Your Directors have pleasure in presenting the Annual Report of the Company on the business and operations of
the Company along with the Audited Financial Statements of the Company for the financial year ended March
31, 2024.
Financial Highlights:
The Financial Results for the year under review are summarized as under:
(Rs. In Thousands)
|
PARTICULARS
|
F.Y. 2023-24
|
F.Y. 2022-23
|
|
Total Income
|
865.64
|
-
|
|
Total Expenditure
|
8,312.76
|
381.46
|
|
Profit/(loss) before tax and Exceptional item
|
(7,447.12)
|
(381.46)
|
|
Less: Exceptional item
|
-
|
-
|
|
Profit before tax
|
(7,447.12)
|
(381.46)
|
|
Less: Current Tax
|
-
|
-
|
|
Less: Deferred tax
|
-
|
-
|
|
Profit (Loss) for the period
|
(7,447.12)
|
(381.46)
|
|
Earnings per share
|
|
|
|
Basic
|
(1.51)
|
(0.07)
|
|
Diluted
|
(1.51)
|
(0.07)
|
For further details, kindly refer to the Financial Statements forming part of this report.
STATE OF COMPANY’S AFFAIRS/ PERFORMANCE
Due to adverse business conditions, the Company has not undertaken any business activity during the year under
review.
The amount of Total Expenditure including professional and other expenses sums out to be Rs. 8,312.76
Thousand. Therefore, the Profit/Loss before and after tax, for the year under review, stood negative at Rs. 7,447.12
Thousand as compared to the loss of Rs. 381.46 Thousand, incurred in the previous Financial Year 2022-2023.
FINANCIAL STATEMENTS
The financial statements have been prepared as per the IND-AS prescribed by the Institute of Chartered
Accountants of India (ICAI).
ANNUAL RETURN
In terms of Section 134 (3)(a) of the Companies Act, 2013 (hereinafter to be referred to as Act) the Annual Return
of the Company as on March 31, 2024, as referred to in sub-section (3) of Section 92 is available on the website
of the Company at https://www.biduplexboard.com/investor-relations/
NUMBER OF MEETINGS OF BOARD
The information in terms of Section 134(3)(b) of the Act is given below: -
Dates for the Board Meetings are well decided in advance and communicated to the Board and the intervening
gap between the meetings was within the period prescribed under the Companies Act, 2013. The agenda and
explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws
applicable to the Company.
During the year, 6 (Six) Board Meetings were held on the following dates:
|
Sr. No
|
Date of Board Meeting
|
No of Directors eligible
to attend the Meeting
|
No of Directors attended
Meetings
|
|
1
|
03/05/2023
|
4
|
4
|
|
2
|
25/05/2023
|
4
|
4
|
|
3
|
10/08/2023
|
4
|
4
|
|
4
|
05/09/2023
|
4
|
4
|
|
5
|
07/11/2023
|
4
|
4
|
|
6
|
05/02/2024
|
4
|
4
|
GENERAL BODY MEETING
During the year under review, the Annual General Meeting of the Company was held on September 30, 2023, for
the Financial Year ended on March 31, 2023.
DIRECTORS’ RESPONSIBILITY STATEMENT: -
As required under Section 134(3)(c) of the Act, your Directors state that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b. the accounting policies have been selected and applied consistently and judgments and estimates made
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. proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the said Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going-concem basis;
e. the proper internal financial controls to be followed by the Company have been laid down and that such
internal financial controls are adequate and were operating effectively; and
f. the proper systems have been devised to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
In terms of Section 134 (3) (ca) of the Companies Act, 2013, there are no frauds reported by auditors under sub¬
section (12) of Section 143 of the Companies Act, 2013, details of which are required to be mentioned in the
Director’s Report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies
Act, 2013 in respect of meeting the criteria of independence provided under Section 149(6) of the said Act. The
Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director
in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion
that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible
to act as Independent Directors.
