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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 Sixth Annual Report and Audited Statementof Accounts of your Company for the Financial Year ended on 31st March 2021.

1. FINANCIAL RESULTS

(In Rs) (In Rs)
PARTICULARS FY ended 31stMarch 2021 FY ended 31st March 2020
Total income 7320 717890
Total Expenditure 299340 811830
Profit/(loss) before tax and Exceptional item (292020) (93940)
Less: Exceptional item 0 0
Profit before tax (292020) (93940)
Less: Current Tax 0 0
Less: Deferred tax 0 0
Profit(Loss) for the period (292020) (93940)
Earnings per share
Basic (0.06) (0.19)
Diluted (0.06) (0.19)

2. PERFORMANCE

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

During the FY 2020-21 there was no income from operations and in the FY 2019-20income from operations was Rs 709210/-.

Your company has incurred a loss of Rs. 292020 /- during the year under review ascompared to loss of Rs. 93940 /-in the last year.

DIVIDEND

Your Directors are unable to recommend the Dividend for Financial Year 2020-21.

RESERVES

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

3. 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.

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these financial statements relateon the date of this report.

5. SHARE CAPITAL

(A) AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company stands at Rs.12000000/-(divided into12000000 Equity Shares of Re.1/-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 atRs.5181200/-(divided into 5181200 Equity Shares of Re.1/ each).

6. 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 ‘AnnexureI' which forms a part of this Report of the Directors.

7. DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

A. Changes in Directors: I. Cessation of Directors:

Mr. Vishwa Bandhu Saluja Director and CFO (KMP) of the Company ceased to be Directorand CFO (KMP) w.e.f. 3rd May 2021 due to his death caused by Covid-19. The Directorsplace on record their deep appreciation for his valuable guidance and assistance receivedduring the tenure as a Director and CFO (KMP) of the Company.

II. Appointment/Re-appointment of Directors:

The Board at its meeting held on 27th May 2021 pursuant to the recommendation ofNomination and Remuneration Committee appointed Mr. Sudhanshu Saluja as Director and CFO(KMP) of the Company.

III. Retirement by Rotation:

During the year under review Mr. Satya Bhushan Jain Whole Time Director of theCompany was reappointed as a Whole Time Director of the Company liable to retire byrotation in the Annual General Meeting held on 26th December 2020.

Also Mr. Satya Bhushan Jain was re-appointed as Whole Time Director of the Company fora period of five years with effect from 01st April 2021 to 31st March 2026 in the BoardMeeting held on 12th February 2021 subject to the approval of the shareholders in theensuing Annual General Meeting of the Company.

B. Change in Key Managerial Personnel:

Mr. Sudhanshu Saluja was appointed as CFO of the Company in place of Mr. Vishwa BandhuSaluja.

8. 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) Regulations 2015 is attachedand forms a part of this Report as ‘Annexure II'.

9. MEETINGS

BOARD MEETINGS

During the year Five (5) Board Meetings were convened and held as on 29.06.202013.08.2020 30.09.2020 12.11.2020 and 12.02.2021. The intervening gap between theMeetings was within the period as prescribed under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

With reference to General Circular No. 08/2021 dated 03-05-2021 In view of thedifficulties arising due to resurgence of Covid-19 and requests received fromstakeholders it has been decided that the requirement of holding meetings of the Board ofthe companies within the intervals provided in section 173 of the Companies Act 2013 (120days) stands extended by a period of 60 days for first two quarters of Financial Year2021-22. Accordingly the gap between two consecutive meetings of the Board may extend to180 days during the Quarter

April to June 2021 and Quarter July to September 2021 instead of 120 days as requiredin the Companies Act 2013.

GENERAL BODY MEETING

Annual General Meeting of the Company was held on 26th December 2020 for the FY2019-20.

AUDIT COMMITTEE MEETINGS

The primary objective of the Committee is to ensure accurate and timely disclosureswith the highest levels of transparency integrity and quality of financial reporting. TheCommittee met four times during the year. As of the date of this report the Committee iscomprised of Mr. Ashish Jain as the Chairman of the Committee Ms. Vasudha Jain and Mr.Vishwa Bandhu Saluja as the Members of the Committee.

