B J Duplex Boards Ltd
Directors Reports
To,
The Members,
B J DUPLEX BOARDS LIMITED
Your Directors are pleased to present Twenty Eight Annual Report and Audited Statement
of Accounts of your Company for the Financial Year ended on 31st March, 2022.
1. FINANCIAL RESULTS
|
(In Rs) |
(In Rs) |
| PARTICULARS |
st FY ended 31 March, 2022 |
st FY ended 31 March, 2021 |
| Total income |
- |
7320 |
| Total Expenditure |
133260 |
299340 |
| Profit/(loss) before tax and Exceptional item |
(133260) |
(292020) |
| Less: Exceptional item |
0 |
0 |
| Profit before tax |
(133260) |
(292020) |
| Less: Current Tax |
0 |
0 |
| Less: Deferred tax |
0 |
0 |
| Profit(Loss) for the period |
(133260) |
(292020) |
| Earnings per share |
|
|
| Basic |
(0.03) |
(0.06) |
| Diluted |
(0.03) |
(0.06) |
* Previous year figures have been regrouped/re-arranged, wherever necessary as per Ind
AS
2. PERFORMANCE
The financial statements have been prepared as per the IND-AS prescribed by the
Institute of Chartered Accountants of India (ICAI).
During the FY 2021-22, there was no income from operations and in the FY 2020-21; also
there was no income from operations.
Your company has incurred a loss of Rs. 1,33,260 /- during the year under review as
compared to loss of Rs. 2,92,020 /- in the last year.
3. DIVIDEND
The Board of Directors has not recommended payment of dividend for the Year 2021-22.
4. RESERVES
No amount was transferred during the year to General Reserve from the Surplus.
5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Directors are optimistic about company's business and hopeful of better
performance. There was no change in the nature of business of Company.
6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which these financial statements relate
on the date of this report.
7. SHARE CAPITAL
A. AUTHORISED SHARE CAPITAL
The Authorised Share Capital of the Company stands at Rs.1,20,00,000/-(divided into
12000000 Equity Shares of Re.1/-each). During the year, there has been no change in
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 stands at
Rs.37,66,200/-(divided into 5181200 Equity Shares of Rs.1/ each and Calls in Arrears
1415100).
8. CODE OF CONDUCT
Directors, Key Managerial Personnel and Senior Management of the Company have confirmed
compliance with the Code of Conduct applicable to the Directors and employees of the
Company and the declaration in this regard made by the Whole-time Director is attached as
‘Annexure I' which forms a part of this Report of the Directors.
9. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)
CHANGES IN DIRECTORS:
I. Cessation of Director and KMP:
Mr. Vishwa Bandhu Saluja, was ceased to be Director of the Company w.e.f. 3rd
May, 2021 due to his death caused by Covid-19.The Directors place on record their deep
appreciation for his valuable guidance and assistance received during the tenure as a
Director and CFO (KMP) of the Company.
II. Appointment/Re-appointment of Director:
Mr. Sudhanshu Saluja (DIN:03267887) was appointed as Additional Director( Non
Executive) of the Company in the Board Meeting held on 27th May, 2021.
III. Retirement By Rotation:
During the Year under review, Mr. Satya Bhushan Jain (DIN: 00106272) as a Whole Time
Director was re-appointed as a Whole Time Director of the Company liable to retire by
rotation in the 27th Annual General Meeting held on 30th September,
2021.
Mr. Sudhanshu Saluja (DIN:03267887) as a Non Executive Director of the Company was
reappointed as a Non Executive Director of the Company liable to retire by rotation in the
ensuing 28thAnnual General Meeting.
Change in Key Managerial Personnel
Mr. Sudhanshu Saluja (DIN: 03267887) was appointed as CFO of the Company in place of
Mr. Vishwa Bandhu Saluja.
10. MANAGEMENT'S DISCUSS ION AND ANALYSIS REPORT
A comprehensive Management's Discussion and Analysis Report, as required under
Regulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is attached and forms a part of this Report as ‘Annexure II'.
11. MEETINGS
BOARD MEETINGS
During the year, Five (5) Board Meetings were convened and held as on 27.05.2021,
28.06.2021, 13.08.2021, 25.10.2021 and 31.01.2022. The intervening gap between the
Meetings was within the period as prescribed under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
GENERAL BODY MEETING
Annual General Meeting of the Company was held on 30th September, 2021 for
the FY 2020-21.
AUDIT COMMITTEE MEETINGS
Audit Committee of the Company has been reconstituted as per section 177 of the
Companies Act, 2013 in the Board Meeting held on 28.06.2021. 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. As of the date of this report, the Committee is comprised of Mr. Ashish
Jain as the Chairman of the Committee, Ms. Vasudha Jain and Mr. Sudhanshu Saluja , as the
Members of the Committee.