The Board is of the opinion that the Independent directors of the Company possess requisite qualifications, skills,
experience and expertise and that they hold the highest standards of integrity.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, on the
recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection
and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient
features of the Policy are:
i. It lays down the criteria for determining qualifications, competencies, positive attributes and independence for
appointment of a director (executive/non-executive/independent) of the Company;
ii. To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior
Management/Other Employees of the Company; and
iii. Reviewing and approving corporate goals and objectives relevant to the compensation of the executive
Directors, evaluating their performance in light of those goals and objectives and either as a committee or together
with the other independent Directors (as directed by the Board), determine and approve executive Directors’
compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior
Management compensation and recommending incentive-compensation and equity-based plans that are subject
to approval of the Board.
During the year under review, there has been no change to the Policy. The Nomination and Remuneration Policy
of the Company is available on the website of the Company and can be accessed at the following web link:
https://www.biduplexboard.com/investor-relations/.
AUDITORS REPORT
i. Statutory Audit Report: -
M/S V. R. Bansal & Associates, Chartered Accountants, (FRN 016534N), is being re-appointed as
Statutory Auditors of the Company at the ensuing 30th Annual General Meeting scheduled for Monday,
September 30, 2024, for the Second term of 5 (five) consecutive years from the conclusion of this Annual
General Meeting till the conclusion of the 35th Annual General Meeting. The Auditors’ Report being self¬
explanatory, requires no comments from the Directors. Further, there are no reservations, qualifications,
disclaimers or adverse remarks in the Audit Reports issued by them in respect of the Financial Statements
of the Company for the Financial Year 2023-24.
ii. Secretarial Audit Report: -
M/s Parveen Rastogi & Co., Practicing Company Secretary having CP No. 26582 and Membership No.
F4764 was appointed by the Board of Directors as the Secretarial Auditor of the Company for the financial
year under review pursuant to Section 204 of the Companies Act, 2013. The Company has provided all
assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting
their audit. The Report of Secretarial Auditors for the financial year 2023-24 is annexed as ‘Annexure
A’ and forms part of this report.
The observations of the secretarial auditors in their report are self-explanatory and therefore, the directors
do not have any further comments to offer on the same.
iii. Internal Auditor:-
The internal auditor of the Company is M/s G.M. & Co., Chartered Accountants who was appointed for
the financial year 2023-24 in accordance to Section 138 of the Companies Act, read with Companies
(Accounts) Rules, 2014 and carried out the roles and responsibilities which are as follows:
• Evaluated and provided reasonable assurance that risk management, control, and governance
systems are functioning as intended and will enable the organization’s objectives and goals to be
met.
• Reported risk management issues and internal controls deficiencies identified directly to the audit
committee and provided recommendations for improving the organization’s operations, in terms
of both efficient and effective performance.
• Evaluated information security and associated risk exposures.
• Evaluated regulatory compliance program with consultation from legal counsel.
iv. Cost Audit:-
The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the
Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013
Pursuant to Section 134(3)(g) of the Act, there were no Loans, Guarantees and Investments which covered under
the provisions of Section 186 of the Companies Act, 2013 during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188(1) OF THE COMPANIES ACT, 2013
All related party transactions that were entered by the Company during the financial year 2023-24 were on arm’s
length basis and in ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act,
2013 were not attractive.
Further, there are no materially significant related party transactions during the year under review which may have
a potential conflict with the interest of the Company at large. Thus, the Disclosure in form AOC-2 is not required.
However, the details of all Related Party Transaction have been disclosed in Note 16 of the Financial Statements
of the Company.
RESERVES:
No amount was transferred to the Reserves under the head “Other Equity” in the Balance Sheet during the year
under review.
Further, no amount has been transferred or proposed to be transferred to any other reserves.
DIVIDEND
Considering the financial business and adverse business conditions, your Directors have decided to not to
recommend any amount for declaration of Dividend for the year under review. Hence, information required in
terms of Section 134(3)(k) of the Act is Nil.
