A Oneindia Venture

Directors Report of BJ Duplex Boards Ltd.

Mar 31, 2025

Your Board of Directors take pleasure in presenting the 31st Annual Report on the business performance and operations of the Company along with the Audited Financial Statements of the Company for the financial year ending March 31, 2025.

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and the provisions of the Companies Act, 2013 (“Act”).

The Financial Results for the year under review are summarized as under:

(Rs. In Thousands)

PARTICULARS

F.Y. 2024-25

F.Y. 2023-24

Total Income

-

865.64

Total Expenditure

2,123.43

8,312.76

Profit/(loss) before tax and Exceptional item

(2,123.43)

(7,447.12)

Less: Exceptional item

-

-

Profit before tax

(2,123.43)

(7,447.12)

Less: Current Tax

-

-

Less: Deferred tax

-

-

Profit (Loss) for the period

(2,123.43)

(7,447.12)

Earnings per share

Basic

(0.43)

(1.51)

Diluted

(0.43)

(1.51)

For further details, kindly refer to the Financial Statements forming part of this report.

STATE OF COMPANY’S AFFAIRS, PERFORMANCE AND FUTURE OUTLOOK

During the year under review, the Company did not engage in any business activities as the adverse market conditions continued to impact the operations of the Company. However, the Board will continue to review the situation and explore opportunities as they arise.

The amount of total expenditure including professional and other expenses sums out to be Rs. 2,123.43 Thousand. Therefore, the Loss before and after tax, for the year under review, stood at Rs. 2,123.43 Thousand as compared to the Rs. 7,447.12 Thousand, incurred in the previous Financial Year 2023-24.

PREFERENTIAL ISSUE, SUBSEQUENT OPEN OFFER AND CONSEQUENT RECLASSIFICATION OF SHAREHOLDERS

The shareholders of the Company on recommendation of the Board of Directors of the Company, vide

Special Resolution passed through postal ballot on March 26, 2025 had approved the issue and allotment of up to 1,41,00,000 (One Crore Forty One Lakhs) Equity Shares of face value of Re. 1/- (Rupee One Only) each fully paid up to persons belonging to Non-Promoter Category for cash consideration on preferential basis, at an issue price of Re. 1/- (Rupee One Only) each, in accordance with the provisions of Chapter V of SEBI (Issue of Capital & Disclosure) Regulations, 2018 (“SEBI ICDR Regulations”). The names of the allottees are as under:

S.no

Name

No. of Equity Shares

1

Mr. Mayank Gupta

25,00,0000

2

Prabhatam Investments Private Limited

1,06,00,000

3

Mr. Sandesh Jaju

10,00,000

Total

1,41,00,000

Pursuant to the approval of the Board of Directors of the Company for the said preferential issue in their meeting held on February 20, 2025, the requirement of making an Open Offer by Prabhatam Investments Private Limited and Mayank Gupta (belonging to Public category and hereinafter referred to as the Acquirers) for acquiring upto 49,47,410 (Forty Nine Lakhs Forty Seven Thousand Four Hundred Ten) Equity Shares of Re. 1 each (Rupee One only) representing 26% of emerging Equity Shares and voting share capital of the Company at an offer price of Re. 1 (Rupee One only) per fully paid up Equity Shares, was triggered in terms of Regulation 3(1) and Regulation 4 of the Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeover) Regulations, 2011.

(Emerging Equity and Voting Share Capital means 1,90,28,500 (One Crore Ninety Lakhs Twenty Eight Thousand Five Hundred) fully paid up Equity Shares of the face value of Re. 1 each (Rupee One only) of the Company being the capital post allotment of 1,31,00,000 (One Crore Thirty One Lakhs) Equity Shares to the Acquirers and 10,00,000 to the public category investors on preferential basis).

Consequently, detailed public announcement was made by the Acquirers in respect of the aforesaid Open Offer, on February 20, 2025.

The Board of Directors in its meeting held on May 22, 2025, allotted 1,41,00,000 (One Crore Forty One Lakhs) Equity Shares of face value of Re. 1/- (Rupee One Only) each fully paid up to aforesaid allottees, on preferential basis. Consequently, upon completion of the said allotment, the persons forming part of Promoter and Promoter Group category were reclassified to Public category w.e.f. May 22, 2025, pursuant to the Open Offer made by the Acquirers in terms of the provisions of Regulation 3(1) and Regulation 4 of the Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeover) Regulations, 2011.

Further, the Board of Directors of the Company appointed Mr. Mayank Gupta and Mr. Subhash Sahu on the Board pursuant to which they have acquired control and management over the Company. Subsequent to the aforesaid reclassification, all the erstwhile promoters from the Promoter and Promoter Group category have been reclassified to the Public category and following persons have become members of the Promoter and Promoter Group of the Company:

S. No.

Name

Category

No. of Shares

%

1

Prabhatam Investments Private Limited

Promoter

1,06,00,000

55.71

2

Mr. Mayank Gupta

Promoter

Group

25,00,000

13.14

Total

1,31,00,000

68.84

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AS REQUIRED UNDER REGULATION 32 (7A) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The funds raised through issuance of 1,41,00,000 (One Crore Forty One Lakhs) Equity Shares of Re. 1 each (Rupees One only) on private placement basis, have been utilized as per the objects / purpose of such issue as stated in the Explanatory statement of the Notice of postal ballot completed on March 26, 2025. Further, there is no deviation or variation therefrom.

The details of amount as per Object of Issue and utilization of proceeds as on the date of this report are as follows:

Purpose

Amount raised as per Offer Document/ explanatory statement attached to Postal Ballot Notice (in Rs.)

Amount Utilized (in Rs.)

Working Capital Requirements and

1,05,75,000

Nil

General Corporate Purpose

35,25,000

Nil

TOTAL

1,41,00,000

Nil

The Company had raised funds through a preferential issue. As on date, the said funds have not been utilised for the stated objects of the issue, as the Company has not received suitable opportunities for deployment.

SHARE CAPITAL(a) Authorised Share Capital:

The Authorised Share Capital of the Company as on March 31, 2025, stands at Rs. 12,00,00,000 (Rupees Twelve Crore Only) divided into 12,00,00,000 (Twelve Crore) Equity Shares of Re. 1/- each (Rupee One only). During the year, there has been no change in the Authorized Share Capital of the company.

(b) Issued Share Capital

As on March 31, 2025, the issued Share Capital stands at Rs. 51,81,200 (Rupees Fifty One Lakh Eighty One Thousand Two Hundred only) divided into 51,81,200 (Fifty One Lakh Eighty One Thousand Two Hundred) Equity Shares of Re.1 each (Rupee One only).

Further, after the close of financial year ended March 31, 2025, the issued share capital of the Company has been increased to Rs. 1,90,28,500 (Rupees One Crore Ninety Lakh Twenty Eight Thousand Five Hundred only) divided into 1,90,28,500 (One Crore Ninety Lakh Twenty Eight Thousand Five Hundred) Equity Shares of Face Value of Re. 1/- each (Rupee One only).

(c) Subscribed and Paid -Up Share Capital

As on March 31, 2025,the subscribed and paid-up Share Capital stands at Rs. 51,81,200 (Rupees Fifty One Lakh Eighty One Thousand Two Hundred only) divided into 51,81,200 (Fifty One Lakh Eighty One Thousand Two Hundred) Equity Shares of Re. 1 each (Rupee One only) including Rs. 2,52,700 (Rupees Two Lakh Fifty Two Thousand Seven Hundred only) on account of 2,52,700 (Two Lakh Fifty Two Thousand Seven Hundred ) forfeited Equity Shares of Re. 1 each (Rupee One only) and remaining Rs. 49,28,500/- (Rupees Forty Nine Lakh Twenty Eight Thousand Five Hundred only) divided into 49,28,500 (Forty Nine Lakh Twenty Eight Thousand Five Hundred ) Equity Shares of Re. 1/ each (Rupee One Only). During the year under review there is no change in subscribed and paid up share capital of the Company.

Further, after the close of financial year ended March 31, 2025, the subscribed and paid up share capital of the Company has been increased to Rs. 1,90,28,500 (Rupees One Crore Ninety Lakh Twenty Eight Thousand Five Hundred only) divided into 1,90,28,500 (One Crore Ninety Lakh Twenty Eight Thousand Five Hundred) Equity Shares of Face Value of Re. 1/- each (Rupee One only).

(d) Issue of Shares with Differential Rights

The Company has not issued any shares with Differential Rights during the year under review.

(e) Issue of Sweat Equity Share and/or Employee Stock Options

The Company has not issued any Sweat Equity shares and/or Employee Stock Options during the year under review.

ANNUAL RETURN

As required under Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Company’s website at: https://www.bjduplexboard.com/investor-relations.

BOARD MEETINGS

During the year, 8 (Eight) Board Meetings were held on the following dates, in compliance with the requirements of the Act & Secretarial Standards issued by the Institute of Company Secretaries of India:

The schedule of Board Meetings is fixed in advance and circulated to all Directors. The agenda papers with explanatory notes are provided to the Board members prior to each meeting. The interval between two meetings remained within the limits prescribed under the Act. The Board also reviews, on a periodic basis, the compliance reports relating to all applicable laws of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT: -

As required under Section 134(3)(c) of the Act, your Directors state that:

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

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

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going-concern basis;

e. the proper internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

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

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

In compliance with the provisions of Section 178 of the Act, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

It establishes a structured framework for the nomination, evaluation, and remuneration of the Company’s Directors and Senior Management Personnel of the Company. The core objective of the NRC Policy is to attract, retain, and reward most qualified and skilled talent capable of driving long-term growth and success of the Company.

