Dear Shareholders,
Your Board of Directors take pleasure in presenting the 31st Annual Report
on the business performance and operations of the Company along with the Audited Financial
Statements of the Company for the financial year ending March 31, 2025.
FINANCIAL HIGHLIGHTS
The Audited Financial Statements of the Company as on March 31, 2025, are prepared in
accordance with the relevant applicable Indian Accounting Standards (“Ind AS”)
and the provisions of the Companies Act, 2013 (“Act”).
The Financial Results for the year under review are summarized as under:
| PARTICULARS |
F.Y. 2024-25 |
F.Y. 2023-24 |
| Total Income |
- |
865.64 |
| Total Expenditure |
2,123.43 |
8,312.76 |
| Profit/(loss) before tax and Exceptional item |
(2,123.43) |
(7,447.12) |
| Less: Exceptional item |
- |
- |
| Profit before tax |
(2,123.43) |
(7,447.12) |
| Less: Current Tax |
- |
- |
| Less: Deferred tax |
- |
- |
| Profit (Loss) for the period |
(2,123.43) |
(7,447.12) |
| Earnings per share |
|
|
| Basic |
(0.43) |
(1.51) |
| Diluted |
(0.43) |
(1.51) |
For further details, kindly refer to the Financial Statements forming part of this
report.
STATE OF COMPANY'S AFFAIRS, PERFORMANCE AND FUTURE OUTLOOK
During the year under review, the Company did not engage in any business activities as
the adverse market conditions continued to impact the operations of the Company. However,
the Board will continue to review the situation and explore opportunities as they arise.
The amount of total expenditure including professional and other expenses sums out to
be Rs. 2,123.43 Thousand. Therefore, the Loss before and after tax, for the year under
review, stood at Rs. 2,123.43 Thousand as compared to the Rs. 7,447.12 Thousand, incurred
in the previous Financial Year 2023-24.
PREFERENTIAL ISSUE, SUBSEQUENT OPEN OFFER AND CONSEQUENT RECLASSIFICATION OF
SHAREHOLDERS
The shareholders of the Company on recommendation of the Board of Directors of the
Company, vide
Special Resolution passed through postal ballot on March 26, 2025 had approved the
issue and allotment of up to 1,41,00,000 (One Crore Forty One Lakhs) Equity Shares of face
value of Re. 1/- (Rupee One Only) each fully paid up to persons belonging to Non-Promoter
Category for cash consideration on preferential basis, at an issue price of Re. 1/- (Rupee
One Only) each, in accordance with the provisions of Chapter V of SEBI (Issue of Capital
& Disclosure) Regulations, 2018 (“SEBI ICDR Regulations”). The names of the
allottees are as under:
| Name |
No. of Equity Shares |
| 1 Mr. Mayank Gupta |
25,00,0000 |
| 2 Prabhatam Investments Private Limited |
1,06,00,000 |
| 3 Mr. Sandesh Jaju |
10,00,000 |
| Total |
1,41,00,000 |
Pursuant to the approval of the Board of Directors of the Company for the said
preferential issue in their meeting held on February 20, 2025, the requirement of making
an Open Offer by Prabhatam Investments Private Limited and Mayank Gupta (belonging to
Public category and hereinafter referred to as the Acquirers) for acquiring upto 49,47,410
(Forty Nine Lakhs Forty Seven Thousand Four Hundred Ten) Equity Shares of Re. 1 each
(Rupee One only) representing 26% of emerging Equity Shares and voting share capital of
the Company at an offer price of Re. 1 (Rupee One only) per fully paid up Equity Shares,
was triggered in terms of Regulation 3(1) and Regulation 4 of the Securities &
Exchange Board of India (Substantial Acquisition of Shares & Takeover) Regulations,
2011.
(Emerging Equity and Voting Share Capital means 1,90,28,500 (One Crore Ninety Lakhs
Twenty Eight Thousand Five Hundred) fully paid up Equity Shares of the face value of Re. 1
each (Rupee One only) of the Company being the capital post allotment of 1,31,00,000 (One
Crore Thirty One Lakhs) Equity Shares to the Acquirers and 10,00,000 to the public
category investors on preferential basis).