The provisions regarding the formulation of Dividend Distribution Policy were not applicable to the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT
There are no material changes or commitments effecting the financial position of the Company happening in
between the end of the Financial Year 2023-24, to which the Financial Statements relate, and the date of this
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as
follows:
(A) CONSERVATION OF ENERGY
|
1.
|
the steps taken or impact on conservation of energy
|
Not applicable as
|
|
2.
|
the steps taken by the company for utilizing alternate sources of
|
the Company has
|
| |
energy
|
not carried out any
|
|
3.
|
the capital investment on energy conservation equipment
|
business activity.
|
(B) TECHNOLOGY ABSORPTION
The Company has not carried out any research and development activities. Accordingly, the information
related to technology absorption is not applicable to your Company.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, the Company neither had any Foreign exchange earnings nor incurred any
Foreign Exchange Expenditure.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY IN TERMS OF SECTION 134(3)(n) OF THE ACT
Pursuant to provisions of the Companies Act, 2013, your Company has formulated and adopted a Risk
Management Policy that covers a formalized Risk Management Structure, along with other aspects of Risk
Management i.e. Credit Risk Management, Operational Risk Management, Market Risk Management and
Enterprise Risk Management. The Risk Management Policy approved by the Board acts as an overarching
statement of intent and establishes the guiding principles by which key risks are managed across the organization.
Directors are overall responsible for identifying, evaluating, and managing all significant risks faced by the
Company.
THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR IN TERMS
OF SECTION 134(3)(o) OF THE ACT: -
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
provisions of Section 135 of the Companies Act, 2013 are not applicable to our Company.
A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF
THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS
BEEN MADE IN TERMS OF SECTION 134(3)(p) OF THE ACT READ OVER WITH RULE 8(4) OF
THE COMPANIES (ACCOUNTS) RULES, 2014: -
Pursuant to the applicable provisions of the Companies Act, 2013, the Board, in consultation with its Nomination
& Remuneration Committee, has put in place a framework containing, inter-alia, the criteria for performance
evaluation of the entire Board of Directors of the Company, its Committees and Individual Directors, including
Independent Directors. Accordingly, the following is the criteria for evaluation: -
a) Criteria for evaluation of the Board of Directors as a whole:
i. The Frequency of Meetings
ii. Quantum of Agenda
iii. Administration of Meetings
iv. Flow and quantity of Information from the Management to the Board
v. Number of Committees and their role.
vi. Overall performance of the Company
vii. Engagement in Corporate Governance, ethics and compliance with the Company’s code of conduct.
b) Criteria for evaluation of the Board Committees:
i. Appropriateness of size and composition
ii. The Frequency of Meetings
iii. Quantum of Agenda
iv. Administration of Meetings
v. Flow and quantity of Information from the Management to the Committee
vi. Role of Committees.
vii. Contribution to the decision-making process of the Board.
c) Criteria for evaluation of the Individual Directors including Independent Directors;
i. Experience and ability to contribute to the decision-making process
ii. Problem solving approach and guidance to the Management
iii. Attendance and Participation in the Meetings
iv. Personal competencies as per Chart given in the Nomination and Remuneration Policy and
contribution to strategy formulation
v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance
vi. The evaluation of independent directors shall be done by the entire board of directors which shall
include: -
(a) Performance of the directors; and
(b) fulfillment of the independence criteria as specified in the Companies Act, 2013 and Listing
Regulations and their independence from the management:
Provided that in the above evaluation, the directors who are subject to evaluation shall not
participate
The performance evaluation of all the Independent Directors shall be done by the entire Board
and while doing so, the Director subject to evaluation shall not participate. On the basis of
performance evaluation done by the Board, it will be determined whether to extend or continue
their term of appointment, whenever their respective term expires.
