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B J Duplex Boards Ltd.

BSE: 531647 Sector: Industrials
NSE: N.A. ISIN Code: INE265C01017
BSE 05:30 | 01 Jan B J Duplex Boards Ltd
NSE 05:30 | 01 Jan B J Duplex Boards Ltd

B J Duplex Boards Ltd. (BJDUPLEXBOARD) - Director Report

Company director report

To

The Members

B J DUPLEX BOARDS LIMITED

Your Directors are pleased to present Twenty Third Annual Report and Audited Statementof Accounts of your Company for the Financial Year ended on 31st March 2017.

FINANCIAL RESULTS

(In Lacs)
PARTICULARS Year ended on 31st March 2017 Year ended on 31st March 2016
Total income 498696.71 1182129.00
Total Expenditure 1020634.38 1635430.93
Profits/(loss) before depreciation (521937.67) (453301.93)
Interest and exceptional items
Less: Depreciation 0 0
Less: Finance cost 0 0
Profit/(loss) before tax and (521937.67) (453301.93)
Exceptional item
Less: Exceptional item 0 0
Profit before tax (521937.67) (453301.93)
Tax Expenses
Current Tax 0 0
Deferred tax 0 0
Profit(Loss) for the period (521937.67) (453301.93)
Earnings per share
Basic (0.10) (0.09)
Diluted (0.10) (0.09)

PERFORMANCE

The Company during the year under review has faced much losses as compared to theprevious year. The Company is in manufacturing of Paper and Paper board coupled withdecrease sales of its products. Your company has incurred losses of Rs. 521937.67 duringthe year as compared to loss of Rs. 453301.93 of last year. The main reason fordecrease in Profitability is reduction in sales and demonetization. Thus Company iscontinuously focusing on improving operating efficiencies and minimizing cost for makingloss to profit.

DIVIDEND

As Company is having losses therefore your Directors are unable to recommend theDividend for Financial Year 2016-17.

RESERVES

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

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors are optimistic about company's business and hopeful of betterperformance. There was no change in the nature of business of Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

Material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report:

The Company has proceeded with the matter related to the Reduction of Share Capital onBSE limited whereby during the year it informed by its letter dated 7thNovember 2016 that Company has done with Reduction of its Capital and Order by Hon'bleHigh Court of Delhi has been passed dated 29th August 2016 so accordingly thesame was taken on record by the BSE Limited vide its letter dated 13th January2017. After the Financial Year on 25th April 2017 the Company intimated toBSE Limited for fixation of Record Date for giving effect to the Reduction of ShareCapital and same was fixed by BSE Limited for 12th May 2017. Later on to giveeffect the matter related was published in Newspapers and a intimation with regards tosame was also sent to Depositories on dated 8th May 2017. Moreover the sameis under process.

SHARE CAPITAL

(A) AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the company stands at Rs. 120000000/- (divided into12000000 Equity Shares of Rs. 10/- each). During the year there has been no change inAuthorized Share Capital of the company.

(B) ISSUED SUBSCRIBED AND PAID –UP SHARE CAPITAL

The Issued Subscribed and Paid up Share Capital of the company stands at Rs.51812000/- (divided into 5181200 Equity Shares of Rs. 10/- each) with having Calls-inarrears of 1415000 (Partly paid). During the year there has been no change in Paid-upShare Capital of the company. During the year under review the Company has not allottedany shares whereas on the other side the Company had re-organized its capital structureby reduction. Company got the Order for reduction of its capital from the Hon'ble HighCourt of Delhi dated 29th August 2016 and same been approved by the Registrarof Company NCT of Delhi & Haryana vide its Certificate dated 18th October2016. The effect of Capital has not been taken as the matter of Reduction is pendingbefore the BSE Limited for its approval and still under process. As the matter will getcomplete with BSE Limited the effect of same will be taken accordingly.

CODE OF CONDUCT

Directors Key Managerial Personnel and Senior Management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by the Whole-time Director is attached as‘Annexure I' which forms a part of this Report of the Directors.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

During the year under review Mr. V B Saluja was appointed as CFO of Company w.e.f. 24thJune 2016 and Ms. Priyanka Pathak was appointed as Company Secretary & ComplianceOfficer of the Company w.e.f. 14th June 2016.