During the year under review, there has been no change to the said Policy. The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link: https://www.biduplexboard.com/investor-relations.

AUDITORSStatutory Auditor

M/s. V. R. Bansal & Associates, Chartered Accountants, (FRN 016534N), were appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting of the Company held on, September 30, 2024, for a second term of 5 (five) consecutive years i.e. till the conclusion of the 35th Annual General Meeting.

The Auditors’ Report as issued by M/s. V. R. Bansal & Associates for the year ended March 31, 2025 is annexed to this annual report is self- explanatory, requires no comments from the Directors. Further, there are no reservations, qualifications, disclaimers or adverse remarks in the Audit Reports issued by them in respect of the Financial Statements of the Company for the year ended March 31, 2025.

Secretarial Auditor

M/s. Parveen Rastogi & Co., Practicing Company Secretary having COP No. 26582 and Membership No. F4764 were appointed by the Board of Directors as the Secretarial Auditor ofthe Company for the financial year under review pursuant to Section 204 of the Act. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the financial year 2024-25 is annexed as ‘Annexure A’ and forms part of this report.

Further, there are no reservations, qualifications, disclaimers or adverse remarks in the Report of Secretarial Auditor for the year ended March 31, 2025.

Further, the Board of Directors of the Company at their Board Meeting held on July 14, 2025, approved the appointment M/s. Mukesh Agarwal & Co., Company Secretaries, a Peer Reviewed Firm, having Firm Registration No. 1875/2022 as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years commencing from the financial year 2025-26 to 2029-2030, subject to the approval of the shareholders of the Company at the ensuing AGM.

Internal Auditor

The Internal Auditor of the Company, M/s G. M. & Co., Chartered Accountants who were appointed for the financial year 2024-25 in accordance to Section 138 of the Act read with Companies (Accounts) Rules, 2014, carried out the roles and responsibilities which are as follows:

• Evaluated and provided reasonable assurance that risk management, control, and governance systems are functioning as intended and will enable the organization’s objectives and goals to be met.

• Reported risk management issues and internal controls deficiencies identified directly to the audit committee and provided recommendations for improving the organization’s operations, in terms of both efficient and effective performance.

• Evaluated information security and associated risk exposures.

• Evaluated regulatory compliance program with consultation from legal counsel.

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

In terms of Section 134 (3) (ca) of the Act, there is no fraud reported by the Statutory Auditors and the Secretarial Auditor specified under sub- section (12) of Section 143 of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, details of which are required to be mentioned in the Director’s Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186 OF THE ACT

Pursuant to Section 134(3)(g) of the Act, there were no Loans, Guarantees, Securities provided and Investments made under the provisions of Section 186 of the Act, during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

All related party transactions that were entered by the Company during the financial year 2024-25 were on arm’s length basis and in ordinary course of business. Further, there were no material related party transaction entered during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

There are no materially significant related party transactions during the year under review which may have a potential conflict with the interest of the Company at large.

Reference for the Members is invited to the note no. 16 of the Financial Statements, which sets out the related party disclosures as per the IND-AS 24.

RESERVES:

During the year under review, no amount has been transferred to the Reserve of the Company. DIVIDEND

Due to ongoing financial constraints and uncertain business environment, the Board of Directors has deemed it prudent not to recommend any dividend for the year under review.

The provisions regarding the formulation of Dividend Distribution Policy were not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments affecting the financial position of the Company happening between the end of the Financial Year 2024-25, to which the Financial Statements relate, and the date of this Report.

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

The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as follows:

(A)CONSERVATION OF ENERGY

1.

the steps taken or impact on conservation of energy

Not applicable as the Company has not carried out any

business activity during the reporting period.

2.

the steps taken by the Company for utilizing alternate sources of energy

3.

the capital investment on energy conservation equipment

(B) TECHNOLOGY ABSORPTION

(i) the efforts, made towards technology absorption: Not applicable as the Company has carried out any business activity during the reporting period.

(ii) the benefits derived like product improvement, cost reduction, product development, import substitution: Not applicable as the Company has carried out any business activity during the reporting period.

(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year): Not applicable as the Company has carried out any business activity during the reporting period.

(a) Details of technology imported: N.A.

(b) Year of import: N.A.

(c) Whether the technology been fully absorbed: N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefor: N.A. and

(iv) Expenditure incurred on Research and Development: Not applicable as the Company has carried out any business activity during the reporting period.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company neither had any Foreign exchange earnings nor incurred any Foreign Exchange Expenditure.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY IN TERMS OF SECTION 134(3)(n) OF THE ACT

Pursuant to provisions of the Act, your Company has formulated and adopted a Risk Management Policy that covers a formalized Risk Management plan for risk identification, classification, evaluating, monitoring, review and mitigation of different risks associated with the Company. The Board of Directors following the mechanism provided in the Policy, oversees the risk management processes with respect to all probable risks that the Company could face such as strategic, financial, liquidity, security including cyber security, regulatory, legal, reputational and other risks. There are no elements of risk which in the opinion of the Board may threaten the existence of the Company and the Policy contains requisite details for identification of such kind of risk, if any. A detailed statement indicating development and implementation of a Risk Management Policy of the Company, including identification of various elements of risk, is appearing under the Management Discussion and Analysis Report.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act were not applicable to the Company, during the period under review.

MANNER OF FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Act, the Board, in consultation with its Nomination & Remuneration Committee, the Company has put in place a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of Directors of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, the following is the criteria for evaluation: -

a) Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

vii. Engagement in Corporate Governance, ethics and compliance with the Company’s code of conduct.

b) Criteria for evaluation of the Board Committees:

i. Appropriateness of size and composition

ii. The Frequency of Meetings

iii. Quantum of Agenda

iv. Administration of Meetings

v. Flow and quantity of Information from the Management to the Committee

vi. Role of Committees.

vii. Contribution to the decision-making process of the Board.

c) Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision-making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies as per Chart given in the Nomination and Remuneration Policy and contribution to strategy formulation

v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

vi. The evaluation of independent directors shall be done by the entire board of directors (excluding those being evaluated) which shall include: -

(a) Performance of the directors; and

(b) fulfillment of the independence criteria as specified in the Companies Act, 2013 and Listing Regulations and their independence from the management.

Provided that in the above evaluation, the directors who are subject to evaluation shall not participate.

Pursuant to the provisions of the Act and the corporate governance requirements prescribed under the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, and that of its Committees and Individual Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members. Further, The Board and the Nomination Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria mentioned above.

Evaluation of Independent Director was carried out by the entire Board of Directors of the Company except the Director getting evaluated.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the feedback received from the Directors on the performance of the Board, its Committees and Individual Directors were also discussed. The Board was satisfied with outcome of the overall performance evaluation.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE FINANCIAL YEAR UNDER REVIEW

The Company does not have any Subsidiary Company, Associate Company or a Joint Venture during the reporting period. Further, no company has become or ceased to be the Company’s Subsidiary or Associate during the year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS & ITS ADEQUACY

Your Company has in place an adequate internal financial control framework with reference to financial and operating controls thereby ensuring orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Company has also in place Internal control system which is supplemented by an extensive program of internal audits and their review by the management. The internal audit function is carried out by professional external audit firm, who conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis.

During the Financial Year 2024-25, such controls were tested and no reportable material weakness in the design or operation was observed.

The Board of Directors have in the Directors Responsibility Statement confirmed the same to this effect.

CHANGE IN THE NATURE OF COMPANY’S BUSINESS

There is no change in the nature of Company’s business during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board represents an optimal mix of professionalism, knowledge and experience and enables the Board to discharge its responsibilities and provide effective leadership to the business. The Board of your Company comprises highly experienced persons of repute, eminence and has a good and diverse mix of Executive and Non-Executive Directors. The Board composition is in conformity with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended from time to time. As on March 31, 2025, the Board comprised of 4 Directors out of which 2 are Women Independent Directors and remaining 2 are Executive Director.

The Directors in the Company as on 31.03.2025 are as follows: -

Sr. No.

DIN

Name of Director

Designation

1.

10601570

Mrs. Priyanka Pathank

Independent Director

2.

08438613

Mrs. Vasudha Jain

Independent Director

3.

03267887

Mr. Sudhanshu Saluja

Executive Director

4.

00106272

Mr. Satya Bhushan Jain

Whole time Director

Induction to the Board:

Following Directors were inducted to the Board during the year and till the date of this meeting.

• Ms. Vasudha Jain (DIN: 08438613) was appointed as an Independent Director of the Company, not liable to retire by rotation, by the shareholders vide its resolution passed at its 30th Annual General Meeting held on September 23, 2024, with effect from September 30, 2024 for a second term of consecutive 5 years.

• Ms. Priyanka Pathak (DIN: 10601570), was appointed as Additional Director (Independent) by the Board of Directors w.e.f. December 19, 2024, not liable to retire by roattion, for the first term of 5 consecutive years. The appointment of Ms. Pathak as Independent Director of the Company for the aforesaid term, has been recommended to the Members of the Company for their approval at the ensuing Annual General Meeting.

