change in mortality rate by +10% (0.04) (0.05)
(` In Million)
As at
Particulars
31 March 2024
Year ended:
31 March 2024 15.55
31 March 2025 13.79
31 March 2026 11.14
31 March 2027 11.47
31 March 2028 7.99
After 31 March 2028 110.75
41 SEGMENT INFORMATION
The Group is engaged in the business of manufacturing of decorative aesthetic products primarily for automotive and
consumer appliance industry such as automotive dials, overlays, badges and logos. The Managing Director being the Chief
Operating Decision Maker (CODM) evaluates the Group’s performance and allocates resources based on an analysis of
various performance indicators by industry classes. All operating segments operating results are reviewed regularly by
CODM to make decisions about resources to be allocated to the segments and assess their performance. CODM believes
that these are governed by same set of risks and returns hence, CODM reviews them as one component. Further, the
economic environment in which the Group operates is significantly similar and not subject to materially different risk and
rewards. The revenues, total expenses and net profit as per the Statement of profit and loss represents the revenue, total
expenses and net profit of the sole reportable segment.
A Geographical information
The geographical information analyses the Group’s revenue from external customers and non - current assets of
its single reportable segment by the Group’s country of domicile (i.e. India) and other countries. In presenting the
geographical information, segment revenue has been based on the geographical location of the customer and
segment assets which have been based on the geographical location of the assets.
B Major customer
Following is the breakup of customer individually accounted for more than 10% of the revenue from external
customers during the year ended 31 March 2024.
(` In Million)
42 BUSINESS COMBINATIONS
(a) During the year, the Company has entered into a Share Purchase Agreement on 27 April 2023 (together hereinafter
referred to as the “SPA”) for acquisition of Walter Pack Automotive Products India Private Limited including its wholly
owned subsidiary (hereinafter referred to as “Walter Pack”), Plastoranger Advanced Technologies Private Limited
(hereinafter referred to as “Plastoranger”)(together hereinafter referred to as “Walter Pack group”). Walter Pack
group is engaged in designing and manufacturing of all types of in-mould products and automotive products. The
Company has acquired 3,15,442 equity shares (90.1% of the shareholding of Walter Pack group) and the same was
consummated for a consideration of `2,385.74 million. The acquisition was made to enhance the Group’s product
portfolio, manufacturing capabilities, customer base and cross selling opportunities. The acquisition was with effect
from 4 July 2023 post which Walter Pack and Plastoranger became the subsidiary of the company.
The acquisition of Walter Pack group contributed revenue of `1,209 million and profit before tax of `163.03 million
for the year ended 31 March 2024. If the acquisition had occurred on 01 April 2023, management estimates that the
consolidated revenue for the Group would have been `6,628.21 million and the profit before tax would have been
` 1,170.3 million for the year ended 31 March 2024.
The fair value of net assets acquired on the acquisition date as part of the transaction amounted to Rs. 1,036.28
million. The excess of purchase consideration over the fair value of net assets acquired has been attributed towards
goodwill aggregating to Rs. 1,455.02 million.
The total purchase price has been allocated to the acquired assets and liabilities as follows:
(` In Million)
(` In Million)
* Other intangible assets include customer relationship and non compete agreements.
Goodwill arising on acquisition
(` In Million)
Particulars Amount
Purchase consideration (D) 2,385.74
NCI, based on their proportionate interest in the recognised net assets (E) 105.56
Fair value of identifiable net assets acquired (F) (1,036.28)
Goodwill (G) = (D+E-F) 1,455.02
The aforesaid goodwill comprises value of acquired workforce and is not deductible under Income Tax Act, 1961. The
goodwill on acquisition can be attributable to the expected synergies of operations, cross selling opportunities and
future revenue. None of the trade receivables have been impaired and is expected that its full contractual amount
can be collected.
Purchase consideration
(` In Million)
Particulars Amount
Cash consideration 2,297.52
Deferred consideration (recognised at fair value at the date of acquisition) 88.22
Total 2,385.74
The acquisition related cost of `16.01 million related to the above acquisition have been included in the legal &
professional fees in the Consolidated Statement of Profit and Loss.