Consequently, detailed public announcement was made by the Acquirers in respect of the
aforesaid Open Offer, on February 20, 2025.
The Board of Directors in its meeting held on May 22, 2025, allotted 1,41,00,000 (One
Crore Forty One Lakhs) Equity Shares of face value of Re. 1/- (Rupee One Only) each fully
paid up to aforesaid allottees, on preferential basis. Consequently, upon completion of
the said allotment, the persons forming part of Promoter and Promoter Group category were
reclassified to Public category w.e.f. May 22, 2025, pursuant to the Open Offer made by
the Acquirers in terms of the provisions of Regulation 3(1) and Regulation 4 of the
Securities & Exchange Board of India (Substantial Acquisition of Shares &
Takeover) Regulations, 2011.
Further, the Board of Directors of the Company appointed Mr. Mayank Gupta and Mr.
Subhash Sahu on the Board pursuant to which they have acquired control and management over
the Company. Subsequent to the aforesaid reclassification, all the erstwhile promoters
from the Promoter and Promoter Group category have been reclassified to the Public
category and following persons have become members of the Promoter and Promoter Group of
the Company:
| Name |
Category |
No. of Shares |
% |
| 1 Prabhatam Investments Private Limited |
Promoter |
1,06,00,000 |
55.71 |
| 2 Mr. Mayank Gupta |
Promoter Group |
25,00,000 |
13.14 |
| Total |
|
1,31,00,000 |
68.84 |
DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AS REQUIRED UNDER
REGULATION 32 (7A) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015
The funds raised through issuance of 1,41,00,000 (One Crore Forty One Lakhs) Equity
Shares of Re. 1 each (Rupees One only) on private placement basis, have been utilized as
per the objects / purpose of such issue as stated in the Explanatory statement of the
Notice of postal ballot completed on March 26, 2025. Further, there is no deviation or
variation therefrom.
The details of amount as per Object of Issue and utilization of proceeds as on the date
of this report are as follows:
| Purpose |
Amount raised as per Offer Document/ explanatory statement attached to
Postal Ballot Notice (in Rs.) |
Amount Utilized (in Rs.) |
| Working Capital Requirements and |
1,05,75,000 |
Nil |
| General Corporate Purpose |
35,25,000 |
Nil |
| TOTAL |
1,41,00,000 |
Nil |
The Company had raised funds through a preferential issue. As on date, the said funds
have not been utilised for the stated objects of the issue, as the Company has not
received suitable opportunities for deployment.
SHARE CAPITAL
(a) Authorised Share Capital:
The Authorised Share Capital of the Company as on March 31, 2025, stands at Rs.
12,00,00,000 (Rupees Twelve Crore Only) divided into 12,00,00,000 (Twelve Crore) Equity
Shares of Re. 1/- each (Rupee One only). During the year, there has been no change in the
Authorized Share Capital of the company.
(b) Issued Share Capital
As on March 31, 2025, the issued Share Capital stands at Rs. 51,81,200 (Rupees Fifty
One Lakh Eighty One Thousand Two Hundred only) divided into 51,81,200 (Fifty One Lakh
Eighty One Thousand Two Hundred) Equity Shares of Re.1 each (Rupee One only).
Further, after the close of financial year ended March 31, 2025, the issued share
capital of the Company has been increased to Rs. 1,90,28,500 (Rupees One Crore Ninety Lakh
Twenty Eight Thousand Five Hundred only) divided into 1,90,28,500 (One Crore Ninety Lakh
Twenty Eight Thousand Five Hundred) Equity Shares of Face Value of Re. 1/- each (Rupee One
only).
