beekay niryat Directors report

To the Members of

Beekay Niryat Limited

Your Directors have immense pleasure in presenting the 48^th Annual Report on the business and operations of your Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2023.

1. Financial Highlights

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

	Standalone		Consolidated
Particulars	FY 2022-2023	FY 2021-2022	FY 2022- 2023	FY 2021-2022
Revenue from Operations	1,848.30	18.55	1,848.30	18.55
Other Income	57.58	79.84	57.58	79.84
Total Income	1,905.88	98.39	1,905.88	98.39
Purchases	1,731.22	-	1,731.22	-
Employee Benefit Expenses	5.36	6.38	5.36	6.38
Administration and Other Expenses	38.60	32.53	38.60	32.53
Sub-Total	1,775.18	38.91	1,775.18	38.91
Profit before Interest, Depreciation and Tax	130.71	59.48	130.71	59.48
Depreciation and Amortization Expense	0.31	-	0.31	-
Profit before Interest and Tax	130.4	59.48	130.4	59.48
Finance Cost	1.40	2.03	1.40	2.03
Share of Profit/ (Loss) of Associates	-	-	148.39	114.78
Profit Before Tax & Extraordinary Items	129.00	57.45	277.39	172.23
Tax Expense
-Current Tax	32.04	14.85	32.04	14.85
-Deferred Tax Liability/(Assets)	0.41	0.73	0.41	0.73
Net Profit for the Year	97.37	41.86	245.76	156.64

Standalone Financial Results

During the Financial Year (FY) 2022-23, the Company has achieved a total income of 1,905.88 Lacs as compared to 98.39 Lacs in FY 2021-22. The profit before interest & tax for FY 2022-23 stood at 130.4 Lacs compared to 59.48 Lacs achieved in FY 2021-22. The net profit after tax stood at 97.37 Lacs for FY2022-23 as compared to 41.86 Lacs for the previous year.

Consolidated Financial Results

During the Financial Year (FY) 2022-23, the Company has achieved a total income of 1,905.88 Lacs as compared to 98.39 Lacs in FY 2021-22. The profit before tax & Extraordinary item for FY 2022-23 stood at 277.39 Lacs compared to 172.23 Lacs achieved in FY 2021-22. The profit after tax stood at 245.76 Lacs for FY 2022-23 as compared to 156.64 Lacs for the previous year.

2. Change in the Nature of Business, if any

There was no change in the nature of business of the Company.

3. Share Capital

The paid up equity share capital of the Company as on March 31, 2023 was Rs. 76,842,370. During the year under review, the authorized and paid-up share capital of the Company remain unchanged. The Company has not issued shares with differential voting right neither granted any stock options nor sweat equity shares during the financial year under review.

4. Dividend

The Board of Directors at their meeting held on May 15, 2023 has recommended payment of 0.50 paise per equity share being 5% on the face value of 10 each as final dividend for the financial year ended March 31, 2023. The payment of dividend is subject to approval of the shareholders at the 48th Annual General Meeting ("AGM") of the Company. The dividend if approved by the members would involve a cash outflow of 38.42 Lacs. The dividend payout is in accordance with the Companys dividend distribution policy.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

5. Transfer to Reserves:

The Company has not transferred any amount to the Reserves for the FY ended March 31, 2023.

6. Board of Directors & Key Managerial Personnel

The Board of the Company is duly constituted. None of the Directors of the Company is disqualified under the provision of the act or the Listing Regulations. The Board of Directors of the Company comprises of five Directors of which there are one is Executive and four are Non-Executive Director including two Independent Director and one woman Director. The composition of the Board of Directors is in compliance with the provision of Section 149 of the Companies act, 2013.

Mr. Pankaj Sharma (DIN: 09512492), Mr. Umesh Joshi (DIN: 03385578) and Mr. Ashutosh Bajoria (DIN: 01399944) has been appointed as Additional Director of the Company w.e.f. May 30, 2023, January 11, 2023 and June 15, 2023 respectively. Further, the Board of Directors based on the recommendation of the Nomination and Remuneration Committee has recommended the appointment of Mr. Pankaj Sharma (DIN: 09512492) as Non-Executive & Non Independent Director and Mr. Ashutosh Bajoria (DIN: 01399944) as Non-Executive & Non Independent Director of the company w.e.f. September 27, 2023 at the meeting of the shareholders of the company and Mr. Umesh Joshi has been resign from the post of Director w.e.f. August 14, 2023.

