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Beekay Niryat Ltd.

BSE: 539546 Sector: Others
NSE: N.A. ISIN Code: INE679E01015
BSE 00:00 | 30 Sep 42.00 1.60
(3.96%)
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NSE 05:30 | 01 Jan Beekay Niryat Ltd
OPEN 42.25
PREVIOUS CLOSE 40.40
VOLUME 45334
52-Week high 52.60
52-Week low 4.55
P/E 47.73
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 42.25
CLOSE 40.40
VOLUME 45334
52-Week high 52.60
52-Week low 4.55
P/E 47.73
Mkt Cap.(Rs cr) 32
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Beekay Niryat Ltd. (BEEKAYNIRYAT) - Director Report

Company director report

To the Members of the Company

Your Directors have immense pleasure in presenting the 46th Annual Report onthe business and operations of your Company along with Annual Audited financial Statementsof the company for the financial year ended March31 2021.

1. Financial Highlights

The highlights of the financial position for the year as compared to the correspondingperiod in the previous year are given below;

Rs. in Lacs
Particulars FY 2020-2021 FY 2019-2020
Revenue from Operations - 191.31
Other Income 95.84 94.93
Total Income 95.84 286.24
Purchases - 188.58
Employee Benefit Expenses 8.39 13.27
Administration and Other Expenses 18.39 20.32
Sub-Total 26.78 222.17
Profit before Interest Depreciation and Tax 69.06 64.07
Depreciation and Amortization Expense - 0.10
Profit before Interest and Tax 69.06 63.97
Finance Cost 17.38 8.29
Profit Before Tax & Extraordinary Items 51.69 55.68
Tax Expense
-Current Tax 13.33 14.29
-Deferred Tax Liability/(Assets) .23 0.38
Net Profit for the Year 36.60 41.01

2. Review of operations and affairs of the Company:

During the year under review the Company has earned a profit before InterestDepreciation & Tax of Rs. 69.06 lacs as compared to profit before InterestDepreciation & Tax of Rs. 64.07 lacs in previous year. The net profit for the yearunder review has been Rs. 36.60 lacs as compared to the previous year net profit of Rs.41.01 lacs. Your Directors are continuously looking for avenues for future growth of theCompany in Jute Industry.

3. Covid-19

The COVID-19 virus has shattered the world economy. The industry in general will haveto brace itself for the economic shocks of such nature. The Companies will have to preparecontingency plans such as work from home enhanced safety measures strategies forcontinuity of business and other affairs. The Company has taken necessary steps in termsof devising plans for mitigating such risk. There were no other material changes andcommitments affecting the financial position of the Company between end of the FinancialYear of the company to which the financial statements relate and the date of this report.

4. Share Capital

The paid up equity share capital of the Company as on March 31 2021 was Rs.76842370. During the year under review the authorized and paid-up share capital of theCompany remain unchanged. The Company has not issued shares with differential voting rightneither granted any stock options nor sweat equity shares during the financial year underreview.

5. Dividend:

In order to preserve the funds for further diversification and conserve the resourcesfor future growth of the Company the Board of Directors of the Company do not recommendany final dividend for the Financial Year 2020-21.

6. Transfer to Reserves:

The company has not proposed to transfer any amount to the general reserves during thefinancial year under review.

7. Board of Directors & Key Managerial Personnel

Mr. Sree Gopal Bajoria (DIN: 01102078) has been ceased to be Chairman cum ManagingDirector of the company w.e.f. December 29 2020 due to his resignation. The Board placeson record its appreciation for her invaluable contribution and guidance during the tenureFurther Mrs. Puja Bajoria (DIN : 07018123) was appointed as Chairperson cum ManagingDirector of the company w.e.f. December 29 2020 by the Board of Directors subject to theapproval of the shareholders of the company in ensuing Annual General Meeting in place ofMr. Sree Gopal Bajoria.