Meetings

During the financial year 2020-21 Four (4) meetings of the Audit Committee were heldas detailed herein below. The gap between two meetings did not exceed four /months. Thedetails of the meetings held and the attendance thereat of the Members of the AuditCommittee are as detailed here in below:

ATTENDANCE
Mr. Ashish Jain Ms. Vasudha Jain Mr. Vishwa Bandhu
Date of meeting Saluja
29.06.2020
13.08.2020
12.11.2020
12.02.2021

NOMINATION & REMUNERATION COMMITTEE MEETINGS

Nomination and Remuneration Committee of the Board has been constituted as per section178 of the Companies Act 2013 and rule 6 of the Companies (Meetings of Board and itsPowers) Rules 2014. The Nomination and Remuneration Committee shall determinequalifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration of the directors Key Managerial Personnel andother employees. The Nomination and Remuneration Committee comprises of Mr. Ashish Jain asthe Chairman of the Committee Ms. Vasudha Jain and Mr. Vishwa Bandhu Saluja as theMembers of the Committee.

Meetings

During the financial year 2020-21 the Committee met once. The details of the meetingsheld and the attendance there at of the Members of the Nomination and RemunerationCommittee are as detailed herein below:

ATTENDANCE
Date of meeting Mr. Ashish Jain Ms. Vasudha Jain Mr. Vishwa Bandhu Saluja
12.02.2021

STAKEHOLDERS' RELATIONSHIP COMMITTEE MEETING

The composition of the Stakeholders Relationship Committee (SRC) is in line with theSection 178 of the Act read with Regulation 20 of LODR 2015. The Stakeholders'Relationship Committee comprises of Mr. Ashish Jain as the Chairman of the Committee Ms.Vasudha Jain and Mr. Vishwa Bandhu Saluja as the Members of the Committee.

Meetings

During the financial year 2020-21 the Committee has met once in the year. The detailsof the meeting held and attendance there at of the Members of the Stakeholders'Relationship Committee are as detailed herein below:

ATTENDANCE
Date of Mr. Ashish Jain Ms. Vasudha Jain Mr. Vishwa Bandhu Saluja
meeting
13.08.2020

INDEPENDENT DIRECTORS MEETINGS

During the year One Meeting of Independent Director's was convened and held on 12thFebruary 2021. The Independent Directors have handed over the proceedings of the meetingto the Whole Time Director of the Company:

ATTENDANCE
Date of meeting Mr. Ashish Ms. Vasudha Jain
Jain
12.02.2021

10. 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 fulfill all the conditions specified inthe Companies Act 2013 making them eligible to act as Independent Directors.

11. 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'.

12. 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.

13. 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.

14. 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 annualaccounts the applicable accounting standards had been followed alongwith properexplanation relating to material departures. b) The directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2021. c) The directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities. d) The directors had prepared the annualaccounts 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) Thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems have been found adequate and operating effectively.

15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company during theyear under review.

16. INTERNAL CONTROL SYSTEM & ITS ADEQUACY

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 GM & Co.Chartered Accountants New Delhi (outsourced) as Internal Auditor before Audit Committeewhich reviews and discuss the actions taken with the Management.

17. 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.

18. 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'.

19. 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.

20. 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.

21. DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND 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 dulytaken. b) All women permanent temporary orcontractual including those of service providers are covered under thepolicy.

22. POLICIES OF COMPANY

RELATED PARTY TRANSACTION POLICY (REGULATION 23(1) OF SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS2015

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. There were no materially significant related party transactions i.e.transactions of material nature with its promoters directors or senior management or theirrelative etc. that may have potential conflict with the interest of company at large.Transactions entered with related parties as defined under the Companies Act 2013 andRegulation 23(1)of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 during the financial year 2020-21 we remainly in the ordinary course of business andon 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 PartyTransaction Policy 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 (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS2015

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 (LISTING OBLIGATIONS ANDDISCLOSURE 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 unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct if any.The details of the WHISTLE BLOWER POLICY are posted on the website of the Company.

