To
The Members,
BIJOY HANS LIMITED
Your Directors are pleased to present the 38th Annual Report of your Company
together with the Audited Statement of Accounts and the Auditors Report for the financial
year ended, 31st March, 2023.
PARTICULARS |
2022-23 (Rs) |
2021-22 (Rs) |
| Turnover |
44,213.96 |
47,880.31 |
| Profit/ (Loss) before Interest, Depreciation & Taxation (PBIDT) |
-37,888.93 |
-15,282.30 |
| Interest |
645.04 |
49.92 |
| Profit/ (Loss) before Depreciation & Taxation (PBDT) |
-38,533.97 |
-15,332.22 |
| Depreciation |
5,923.09 |
3,269.42 |
Profit/ (Loss) before Tax and Extraordinary Items (PBTE) |
-44,457.06 |
-18,601.64 |
| Extraordinary items |
0 |
0 |
Profit/ (Loss) before Tax (PBT) |
-44,457.06 |
-18,601.64 |
| Provision for Taxation/ (Deferred Tax) |
48.37 |
-236.87 |
Profit/ (Loss) after Tax (PAT) |
-44,408.69 |
-18,838.51 |
Other Comprehensive Income |
0 |
0 |
Total Comprehensive Income |
-44,408.69 |
-18,838.51 |
SHARE CAPITAL
The Paid-up Share Capital of the Company, comprising Equity Shares, is Rs.300.00 Lacs
as on 31st March, 2023. The Company has not, during the year, issued any
shares.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form No. MGT-9 as required under section 92(3) of the
Companies Act, 2013 for the Financial Year ending March 31, 2023 is annexed hereto as
Annexure-I and forms part of this report. The annual return of the Company as required
under the Companies Act, 2013 will be available on the website of the Company at
www.bijoyhans.net.
MEETINGS
During the year under review, 6 (Six) Board Meetings were held on 25.04.2022,
30.05.2022, 03.08.2022, 14.11.2022, 01.02.2023 and 28.03.2023.
During the year under review, 4 (Four) Audit Committee Meetings were held on
30.05.2022, 03.08.2022, 14.11.2022 and 01.02.2023.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
ACCOUNTING POLICIES AND PROCEDURES
The Company has adopted the Indian Accounting Standards ("Ind AS") notified
under the Companies
(Indian Accounting Standards) Rules, 2015, for preparation and presentation of these
Financial Statements.
The financial statements provide a true and fair view of the state of affairs of the
Company and are compliant with the accounting standards notified in the Companies Act,
2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors
of 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 been
followed along with proper explanations relating to material departures;
b. The Directors have 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
the loss of the Company, for that period.
c. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
Company which are adequate and operating effectively and
f. The Directors have devised proper systems to ensure compliance with the provisions
of 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 the
criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and
regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and there has been no change in the circumstances which may affect their status of
independence.
BOARDS COMMENTS ON THE STATUTORY AUDITORS REPORT AND IN THE REPORT OF
THE SECRETARIAL AUDITOR
The Statutory Auditors have issued an Audit Report with unmodified opinion on the
Financial Results of the Company for the year ended 31st March, 2023 and there
were no qualifications, reservations, adverse remarks or disclaimers in the said report
and also in the Secretarial Audit Report.
LOANS, GUARANTEES AND INVESTMENTS
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
RELATED PARTY DISCLOSURE
All the related party transactions entered into during the financial year ended 31st
March, 2023 were on arms 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 year
under review made by the Company with Promoters, Directors, Key Managerial Personnel and
other designated person which may have a potential conflict with the interest of the
Company at large. Thus, disclosure in Form AOC-2 is not required.
STATE OF THE COMPANYS 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 ended
31st March, 2023.
TRANSFER TO RESERVES
Your Board has considered appropriate not to transfer any amount to the General
Reserves of the Company.
DIVIDEND
In view of the planned business growth, your Directors deem it proper to preserve the
resources of the Company and therefore, do not propose any dividend for the financial year
ended 31st March, 2023.