• Mr. Mayank Gupta (DIN: 03601839), was appointed as Additional Director (Whole-time Director) by the Board of Directors w.e.f. May 22, 2025 for a term of 5 consecutive years. The appointment of Mr. Gupta as Whole Time Director, liable to retire by rotation, for the aforesaid term, has been recommended to the Members of the Company for their approval at the ensuing Annual General Meeting.

• Mr. Subhash Sahu (DIN: 08825039), was appointed as Additional Director (Non Executive Non Independent Director) by the Board of Directors w.e.f. May 22, 2025. The appointment of Mr. Sahu as Non Executive Non Independent Director, liable to retire by rotation, with effect from May 22, 2025, has been recommended to the Members of the Company for their approval at the ensuing Annual General Meeting.

• Mr. Mukesh Puniani (DIN: 10009156), was appointed as Additional Director (Independent) by the Board of Directors w.e.f. August 30, 2025, not liable to retire by rotation, for a term of 5 consecutive years. The appointment of Mr. Puniani as an Independent Director for the aforesaid term, has been recommended to the Members of the Company for their approval at the ensuing Annual General Meeting.

In the opinion of the Board, the Independent Directors of the Company who were appointed during the financial year are the person of integrity and possess requisite expertise, skills and experience (including the proficiency) required for their role as well as fulfils the conditions specified under the Act read with the Rules and Schedule IV made thereunder along with the applicable provisions of Listing Regulations and are independent from Management of the Company. The Independent Directors bring with them the core competencies, attributes and skills which will be of immense benefit to the Company.

Re-appointment of Directors retiring by rotation:

None of the Directors of the Company are eligible to retire by rotation at the ensuing Annual General Meeting of the Company.

Cessation of Directors:

During the year under review and as on the date of this report, Mr. Satya Bhushan Jain (DIN: 00106272) has resigned as the Whole Time Director of the Company w.e.f. May 22, 2025, Ms. Vasudha Jain (DIN: 08438613) has resigned as Non-Executive and Independent Director w.e.f. August 30, 2025, Mr. Ashish Jain (DIN: 03031419) has resigned as Non-Executive and Independent Director w.e.f. September 27, 2024 and Mr. Sudhanshu Saluja (DIN: 03267887) has resigned as Executive Director w.e.f. May 22, 2025. The Board places on record their sincere appreciation for the contributions made by them as Members of the Board during their tenure.

KEY MANAGERIAL PERSONNEL (KMP)

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 2013 of the Companies Act, 2013 as on 31.03.2025 are as follows : -

Sr. No.

Name of KMP

Designation

1.

Mr. Satya Bhushan Jain

Whole-time Director

2.

Mr. Sudhanshu Saluja

Executive Director and Chief Financial Officer

3.

Ms. Divya Mittal

Company Secretary & Compliance Officer

Appointment of KMP:

During the year under review and as on the date of this report, on the recommendation of Nomination and Remuneration Committee (‘NRC’), the Board of Directors appointed Ms. Kavita Bisht as Company Secretary and Compliance Officer of the Company w.e.f. May 30, 2025, at its meeting held on the May 29, 2025.

Further, the Board of Directors appointed Ms. Pooja as Company Secretary and Compliance Officer of the Company and Mr. Pramod Verma as Chief Financial Officer of the Company w.e.f. August 30, 2025 at its meeting held on the same date based on the recommendation of the NRC.

Cessation of KMP:

During the year under review and as on the date of this report, Mr. Sudhanshu Saluja has resigned as the Executive Director w.e.f. May 22, 2025, Ms. Divya Mittal resigned as the Company Secretary & Compliance Officer w.e.f. May 29, 2025. Further, Ms. Kavita Bisht has resigned as Company Secretary and Compliance Officer w.e.f. August 25, 2025.

The Board places on record their appreciation for the contributions made by Mr. Sudhanshu Saluja, Ms. Divya Mittal and Ms. Kavita Bisht during their tenure in the Company.

INDEPENDENT DIRECTORS’ DECLARATION

The Independent Directors of the Company have confirmed the following:

• they meet the criteria of independence as prescribed under the provisions of the Act, read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and applicable provisions of the Listing Regulations.

• they have registered themselves on the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs and

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company. Further, the Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

DECLARATIONS ON COMPLIANCE WITH CODE OF CONDUCT BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and with the highest standards of business ethics. Company’s Code of Ethics is intended to provide guidance and help in recognizing and dealing with ethical issues, mechanisms to report unethical conduct and to help foster a culture of honesty and accountability. The Board has adopted a Code of Conduct for Directors, Senior Management and other Employees of the Company.

The Declaration by the Whole Time Director of the Company stating that members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management is annexed to this report as ‘Annexure B’.

BOARD DIVERSITY

Your Company recognizes that Board diversity is a pre-requisite to meet the challenges of globalization, ever evolving technology and balanced care of all stakeholders and therefore, has appointed Directors from diverse backgrounds including Women Director. The Board of your Company comprises highly experienced persons of repute, eminence and has a good and diverse mix of Executive and Non-Executive Directors.

The Company has Policy on Board Diversity in place, which is available on the website of the Company at https://www.biduplexboard.com/investor-relations/

DEPOSITS

During the reporting period, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details

of deposits not in compliance with Chapter V of the Act, are not applicable.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

Except as provided in this Report, the Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future.

DISCLOSURE AS TO COST RECORDS

The Company does not fall within the purview of Section 148 of the Companies Act, 2013, and hence, it is not required to maintain any cost records for the financial year 2024-25 and accordingly such accounts and records are not maintained by the Company.

DISCLOSURE IN RELATION TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules made thereunder.

Since the Company does not fall within the threshold limits prescribed under the POSH Act, it has not constituted an Internal Complaints Committee (“ICC”). Nevertheless, the Company remains committed to providing a safe working environment for all its employees.

The details w.r.t. complaints under the POSH Act are as follows:

a) number of complaints of sexual harassment received in the year: Nil

b) number of complaints disposed off during the year: Nil

c) number of cases pending for more than ninety days Nil

STATEMENT W.R.T. COMPLIANCE WITH THE PROVISION RELATING TO MATERNITY BENEFIT ACT, 1961

Since there is only one employee in the Company, the Company is not require to comply with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application has been made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

CORPORATE GOVERNANCE

Your Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27R clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the Listing Regulations dealing with Corporate Governance conditions, as its paid up equity share capital is less than Rs. 10 Crores and Net Worth is not exceeding Rs. 25 Crores, as on the last day of the previous financial year.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

There is no demat suspense account/unclaimed suspense account of the Company because such a requirement never got necessitated in relation to the shares of the Company. As such, the information in this regard is nil.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

Regulation 34 (2) (f) of the Listing Regulations is not applicable to the Company being not among top 1000 listed entities based on market capitalization as on March 31, 2024 or December 31, 2025. Accordingly, the Company is not required to submit the Business Responsibility and Sustainability Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Listing Regulations is presented in a separate section as ‘Annexure C’, forming part of this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMPs/EMPLOYEES: -

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format hereunder:

Rule

Particulars

(i)

The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25

Name of Director

Ratio

Mr. Satya Bhushan Jain (Whole Time Director)

Nil

Mr. Sudhanshu Saluja

Nil

Mr. Ashish Jain

Nil

Ms. Vasudha Jain

Nil

(ii)

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2024-25

Name of Director/KMP

Percentage

Increase

Mr. Satya Bhushan Jain (Whole Time Director)

Nil

Mr. Sudhanshu Saluja

Nil

Mr. Ashish Jain

Nil

Ms. Vasudha Jain

Nil

Ms. Divya Mittal

17.07%

(iii)

The percentage increase in the median

remuneration of employees in the financial year 2024-25.

Nil

(iv)

The number of permanent employees on the rolls

of the Company.

Nil

(v)

Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification

thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

Not Applicable to the Company, as all the employees are under Managerial cadre.

Vi

Affirmation that the remuneration is as per the remuneration policy of the company.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report is being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, any member interested in obtaining a copy thereof may write to the Company Secretary and Compliance Officer of the Company at [email protected] .

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

• Female: 1

• Male: 0

• Transgender: 0

COMMITTEES OF BOARD

Pursuant to requirement under Act and Listing Regulations, the Board of Directors has constituted three Committees of Board i.e., Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

The Company has also constituted two voluntary Committees which are Preferential Issue Committee and Committee of Independent Directors.

AUDIT COMMITTEE

Your Directors wish to inform you that in Compliance with Section 177 of the Act, an Audit Committee of the Board is duly constituted. The Audit Committee as on the date of this report comprises of the following Directors: -

Sr. No.

Name of the Director

Designation

1

Ms. Priyanka Pathak

Non-Executive Independent Director, Chairperson

2

Mr. Mukesh Puniani

Non-Executive Independent Director, Member

3

Mr. Subhash Sahu

Non-Executive Director, Member

During the financial year and as on the date of report following directors were appointed / ceased to be Chairman / Member of the Audit Committee:

- Ms. Priyanka Pathak, was appointed as Chairperson of the Audit Committee w.e.f. December 19, 2024

- Mr. Mukesh Puniani, was appointed as Member of the Audit Committee w.e.f. August 30, 2025

- Mr. Subhash Sahu, was appointed as Member of the Audit Committee w.e.f. May 22, 2025

- Mr. Ashish Jain, ceased to be Chairman of the Audit Committee w.e.f. September 27, 2024

- Ms. Vasudha Jain, ceased to be Member of the Audit Committee w.e.f. August 30, 2025

- Mr. Sudhanshu Saluja, ceased to be Member of the Audit Committee w.e.f. May 22, 2025

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

AUDIT COMMITTEE MEETING

The primary objective of the Committee is to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee met six times during the year under review.

