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Bijoy Hans Ltd.

BSE: 524723 Sector: Others
NSE: N.A. ISIN Code: INE491D01017
BSE 00:00 | 10 Mar Bijoy Hans Ltd
NSE 05:30 | 01 Jan Bijoy Hans Ltd
OPEN 21.05
PREVIOUS CLOSE 21.05
VOLUME 105
52-Week high 21.05
52-Week low 21.05
P/E
Mkt Cap.(Rs cr) 6
Buy Price 21.05
Buy Qty 5.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.05
CLOSE 21.05
VOLUME 105
52-Week high 21.05
52-Week low 21.05
P/E
Mkt Cap.(Rs cr) 6
Buy Price 21.05
Buy Qty 5.00
Sell Price 0.00
Sell Qty 0.00

Bijoy Hans Ltd. (BIJOYHANS) - Director Report

Company director report

To

The Members

BIJOY HANS LIMITED

Your Directors are pleased to present the 34th Annual Report of your Companytogether with the Audited Statement of Accounts and the Auditor's Report for the financialyear ended 31st March 2019.

HIGHLIGHTS OF PERFORMANCE

PARTICULARS 2018-19 (Rs) 2017-18 (Rs)
Turnover 6285453 6833617
Profit/ (Loss) before Interest Depreciation & Taxation (PBIDT) -136787 -284099
Interest 42528 77108
Profit/ (Loss) before Depreciation & Taxation (PBDT) -179315 -361207
Depreciation 624450 824075
Profit/ (Loss) before Tax and Extraordinary Items (PBTE) -803765 -1185282
Extraordinary items 0 0
Profit/ (Loss) before Tax (PBT) -803765 -1185282
Provision for Taxation/ (Deferred Tax) -1854 51616
Profit/ (Loss) after Tax (PAT) -805619 -1133666
Other Comprehensive Income 0 0
Total Comprehensive Income -805619 -1133666

SHARE CAPITAL

The Paid-up Share Capital of the Company comprising Equity Shares is Rs.300.00 Lacsas on 31st March 2019. The Company has not during the year issued anyshares.

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 2019 is annexed hereto asAnnexure-I and forms part of this report.

MEETINGS

During the year under review 5 (Five) Board Meetings were held on 29.05.201803.08.2018 18.08.2018 13.11.2018 and 07.02.2019.

During the year under review 5 (Five) Audit Committee Meetings were held on29.05.2018 03.08.2018 08.08.2018 13.11.2018 and 07.02.2019.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

ACCOUNTING POLICIES AND PROCEDURES

The Company has adopted the Indian Accounting Standards ("Ind AS") notifiedunder the Companies (Indian Accounting Standards) Rules 2015 for preparation andpresentation of these Financial Statements.

The financial statements provide a true and fair view of the state of affairs of theCompany and are compliant with the accounting standards notified in the Companies Act2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorsof the Company hereby confirm to the best of their knowledge and belief that-

a. In preparation of the Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanations relating to material departures;

b. 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 loss of the Company for that period.

c. 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.

d. The Directors have prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by theCompany which are adequate and operating effectively and

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

STATEMENT OF DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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 andregulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and there has been no change in the circumstances which may affect their status ofindependence.

BOARD'S COMMENTS ON THE STATUTORY AUDITOR'S REPORT AND IN THE REPORT OF THE SECRETARIALAUDITOR

The Statutory Auditors have issued an Audit Report with unmodified opinion on theFinancial Results of the Company for the year ended 31st March 2019 and therewere no qualifications reservations adverse remarks or disclaimers in the said reportand also in the Secretarial Audit Report.

LOANS GUARANTEES AND INVESTMENTS

There were no loans 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.

RELATED PARTY DISCLOSURE

All the related party transactions entered into during the financial year ended 31stMarch 2019 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 materially significant related party transaction during the yearunder review made by the Company with Promoters Directors Key Managerial Personnel andother designated person which may have a potential conflict with the interest of theCompany at large. Thus disclosure in Form AOC-2 is not required.

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 2019.

TRANSFER TO RESERVES

Your Board has considered appropriate not to transfer any amount to the GeneralReserves of the Company.

DIVIDEND

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 2019.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND 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.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors companies of thefollowing key areas:

i) Attendance of Board and Committee Meetings

ii) Quality of contribution to Board deliberations

iii) Strategic perspectives or inputs regarding future growth of Company and itsperformance

iv) Providing perspectives and feedback going beyond information provided by themanagement

v) Commitment to Shareholders and other stakeholder interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors.

A member of the Board will not participate in the discussion of his/ her evaluation.

DIRECTORS

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 Ms. Shweta Patawari(DIN: 06935613) retires by rotation at the forthcoming Annual General Meeting and beingeligible offers herself for reappointment.

