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BSE Code : | NSE Symbol : | ISIN:| SECTOR : |

NSE BSE
 

Volume 280564

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Key Stats

MARKET CAP (RS CR) 2.72
P/E 0
BOOK VALUE (RS) -1.114375
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK -4.71116096466629
DIV YIELD.(%) 0
FACE VALUE (RS) 1
DELIVERABLES (%)
4

News & Announcements

25-Oct-2021

B J Duplex Boards reports standalone nil net profit/loss in the September 2021 quarter

19-Oct-2021

B J Duplex Boards to convene board meeting

04-Sep-2021

B J Duplex Boards to hold AGM

14-Aug-2021

B J Duplex Boards reports standalone nil net profit/loss in the June 2021 quarter

19-Oct-2021

B J Duplex Boards to convene board meeting

04-Sep-2021

B J Duplex Boards to hold AGM

07-Aug-2021

B J Duplex Boards to conduct board meeting

22-Jun-2021

B J Duplex Boards announces board meeting date

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
A S Rototech Ltd (Wound-up) 523072
Agio Paper & Industries Ltd 516020
Anand Duplex Ltd 40432
Andhra Paper Ltd 502330 ANDHRAPAP
Astron Paper & Board Mill Ltd 540824 ASTRON
Aurangabad Paper Mills Ltd 502352 AURANPAPER
B K Duplex Board Ltd 516112
B&B Triplewall Containers Ltd 535120 BBTCL
Balkrishna Paper Mills Ltd 539251 BALKRISHNA
Ballarpur Industries Ltd 500102 BALLARPUR
Bio Green Papers Ltd 534535
Cella Space Ltd 532701
Century Textiles & Industries Ltd 500040 CENTURYTEX
Chadha Papers Ltd 531946
Coastal Papers Ltd (Merged) 502369
Coral Newsprints Ltd 530755
Cosboard Industries Ltd 530859
Crescent Colorcoat Systems Ltd 516070
Crest Paper Mills Ltd 516104
Dadrawala Papers Ltd 516042
Danube Industries Ltd 540361
Denmur Fax Roll Ltd 526273 DENMURFAX
Eggro Paper Moulds Ltd 530717
Ellora Paper Mills Ltd 502374
Emami Paper Mills Ltd 533208 EMAMIPAP
Emami Paper Mills Ltd (Merged) 40246
G K P Printing & Packaging Ltd 542666
Ganga Papers India Ltd 531813
Genus Paper & Boards Ltd 538961 GENUSPAPER
Gold Star Straw Products Ltd 531122
Gratex Industries Ltd 526751
Hardoli Paper Mills Ltd 40355
Hi-Tech Winding Systems Ltd 541627
ITC Bhadrachalam Paperboards Ltd (Merged) 500340 ITCBHADRA
Jackard Products Ltd 516060
Jainpur Straw Board And Paper Pvt Ltd 530623
Jayant Paper Mills Ltd 502390
JK Paper Ltd 532162 JKPAPER
Kalptaru Papers Ltd 590036
Kankariya Chemical Industries Ltd 524222
Kay Power & Paper Ltd 530255
Kuantum Papers Ltd 532937 KUANTUM
Kushal Ltd 536170
Lawa Coated Papers Ltd 523730
Madhya Bharat Papers Ltd 40240
Magnum Ventures Ltd 532896 MAGNUM
Malu Paper Mills Ltd 532728 MALUPAPER
Mansarovar Paper & Industries Ltd 532208
Mohit Paper Mills Ltd 530169
Mukerian Papers Ltd 516068 MUKERPAPER
Mysore Paper Mills Ltd 502405
N R Agarwal Industries Ltd 516082 NRAIL
Nath Industries Ltd 502587
Nath Pulp & Paper Mills Ltd(Merged) 502407 NATHPULP
Nayagara Paper Products (India) Ltd 516044
Nice Papers Ltd 40206
Nishant Paper Mills Ltd 516048
Orient Paper & Industries Ltd 502420 ORIENTPPR
Pamwi Tissues Ltd 502577
Parijat Paper Mills Ltd 40208
Pitambar Coated Papers Ltd 530785
Pondichery Papers Ltd 40262
Pudumjee Paper Products Ltd 539785 PDMJEPAPER
R N Paper & Boards Ltd 516036
Rainbow Papers Ltd 523523 RAINBOWPAP
Rama Paper Mills Ltd 500357
Rana Mohendra Papers Ltd 516074
Reacto Papers India Ltd 531291
Ruchira Papers Ltd 532785 RUCHIRA
Saffron Industries Ltd 531436
Sai Rayalseema Paper Mills Ltd 502468
Sangal Papers Ltd 516096
Sarda Papers Ltd 516032
Satia Industries Ltd 539201 SATIA
Saurashtra Paper & Board Mills Ltd 516088 SAURASTPPR
Scoobee Day Garments India Ltd 531234
Servalakshmi Paper Ltd 533401 SERVALL
Seshasayee Paper & Boards Ltd 502450 SESHAPAPER
Shiva Paper Mills Ltd 502550
Shree Ajit Pulp and Paper Ltd 538795
Shree Ambeshwar Paper Mills Ltd 516028
Shree Bhawani Paper Mills Ltd 502563
Shree Industries Ltd 516040
Shree Jagdambe Paper Mills Ltd 531019
Shree Karthik Papers Ltd 516106
Shree Krishna Paper Mills & Industries Ltd 500388
Shree Rajeshwaranand Paper Mills Ltd 516086
Shree Rama Newsprint Ltd 500356 RAMANEWS
Shree Vindhya Paper Mills Ltd 502452 SHRVINDPPR
Shreyans Industries Ltd 516016 SHREYANIND
Sirpur Paper Mills Ltd 502455 SIRPAPER
Solid Containers Ltd 502460
Soma Papers & Industries Ltd 516038
Sophia Traexpo Ltd 541633
South India Paper Mills Ltd 516108 SIPAPER
Speciality Papers Ltd 502465
Star Paper Mills Ltd 516022 STARPAPER
Sumuka Agro Industries Ltd 532070
Sushila Pulp & Papers Ltd 516034
Tamil Nadu Newsprint & Papers Ltd 531426 TNPL
Tungabhadra Pulp & Board Mills Ltd 516001
Vapi Paper Mills Ltd 502589
Varinder Agro Chemicals Ltd (Merged) 506899
Vidarbha Paper Mills Ltd(merged) 502520
Vidhi Industries Ltd 516084
Vishal Papertech (India) Ltd 531981
Well Pack Papers & Containers Ltd 531249
West Coast Paper Mills Ltd 500444 WSTCSTPAPR
Worth Peripherals Ltd 535008 WORTH
Yash Pakka Ltd 516030

