Your Directors have pleasure in presenting the Annual Report of the Company on the business and operations ofthe Company along with the Audited Financial Statements of the Company for the financial year ended March31, 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
Less: Current Tax
Less: Deferred tax
Profit (Loss) for the period
Earnings per share
Basic
(1.51)
(0.07)
Diluted
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 underreview.
The amount of Total Expenditure including professional and other expenses sums out to be Rs. 8,312.76Thousand. Therefore, the Profit/Loss before and after tax, for the year under review, stood negative at Rs. 7,447.12Thousand 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 CharteredAccountants of India (ICAI).
In terms of Section 134 (3)(a) of the Companies Act, 2013 (hereinafter to be referred to as Act) the Annual Returnof the Company as on March 31, 2024, as referred to in sub-section (3) of Section 92 is available on the websiteof the Company at https://www.biduplexboard.com/investor-relations/
Dates for the Board Meetings are well decided in advance and communicated to the Board and the interveninggap between the meetings was within the period prescribed under the Companies Act, 2013. The agenda andexplanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all lawsapplicable 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 eligibleto attend the Meeting
No of Directors attendedMeetings
1
03/05/2023
4
2
25/05/2023
3
10/08/2023
05/09/2023
5
07/11/2023
6
05/02/2024
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.
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 alongwith proper explanation relating to material departures, if any;
b. the accounting policies have been selected and applied consistently and judgments and estimates madeare reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at theend 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 inaccordance with the provisions of the said Act for safeguarding the assets of the Company and forpreventing 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 suchinternal 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 andthat such systems were adequate and operating effectively.
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 theDirector’s Report.
The Company has received declaration from all the Independent Directors under Section 149(7) of the CompaniesAct, 2013 in respect of meeting the criteria of independence provided under Section 149(6) of the said Act. TheIndependent Directors have confirmed and declared that they are not disqualified to act as an Independent Directorin compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinionthat the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligibleto 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.
In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, on therecommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selectionand appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salientfeatures of the Policy are:
i. It lays down the criteria for determining qualifications, competencies, positive attributes and independence forappointment 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 SeniorManagement/Other Employees of the Company; and
iii. Reviewing and approving corporate goals and objectives relevant to the compensation of the executiveDirectors, evaluating their performance in light of those goals and objectives and either as a committee or togetherwith 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 SeniorManagement compensation and recommending incentive-compensation and equity-based plans that are subjectto approval of the Board.
During the year under review, there has been no change to the Policy. The Nomination and Remuneration Policyof 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 asStatutory 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 AnnualGeneral 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 Statementsof 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 financialyear under review pursuant to Section 204 of the Companies Act, 2013. The Company has provided allassistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conductingtheir audit. The Report of Secretarial Auditors for the financial year 2023-24 is annexed as ‘AnnexureA’ and forms part of this report.
The observations of the secretarial auditors in their report are self-explanatory and therefore, the directorsdo 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 forthe 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 governancesystems are functioning as intended and will enable the organization’s objectives and goals to bemet.
• Reported risk management issues and internal controls deficiencies identified directly to the auditcommittee and provided recommendations for improving the organization’s operations, in termsof 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 theCompanies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION186 OF THE COMPANIES ACT, 2013
Pursuant to Section 134(3)(g) of the Act, there were no Loans, Guarantees and Investments which covered underthe provisions of Section 186 of the Companies Act, 2013 during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDERSECTION 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’slength 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 havea 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 Statementsof the Company.
RESERVES:
No amount was transferred to the Reserves under the head “Other Equity” in the Balance Sheet during the yearunder 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 torecommend any amount for declaration of Dividend for the year under review. Hence, information required interms 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 POSITIONOF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT
There are no material changes or commitments effecting the financial position of the Company happening inbetween the end of the Financial Year 2023-24, to which the Financial Statements relate, and the date of thisReport.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO
The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are asfollows:
(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 informationrelated 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 anyForeign Exchange Expenditure.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENTPOLICY 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 RiskManagement Policy that covers a formalized Risk Management Structure, along with other aspects of RiskManagement i.e. Credit Risk Management, Operational Risk Management, Market Risk Management andEnterprise Risk Management. The Risk Management Policy approved by the Board acts as an overarchingstatement 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 theCompany.
THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ONCORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR IN TERMSOF SECTION 134(3)(o) OF THE ACT: -
The Company has not developed and implemented any Corporate Social Responsibility initiatives as theprovisions of Section 135 of the Companies Act, 2013 are not applicable to our Company.
A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OFTHE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HASBEEN MADE IN TERMS OF SECTION 134(3)(p) OF THE ACT READ OVER WITH RULE 8(4) OFTHE 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 performanceevaluation of the entire Board of Directors of the Company, its Committees and Individual Directors, includingIndependent Directors. Accordingly, the following is the criteria for evaluation: -
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.
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.
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 andcontribution 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 shallinclude: -
(a) Performance of the directors; and
(b) fulfillment of the independence criteria as specified in the Companies Act, 2013 and ListingRegulations and their independence from the management:
Provided that in the above evaluation, the directors who are subject to evaluation shall notparticipate
The performance evaluation of all the Independent Directors shall be done by the entire Boardand while doing so, the Director subject to evaluation shall not participate. On the basis ofperformance evaluation done by the Board, it will be determined whether to extend or continuetheir term of appointment, whenever their respective term expires.
Moreover, the performance evaluation is also based on the terms as specified by the Nominationand Remuneration Committee as per the PART D of Schedule II of SEBI (LODR) Regulations,2015.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES ANDTHEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THEFINANCIAL YEAR UNDER REVIEW
The Company does not have any Subsidiary Company, Associate Company or a Joint Venture. Further, nocompany 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 ofits business for the purchase of inputs, availing of services, fixed assets, for the sale of goods and providing ofservices. Full-fledged Internal Audit department carries out pre and post audit of all significant transactionsthroughout 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 takenwith 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 ORHAVE 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
00106272
Mr. Satya Bhushan Jain
Whole Time Director
03031419
Mr. Ashish Jain
Independent Director
03267887
Mr. Sudhanshu Saluja
Director
4.
08438613
Ms. Vasudha Jain
o Mr. Sudhanshu Saluja (DIN: 03267887), who was liable to retire by rotation, is being re-appointed asDirector by the Shareholders in the ensuing Annual General Meeting of the Company scheduled forSeptember 30, 2024. Further, in accordance with the provisions of the Companies Act, 2013 and Articlesof Association of the Company, Mr. Satya Bhushan Jain (DIN: 00106272), Director of the Company retireby 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 onretirement by rotation in the ensuing Annual General Meeting of the Company, as required to be disclosedunder Regulation 36 of the SEBI (Listing Obligations and Disclosure Regulations forms part of the Noticeof 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, 2013as on 31.03.2024 are as follows: -
Name of KMP
Chief Financial Officer
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 ofChapter V of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
The Company has not received any significant or material orders passed by any Regulatory Authority, Court orTribunal which shall impact the going concern status and Company's operations in future. As such, theinformation 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 notrequired to appoint a cost auditor and to maintain any cost records for the financial year 2023-2024 andaccordingly 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 SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to ourCompany, however it may please be noted that there have been no complaints under this Act during the year underreview.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016
There are no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 inrelation 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 OFONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THEBANKS 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 underreview.
DECLARATIONS ON COMPLIANCE WITH CODE OF CONDUCT BY DIRECTORS AND THESENIOR MANAGEMENT PERSONNEL
The Company is committed to conducting its business in accordance with the applicable laws, rules andregulations and with the highest standards of business ethics. Company’s Code of Ethics is intended to provideguidance and help in recognizing and dealing with ethical issues, mechanisms to report unethical conduct and tohelp foster a culture of honesty and accountability. The Board has adopted a Code of Conduct for Directors, SeniorManagement 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 Directorsand senior management personnel have affirmed compliance with the code of conduct of board of directors andsenior 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 applicableto 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/- (dividedinto 1,20,00,000 Equity Shares of Re. 1/- each). During the year, there has been no change in theAuthorized Share Capital of the company.
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).
The Company has not issued any shares with Differential Rights during the year under review.
The Company has not issued any Sweat Equity shares or Employee Stock Options during the year underreview.
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 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dealing with Corporate Governanceconditions, as its equity share capital is less than Rs.10 Crores and Net Worth is not exceeding Rs. 25 Crores, ason the last day of the previous financial year.
