Directors Report of SJ Corporation Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 34th Annual Report on the Audited Statement of Accounts of the SJ Corporation Limited ["Company"] for the Financial Year ended March 31, 2015.

FINANCIAL RESULTS The summarized financial performance of the Company for the FY 2014-15 and FY 2013-14 is given below:

[Amount in Rs.]

Particulars 2014-2015 2013-2014

Gross Income 47,57,15,976 42,90,55,198

Profit Before Tax, Interest and Depreciation 38,51,466 1,16,51,782

Finance Charges 32,83,759 16,30,188

Provision for Depreciation 12,37,130 6,95,936

Net Profit Before Tax (22,803) 1,06,47,776

Provision for Tax 56,485 (22,02,351)

Net Profit After Tax 33,682 84,45,425

Balance of Profit brought forward ,68,16,542 3,93,48,610

Balance available for appropriation 4,68,42,693 4,77,94,035

Proposed Dividend on Equity Shares 4,17,750 8,35,500

Tax on proposed Dividend 83,525 1,41,993

Transfer to General Reserve - -

Surplus carried to Balance Sheet 4,63,41,418 4,68,16,542

REVIEW OF OPERATIONS

During the year under review, the Company has posted total Income of Rs. 47,57,15,976 /- as against Rs. 42,90,55,198 /- for the corresponding previous year.

Further, Net Profit after tax for the year under review was Rs.33,682/- as against Rs. 4,45,425/- for the corresponding previous year.

DIVIDEND AND RESERVES

Your directors have recommended, for consideration of shareholders at the ensuing Annual General Meeting, Dividend of Rs.0.05 (5% of Paid-up Share Capital of the Company) per equity share of face Value of Re.1/- each for the year ended on March 31, 2015. The dividend will be paid in compliance with applicable regulations.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 83,55,000/-, comprising of 83,55,000 shares of Re. 1/- each. During the year under review, the Company has not issued any equity shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company has appointed Mrs. Usha Patel as an Additional Director (Woman Director) on the Board of the Company with effect from 26th February, 2015, whose office is liable to be determined to retire by rotation.

In accordance with the provisions of Section 161 of the Companies Act, 2013, Mrs. Usha Patel shall hold office only upto the date of forthcoming Annual General Meeting. Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a notice from a Member proposing the candidature of Mrs. Usha Patel for the office of Director at the forthcoming Annual General Meeting.

Mr. Deepak Upadhyay, Managing Director of the Company, retires by rotation being eligible; offers himself for reappointment at the forthcoming Annual General Meeting.

Also, Mr. Rupesh Agarwal have been appointed as Company Secretary with effect from 31st March, 2015.

Further Mr. Ashish Satani has been appointed as Chief Financial Officer of the Company in place of Mr. Vipul Vaghasiya, who has tendered his resignation w.e.f 10th August, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month if employed for part of the year.

NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

During the year 07 (Seven) Board Meetings were held during the year ended March, 2015, the dates which are 29th May, 2014, 25th July, 2014, 13th August, 2014, 18th October, 2014, 30th January, 2015, 26th February, 2015 and 31st March, 2015.

Name of the Directors No. of Board Meetings attended

Mr. Sanjay Vallabhbhai Patel 4

Mr. Savjibhai Doongarshibhai Patel 7

Mr. Rajesh Jesinglal Shah 4

Mr. Rajiv Navinchandra Shah 7

Mr. Deepak Bhikhalal Upadhyay 7

Mrs. Usha Savjibhai Patel 2

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.

INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as the Listing Agreement.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered into joint venture with any other company.

STATUTORY AUDITORS' AND AUDITORS' REPORT

The Auditors, M/s Ravi & Dev, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of 2 years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 36th AGM to be held in the year 2017. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. Ravi & Dev LLP that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

Auditors Report as issued by M/s Ravi & Dev, Chartered Accountants, Auditors of the Company is self explanatory and need not call for any explanation by your Board.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure IV to this report.