RE-APPOINTMENT OF DIRECTORS:

In accordance with the provisions of the Companies Act 2013 and as per the Articles ofAssociation of the Company Mr. Satya Bhushan Jain Whole-time Director of the Companywho retires by rotation and being eligible offer himself for reappointment. The details ofDirectors seeking appointment/re-appointment at the ensuing Annual General Meeting hasbeen provided in the Notice of the Annual General Meeting forming part of the AnnualReport.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

A comprehensive Management's Discussion and Analysis Report as required underRegulation 34 (2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulaons 2015 is attached and forms a part of this Report as ‘Annexure II'.

MEETINGS

BOARD MEETINGS

During the year Eight Board Meetings were convened and held and details thereof arementioned in the Report on Corporate Governance forming part of this Annual Report. Theintervening gap between the Meetings was within the period as prescribed under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015

GENERAL BODY MEETING

Annual General Meeting of the Company was during the year. Details are given inCorporate Governance Report.

AUDIT COMMITTEE MEETINGS

During the year Five Audit Committee Meetings were convened and held the details ofwhich are given in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE MEETINGS

During the year Two Meetings of Nomination & Remuneration Committee were convenedand held the details of which are given in the Corporate Governance Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE MEETING

During the year One Meeting of Stakeholders' Relationship Committee was convened andheld the details of which are given in the Corporate Governance Report.

INDEPENDENT DIRECTORS MEETINGS

During the year One Meeting of Independent Director's was convened and held thedetails of which are given in the Corporate Governance Report.

INDEPENDENT DIRECTORS DECLARATION

The Company has received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 in respect of meeting the criteria of independenceprovided under Section 149(6) of the said Act. The Independent Directors have confirmedand declared that they are not disqualified to act as an Independent Director incompliance with the provisions of Section 149 of the Companies Act 2013 and the Board isalso of the opinion that the Independent Directors fulfil all the conditions specified inthe Companies Act 2013 making them eligible to act as Independent Directors.

PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS

Criteria for performance evaluation of Independent Directors as required under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 also form part ofthis Report as ‘Annexure III'.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anAnnual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Board Committee. The manner of evaluation has beenexplained in the Corporate Governance Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in"Annexure- IV" and is attached to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your directors make the following statement in terms ofSection 134 of the Companies Act 2013;-

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017.

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls and that such internalfinancial controls are adequate and have been operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems have been found adequate and operatingeffectively.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not having any Subsidiary Joint venture or Associate Company duringthe year under review.

INTERNAL CONTROL SYSTEM & ITS ADEQUECY

There are adequate internal control procedures commensurate with the size of theCompany and nature of its business for the purchase of inputs availing of services fixedassets for the sale of goods and providing of services. Full fledged Internal Auditdepartment carries out pre and post audit of all significant transactions throughout theyear. Based on the Annual Internal Audit programme as approved by Audit Committee ofBoard regular internal audits are conducted. Company has also appointed M/s J.K Jain& Co. Chartered Accountants New Delhi (outsourced) as Internal Auditor in the placeof M/s G.M & Co. Findings are placed before Audit Committee which reviews and discussthe actions taken with the Management.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 134(3) (a) of the Companies Act2013 read with the Companies (Management and Administration) Rules 2014 as prescribed inForm No. MGT-9 is given in ‘Annexure V'.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

There were no Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 during the year under review and hence the said provisionis not applicable.

PARTICULARS OF RELATED PARTY TRANSACTION

There were no related party transaction covered under the provisions of Section 188 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company is an equal opportunity employer and consciously strives to build a workculture that promoter's dignity of all employees. As required under the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and Rules framed thereunder;

a) The Company has in place a policy on prevention prohibition and redressal of sexualharassment at work place which has been made part to the Code of Business Conduct andEthics applicable to all the employees of the Company. A copy of which is given to everyemployee and his consent for compliance duly taken.

b) All women permanent temporary or contractual including those of service providersare covered under the policy.

POLICIES OF COMPANY

RELATED PARTY TRANSACTION POLICY (REGULATION 23(1) OF SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

Related Party Transaction Policy as formulated by the Company defines the materialityof related party transactions and lays down the procedures of dealing with Related PartyTransactions. The details of the same are provided in Corporate Governance Report formingpart of this Annual Report. There were no materially significant related partytransactions i.e. transactions of material nature with its promoters directors or seniormanagement or their relatives etc. that may have potential conflict with the interest ofcompany at large. Transactions entered with related parties as defined under the CompaniesAct 2013 and Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year 2016-17 were mainly in the ordinary course ofbusiness and on an arm's length basis.