Reconciliation of initial cash purchase consideration as disclosed above to the statement of cashflows
(` In Million)
Particulars Amount
Initial cash purchase consideration 2,297.52
Deferred consideration paid till 31 March 2024 28.36
Less: cash and cash equivalents taken over as part of acquisition (51.04)
As per cashflow statement 2,274.84
(b) During the year 31 March , 2023 , the Group has entered into into a Power Supply and Offtake Agreement (“PSOA”)
and Share Subscription and Shareholders’ Agreement (“SSSHA”) with Suryaurja Two Private Limited (‘’STPL”), and
acquired 6,00,000 Equity Shares of STPL for a consideration of `6 million which has made the group owner of 48% of
the equity interest in STPL. STPL is engaged in the business of power generation from renewable sources for captive
consumption. The investment is made in order to qualify as a captive consumer in accordance with The Electricity
Act, 2003.
The following table analyses, in aggregate, the carrying amount and share of profit and OCI of these associates
(` In Million)
43 FINANCIAL RATIOS
(` In Million)
Particulars Numerator Denominator For the year For the year Variance Reason for variances
ended 31 ended 31 (%)
March 2024 March 2023
Current ratio (in Total Total current 2.03 3.43 -40.65% The variance is primarily
times) current assets liabilities on account of acquisition
of Walter Pack through
business combination.
Debt – equity ratio Debt, consisting Total equity 0.15 0.07 111.33% The variance is
(in times) of borrowing and primarily on account of
lease liabilities borrowings assumed
as part of acquisition
of Walter Pack through
business combination.
Debt service Earnings available Debt service 2.75 31.93 -91.38% The variance is
coverage ratio (in for debt service primarily on account of
times)* borrowings assumed
as part of acquisition
of Walter Pack through
business combination.
Return on Equity Net Profits for the Average 15.20% 15.65% -0.45%
(in %) year – Preference total equity
Dividend (if any)
Inventory turnover Cost of goods sold Average 4.73 4.15 14.05%
ratio (in times) inventory
Trade receivables Revenue Average trade 4.96 4.91 1.11%
turnover ratio (in from operations receivables
times)
Trade payables Net credit Average 5.64 5.28 6.74%
turnover ratio (in purchases trade payables
times)
Net capital turnover Revenue Working capital 4.22 1.94 117.86% The variance is on account
ratio (in times) from operations of decrease in working
capital due to acquisition
of Walter Pack through
business combination.
Net profit ratio (in Net profit for Revenue 13.60% 15.53% -1.93%
%) the year from operations
Return on capital Profit before Capital 18.04% 19.93% -1.89%
employed (in %) finance cost employed
and taxes
Return on Realised and Average 23.81% 5.22% 18.59%
investment (in %) unrealised gain invested funds
on investment in mutual funds
Note
Earnings available for debt service = Net Profit after taxes + Non-cash operating expenses + Finance cost + other non
cash adjustments
Debt service = Interest and Lease Payments + Principal repayments
Working capital = Total current assets minus total current liabilities
Capital Employed = Tangible net worth + Total debt + Lease liability + Deferred tax liability
44 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Group to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified
by or on behalf of the Group (Ultimate Beneficiaries).
he Group has not received any fund from any party(s) (Funding Party) with the understanding that the Group shall
T
whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Group (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
ii) The Group does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond
the statutory period.
iii) The Group has not traded or invested in crypto currency or virtual currency during the financial year.
v) The Group doesn’t have any transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as search or survey.
vi) The Group did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013
or Section 560 of Companies Act, 1956.
vii) The Group does not have any investment property during the financial year.
viii) The Group has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related
parties (as defined under Companies Act,2013), during the financial year which are repayable on demand or without
specifying any terms or period of repayment.
ix) The Group has complied with the number of layers prescribed under the companies Act, 2013.
x) The Group has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year.
As per our report of even date attached for and on behalf of Board of Directors of
Umang Banka K A Joseph Sanjay Thapar Mahendra Kumar Naredi Thabraz Hushain. W
Partner Managing Director CEO and Executive Director Chief Financial Officer Company Secretary
Membership number: 223018 DIN: 00784084 DIN: 01029851 PAN: AEWPN9414M PAN: ABVPW4613P
Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru Place: Bengaluru
Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024 Date: 20 May 2024
To consider and if thought fit, to pass with or “ RESOLVED THAT pursuant to the provisions of
without modification(s), the following resolution as Section 148 and other applicable provisions, if any, of
an ORDINARY RESOLUTION: the Companies Act, 2013, read with the Companies
(Audit and Auditors) Rules, 2014, including any statutory
“RESOLVED THAT the Audited Financial Statements modification(s) or re-enactment(s) thereof for the time
(Standalone and Consolidated) of the Company for being in force, and pursuant to the recommendation
the financial year ended 31st March 2024 including of Audit Committee and approval of the Board, the
Balance Sheet, Statement of Profit and Loss Account remuneration payable to M/s PSV & Associates,
and Cash Flow Statement for the year ended as on Bengaluru, Cost Accountants, (Firm Registration Number
that date together with the notes forming part of 000304), appointed by the Board of Directors of the
accounts as audited and reported by the Auditor’s of Company to conduct the audit of the cost records of
the Company and the Directors’ Report, as circulated to the Company for the financial year ending 31st March
the Shareholders/Members be and are hereby approved 2025, amounting to ` 4,00,000 (Rupees Four Lacs Only)