Moreover, the performance evaluation is also based on the terms as specified by the Nomination
and Remuneration Committee as per the PART D of Schedule II of SEBI (LODR) Regulations,
2015.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AND
THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE
FINANCIAL YEAR UNDER REVIEW
The Company does not have any Subsidiary Company, Associate Company or a Joint Venture. Further, no
company has become or ceased to be the Company’s Subsidiary or Associate during the year under review.
INTERNAL CONTROL SYSTEM & ITS ADEQUACY
There are adequate internal control procedures which commensurate with the size of the Company and nature of
its business for the purchase of inputs, availing of services, fixed assets, for the sale of goods and providing of
services. Full-fledged Internal Audit department carries out pre and post audit of all significant transactions
throughout the year. Based on the Annual Internal Audit program as approved by Audit Committee of Board,
regular internal audits are conducted. The company has also appointed M/s GM & Co., Chartered Accountants,
New Delhi (outsourced) as Internal Auditor before Audit Committee, which reviews and discuss the actions taken
with the Management.
CHANGE IN THE NATURE OF COMPANY’S BUSINESS
There is no change in the nature of Company’s business during the year under review.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR
HAVE RESIGNED DURING THE YEAR
DIRECTORS
The Directors in the Company as on 31.03.2024 are as follows: -
|
Sr. No.
|
DIN
|
Name of Director
|
Designation
|
|
1.
|
00106272
|
Mr. Satya Bhushan Jain
|
Whole Time Director
|
|
2.
|
03031419
|
Mr. Ashish Jain
|
Independent Director
|
|
3.
|
03267887
|
Mr. Sudhanshu Saluja
|
Director
|
|
4.
|
08438613
|
Ms. Vasudha Jain
|
Independent Director
|
o Mr. Sudhanshu Saluja (DIN: 03267887), who was liable to retire by rotation, is being re-appointed as
Director by the Shareholders in the ensuing Annual General Meeting of the Company scheduled for
September 30, 2024. Further, in accordance with the provisions of the Companies Act, 2013 and Articles
of Association of the Company, Mr. Satya Bhushan Jain (DIN: 00106272), Director of the Company retire
by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
The Brief Resume and other details relating to the Director who is proposed to be re-appointed on
retirement by rotation in the ensuing Annual General Meeting of the Company, as required to be disclosed
under Regulation 36 of the SEBI (Listing Obligations and Disclosure Regulations forms part of the Notice
of Annual General Meeting.
KEY MANAGERIAL PERSONNEL (KMP):
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013
as on 31.03.2024 are as follows: -
|
Sr. No.
|
Name of KMP
|
Designation
|
|
1.
|
Mr. Satya Bhushan Jain
|
Whole Time Director
|
|
2.
|
Mr. Sudhanshu Saluja
|
Chief Financial Officer
|
|
3.
|
Ms. Divya Mittal
|
Company Secretary & Compliance Officer
|
There was no change (appointment or cessation) in the office of KMPs during the year under review.
DEPOSITS
The Company has neither accepted nor renewed any deposits during the Financial Year under review in terms of
Chapter V of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
The Company has not received any significant or material orders passed by any Regulatory Authority, Court or
Tribunal which shall impact the going concern status and Company's operations in future. As such, the
information in terms of Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014 is nil.
DISCLOSURE AS TO COST AUDIT AND COST RECORDS
The Company does not fall within the purview of Section 148 of the Companies Act, 2013, and hence, it is not
required to appoint a cost auditor and to maintain any cost records for the financial year 2023-2024 and
accordingly such accounts and records are not maintained by the Company.
DISCLOSURE IN RELATION TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Although the provisions related to the constitution of the Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to our
Company, however it may please be noted that there have been no complaints under this Act during the year under
review.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016
There are no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 in
relation to the Company and therefore, information as required under Rule 8(5)(xi) of the Companies (Accounts)
Rules, 2014 for the year under review is not applicable to our Company.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There was no one time settlement with any Bank or Financial Institution by the Company during the year under
review.