Meetings
During the financial year 2021-22, Four (4) meetings of the Audit Committee were held,
as detailed herein below. The gap between two meetings did not exceed four /months. The
details of the meetings held and the attendance thereat of the Members of the Audit
Committee are as detailed here in below:
|
ATTENDANCE |
| Date of meeting |
Mr. Ashish Jain |
Ms. Vasudha Jain |
Mr. Sudhanshu Saluja |
| 28.06.2021 |
? |
? |
? |
| 13.08.2021 |
? |
? |
? |
| 25.10.2021 |
? |
? |
? |
| 31.01.2022 |
? |
? |
? |
NOMINATION & REMUNERATION COMMITTEE MEETINGS
Nomination and Remuneration Committee of the Company has been reconstituted as per
section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and
its Powers) Rules, 2014 in the Board Meeting held on 28.06.2021. 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. The
Nomination and Remuneration Committee comprises of Mr. Ashish Jain as the Chairman of the
Committee, Ms. Vasudha Jain and Mr. Sudhanshu Saluja, as the Members of the Committee.
Meetings
During the financial year 2021-22, 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 |
| 13.08.2021 |
? |
? |
? |
STAKEHOLDERS' RELATIONSHIP COMMITTEE MEETING
Stakeholders Relationship Committee of the Company has been reconstituted as per
Section 178 of the Act read with Regulation 20 of LODR, 2015 in the Board Meeting held on
28.06.2021. The composition of the Stakeholders Relationship Committee (SRC) is in line
with the Section 178 of the Act read with Regulation 20 of LODR, 2015. The Stakeholders'
Relationship Committee comprises of Mr. Ashish Jain as the Chairman of the Committee, Ms.
Vasudha Jain and Mr. Sudhanshu Saluja, as the Members of the Committee.
Meetings
During the financial year 2021-22, 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 |
| 13.08.2021 |
? |
? |
? |
INDEPENDENT DIRECTORS MEETINGS
During the year, One Meeting of Independent Director's was convened and held on 31st
January, 2022. 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 |
| 31.01.2022 |
? |
? |
12. INDEPENDENT DIRECTORS DECLARATION
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.
13. PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS
Criteria for performance evaluation of Independent Directors as required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, also form part of
this Report as ‘Annexure III'.
14. EVALUATION OF THE BO ARD'S PERFORMANCE
In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, 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 Board Committee.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO.DETAILS OF APPLICATION MADE OR PROCESSING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE,2016, DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo, Details of application made or Processing Pending under
Insolvency and Bankruptcy Code, 2016,details of difference between Valuation Report on one
time Settlement and valuation while availing loan from Banks and Financial Institutions as
required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is furnished in "Annexure- IV" and is attached
to this report.
16. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your directors make the following statement in terms of
Section 134 of the Companies Act, 2013-
a) In the preparation of the annual accounts, the applicable accounting standards
had been followed alongwith proper explanation relating to material departures.
b) The directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st March, 2022.
c) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The directors had prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls and that such internal
financial controls are adequate and have been operating effectively.
f) The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems have been found adequate and
operating effectively.
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company during the
year under review.
18. INTERNAL CONTROL SYSTEM & ITS ADEQUACY
There are adequate internal control procedures 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 programme as approved by Audit Committee of
Board, regular internal audits are conducted. 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.
19. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
20. EXTRACT OF ANNUAL RETURN
The particulars required to be furnished under Section 134(3) (a) of the Companies Act,
2013 read with the Companies (Management and Administration) Rules, 2014 as prescribed on
the Website of the Company https://www.bj duplexboard.com/.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 during the year under review and hence the said provision
is not applicable.
22. PARTICULARS OF RELATED PARTY TRANSACTION
There were no related party transaction covered under the provisions of Section 188 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
23. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT, 2013
The Company is an equal opportunity employer and consciously strives to build a work
culture that promoter's dignity of all employees. As required under the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and Rules framed thereunder;
a) The Company has in place a policy on prevention, prohibition and redressal of sexual
harassment at work place which has been made part to the Code of Business Conduct and
Ethics applicable to all the employees of the Company. A copy of which is given to every
employee and his consent for compliance duly taken.
b) All women, permanent, temporary or contractual including those of service providers
are covered under the policy.
24. POLICIES OF COMPANY
> RELATED PARTY TRANSACTION POLICY REGULATION 23(1) OF SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS), REGULATIONS, 2015
Related Party Transaction Policy, as formulated by the Company, defines the materiality
of related party transactions and lays down the procedures of dealing with Related Party
Transactions. There were no materially significant related party transactions i.e.
transactions of material nature, with its promoters, directors or senior management or the
irrelative etc. that may have potential conflict with the interest of company at large.