and adopted.” exclusive of Goods and Services Tax & Re-imbursement
of out-of-pocket expenses in connection with the
2. Declaration of Dividend on Ordinary (Equity) Shares: aforesaid audit, be and is hereby ratified.”
this Notice. However, the Body Corporates are entitled Shareholders/Members to final dividend for the financial
to appoint authorized representatives to attend the year ended 31st March 2024, if approved at the AGM.
AGM through VC/OAVM and participate there at and
cast their votes. Register of Members of the Company will remain closed
from Wednesday, 14th August, 2024 to Tuesday, 20 th
8.
Institutional/Corporate Shareholders/Members are August, 2024 (both days inclusive), for the purpose
required to send a scanned copy (in PDF/JPG format) of of determining the name of Shareholders eligible for
certified true copy of the Board resolution/authorization dividend on equity shares, if declared at AGM.
letter authorising their representative to vote through
remote e-voting and attend the AGM through VC/OAVM. The dividend of ` 2 (20%) per equity share of ` 10 each,
The said certified true copy of the Board resolution/ if declared at the AGM, will be paid subject to deduction
authorization letter should be sent to the Scrutinizer of tax at source (‘TDS’) within a period of 30 days from
by email through their respective registered email the date of approval at the meeting, as under:
addresses to the Scrutinizer at ananta.deshpande@
csdco.in with a copy marked to compliance@sjsindia. a) To all beneficial Owners as at the end of the
com and enotices@linkintime.co.in. day on Tuesday, 13th August, 2024, as per the
list of beneficial owners to be furnished by the
9. In line with the MCA Circular No. 17/2020 dated 13th April National Securities Depository Limited and Central
2020, the Notice calling the AGM has been uploaded on Depository Services (India) Limited in respect of the
the website of the Company at www.sjsindia.com. The shares held in electronic form; and
Notice can also be accessed from the websites of the
Stock Exchanges i.e. BSE Limited (“BSE”) and National
b) whose names appear as Members in the Register
Stock Exchange of India Limited (“NSE”) at www.bseindia.
of Members of the Company as at the end of the
com and www.nseindia.com respectively. The AGM
business hours on Tuesday, 13th August, 2024
Notice is also disseminated on the website of LIIPL at
after giving effect to valid request(s) received for
https://instavote.linkintime.co.in.
transmission/transposition of shares.
10. In compliance with the aforesaid MCA Circulars, Notice
SEBI vide its circular dated 03rd November 2021
of the AGM and Annual Report as well as the weblink for
(subsequently amended by circulars dated 14th December
joining the meeting is being sent only through electronic
2021, 16th March 2023 and 17th November 2023 has
mode to those Shareholders/Members whose email
mandated that with effect from 01st April 2024 dividend
addresses are registered with the Company.
to shareholders holding shares in physical form shall be
11. The Register of Directors and Key Managerial Personnel paid only through electronic mode. Such payment shall
and their shareholding maintained under Section 170 of be made only if the folio is KYC complaint i.e. the details
the Companies Act, 2013, the Register of Contracts or of PAN, choice of nomination, contact details, mobile
arrangements in which the directors are interested under no. complete bank details and specimen signatures
Section 189 of the Companies Act, 2013 and a Certificate are registered
from the Secretarial Auditor of the Company as required
under Regulation 13 of the SEBI (Share Based Employee In case of non-updation of PAN or Choice of Nomination
Benefits & Sweat Equity) Regulations, 2021 regarding or Contact Details or Mobile Number or Bank Account
compliance with the same will be available electronically Details or Specimen Signature in respect of physical
for inspection by the Shareholders/Members, without folios, dividend/interest etc. shall be paid upon furnishing
any fee, from the date of circulation of this Notice up all the aforesaid details in entirety.
