b j duplex boards ltd Directors report

Dear Members,

Your Directors have pleasure in presenting the 29th Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the financial year ended March 31, 2023.

Financial Highlights:

The Financial Results for the year under review are summarized as under:

PARTICULARS	For F.Y 2022-23 (Amount in Rs. ‘000)	For F.Y 2021-22 (Amount in Rs. ‘000)
Total Income	-	-
Total Expenditure	381.46	133.26
Profit/(loss) before tax and Exceptional item	(381.46)	(133.26)
Less: Exceptional item	-	-
Profit before tax	(381.46)	(133.26)
Less: Current Tax	-	-
Less: Deferred tax	-	-
Profit (Loss) for the period	(381.46)	(133.26)
Earnings per share
Basic	(0.07)	(0.03)
Diluted	(0.07)	(0.03)

For further details, kindly refer to the Financial Statements forming part of this report.

STATE OF COMPANYS AFFAIRS/ PERFORMANCE

Due to adverse business condition, the Company has not undertaken any business activity during the year under review.

The amount of Total Expenditure including professional and other expenses sums out to be Rs. 381.46 Thousands. Therefore, the Profit/Loss before and after tax, for the year under review, stood negative at Rs. 381.46 Thousands i.e. the amount spent towards discharging expenses as compared to the loss of Rs. 133.26 Thousand, incurred in the previous Financial Year 2021-2022.

FINANCIAL STATEMENTS

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

ANNUAL RETURN

In terms of Section 134 (3)(a) of the Companies Act, 2013 (hereinafter to be referred to as Act) the Annual Return of the Company as on March 31, 2023, as referred to in sub section (3) of Section 92 is available on the website of the Company at https://www.bjduplexboard.com/investor-relations/.

NUMBER OF MEETINGS OF BOARD

The information in terms of Section 134(3)(b) of the Act is given below: -

Dates for the Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

During the year, 5 (Five) Board Meetings were held on the following dates:

Sr. No Date of Board Meeting	No of Directors eligible to attend the Meeting	No of Directors attended Meetings
1 17.05.2022	4	4
2 09.08.2022	4	4
3 04.11.2022	4	4
4 10.11.2022	4	4
5 10.02.2023	4	4

GENERAL BODY MEETING

During the year under review, the Annual General Meeting of the Company was held on September 30, 2022 for the Financial Year ended on March 31, 2021.

DIRECTORS RESPONSIBILITY STATEMENT: -

As required under Section 134(3)(c) of the Act, your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the annual accounts have been prepared on a going-concern basis; e. the proper internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and f. the proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

In terms of Section 134 (3) (ca) of the Companies Act, 2013, there are no frauds reported by auditors under subsection (12) of Section 143 of the Companies Act, 2013, details of which are required to be mentioned in the

Directors Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors under Section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under Section 149(6) of the said Act. The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

The Board is of the opinion that the Independent directors of the Company possess requisite qualifications, skills, experience and expertise and that they hold the highest standards of integrity.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Policy are:

i. It lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a director (executive/non-executive/independent) of the Company;

ii. To recommend to the Board the policy relating to the remuneration of the Directors, KMP and Senior Management/Other Employees of the Company; and

iii. Reviewing and approving corporate goals and objectives relevant to the compensation of the executive Directors, evaluating their performance in light of those goals and objectives and either as a committee or together with the other independent Directors (as directed by the Board), determine and approve executive Directors compensation based on this evaluation; making recommendations to the Board with respect to KMP and Senior Management compensation and recommending incentive-compensation and equity-based plans that are subject to approval of the Board.

During the year under review, there has been no change to the Policy. The Nomination and Remuneration Policy of the Company is available on the website of the Company and can be accessed at the following web link: https://www.bjduplexboard.com/investor-relations/.