Transactions entered with related parties as defined under the Companies Act, 2013 and
Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, during the financial year 2021-22 we remain in the ordinary course of business and
on an arm's length basis.
Prior approval of the Audit Committee is obtained by the Company before entering into
any related party transaction as per the applicable provisions of Companies Act, 2013 and
Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per the provisions of Section 188 of the Companies Act 2013, approval of the Board of
Directors is also obtained for entering into Related Party Transactions by the Company. A
quarterly update is also given to the Audit Committee and the Board of Directors on the
related party transactions undertaken by the Company for their review and consideration.
During the year, the Company has not entered into any material contract, arrangement or
transaction with related parties, as defined under Regulation 23(1) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Related Party Transaction
Policy of the Company.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website. None of the Directors have any pecuniary relationships or transactions
vis-a-vis the Company.
> DOCUMENT RETENTION AND ARCHIVAL POLICY (DRAP) (REGULATION 9 OF SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015
Pursuant to the Regulation 9 of SEBI (LODR) Regulations 2015 mandates that every listed
entity shall formulate a policy for preservation of documents and Regulation 30(8) of the
Regulations is also required to have an archival policy on archiving all information
disclosed to stock exchange(s) and the same being hosted on the Company's website.
> MATERIALITY DISCLOSURE POLICY (MDP) (REGULATION 30 OF SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015
Pursuant to the Regulation 30 of SEBI (LODR) Regulations 2015 mandates that every
listed entity shall make disclosures of any events or information which, in the opinion of
the Board of Directors of the Listed Company, is material and the same being hosted on the
Company's website.
> VIGIL MECHANISM/ WHISTLE BLOWER POLICY (REGULATION 22 SEBI (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015)
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.
> RISK MANAGEMENT POLICY (REGULATION 17(9)(A) OF SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS), REGULATIONS,2015)
Pursuant to provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, your Company has formulated
and adopted a Risk Management Policy which covers a formalized Risk Management Structure,
alongwith 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.
> POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's Policy on Directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other
manners provided under SubSection (3) of Section 178 the Companies Act, 2013 is as below :
The appointment policy for Independent Directors, Key Managerial Personnel & Senior
Executives is as under-
(A) Independent Directors:
Independent Directors will be appointed based on the criteria mentioned under section
149(6) of the Companies Act, 2013 and in accordance with other applicable provisions of
the Companies Act, 2013, rules made there under & Listing Agreements entered with
Stock Exchanges.
(B) Key Managerial Personnel(KMP):
KMP will be appointed by the resolution of the board of directors of the company, based
on the qualification, experience and exposure in the prescribed fields. Removal of the KMP
will also be done by the Resolution of the Board of Directors of the Company.
Appointment/Removal will be in accordance with provisions of the Companies Act, 2013,
rules made thereunder & Listing Agreements entered with Stock Exchanges.
(C) Senior Executives:
Senior Executives will be appointed by the Chairman & Whole-time Director and/or
Executive Director of the Company based on their qualification, experience & exposure.
Removal of the Senior Executives will also be by Chairman & Whole-time Director and/or
Executive Director. Further, appointment & removal will be noted by the Board as
required under Clause 8(3) of Companies (Meetings of Board and its Powers) Rules, 2014.
> NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of Nomination and Remuneration Committee has framed a
policy for selection and appointment of Directors, Senior Management and their
remuneration.
> SEXUAL HARRASSMENT POLICY
Women at Work place and an Internal Complaints Committee (ICC) has been constituted
thereunder. The Company has in place a Policy on Prevention, Prohibition & Redressal
of Sexual Harassment of
The primary objective of the said Policy is to protect the women employees from sexual
harassment at the place of work and also provides for punishment in case of false and
malicious representations.
> INSIDER TRADING POLICY
The Policy provides the framework in dealing with securities of the Company.
25. PARTICULARS OF EMPLOYEES & REMUNERATION
Information in accordance with the provisions of Section 134(3) (q) and Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, regarding employees and remuneration is
given in ‘Annexure V'.
26. ANNUAL LISTING FEE
The Company has paid the Annual Listing fee for the financial year 2022-23 to BSE
Limited.
27. CORPORATE GOVERNANCE
The 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 (Listing Regulations, 2015) 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. Your Company believes in adopting best practices of corporate governance.
Corporate Governance principles are enshrined in the spirit of company, which forms the
core values of the company. These guiding principles are also articulated through the
company's code of business conduct, corporate governance guidelines, charter of various
sub committees and disclosure policy.