to the date of AGM. The Shareholders/Members can
inspect the same up to the date of AGM, by sending an 13. To receive the dividend on time, Members holding shares
e-mail to the Company at compliance@sjsindia.com. in physical form should be KYC complaint and receive
the dividends directly in their bank accounts through
12. Company has fixed Tuesday, 13th August 2024 as the Electronic Clearing Service or any other means. Members
‘Record Date’ for determining the entitlement of are requested to send the following documents to our
RTA – Link Intime India Private Limited, so as to reach the Resident Individual Shareholder with PAN who is not
RTA before the record date i.e. 13th August 2024. liable to pay income tax can submit a yearly declaration
in Form no 15 G/ 15 H to avail the benefit of non-
a. Form No. ISR-1 duly filled and signed by the holders deduction of tax at source by uploading the forms on
stating their name, folio number, complete address https://liiplweb.linkintime.co.in/formsreg/submission-
with pin code, and the following details relating of-form-15g-15h.html by 05th August, 2024 (up to 7.00
to the bank account in which the dividend is to p.m.) to enable the Company to determine the
be received: appropriate TDS/withholding tax rate applicable,
I. Name of Bank and Bank Branch; verify the documents and provide exemption. For
detailed procedure on Tax Deduction, please refer the
II. Bank Account Number & Type allotted by communication mail sent to the shareholders on 08th
your bank after implementation of Core
July 2024.
Banking Solutions;
III. 11digit IFSC Code; and Shareholders/Members are requested to note that if the
PAN is not correct/ invalid/inoperative or have not filed
IV. 9-digit MICR Code.
their income tax returns, then tax will be deducted at
b.
Original copy of cheque bearing the name of higher rates prescribed under Sections 206AA or 206AB
the Member or first holder, in case shares are of the Income-tax Act, as applicable and in case of invalid
held jointly; PAN, they will not be able to get credit of TDS from the
c. Self-attested copy of the PAN Card of all holders; and Income Tax Department.
d.
Self-attested copy of any document (such as
Non-resident shareholders [including Foreign
AADHAR Card, Driving License, Election Identity Institutional Investors (FIIs)/Foreign Portfolio Investors
Card, Passport) in support of the address of the (FPIs)] can avail beneficial rates under tax treaty between
Member as registered with the Company. India and their country of tax residence, subject to
e. Form ISR2 duly filled signed. The signature of providing the following necessary documents:
holders should be attested by the Bank Manager
i. Self-attested copy of the PAN card allotted by the
f. Form SH 13 – Nomination form or ISR3 – to opt out Indian Income Tax authorities.
from Nomination
ii. Self-attested copy of Tax Residency Certificate (TRC)
The above Investor Service Request Forms (ISR) are for the period April 1, 2024 to March 31, 2025 which
available at RTA’s website at https://www.linkintime.co.in is to be obtained from the tax authorities of the
Resources Downloads KYC Formats country of which the shareholder is a resident.
for KYC
iii. Form 10F filed on the Indian Income-tax
14. According to the Finance Act, 2020, dividend income will e-filing portal.
be taxable in the hands of the Shareholders w.e.f. April
iv. Self-declaration by shareholder having no taxable
01, 2020, and the Company is required to deduct tax at
presence, fixed base or permanent establishment
source (TDS) from the dividend paid to the Members at
in India in accordance with applicable Tax
prescribed rates in the Income Tax Act 1961 (‘the IT Act’).
In general, to enable compliance with TDS requirements, Treaty and Beneficial Ownership by the non-
Members are requested to complete and/or update resident shareholder.
their Residential Status, valid PAN linked to Aadhar,
For this purpose, the shareholder may submit a copy of
and Category as per the IT Act with their Depository
Form 10F (along with other documents as mentioned
Participants (‘DPs’) or in case shares are held in physical
above) (PDF/JPG Format) by uploading same at https://
form, with the Company
liiplweb.linkintime.co.in/formsreg/submission-of-form-
15g-15h.html and e-mail to compliance@sjsindia.com by
on or before 05th August, 2024 (up to 7.00 p.m.).
For detailed procedure on Tax Deduction, please refer remote e-voting process and voting through electronic
the communication mail sent to the shareholders on 08th voting system at the AGM in a fair and transparent manner.
July 2024.
19. Process for registration of e-mail ID for obtaining Annual
The above Investor Service Request Forms (Form Report in electronic mode and User ID / password for
no 15G/15H/10F) are available at RTA’s website at E-voting is annexed to this Notice.
https://www.linkintime.co.in Resources
20. All documents referred to in the Notice will be open
Downloads KYC #Form15G/15H/10F.
for inspection through electronic mode. Shareholders/
15.