DECLARATIONS ON COMPLIANCE WITH CODE OF CONDUCT BY DIRECTORS AND THE
SENIOR MANAGEMENT PERSONNEL
The Company is committed to conducting its business in accordance with the applicable laws, rules and
regulations and with the highest standards of business ethics. Company’s Code of Ethics is intended to provide
guidance and help in recognizing and dealing with ethical issues, mechanisms to report unethical conduct and to
help foster a culture of honesty and accountability. The Board has adopted a Code of Conduct for Directors, Senior
Management and other Employees of the Company.
The Declaration in terms of Para D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 by the Whole Time Director of the Company stating that members of the Board of Directors
and senior management personnel have affirmed compliance with the code of conduct of board of directors and
senior management is annexed to this report as ‘Annexure B’.
REVIEW OF LEGAL COMPLIANCE REPORTS
During the year, the Board periodically reviewed compliance reports with respect to the various laws applicable
to the Company, as prepared and placed before it by the Management.
SHARE CAPITAL
(A) Authorised Share Capital:
The Authorised Share Capital of the Company as on March 31, 2024, stands at Rs. 1,20,00,000/- (divided
into 1,20,00,000 Equity Shares of Re. 1/- each). During the year, there has been no change in the
Authorized Share Capital of the company.
(B) Issued, Subscribed and Paid -Up Share Capital
The Issued, Subscribed, and Paid-up Share Capital of the Company as on March 31, 2024, stands at Rs.
49,28,500/- (divided into 49,28,500 Equity Shares of Re. 1/ each).
(C) Issue of Shares with Differential Rights
The Company has not issued any shares with Differential Rights during the year under review.
(D) Issue of Sweat Equity Share
The Company has not issued any Sweat Equity shares or Employee Stock Options during the year under
review.
UTILIZATION OF FUNDS
The Company has not raised any funds through issue of any securities during the Financial Year 2023-24.
CORPORATE GOVERNANCE
Your Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dealing with Corporate Governance
conditions, as its equity share capital is less than Rs.10 Crores and Net Worth is not exceeding Rs. 25 Crores, as
on the last day of the previous financial year.
DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE
ACCOUNT
There is no demat suspense account/unclaimed suspense account of the Company because such a requirement
never got necessitated in relation to the shares of the Company. As such, the information in this regard is nil.
DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES
This is not applicable to our Company as the Company has not entered into any type of agreement as specified
under Clause 5A of paragraph A of part A of Schedule III of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 during the Financial Year 2023-24.
BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT
Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not
applicable to the Company because the Company is not among top 1000 listed entities based on market
capitalization as on 31st March, 2023 who are required to submit the Business Responsibility and Sustainability
Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V
to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is presented in a separate section as ‘Annexure C’, forming part of this Report.
PARTICULARS OF REMUNERATION OF DIRECTORS/ KMPs/EMPLOYEES: -
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1), 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are as under:
|
Rule
|
Particulars
|
|
(i)
|
The Ratio of the remuneration of each Director to
the median remuneration of the employees of the
Company for the financial year 2023-24
|
Name of Director
|
Ratio
|
|
Mr. Satya Bhushan Jain
(Whole Time Director)
|
Nil
|
|
Mr. Sudhanshu Saluja
|
Nil
|
|
Mr. Ashish Jain
|
Nil
|
|
Ms. Vasudha Jain
|
Nil
|
|
(ii)
|
The percentage increase in remuneration of each
Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary in the
financial year 2023-24
|
Name of Director/KMP
|
Percentage
Increase
|
|
Mr. Satya Bhushan Jain
(Whole Time Director)
|
Nil
|
|
Mr. Sudhanshu Saluja
|
Nil
|
|
Mr. Ashish Jain
|
Nil
|
|
Ms. Vasudha Jain
|
Nil
|
|
Ms. Divya Mittal
|
Nil
|
|
(iii)
|
The percentage increase in the median
remuneration of employees in the financial year
2023-24.
