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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
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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 Fifth Annual Report and Audited Statementof Accounts of your Company for the Financial Year ended on 31st March 2019.

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

* Previous year figures have been regrouped/re-arranged wherever necessary as per IndAS

PERFORMANCE

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

During the FY 2018-19 there was income from operations of Rs 1042720/- and in the FY2017-18 income from operations was Rs 809550/-.

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

DIVIDEND

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

RESERVES

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE ENDOF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND 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 this financial statements relateon the date of this report.

SHARE CAPITAL

(A) AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company stands at Rs.120000000/-(divided into120000000 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).

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.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

A. Changes in Directors:

I. Cessation of Directors:

During the year under review Ms. Kavita Verma has signified her intention not tocontinue as an Independent Director of the Company due to her personal reasons. She hasceased to be director of the Company from the close of business hours on 20th August2018. The Board recorded its sincere appreciation for their valuable contribution duringtheir long association with the Company.

II. Appointment/Re-appointment of Directors:

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

III. Retirement by Rotation:

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

B. Change in Key Managerial Personnel:

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

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 attached and forms a part of this Report as

‘Annexure II'.

MEETINGS

BOARD MEETINGS

During the year Ten (10) Board Meetings were convened and held as on 25.05.201820.06.2018 16.07.2018 14.08.2018 20.08.2018 03.09.2018 03.10.2018 30.10.201814.11.2018 and 13.02.2019. The intervening gap between the Meetings was within theperiod as prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

GENERAL BODY MEETING

Annual General Meeting of the Company was held on 29th September 2018 for the FY2018-19.

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

.

Meetings

During the financial year 2018-19 Four (4) meetings of the Audit Committee were heldas detailed herein below. The gap between two meetings did not exceed four /months. Thedetails of the meetings held and the attendance there at of the Members of the AuditCommittee are as detailed here in below:

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

NOMINATION & REMUNERATION COMMITTEE MEETINGS

Nomination and Remuneration Committee of the Board has been constituted as per 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. Kavita Verma and Mr. Vishwa Bandhu Saluja as theMembers of the Committee.

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

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

Meetings

During the financial year 2018-19 the Committee met once. The details of the meetingsheld and the attendance there at of the Members of

the Nomination and Remuneration Committee are as detailed herein below:

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

STAKEHOLDERS' RELATIONSHIP COMMITTEE MEETING

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

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

Meetings

During the financial year 2018-19 the Committee has met once in the year. The detailsof the meeting held and attendance there at of the

Members of the Stakeholders' Relationship Committee are as detailed herein below:

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

INDEPENDENT DIRECTORS MEETINGS

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

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

INDEPENDENT DIRECTORS DECLARATION

The Company has received declaration from all the Independent Directors under 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 of this Report as ‘Annexure III'.

EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (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.

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 standardshad been followed along with proper explanation relating to material departures.

b) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2019.

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

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

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

f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems have been found adequate andoperating effectively.

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 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.

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 in Form No. MGT-9 is given in ‘AnnexureV'.

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 (LISTING OBLIGATIONSAND DISCLOSURE 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 ortheir relatives etc. that may have potential conflict with the interest of company atlarge. Transactions entered with related parties as defined under the Companies Act 2013and Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year 2017-18 were mainly in the ordinary course ofbusiness and on an arm's length basis. Prior approval of the Audit Committee is obtainedby the Company before entering into any related party transaction as per the applicableprovisions of Companies Act 2013 and Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. As per the provisions of Section 188 of theCompanies Act 2013 approval of the Board of Directors is also obtained for entering intoRelated Party Transactions by the Company. A quarterly update is also given to the AuditCommittee and the Board of Directors on the related party transactions undertaken by theCompany for their review and consideration. During the year the Company has not enteredinto any material contract arrangement or transaction with related parties as definedunder

Regulation 23(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Related Party Transaction Policy of the

Company. The policy on Related Party Transactions as approved by the Board is uploadedon the Company's website. None of the Directors have any pecuniary relationships ortransactions vis--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 OBLIGATIONSAND 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 (LISTING OBLIGATIONSAND 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 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 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 ANDREMUNERATION

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 2018-19 to BSELimited.

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.

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. Bansal & Associates Chartered Accountants (FRN 016534N) the Auditorsof the Company who would retire at the ensuing Annual General Meeting offer themselves forreappointment for a term of five years i.e. from the conclusion of Twenty Fifth AnnualGeneral Meeting till the conclusion of Thirtieth Annual General Meeting.

M/s V. R. Bansal & Associates Chartered Accountants the existing auditors havefurnished a certificate confirming that if reappointed for the financial year 2019-2020to 2024-2025 their reappointment will be in accordance with Section 139 read with section141 of the Companies Act 2013. You are requested to appoint Auditors and to fix theirremuneration.

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

(B) STATUTORY AUDITORS REPORT

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

The Notes on financial statements are self-explanatory and needs no furtherexplanation.

(C) INTERNAL AUDITOR:

The internal auditor of the Company is M/s G.M. & Co. Chartered Accountantswas appointed for the financial year 2018-19 in accordance to Section 138 of the CompaniesAct read with Companies (Accounts) Rules 2014 and carried out the roles andresponsibilities which are as follows:

• Evaluate 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 AUDITREPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Board of 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 2017-18. 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) 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 notcontain/ contains any qualification reservations or other remarks.

CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES

Your Company has in place a Code for Prevention of Insider Trading Practices 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.

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".

DEPOSITS

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

LISTING

The equity shares are presently listed on BSE Limited Mumbai. The listing fee has beenpaid to the exchange. The company has paid the annual Custodial fee for the year 2019-20to National Securities Depository Limited and Central Depository Services (India) Limitedon the basis of beneficial accounts maintained by them as on 31st March 2019.

a) The Company was compulsory delisted by BSE W.E.F July 4th 2018 vide notice no.20180702-28 dated July 2nd 2018 and thereafter the company appealed to SAT against 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 Court of Delhi passed the order for reduction of share capital ofthe Company dated 29th August 2016. Subsequent to the order of Hon'ble High Court thecapital of the company was reduced w.e.f 29th August 2016. The Company got the listingapproval for reduced share capital from BSE on 01st October 2018.

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

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

DETAILS OF FRAUD REPORTED BY AUDITOR

No fraud has been noticed or reported by the Auditors including Secretarial Auditor 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.

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/-
Divya Mittal
Company secretary
Sd/- Sd/-
Date: 30/08/2019 Satya Bhushan Jain Vishwa Bandhu Saluja
Place: Delhi Whole Time Director Director
DIN: 00106272 DIN: 00106296