Shareholders/Members are requested to note that Members can inspect the same up to the date of AGM,
dividends, if not encashed for a consecutive period of 7 by sending an e-mail to the Company at compliance@
years from the date of transfer to the Unpaid Dividend sjsindia.com.
Account of the Company, are liable to be transferred
to the Investor Education and Protection Fund (“IEPF”). 21. Shareholders/Members holding shares as on cut-off
Further, the shares in respect of such unclaimed dividends date, i.e., Tuesday, 13th August, 2024, may cast their votes
are also liable to be transferred to the Demat account of electronically. A Shareholder/Member will not be allowed
the IEPF Authority. In view of this, members/claimants to vote again on any resolution on which his/her vote has
are requested to claim their dividends from the Company already been cast. The voting rights of Shareholders/
within the stipulated timeline Members shall be proportionate to their share of the
paid-up equity share capital of the Company as on the
16. Shareholders/Members holding shares in electronic
cut-off date. A person who is not a Shareholder/Member
form may please note that their bank details as furnished
as on the cut-off date is requested to treat this Notice
by the respective Depositories to the Company will
be considered for remittance of dividends as per the for information purposes only.
applicable regulations of the Depositories and the
22.
Shareholders/Members who have acquired shares
Company will not entertain any direct request from
after the dispatch of this Notice and before the cut-off
such Members for change/ addition/deletion in such
date may approach the Company/ LIIPL for issuance
bank details. Accordingly, the Members holding shares
in Demat form are requested to update their Electronic of User ID and Password for exercising their votes by
Bank Mandate with their respective DPs. Further, please electronic means.
note that instructions, if any, already given by Members
23. SEBI vide its Circular dated January 25, 2022 has
in respect of shares held in physical form, will not be
mandated that all requests for transfer of securities
automatically applied to the dividend paid on shares
including transmission and transposition requests shall
held in electronic form.
be processed only in dematerialized form. In view of
17. Pursuant to Section 152 of the Companies Act, 2013, the above, members holding shares in physical form
Mr. Kevin K Joseph (DIN: 09206689), retires by rotation are advised to dematerialize the shares with their
at this AGM and being eligible, offers himself for re- Depository Participant.
appointment. The Board of Directors of the Company
recommends his re-appointment. Details of the Director 24. Since the AGM will be held through VC/OAVM, the Route
proposed to be re-appointed as required in terms of Map is not annexed to this Notice.
SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and Secretarial Standards on General VOTING RESULTS:
Meetings (SS - 2) issued by The Institute of Company 1. The Scrutinizer shall, after the conclusion of the AGM,
Secretaries of India, is provided as “Annexure - A”.
electronically submit the Consolidated Scrutinizer’s
18. Pursuant to Rule 22(5) of the Companies (Management Report (i.e. votes cast through Remote e-voting and
and Administration) Rules, 2014, the Board of Directors of e-voting during AGM) of the total votes cast in favour or
the Company have appointed Mr. Ananta R Deshpande against the resolution and invalid votes, to the Chairman
(Membership No. FCS 11869; CP No. 20322), Company of the AGM or to any other person authorised by the
Secretary in Practice, as a Scrutinizer to scrutinize the Chairman of the Company.
2. Based on the Scrutinizer’s Report, the result will be attend the meeting but shall not be entitled to cast their
declared within two working days of the conclusion of votes again at the AGM.
the AGM and the details of result along with Scrutinizer’s
Report will be placed on the website of the Company at iv.
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/
www.sjsindia.com and on the website of LIIPL at https:// CIR/P/2020/242 dated 09 th December 2020, under
instavote.linkintime.co.in and the same will also be Regulation 44 of SEBI (Listing Obligations and Disclosure
communicated to BSE and NSE. Requirements) Regulations, 2015, listed entities are
required to provide remote e-voting facility to its
THE INSTRUCTIONS FOR SHAREHOLDERS/MEMBERS FOR Shareholders/Members, in respect of all Shareholders’/
REMOTE E-VOTING AND E-VOTING DURING AGM AND Members’ resolutions. However, it has been observed
JOINING MEETING THROUGH VC/OAVM ARE AS UNDER: that the participation by the public non-institutional
i. In compliance with the provisions of Section 108 of the Shareholders/Members, retail Shareholders/ Members is
Companies Act, 2013 and Rule 20 of the Companies at a negligible level. Currently, there are multiple e-voting
(Management and Administration) Rules, 2014 and service providers (ESPs) providing e-voting facility to
Regulation 44 of the SEBI (Listing Obligations & listed entities in India. This necessitates registration on
Disclosure Requirements) Regulations, 2015, the various ESPs and maintenance of multiple user IDs and
Company provides to the Shareholders/Members the passwords by the Shareholders/Members. In order to
facility of exercising their right to cast vote(s) at the increase the efficiency of the voting process, pursuant
AGM by electronic means and the businesses may be to a public consultation, it has been decided to enable
transacted through e-voting services. e-voting to all the demat account holders, by way of a
single login credential, through their demat accounts/
ii. The voting period begins on Saturday, 17th August websites of Depositories/ Depository Participants.