|
Nil
|
|
(iv)
|
The number of permanent employees on the rolls
of the company.
|
Nil
|
| |
The explanation on the relationship between
average increase in remuneration and Company’s
performance
|
Not Applicable, since there has been no increase
in the Remunerations
|
|
(v)
|
Average percentile increases 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
|
Not Applicable to the Company, as all the
employees are under Managerial cadre.
|
| |
circumstances for increase in the managerial
remuneration
|
|
|
(vi)
|
The key parameters for any variable component
of remuneration availed by the directors.
|
Any variable component of remuneration payable
to the Directors is based on the parameters, as
approved by the Board of Directors, on the basis
of the recommendation of the Nomination &
Remuneration Committee of the Board. The said
parameters are set considering the provisions of
applicable regulations, Nomination (including
Boards’ Diversity), Remuneration and Evaluation
Policy of the Company and the respective
resolution(s) of the Members of the Company, as
applicable
|
|
(vii)
|
The ratio of the remuneration of the highest paid
director to that of the employees who are not
directors but receive remuneration in excess of
the highest paid director during the year
|
During the year under review, there is no
employee in the Company who is not a director
but receives remuneration in excess of the highest
paid director i.e. Whole time Director of the
Company.
|
|
(viii)
|
Affirmation that the remuneration is as per the
remuneration policy of the company
|
It is hereby affirmed that the remuneration is as
per the Nomination and Remuneration Policy of
the Company.
|
|
(ix)
|
The statement containing particulars of
employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
|
The information showing names and other
particulars of employees as per Rule 5(2) and 5(3)
of the aforesaid Rules read with Section 197 (12)
of the Act is given in the table below.
|
Information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid
Rules read with Section 197 (12) of the Act.
Rule 5(2):
|
Statement showing the names of the top ten employees in
|
Not Applicable
|
|
terms of remuneration drawn and the name of every
employee, who-
(i) if employed throughout the financial year, was in receipt
of remuneration for that year which, in the aggregate, was
not less than one crore and two lakh rupees;
(ii) if employed for a part of the financial year, was in
receipt of remuneration for any part of that year, at a rate
which, in the aggregate, was not less than eight lakh and
fifty thousand rupees per month;
(iii) if employed throughout the financial year or part
thereof, was in receipt of remuneration in that year which,
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in the aggregate, or as the case may be, at a rate which, in
the aggregate, is in excess of that drawn by the managing
director or whole-time director or manager and holds by
himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the
company.
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Sr.
No.
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Information
|
Details
|
|
1
|
2
|
3
|
|
1
|
Name of Employee
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Mr. Satya Bhushan
Jain
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Mr. Sudhanshu
Saluja
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Ms. Divya Mittal
|
|
2
|
Designation of the Employee
|
Whole Time Director
|
Chief Financial
Officer
|
Company Secretary
& Compliance
Officer
|
|
3
|
Remuneration Received (Rs.)
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Nil
|
Nil
|
1,64,000
|
|
4
|
Nature of employment,
whether contractual or
otherwise
|
Permanent
|
Permanent
|
Permanent
|
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5
|
Qualifications and experience
of the employee
|
B.Com Graduate
|
B.Com Graduate
|
B. Com, LLB and
Company Secretary
|
|
6
|
Date of commencement of
employment
|
March 13, 1995
|
May 27, 2021
|
May 20, 2019
|
|
7
|
The age of such employee
|
70 Years
|
39 Years
|
40 Years
|
|
8
|
The last employment held by
such employee before joining
the company
|
NA
|
NA
|
Omega Brake
Components Private
Limited
|
|
9
|
The percentage of equity
shares held by the employee in
the company within the
meaning of clause (iii) of Rule
5(2)
|
1.36%
|
0.83%
|
Nil
|
|
10
|
Whether any such employee is
a relative of any director or
manager of the company and
if so, name of such director or
manager:
|
No
|
No
|
No
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COMMITTEES OF BOARD
Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit Committee,
Nomination & Remuneration Committee and Stakeholders Relationship Committee.