(c) Subscribed and Paid -Up Share Capital
As on March 31, 2025,the subscribed and paid-up Share Capital stands at Rs. 51,81,200
(Rupees Fifty One Lakh Eighty One Thousand Two Hundred only) divided into 51,81,200 (Fifty
One Lakh Eighty One Thousand Two Hundred) Equity Shares of Re. 1 each (Rupee One only)
including Rs. 2,52,700 (Rupees Two Lakh Fifty Two Thousand Seven Hundred only) on account
of 2,52,700 (Two Lakh Fifty Two Thousand Seven Hundred ) forfeited Equity Shares of Re. 1
each (Rupee One only) and remaining Rs. 49,28,500/- (Rupees Forty Nine Lakh Twenty Eight
Thousand Five Hundred only) divided into 49,28,500 (Forty Nine Lakh Twenty Eight Thousand
Five Hundred ) Equity Shares of Re. 1/ each (Rupee One Only). During the year under review
there is no change in subscribed and paid up share capital of the Company.
Further, after the close of financial year ended March 31, 2025, the subscribed and
paid up share capital of the Company has been increased to Rs. 1,90,28,500 (Rupees One
Crore Ninety Lakh Twenty Eight Thousand Five Hundred only) divided into 1,90,28,500 (One
Crore Ninety Lakh Twenty Eight Thousand Five Hundred) Equity Shares of Face Value of Re.
1/- each (Rupee One only).
(d) Issue of Shares with Differential Rights
The Company has not issued any shares with Differential Rights during the year under
review.
(e) Issue of Sweat Equity Share and/or Employee Stock Options
The Company has not issued any Sweat Equity shares and/or Employee Stock Options during
the year under review.
ANNUAL RETURN
As required under Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014 and Section 134(3)(a) of the Act, the Annual Return of the
Company is available on the Company's website at:
https://www.bjduplexboard.com/investor-relations.
BOARD MEETINGS
During the year, 8 (Eight) Board Meetings were held on the following dates, in
compliance with the requirements of the Act & Secretarial Standards issued by the
Institute of Company Secretaries of India:
| Date of meeting |
Total Number of Directors as on the date of meeting |
Attendance |
|
|
Number of Directors Attended |
% of Attendance |
| 28.05.2024 |
4 |
4 |
100 |
| 12.08.2024 |
4 |
4 |
100 |
| 06.09.2024 |
4 |
4 |
100 |
| 27.09.2024 |
3 |
3 |
100 |
| 14.11.2024 |
3 |
3 |
100 |
| 19.12.2024 |
4 |
4 |
100 |
| 13.02.2025 |
4 |
4 |
100 |
| 20.02.2025 |
4 |
4 |
100 |
The schedule of Board Meetings is fixed in advance and circulated to all Directors. The
agenda papers with explanatory notes are provided to the Board members prior to each
meeting. The interval between two meetings remained within the limits prescribed under the
Act. The Board also reviews, on a periodic basis, the compliance reports relating to all
applicable laws of the Company.
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.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
In compliance with the provisions of Section 178 of the Act, 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.
It establishes a structured framework for the nomination, evaluation, and remuneration
of the Company's Directors and Senior Management Personnel of the Company. The core
objective of the NRC Policy is to attract, retain, and reward most qualified and skilled
talent capable of driving long-term growth and success of the Company.
During the year under review, there has been no change to the said 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.biduplexboard.com/investor-relations.
AUDITORS
Statutory Auditor
M/s. V. R. Bansal & Associates, Chartered Accountants, (FRN 016534N), were
appointed as the Statutory Auditors of the Company at the 30th Annual General
Meeting of the Company held on, September 30, 2024, for a second term of 5 (five)
consecutive years i.e. till the conclusion of the 35th Annual General Meeting.
The Auditors' Report as issued by M/s. V. R. Bansal & Associates for the year ended
March 31, 2025 is annexed to this annual report is 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 the Financial Statements
of the Company for the year ended March 31, 2025.
Secretarial Auditor
M/s. Parveen Rastogi & Co., Practicing Company Secretary having COP No. 26582 and
Membership No. F4764 were appointed by the Board of Directors as the Secretarial Auditor
ofthe Company for the financial year under review pursuant to Section 204 of the Act. 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 2024-25 is annexed as ‘Annexure A' and forms part of
this report.