2024 at 9.00 am IST and ends on Monday, 19th August Demat account holders would be able to cast their vote
2024 at 5.00 pm IST. During this period, Shareholders/ without having to register again with the ESPs, thereby,
Members of the Company, holding shares either in not only facilitating seamless authentication but also
physical form or in dematerialized form, as on the cut- enhancing ease and convenience of participating in
off date i.e. Tuesday, 13th August 2024 may cast their vote e-voting process.
electronically. The e-voting module shall be disabled by
LIIPL for voting thereafter. v.
In terms of SEBI circular no. SEBI/HO/CFD/CMD/
CIR/P/2020/242 dated 09th December 2020, on e-Voting
iii. The facility for electronic voting system, shall also be facility provided by Listed Companies, Individual
made available at the AGM. The Shareholders/Members Shareholders/Members holding securities in demat
attending the AGM, who have not cast their votes mode are allowed to vote through their demat
through remote e-voting and are otherwise not barred
account maintained with Depositories and Depository
from doing so, shall be able to exercise their voting
Participants. Shareholders/Members are advised to
rights at the AGM. The Shareholders/Members who have
update their mobile number and email Id in their demat
already casted their votes through remote e-voting may
accounts in order to access e-Voting facility.
Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual
Shareholders/Members holding securities in Demat mode is given below:
Shareholders/Members will be able to attend the AGM through VC/OAVM through InstaMeet provided by LIIPL.
• Click on ‘Login’ under ‘SHARE HOLDER’ tab In case shareholders is having valid email address,
and further Click ‘forgot password?’ Password will be sent to his / her registered e-mail
address. Shareholders can set the password of his/
• Enter User ID, select Mode and Enter Image her choice by providing the information about the
Verification code (CAPTCHA). Click on particulars of the Security Question and Answer,
“SUBMIT”. PAN, DOB/DOI, Bank Account Number (last four
digits) etc. as mentioned above. The password
In case a Shareholders/Members is having valid should contain a minimum of 8 characters, at
email address, Password will be sent to his / her least one special character (@!#$&*), at least one
numeral, at least one alphabet and at least one Mobile • Enter your mobile number
capital letter. No. and
• Enter your e-mail ID, as recorded with
Email ID
your DP/ Company.
Individual Shareholders/Members holding
securities in demat mode with NSDL/ CDSL has 3. Click “Go to Meeting” (You are now registered
forgotten the password: for InstaMeet and your attendance is marked
Shareholders/Members who are unable to retrieve for the meeting).
User ID/ Password are advised to use Forget
User ID and Forget Password option available 4. Please refer the instructions for the software
at abovementioned depository/ depository requirements given in point ‘E’ below and
participant’s website. kindly ensure to install the same on the device
which would be used to attend the meeting.
• It is strongly recommended not to share your Please read the instructions carefully and
password with any other person and take participate in the meeting. You may also call
utmost care to keep your password confidential. upon the InstaMeet Support Desk for any
support on the dedicated number provided
• For Shareholders/Members holding shares to you in the instruction/ InstaMEET website.
in physical form, the details can be used only
for voting on the resolutions contained in C.
INSTRUCTIONS FOR SHAREHOLDERS/
this Notice. MEMBERS TO SPEAK DURING THE AGM
THROUGH INSTAMEET:
• During the voting period, Shareholders/
1. Shareholders/Members who would like to
Members can login any number of times till
express their views/ask questions during the
they have voted on the resolution(s) for a
AGM may register themselves as a speaker by
particular “Event”.
sending their request atleast 3 days before the
AGM mentioning their name, demat account
B.
PROCESS AND MANNER FOR ATTENDING
number/folio number, e-mail ID, mobile
THE ANNUAL GENERAL MEETING (“AGM”)
number at compliance@sjsindia.com.
THROUGH INSTAMEET:
1. Open the internet browser and launch the URL: 2. Shareholders/Members will get confirmation
https://instameet.linkintime.co.in & Click on on first-come-first-serve basis depending on
“Login”. the availability of time at the AGM.