AUDITORS REPORT

i. Statutory Audit Report: -

M/S V. R. Bansal & Associates, Chartered Accountants, (FRN 016534N), were appointed as Statutory Auditors of the Company at the 25^th Annual General Meeting held on 30th September, 2019 for a term of five consecutive years. The Auditors Report being self-explanatory, requires no comments from the Directors. Further, there are no reservations, qualifications, disclaimers or adverse remarks in the Audit Reports issued by them in respect of Financial Statements of the Company for the Financial Year 2022-23.

ii. Secretarial Audit Report: -

M/s Parveen Rastogi & Co., Practicing Company Secretary having CP No. 26582 and Membership No. F4764 was appointed by the Board of Directors as the Secretarial Auditor of the Company for the financial year under review pursuant to Section 204 of the Companies Act, 2013. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the financial year 2022-23 is annexed as ‘Annexure A and forms part of this report.

The observations of the secretarial auditors in their report are self-explanatory and therefore, the directors do not have any further comments to offer on the same.

iii. Internal Auditor:-

The internal auditor of the Company is M/s G.M. & Co., Chartered Accountants who was appointed for the financial year 2022-23 in accordance to Section 138 of the Companies Act, read with Companies (Accounts) Rules, 2014 and carried out the roles and responsibilities which are as follows: Evaluated and provided reasonable assurance that risk management, control, and governance systems are functioning as intended and will enable the organizations objectives and goals to be met. Reported risk management issues and internal controls deficiencies identified directly to the audit committee and provided recommendations for improving the organizations 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.

iv. Cost Audit:-

The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Act, there were no Loans, Guarantees and Investments which covered under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

All related party transactions that were entered by the Company during the financial year 2022-23 were on arms length basis and in ordinary course of business. Therefore, the provisions of the Section 188 of the Companies Act, 2013 were not attracted.

Further, there are no materially significant related party transactions during the year under review which may have a potential conflict with the interest of the Company at large. Thus, the Disclosure in form AOC-2 is not required. However, the details of all Related Party Transaction have been disclosed in Note 16 of the Financial Statements of the Company.

RESERVES:

No amount was transferred to the Reserves under the head "Other Equity" in the Balance Sheet during the year under review.

Further, no amount has been transferred or proposed to be transferred to any other reserves.

DIVIDEND

Considering the financial business and adverse business conditions, your Directors have decided to not to recommend any amount for declaration of Dividend for the year under review. Hence, information required in terms of Section 134(3)(k) of the Act is Nil.

The provisions regarding the formulation of Dividend Distribution Policy were not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments, effecting the financial position of the Company happening in between the end of the Financial Year 2022-23, to which the Financial Statements relate, and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as follows:

(A) CONSERVATION OF ENERGY

1. the steps taken or impact on conservation of energy	Not applicable
2. the steps taken by the company for utilizing alternate sources of energy	as the Company
3. the capital investment on energy conservation equipment	has not carried
	out any business
	activity.

(B) TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities. Accordingly, the information related to technology absorption is not applicable to your Company.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company neither had any Foreign exchange earnings norincurred any Foreign Exchange Expenditure.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY IN TERMS OF SECTION 134(3)(n) OF THE ACT

Pursuant to provisions of the Companies Act, 2013, your Company has formulated and adopted a Risk Management Policy that covers a formalized Risk Management Structure, alongwith other aspects of Risk Management i.e. Credit Risk Management, Operational Risk Management, Market Risk Management and Enterprise Risk Management. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organization. Directors are overall responsible for identifying, evaluating, and managing all significant risks faced by the Company.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR IN TERMS OF SECTION 134(3)(o) OF THE ACT: -

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable to our Company.

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS HAS BEEN MADE IN TERMS OF SECTION 134(3)(p) OF THE ACT READ OVER WITH RULE 8(4) OF THE COMPANIES (ACCOUNTS) RULES, 2014: -

Pursuant to the applicable provisions of the Companies Act, 2013, the Board, in consultation with its Nomination

& Remuneration Committee, has put in place a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of Directors of the Company, its Committees and Individual Directors, including Independent Directors. Accordingly, the following is the criteria for evaluation: -

a) Criteria for evaluation of the Board of Directors as a whole: i. The Frequency of Meetings ii. Quantum of Agenda iii. Administration of Meetings iv. Flow and quantity of Information from the Management to the Board v. Number of Committees and their role. vi. Overall performance of the Company vii. Engagement in Corporate Governance, ethics and compliance with the Companys code of conduct.