There were no other changes in the composition of the Directors of the company during the year.

The list of directors of the company is provided below:

Sr. No Name of the Director	Designation
1. Mrs. Puja Bajoria	Chairperson cum Managing Director
2. Mr. Pankaj Sharma	Non-Executive Director
3. Mr. Ashutosh Bajoria	Non-Executive Director
4. Mr. Pratap Kumar Mondal	Independent Director

Woman Director

The Company have Mrs. Puja Bajoria (DIN: 07018123) as Woman Director in the Board of the Company as per the requirement of Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Key Managerial Personnel

Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

Sr. No Name of Key Managerial Personnel	Designation
1. Mrs. Puja Bajoria	Chairperson cum Managing Director
2. Mrs. Suman Agrawal	Chief Financial Officer
3. Mrs. Divya Agarwal	Company Secretary cum Compliance Officer

Mr. Bhavesh Surolia resigned from the post of Company Secretary and Compliance Officer of the company w.e.f. February 22, 2023 and Mrs. Divya Agarwal were appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 30, 2023.

7. Director retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Puja Bajoria (DIN: 07018123), Director of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board and Nomination and Remuneration Committee recommended his re-appointment to the shareholders of the Company at the ensuing Annual General Meeting.

8. Deposits:

During the year under review, your Company has not accepted any deposit covered under Chapter V of the Act and neither has accepted any deposits which are not in compliance with the requirements of Chapter V of the Act; and within the meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. There are no outstanding deposits as on 31st March, 2023.

9. Listing of Equity Shares

The equity shares of the Company are listed on BSE Limited and the Annual Listing Fee for the Financial Year 2022-23 has been duly paid.

10. Particulars of loans, guarantees or investments:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

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

All Related Party Transactions entered during the year were in the ordinary course of business and on arms length basis. The Company had not entered into any contract, arrangement and transaction with related party (ies) which could be considered material in accordance 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.

The policy on materiality of related party transactions and dealing with related party transaction as approved by the Board may be accessed on the Companys website https://beekayniryat.com/policies

12. Managements Discussion and Analysis Report:

The Management Discussion and Analysis Report of the financial conditions and results of 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in the separate section forming part of this Annual Report as "Annexure IV".

13. Directors Responsibility Statement:

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, in preparation of annual accounts for the financial year ended 31st March, 2023 and state that:

a. In the preparation of the Annual Accounts for the Financial Year ended 31st March, 2023, the applicable accounting standards had been followed with proper explanation relating to material departures.

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 profit and loss of the Company for that period.

c. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 profit and loss of the Company for that period.

d. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

e. The Directors had prepared the annual accounts for the financial year ended 31st March, 2023 on a going concern basis.

f. The Directors had laid down proper internal financial controls to be followed by the company and that such internal financial controls are, adequate and are operating effectively.

g. That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-2023.

14. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

15. Human Resource Management:

To ensure good human resources management at Beekay Niryat Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

16. Particulars of employees:

Information pertaining to remuneration and other details as required under Section 197(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 to time has been given as "Annexure II" which forms a part of this Report.

Remuneration Paid to Managing Director during 2022-23 (In Rupees):-

Name of the Director	Salaries and Allowances	Perquisites	Companys Contribution to PF	Commission & Performance linked incentives	Sitting Fees	Total
Mrs. Puja Bajoria	NIL	NIL	NIL	NIL	NIL	NIL

1. None of the Directors had the pecuniary relationship with the company.

2. The non-executive Directors of the company are not paid any remuneration during the year 2022-23.

3. The company enters into service contracts with all executive directors till the duration of their tenure. The services of the Executive Directors may be terminated by either party, giving the other party three months notice or the company paying three months salary in lieu thereof. There is no separate provision for payment of severance fees.