2. Select the “Company” and “Event Date” and 3. Shareholders/Members will receive “speaking
register with your following details:- serial number” once they mark attendance for
Demat • S hareholders/Members holding shares the meeting.
Account in CDSL: 16 Digit Beneficiary ID;
No. or 4.
Shareholders/Members are requested to
• S hareholders/Members holding shares
Folio
No.
in NSDL: 8 Character DP ID followed by remember speaking serial number and start
8 Digit Client ID; and your conversation only when moderator of
• S hareholders/Members holding the meeting/ management will announce the
shares in physical form: Folio Number
name and serial number for speaking.
registered with the Company
PAN • E nter your 10-digit Permanent Account
Number (PAN) 5. The Shareholders/Members who do not wish
to speak during the AGM but have queries
• S hareholders/Members who have not
updated their PAN with the Depository may send their queries in advance 3 (three)
Participant (DP)/ Company shall use days prior to the AGM mentioning their name,
the sequence number provided to you, demat account number/folio number, e-mail ID,
if applicable.
mobile number at compliance@sjsindia.com.
The Company will give response to the queries N ote: Shareholders/Members, who will
suitably by email. be present in the AGM through InstaMeet
facility and have not casted their vote on the
Shareholders/Members may note that the Resolutions through Remote e-voting and
Company reserves the right to restrict the are otherwise not barred from doing so, shall
number of questions and number of speakers be eligible to vote through e-Voting facility
during the AGM, depending upon availability during the meeting. Shareholders/Members
of time and for conducting the proceedings of
who have voted through Remote e-voting
the meeting smoothly. However, the Company
prior to the AGM will be eligible to attend/
will suitably respond to the questions which
participate in the AGM through InstaMeet.
have remained unanswered during the
However, they will not be eligible to vote again
meeting, over email.
during the meeting.
D.
INSTRUCTIONS FOR SHAREHOLDERS/
MEMBERS TO VOTE DURING THE AGM 2.
Shareholders/Members are encouraged
THROUGH INSTAMEET: to join the Meeting through Tablets/
Laptops connected through broadband for
1. Once the electronic voting is activated
better experience.
by the scrutinizer/ moderator during the
meeting, Shareholders/Members who have
3. Shareholders/Members are required to use
not exercised their vote through the remote
Internet with a good speed (preferably 2 MBPS
e-Voting can cast the vote as under:
download stream) to avoid any disturbance
Sr. no. Steps during the meeting.
1. On the Shareholders/Members VC page,
click on the link for e-Voting “Cast your 4.
Please note that Shareholders/Members
vote” connecting from Mobile Devices or Tablets
2. Enter your 16 digit Demat Account No. or through Laptops connecting via Mobile
/ Folio No. and OTP (received on the
Hotspot may experience Audio/Visual loss
registered mobile number/ registered
email Id) received during registration for due to fluctuation in their network. It is
InstaMeet and click on ‘Submit’. therefore recommended to use stable Wi-Fi
3. After successful login, you will see or LAN connection to mitigate any kind of
“Resolution Description” and against the aforesaid glitches.
same the option “Favour / Against” for
voting
4. Cast your vote by selecting appropriate
5. In case Shareholders/Members have any
option i.e. “Favour / Against” as desired. queries regarding login/ e-voting, they may
Enter the number of shares (which send an email to instameet@linkintime.co.in
represents no. of votes) as on the cut-off
or contact on: 022-49186175.
date under “Favour/ Against”.
5. After selecting the appropriate option
i.e. Favour/ Against as desired and you E.
INSTRUCTIONS FOR THE SOFTWARE
have decided to vote, click on “Save”. REQUIREMENTS AND OTHER GENERAL
A confirmation box will be displayed. If INSTRUCTIONS:
you wish to confirm your vote, click on
“Confirm”, else to change your vote, click For a smooth experience of viewing the AGM
on “Back” and accordingly modify your proceedings of Link Intime India Pvt. Ltd. InstaMEET,
vote.
shareholders/ members who are registered as
6. Once you confirm your vote on the
resolution, you will not be allowed
speakers for the event are requested to download
to modify or change your vote and install the Webex application in advance by
subsequently. following the instructions as under:
EXPLANATORY STATEMENT PURSUANT TO THE In terms of the provisions of Section 148(3) of the Companies
PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit
2013 ANNEXED TO THE NOTICE OF THE 19TH AGM OF and Auditors) Rules, 2014, the remuneration payable to the
THE COMPANY IN RESPECT OF ITEM NO. 4 OF THE SAID Cost Auditor is required to be ratified by the Shareholders/
NOTICE: Members of the Company.