Prior approval of the Audit Committee is obtained by the Company before entering intoany related party transaction as per the applicable provisions of Companies Act 2013 andRegulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.As per the provisions of Section 188 of the Companies Act 2013 approval of the Board ofDirectors is also obtained for entering into Related Party Transactions by the Company. Aquarterly update is also given to the Audit Committee and the Board of Directors on therelated party transactions undertaken by the Company for their review and consideration.

During the year the Company has not entered into any material contract arrangement ortransaction with related parties as defined under Regulation 23(1) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Related Party TransactionPolicy of the Company.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. None of the Directors have any pecuniary relationships or transactionsvis--vis the Company.

DOCUMENT RETENTION AND ARCHIVAL POLICY (DRAP) (REGULATION 9 OF SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

Pursuant to the Regulation 9 of SEBI (LODR) Regulations 2015 mandates that every listedentity shall Formulate a policy for preservation of documents and Regulation 30(8) of theRegulations is also required to have an archival policy on archiving all informationdisclosed to stock exchange(s) and the same being hosted on the Company's website.

MATERIALITY DISCLOSURE POLICY (MDP) (REGULATION 30 OF SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

Pursuant to the Regulation 30 of SEBI (LODR) Regulations 2015 mandates that everylisted entity shall make disclosures of any events or information which in the opinion ofthe Board of Directors of the Listed Company is material and the same being hosted on theCompany's website.

VIGIL MECHANISM / WHISTLE BLOWER POLICY (REGULATION 22 SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015)

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has formulated WHISTLE BLOWER POLICY to deal with instance of unethical behavioractual or suspected fraud or violation of the Company's code of conduct if any. Thedetails of the WHISTLE BLOWER POLICY are posted on the website of the Company.

RISK MANAGEMENT POLICY (REGULATION 17(9) (A) OF SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS 2015)

Pursuant to provisions of the Companies Act 2013 and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has formulatedand adopted a Risk Management Policy which covers a formalised Risk Management Structurealong with other aspects of Risk Management i.e. Credit Risk Management Operational RiskManagement Market Risk Management and Enterprise Risk Management. The Risk ManagementPolicy approved by the Board acts as an overarching statement of intent and establishesthe guiding principles by which key risks are managed across the organisation. Directorsare overall responsible for identifying evaluating and managing all significant risksfaced by the Company.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's Policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermanners provided under Sub-Section (3) of Section 178 the Companies Act 2013 is as below: The appointment policy for Independent Directors Key Managerial Personnel & SeniorExecutives is as under-

(A) Independent Directors:

Independent Directors will be appointed based on the criteria mentioned under section149(6) of the Companies Act 2013 and in accordance with other applicable provisions ofthe Companies Act 2013 rules made there under & Listing Agreements entered withStock Exchanges.

(B) Key Managerial Personnel (KMP):

KMP will be appointed by the resolution of the board of directors of the company basedon the qualification experience and exposure in the prescribed fields. Removal of the KMPwill also be done by the Resolution of the Board of Directors of the Company.Appointment/Removal will be in accordance with provisions of the Companies Act 2013rules made there under & Listing Agreements entered with Stock Exchanges.

(C) Senior Executives:

Senior Executives will be appointed by the Chairman & Whole-time Director and/orExecutive Director of the Company based on their qualification experience & exposure.Removal of the Senior Executives will also be by Chairman & Whole-time Director and/orExecutive Director. Further appointment & removal will be noted by the Board asrequired under Clause 8(3) of Companies (Meetings of Board and its Powers) Rules 2014.

NOIMNATION AND REMUNERATION POLICY

The Board on the recommendation of Nomination and Remuneration Committee has framed apolicy for selection and appointment of Directors Senior Management and theirremuneration.

SEXUAL HARRASSMENT POLICY

The Company has in place a Policy on Prevention Prohibition & Redressal of SexualHarassment of Women at Work place and an Internal Complaints Committee (ICC) has beenconstituted thereunder.

The primary objective of the said Policy is to protect the women employees from sexualharassment at the place of work and also provides for punishment in case of false andmalicious representations.

INSIDER TRADING POLICY

The Policy provides the framework in dealing with securities of the Company.

PARTICULARS OF EMPLOYEES & REMUNERATION

Information in accordance with the provisions of Section 134(3) (q) and Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 regarding employees and remuneration isgiven in ‘Annexure VI'.

ANNUAL LISTING FEE

The Company has paid the Annual Listing fee for the financial year 2016-2017 to BSELimited.