There is no demat suspense account/unclaimed suspense account of the Company because such a requirementnever got necessitated in relation to the shares of the Company. As such, the information in this regard is nil.
This is not applicable to our Company as the Company has not entered into any type of agreement as specifiedunder Clause 5A of paragraph A of part A of Schedule III of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 during the Financial Year 2023-24.
Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is notapplicable to the Company because the Company is not among top 1000 listed entities based on marketcapitalization as on 31st March, 2023 who are required to submit the Business Responsibility and SustainabilityReport.
Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule Vto 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.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read withRule 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 tothe median remuneration of the employees of theCompany for the financial year 2023-24
Ratio
Mr. Satya Bhushan Jain(Whole Time Director)
Nil
(ii)
The percentage increase in remuneration of eachDirector, Chief Financial Officer, ChiefExecutive Officer, Company Secretary in thefinancial year 2023-24
Name of Director/KMP
Percentage
Increase
(iii)
The percentage increase in the medianremuneration of employees in the financial year2023-24.
(iv)
The number of permanent employees on the rollsof the company.
The explanation on the relationship betweenaverage increase in remuneration and Company’sperformance
Not Applicable, since there has been no increasein the Remunerations
(v)
Average percentile increases already made in thesalaries of employees other than the managerialpersonnel in the last financial year and itscomparison with the percentile increase in themanagerial remuneration and justificationthereof and point out if there are any exceptional
Not Applicable to the Company, as all theemployees are under Managerial cadre.
circumstances for increase in the managerialremuneration
(vi)
The key parameters for any variable componentof remuneration availed by the directors.
Any variable component of remuneration payableto the Directors is based on the parameters, asapproved by the Board of Directors, on the basisof the recommendation of the Nomination &Remuneration Committee of the Board. The saidparameters are set considering the provisions ofapplicable regulations, Nomination (includingBoards’ Diversity), Remuneration and EvaluationPolicy of the Company and the respectiveresolution(s) of the Members of the Company, asapplicable
(vii)
The ratio of the remuneration of the highest paiddirector to that of the employees who are notdirectors but receive remuneration in excess ofthe highest paid director during the year
During the year under review, there is noemployee in the Company who is not a directorbut receives remuneration in excess of the highestpaid director i.e. Whole time Director of theCompany.
(viii)
Affirmation that the remuneration is as per theremuneration policy of the company
It is hereby affirmed that the remuneration is asper the Nomination and Remuneration Policy ofthe Company.
(ix)
The statement containing particulars ofemployees as required under Section 197(12) ofthe Act read with Rule 5(2) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014.
The information showing names and otherparticulars 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 aforesaidRules 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 everyemployee, who-
(i) if employed throughout the financial year, was in receiptof remuneration for that year which, in the aggregate, wasnot less than one crore and two lakh rupees;
(ii) if employed for a part of the financial year, was inreceipt of remuneration for any part of that year, at a ratewhich, in the aggregate, was not less than eight lakh andfifty thousand rupees per month;
(iii) if employed throughout the financial year or partthereof, was in receipt of remuneration in that year which,
in the aggregate, or as the case may be, at a rate which, inthe aggregate, is in excess of that drawn by the managingdirector or whole-time director or manager and holds byhimself or along with his spouse and dependent children,not less than two percent of the equity shares of thecompany.
Sr.
No.
Information
Details
Name of Employee
Mr. Satya BhushanJain
Mr. SudhanshuSaluja
Designation of the Employee
Chief FinancialOfficer
Company Secretary& ComplianceOfficer
Remuneration Received (Rs.)
1,64,000
Nature of employment,whether contractual orotherwise
Permanent
Qualifications and experienceof the employee
B.Com Graduate
B. Com, LLB andCompany Secretary
Date of commencement ofemployment
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 bysuch employee before joiningthe company
NA
Omega BrakeComponents PrivateLimited
9
The percentage of equityshares held by the employee inthe company within themeaning of clause (iii) of Rule5(2)
1.36%
0.83%
10
Whether any such employee isa relative of any director ormanager of the company andif so, name of such director ormanager:
No
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.