RISK MANAGEMENT POLICY (REGULATION 17(9)(A) OF SEBI (LISTING OBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATIONS2015)

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 formalized Risk Management Structurealongwith 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

establishes the guiding principles by which key risks are managed across theorganization. Directors are overall responsible for identifying evaluating and managingall significant risks faced 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 theresolution of the board of directors of the company based on the qualificationexperience and exposure in the prescribed fields. Removal of the KMP will also be done bythe Resolution of the Board of Directors of the Company. Appointment/Removal will be inaccordance with provisions of the Companies Act 2013 rules made thereunder & ListingAgreements entered with Stock Exchanges. (C) Senior Executives: Senior Executives will beappointed by the Chairman & Whole-time Director and/or Executive Director of theCompany based on their qualification experience & exposure. Removal of the SeniorExecutives will also be by Chairman & Whole-time Director and/or Executive Director.Further appointment & removal will be noted by the Board as required under Clause8(3) of Companies (Meetings of Board and its Powers) Rules 2014.

NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of Nomination and Remuneration Committee has framed 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.

23. 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'.

24. ANNUAL LISTING FEE

The Company has paid the Annual Listing fee for the financial year 2021-22 to BSELimited.

25. 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.

Corporate Governance principles are enshrined in the spirit of company which forms thecore values of the company. These guiding principles are also articulated through thecompany's code of business conduct corporate governance guidelines charter of varioussub committees and disclosure policy.

26. 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

M/s V. R. Bansals & Associates Chartered Accountants (FRN 016534N) StatutoryAuditors were appointed in the Twenty Fifth AGM held on 30th September 2019 to holdoffice for a period of Five years from the conclusion of Fourteenth AGM till theconclusion of Thirtieth AGM.

Their payment of remuneration is to be confirmed and approved in the ensuing AnnualGeneral Meeting.

(B) STATUTORY AUDITORS REPORT

There are no qualifications or adverse remarks in the Auditors' Report as on 31stMarch 2021 which requires any clarification/ explanation. The Notes on financialstatements are self-explanatory and needs no further explanation.

(C) INTERNAL AUDITOR:

The internal auditor of the Company is M/s G.M. & Co. Chartered Accountantswas appointed for the financial year 2020-21 in accordance to Section 138 of the CompaniesAct read with Companies (Accounts) Rules 2014 and carried out the roles andresponsibilities which are as follows: ? Evaluated and provided reasonable assurance thatrisk management control and governance systems are functioning as intended and willenable the organization's objectives and goals to bemet.

? 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 regulatorycompliance 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 2020-21. The Report given by him for the said financial year in theprescribed form No: MR 3 is annexed to this report as "Annexure-VII". Theobservations of the Statutory Auditor in their report are self explanatory and have notshown any adverse remark.

(C) COSTAUDIT

The Cost Audit is not applicable on your Company.

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

The note on account referred to in Auditor's Report are self-explanatory andtherefore does 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 notcontain/ contains any qualification reservations or other remarks.

28. 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.

29. WTD/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-VIII".

30. DEPOSITS

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

31. LISTING

The equity shares are presently listed on BSE Limited Mumbai. The listing fee has beenpaid to the exchange. The company has paid the annual Custodial fee for the year 2021-22to National Securities Depository Limited and Central Depository Services (India) Limitedon the basis of beneficial accounts maintained by them as on 31st March 2021.

a) The Company was compulsory delisted by BSE w.e.f July 4th 2018 vide notice no.20180702-28 dated July 2nd 2018 and thereafter the company appealed to SAT against thecompulsory delisting order of the BSE and thereafter the status of the Company have beenchanged from delisted to suspended W.E.F November 21st 2018. b) The Hon'ble High Courtof Delhi passed the order for reduction of share capital of the Company dated 29th

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

32. 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. The Stakeholders Relationship Committee has authorized the CompanySecretary of the company to approve the transfer of shares within a period of 15 days fromthe date of receipt in case the documents are completed in all respects. Shares underobjection are returned within two weeks. All request for dematerialization of shares areprocessed if found in order and confirmation is given to the respective depositoriesthat is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd(CDSL) within 15days.

33. 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.

34. 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/-
Divya Mittal
Company secretary
Sd/- Sd/-
Date: 02.09.2021 Satya Bhushan Jain Sudhanshu Saluja
Place: Delhi Whole Time Director Director
DIN: 00106272 DIN: 03267887

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