4. 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 ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Beekay Niryat Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the provisions of Regulation 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) were not applicable on the company during the financial year 2022-23. Consequently, the Compliance Report on Corporate Governance as stipulated under Schedule V of the Listing Regulations does not form part of this Annual Report for the Financial Year 2022-23. The declaration of non-applicability of corporate governance from Managing Director is annexed herewith as "Annexure- V".

18. Auditors certificate on Corporate Governance:

Pursuant to the provisions of Regulation 15 (2) (a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations,2015,compliance with the provisions of Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) were not applicable on the company during the financial year 2022-23. Consequently, the Auditors Certificate on Corporate Governance as stipulated under Schedule V of the Listing Regulations do not form part of this Annual Report for the Financial Year 2022-23.

19. Corporate social Responsibility:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the company does not fall under the ambit as provided under Section 135 of the Companies Act, 2013 read-with Rules made there under.

20. Risk Management Policy:

In compliance with the applicable provisions of Companies Act, 2013, the Board has framed and adopted the Risk

Management Policy of the company in order to ensure that the Companys affairs shall be carried out in a sound and prudent manner by managing its business, operating and financial risk by adopting appropriate risk identification, assessment, and control and mitigation measures.

21. Vigil Mechanism/ Whistle Blower Policy:

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its directors and employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. Your Company has established a vigil mechanism for grievances Redressal of the Directors and employees of the Company which will help in reporting genuine concerns or grievances of Directors and employees, actual or suspected fraud and it provides adequate safeguards against victimization. The Whistle Blower shall also have right to access to the Chairman of the Audit Committee directly in exceptional cases. The Whistle Blower Policy is available on our website https://beekayniryat.com/policies.html During the year under review, the Company has not received any complaint under this policy.

22. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,2013:

The Company has in place Prevention of Sexual Harassment at Workplace - Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. Further, it is hereby stated that the company has complied with provisions relating to the constitution of Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment at the workplace. During the period under review, no complaint had been received under the Act. The policy is available on the Companys website at the https://beekayniryat.com/policies.html

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

23. Details of application made or proceeding, pending under Insolvency and Bankruptcy Code 2016 (31 of 2016) during the FY

During the year under review, there were no application made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code 2016.

24. Subsidiaries/Joint Venture/ Associate Company

Subsidiaries: Your Company doesnt have any Subsidiary company.

Joint Venture: Your Company doesnt have any Join Venture.

Associate: Your Company has one associate company named Agribiotech Industries Limited having investment of 34.45% as on March 31, 2023.

25. Board Meetings

Board met Eleven (11) times during the financial year 2022-23. The meetings were held on April 28, 2022; May 13, 2022; June 13, 2022; July 09, 2022; July 15, 2022; September 06, 2022; October 14, 2022; January 05, 2023; January 11, 2023; February 14, 2023 and March 01, 2023. The intervening gap between any two meetings was within the time period and quorum at these meetings was in conformity with the provisions of the Companies Act, 2013 and Listing Regulations and Secretarial Standard-1 on Board Meetings issued by the Institute of Company Secretaries of India.

26. Meeting of Independent Directors

Independent Director plays a pivotal role in governance process of the Board and Schedule IV of the Companies Act 2013 and rules made there under mandates that the Independent Directors of the Company should hold at least one meeting in year without the attendance of Non-Independent Directors.

The Independent Directors met once during the financial year ended 31st March, 2023 i.e. on March 14, 2023 without the attendance of Non-Independent Directors in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, evaluation of performance of Non-Independent Directors, the Board as a whole and evaluation of performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non Executive Directors. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Company Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

All the Independent Director of the Company has registered themselves with the Indian Institute of Corporate Affairs

("IICA") towards the inclusion of names in the data bank and they meet the requirements of proficiency self-assessment test The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors.