b) Criteria for evaluation of the Board Committees: i. Appropriateness of size and composition ii. The Frequency of Meetings iii. Quantum of Agenda iv. Administration of Meetings v. Flow and quantity of Information from the Management to the Committee vi. Role of Committees. vii. Contribution to the decision-making process of the Board.

c) Criteria for evaluation of the Individual Directors including Independent Directors; i. Experience and ability to contribute to the decision-making process ii. Problem solving approach and guidance to the Management iii. Attendance and Participation in the Meetings iv. Personal competencies as per Chart given in the Nomination and Remuneration Policy and contribution to strategy formulation v. Contribution towards statutory compliances, monitoring of controls and Corporate Governance vi. The evaluation of independent directors shall be done by the entire board of directors which shall include: - (a) Performance of the directors; and (b) fulfillment of the independence criteria as specified in the Companies Act, 2013 and Listing Regulations and their independence from the management: Provided that in the above evaluation, the directors who are subject to evaluation shall not participate

The performance evaluation of all the Independent Directors shall be done by the entire Board and while doing so, the Director subject to evaluation shall not participate. On the basis of performance evaluation done by the Board, it will be determined whether to extend or continue their term of appointment, whenever their respective term expires.

Moreover, the performance evaluation is also based on the terms as specified by the Nomination and Remuneration Committee as per the PART D of Schedule II of SEBI (LODR) Regulations, 2015.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE FINANCIAL YEAR UNDER REVIEW

Since, the Company does not have any Subsidiary Company, Associate Company or a Joint Venture.

Further, no company has become or ceased to be Companys Subsidiary or Associate during the year under review.

INTERNAL CONTROL SYSTEM & ITS ADEQUACY

There are adequate internal control procedures which commensurate with the size of the Company and nature of its business for the purchase of inputs, availing of services, fixed assets, for the sale of goods and providing of services. Full-fledged Internal Audit department carries out pre and post audit of all significant transactions throughout the year. Based on the Annual Internal Audit programme as approved by Audit Committee of Board, regular internal audits are conducted. Company has also appointed M/s GM & Co., Chartered Accountants, New Delhi (outsourced) as Internal Auditor before Audit Committee, which reviews and discuss the actions taken with the Management.

CHANGE IN THE NATURE OF COMPANYS BUSINESS

There is no change in the nature of Companys business, during the year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

DIRECTORS

The Directors in the Company as on 31.03.2023 are as follows: -

Sr. No. DIN	Name of Director	Designation
1. 00106272	Mr. Satya Bhushan Jain	Whole Time Director
2. 03031419	Mr. Ashish Jain	Independent Director
3. 03267887	Mr. Sudhanshu Saluja	Director
4. 08438613	Ms. Vasudha Jain	Independent Director

Mr. Sudhanshu Saluja (DIN: 03267887), who was liable to retire by rotation, was re-appointed as Director by the Shareholders in their Annual General Meeting held on September 30, 2022.

Further, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Satya Bhushan Jain (DIN: 00106272), Director of the Company retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Brief Resume and other details relating to the Director who is proposed to be re-appointed on retirement by rotation in the ensuing Annual General Meeting of the Company, as required to be disclosed under Regulation 36 of the SEBI (Listing Obligations and Disclosure Regulations forms part of the Notice of Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMP):

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 as on 31.03.2023 are as follows: -

Sr. No. Name of KMP	Designation
1. Mr. Satya Bhushan Jain	Whole Time Director
2. Mr. Sudhanshu Saluja	Chief Financial Officer
3. Ms. Divya Mittal	Company Secretary & Compliance Officer

There was no change (appointment or cessation) in the office of KMPs during the year under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year under review in terms of Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future. As such, the information in terms of Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014 is nil.

DISCLOSURE AS TO COST AUDIT AND COST RECORDS

The Company does not fall within the purview of Section 148 of the Companies Act, 2013, and hence, it is not required to appoint a cost auditor and to maintain any cost records for the financial year 2022-2023 and accordingly such accounts and records are not maintained by the Company.