AUDIT COMMITTEE
Your Directors wish to inform you that in Compliance with Section 177 of the Companies Act, 2013, an Audit
Committee of the Board is duly constituted. The Audit Committee as on March 31, 2024 comprises of the
following Directors: -
|
Sr. No.
|
Name of the Director
|
Designation
|
|
1.
|
Mr. Ashish Jain
|
Non-Executive Independent Director, Chairman
|
|
2.
|
Ms. Vasudha Jain
|
Non-Executive Independent Director, Member
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3.
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Mr. Sudhanshu Saluja
|
Non-Executive Director, Member
|
Further, all recommendations of Audit Committee were accepted by the Board of Directors.
AUDIT COMMITTEE MEETING
The primary objective of the Committee is to ensure accurate and timely disclosures, with the highest levels of
transparency, integrity and quality of financial reporting. The Committee met four times during the year under
review.
During the financial year 2023-24, Four (4) meetings of the Audit Committee were held, details of the same are
under:
|
Date of Meeting
|
Attendance
|
|
Mr. Ashish Jain
|
Ms. Vasudha Jain
|
Mr. Sudhanshu Saluja
|
|
25/05/2023
|
Yes
|
Yes
|
Yes
|
|
10/08/2023
|
Yes
|
Yes
|
Yes
|
|
07/11/2023
|
Yes
|
Yes
|
Yes
|
|
05/02/2024
|
Yes
|
Yes
|
Yes
|
NOMINATION & REMUNERATION COMMITTEE
In terms of the provisions of Section 178 (1) of the Companies Act, 2013, Nomination & Remuneration Committee
of the Board is duly constituted. As on March 31, 2024 the Committee comprised of the following Directors: -
|
Sr. No.
|
Name of the Director
|
Designation
|
|
1.
|
Mr. Ashish Jain
|
Non-Executive Independent Director, Chairman
|
|
2.
|
Ms. Vasudha Jain
|
Non-Executive Independent Director, Member
|
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3.
|
Mr. Sudhanshu Saluja
|
Non-Executive Director, Member
|
The Nomination and Remuneration Committee shall determine qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key
Managerial Personnel and other employees.
During the financial year 2023-24, the Committee met once. The details of the meetings held and the attendance
there at of the Members of the Nomination and Remuneration Committee are as detailed herein below:
|
Date of Meeting
|
Attendance
|
|
Mr. Ashish Jain
|
Ms. Vasudha Jain
|
Mr. Sudhanshu Saluja
|
|
10/08/2023
|
Yes
|
Yes
|
Yes
|
STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of the provisions of Section 178 (5) of the Companies Act, 2013, the Stakeholders Relationship
Committee of the Board is duly constituted. As on March 31, 2024 the Committee comprised of the following
Directors: -
|
Sr. No.
|
Name of the Director
|
Designation
|
|
1.
|
Mr. Ashish Jain
|
Non-Executive Independent Director, Chairman
|
|
2.
|
Ms. Vasudha Jain
|
Non-Executive Independent Director, Member
|
|
3.
|
Mr. Sudhanshu Saluja
|
Non-Executive Director, Member
|
During the financial year 2023-24, the Committee has met once in the year. The details of the meeting held and
attendance there at of the Members of the Stakeholders’ Relationship Committee are as detailed herein below:
|
Date of Meeting
|
Attendance
|
|
Mr. Ashish Jain
|
Ms. Vasudha Jain
|
Mr. Sudhanshu Saluja
|
|
07/11/2023
|
Yes
|
Yes
|
Yes
|
INDEPENDENT DIRECTORS MEETING
During the year, One Meeting of Independent Director’s was convened and held on January 31, 2024. The
Independent Directors have handed over the proceedings of the meeting to the Whole Time Director of the
Company:
|
Date of Meeting
|
Attendance
|
|
Mr. Ashish Jain
|
Ms. Vasudha Jain
|
|
31/01/2024
|
Yes
|
Yes
|
VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the Company has formulated Whistle Blower Policy to deal with instance of
unethical behavior, actual or suspected fraud or violation of the Company's code of conduct, if any. The details of
the Whistle Blower Policy are posted on the website of the Company.