Share Holding

Category No. of shares Percentage
Total Foreign 0 0.00
Total Institutions 0 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 0 0.00
Total Promoters 1307320 25.23
Total Public & others 3873880 74.77
Total 5181200 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About B J Duplex Boards Ltd

B J Duplex Boards was incorporated in Mar.'95 by Satya Bhushan Jain, Jitender K Jain, Vinay Kumar Jain and Santosh Jain. The company has set up a plant to manufacture duplex boards with an installed capacity of 10,000 tpa at Kundli, Haryana. Grammage of the boards to be manufactured will be from 200 gms to 450 gms. The company came out with a public issue of 25 lac equity shares of Rs 10 each for cash at par aggregating Rs 250 lac. The duplex boards are used in various types of cartons and as liners for kraft paper. It is essentially used in packaging of high value items like cosmetics, cigarettes, liquor, pharmaceuticals, ready-made garments and export goods, etc. During the year 1999-2000, as the lossess incurred has exceded the networth of the company, it has become a sick industrial company and a reference is required to be made to the Board for Industrial and Financial Reconstruction.

B J Duplex Boards Ltd Chairman Speech

B J Duplex Boards Ltd Company History

B J Duplex Boards was incorporated in Mar.'95 by Satya Bhushan Jain, Jitender K Jain, Vinay Kumar Jain and Santosh Jain. The company has set up a plant to manufacture duplex boards with an installed capacity of 10,000 tpa at Kundli, Haryana. Grammage of the boards to be manufactured will be from 200 gms to 450 gms. The company came out with a public issue of 25 lac equity shares of Rs 10 each for cash at par aggregating Rs 250 lac. The duplex boards are used in various types of cartons and as liners for kraft paper. It is essentially used in packaging of high value items like cosmetics, cigarettes, liquor, pharmaceuticals, ready-made garments and export goods, etc. During the year 1999-2000, as the lossess incurred has exceded the networth of the company, it has become a sick industrial company and a reference is required to be made to the Board for Industrial and Financial Reconstruction.

B J Duplex Boards Ltd Directors Reports

To,

The Members,

B J DUPLEX BOARDS LIMITED

Your Directors are pleased to present Twenty Fifth Annual Report and Audited Statement of Accounts of your Company for the Financial Year ended on 31st March, 2019.