Explanation under Section 134(3)(f)

(ii) of the Companies Act, 2013:

Re: Appointment of Company Secretary:

The Board of Directors, after extensive search of suitable candidate, was in a position to appoint a Company Secretary in the whole time in employment w.e.f. 31st March 2015

Re: Appointment of Internal Auditor:

The appointment of internal auditor of the Company was made w.e.f. 26th February 2015 due to non availability of candidate as per requirements of the Company.

INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

M/s Ankit Dinesh Bhundari & Co., Chartered Accountants is appointed as the Internal Auditor as required in pursuant to Section 138 of the Companies Act, 2013, w.e.f. 26th February 2015.

COMPOSITION OF AUDIT COMMITTEE

Your Company has formed an Audit Committee as per the Companies Act, 2013 and the listing agreement. All members of the Audit Committee possess strong knowledge of accounting and financial management. The Managing Director, Executive Director and Director (Finance) are regularly invited to attend the Audit Committee meetings.

S.N. Name of Directors Designation Designation in Committee

1 Mr. Rajiv Shah Non Executive Independent Director Chairman

2 Mr. Rajesh Shah Non Executive Independent Director Member

3. Mr.Sanjay Patel Executive Director Member

COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

S.N. Name of Directors Designation Designation in Committee

1 Mr. Savji Patel Non Executive Director Chairman

2 Mr. Rajesh Shah Non Executive Independent

Director Member 3. Mr.Rajiv Shah Non Executive Independent Director Member

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members.

S.N. Name of Directors Designation Remuneration per Month(In Rs.)

1 Mr. Sanjay V. Patel Executive Director 20,000.00

2 Mr. Deepak Upadhyay Managing Director 20,000.00

EMPLOYEES' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.sjcorp.in/ The employees of the Company are made aware of the said policy at the time of joining the Company.

RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the FY 2014-15 and as on 31st March, 2015, there were no outstanding deposits.

LOANS & GUARANTEES

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate.

INSURANCE

The properties/assets of the Company are adequately insured.

RELATED PARTY TRANSACTIONS

During FY 2014-15, the Company entered into certain Related Party Transactions which are in the ordinary course of business and at arm's length basis, with approval of the Audit Committee. The Audit Committee grants omnibus approval for the transactions which are of foreseen and repetitive nature. A detailed summary of Related Party Transactions is placed before the Audit Committee & the Board of Directors for their review every quarter.

There are no materially significant Related Party Transactions executed between the Company and its Promoters, Directors, key Managerial Personnel or other designated persons, that may have a potential conflict with the interest of the Company at large.

Since all Related Party Transactions entered into by the Company were in ordinary course of business and were on an arm's length basis, Form AOC-2 is applicable to the Company as per Annexure III.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company's operations form a part of this Annual Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

The operation of the company is not energy-intensive. However, the Company has taken all the efforts for reduction of energy consumption.

(b) Absorption of Technology:

There was no import of technology during the year.

(c) Foreign Exchange Earnings and Outgo:

C.I.F. Value of Imports: Rs. 42,62,56,661 /-

Foreign Travelling expenses: Rs. 10,01,105 /- F.O.B. Value of Exports: Rs. 47,51,74,695 /-

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As per the provision of Section 125 of the Companies Act, 2013 read with rule 4 of Companies (Declaration and Payment of Dividend) Rules, 2014, Dividend which remain unclaimed for the period of seven years are required to be transferred to the Investor Education Protection Fund administered by the Central Government. The Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 25th September,2014), with the Ministry of Corporate Affairs.

Dates of declaration of dividends since 2009-2010 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government are given in the below table.

Financial Year Date of declaration Amount Remaining Last date for Lastdate for Ended of Dividend unclaimed/ Unpaid claiming unpaid transfer to IEPF as on 31.03.2014 (Rs.) dividend amount (before) 31.03.2010 04.09.2010 0.00 10.10.2017 09.11.2017

31.03.2011 29.09.2011 3287.00 04.11.2018 03.12.2018

31.03.2012 31.08.2012 0.00 07.10.2019 06.11.2019

31.03.2013 30.08.2013 802.00 06.10.2020 05.11.2020

31.03.2014 25.08.2014 0.00 30.10.2021 30.11.2021

Members are requested to note that after completion of seven years, no claims shall lie against the said fund or company for the amounts of dividend so transferred, nor shall any payment be made in respect of such claims.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors

Deepak Upadhyay Sanjay Patel

Place: Mumbai Managing Director Whole-time Director

Date: August 10, 2015 [DIN: 02270389] [DIN: 00842364]

---

Mar 31, 2014

The Members SJ Corporation Limited.