Further, there are no reservations, qualifications, disclaimers or adverse remarks in
the Report of Secretarial Auditor for the year ended March 31, 2025.
Further, the Board of Directors of the Company at their Board Meeting held on July 14,
2025, approved the appointment M/s. Mukesh Agarwal & Co., Company Secretaries, a Peer
Reviewed Firm, having Firm Registration No. 1875/2022 as the Secretarial Auditors of the
Company for a term of five (5) consecutive financial years commencing from the financial
year 2025-26 to 2029-2030, subject to the approval of the shareholders of the Company at
the ensuing AGM.
Internal Auditor
The Internal Auditor of the Company, M/s G. M. & Co., Chartered Accountants who
were appointed for the financial year 2024-25 in accordance to Section 138 of the Act read
with Companies (Accounts) Rules, 2014, 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 organization's
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
organization's 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.
FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT
In terms of Section 134 (3) (ca) of the Act, there is no fraud reported by the
Statutory Auditors and the Secretarial Auditor specified under sub- section (12) of
Section 143 of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules,
2014, details of which are required to be mentioned in the Director's Report.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS UNDER SECTION 186 OF THE
ACT
Pursuant to Section 134(3)(g) of the Act, there were no Loans, Guarantees, Securities
provided and Investments made under the provisions of Section 186 of the Act, during the
year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF
THE ACT
All related party transactions that were entered by the Company during the financial
year 2024-25 were on arm's length basis and in ordinary course of business. Further, there
were no material related party transaction entered during the year under review.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable.
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.
Reference for the Members is invited to the note no. 16 of the Financial Statements,
which sets out the related party disclosures as per the IND-AS 24.
RESERVES:
During the year under review, no amount has been transferred to the Reserve of the
Company. DIVIDEND
Due to ongoing financial constraints and uncertain business environment, the Board of
Directors has deemed it prudent not to recommend any dividend for the year under review.
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 affecting the financial position of the
Company happening between the end of the Financial Year 2024-25, 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 as the Company has not carried out any
business activity during the reporting period. |
| 2. the steps taken by the Company for utilizing alternate sources of
energy |
| 3. the capital investment on energy conservation equipment |
(B) TECHNOLOGY ABSORPTION
(i) the efforts, made towards technology absorption: Not applicable as the Company has
carried out any business activity during the reporting period.
(ii) the benefits derived like product improvement, cost reduction, product
development, import substitution: Not applicable as the Company has carried out any
business activity during the reporting period.
(iii) In case of imported technology (imported during the last 3 years reckoned from
the beginning of the financial year): Not applicable as the Company has carried out any
business activity during the reporting period.
(a) Details of technology imported: N.A.
(b) Year of import: N.A.
(c) Whether the technology been fully absorbed: N.A.
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons
therefor: N.A. and
(iv) Expenditure incurred on Research and Development: Not applicable as the Company
has carried out any business activity during the reporting period.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, the Company neither had any Foreign exchange earnings nor
incurred 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 Act, your Company has formulated and adopted a Risk
Management Policy that covers a formalized Risk Management plan for risk identification,
classification, evaluating, monitoring, review and mitigation of different risks
associated with the Company. The Board of Directors following the mechanism provided in
the Policy, oversees the risk management processes with respect to all probable risks that
the Company could face such as strategic, financial, liquidity, security including cyber
security, regulatory, legal, reputational and other risks. There are no elements of risk
which in the opinion of the Board may threaten the existence of the Company and the Policy
contains requisite details for identification of such kind of risk, if any. A detailed
statement indicating development and implementation of a Risk Management Policy of the
Company, including identification of various elements of risk, is appearing under the
Management Discussion and Analysis Report.
THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE
SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Act were not applicable to the Company, during the
period under review.