Mr. Avinash Bajoria (DIN : 01402573) was appointed as Additional Director of thecompany w.e.f. December 29 2020 by the Board of Directors of the company to hold theoffice up to date of the ensuing annual general meeting of the company.

Upon resignation of Mr. Nipurn Dosi he ceased to be Chief Financial Officer of thecompany w.e.f. July 30 2020. The Board places on record its appreciation for hisinvaluable contribution and guidance during the tenure. Further Mrs. Suman Agarwal wasappointed as Chief Financial Officer of the company w.e.f. November 30 2020 by the Boardof Directors of the company in place of Mr. Nipurn Dosi.

Ms. Jaishree Datwani has been ceased to be Company Secretary of the company due to herresignation on January 19 2021. The Board places on record its appreciation for herinvaluable contribution and guidance during the tenure Further Mr. Bhavesh Surolia wasappointed as Company secretary of the company w.e.f. January 20 2021 in place of Ms.Jaishree Datwani.

Woman Director

The Company has Mrs. Shashi Tibrewal (DIN: 06912179) and Mrs. Puja Bajoria (DIN:07018123) as Woman Director in the Board of the Company as per the requirement of Section149 of the Companies Act 2013 read with Rule 3 of the Companies (Appointment andQualification of Directors) Rules 2014.

8. Director retire by rotation

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Avinash Bajoria having Director Identification Number01402573 Director of the Company will retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for re-appointment. The Board andNomination and Remuneration Committee recommended his re-appointment to the shareholdersof the Company at the ensuing Annual General Meeting.

9. Deposits:

During the year under review your Company has not accepted any deposit covered underChapter V of the Act and neither has accepted any deposits which are not in compliancewith the requirements of Chapter V of the Act; and within the meaning of Section 73 and 74of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.There are no outstanding deposits as on 31st March 2021.

10. Listing of Equity Shares

The equity shares of the Company are listed on BSE Limited and the Annual Listing Feefor the Financial Year 2020-21 has been duly paid.

11. Particulars of loans guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act 2013 form part ofthe notes to the financial statements provided in this Annual Report. The loans wereprovided to meet the working capital requirements..

Further it is informed that the Company has neither given any guarantees nor providedany security during the Financial Year under review.

12. Particulars of contracts or arrangements made with related parties:

All Related Party Transactions entered during the year were in the ordinary course ofbusiness and on arm's length basis. The Company had not entered into any contractarrangement and transaction with related party(ies) which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.Accordingly the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act 2013 in Form AOC -2 is not applicable.

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The policy on materiality of related party transactions and dealing with related partytransaction as approved by the Board may be accessed on the Company's websitehttp://www.bkn.bajoriagroup.in/ViewPolicies.aspx

13. Management's Discussion and Analysis:

The Management Discussion and Analysis Report of the financial conditions and resultsof operations of the Company for the year under review as required under regulation 34(2) (e) read with Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) ispresented in the separate section forming part of this Annual Report as “AnnexureIV”.

14. Director's Responsibility Statement:

The Board of Directors acknowledge the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 inpreparation of annual accounts for the financial year ended 31st March 2021 and statethat: i. In the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2021 the applicable accounting standards had been followed with proper explanationrelating to material departures.

ii. 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 at the end of the financial year and ofprofit and loss of the Company for thatperiod.

iii. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv. The Directors had prepared the annual accounts for the financial year ended 31stMarch 2021 on a going concern basis.

v. The Directors had laid down proper internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.

vi. That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

15. Recommendations of the Audit Committee:

During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.

16. Human Resource Management:

To ensure good human resources management at Beekay Niryat Limited we focus on allaspects of the employee lifecycle. This provides a holistic experience for the employee aswell. During their tenure at the Company employees are motivated through variousskill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership.

17. Particulars of employees:

Information pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from time totime has been given as “Annexure II” which forms a part of this Report.