COMMITTEES OF COMPANY

AUDIT COMMITTEE

The Audit Committee comprises of Mr. V.B Saluja as the Chairman of the Committee Mr.Ashish Jain and Ms. Kavita Verma as members. The details of term of reference of the AuditCommittee member dates of meeting held and attendance of the Directors are givenseparately in the Corporate Governance Report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Committee comprises of Mr V.B Saluja –Director as the Chairperson of theCommittee Mr. Ashish Jain– Independent Director as the Member of the committee. Thedetails of term of reference of the Committee member dates of meeting held and attendanceof the Directors are given separately in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE

The Committee comprises of two Independent Directors namely Mr. Ashish Jain as theChairman of the Committee Ms. Kavita Verma and Mr V.B Saluja as the Members of theCommittee. The details of term of reference of the Committee member dates of meeting heldand attendance of the Directors are given separately in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company is not required to mandatorily comply with the provision of Regulation 17to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations 2015) as its equity share capital is less than Rs.10 Crore andNet Worth is not exceeding Rs.25 crores as on the last day of the previous financialyear. Your Company believes in adopting best practices of corporate governance. CorporateGovernance principles are enshrined in the spirit of company which forms the core valuesof the company. These guiding principles are also articulated through the company's codeof business conduct corporate governance guidelines charter of various sub committeesand disclosure policy. "Annexure-VII".

Pursuant to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Corporate Governance Report is made a part of this Report. As per theapplicable provisions of Schedule- V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on corporate governance practicesfollowed by your company on compliance with corporate governance norms under the ListingRegulations.

A certificate from the auditors of the Company regarding compliance of the conditionsof Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached with this Report. The Company iscomplying with Regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with regard to Corporate Governance and reports to that effect are beingregularly filed with the Stock Exchanges. The Company has obtained declaration from theDirectors and Senior Management members of the Company for compliance of Code of Conductand the Certificate from CFO was placed before the Board of Directors and adopted.

AUDITORS' & THEIR REPORTS

The Notes on Accounts and the observations of the Auditors in their Report on theAccounts of the Company are self explanatory and in the opinion of the Directors do notcall for any clarifications.

AUDITORS:

(A) STATUTORY AUDITORS

The auditor M/s SSAR & Associates. Chartered Accountants retire at the ensuingAnnual General Meeting. Pursuant to Section 139 of the Act read with the Companies (Auditand Auditors) Rules 2014 and in line with recommendation made by Audit Committee theBoard of Directors has recommended appointment of M/s Prakash Jain & Co. CharteredAccountants having office at Flat No. 6326 Sector ‘B' Pocket IX Vasant Kunj NewDelhi – 110 070 as Auditors in place of M/s SSAR & Associates CharteredAccountant to the members in forthcoming Annual General Meeting. They have furnished theirconsent and requisite certificate pursuant to the Act in respect of their proposedappointment.

Based on the recommendations of Audit Committee the Board of Directors of the companyrecommends the appointment of M/s. Prakash Jain & Co. Chartered Accountants asStatutory Auditors in the place of retiring auditor of the Company from the conclusion ofthe this Annual General Meeting till the Conclusion of 28th Annual General Meeting to beheld in the year 2022. Pursuant to provisions under Section 139 of the Companies Act2013 the Audit Committee of the Company recommended the appointment of M/s Prakash Jain& Co. Chartered Accountants New Delhi as Statutory Auditors of the Company for aperiod of five years in its meeting held on 1st September 2017 thereafter Board ofDirectors considered the recommendation of Audit Committee in its meeting held on 1stSeptember 2017 and further recommended their appointment subject to approval of theShareholders in the ensuing Annual General Meeting.

(B) STATUTORY AUDITORS REPORT

There are no qualifications or adverse remarks in the Auditors' Report as on 31stMarch 2017 which requires any clarification/ explanation. The Notes on financialstatements are self-explanatory and needs no further explanation.

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the AuditorRs.s Report areself-explanatory. There is no qualification observation or adverse remarks or disclaimermade by the Auditors in their report on the financial statement of the Company for thefinancial year ended on 31st March 2017.

(C) INTERNAL AUDITOR:

The internal auditor of the Company is M/s G M & Co. Chartered Accountants wasappointed for the financial year 2016-17 in according to Section 138 of the Companies Actread with Companies (Accounts) Rules 2014 and carried out the roles and responsibilitieswhich are as follows:

• Evaluated and provided reasonable assurance that risk management control andgovernance systems are functioning as intended and will enable the organization'sobjectives and goals to be met.