27. Familiarization Programme for Independent Directors

In compliance with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company has put in place a familiarization programme for Independent Directors as a guide for Independent Directors from time-to-time for better understanding of the Companys operations. The details of such familiarization programmes

Independent Directors are posted on the website of the Company http://www.beekayniryat.com

28. Adequacy of Internal control and Compliance with Laws

The company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

29. Secretarial Standards

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

30. Details in respect of fraud reported by auditors under sub-section (12) of section 143 of Companies Act, 2013

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

31. Performance Evaluation of the Board, its Committees and individual Directors

In terms of requirements of Listing Regulations and provisions of the Companies Act, Nomination cum Remuneration Committee of the Board of Directors of the Company specified the manner for effective evaluation of performance of Board, its Committees and Individual Directors. Based on the same, annual evaluation of its own performance, performance of Committees, Individual Directors including Independent Directors was carried out during the reporting period. The Company had adopted the evaluation parameters as suggested by ICSI and SEBI with suitable changes from Companys perspective.

The Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually including Independent Directors (excluding the director being evaluated) has been made.

Performance evaluation of Directors was carried out by Board and Nomination and Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board, deliberations and participation level in board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and Initiative to maintain high level of integrity and ethics and the same was apprised to the Board of Directors.

Independent Directors had carried out performance evaluation of Non-Independent Directors in their separate meeting, the Board as a whole and performance evaluation of Chairman was carried out, taking into account the views of Executive and Non-Executive Directors. The Board/Directors expressed their satisfaction with the evaluation process.

32. Remuneration Policy

Your Company has a well-de ned policy for selection, appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, Key Managerial Personnel and Senior Management employees. The web link of the policy is http://www.beekayniryat.com The Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Senior Management employees includes the criteria for determining qualifications, positive attributes, independence of director and other matters as per section 178(3) of the Companies Act, 2013 is stated in the "Annexure III" which form part to this report.

33. Non-Executive Directors Compensation and Disclosures

None of the Independent/Non-Executive Directors have and pecuniary relationship or transactions with the company which in the judgement of the Board may affect the independence of the Directors.

34. Statutory Auditors:

M/s. R P Khandelwal & Associates, Practicing Chartered Accountants, Jaipur having Firm Registration No: 001795C were appointed as Statutory Auditors of your Company at the 45th Annual General Meeting to hold office for a term of 5 consecutive Financial Years in place of M/s. RANKS & Associates, Chartered Accountants till the conclusion of 49th Annual 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 the provisions of the Companies Act, 2013 to act as such.

The Auditors report does not contain any reservation, qualification or adverse remark. Information referred to in the Auditors Report are self-explanatory and do not call for any further comments.

S. No. Auditors opinion	Management Reply
1. Non-Current Investments includes: i Shares held, quoted and in physical form having market worth Rs. 0.41 lacs are not held in the name of the Company. This is contravention 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 proceeds to demat these shares.
2. The interest payable under MSMED Act, 2006 and other disclosures of trade payable to micro enterprises and small enterprises has not been ascertained and not provided for by associate Company M/s Agribiotech Industries Limited.	The associate company has not provided the interest on delay payment to MSME as it has long standing relation with these suppliers and they agreed to waive the interest on delay payment in view of present economic and financial position of the company.

35. Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the rules made there under, Mrs. Ankita Nevatia, Proprietor at M/s. Ankita Nevatia & Co., Practicing Company Secretaries having ICSI Membership No. FCS 8510 and C.O.P. No. 9709 was appointed as Secretarial Auditor to conduct secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 is attached herewith as "Annexure I" along with Annexure A to this report. The report does not contain any reservation, qualification or adverse remark. Information referred to in the Secretarial Auditor Report are self-explanatory and do not call for any further comments.

36. Cost Auditor :

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and is not required to appoint Cost Auditors.

37. Internal Auditor:

M/s Ashish NK Agrawal & Associates, Chartered Accountants, Jaipur performed the duties of Internal Auditors of the Company for 2022-23 and their report is reviewed by the Audit Committee of the company on Quarterly intervals.

