BIJOY HANS LIMITED
Your Directors are pleased to present the 33rd Annual Report of your Companytogether with the Audited Statement of Accounts and the Auditor's Report for the financialyear ended 31st March 2018.
1. FINANCIAL RESULTS:-
|PARTICULARS ||2017-18 ||2016-17 |
| ||(Rs.) ||(Rs.) |
|Profit before depreciation & tax ||-361208 ||-522182 |
|Less: Depreciation ||824075 ||744759 |
|Less : Provision for income tax ||- ||- |
|Add : Deferred Tax Benefit ||51616 ||-35753 |
|Profit for the year || |
|Add: Last year Balance ||14780388 ||16083082 |
|Less : Adjustment for Depreciation ||- ||- |
|Balance carried over to next year ||13646721 ||14780388 |
In view of the planned business growth your Directors deem it proper to preserve theresources of the Company and therefore do not propose any dividend for the financial yearended 31st March 2018.
3. TRANSFER TO RESERVES
Since the Company has incurred a loss in the current financial year no amount has beentransferred to Reserve & Surplus Account.
4. STATE OF THE COMPANY'S AFFAIRS AND FUTURE OUTLOOK
The Company is engaged in the business of Pharmaceutical Medical and cosmetics goods.There has been no change in the business of the company during the financial year ended31st March 2018
5. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the Financial position of the companyoccurred between the end of the Financial year to which this Financial statements relatesand the date of this report.
6. LOANS GUARANTEES AND INVESTMENTS
There was no loan guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
7. EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form No. MGT-9 as required under section 92(3) of theCompanies Act 2013 for the Financial Year ending March 31 2018 is annexed hereto asAnnexure-I and forms part of this report.
8. RELATED PARTY DISCLOSURE
All the related party transactions entered into during the financial year ended 31stMarch 2018 were on arm's length price and were in the ordinary course of business.Therefore the provisions of Section
188 of the Companies Act 2013 were not attracted. Further there was no materiallysignificant related party transaction during the year under review made by the Companywith Promoters Directors Key Managerial Personnel and other designated person which mayhave a potential conflict with the interest of the Company at large. Thus disclosure inForm AOC-2 is not required.
9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:
The company does not attract the provisions of Section 134 (m) of the Companies Act2013. There was no foreign exchange inflow or Outflow during the year under review.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 152 of the Companies Act 2013 and in accordancewith the provisions of the Articles of Association of the Company Sri Ashim KumarPatawari Managing Director of the Company is liable to retire by rotation and beingeligible offers himself for reappointment.
Sri Ashim Kumar Patawari is not disqualified under section 164(2) of the Companies Act2013.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit and Compliance Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.
12. DECLARATION BY AN INDEPENDENT DIRECTOR (S) AND RE- APPOINTMENT IF ANY
The independent directors have submitted declaration that each of them meets thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 andthere has been no change in the circumstances which may affect their status ofindependence.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 8 Board Meetings and 4 Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
14. SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Management Personnel) Rules 2014 Ms Alpana AgarwalCompany Secretaries were appointed as Secretarial Auditor of the Company. The SecretarialAudit Report is annexed as Annexure II and forms part of this report.
The Company has not accepted any deposits during the year under review.
16. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY
The Company does not have any Subsidiary Joint Venture or an Associate Company.
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE TRIBUNAL COURTS ANDREGULATORS.
No significant and material orders have been passed by the Tribunals Courts andregulator impacting the going concern status and the Company's operations in future.
18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
The Company has in place adequate internal financial controls with reference tofinancial Statements. During the year under review such controls were tested and noreportable material weaknesses in the design or operation were observed.
19. RISK MANAGEMENT
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
20. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the Listing agreement and as perrelevant provisions of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as referred to in Regulation 15(2) of theListing Regulations is annexed with the report.
21. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review no case of sexual harassment was reported.
22. BOARD'S COMMENTS ON THE AUDITOR'S REPORT
The observations of the statutory auditors when read together with the relevant notesto the accounts and auditing policies are self-explanatory.
23. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
1. In preparation of the Annual Accounts for the financial year ended 31stMarch 2018 the applicable Accounting Standards have been followed along with properexplanation to material departures;
2. The Directors have 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 ofthe profit or loss of the Company for that period.
3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
4. The Directors have prepared the Annual Accounts on a going concern basis.
5. The Directors had laid down internal financial controls to be followed by theCompany and that such controls are adequate and operating effectively and
6. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that systems were adequate and operating effectively.
(a) Statutory Auditors and their Report
M/s Jain Patni & Associates Chartered Accountants Guwahati have tendered theirresignation as Statutory Auditor of the Company resulting in casual vacancy in the officeof the Statutory Auditors of the Company.
The Board of Directors in their meeting held on 18th August 2018 as recommended by theAudit Committee appointed M/s Mahendra Pareek & Co. Chartered Accountants Guwahati(FRN 0324053E) as Statutory Auditors of the Company to fill the casual vacancy caused bythe resignation of M/s Jain Patni & Associates Chartered Accountants to conduct theaudit for the Financial year 2018-19 subject to the approval of the Members of theCompany.
M/s Mahendra Pareek & Co. Chartered Accountants have conveyed their consent to beappointed as Statutory Auditor of the Company alongwith the confirmation theirappointment if made by the members would be within the limits prescribed under theCompanies Act 2013.
(b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors appointed Ms Alpana Agarwal Company Secretary in Practice as SecretarialAuditor to carry out Secretarial Audit of the Company for the Financial year 2017-18. Thereport given by her for the said financial year in the prescribed format is annexed tothis Report as Annexure D. The Secretarial Audit Report contains observations regardingnon appointment of Company Secretary as Compliance officer pursuant to regulation 6 ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015. The company hasduly complied and appointed the Company Secretary as Compliance Officer as required underRegulation 6 of SEBI (LODR) Regulations 2013.
Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
| ||For and on behalf of the Board of Directors of |
| ||BIJOY HANS LIMITED |
|Place: Guwahati ||Ashok Kumar Patawari ||Ashim Kumar Patawari |
|Date : 18th August 2018 ||Managing Director ||Director |
| ||DIN: 00154286 ||DIN: 01972489 |