The Directors have pleasure in presenting their 33rd Annual Report together with the Audited Statements of Accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS:

31/03/2014 31/03/2013

(Rs.) (Rs.)

Sales and other income 42,90,55,198 15,95,48,618

Profit before Depreciation 1,13,43,712 64,83,408

Less Depreciation 6,95,936 6,05,741

Profit/(Loss) before tax for the year 1,06,47,776 58,77,667

Less: Provision for Current Taxes 22,00,000 11,00,000

Less: Excess/Short Provisions for earlier 2,351 3,850 years

Profit/(Loss) After Tax & available for 84,45,425 47,73,817 appropriation for the year

OPERATIONS:

During the year under review, the Company has posted Total Income of Rs. 42,90,55,198/- as against Rs. 15,95,48,618/- for the corresponding previous year.

Further, Net Profit after Tax for the year under review was Rs. 84,45,425/- as against Net Profit of Rs. 47,73,817/- in the corresponding previous year.

DIVIDEND:

The Directors are pleased to recommend a dividend @10% i.e. Re.0.10 per equity share for the financial year 2013-2014.

DIRECTORS:

As per the provisions of the Companies Act, 2013, Mr. Savji Patel, Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the ensuing Annual General Meeting.

The Companies Act, 2013 (the Act) provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 1,2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing of ordinary resolution by the shareholders of the company.

Sub-section (1) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The non-executive independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors has been advised that non executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non-executive (independent) directors who will complete their present term at the ensuing AGM of the Company in September 2014, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for the first term of upto five consecutive years upto March 31, 2019. Non-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till the expiry of their term (based on retirement period calculation) and thereafter would be eligible for re-appointment for a fixed term in accordance with the Companies Act, 2013.

Further Mr. Deepak Upadhyay has been re-designated as the Managing Director of the Company upto September 30, 2016 and Mr. Rajiv Shah as the Non-Executive Chairman of the Company upto March 31, 2019.

Further, Mr. Rajesh Shah and Mr. Rajiv Shah were appointed as the Independent Directors of the Company for a term of five consecutive years effective from April 1, 2014 upto March 31, 2019.

Further, Mr. Vipul D. Vaghasiya, was appointed as the Chief Financial Officer [CFO] of the Company, being the Key Managerial Personnel under Section 203 of the Companies Act, 2013.

CONSTITUTION OF COMMITTEES OF THE COMPANY AS PER PROVISIONS OF THE COMPANIES ACT, 2013:

Based on the relevant provisions of the Companies Act, 2013, the Board of Directors of the Company has constituted the following Committees during the financial year under review:

Audit Committee:

Names of Directors Category

Mr. Rajiv Shah Chairman & Non-Executive Independent

Mr. Rajesh Shah Non-Executive Independent

Mr. Sanjay Patel Executive Non Independent

Stakeholders Relationship Committee: Names of Directors Category

Mr. Rajiv Shah Chairman & Non-Executive Independent

Mr. Rajesh Shah Non-Executive Independent

Mr. Deepak Upadhyay Executive Non Independent

Nomination and Remuneration Committee:

Names of Directors Category

Mr. Rajiv Shah Chairman & Non-Executive Independent

Mr. Rajesh Shah Non-Executive Independent

Mr. Sanjay Patel Executive Non Independent

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required pursuant to newly inserted Sec. 217(2AA) of the Companies Act, 1956, the Directors hereby confirmed:

a. that in the preparation of annual accounts for the Financial year 2013-2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis.

AUDITORS'' AND AUDITORS'' REPORT:

M/s RAVI & DEV, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting. The members are requested to appoint auditors and to fix their remuneration.