DISCLOSURE IN RELATION TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Although the provisions related to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable to our Company, however it may please be noted that there have been no complaints under this Act during the year under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 in relation to the Company and therefore, information as required under Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014 for the year under review is not applicable to our Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no one time settlement with any Bank or Financial Institution by the Company during the year under review.

DECLARATIONS ON COMPLIANCE WITH CODE OF CONDUCT BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

The Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and with the highest standards of business ethics. Companys Code of Ethics is intended to provide guidance and help in recognizing and dealing with ethical issues, mechanisms to report unethical conduct and to help foster a culture of honesty and accountability. The Board has adopted a Code of Conduct for Directors, Senior Management and other Employees of the Company.

The Declaration in terms of Para D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 by the Whole Time Director of the Company stating that members of the Board of Directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management is annexed to this report as ‘Annexure B.

REVIEW OF LEGAL COMPLIANCE REPORTS

During the year, the Board periodically reviewed compliance reports with respect to the various laws applicable to the Company, as prepared and placed before it by the Management.

SHARE CAPITAL

(A) Authorised Share Capital:

The Authorised Share Capital of the Company as on March 31, 2023 stands at Rs.1,20,00,000/- (divided into 1,20,00,000 Equity Shares of Rs.1/- each). During the year, there has been no change in the Authorized Share Capital of the company.

(B) Issued, Subscribed and Paid Up Share Capital

The Issued, Subscribed and Paid up Share Capital of the Company as on March 31, 2023, stands at Rs. 51,81,200 /- (divided into 51,81,200 Equity Shares of Rs.1/ each and Calls in Arrears of Rs. 14,15,000/-)

After the closure of the financial year under review, the Company has forfeited a total of 2,52,700 Partly Paid Equity Shares of the Company in a duly convened meeting of the Board of Directors on May 2, 2023. As a result of this forfeiture, the paid up share capital of the company has been reduced to Rs. 37,66,200/-

(C) Issue of Shares with Differential Rights

The Company has not issued any shares with Differential Rights during the year under review.

(D) Issue of Sweat Equity Share

The Company has not issued any Sweat Equity shares or Employee Stock Options during the year under review.

UTILIZATION OF FUNDS

The Company has not raised any funds through issue of any securities during the Financial Year 2022-23.

CORPORATE GOVERNANCE

Your Company is not required to mandatorily comply with the provision of Regulation 17 to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dealing with Corporate Governance conditions, as its equity share capital is less than Rs.10 Crores and Net Worth is not exceeding Rs. 25 Crores, as on the last day of the previous financial year.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

There is no demat suspense account/unclaimed suspense account of the Company because such a requirement never got necessitated in relation to the shares of the Company. As such, the information in this regard is nil.

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

This is not applicable to our Company as the Company has not entered into any type of agreement as specified under Clause 5A of paragraph A of part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 during the Financial Year 2022-23.

BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT

Regulation 34 (2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company because the Company is not among top 1000 listed entities based on market capitalization as on 31st March, 2023 who are required to submit the Business Responsibility and Sustainability Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under Part B of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as ‘Annexure C, forming part of this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMPs/EMPLOYEES: -