Remuneration Paid to Managing Director during 2020-21 (In Rupees) :-

Name of the Director Salaries and Allowances Perquisites Company's Contribution to PF Commission & Performance linked incentives Sitting Fees Total
Mr. Sree Gopal Bajoria 450000 NIL NIL NIL NIL 450000
Mrs. Puja Bajoria NIL NIL NIL NIL NIL NIL

i. None of the Directors had the pecuniary relationship with thecompany. ii. Thenon-executive Directors of the company are not paid any remuneration during the year2020-21. iii. The company enters into service contracts with all executive directors tillthe duration of their tenure. The services of the Executive Directors may be terminated byeither party giving the other party three months' notice or the company paying threemonths' salary in lieu thereof. There is no separate provision for payment of severancefees. iv. The company does not have any stock option/Employees Stock Option Scheme.

There are no employees who were in receipt of remuneration in excess of the ceilingprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

18. Corporate Governance:

Corporate governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. At Beekay Niryat Limited it isimperative that our company affairs are managed in a fair and transparent manner. This isvital to gain and retain the trust of our stakeholders. The Company is committed tomaintain the highest standards of corporate governance and adhere to the corporategovernance requirements set out by SEBI. The Company has also implemented several bestcorporate governance practices as prevalent globally.

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015compliance with the provisions of Regulation 17 18 19 20 2122 23 24 25 26 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) were not applicable on the companyduring the financial year 2020-21. Consequently the Compliance Report on CorporateGovernance as stipulated under Schedule V of the Listing Regulations do not form part ofthis Annual Report for the Financial Year 2020-21. The declaration of non-applicability ofcorporate governance from Managing Director is annexed herewith as

“Annexure- V”.

19. Auditors' certificate on Corporate Governance:

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and ExchangeBoard of India (Listing Obligations andDisclosureRequirements)Regulations2015compliancewiththeprovisionsofRegulation17 17A18192021222324 24A 2526 27 and clauses (b) to (i) of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V of Securities and Exchange Board ofIndia(Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) were not applicable on the company during the financial year 2020-21.Consequently the Auditors' Certificate on Corporate Governance as stipulated underSchedule V of the Listing Regulations do not form part of this Annual Report for theFinancial Year 2020-21.

20. Details with regards to meeting of Board of Directors of the Company:

The Board met 8 (Eight) times during the financial year 2020-21. The meetings were heldon July 31 2020; September 14 2020; November 12 2020; November 30 2020; December 082020; January 19 2021; February 12 2021; March 31 2021. The intervening gap between anytwo meetings was within the time period and quorum at these meetings was in conformitywith the provisions of the Companies Act 2013 and Listing Regulations and the SecretarialStandard-1 on Board Meetings issued by the Institute of Company Secretaries of India.

20.1 Separate Meeting of Independent Directors:

Independent Director plays a pivotal role in governance process of the Board andSchedule IV of the Companies Act 2013 and rules made thereunder mandates that theIndependent Directors of the Company should hold at least one meeting in a year withoutthe attendance of Non-Independent Directors.

The Independent Directors met once during the financial year ended 31st March 2021i.e. on February 12 2021 without the attendance of Non-Independent Directors in aninformal and flexible manner to enable the Independent Directors to discuss matterspertaining to inter alia evaluation of performance of Non-Independent Directors theBoard as a whole and evaluation of performance of the Chairperson of the Company takinginto account the views of Executive Directors and Non-Executive Directors. The IndependentDirectors also reviewed the quality quantity and timeliness of the flow of informationbetween the Company Management and the Board and its' Committees which is necessary toeffectively and reasonably perform and discharge their duties.

21. Other disclosures

As per declaration received from Independent Directors they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and havecomplied with Rule 6 of the companies (Appointment and Qualification of Directors) Rules2014 as amended as on date. As per evaluation done by the Nomination and RemunerationCommittee and by the Board of all the Independent Directors by considering the parameterssuch as whether the Directors uphold ethical standards of integrity and probity theability of the directors to exercise objective and independent judgment in the bestinterest of Company the level of confidentiality maintained adherence to the applicablecode of conduct for Independent Directors and their role in bringing independent judgmentduring Board deliberations on strategy performance risk management expertise andexperience etc. all the Independent Directors have maintained the integrity expertise andhave vast experience in the industry.