During the financial year 2024-25, Six (6) meetings of the Audit Committee were held, details of the same are under:

Date of meeting

Total Number of Members

as on the date of meeting

Attendance

Number of Members Attended

% of

Attendance

28.05.2024

3

3

100

12.08.2024

3

3

100

27.09.2024

2

2

100

14.11.2024

2

2

100

19.12.2024

3

3

100

13.02.2025

3

3

100

NOMINATION & REMUNERATION COMMITTEE

In terms of the provisions of Section 178 (1) of the Act, Nomination & Remuneration Committee (‘NRC’) of the Board is duly constituted. As on the date of this report, the Committee comprised of the following Directors: -

Sr. No.

Name of the Director

Designation

1

Ms. Priyanka Pathak

Non-Executive Independent Director, Chairperson

2

Mr. Mukesh Puniani

Non-Executive Independent Director, Member

3

Mr. Subhash Sahu

Non-Executive Director, Member

During the financial year and as on the date of report following directors were appointed / ceased to be Chairman / Member of the NRC:

- Ms. Priyanka Pathak, was appointed as Chairperson of the NRC w.e.f. December 19, 2024

- Mr. Mukesh Puniani, was appointed as Member of the NRC w.e.f. August 30, 2025

- Mr. Subhash Sahu, was appointed as Member of the NRC w.e.f. May 22, 2025

- Mr. Ashish Jain, ceased to be Chairman of the NRC w.e.f. September 27, 2024

- Ms. Vasudha Jain, ceased to be Member of the NRC w.e.f. August 30, 2025

- Mr. Sudhanshu Saluja, ceased to be Member of the NRC w.e.f. May 22, 2025

During the financial year 2024-25, the Committee met twice. 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

Total Number of Members

as on the date of meeting

Attendance

Number of Members Attended

% of

Attendance

27.09.2024

2

2

100

19.12.2024

3

3

100

In terms of the provisions of Section 178 (5) of the Act, the Stakeholders Relationship Committee (‘SRC’) of the Board is duly constituted. As on the date of this report, the Committee comprised of the following Directors: -

Sr. No.

Name of the Director

Designation

1

Ms. Priyanka Pathak

Non-Executive Independent Director, Chairperson

2

Mr. Mukesh Puniani

Non-Executive Independent Director, Member

3

Mr. Subhash Sahu

Non-Executive Director, Member

During the financial year and as on the date of report following directors were appointed / ceased to be Chairman / Member of the SRC:

- Ms. Priyanka Pathak, was appointed as Chairperson of the SRC w.e.f. December 19, 2024

- Mr. Mukesh Puniani, was appointed as Member of the SRC w.e.f. August 30, 2025

- Mr. Subhash Sahu, was appointed as Member of the SRC w.e.f. May 22, 2025

- Mr. Ashish Jain, ceased to be Chairman of the SRC w.e.f. September 27, 2024

- Ms. Vasudha Jain, ceased to be Member of the SRC w.e.f. August 30, 2025

- Mr. Sudhanshu Saluja, ceased to be member of the SRC w.e.f. May 22, 2025

During the financial year 2024-25, the Committee met twice. The details of the meeting held and attendance of the Members of the Stakeholders’ Relationship Committee are as detailed herein below:

Date of meeting

Total Number of Members

as on the date of meeting

Attendance

Number of Members Attended

% of

Attendance

27.09.2024

2

2

100

19.12.2024

3

3

100

PREFERENTIAL ISSUE COMMITTEE

During the year the Board formed a Preferential Issue Committee for issuance of Equity Shares on preferential basis. Post completion of the issue on May 22, 2025, the committee had ceased to exist. The Committee comprised of the following Directors: -

Sr. No.

Name of the Director

Designation

1

Satyabhushan Jain

Executive Director, Chairman

2

Sudhanshu Saluja

Executive Director, Member

3

Priyanka Pathak

Non-Executive Independent Director, Member

During the financial year 2024-25, the Committee met once. The details of the meeting held and attendance of the Members of the Preferential Issue Committee are as detailed herein below:

Date of meeting

Total Number of Members as on the date of meeting

Attendance

Number of Members Attended

% of

Attendance

24.02.2025

3

3

100

COMMITTEE OF INDEPENDENT DIRECTORS

The Board has formed a Committee of Independent Directors. As on the date of this report, the Committee comprised of the following Directors: -

Sr. No.

Name of the Director

Designation

1

Priyanka Pathak

Chairperson

2

Mukesh Puniani

Non-Executive Independent Director, Member

During the financial year and as on the date of report following directors were appointed / ceased to be Chairman / Member of the Committee of Independent Directors:

- Mr. Ashish Jain, ceased to be Member of the Committee of Independent Directors w.e.f. September 27, 2024.

- Ms. Vasudha Jain, ceased to be Member of the Committee of Independent Directors w.e.f. August 30, 2025.

During the financial year 2024-25, the Committee met once. The details of the meeting held and attendance of the Members of the Committee of Independent Directors are as detailed below:

Date of meeting

Total Number of Members as on the date of meeting

Attendance

Number of Members Attended

% of

Attendance

24.02.2025

2

2

100

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 4(2) of the Listing Regulations, 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 and other policies adopted by the Board. The Whistle Blower Policy is posted on the website of the Company and can be accessed at www.biduplexboard.com

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is following the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

INSIDER TRADING

The Board of Directors of the Company have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The said Code has been posted on the Website of the Company www.biduplexboard.com. Further, the Board has also adopted the Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate relatives in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. These Codes adopted by the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The said codes were duly adhered to during the year under review.

DEMATERIALIZATION OF SHARES

The Company’s equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been

facilitated through an arrangement with NSDL. About 79.56 % of the issued shares of the Company are in dematerialized form as per the latest shareholding pattern of the Company filed for June 2025 quarter. M/s. Beetal Financial & Computer Services Private Limited, New Delhi are acting as the Registrar and Share Transfer Agents acts as common agency and perform all activities in relation to share transfer facility as maintained by them in terms of Regulation 7 (2) of Listing Regulations.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion and Analysis Report describing the Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include the status of the promoters, change in government regulations, tax laws, economic developments within the country and other factors such as litigation and arrangement of funds.

ACKNOWLEDGEMENT:

Your directors wish to place on record their gratitude and sincere appreciation for the assistance and cooperation received from financial institutions, banks, Government authorities, customers, vendors, and members during the year under review.

Your directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.


Mar 31, 2024

Your Directors have pleasure in presenting the Annual Report of the Company on the business and operations of
the Company along with the Audited Financial Statements of the Company for the financial year ended March
31, 2024.

Financial Highlights:

The Financial Results for the year under review are summarized as under:

(Rs. In Thousands)

PARTICULARS

F.Y. 2023-24

F.Y. 2022-23

Total Income

865.64

-

Total Expenditure

8,312.76

381.46

Profit/(loss) before tax and Exceptional item

(7,447.12)

(381.46)

Less: Exceptional item

-

-

Profit before tax

(7,447.12)

(381.46)

Less: Current Tax

-

-

Less: Deferred tax

-

-

Profit (Loss) for the period

(7,447.12)

(381.46)

Earnings per share

Basic

(1.51)

(0.07)

Diluted

(1.51)

(0.07)

For further details, kindly refer to the Financial Statements forming part of this report.

STATE OF COMPANY’S AFFAIRS/ PERFORMANCE

Due to adverse business conditions, the Company has not undertaken any business activity during the year under
review.

The amount of Total Expenditure including professional and other expenses sums out to be Rs. 8,312.76
Thousand. Therefore, the Profit/Loss before and after tax, for the year under review, stood negative at Rs. 7,447.12
Thousand as compared to the loss of Rs. 381.46 Thousand, incurred in the previous Financial Year 2022-2023.

FINANCIAL STATEMENTS

The financial statements have been prepared as per the IND-AS prescribed by the Institute of Chartered
Accountants of India (ICAI).

ANNUAL RETURN

In terms of Section 134 (3)(a) of the Companies Act, 2013 (hereinafter to be referred to as Act) the Annual Return
of the Company as on March 31, 2024, as referred to in sub-section (3) of Section 92 is available on the website
of the Company at
https://www.biduplexboard.com/investor-relations/

NUMBER OF MEETINGS OF BOARD

The information in terms of Section 134(3)(b) of the Act is given below: -

Dates for the Board Meetings are well decided in advance and communicated to the Board and the intervening
gap between the meetings was within the period prescribed under the Companies Act, 2013. The agenda and
explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws
applicable to the Company.

During the year, 6 (Six) Board Meetings were held on the following dates:

Sr. No

Date of Board Meeting

No of Directors eligible
to attend the Meeting

No of Directors attended
Meetings

1

03/05/2023

4

4

2

25/05/2023

4

4

3

10/08/2023

4

4

4

05/09/2023

4

4

5

07/11/2023

4

4

6

05/02/2024

4

4

GENERAL BODY MEETING

During the year under review, the Annual General Meeting of the Company was held on September 30, 2023, for

the Financial Year ended on March 31, 2023.