Auditors Report as issued by M/s RAVI & DEV, Chartered Accountants, Auditors of the Company is self explanatory and need not call for any explanation by your Board.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public pursuant to provisions of Section 58A of the Companies Act, 1956, and rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with the Companies technology absorption and foreign exchange earnings and outgo is as under:

(a) Conservation of Energy:

The operation of the company is not energy-intensive. However, the Company has taken all the efforts for reduction of energy consumption.

(b) Absorption of Technology:

There was no import of technology during the year.

(c) Foreign Exchange Earnings and Outgo:

C.I.F. Value of Imports : Rs. 45,71,86,196/- Foreign Travelling expenses : Rs. 2,83,365/- F.O.B. Value of Exports : Rs. 42,63,92,967/-

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, are not applicable.

PARTICULARS OF EMPLOYEES:

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with

Companies (Particulars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rule, 2011 for the year ended 31st March, 2014 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND (IEPF).

Under the Companies Act, 1956, dividends which remain unclaimed for the period of 7 year are required to be transferred to the Investor Education & Protection Fund (IEPF) administered by the Central Government. Dates of declaration of dividends since 2009-2010 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government are given in the below table.

Financial Date of Amount Remaining Last date for Last date for Year declaration unclaimed/ claiming transfer to Ended of Dividend Unpaid as unpaid IEPF on 31.03.2013 dividend (Rs.) amount (before)

31.3.2009 31.07.2009 0.00 05.09.2016 04.10.2016

31.3.2010 04.09.2010 0.00 10.10.2017 09.11.2017

31.3.2011 29.09.2011 3,287.00 04.11.2018 03.12.2018 31.3.2012 31.08.2012 0.00 07.10.2019 06.11.2019

31.03.2013 30.08.2013 802.00 06.10.2020 05.11.2020

Members are requested to note that after completion of 7 years, no claims shall lie against the said fund or company for the amounts of dividend so transferred, nor shall any payment be made in respect of such claims.

COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 383A of the Companies Act, 1956, certificate from Practicing Company Secretary is given in the Annexure and forms part of this Report.

ACKNOWLEDGEMENTS:

The Board places on record its profound appreciation to the Company''s Shareholders, Bankers, customers and various Government Authorities for the co-operation extended by them to the betterment of the Company.

For and On behalf of the Board of Directors

Place: Mumbai DEEPAK UPADHYAY SANJAY PATEL Date: 13/08/2014 MANAGING DIRECTOR EXECUTIVE DIRECTOR

---

Mar 31, 2013

To , The Members of SJ Corporation Limited.

The Directors have pleasure in presenting their 32nd Annual Report together with the Audited Statements of Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS:

31/03/2013 31/03/2012 (Rs.) (Rs.)

Sales and other income 15,95,48,618 10,15,66,039

Profit before Depreciation 64,83,408 59,63,367

Less Depreciation 6,05,741 4,74,251

Profit/(Loss) before tax for the year 58,77,667 54,89,116

Less: Provision for Current Taxes 11,00,000 11,10,000

Less: Excess/Short Provisions for earlier years 3,850 1,46,339

Profit/(Loss) After Ta x & available for appropriation for the year 47,73,817 42,32,777

OPERATIONS:

During the year under review, the Company has posted Total Income of Rs. 15,95,48,618/- as against Rs. 10,15,66,039/- for the corresponding previous year.

Further, Net Profit after Tax for the year under review was Rs. 47,73,817/- as against Net Profit of Rs. 42,32,777/- in the corresponding previous year.

DIVIDEND:

The Directors are pleased to recommend a dividend @10% i.e. Re.0.10 per equity share for the financial year 2012-2013.

DIRECTORS:

Mr. Savjibhai Patel and Mr. Rajiv Shah retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required pursuant to newly inserted Sec. 217(2AA) of the Companies Act, 1956, the Directors hereby confirmed:

a. that in the preparation of annual accounts for the Financial year 2012-2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis.