All the Independent Directors have registered themselves in the Independent Directorsdata bank but have not yet appeared in the self-assessment test and it is expected thatthey shall pass the test very soon in due course. They possess required qualificationskills expertise and experience to be appointed as Independent Directors of the Company.Moreover the independent directors have complied with the code of conduct as prescribedin Schedule IV to the Companies Act 2013. During the reporting period none of theDirectors of the Company are disqualified in terms of sub-section (2) of Section 164 ofthe Companies Act 2013.

The Company has devised the Terms and Conditions for appointment of IndependentDirectors available on the following web link http://www.bkn.bajoriagroup.in/Conduct.aspxCode of Conduct of Independent Directors available on the following web linkhttp://www.bkn.bajoriagroup.in/Conduct.aspx

22. Familiarization Programme for Independent Directors

In compliance with the requirements of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 the Company has put in place a familiarization programmefor Independent Directors as a guide for Independent Directors from time-to-time forbetter understanding of the Company's operations. The details of such familiarizationprogrammes for Independent Directors are posted on the website of the Companyhttp://www.bkn.bajoriagroup.in/Conduct.aspx

23. Committees of Board of Directors:

The Company's governance structure is based on the principles of freedom to theexecutive management within a given framework to ensure that the powers vested in theexecutive management are exercised with due care and responsibility so as to meet theexpectation of all the stakeholders. In line with these principles and the Companies Act2013 the Board has formed two committees: 1. the Audit committee and 2. the Nominationand Remuneration committee As per the provision of Section 178 (5) and Regulation 15 ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 formation ofStakeholders Relationship Committee is not mandatory for the Company and hence it is notformed.

The composition of the committees and compliances as per the applicable provisions ofthe Act and Rules and SEBI (LODR) Regulations 2015 are as follows:

Name of the Committee Name of the Company Member Position in the Committee
Mr. Pratap Kumar Mondal ([DIN: 06730854] Chairman
Audit Committee Mr. Sree Gopal Bajoria [DIN: 01102078]** Member
Mr. Umesh Joshi [DIN: 03385578]* Member
Mrs. Shashi Tibrewal [DIN: 06912179] Member

During the year the committee met 4 times on 31.07.2020; 14.09.2020 12.11.2020 and12.02.2021. NOTE : * Mr.Umesh Joshi was appointed as Member of the Committee w.e.f.January 19 2021. **Mr. Sree Gopal Bajoria ceased to be Director and Member of theCommittee w.e.f. December 29 2020.

Name of the Committee Name of the Company Member Position in the Committee
Mr. Umesh Joshi [DIN: 03385578] Chairman
Mr. Pratap Kumar Mondal [DIN: 06730854] Member
Nomination and
Remuneration Committee Mrs. Shashi Tibrewal[DIN: 06912179] Member

During the year the committee met Four times on 31.07.2020; 30.11.2020; 08.12.2020 and19.01.2021.

24. Performance Evaluation of the Board its Committees and individualDirectors

In terms of requirements of Listing Regulations and provisions of the Companies ActNomination cum Remuneration Committee of the Board of Directors of the Company specifiedthe manner for effective evaluation of performance of Board its Committees and IndividualDirectors. Based on the same annual evaluation of its own performance performance of itsCommittees Individual Directors including Independent Directors was carried out duringthe reporting period. The Company had adopted the evaluation parameters as suggested byICSI and SEBI with suitable changes from Company's perspective.