DIRECTORS’ RESPONSIBILITY STATEMENT: -

As required under Section 134(3)(c) of the Act, your Directors state that:

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

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

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the said Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going-concem basis;

e. the proper internal financial controls to be followed by the Company have been laid down and that such
internal financial controls are adequate and were operating effectively; and

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

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

In terms of Section 134 (3) (ca) of the Companies Act, 2013, there are no frauds reported by auditors under sub¬
section (12) of Section 143 of the Companies Act, 2013, details of which are required to be mentioned in the
Director’s Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies
Act, 2013 in respect of meeting the criteria of independence provided under Section 149(6) of the said Act. The
Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director
in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion
that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible
to act as Independent Directors.

The Board is of the opinion that the Independent directors of the Company possess requisite qualifications, skills,
experience and expertise and that they hold the highest standards of integrity.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, on the
recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection
and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient
features of the Policy are:

i. It lays down the criteria for determining qualifications, competencies, positive attributes and independence for
appointment of a director (executive/non-executive/independent) of the Company;

ii. To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior
Management/Other Employees of the Company; and

iii. Reviewing and approving corporate goals and objectives relevant to the compensation of the executive
Directors, evaluating their performance in light of those goals and objectives and either as a committee or together
with the other independent Directors (as directed by the Board), determine and approve executive Directors’
compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior
Management compensation and recommending incentive-compensation and equity-based plans that are subject
to approval of the Board.

During the year under review, there has been no change to the Policy. The Nomination and Remuneration Policy
of the Company is available on the website of the Company and can be accessed at the following web link:
https://www.biduplexboard.com/investor-relations/.

AUDITORS REPORT

i. Statutory Audit Report: -

M/S V. R. Bansal & Associates, Chartered Accountants, (FRN 016534N), is being re-appointed as
Statutory Auditors of the Company at the ensuing 30th Annual General Meeting scheduled for Monday,
September 30, 2024, for the Second term of 5 (five) consecutive years from the conclusion of this Annual
General Meeting till the conclusion of the 35th Annual General Meeting. The Auditors’ Report being self¬
explanatory, requires no comments from the Directors. Further, there are no reservations, qualifications,
disclaimers or adverse remarks in the Audit Reports issued by them in respect of the Financial Statements
of the Company for the Financial Year 2023-24.

ii. Secretarial Audit Report: -

M/s Parveen Rastogi & Co., Practicing Company Secretary having CP No. 26582 and Membership No.
F4764 was appointed by the Board of Directors as the Secretarial Auditor of the Company for the financial
year under review pursuant to Section 204 of the Companies Act, 2013. The Company has provided all
assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting
their audit. The Report of Secretarial Auditors for the financial year 2023-24 is annexed as ‘
Annexure
A’
and forms part of this report.

The observations of the secretarial auditors in their report are self-explanatory and therefore, the directors
do not have any further comments to offer on the same.

iii. Internal Auditor:-

The internal auditor of the Company is M/s G.M. & Co., Chartered Accountants who was appointed for
the financial year 2023-24 in accordance to Section 138 of the Companies Act, read with Companies
(Accounts) Rules, 2014 and carried out the roles and responsibilities which are as follows:

• Evaluated and provided reasonable assurance that risk management, control, and governance
systems are functioning as intended and will enable the organization’s objectives and goals to be
met.

• Reported risk management issues and internal controls deficiencies identified directly to the audit
committee and provided recommendations for improving the organization’s operations, in terms
of both efficient and effective performance.

• Evaluated information security and associated risk exposures.

• Evaluated regulatory compliance program with consultation from legal counsel.

iv. Cost Audit:-

The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the
Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Act, there were no Loans, Guarantees and Investments which covered under
the provisions of Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions that were entered by the Company during the financial year 2023-24 were on arm’s
length basis and in ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act,
2013 were not attractive.

Further, there are no materially significant related party transactions during the year under review which may have
a potential conflict with the interest of the Company at large. Thus, the Disclosure in form AOC-2 is not required.
However, the details of all Related Party Transaction have been disclosed in Note 16 of the Financial Statements
of the Company.

RESERVES:

No amount was transferred to the Reserves under the head “Other Equity” in the Balance Sheet during the year
under review.

Further, no amount has been transferred or proposed to be transferred to any other reserves.

DIVIDEND

Considering the financial business and adverse business conditions, your Directors have decided to not to
recommend any amount for declaration of Dividend for the year under review. Hence, information required in
terms of Section 134(3)(k) of the Act is Nil.

The provisions regarding the formulation of Dividend Distribution Policy were not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

There are no material changes or commitments effecting the financial position of the Company happening in
between the end of the Financial Year 2023-24, to which the Financial Statements relate, and the date of this
Report.

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

The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as
follows:

(A) CONSERVATION OF ENERGY

1.

the steps taken or impact on conservation of energy

Not applicable as

2.

the steps taken by the company for utilizing alternate sources of

the Company has

energy

not carried out any

3.

the capital investment on energy conservation equipment

business activity.

(B) TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities. Accordingly, the information
related to technology absorption is not applicable to your Company.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company neither had any Foreign exchange earnings nor incurred any
Foreign Exchange Expenditure.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY IN TERMS OF SECTION 134(3)(n) OF THE ACT

Pursuant to provisions of the Companies Act, 2013, your Company has formulated and adopted a Risk
Management Policy that covers a formalized Risk Management Structure, along with other aspects of Risk
Management i.e. Credit Risk Management, Operational Risk Management, Market Risk Management and
Enterprise Risk Management. The Risk Management Policy approved by the Board acts as an overarching
statement of intent and establishes the guiding principles by which key risks are managed across the organization.
Directors are overall responsible for identifying, evaluating, and managing all significant risks faced by the
Company.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR IN TERMS
OF SECTION 134(3)(o) OF THE ACT: -

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
provisions of Section 135 of the Companies Act, 2013 are not applicable to our Company.

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF
THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS
BEEN MADE IN TERMS OF SECTION 134(3)(p) OF THE ACT READ OVER WITH RULE 8(4) OF
THE COMPANIES (ACCOUNTS) RULES, 2014: -

Pursuant to the applicable provisions of the Companies Act, 2013, the Board, in consultation with its Nomination
& Remuneration Committee, has put in place a framework containing, inter-alia, the criteria for performance
evaluation of the entire Board of Directors of the Company, its Committees and Individual Directors, including
Independent Directors. Accordingly, the following is the criteria for evaluation: -

a) Criteria for evaluation of the Board of Directors as a whole:

i. The Frequency of Meetings

ii. Quantum of Agenda

iii. Administration of Meetings

iv. Flow and quantity of Information from the Management to the Board

v. Number of Committees and their role.

vi. Overall performance of the Company

vii. Engagement in Corporate Governance, ethics and compliance with the Company’s code of conduct.

b) Criteria for evaluation of the Board Committees:

i. Appropriateness of size and composition

ii. The Frequency of Meetings

iii. Quantum of Agenda

iv. Administration of Meetings

v. Flow and quantity of Information from the Management to the Committee

vi. Role of Committees.

vii. Contribution to the decision-making process of the Board.

c) Criteria for evaluation of the Individual Directors including Independent Directors;

i. Experience and ability to contribute to the decision-making process

ii. Problem solving approach and guidance to the Management

iii. Attendance and Participation in the Meetings

iv. Personal competencies as per Chart given in the Nomination and Remuneration Policy and
contribution to strategy formulation

v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance

vi. The evaluation of independent directors shall be done by the entire board of directors which shall
include: -

(a) Performance of the directors; and

(b) fulfillment of the independence criteria as specified in the Companies Act, 2013 and Listing
Regulations and their independence from the management:

Provided that in the above evaluation, the directors who are subject to evaluation shall not
participate

The performance evaluation of all the Independent Directors shall be done by the entire Board
and while doing so, the Director subject to evaluation shall not participate. On the basis of
performance evaluation done by the Board, it will be determined whether to extend or continue
their term of appointment, whenever their respective term expires.

Moreover, the performance evaluation is also based on the terms as specified by the Nomination
and Remuneration Committee as per the PART D of Schedule II of SEBI (LODR) Regulations,
2015.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AND
THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE
FINANCIAL YEAR UNDER REVIEW

The Company does not have any Subsidiary Company, Associate Company or a Joint Venture. Further, no
company has become or ceased to be the Company’s Subsidiary or Associate during the year under review.

INTERNAL CONTROL SYSTEM & ITS ADEQUACY

There are adequate internal control procedures which commensurate with the size of the Company and nature of
its business for the purchase of inputs, availing of services, fixed assets, for the sale of goods and providing of
services. Full-fledged Internal Audit department carries out pre and post audit of all significant transactions
throughout the year. Based on the Annual Internal Audit program as approved by Audit Committee of Board,
regular internal audits are conducted. The company has also appointed M/s GM & Co., Chartered Accountants,
New Delhi (outsourced) as Internal Auditor before Audit Committee, which reviews and discuss the actions taken
with the Management.

CHANGE IN THE NATURE OF COMPANY’S BUSINESS

There is no change in the nature of Company’s business during the year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR
HAVE RESIGNED DURING THE YEAR

DIRECTORS

The Directors in the Company as on 31.03.2024 are as follows: -

Sr. No.