MANNER OF FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS
Pursuant to the applicable provisions of the Act, the Board, in consultation with its
Nomination & Remuneration Committee, the Company 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 Company's 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 (excluding those being evaluated) 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.
Pursuant to the provisions of the Act and the corporate governance requirements
prescribed under the Listing Regulations, the Board has carried out the annual performance
evaluation of its own performance, and that of its Committees and Individual Directors.
The performance of the Board and individual Directors was evaluated by the Board after
seeking inputs from all the Directors. The performance of the Committees was evaluated by
the Board after seeking inputs from the Committee members. Further, The Board and the
Nomination Remuneration Committee reviewed the performance of the individual Directors on
the basis of the criteria mentioned above.
Evaluation of Independent Director was carried out by the entire Board of Directors of
the Company except the Director getting evaluated.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors. The same was discussed in the Board Meeting that followed the meeting of the
Independent Directors, at which the feedback received from the Directors on the
performance of the Board, its Committees and Individual Directors were also discussed. The
Board was satisfied with outcome of the overall performance evaluation.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES AND THEIR
CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE FINANCIAL YEAR UNDER
REVIEW
The Company does not have any Subsidiary Company, Associate Company or a Joint Venture
during the reporting period. Further, no company has become or ceased to be the Company's
Subsidiary or Associate during the year under review.
INTERNAL FINANCIAL CONTROL SYSTEMS & ITS ADEQUACY
Your Company has in place an adequate internal financial control framework with
reference to financial and operating controls thereby ensuring orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
accounting records, and timely preparation of reliable financial information.
The Company has also in place Internal control system which is supplemented by an
extensive program of internal audits and their review by the management. The internal
audit function is carried out by professional external audit firm, who conduct
comprehensive risk focused audits and evaluates the effectiveness of the internal control
structure across locations and functions on a regular basis.
During the Financial Year 2024-25, such controls were tested and no reportable material
weakness in the design or operation was observed.
The Board of Directors have in the Directors Responsibility Statement confirmed the
same to this effect.
CHANGE IN THE NATURE OF COMPANY'S BUSINESS
There is no change in the nature of Company's business during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board represents an optimal mix of professionalism, knowledge
and experience and enables the Board to discharge its responsibilities and provide
effective leadership to the business. The Board of your Company comprises highly
experienced persons of repute, eminence and has a good and diverse mix of Executive and
Non-Executive Directors. The Board composition is in conformity with the applicable
provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), as amended from time to time. As on
March 31, 2025, the Board comprised of 4 Directors out of which 2 are Women Independent
Directors and remaining 2 are Executive Director.
The Directors in the Company as on 31.03.2025 are as follows: -
| Sr. No. |
DIN |
Name of Director |
Designation |
| 1. |
10601570 |
Mrs. Priyanka Pathank |
Independent Director |
| 2. |
08438613 |
Mrs. Vasudha Jain |
Independent Director |
| 3. |
03267887 |
Mr. Sudhanshu Saluja |
Executive Director |
| 4. |
00106272 |
Mr. Satya Bhushan Jain |
Whole time Director |
Induction to the Board:
Following Directors were inducted to the Board during the year and till the date of
this meeting.
• Ms. Vasudha Jain (DIN: 08438613) was appointed as an Independent Director of the
Company, not liable to retire by rotation, by the shareholders vide its resolution passed
at its 30th Annual General Meeting held on September 23, 2024, with effect from
September 30, 2024 for a second term of consecutive 5 years.
• Ms. Priyanka Pathak (DIN: 10601570), was appointed as Additional Director
(Independent) by the Board of Directors w.e.f. December 19, 2024, not liable to retire by
roattion, for the first term of 5 consecutive years. The appointment of Ms. Pathak as
Independent Director of the Company for the aforesaid term, has been recommended to the
Members of the Company for their approval at the ensuing Annual General Meeting.
• Mr. Mayank Gupta (DIN: 03601839), was appointed as Additional Director
(Whole-time Director) by the Board of Directors w.e.f. May 22, 2025 for a term of 5
consecutive years. The appointment of Mr. Gupta as Whole Time Director, liable to retire
by rotation, for the aforesaid term, has been recommended to the Members of the Company
for their approval at the ensuing Annual General Meeting.