AUDITORS'' AND AUDITORS'' REPORT:

M/s RAVI & DEV, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting. The members are requested to appoint auditors and to fix their remuneration. Auditors Report as issued by M/s RAVI & DEV, Chartered Accountants, Auditors of the Company is self explanatory and need not call for any explanation by your Board.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public pursuant to provisions of Section 58A of the Companies Act, 1956, and rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is as under:

(a) Conservation of Energy:

The operation of the company is not energy-intensive. However, the Company has taken all the efforts for reduction of energy consumption.

(b) Absorption of Technology:

There was no import of technology during the year.

(c) Foreign Exchange Earnings and Outgo:

C.I.F. Value of Imports : Rs.14,50,81,432/-

Foreign Travelling expenses : Rs.1,68,632/- F.O.B. Value of Exports : Rs.15,88,27,740/- Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, are not applicable.

PARTICULARS OF EMPLOYEES:

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rule, 2011 for the year ended 31st March, 2013 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND (IEPF).

Under the Companies Act, 1956, dividends which remain unclaimed for the period of 7 year are required to be transferred to the Investor Education & Protection Fund (IEPF) administered by the Central Government. Dates of declaration of dividends since 2008-09 and the corresponding dates when unclaimed dividends are due to be transferred to the Central Government are given in the below table.

Financial Year Date of Amount Remaining Last date Last date

Ended declaration unclaimed/Unpaid for claiming unpaid for transfer

of Dividend as on 31.03.2013 dividend amount to IEPF

(Rs.) (before)

31.3.2009 31.07.2009 0.00 05.09.2016 04.10.2016

31.3.2010 04.09.2010 0.00 10.10.2017 09.11.2017

31.3.2011 29.09.2011 3,287.00 04.11.2018 03.12.2018

31.3.2012 31.08.2012 0.00 07.10.2019 06.11.2019

Members are requested to note that after completion of 7 years, no claims shall lie against the said fund or company for the amounts of dividend so transferred, nor shall any payment be made in respect of such claims.

COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 383A of the Companies Act, 1956, certificate from Practicing Company Secretary is given in the Annexure and forms part of this Report.

ACKNOWLEDGEMENTS:

The Board places on record its profound appreciation to the Company''s Shareholders, Bankers, customers and various Government Authorities for the co-operation extended by them for the betterment of the Company.

For and On behalf of the Board of Directors

Place: Mumbai SANJAY PATEL DEEPAK UPADHYAY

Date: 17/07/2013 EXECUTIVE DIRECTOR EXECUTIVE DIRECTOR

---

Mar 31, 2012

To,The Members of SJ Corporation Limited

The Directors have pleasure in presenting their 31s,Annual Report together with the Audited Statements of Accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS:

31/03/2012 31/03/2011 (Rs.) (Rs.)

Sales and other income 10,15,66,039 7,61,03,894

Profit before Depreciation 59,63,366 42,32,938

Less Depreciation 4,74,251 4,12,464

Profit/(Loss) before tax for the year 54,89,115 38,20,474

Less: Provision for Current Taxes 11,10,000 -

Less: Excess/Short Provisions for earlier years 1,46,339 -

Profit/(Loss) After Tax & available for appropriation for the year 42,32,776 38,20,474

OPERATIONS:

During the year under review, the Company has posted Total Income of Rs.10,15,66,039/- as against Rs.7,61,03,894/- for the corresponding previous year.

Further, Net Profit after Tax for the year under review was Rs.54,89,115/- as against Net Profit of Rs.38,20,474/- in the corresponding previous year.

DIVIDEND:

The Directors are pleased to recommend a dividend @10% i.e. Re.0.10 per equity share for the financial year 2011-2012.

DIRECTORS:

Mr. Rajesh Shah and Mr. Sanjay Patel retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

Mr. Bhavik Patel tendered his resignation from the directorship of the company due to pre-occupation on 18th August, 2011 and Mr. Rajiv N. Shah was appointed as Director of the company to fill in casual vacancy caused by said resignation.

Further, your Board wishes to place on record valuable contribution made by Mr. Bhavik Patel during his tenure as the Director of the Company.

Further, it is proposed to reappoint Mr. Sanjay Patel and Mr. Deepak Upadhyay as Whole time Directors designated as Executive Directors of the Company w.e.f. 18/10/11 for period of 5 years.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required pursuant to newly inserted Sec. 217(2AA) of the Companies Act, 1956, the Directors hereby confirmed:

a. that in the preparation of annual accounts for the Financial year 2011-2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis.