DIN

Name of Director

Designation

1.

00106272

Mr. Satya Bhushan Jain

Whole Time Director

2.

03031419

Mr. Ashish Jain

Independent Director

3.

03267887

Mr. Sudhanshu Saluja

Director

4.

08438613

Ms. Vasudha Jain

Independent Director

o Mr. Sudhanshu Saluja (DIN: 03267887), who was liable to retire by rotation, is being re-appointed as
Director by the Shareholders in the ensuing Annual General Meeting of the Company scheduled for
September 30, 2024. Further, in accordance with the provisions of the Companies Act, 2013 and Articles
of Association of the Company, Mr. Satya Bhushan Jain (DIN: 00106272), Director of the Company retire
by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Brief Resume and other details relating to the Director who is proposed to be re-appointed on
retirement by rotation in the ensuing Annual General Meeting of the Company, as required to be disclosed
under Regulation 36 of the SEBI (Listing Obligations and Disclosure Regulations forms part of the Notice
of Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMP):

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013
as on 31.03.2024 are as follows: -

Sr. No.

Name of KMP

Designation

1.

Mr. Satya Bhushan Jain

Whole Time Director

2.

Mr. Sudhanshu Saluja

Chief Financial Officer

3.

Ms. Divya Mittal

Company Secretary & Compliance Officer

There was no change (appointment or cessation) in the office of KMPs during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year under review in terms of
Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN
FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or
Tribunal which shall impact the going concern status and Company''s operations in future. As such, the
information in terms of Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014 is nil.

DISCLOSURE AS TO COST AUDIT AND COST RECORDS

The Company does not fall within the purview of Section 148 of the Companies Act, 2013, and hence, it is not
required to appoint a cost auditor and to maintain any cost records for the financial year 2023-2024 and
accordingly such accounts and records are not maintained by the Company.

DISCLOSURE IN RELATION TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Although the provisions related to the constitution of the Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to our
Company, however it may please be noted that there have been no complaints under this Act during the year under
review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016

There are no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 in
relation to the Company and therefore, information as required under Rule 8(5)(xi) of the Companies (Accounts)
Rules, 2014 for the year under review is not applicable to our Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no one time settlement with any Bank or Financial Institution by the Company during the year under
review.

DECLARATIONS ON COMPLIANCE WITH CODE OF CONDUCT BY DIRECTORS AND THE
SENIOR MANAGEMENT PERSONNEL

The Company is committed to conducting its business in accordance with the applicable laws, rules and
regulations and with the highest standards of business ethics. Company’s Code of Ethics is intended to provide
guidance and help in recognizing and dealing with ethical issues, mechanisms to report unethical conduct and to
help foster a culture of honesty and accountability. The Board has adopted a Code of Conduct for Directors, Senior
Management and other Employees of the Company.

The Declaration in terms of Para D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 by the Whole Time Director of the Company stating that members of the Board of Directors
and senior management personnel have affirmed compliance with the code of conduct of board of directors and
senior management is annexed to this report as ‘Annexure B’.

REVIEW OF LEGAL COMPLIANCE REPORTS

During the year, the Board periodically reviewed compliance reports with respect to the various laws applicable
to the Company, as prepared and placed before it by the Management.

SHARE CAPITAL

(A) Authorised Share Capital:

The Authorised Share Capital of the Company as on March 31, 2024, stands at Rs. 1,20,00,000/- (divided
into 1,20,00,000 Equity Shares of Re. 1/- each). During the year, there has been no change in the
Authorized Share Capital of the company.

(B) Issued, Subscribed and Paid -Up Share Capital

The Issued, Subscribed, and Paid-up Share Capital of the Company as on March 31, 2024, stands at Rs.
49,28,500/- (divided into 49,28,500 Equity Shares of Re. 1/ each).

(C) Issue of Shares with Differential Rights

The Company has not issued any shares with Differential Rights during the year under review.

(D) Issue of Sweat Equity Share

The Company has not issued any Sweat Equity shares or Employee Stock Options during the year under
review.

UTILIZATION OF FUNDS

The Company has not raised any funds through issue of any securities during the Financial Year 2023-24.
CORPORATE GOVERNANCE

Your Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dealing with Corporate Governance
conditions, as its equity share capital is less than Rs.10 Crores and Net Worth is not exceeding Rs. 25 Crores, as
on the last day of the previous financial year.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE
ACCOUNT

There is no demat suspense account/unclaimed suspense account of the Company because such a requirement
never got necessitated in relation to the shares of the Company. As such, the information in this regard is nil.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

This is not applicable to our Company as the Company has not entered into any type of agreement as specified
under Clause 5A of paragraph A of part A of Schedule III of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 during the Financial Year 2023-24.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not
applicable to the Company because the Company is not among top 1000 listed entities based on market
capitalization as on 31st March, 2023 who are required to submit the Business Responsibility and Sustainability
Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V
to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is presented in a separate section as
‘Annexure C’, forming part of this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMPs/EMPLOYEES: -

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1), 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are as under:

Rule

Particulars

(i)

The Ratio of the remuneration of each Director to
the median remuneration of the employees of the
Company for the financial year 2023-24

Name of Director

Ratio

Mr. Satya Bhushan Jain
(Whole Time Director)

Nil

Mr. Sudhanshu Saluja

Nil

Mr. Ashish Jain

Nil

Ms. Vasudha Jain

Nil

(ii)

The percentage increase in remuneration of each
Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary in the
financial year 2023-24

Name of Director/KMP

Percentage

Increase

Mr. Satya Bhushan Jain
(Whole Time Director)

Nil

Mr. Sudhanshu Saluja

Nil

Mr. Ashish Jain

Nil

Ms. Vasudha Jain

Nil

Ms. Divya Mittal

Nil

(iii)

The percentage increase in the median
remuneration of employees in the financial year
2023-24.

Nil

(iv)

The number of permanent employees on the rolls
of the company.

Nil

The explanation on the relationship between
average increase in remuneration and Company’s
performance

Not Applicable, since there has been no increase
in the Remunerations

(v)

Average percentile increases already made in the
salaries of employees other than the managerial
personnel in the last financial year and its
comparison with the percentile increase in the
managerial remuneration and justification
thereof and point out if there are any exceptional

Not Applicable to the Company, as all the
employees are under Managerial cadre.

circumstances for increase in the managerial
remuneration

(vi)

The key parameters for any variable component
of remuneration availed by the directors.

Any variable component of remuneration payable
to the Directors is based on the parameters, as
approved by the Board of Directors, on the basis
of the recommendation of the Nomination &
Remuneration Committee of the Board. The said
parameters are set considering the provisions of
applicable regulations, Nomination (including
Boards’ Diversity), Remuneration and Evaluation
Policy of the Company and the respective
resolution(s) of the Members of the Company, as
applicable

(vii)

The ratio of the remuneration of the highest paid
director to that of the employees who are not
directors but receive remuneration in excess of
the highest paid director during the year

During the year under review, there is no
employee in the Company who is not a director
but receives remuneration in excess of the highest
paid director i.e. Whole time Director of the
Company.

(viii)

Affirmation that the remuneration is as per the
remuneration policy of the company

It is hereby affirmed that the remuneration is as
per the Nomination and Remuneration Policy of
the Company.

(ix)

The statement containing particulars of
employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

The information showing names and other
particulars of employees as per Rule 5(2) and 5(3)
of the aforesaid Rules read with Section 197 (12)
of the Act is given in the table below.

Information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid
Rules read with Section 197 (12) of the Act.

Rule 5(2):

Statement showing the names of the top ten employees in

Not Applicable

terms of remuneration drawn and the name of every
employee, who-

(i) if employed throughout the financial year, was in receipt
of remuneration for that year which, in the aggregate, was
not less than one crore and two lakh rupees;

(ii) if employed for a part of the financial year, was in
receipt of remuneration for any part of that year, at a rate
which, in the aggregate, was not less than eight lakh and
fifty thousand rupees per month;

(iii) if employed throughout the financial year or part
thereof, was in receipt of remuneration in that year which,

in the aggregate, or as the case may be, at a rate which, in
the aggregate, is in excess of that drawn by the managing
director or whole-time director or manager and holds by
himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the
company.

Sr.

No.

Information

Details

1

2

3

1

Name of Employee

Mr. Satya Bhushan
Jain

Mr. Sudhanshu
Saluja

Ms. Divya Mittal

2

Designation of the Employee

Whole Time Director

Chief Financial
Officer

Company Secretary
& Compliance
Officer

3

Remuneration Received (Rs.)

Nil

Nil

1,64,000

4

Nature of employment,
whether contractual or
otherwise

Permanent

Permanent

Permanent

5

Qualifications and experience
of the employee

B.Com Graduate

B.Com Graduate

B. Com, LLB and
Company Secretary

6

Date of commencement of
employment

March 13, 1995

May 27, 2021

May 20, 2019

7

The age of such employee

70 Years

39 Years

40 Years

8

The last employment held by
such employee before joining
the company

NA

NA

Omega Brake
Components Private
Limited

9

The percentage of equity
shares held by the employee in
the company within the
meaning of clause (iii) of Rule
5(2)

1.36%

0.83%

Nil

10

Whether any such employee is
a relative of any director or
manager of the company and
if so, name of such director or
manager:

No

No

No

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit Committee,
Nomination & Remuneration Committee and Stakeholders Relationship Committee.