FINANCIAL RESULTS
(In Rs) (In Rs)
PARTICULARS FY ended 31stMarch, 2019 FY ended 31st March, 2018
Total income 1042720 809550
Total Expenditure 2016220.00 479380
Profit/(loss) before tax and (973500) 330170
Exceptional item
Less: Exceptional item 0 0
Profit before tax (973500) 330170
Less: Current Tax 0 (61080)
Less: Deferred tax 0 0
Profit(Loss) for the period (973500) 269090
Earnings per share
Basic (0.19) 0.05
Diluted (0.19) 0.05

* Previous year figures have been regrouped/re-arranged, wherever necessary as per Ind AS

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 2018-19, there was income from operations of Rs 1042720/- and in the FY 2017-18, income from operations was Rs 809550/-.

Your company has incurred a loss of Rs. 973500 /- during the year under review as compared to profit of Rs. 269090/-in the last year.

DIVIDEND

Your Directors are unable to recommend the Dividend for Financial Year 2018-19.

RESERVES

Your Directors do not proposed to transfer any amount to the General Reserves.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDOF 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 this financial statements relate on the date of this report.

SHARE CAPITAL

(A) AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company stands at Rs.12,00,00,000/-(divided into 12,00,00,000 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.51,81,200/-(divided into 51,81,200 Equity Shares of Re.1/- each).

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.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

A. Changes in Directors:

I. Cessation of Directors:

During the year under review Ms. Kavita Verma has signified her intention not to continue as an Independent Director of the Company due to her personal reasons. She has ceased to be director of the Company from the close of business hours on 20th August, 2018. The Board recorded its sincere appreciation for their valuable contribution during their long association with the Company.

II. Appointment/Re-appointment of Directors:

The Board at its meeting held on 11 May, 2019, pursuant to the recommendation of Nomination and Remuneration Committee, appointed Ms. Vasudha Jain (DIN 08438613) as an Additional Non Executive Independent Director for a period of 5 years with immediate effect from 11 May, 2019.

III. Retirement by Rotation:

In accordance with the provisions of the Companies Act, 2013 and as per the Articles of Association of the Company, Mr. Satya Bhushan Jain, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment as Director liable to retire by rotation..

B. Change in Key Managerial Personnel:

Mr. Dinesh Kumar Yadav has tendered his resignation from the post of Company Secretary & Compliance Officer, of the Company w.e.f 20th May, 2019 And Ms. Divya Mittal has given her consent to act as Company Secretary & Compliance Officer, of the Company w.e.f. 20th May, 2019.

MANAGEMENT'S DISCUSSION 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'.

MEETINGS

BOARD MEETINGS

During the year, Ten (10) Board Meetings were convened and held as on 25.05.2018, 20.06.2018, 16.07.2018, 14.08.2018, 20.08.2018, 03.09.2018, 03.10.2018, 30.10.2018, 14.11.2018 and 13.02.2019. 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 29th September, 2018 for the FY 2018-19.

AUDIT COMMITTEE MEETINGS

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. Kavita Verma and Mr. Vishwa Bandhu Saluja , as the Members of the Committee.

.

Meetings

During the financial year 2018-19, 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 there at of the Members of the Audit Committee are as detailed here in below:

ATTENDANCE
Mr. Ashish Jain Ms.Kavita Verma Mr. Vishwa Bandhu Saluja
Date of meeting
25.05.2018
14.08.2018
14.11.2018
13.02.2019

NOMINATION & REMUNERATION COMMITTEE MEETINGS

Nomination and Remuneration Committee of the Board has been constituted as per section 178 of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. 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. Kavita Verma and Mr. Vishwa Bandhu Saluja , as the Members of the Committee.

On 20th August, 2018, the Board of Directors has reconstituted the Nomination and Remuneration Committee comprising of Mr. Ashish Jain

(Chairman), Mr. Vishwa Bandhu Saluja (Member) of the Committee.

Meetings

During the financial year 2018-19, 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:

ATTENDANCE
Date of meeting Mr. Ashish Jain Ms. Kavita Verma Mr. Vishwa Bandhu Saluja
14.08.2018

STAKEHOLDERS' RELATIONSHIP COMMITTEE MEETING

The composition of the Stakeholders Relationship Committee (SRC) is in line with the Section 178 of the Act read with Regulation 20 of LODR. The Stakeholders' Relationship Committee comprises of Mr. Ashish Jain as the Chairman of the Committee, Ms. Kavita Verma and Mr. Vishwa Bandhu Saluja, as the Members of the Committee.

On 20th August, 2018, the Board of Directors has reconstituted the Stakeholders Relationship Committee comprising of Mr. Ashish Jain (Chairman), Mr. Vishwa Bandhu Saluja (Member) of the Committee.