INDUSTRIAL RELATIONSHIPS: -
Relations between the Management and the employees at all levels have been cordial and the Directors wish to
express their appreciation for the cooperation and dedication of the employees of the Company.
COMPLIANCE WITH LISTING REGULATIONS: -
The equity shares of the company are listed on BSE Limited (BSE). The Company has in place the following
Policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015: -
1. Code for fair disclosure of Unpublished Price Sensitive Information pursuant to Regulation 8(1) of the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
2. Policy on Criteria for determining Materiality of events/information’ under Regulation 30 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The company has already paid listing fees for the Financial Year 2023-24 to BSE Limited. The said Fees for the
Financial Year 2023-24 was paid duly within time.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is following the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and approved by the Central Government under Section 118(10) of the Act.
INSIDER TRADING:
The Board of Directors of the Company have adopted the Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information. The said Code has been posted on the Website of the Company
www.biduplexboard.com. Further, the Board has also adopted the Code of Conduct to regulate, monitor and report
trading by Designated Persons and their Immediate relatives in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The Insider trading Code ofthe company lays down guidelines
and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as
the consequences of violation. The said codes were duly adhered to during the year under review.
DEMATERIALIZATION OF SHARES
The Company’s equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been
facilitated through an arrangement with NSDL. About 18.73 % of the issued shares of the Company are in
dematerialized form as per the latest shareholding pattern of the Company filed for June 2024 quarter. Beetal
Financial & Computer Services Private Limited, New Delhi are acting as the Registrar and Share Transfer Agents
acts as common agency and perform all activities in relation to share transfer facility as maintained by them in
terms of Regulation 7 (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
FINANCIAL STATEMENTS
Annual Report 2023-24 of the Company containing Standalone Balance Sheet, Statement of Profit & Loss, Cash
Flow Statement, other statements and notes thereto, prepared as per the requirements of Schedule III to the
Companies Act, 2013, Directors’ Report (including Management Discussion and Analysis Report) is being sent
via email to all shareholders who have registered their email address(es) with the Depositories/Company. Full
version of the Annual Report 2023-24 is also available for inspection at the Registered office of the Company
during working hours up to the date of ensuing Annual General Meeting (AGM). It shall also be available at the
Company's website www.bjduplexboard.com. on the website of the Stock Exchange i.e. BSE Limited at
www.bseindia.com and on the website of NSDL (agency for providing the Remote e-Voting facility)
https://nsdl.co.in/.
CAUTIONARY STATEMENT
Statements in the Board’s Report and the Management Discussion and Analysis Report describing the Company’s
objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and
regulations. Actual results may differ materially from those expressed in the statement. Important factors that
could influence the Company’s operations include the status of the promoters, change in government regulations,
tax laws, economic developments within the country and other factors such as litigation and arrangement of funds.
ACKNOWLEDGEMENT:
Your directors wish to place on record their gratitude and sincere appreciation for the assistance and cooperation
received from financial institutions, banks, Government authorities, customers, vendors, and members during the
year under review.
Y our directors would like to express a profound sense of appreciation for the commitment shown by the employees
in supporting the Company in its continued robust performance on all fronts.
By order of the Board of Directors
For B J Duplex Boards Limited
Sd/- Sd/-
Sudhanshu Saluja Satya Bhushan Jain
Place: Delhi Director Whole Time Director
Date: September 06, 2024 DIN: 03267887 DIN: 00106272
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