AUDIT COMMITTEE

Your Directors wish to inform you that in Compliance with Section 177 of the Companies Act, 2013, an Audit
Committee of the Board is duly constituted. The Audit Committee as on March 31, 2024 comprises of the
following Directors: -

Sr. No.

Name of the Director

Designation

1.

Mr. Ashish Jain

Non-Executive Independent Director, Chairman

2.

Ms. Vasudha Jain

Non-Executive Independent Director, Member

3.

Mr. Sudhanshu Saluja

Non-Executive Director, Member

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

AUDIT COMMITTEE MEETING

The primary objective of the Committee is to ensure accurate and timely disclosures, with the highest levels of
transparency, integrity and quality of financial reporting. The Committee met four times during the year under
review.

During the financial year 2023-24, Four (4) meetings of the Audit Committee were held, details of the same are
under:

Date of Meeting

Attendance

Mr. Ashish Jain

Ms. Vasudha Jain

Mr. Sudhanshu Saluja

25/05/2023

Yes

Yes

Yes

10/08/2023

Yes

Yes

Yes

07/11/2023

Yes

Yes

Yes

05/02/2024

Yes

Yes

Yes

NOMINATION & REMUNERATION COMMITTEE

In terms of the provisions of Section 178 (1) of the Companies Act, 2013, Nomination & Remuneration Committee
of the Board is duly constituted. As on March 31, 2024 the Committee comprised of the following Directors: -

Sr. No.

Name of the Director

Designation

1.

Mr. Ashish Jain

Non-Executive Independent Director, Chairman

2.

Ms. Vasudha Jain

Non-Executive Independent Director, Member

3.

Mr. Sudhanshu Saluja

Non-Executive Director, Member

The Nomination and Remuneration Committee shall determine qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key
Managerial Personnel and other employees.

During the financial year 2023-24, the Committee met once. The details of the meetings held and the attendance
there at of the Members of the Nomination and Remuneration Committee are as detailed herein below:

Date of Meeting

Attendance

Mr. Ashish Jain

Ms. Vasudha Jain

Mr. Sudhanshu Saluja

10/08/2023

Yes

Yes

Yes

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of the provisions of Section 178 (5) of the Companies Act, 2013, the Stakeholders Relationship
Committee of the Board is duly constituted. As on March 31, 2024 the Committee comprised of the following
Directors: -

Sr. No.

Name of the Director

Designation

1.

Mr. Ashish Jain

Non-Executive Independent Director, Chairman

2.

Ms. Vasudha Jain

Non-Executive Independent Director, Member

3.

Mr. Sudhanshu Saluja

Non-Executive Director, Member

During the financial year 2023-24, the Committee has met once in the year. The details of the meeting held and
attendance there at of the Members of the Stakeholders’ Relationship Committee are as detailed herein below:

Date of Meeting

Attendance

Mr. Ashish Jain

Ms. Vasudha Jain

Mr. Sudhanshu Saluja

07/11/2023

Yes

Yes

Yes

INDEPENDENT DIRECTORS MEETING

During the year, One Meeting of Independent Director’s was convened and held on January 31, 2024. The
Independent Directors have handed over the proceedings of the meeting to the Whole Time Director of the
Company:

Date of Meeting

Attendance

Mr. Ashish Jain

Ms. Vasudha Jain

31/01/2024

Yes

Yes

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the Company has formulated Whistle Blower Policy to deal with instance of
unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct, if any. The details of
the Whistle Blower Policy are posted on the website of the Company.

INDUSTRIAL RELATIONSHIPS: -

Relations between the Management and the employees at all levels have been cordial and the Directors wish to
express their appreciation for the cooperation and dedication of the employees of the Company.

COMPLIANCE WITH LISTING REGULATIONS: -

The equity shares of the company are listed on BSE Limited (BSE). The Company has in place the following
Policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015: -

1. Code for fair disclosure of Unpublished Price Sensitive Information pursuant to Regulation 8(1) of the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

2. Policy on Criteria for determining Materiality of events/information’ under Regulation 30 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company has already paid listing fees for the Financial Year 2023-24 to BSE Limited. The said Fees for the
Financial Year 2023-24 was paid duly within time.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is following the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and approved by the Central Government under Section 118(10) of the Act.

INSIDER TRADING:

The Board of Directors of the Company have adopted the Code of Practices and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information. The said Code has been posted on the Website of the Company
www.biduplexboard.com. Further, the Board has also adopted the Code of Conduct to regulate, monitor and report
trading by Designated Persons and their Immediate relatives in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. The Insider trading Code ofthe company lays down guidelines
and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as
the consequences of violation. The said codes were duly adhered to during the year under review.

DEMATERIALIZATION OF SHARES

The Company’s equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been
facilitated through an arrangement with NSDL. About 18.73 % of the issued shares of the Company are in

dematerialized form as per the latest shareholding pattern of the Company filed for June 2024 quarter. Beetal
Financial & Computer Services Private Limited, New Delhi are acting as the Registrar and Share Transfer Agents
acts as common agency and perform all activities in relation to share transfer facility as maintained by them in
terms of Regulation 7 (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

FINANCIAL STATEMENTS

Annual Report 2023-24 of the Company containing Standalone Balance Sheet, Statement of Profit & Loss, Cash
Flow Statement, other statements and notes thereto, prepared as per the requirements of Schedule III to the
Companies Act, 2013, Directors’ Report (including Management Discussion and Analysis Report) is being sent
via email to all shareholders who have registered their email address(es) with the Depositories/Company. Full
version of the Annual Report 2023-24 is also available for inspection at the Registered office of the Company
during working hours up to the date of ensuing Annual General Meeting (AGM). It shall also be available at the
Company''s website
www.bjduplexboard.com. on the website of the Stock Exchange i.e. BSE Limited at
www.bseindia.com and on the website of NSDL (agency for providing the Remote e-Voting facility)
https://nsdl.co.in/.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion and Analysis Report describing the Company’s
objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and
regulations. Actual results may differ materially from those expressed in the statement. Important factors that
could influence the Company’s operations include the status of the promoters, change in government regulations,
tax laws, economic developments within the country and other factors such as litigation and arrangement of funds.

ACKNOWLEDGEMENT:

Your directors wish to place on record their gratitude and sincere appreciation for the assistance and cooperation
received from financial institutions, banks, Government authorities, customers, vendors, and members during the
year under review.

Y our directors would like to express a profound sense of appreciation for the commitment shown by the employees
in supporting the Company in its continued robust performance on all fronts.

By order of the Board of Directors
For B J Duplex Boards Limited

Sd/- Sd/-

Sudhanshu Saluja Satya Bhushan Jain

Place: Delhi Director Whole Time Director

Date: September 06, 2024 DIN: 03267887 DIN: 00106272


Mar 31, 2000

Your Directors hereby presents the sixth Annual Report together with the Audited Accounts of the Company for the Year ended 31st March, 2000.

During the year company's turnover was Rs. 737.31 lacs as compared to Rs. 1429.51 Lacs during the previous year declining substantially. The total production during the year was 6545 M. Tonnes as compared to 10282 M.T during the previous year.

During the year under review, your Company has suffered heavy losses resulting the erosion of net worth of the Company, Your company could not operate the plant in a stabilised manner during the year on account of various factors viz;

The manufacturing process employed in the plant uses a large quantity of water. The used water was being discharged after treatment through effluent treatment plant into a drain. Due to construction of bridge over the drain, the Company was asked to discontinue discharging the water as the discharge would hamper the bridge construction work. The Company was thus forced to recycle the waste effluent treated water and the same effected the performance of the plant, particularly the M.G. Cylinder, which developed pitting on its surface, in turn effecting the surface of the finished and quality of the board. Due to this a large quantity of defective goods entered in the market, for which payments have been held up resulting in shortage of working capital. The Company has to shut down the plant for about one and half month for the repair of M.G. Cylinder.

The Company's on going efforts to stabilise the production operation caused distruption in continues operation of the plants working. The consumption of various material increased significantly including fuel for firing the boiler as steam was being wasted, wastage of chemical in the pulper at the time of stoppage of machine, consumption of chemical for improvement of quality, consumption of oil and lubricants for maintenance of boiler and other plants and equipment due frequents shut down of the plant.

A fire occured in the plant in November, 1999 resulting loss of raw material estimated at Rupees 195 lacs causing major distruption in production operation. The company has filed the claim to recover the loss and the Insurance Company is yet to settle the claim.

In view of the technological advancement in paper industry/status of Plant & Machinery of the Company and other commercial consideration, in respect of plant and machinery the method of depreciation has now been changed from straight line method to written down value method at the rates and in the manner specified under schedule XIV (as amended) to the Companies Act, 1956.

Due to heavy losses and short fall of working capital, the Company could not make the payment to the Financial Institutions i.e. the Haryana State Industrial Development Corporation Limited (HSIDC) towards the repayment of term loan and interest. Your Company has made repeated request to the institution for the reschedulement of the loan but the same has not been done. Despite this, the HSIDC had taken over the unit u/s 29 of the SFC Act, 1951 on 25th March, 2000 and the HSIDC on persuation by the Company handed over the unit to the Company on 2nd April, 2000.