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1), 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Rule PARTICULARS
(i) The Ratio of the remuneration of each Director to	NAME OF DIRECTOR RATIO
the median remuneration of the employees of the	Mr. Satya Bhushan Jain Nil
Company for the financial year 2022-23	(Whole Time Director)
	Mr. Sudhanshu Saluja Nil
	Mr. Ashish Jain Nil
	Ms. Vasudha Jain Nil
(ii) The percentage increase in remuneration of each	NAME OF PERCENTAGE DIRECTOR/KMP INCREASE
Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary in the	Mr. Satya Bhushan Jain Nil
financial year 2022-23	(Whole Time Director)
	Mr. Sudhanshu Saluja Nil
	Mr. Ashish Jain Nil
	Ms. Vasudha Jain Nil
	Ms. Divya Mittal Nil
(iii) The percentage increase in the median remuneration of employees in the financial year 2022-23.	Nil
(iv) The number of permanent employees on the rolls of the company.	Nil
The explanation on the relationship between average increase in remuneration and Companys performance	Not Applicable, since there has been no increase in the Remunerations
(v) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Not Applicable to the Company, as all the employees are under Managerial cadre.
(vi) The key parameters for any variable component of remuneration availed by the directors.	Any variable component of remuneration payable to the Directors is based on the parameters, as approved by the Board of Directors, on the basis of the recommendation of the Nomination &
	Remuneration Committee of the Board. The said parameters are set considering the provisions of applicable regulations, Nomination (including
	Boards Diversity), Remuneration and Evaluation Policy of the Company and the respective resolution(s) of the Members of the Company, as applicable
(vii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year	During the year under review, there is no employee in the Company who is not a director but receives remuneration in excess of the highest paid director i.e. Whole time Director of the Company.
(viii) Affirmation that the remuneration is as per the remuneration policy of the company	It is hereby affirmed that the remuneration is as per the Nomination and Remuneration Policy of the Company.
(ix) The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.	The information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules read with Section 197 (12) of the Act is given in the table below.

Information showing names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules read with Section 197 (12) of the Act.

Rule 5(2):

Statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee, who-	Not Applicable
(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;
(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;
(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

 

Sr. No. Information	Details	Details	Details
	1	2	3
1 Name of Employee	Mr. Satya Bhushan	Mr. Sudhanshu	Ms. Divya Mittal
	Jain	Saluja
2 Designation of the	Whole Time Director	Executive Director	Company Secretary
Employee		and Chief Financial	& Compliance
		Officer	Officer
3 Remuneration Received	Nil	Nil	1,44,000
(Rs.)
4 Nature of employment,	Permanent	Permanent	Permanent
whether contractual or
otherwise
5 Qualifications and	B.Com Graduate	B.Com Graduate	B. Com, LLB and
experience of the			Company Secretary
employee
6 Date of commencement	March 13, 1995	May 27, 2021	May 20, 2019
of employment
7 The age of such	69 Years	38 Years	39 Years
employee
8 The last employment	NA	NA	Omega Brake
held by such employee			Components Private
before joining the			Limited
company
9 The percentage of equity	1.29%	NIL	NIL
shares held by the
employee in the
company within the
meaning of clause (iii) of
Rule 5(2)
10 Whether any such	No	No	No
employee is a relative of
any director or manager
of the company and if so,
name of such director or
manager:

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013, an Audit Committee of the Board is duly constituted. The Audit Committee as on March 31, 2023 comprises of the following Directors: -

Sr. No. Name of the Director	Designation
1. Mr. Ashish Jain	Non-Executive Independent Director, Chairman
2. Ms. Vasudha Jain	Non-Executive Independent Director, Member
3. Mr. Sudhanshu Saluja	Non-Executive Director, Member

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

AUDIT COMMITTEE MEETING

The primary objective of the Committee is to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee met four times during the year under review.

During the financial year 2022-23, Four (4) meetings of the Audit Committee were held, details of the same are as under:

Date of Meetings		Attendance
	Mr. Ashish Jain	Ms. Vasudha Jain	Mr. Sudhanshu Saluja
17.05.2022	Yes	Yes	Yes
09.08.2022	Yes	Yes	Yes
10.11.2022	Yes	Yes	Yes
10.02.2023	Yes	Yes	Yes

NOMINATION & REMUNERATION COMMITTEE

In terms of the provisions of Section 178 (1) of the Companies Act, 2013, Nomination & Remuneration Committee of the Board is duly constituted. As on March 31, 2023 the Committee comprised of the following Directors: -

Sr. No. Name of the Director	Designation
1. Mr. Ashish Jain	Non-Executive Independent Director, Chairman
2. Ms. Vasudha Jain	Non-Executive Independent Director, Member
3. Mr. Sudhanshu Saluja	Non-Executive Director, Member

The Nomination and Remuneration Committee shall determine qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, Key Managerial Personnel and other employees.