AUDITORS'AND AUDITORS'REPORT:

M/s RAVI & DEV, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting. The members are requested to appoint auditors and to fix their remuneration.

Auditors Report as issued by M/s RAVI & DEV, Chartered Accountants, Auditors of the Company is self explanatory and need not call for any explanation by your Board.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public pursuant to provisions of Section 58A of the Companies Act, 1956, and rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is as under:

(a) Conservation of Energy:

The operation of the company is not energy-intensive. However, the Company has taken all the efforts for reduction of energy consumption.

(b) Absorption of Technology:

There was no import of technology during the year.

(c) Foreign Exchange Earnings and Outgo: C.I.F. Value of Imports : Rs.6,85,24,310/- Foreign Travelling expenses : Rs.51,078/- F.O.B. Value of Exports : Rs. 10,06,91,752/-

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, are ___ not applicable.

PARTICULARS OF EMPLOYEES:

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rule, 2011 for the year ended 31st March, 2012 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 383A of the Companies Act, 1956, certificate from Practicing Company Secretary is given in the Annexure and forms part of this Report.

ACKNOWLEDGEMENTS:

The Board places on record its profound appreciation to the Company's Shareholders, Bankers, customers and various Government Authorities for the co- operation extended by them to the betterment of the Company.

For and On behalf of the Board of Directors

SANJAYPATEL DEEPAK UPADHYAY

EXECUTIVE EXECUTIVE

DIRECTOR DIRECTOR

Place: Mumbai

Date: 19/07/2012

---

Mar 31, 2011

The Members

SJ Corporation Limited.

The Directors have pleasure in presenting their 30th Annual Report together with the Audited Statements of Accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS:

31/03/2011 31/03/2010

(Rs.) (Rs.)

Profit/(Loss) before tax for the year 38,20,474 1,95,37,010

Less: Provision for Current Taxes - -

Profit/(Loss) After Tax for the Year 38,20,474 1,95,37,010

Less: Proposed Dividend 4,17,750 8,00,000

Less: Tax on Dividend 67,769 1,32,870

Add: Profit/(Loss) brought forward 3,49,53,094 1,63,48,954

Profit/(Loss) Carried forward 3,82,88,049 3,49,53,094

OPERATIONS:

During the year under review, the Company has posted Total Income of Rs.762.90 Lacs as against Rs. 2347.48 Lacs for the corresponding previous year.

Further, Net Profit after Ta x for the year under review was Rs.38.20 Lacs as against Net Profit of Rs.195.37Lacs in the corresponding previous year.

DIVIDEND:

The Directors are pleased to recommend a dividend @ 5% i.e. Re.0.05 per equity share for the financial year 2010-2011.

DIRECTORS:

Mr. Rajesh Shah and Mr. Savjibhai Patel retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

Mr. Bhavik Patel tendered his resignation from the directorship of the company due to pre-occupations and other commitments as on 18th August, 2011 and Mr. Rajiv N. Shah was appointed as Director of the company to fill in casual vacancy caused by said resignation.

Further, your Board wishes to place on record valuable contribution made by Mr. Bhavik Patel during his tenure as the Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required pursuant to newly inserted Sec. 217(2AA) of the Companies Act, 1956, the Directors hereby confirmed:

a. that in the preparation of annual accounts for the Financial year 2010-2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis.

AUDITORS' AND AUDITORS' REPORT:

M/s RAVI & DEV, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting. The members are requested to appoint auditors and to fix their remuneration.

Auditors Report as issued by M/s RAVI & DEV, Chartered Accountants, Auditors of the Company is self explanatory and need not calls for any explanation by your Board.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public in contravention of Section 58A of the Companies Act, 1956, and rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is as under:

(a) Conservation of Energy:

The operation of the company is not energy-intensive. However, the Company has taken all the efforts for reduction of energy consumption.

(b) Absorption of Technology:

There was no import of technology during the year.