28. AUDITORS' & THEIR REPORTS
AUDITORS:
(A) STATUTORY AUDITORS
M/S V. R. BANSAL & ASSOCIATES, CHARTERED ACCOUNTANTS, (FRN 016534N), STATUTORY
AUDITORS WERE APPOINTED IN THE TWENTY FIFTH AGM HELD ON 30th SEPTEMBER, 2019 TO
HOLD OFFICE FOR A PERIOD OF FIVE YEARS FROM THE CONCLUSION OF FOURTEENTH AGM TILL THE
CONCLUSION OF THIRTIETH AGM.
THEIR PAYMENT OF REMUNERATION IS TO BE CONFIRMED AND APPROVED IN THE ENSUING ANNUAL
GENERAL MEETING.
(B) STATUTORY AUDITORS REPORT
There are no qualifications or adverse remarks in the Auditors' Report as on 31st
March, 2022 which requires any clarification/ explanation. The Notes on financial
statements are selfexplanatory, and needs no further explanation.
(C) INTERNAL AUDITOR:
The internal auditor of the Company is M/s G.M. & Co., Chartered Accountants was
appointed for the financial year 2021-22 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 bemet.
• 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.
(D) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board of Directors
appointed M/s Parveen Rastogi & Co., Practicing Company Secretary as Secretarial
Auditor to carry out Secretarial Audit of the records maintained by the Company for the
Financial Year 2021-22. The Report given by him for the said financial year in the
prescribed form No: MR 3 is annexed to this report as "Annexure-VI". The
observations of the Statutory Auditor in their report are self explanatory and have not
shown any adverse remark.
(C) COSTAUDIT
The Cost Audit is not applicable on your Company.
29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The note on account referred to in Auditor's Report are self-explanatory and,
therefore, does not call for any further comments under Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014.
The secretarial Audit Report does not contain/ contains any qualification, reservations
or other remarks.
30. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
Your Company has in place a Code for Prevention of Insider Trading Practices in
accordance with the Model Code of Conduct, as prescribed under Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended and has duly
complied with the provisions of the said code. The details of the same are provided in
Corporate Governance Report forming part of this Annual Report.
31. WTD/CFO CERTIFICATION
As required by the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Certificate from CFO had been obtained in accordance
with Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 which forms a part of this report as "Annexure-VII".
32. DEPOSITS
The Company has not accepted any deposits during the year under report.
33. LISTING
The equity shares are presently listed on BSE Limited, Mumbai. The listing fee has been
paid to the exchange. The company has paid the annual Custodial fee for the year 2022-23
to National Securities Depository Limited and Central Depository Services (India) Limited
on the basis of beneficial accounts maintained by them as on 31st March 2022.
a) The Company was compulsory delisted by BSE W.E.F July 4th , 2018 vide notice no.
20180702-28 dated July 2nd, 2018 and thereafter the company appealed to SAT against the
compulsory delisting order of the BSE and thereafter the status of the Company have been
changed from delisted to suspended W.E.F November 21st , 2018.
b) The Hon'ble High Court of Delhi passed the order for reduction of share capital of
the Company dated 29th August, 2016.
c) Subsequent to the order of Hon'ble High Court, the capital of the company was
reduced w.e.f 29th August 2016.
d) The Company got the listing approval for reduced share capital from BSE on 01st
October 2018.
34. DETAILS OF FRAUD REPORTED BY AUDITOR
No fraud has been noticed or reported by the Auditors including Secretarial Auditor of
the Company as per Section 134(3) (ca) of the Companies Act, 2013 read with Companies
(Amendment) Act, 2015.
The Stakeholders Relationship Committee has authorized the Company Secretary of the
company to approve the transfer of shares within a period of 15 days from the date of
receipt in case the documents are completed in all respects. Shares under objection are
returned within two weeks. All request for dematerialization of shares are processed, if
found in order and confirmation is given to the respective depositories, that is National
Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within
15days.
35. 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, arrangement of funds.
36. ACKNOWLEDGMENT
Your Directors thank various Central and State Government Departments, Organizations
and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers,
vendors, banks and other business partners for the excellent support received from them
during the year.
The Directors place on record their sincere appreciation to all employees of the
Company for their unstinted commitment and continued contribution to the Company.
|
|
By Order of the Board of Directors For B J DUPLEX BOARDS LIMITED |
|
|
Sd/- Divya Mittal |
|
|
Company secretary |
|
Sd/- |
Sd/- |
| Date: 03.09.2022 |
Satya Bhushan Jain |
Sudhanshu Saluja |
| Place: Delhi |
Whole Time Director |
Director |
  Â