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the elements of risk
threatening the
Companys existence are very minimal.
ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of Directors companies of the
following 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
its performance iv) Providing perspectives and feedback going beyond information provided
by the management v) Commitment to Shareholders and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment
by 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 accordance
with the provisions of the Articles of Association of the Company, Mr. Ashok Kumar
Patawari (DIN: 00154286), retires by rotation at the forthcoming Annual General Meeting
and, being eligible, offers himself for reappointment.
Mr. Ashok Kumar Patawari is not disqualified under section 164(2) of the Companies Act,
2013.
Brief profile of the Director being reappointed have been provided in the Notice of the
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 of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE TRIBUNAL, COURTS AND
REGULATORS
There are no significant and material orders passed by the Tribunals, Courts and
regulators that would impact the going concern status of the Company and its future
operation.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference to
financial Statements. An independent firm of Chartered Accountants serves as an internal
auditor to execute the internal audit functions. The management and the Audit Committee of
the Board observe and then recommend corrective measures following such audits to improve
business operations.
CORPORATE SOCIAL RESPONSIBILITY
It is not obligatory on the part of your Company to have a Corporate Social
Responsibility Policy/Committee since your Companys net worth, turnover and net profit
during the financial year ended on 31st March, 2023 is below the threshold limits as
specified 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 requisite
experience 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 there
were no instances of any disagreements between the Committee and the Board during the
year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has put in place a Vigil Mechanism Policy in accordance with Section
177(10) of the Companies Act, 2013 for the Directors and Employees of the Company to
report their genuine concerns or grievances relating to actual or suspected fraud,
unethical behavior, violation of the Companys Code of Conduct or Ethics Policy, and any
other 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 at
www.bijoyhans.net. It is affirmed that no Personnel has been denied access to the Audit
Committee.
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 its
employees. 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 Disclosure
Requirements) Regulations,
2015, a Management Discussion and Analysis Report is annexed hereto as "Annexure
II".
CORPORATE GOVERNANCE CERTIFICATE
Your Company is exempted from complying with the Corporate Governance provisions under
Regulation
15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, since
the Companys share capital and net worth was less than the specified threshold 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 the
applicable 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 all
shareholders. 7.84% of the total number of shares stand dematerialised as on 31st March,
2023. Letters have been sent to all shareholders holding shares in physical mode informing
them that as per revised Regulation 40 of SEBI (LODR) Regulations 2015, shares will be
transferred only in dematerialised mode effective from 1st April, 2019 and the
shareholders have been requested to dematerialise their existing shares in physical form.
AUDITORS
The period of appointment of M/s Mahendra Pareek & Co., Chartered Accountants (Firm
Regn No. 0324053E), the present auditor, will be expiring at the conclusion of the 38th
Annual General Meeting of the Company in terms of Section 139(2) of the Companies Act,
2013, read with the Companies (Audit and Auditors) Rules, 2014. The report of the auditor
for the current year does not contain any qualification or adverse comment. M/s Rajesh
Surana & Co., Chartered Accountants (Firm Regn No. 325658E), who have consented, are
recommended for appointment as auditors of the company to hold office for a period of 5
years from the conclusion of this Annual General Meeting of the Company on a remuneration
to be mutually agreed upon between the Board of Directors of the Company and the Auditors.
SECRETARIAL AUDIT
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Management Personnel) Rules, 2014, M/s Shruti Agarwala & Co., Company
Secretaries were appointed as Secretarial Auditor of the Company. The Secretarial Audit
Report 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 company
occurred between the end of the Financial year to which these Financial statements relates
and the date of this report.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation for the
assistance and cooperation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review. Your Directors
also wish to place on record their deep sense of appreciation for the committed services
by the Companys 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 : 14/08/2023 |
Managing Director |
Director |
|
DIN: 00154286 |
DIN: 01972489 |
+91-9892691696