The Board has carried out an annual evaluation of its own performance and that of itsCommittees as well as performance of the Directors individually including IndependentDirectors (excluding the director being evaluated) has been made. Performance evaluationof Directors was carried out by Board and Nomination and Remuneration Committee onparameters such as appropriateness of qualification knowledge skills and experiencetime devoted to Board deliberations and participation level in board functioning extentof diversity in the knowledge and related industry expertise attendance andparticipations in the meetings and workings thereof and Initiative to maintain high levelof integrity and ethics and the same was apprised to the Board of Directors.

Independent Directors had carried out performance evaluation of Non-IndependentDirectors in their separate meeting the Board as a whole and performance evaluation ofChairman was carried out taking into account the views of Executive and Non-ExecutiveDirectors.

The performance of Committees were evaluated on parameters such as whether theCommittees of the Board are appropriately constituted have appropriate number of meetingsheld each year to accomplish all of its responsibilities maintain the confidentiality ofits discussions and decisions conduct self-evaluation at least annually make periodicalreporting to the Board along with its suggestions and recommendations.

Independent Directors' performance evaluation was carried out on parameters such aswhether the Directors uphold ethical standards of integrity and probity the ability ofthe directors to exercise objective and independent judgment in the best interest ofCompany the level of confidentiality maintained adherence to the applicable code ofconduct for Independent Directors and their role in bringing independent judgment duringBoard deliberations on strategy performance risk management etc.

The Board/Directors expressed their satisfaction with the evaluation process.

25. Statutory Auditors:

M/s. R P Khandelwal & Associates Practicing Chartered Accountants Jaipur havingFirm Registration No: 001795C were appointed as Statutory Auditors of your Company at the45th Annual General Meeting to hold office for a term of 5 consecutive Financial Years inplace of M/s. RANKS & Associates Chartered Accountants till the conclusion of 49thAnnual General Meeting to be held in the year 2025. Further M/s. R P Khandelwal &Associates Chartered Accountants have confirmed their consent and eligibility under theprovisions of the Companies Act 2013 to act as such.

The observations in the Auditor's report have been dealt with by making relevant notesin the Accounts and following comments /clarifications are given below:-

S. Auditor's opinion Management Reply
1. The Company has not prepared Consolidated Financial Statements as required under IND-AS 110 (Consolidated Financial Statements) and IND AS-28 (Investment in associates and joint ventures). The Company holds more than 20% holding in its one group companies. The shares are held for sale in near future and hence not accounted for as associated.
2. Non-Current Investments includes: i Shares held quoted and in physical form having market worth Rs. 1.15 lacs are not held in the name of the Company. This is c ontravention to section 187 of the Companies Act 2013. The Company is in the process of Converting theses shares in the name of the Company at its earliest and then proceeed to demat these shares.

Emphasis of Matter a. Maharashtra Industrial Development corporation (MIDC) hasallotted land at Ahmednagar Maharashtra vide agreement dated 16.10.2008 for developmentof Cooperative Housing project. In the absence of permission for construction of shedelectric connection & water connection the project could not be started. The Companyhas taken up the matter with MIDC. The expenses so far incurred is capitalized & shownas Leasehold Land. MIDC has not demanded for lease rental and therefore the same could notbe quantified & provided for / orpaid.

Your company is expecting to get the approval soon from MIDC.

b. Case filed by the company before Sessions Judge of civil court against HDFC BankLtd. for Rs 52000/- in relation with dishonor of a cheque by the bank for the saidamount. The amount is to be recovered from HDFC Bank. Confirmation from the party as wellas from HDFC Bank is awaited.

Your company is in rigorous follow up and expecting the decision of your favor.

c. For the purpose of computation of Fair Value as per IND AS 113 the fair value ofunquoted shares has been computed using audited financials as at 31st March 2020 as theaudited financials as at 31st March 2021 were not available.

Your company has tried its best to make available the latest financial for the purposeof determination of Fair Value.

d. The company has given loans to the tune of Rs. 227.07 lacs and also received loansto the tune of Rs. 107.39 lacs loans to the directors/their relatives/companies in whichdirectors of the company are also directors. The company gives loans to entities in itsordinary course of business activity. Interest has been charged to these entities at ratesas per market standards. The confirmation from these entities has also been received.