Meetings

During the financial year 2018-19, 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:

ATTENDANCE
Date of meeting Mr. Ashish Jain Ms.Kavita Verma Mr. Vishwa Bandhu Saluja
14.08.2018

INDEPENDENT DIRECTORS MEETINGS

During the year, One Meeting of Independent Director's was convened and held on 14th August, 2018. The independent directors have handed over the proceedings of the meeting to the Managing Director of the Company:

ATTENDANCE
Date of meeting Mr. Ashish Jain Ms. Kavita Verma
14.08.2018

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 fulfil all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

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'.

EVALUATION OF THE BOARD'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.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo 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.

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 along with 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, 2019.

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not having any Subsidiary, Joint venture or Associate Company during the year under review.

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.

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.

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 in Form No. MGT-9 is given in ‘Annexure V'.

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.

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.

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.

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 their relatives 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 2017-18 were mainly 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--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 formalised 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 organisation. Directors are overall responsible for identifying, evaluating and managing all significant risks faced by the Company.

POLICY ON DIRECTORS' APPOINTMENT ANDREMUNERATION

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 Sub-Section (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 there under & 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.

NOIMNATION 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

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Work place and an Internal Complaints Committee (ICC) has been constituted thereunder.

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.

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 VI'.

ANNUAL LISTING FEE

The Company has paid the Annual Listing fee for the financial year 2018-19 to BSE Limited.

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 Crore 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.

AUDITORS' & THEIR REPORTS

The Notes on Accounts and the observations of the Auditors in their Report on the Accounts of the Company are self explanatory and in the opinion of the Directors, do not call for any clarifications.

AUDITORS:

(A) STATUTORY AUDITORS

M/s V. R. Bansal & Associates, Chartered Accountants, (FRN 016534N), the Auditors of the Company who would retire at the ensuing Annual General Meeting offer themselves for reappointment for a term of five years i.e. from the conclusion of Twenty Fifth Annual General Meeting till the conclusion of Thirtieth Annual General Meeting.

M/s V. R. Bansal & Associates, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2019-2020 to 2024-2025, their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013. You are requested to appoint Auditors and to fix their remuneration.

The notes to the accounts referred to the Auditor's Report are self-explanatory and therefore do not call for any further comments.

(B) STATUTORY AUDITORS REPORT

There are no qualifications or adverse remarks in the Auditors' Report as on 31st March, 2019 which requires any clarification/ explanation.

The Notes on financial statements are self-explanatory, 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 2018-19 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:

• Evaluate 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.

(D) SECRETARIAL AUDITOR AND SECRETARIAL AUDITREPORT

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 2017-18. The Report given by him for the said financial year in the prescribed form No: MR 3 is annexed to this report as "Annexure-VII". The observations of the Statutory Auditor in their report are self explanatory and have not shown any adverse remark.

(C) COST AUDIT

The Cost Audit is not applicable on your Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The notes on account referred to in Auditor's Report are self-explanatory and, therefore, do 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.

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.

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-VIII".

DEPOSITS

The Company has not accepted any deposits during the year under report.

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 2019-20 to National Securities Depository Limited and Central Depository Services (India) Limited on the basis of beneficial accounts maintained by them as on 31st March 2019.

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. Subsequent to the order of Hon'ble High Court, the capital of the company was reduced w.e.f 29th August 2016. The Company got the listing approval for reduced share capital from BSE on 01st October 2018.

c) As of now the Company is suspended due to penal reasons the applied for revocation of suspension which is under process.

d) Company was earlier listed on Ahemdabad Stock Exchange, which has been derecognized by SEBI and as of now the shares of the Company are listed only on BSE Limited

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.

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.

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: 30/08/2019 Satya Bhushan Jain Vishwa Bandhu Saluja
Place: Delhi Whole Time Director Director
DIN: 00106272 DIN: 00106296

   

B J Duplex Boards Ltd Company Background

Incorporation Year1995
Registered OfficeH No 83 T/F,Chawri Bazar
Delhi,Delhi-110006
Telephone91-11-25713399,Managing Director
Fax91-11-25754146
Company SecretaryDivya Mittal
AuditorV R Bansal & Associates
Face Value1
Market Lot1
ListingBSE,Kolkata,
RegistrarBeetal Fin.&Computer Ser.P Ltd
Beetal House 3rd Flr,Behind Local Shp Cen,Nr Dada Harsukh Das ,New Delhi - 110062

B J Duplex Boards Ltd Company Management

Director NameDirector DesignationYear
Ashish Jain Independent Director 2019
Vasudha Jain Addtnl Independent Director 2019
Divya Mittal Company Secretary 2019
Sudhanshu Saluja Additional Director & CFO 2019
Pankaj Jain Whole-time Director 2019

B J Duplex Boards Ltd Listing Information

B J Duplex Boards Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Duplex Board MT 0000.10019
Others NA 0000
Commission NA 0000

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