Your Directors wish to inform you that in Compliance with Section 177 of the Companies Act, 2013, an AuditCommittee of the Board is duly constituted. The Audit Committee as on March 31, 2024 comprises of thefollowing Directors: -
Name of the Director
Non-Executive Independent Director, Chairman
Non-Executive Independent Director, Member
Non-Executive Director, Member
Further, all recommendations of Audit Committee were accepted by the Board of Directors.
The primary objective of the Committee is to ensure accurate and timely disclosures, with the highest levels oftransparency, integrity and quality of financial reporting. The Committee met four times during the year underreview.
During the financial year 2023-24, Four (4) meetings of the Audit Committee were held, details of the same areunder:
Date of Meeting
Attendance
Yes
In terms of the provisions of Section 178 (1) of the Companies Act, 2013, Nomination & Remuneration Committeeof the Board is duly constituted. As on March 31, 2024 the Committee comprised of the following Directors: -
The Nomination and Remuneration Committee shall determine qualifications, positive attributes andindependence of a director and recommend to the Board a policy relating to the remuneration of the directors, KeyManagerial Personnel and other employees.
During the financial year 2023-24, the Committee met once. The details of the meetings held and the attendancethere at of the Members of the Nomination and Remuneration Committee are as detailed herein below:
STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of the provisions of Section 178 (5) of the Companies Act, 2013, the Stakeholders RelationshipCommittee of the Board is duly constituted. As on March 31, 2024 the Committee comprised of the followingDirectors: -
During the financial year 2023-24, the Committee has met once in the year. The details of the meeting held andattendance there at of the Members of the Stakeholders’ Relationship Committee are as detailed herein below:
INDEPENDENT DIRECTORS MEETING
During the year, One Meeting of Independent Director’s was convened and held on January 31, 2024. TheIndependent Directors have handed over the proceedings of the meeting to the Whole Time Director of theCompany:
31/01/2024
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 DisclosureRequirements), Regulations, 2015, the Company has formulated Whistle Blower Policy to deal with instance ofunethical behavior, actual or suspected fraud or violation of the Company's code of conduct, if any. The details ofthe 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 toexpress 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 followingPolicies as required under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015: -
1. Code for fair disclosure of Unpublished Price Sensitive Information pursuant to Regulation 8(1) of theSecurities 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 theFinancial 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 ofIndia 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 Disclosureof Unpublished Price Sensitive Information. The said Code has been posted on the Website of the Companywww.biduplexboard.com. Further, the Board has also adopted the Code of Conduct to regulate, monitor and reporttrading 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 guidelinesand procedures to be followed and disclosures to be made while dealing with shares of the Company, as well asthe 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 beenfacilitated 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. BeetalFinancial & Computer Services Private Limited, New Delhi are acting as the Registrar and Share Transfer Agentsacts as common agency and perform all activities in relation to share transfer facility as maintained by them interms of Regulation 7 (2) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015.
Annual Report 2023-24 of the Company containing Standalone Balance Sheet, Statement of Profit & Loss, CashFlow Statement, other statements and notes thereto, prepared as per the requirements of Schedule III to theCompanies Act, 2013, Directors’ Report (including Management Discussion and Analysis Report) is being sentvia email to all shareholders who have registered their email address(es) with the Depositories/Company. Fullversion of the Annual Report 2023-24 is also available for inspection at the Registered office of the Companyduring working hours up to the date of ensuing Annual General Meeting (AGM). It shall also be available at theCompany's website www.bjduplexboard.com. on the website of the Stock Exchange i.e. BSE Limited atwww.bseindia.com and on the website of NSDL (agency for providing the Remote e-Voting facility)https://nsdl.co.in/.
Statements in the Board’s Report and the Management Discussion and Analysis Report describing the Company’sobjectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws andregulations. Actual results may differ materially from those expressed in the statement. Important factors thatcould 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.
Your directors wish to place on record their gratitude and sincere appreciation for the assistance and cooperationreceived from financial institutions, banks, Government authorities, customers, vendors, and members during theyear under review.
Y our directors would like to express a profound sense of appreciation for the commitment shown by the employeesin supporting the Company in its continued robust performance on all fronts.
Sudhanshu Saluja Satya Bhushan Jain
Place: Delhi Director Whole Time Director
Date: September 06, 2024 DIN: 03267887 DIN: 00106272