Your company charges interest on loans given to anyone whether related or not. TheLoans given are in no ways prejudicial to the interest of your company.

26. Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act 2013 and the rules madethereunder Mrs. Ankita Nevatia Proprietor at M/s. Ankita Nevatia & Co. PracticingCompany Secretaries having ICSI Membership No. FCS 8510 and C.O.P. No. 9709 was appointedas Secretarial Auditor to conduct secretarial audit of the Company for the financial year2020-21. The Secretarial Audit Report for the financial year 2020-21 is attached herewithas “Annexure I” ” along with Annexure A to this report. The report does notcontain any reservation qualification or adverse remark. Information referred to in theSecretarial Auditor Report are self-explanatory and do not call for any further comments.

27. Internal Auditor:

M/s Ashish NK Agrawal & Associates Chartered Accountants Jaipur performed theduties of Internal Auditors of the Company for 2020-21 and their report is reviewed by theAudit Committee of the company on Quarterly intervals.

28. Internal Control System

The Company has adequate internal control system to safeguard the Company's assets fromany loss or damage to control cost prevent revenue loss and required financial andaccounting controls and to effectively implement the applicable accounting standards.

29. Risk Management Policy:

In compliance with the applicable provisions of Companies Act 2013 the Board hasframed and adopted the Risk Management Policy of the company in order to ensure that theCompany's affairs shall be carried out in a sound and prudent manner by managing itsbusiness operating and financial risk by adopting appropriate risk identificationassessment and control and mitigation measures.

30. Vigil Mechanism/ Whistle Blower Policy:

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsdirectors and employees who have concerns about suspected misconduct to come forward andexpress these concerns without fear of punishment or unfair treatment. Your Company hasestablished a vigil mechanism for grievances Redressal of the Directors and employees ofthe Company which will help in reporting genuine concerns or grievances of Directors andemployees actual or suspected fraud and it provides adequate safeguards againstvictimization. The Whistle Blower shall also have right to access to the Chairman of theAudit Committee directly in exceptional cases. The Whistle Blower Policy is available onour website http://www.bkn.bajoriagroup.in/ViewPolicies.aspx

During the year under review the Company has not received any complaint under thispolicy.

31. Details of Subsidiaries Associates & Joint Venture

The company does not have any Subsidiary Associates or Joint Venture Companies.

32. Details of policy developed and implemented by the company in its Corporate SocialResponsibility initiatives taken during the year:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the company does not fall under the ambit as provided under Section 135 ofthe Companies Act 2013 read-with Rules made thereunder.

33. Details of fraud reports by auditors under sub-section (12) of section 143 ofCompanies Act 2013

As specified under Section 143 (12) of Companies Act 2013 including any statutoryamendments or modifications if any the auditor of the company has not reported any fraudin the course of the performance of his duties as auditor.

34. Extract of Annual Return:

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of theCompanies Act 2013 read with Rules 12(1) of the Companies (Management and Administration)Rules 2014 the Annual Return of the Company is uploaded on the website of the Companyi.e. http://www.bkn.bajoriagroup.in/AnnualReport.aspx

35. Significant and Material Orders passed by the Regulators or Courts:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the Company and Company's operationsinfuture.

36. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013:

The Company has in place Prevention of Sexual Harassment at Workplace - Policy in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. All employees (permanent contractual temporary andtrainees) are covered under this policy. Further it is hereby stated that the company hascomplied with provisions relating to the constitution of Internal Complaints Committeewhich is responsible for redressal of complaints related to sexual harassment at theworkplace. During the period under review no complaint had been received under the Act.The policy is available onthe Company'swebsiteat thehttp://www.bkn.bajoriagroup.in/ViewPolicies.aspx No. of Complaints received: NIL

No. of Complaints resolved: NIL No. of Complaints pending: NIL

37. Maintenance of Cost Records:

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.