ITEM NO.4
Accordingly, consent of the Shareholders/Members is sought
Ratification of Cost Auditor’s Remuneration:
to ratify the remuneration payable to the Cost Auditors for
Section 148 of the Companies Act, 2013 read with Rule 14 of the financial year ending 31st March 2025.
the Companies (Audit and Auditors) Rules, 2014 provides for:
The Board recommends the Ordinary Resolution set out at
• appointment of a Cost Accountant in Practice, to Item No. 4 for the approval of the Shareholders/Members.
conduct audit of cost records of a Company, by the
Board of Directors on the recommendation of Audit Interest of directors & key managerial personnel:
Committee; and
None of the Directors or key managerial personnel of the
Company or their relatives is/ are directly or indirectly
• ratification of remuneration payable to him by the
concerned or interested, financially or otherwise, in
Shareholders/Members of the Company.
this resolution.
In terms of the aforesaid provisions, the Board of Directors of
By Order of the Board
the Company at its meeting held on 20 th May 2024, based on
For S.J.S. Enterprises Limited
the recommendation of Audit Committee who has approved
the appointment of M/s. PSV & Associates, Bengaluru, Cost
Thabraz Hushain. W
Accountants (Registration Number: 000304), to conduct the
Company Secretary &
audit of the cost records of the Company for the financial
Place: Bengaluru Compliance Officer
year ending 31st March 2025. The remuneration fixed for
Date: 20/07/2023 Membership No.: A51119
their appointment is ` 4,00,000 (Rupees Four Lacs only) plus
applicable Goods and Services Tax (GST) and reimbursement
of out-of-pocket expenses incurred in connection with the
aforesaid audit.
ANNEXURE-A
Details of Directors seeking appointment/re-appointment at the 19th Annual General Meeting to be held on 20th
May, 2024
[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standards on General Meeting (SS-2)]
Agenda Item No. 3
Name of the Director Kevin K Joseph
Category Executive Director
Director Identification Number (DIN) 09206689
Date of Birth and Age 09/03/1992 & 32 years
Nationality Indian
Residential Address (along with Phone, Fax and Email) No. 514, 1st Cross, 12th Main, 4th Block, Koramangala, Bangalore 560
034, Karnataka, India
Educational/ Professional Qualifications He holds a bachelor’s degree in mechanical engineering from the
Visvesvaraya Technological University, Belgaum
Expertise in specific functional area Automotive Industry
First appointment on the Board of the Company 19th July, 2021
Date of appointment in current designation 19th July, 2021
Terms and Conditions of Appointment Liable to retire by rotation
Remuneration details 30,00,000/- PA
Number of shares held in the Company (including
shareholding as a beneficial owner) as on:
a) 31st March 2024
100
b) 20th May 2024
100
Relationship with other Directors/Manager/Key Mr. Kevin K Joseph is related to Mr. KA Joseph the Managing Director
Managerial Personnel of the Company.
Number of Board Meetings attended during the
I. Financial Year 2022-23 I. 05 out of 05
II. Financial Year 2023-24 II. 08 out of 08
Directorships held in other Companies in India Nil
Directorships held in other Listed Companies in India Nil
Name(s) of other organizations or entities or associations Nil
or Unincorporated entities in which the person has held
the post of Chairman or Managing Director or Director
or Chief Executive Officer or associated with the above
entities in any other capacity. Indicating the activity of
the Company and regulators, if any
Chairmanships/Memberships of the Committees of other Listed and public limited companies as on March 31, 2024:
a. Audit Committee NA
b. Stakeholders’ Relationship Committee NA
c. Nomination and Remuneration Committee NA
d. CSR Committee NA
e. Other Committee(s) NA
Brief Resume of Director He holds a bachelor’s degree in mechanical engineering from
the Visvesvaraya Technological University, Belgaum. Started his
career as a design engineer at Tata Elxsi in the passenger vehicles
segment which shows his technical expertise and familiarity with
automotive design and engineering processes. At SJS, he is driving
manufacturing excellence and product innovation ensuring that
the company remains competitive and stays at the forefront of its
industry. He is also overseeing the day-to-day operations of the
company, which involve managing teams, coordinating different
departments, and ensuring that the company runs efficiently on a
daily basis.
Listed entities from which the person has resigned in Nil
the past three years