38. Prevention of Insider Trading:

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors, senior management employees and other employees who have access to the unpublished 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 of conduct for prevention of insider trading. The Board has already adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company http://www.beekayniryat.com

39. Other Disclosures

As per declaration received from Independent Directors they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and have complied with Rule 6 of the companies (Appointment and Qualification of Directors) Rules, 2014, as amended as on date. As per evaluation done by the Nomination and Remuneration Committee and by the Board of all the Independent Directors by considering the parameters such as whether the Directors uphold ethical standards of integrity and probity, the ability of the directors to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained, adherence to the applicable code of conduct for Independent Directors and their role in bringing independent judgment during Board deliberations on strategy, performance, risk management, expertise and experience etc. all the Independent Directors have maintained the integrity, expertise and have vast experience in the industry. All the Independent Directors have registered themselves in the Independent Directors data bank and all Independent directors of the company has exempted to pass self-assessment test so no need to pass self-assessment test by the independent directors of the company as conducted by the IICA . They possess required qualification, skills, expertise and experience to be appointed as Independent Directors of the Company. Moreover, the independent directors have complied with the code of conduct as prescribed in Schedule IV to the Companies Act, 2013. During the reporting period, none of the Directors of the Company are disqualified in terms of sub-section (2) of Section 164 of the Companies Act, 2013. The Company has devised the Terms and Conditions for appointment of Independent Directors available on the following web link http://www.beekayniryat.com Code of Conduct of Independent Directors available on the following web link http://www.beekayniryat.com

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 electronic mode i.e. by e-mail. In line with the initiatives taken by MCA, BEEKAY NIRYAT LIMITED proposes to send documents such as Notices of General Meeting(s), other Notices, Annual Report and all other communications to its Shareholders through electronic mode i.e. on the e-mail address provided by you.. To support this green initiative in full measure, members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form are requested to fill in the Registration form which can be obtained from Companys Registrar Niche Technologies Private Limited

Please note that all such documents shall be made available on the Companys website and the same shall also be kept open for inspection at the Registered Office of the Company during the business hours.

41. Committees of Board of Directors:

The Companys governance structure is based on the principles of freedom to the executive management within a given framework to ensure that the powers vested in the executive management are exercised with due care and responsibility so as to meet the expectation of all the stakeholders. In line with these principles and the Companies Act, 2013, the Board has formed two committees:

1. the Audit committee and

2. the Nomination and Remuneration committee

As per the provision of Section 178 (5) and Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, formation of Stakeholders Relationship Committee is not mandatory for the Company and hence it is not formed.

Name of the Committee	Name of the Company Member	Position in the Committee
	Mr. Pratap Kumar Mondal ([DIN: 06730854]	Chairman
Audit Committee	Mr. Umesh Joshi [DIN: 03385578]	Member
	Mr. Pankaj Sharma[DIN: 09512492]	Member
During the year, the committee met four (4) times on 28.04.2022; 15.07.2022; 14.10.2022 and 11.01.2023

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

Name of the Committee	Name of the Company Member	Position in the Committee
Nomination and Remuneration	Mr. Pratap Kumar Mondal [DIN: 06730854]	Chairman
Committee	Mr. Umesh Joshi [DIN: 03385578]	Member
	Mrs. Pankaj Sharma[DIN: 09512492]	Member
During the year, the committee met two (2) times on 13.06.2022, and 01.03.2023.

42. Extract of Annual Return:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available on the Companys website and can be accessed at http://www.beekayniryat.com

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

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and Companys operations in future.

44. Material Changes and Commitments, affecting the financial position of the company between the end of financial year and the date of this report:

There are no material changes and commitments that have occurred between the end of the financial year and the date of this report of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

45. Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institution:

During the under review, there has been no one time settlement of loan taken from banks and financial institution.

46. The conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Sub Section 3 (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are enclosed as "Annexure VI" to this Boards Report.

47. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, lenders, business associates, vendors, customers, media the employees and other stakeholders of the Company.

By Order of Board of Directors
For Beekay Niryat Limited
Sd/-
Puja Bajoria
(Chairperson cum Managing Director)
(DIN: 07018123)
Date: 04.09.2023
Place: Jaipur
Registered Office:	Sd/-
111, Signature Tower, DC-2,	Ashutosh Bajoria
Lal Kothi Scheme, Tonk Road,	(Director)
Jaipur-302015 Raj.	(DIN: 01399944)