• Reported risk management issues and internal controls deficiencies identifieddirectly to the audit committee and provided recommendations for improving theorganization's operations in terms of both efficient and effective performance.

• Evaluated information security and associated risk exposures.

• Evaluated regulatory compliance program with consultation from legal counsel.

(D) SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Board of Directorsappointed M/s Parveen Rastogi & Co. Practicing Company Secretary as SecretarialAuditor to carry out Secretarial Audit of the records maintained by the Company for theFinancial Year 2016-17. The Report given by him for the said financial year in theprescribed form No: MR 3 is annexed to this report as "Annexure-VIII". Theobservations of the Statutory Auditor in their report are self explanatory and have notshown any adverse remark.

(E) COST AUDIT

The Cost Audit is not applicable on your Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The notes on account referred to in Auditor's Report are self-explanatory andtherefore do not call for any further comments under Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014.

The secretarial Audit Report does not contain/ contains any qualification reservationsor other remarks.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

Your Company has in place a Code for Prevention of Insider Trading Practices inaccordance with the Model Code of Conduct as prescribed under Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 2015 as amended and has dulycomplied with the provisions of the said code. The details of the same are provided inCorporate Governance Report forming part of this Annual Report.

CEO/CFO CERTIFICATION

As required by the Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Certificate from CFO had been obtained in accordancewith Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 which forms a part of this report as "Annexure-IX".

COMPLIANCE CERTIFICATE BY THE AUDITORS

M/s Parveen Rastogi & Co. Practicing Company Secretaries have certified that theCompany has complied with the conditions of Corporate Governance as stipulated in ScheduleV to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and thesame forms a part of the Annual Report as "Annexure-X".

DEPOSITS

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

LISTING

The Equity Shares of your Company are listed with the BSE Limited and Ahmedabad StockExchange Limited. Presently trading is suspended at BSE so market price data isunavailable. Moreover Company is under process for Revocation of suspension of trading atthe BSE Limited.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS – IN THEMATTERS OF REDUCTION OF SHARE CAPITAL

During the Financial year the Company had re-organized its capital structure. Companygot the Order for reduction of its share capital from the Hon'ble High Court of Delhidated 29th August 2016 and same been approved by the Registrar of Company NCTof Delhi & Haryana vide its Certificate dated 18th October 2016. TheCompany has applied with BSE Limited matter of Reduction of Capital is pending before theBSE for its approval and still under process. As the matter will get completed with BSEthe same will be getting effective accordingly.

DETAILS OF FRAUD REPORTED BY AUDITOR

No fraud has been noticed or reported by the Auditors including Secretarial Auditor ofthe Company as per Section 134 (3) (ca) of the Companies Act 2013 read with Companies(Amendment) Act 2015.

SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary of thecompany to approve the transfer of shares within a period of 15 days from the date ofreceipt in case the documents are completed in all respects. Shares under objection arereturned within two weeks. All request for dematerialization of shares are processed iffound in order and confirmation is given to the respective depositories that is NationalSecurities Depositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within 15days.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion and Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include the status of the promoters change ingovernment regulations tax laws economic developments within the country and otherfactors such as litigation arrangement of funds.

ACKNOWLEDGMENT

Your Directors thank various Central and State Government Departments Organizationsand Agencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for the excellent support received from themduring the year. The Directors place on record their sincere appreciation to all employeesof the Company for their unstinted commitment and continued contribution to the Company.

By Order of the Board of Directors
For B J DUPLEX BOARDS LIMITED
Sd/- Sd/-
Date: 01/09/2017 V B Saluja Satya Bhushan Jain
Place: Delhi Director Whole Time Director
DIN: 00106296 DIN: 00106272

ANNEXURE-‘I' TO DIRECTOR'S REPORT

ANNUAL COMPLIANCE WITH THE CODE OF CONDUCT FOR THE FINANCIAL YEAR 2016-2017

Pursuant to the Schedule V (Part D) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 I hereby confirm that the Company has receivedaffirmations on compliance with Code of Conduct for the financial year ended March 312017 from all the Board Members and Senior Management Personnel.

By Order of the Board of Directors
For B J DUPLEX BOARDS LIMITED
Sd/-
Date: 01/09/2017 SATYA BHUSHAN JAIN
Place: Delhi WHOLE TIME DIRECTOR
DIN: 00106272