(c) Foreign Exchange Earnings and Outgo:

C.I.F. Value of Imports : Rs.25041088/-

F.O.B. Value of Exports: Rs.75584655/-

Foreign Expenditure : NIL

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, are not applicable.

PARTICULARS OF EMPLOYEES:

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rule, 2011 for the year ended 31st March, 2011 is not applicable to the Company as none of the employee is drawing remuneration more than the limits presently specified under the said rules.

COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 383A of the Companies Act, 1956, certificate from Practicing Company Secretary is given in the Annexure and forms part of this Report.

ACKNOWLEDGEMENTS:

The Board places on record its profound appreciation to the Company's Shareholders, Bankers, customers and various Government Authorities for the co- operation extended by them to the betterment of the Company.

For and On behalf of the Board of Directors

SANJAY PATEL DEEPAK UPADHYAY

DIRECTOR DIRECTOR

Place: Mumbai

Date: 20/08/2011

---

Mar 31, 2010

The Directors have pleasure in presenting their 29th Annual Report together with the Audited Statements of Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS:

31/03/2010 31/03/2009

(Rs.) (Rs.)

Profit/(Loss) before tax for the year 1,95,37,010 3,53,99,060

Less: Provision for Current Taxes 00 00

Profit/(Loss) After Tax for the Year 1,95,37,010 3,53,99,060

Less: Proposed Dividend 8,00,000 2,00,000

Less: Tax on Dividend 1,32,870 33,990

Add: Profit/(Loss) brought forward 1,63,48,954 (1,88,16,116)

Profit/(Loss) Carried forward 3,49,53,094 1,63,48,954

DIVIDEND:

The Directors are pleased to recommend a dividend @ 10% i.e. Re 0.10 per equity share of Re. 1/- each for the financial year 2009-2010.

OPERATIONS:

During the year under review, the Company has posted Total Income of Rs.2347.48 Lacs as against 2227.95 Lacs and Net Profit after Tax for the year was Rs.195.37 Lacs as against Rs.353.99 Lacs in the corresponding previous year.The fall in profit was mainly due to slacking of demand and also fall in valueof dollar vis-a-vis rupee. The director expects better performance during the year.

During the current year, the Company successfully came out with bonus issue in the ratio 3:1 aggregating to 60,00,000 equity shares of Re.1/- each, which were listed on Bombay Stock Exchange Limited.

DIRECTORS:

Mr. Savjibhai D. Patel was appointed as the Additional Director of the Company w.e.f. 14/01/2010.

Mr. Deepak Upadhyay retires by rotation and being eligible offers himself for reappointment at the forthcoming Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

As required pursuant to newly inserted Sec. 217(2AA) of the Companies Act, 1956, the Directors hereby confirmed:

a. that in the preparation of annual accounts for the Financial year 2009-2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT:

M/s RAVI & DEV, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting. The members are requested to appoint auditors and to fix their remuneration.

Auditors Report as issued by M/s RAVI & DEV, Chartered Accountants, Auditors of the Company is self explanatory and need not calls for any explanation by your Board.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public in contravention of Section 58A of the Companies Act, 1956, and rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in accordance with Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is as under:

(a) Conservation of Energy:

The operation of the company is not energy- intensive. However, the Company has taken all the efforts for reduction of energy consumption.

(b) Absorption of Technology:

tThere was no import of technology during the year.

(c) Foreign Exchange Earnings and Outgo: C.I.F. Value of Imports : Rs.193,326,882 /- F.O.B. Value of Exports : Rs.233,968,175/- Foreign Expenditure : NIL

Considering the nature of the activities carried out by the Company, the other particulars specified in Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, are not applicable.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

COMPLIANCE CERTIFICATE:

In accordance with the provisions of Section 383A of

the Companies Act, 1956, certificate from Practicing Company Secretary is given in the Annexure and forms part of this Report.

ACKNOWLEDGEMENTS:

The Board places on record its profound appreciation to the Companys for the co-operation extended by them.

For and On behalf of the Board of Directors

SANJAY PATEL DEEPAK UPADHYAY

DIRECTOR DIRECTOR

Place: Mumbai

Date: 6th August, 2010