38. Material Changes and Commitments affecting the financial position of the companybetween the end of financial year and the date of this report:

The COVID-19 virus has shattered the world economy. The industry in general will haveto brace itself for the economic shocks of such nature. The Companies will have to preparecontingency plans such as work from home enhanced safety measures strategies forcontinuity of business and other affairs. The Company has taken necessary steps in termsof devising plans for mitigating such risk. There were no other material changes andcommitments affecting the financial position of the Company between end of the FinancialYear and the date of this report.

39. Prevention of Insider Trading:

The Company has also adopted a code of conduct for prevention of insider trading. Allthe Directors senior management employees and other employees who have access to theunpublished price sensitive information of the Company are governed by this code.

During the year under Report there has been due compliance with the said code ofconduct for prevention of insider trading. The Board has already adopted a revised Code ofPrevention of Insider Trading based on the SEBI (Prohibition of Insider Trading)Regulations 2015. The same has been placed on the website of the Companyhttp://www.bkn.bajoriagroup.in/ViewPolicies.aspx

40. Green Initiative for Paperless Communication

Ministry of Corporate Affairs ("MCA") Government of India has announced"Green Initiative in Corporate Governance" by allowing Companies to send Notices/ Documents / Annual Reports and other communication to its shareholders by electronicmode i.e. by e-mail.

In line with the initiatives taken by MCA BEEKAY NIRYAT LIMITED proposes to senddocuments such as Notices of General Meeting(s) other Notices Annual Report and allother communications to its Shareholders through electronic mode i.e. on the e-mailaddress provided by you.. To support this green initiative in full measure members whohave not registered their e-mail addresses so far are requested to register their e-mailaddresses in respect of electronic holdings with the Depository through their concernedDepository Participant. Members who hold shares in physical form are requested to fill inthe Registration form which can be obtained from Company's Registrar Beetal Financial& Computer Services Pvt. Ltd.

Please note that all such documents shall be made available on the Company's websiteand the same shall also be kept open for inspection at the Registered Office of theCompany during the business hours.

41. The conservation of energy technology absorption foreign exchange earnings andoutgo:

The particulars as prescribed under Sub Section 3 (m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure VI tothis Board'sReport.

42. Secretarial Standards

Your Directors states that they have devised proper systems to ensure compliance withthe provisions of all applicable Secretarial Standards and that such system are adequateand operating effectively and the applicable Secretarial Standards have been duly compliedby your Company.

43. Policy on Directors' Appointment and Remuneration:

Your Company has a well-de ned policy for selection appointment and remuneration ofthe Directors Key Managerial Personnel and Senior Management. The main objective of thesaid policy is to ensure that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate the Directors Key Managerial Personnel andSenior Management employees. The web link of the policy ishttp://www.bkn.bajoriagroup.in/ViewPolicies.aspx

The Nomination and Remuneration Policy of Directors Key Managerial Personnel andSenior Management employees includes the criteria for determining qualifications positiveattributes independence of director and other matters as per section 178(3) of theCompanies Act 2013 is stated in the “Annexure III” which form part to thisreport.

44. ACKNOWLEDGEMENT:

The Board of Directors expresses their gratitude and its appreciation to thecooperation and support of the Company's Bankers Government Departments & OtherAgencies. The Board also records its deep appreciation of the creditable services renderedby the Company's employee at all levels.

By order of the Board of Directors
For BEEKAY NIRYAT LIMITED
Sd/- Sd/-
PUJA BAJORIA AVINASH BAJORIA
Chairperson cum Managing Director Director
(DIN: 07018123) (DIN: 01402573)
Address: 404 Nemi Sagar Colony Queens Road Address: 404 Nemi Sagar Colony Queens Road
Vaishali Nagar Jaipur 302021(Raj.) J aipur 302021(Raj.)
Place: Jaipur
Date: 04.09.2021

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