EROSION OF NET WORTH

During the year the losses of the Company as on 31.03.2000 has exceeded the net worth of the Company and your Company has become Sick Industrial Company within the meaning of Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 as per the provision of section 15 of the Sick industrial companies (Special Provision) at 1985 a reference is required to be made to the Board for Industrial and Financial Reconstruction. Mr.Satya Bhushan Jain, Director of the Company has been authorised by the Board of Directors to file the reference and to take the necessary steps in this regard.

Your directors are making their sincere efforts to pull out the Company from the red.

DIRECTORS

Shri Vishwa Bandhu has been appointed Additional Director during the year w.e.f. 25.02.2000 by the Board of Directors of the Company. Due to sudden fall in his health Shri Vishwa Bandhu has resigned as director of the Company w.e.f. 15.03.2000.

Shri Satya Bhushan Jain and Shri Pankaj Jain, Directors of the company has resigned as directors of the Company w.e.f. 03.03.2000 and the board accepted the same with due appreciation for the efforts taken by them for the promotion of the Company during their tenure.

Shri Satya Bhushan Jain and Shri Pankaj Jain, have been appointed as additional director of the Company w.e.f. 11.03.2000. Your board recommend their appointment as director of the Company.

Shri Ram Narain Jain, Director of the company retires at ensuing Annual General Meeting and being eligible, offers himself for re appointment.

AUDITORS

M/s. Rajiv Srichand & Co. Chartered Accountants, auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are being eligible for re-appointment. They have indicated the willingness to accept the re-appointment and have further confirmed their eligibility under section 224 (IB) of the Companies Act, 1956.

AUDITOR^S OBSERVATION

The observation of the Auditor^s are explained where ever necessary to the extent of their satisfaction.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are to be given pursuant to the Section 217 (2A) of the Companies Act 1956, hence information required under this section is not given.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year there was no earning and outgo in Foreign Exchange.

CONSERVATION OF ENERGY

The plant and all auxiliaries were operated in the most optimum way to consume minimum auxiliary power Research and Development and Technological Absorption.

a. Research & Development:: There is no separate Research & Development department of the Company, however the efforts of the management in the normal course are directed towards productivity, improvement and better control on quality improvement and higher efficiencies. There is no other particulars to be furnished as per Form B .

b. Technological Absorption : The management has created a work culture in the organisation to foster innovations in all functions including production. The Company has machineries of latest technology and is adopting the processes of production to the state of art technology.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the co-operation and continued assistance received from various state and central government authorities, financial Institutions and banks.

By the Order of the Board for B.J. DUPLEX BOARDS LIMITED

Place: Delhi SATYA BHUSHAN JAIN Dated: 13/04/2000 Chairman


Mar 31, 1999

The Directors have pleasure in presenting the Fifth Annual Report with the Audited Accounts of the Company for the Year ended 31st March 1999.

Financial Results

Rs. in Lac Rs. in Lac Current Year Previous Year Sales and Other Income 1433.90 1554.61

Profit before interest Depreciation and Income Tax 183.94 162.60 Interest 129.09 100.37 Provision for Depreciation 58.95 55.65 Provision for Income tax 0.20 0.69 Profit (Loss) carried to Balance Sheet 1.70 5.89

CORPORATE REVIEW

The Directors are pleased to inform you that inspite of great industrial recession, the company's turnover was Rs. 1429.50 Lacs as compared to Rs. 1524.52 Lacs during the previous year decling marginally. The total production during the year was 10282 M. Tonnes as compared to projected 9000 M. Tonnes. The overall performance of the company has been satisfactory and steps are being taken to improve it further to the best extent possible.

DIRECTOR

Shri Jitender Kumar Jain, Managing Director of the company has resigned from the services of the company and the board accepted the same with the due appreciation for the efforts taken by him for the promotion of the company during his services. Consequent to the resignation of Shri Jitender Kumar Jain, Shri K.C. Kochhar has been appointed as Whole Time Director of the Company.

Shri Vinay Kumar Jain, Shri Plush Jain and Smt. Nirmal Jain Directors of the company have resigned from the services of the company and the board accepted the same with due appreciation for service rendered by them.

Shri Ram Narain Jain and Shri Pankaj Jain have been appointed as Additional Directors during the year by the Board of Directors of the company.

Shri Satya Bhushan jain, Director of the Company retires at ensuing Annual General Meeting and being eligible, offers himself for re appointment.

INDUSTRIAL RELATIONS

The company considers manpower as its important strength and running programmes designed for the employees were conducted during the year. The Board wishes to place on record its sincere appreciation for the commitment and co-operation of employees at all levels towards the growth of the organisation.

AUDITORS

M/s. Rajiv Srichand & Co. Chartered Accountants, auditors of the company retires at the conclusion of the ensuing Annual General Meeting and are being eligible for reappointment. They have indicated the willingness to accept the reappointment and have further confirmed their eligibility under section 224 (IB) of the Companies Act, 1956.

DIVIDEND

The Directors do not propose any dividend for the Financial Year ended March 1999, in the absence of adequate profits and internal accruals.

FIXED DEPOSITS

The company has not accepted any fixed deposits for the public.

PARTICULARS OF EMPLOYEES

There was no employee during the year under review whose particulars are to be given Pursuant to the Section 217 (2A) of the Companies Act 1956.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year there was no earning and outgo in Foreign Exchange.

CONSERVATION OF ENERGY

The plant and all auxiliaries were operated in the most optimum way to consume minimum auxiliary power Research and Development and Technological Absorption.

a. Research & Development : There is no separate Research & Development department of the Company, however the efforts of the management in the normal course are directed towards productivity, improvement and better control on quality improvement and higher efficiencies. There is no other particulars to be furnished as per `Form B'

b. Technological Absorption : The management has created a work culture in the organisation to foster innovations in all functions including production. The company has machineries of latest technology and is adopting the processes of production to the state of art technology.

Y2K COMPLIANCE

The Board does not foresee any risk arising out of Y2K compliance. Upgradation of software packages developed in house and those purchased externally has already been done at a very nominal cost, Now the company is fully Y2K compliant.


Mar 31, 1998

The Directors have pleasure in presenting the Fourth Annual Report with the Audited Accounts of the Company for the Year ended 31st march 1998.

Financial Results

Rs. in lac Current Year Previous Year Sales and Other Income 1554.61 995.25 Profit before interest

Depreciation and Income Tax 162.60 157.54 Interest 100.37 71.13 Provision for Depreciation 55.65 40.56 Provision for Income Tax 0.69 5.92 Profit (loss) carried to Balance Sheet 5.89 39.93

CORPORATE REVIEW

The Directors are pleased to inform you that your Company has out performed the Projections of HSIDC (made during the Maiden Public Issue) for the Year 1997-98.

The Company has registered an increased turnover of Rs 1524.52 Lacs during the Current year as against Rs 822.28 Lacs during the previous Year recording a growth of 85.40%. The Total productions for the year was 11683 MTS as compared to the projected 8000 MTS. However there is a shortfall in the net profits due to the overall Industrial recession and additional burden of Interest on the Company on the additional Loans taken from the Financial Institution and Banks.

FINANCIAL ASSISTANCE

The Company has been sanctioned and disbursed Working Capital Term Loan of Rs. 80 Lacs by Haryana State Industrial Development Corporation Limited, Chandigarh and Working capital facilities consisting fund based limits of Rs. 210 Lacs and non funds based Limits of Rs. 50 Lacs from The Federal Bank Limited, Fatehpuri, Chandni Chowk, Delhi.

DIRECTORS

In accordance with the provision of section 256 of the companies Act 1956 and Articles of Association of the Company, Mr. Piush Jain and Smt. Nirmal Jain, Director of the Company retire by rotation and being eligible offer themselves for re-appointment.

INDUSTRIAL RELATIONS

The Company has continued to maintain preventive and predictive Industrial relation and has groomed each of its Line Supervisors to be an Industrial Relations Manager to his team. During the year, Industrial Relation have been extremely cordial and the management thanks all the employees for their continued contribution towards the Growth of the organisation.

AUDITORS

M/s Rajiv Srichand & Co. Auditors of the Co., retire at the conclusion of the ensuing Annual General Meeting and are being eligible for re-appointment. They have indicated their willingness to accept re-appointment and have further confirmed their eligibility under sec. 224 (IB) of the Companies Act. 1956.

AUDITORS OBSERVATION

The Observation of the Auditors are explained where necessary in the appropriate notes to the Accounts.

FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public.

PARTICULARS OF THE-EMPLOYEES

There was no employee during the year under review whose particulars are required to be given pursuant to the section 217(2A) of the Companies Act, 1956.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year there was no earning in foreign exchange. As regards outgo in foreign exchange, please refer to Items No 9 (iv) of schedule No.13 (Notes to Accounts) which forms part of the Accounts appended hereto.

CONSERVATION OF ENERGY

The plant and all auxiliaries were operated in the most optimum way to consume minimum auxiliary power Research & Development and Technological Absorption :-

A. RESEARCH AND DEVELOPMENT

There is no separate Research and Development Department of the company however the efforts of the management in the normal course are directed towards productivity improvement and better control on quality improvement and higher efficiencies. There is no other particulars to be furnished as per Form`B'.

B. TECHNOLOGICAL ABSORPTION

The Management has created a work culture in the organisation to foster innovations in all functions including production. The Company has machineries of latest technology and is adopting the processes of production to the state of art technology.


Mar 31, 1997

Details not available in 1997-98 report.

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