Sri Raj Kumar Harlalka (DIN: 00594512) will vacate office as Independent Director atthe conclusion of the forthcoming Annual General Meeting of the Company. On therecommendations of the Nomination and Remuneration Committee the Board has proposed thereappointment of Sri Raj Kumar Harlalka as Independent Director of the Company for aperiod of 5 years commencing from the conclusion of the 34th Annual GeneralMeeting to the conclusion of the 39th Annual General Meeting.

Your approval for their appointment as Independent Director has been sought in theNotice convening the Annual General Meeting.

Notice under section 160 of the Companies Act 2013 has been received from a membersignifying his intention for reappointment of Sri Raj Kumar Harlalka who has filedconsent to act as director of the Company if appointed.

All Directors have certified that the disqualifications mentioned under Sections 164167 and 169 of the Companies Act 2013 do not apply to them. Your Directors hereby affirmthat the Directors are not debarred from holding the office of director by virtue of anySEBI order or any order from such other authority. The Independent Directors have affirmedcompliance with the Code for the Independent Directors mentioned in Schedule IV of theCompanies Act 2013. The Independent Directors have given their declaration that they meetthe criteria of independence referred to in Section 149(6) of the Company's Act 2013 andthat they are not disqualified to act as such Independent Directors.

Brief profiles of the Directors being reappointed have been provided in the Notice ofthe Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The following functioned as Key Managerial Personnel during the year:

Ashok Kumar Patawari Managing Director
Richi Patawari Chief Financial Officer
Manisha Agarwala Company Secretary

DEPOSITS

The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE TRIBUNAL COURTS ANDREGULATORS

There are no significant and material orders passed by the Tribunals Courts andregulators that would impact the going concern status of the Company and its futureoperation.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference tofinancial Statements. An independent firm of Chartered Accountants serves as an internalauditor to execute the internal audit functions. The management and the Audit Committee ofthe Board observes and then recommends corrective measures following such audits toimprove business operations.

CORPORATE SOCIAL RESPONSIBILITY

It is not obligatory on the part of your Company to have a Corporate SocialResponsibility Policy/Committee since your Company's net worth turnover and net profitduring the financial year ended on 31st March 2019 is below the threshold limits asspecified in Section 135 of the Companies Act 2013.

AUDIT COMMITTEE

The Board of Directors has constituted an Audit Committee which consists of 3 (Three)Non-Executive Directors of whom two are Independent Directors possessing the requisiteexperience and expertise. The composition of the Audit Committee is as follows:

Sri Raj Kumar Harlalka Independent Director Chairman
Sri Pukhraj Lunkar Independent Director Member
Sri Ashim Kumar Patawari Director Member

All recommendations of the Audit Committee were duly accepted by the Board and therewere no instances of any disagreements between the Committee and the Board during theyear.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has put in place a Vigil Mechanism Policy in accordance with Section177(10) of the Companies Act 2013 for the Directors and Employees of the Company toreport their genuine concerns or grievances relating to actual or suspected fraudunethical behaviour violation of the Company's Code of Conduct or Ethics Policy and anyother event which would adversely affect the interests of the business of the Company.

The details of the policy may be viewed at the official website of the Company atwww.bijoyhans.net. It is affirmed that no Personnel has been denied access to the AuditCommittee.

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Management Discussion and Analysis Report is annexedhereto as "Annexure II".

CORPORATE GOVERNANCE CERTIFICATE

Your Company is exempted from complying with the Corporate Governance provisions underRegulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 since the Company's share capital and net worth was less than the specifiedthreshold as on the last day of the previous financial year.

SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has during the year complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DEMATERIALISATION OF SECURITIES

The shares of the Company are compulsorily traded in dematerialised form for allshareholders. 7.79% of the total number of shares stand dematerialised as on 31st March2019. Letters have been sent to all shareholders holding shares in physical mode informingthem that as per revised Regulation 40 of SEBI (LODR) Regulations 2015 shares will betransferred only in dematerialised mode effective from 1st April 2019 and theshareholders have been requested to dematerialise their existing shares in physical form.

AUDITORS

M/s Mahendra Pareek & Co. Chartered Accountants (Firm Regn No. 0324053E ) who wereappointed Statutory Auditors of the Company in terms of Section 139 of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 to hold office from theconclusion of the 33 rd Annual General Meeting upto the conclusion of the 38 thAnnual General Meeting continue as Statutory Auditors of the Company.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Management Personnel) Rules 2014 M/s Rakesh Agrawal & Co. CompanySecretaries were appointed as Secretarial Auditor of the Company. The Secretarial AuditReport is annexed as Annexure III and forms part of this report.

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 these Financial statements relatesand the date of this report.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation for theassistance and cooperation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. Your Directorsalso wish to place on record their deep sense of appreciation for the committed servicesby the Company'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 : 12th August 2019 Managing Director Director
DIN:00154286 DIN:01972489