During the financial year 2022-23, the Committee met once. The details of the meetings held and the attendance there at of the Members of the Nomination and Remuneration Committee are as detailed herein below:

Date of Meetings		Attendance
	Mr. Ashish Jain	Ms. Vasudha Jain	Mr. Sudhanshu Saluja
09.08.2022	Yes	Yes	Yes

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of the provisions of Section 178 (5) of the Companies Act, 2013, the Stakeholders Relationship Committee of the Board is duly constituted. As on March 31, 2023 the Committee comprised of the following Directors: -

Sr. No. Name of the Director	Designation
1. Mr. Ashish Jain	Non-Executive Independent Director, Chairman
2. Ms. Vasudha Jain	Non-Executive Independent Director, Member
3. Mr. Sudhanshu Saluja	Non-Executive Director, Member

During the financial year 2022-23, the Committee has met once in the year. The details of the meeting held and attendance there at of the Members of the Stakeholders Relationship Committee are as detailed herein below:

Date of Meetings		Attendance
	Mr. Ashish Jain	Ms. Vasudha Jain	Mr. Sudhanshu Saluja
10.11.2022	Yes	Yes	Yes

INDEPENDENT DIRECTORS MEETING

During the year, One Meeting of Independent Directors was convened and held on January 31, 2023. The Independent Directors have handed over the proceedings of the meeting to the Whole Time Director of the Company:

Date of Meetings	Attendance
	Mr. Ashish Jain	Ms. Vasudha Jain
31.01.2023	Yes	Yes

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has formulated Whistle Blower Policy to deal with instance of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct, if any. The details of the Whistle Blower Policy are posted on the website of the Company.

INDUSTRIAL RELATIONSHIPS: -

Relations between the Management and the employees at all levels have been cordial and the Directors wish to express their appreciation for the cooperation and dedication of the employees of the Company.

COMPLIANCE WITH LISTING REGULATIONS: -

The equity shares of the company are listed on BSE Limited (BSE). The Company has in place the following Policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: -

1. Code for fair disclosure of Unpublished Price Sensitive Information pursuant to Regulation 8(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

2. Policy on Criteria for determining Materiality of events/information under Regulation 30 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company has already paid listing fees for the Financial Year 2023-24 to BSE Limited. The said Fees for the Financial Year 2022-23 was paid duly within time.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is following the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

INSIDER TRADING:

The Board of Directors of the Company have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The said Code has been posted on the Website of the Company www.bjduplexboard.com. Further, the Board has also adopted the Code of Conduct To Regulate, Monitor And Report Of Trading By Designated Persons and Their Immediate Relatives in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider trading Code of the company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The said codes were duly adhered to during the year under review.

DEMATERIALIZATION OF SHARES

The Companys equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through an arrangement with NSDL. About 16.17 % of the issued shares of the Company are in dematerialized form as per the latest shareholding pattern of the Company filed for June 2023 quarter. Beetal Financial & Computer Services Private Limited, New Delhi are acting as the Registrar and Share Transfer Agents acts as common agency and perform all activities in relation to share transfer facility as maintained by them in terms of Regulation 7 (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FINANCIAL STATEMENTS

Annual Report 2022-23 of the Company containing Standalone Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, other statements and notes thereto, prepared as per the requirements of Schedule III to the

Companies Act, 2013, Directors Report (including Management Discussion and Analysis Report) is being sent via email to all shareholders who have registered their email address(es) with the Depositories/Company. Full version of the Annual Report 2022-23 is also available for inspection at the Registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It shall also be available at the Companys website www.bjduplexboard.com, on the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of NSDL (agency for providing the Remote e-Voting facility) https://nsdl.co.in/.

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion and Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include the status of the promoters, change in government regulations, tax laws, economic developments within the country and other factors such as litigation, arrangement of funds.

ACKNOWLEDGEMENT:

Your directors wish to place on record their gratitude and sincere appreciation for the assistance and cooperation received from financial institutions, banks, Government authorities, customers, vendors, and members during the year under review.

Your directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.