• Mr. Subhash Sahu (DIN: 08825039), was appointed as Additional Director (Non
Executive Non Independent Director) by the Board of Directors w.e.f. May 22, 2025. The
appointment of Mr. Sahu as Non Executive Non Independent Director, liable to retire by
rotation, with effect from May 22, 2025, has been recommended to the Members of the
Company for their approval at the ensuing Annual General Meeting.
• Mr. Mukesh Puniani (DIN: 10009156), was appointed as Additional Director
(Independent) by the Board of Directors w.e.f. August 30, 2025, not liable to retire by
rotation, for a term of 5 consecutive years. The appointment of Mr. Puniani as an
Independent Director for the aforesaid term, has been recommended to the Members of the
Company for their approval at the ensuing Annual General Meeting.
In the opinion of the Board, the Independent Directors of the Company who were
appointed during the financial year are the person of integrity and possess requisite
expertise, skills and experience (including the proficiency) required for their role as
well as fulfils the conditions specified under the Act read with the Rules and Schedule IV
made thereunder along with the applicable provisions of Listing Regulations and are
independent from Management of the Company. The Independent Directors bring with them the
core competencies, attributes and skills which will be of immense benefit to the Company.
Re-appointment of Directors retiring by rotation:
None of the Directors of the Company are eligible to retire by rotation at the ensuing
Annual General Meeting of the Company.
Cessation of Directors:
During the year under review and as on the date of this report, Mr. Satya Bhushan Jain
(DIN: 00106272) has resigned as the Whole Time Director of the Company w.e.f. May 22,
2025, Ms. Vasudha Jain (DIN: 08438613) has resigned as Non-Executive and Independent
Director w.e.f. August 30, 2025, Mr. Ashish Jain (DIN: 03031419) has resigned as
Non-Executive and Independent Director w.e.f. September 27, 2024 and Mr. Sudhanshu Saluja
(DIN: 03267887) has resigned as Executive Director w.e.f. May 22, 2025. The Board places
on record their sincere appreciation for the contributions made by them as Members of the
Board during their tenure.
KEY MANAGERIAL PERSONNEL (KMP)
The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 2013 of the
Companies Act, 2013 as on 31.03.2025 are as follows : -
| Name of KMP |
Designation |
| 1. Mr. Satya Bhushan Jain |
Whole-time Director |
| 2. Mr. Sudhanshu Saluja |
Executive Director and Chief Financial Officer |
| 3. Ms. Divya Mittal |
Company Secretary & Compliance Officer |
Appointment of KMP:
During the year under review and as on the date of this report, on the recommendation
of Nomination and Remuneration Committee (‘NRC'), the Board of Directors appointed
Ms. Kavita Bisht as Company Secretary and Compliance Officer of the Company w.e.f. May 30,
2025, at its meeting held on the May 29, 2025.
Further, the Board of Directors appointed Ms. Pooja as Company Secretary and Compliance
Officer of the Company and Mr. Pramod Verma as Chief Financial Officer of the Company
w.e.f. August 30, 2025 at its meeting held on the same date based on the recommendation of
the NRC.
Cessation of KMP:
During the year under review and as on the date of this report, Mr. Sudhanshu Saluja
has resigned as the Executive Director w.e.f. May 22, 2025, Ms. Divya Mittal resigned as
the Company Secretary & Compliance Officer w.e.f. May 29, 2025. Further, Ms. Kavita
Bisht has resigned as Company Secretary and Compliance Officer w.e.f. August 25, 2025.
The Board places on record their appreciation for the contributions made by Mr.
Sudhanshu Saluja, Ms. Divya Mittal and Ms. Kavita Bisht during their tenure in the
Company.
INDEPENDENT DIRECTORS' DECLARATION
The Independent Directors of the Company have confirmed the following:
• they meet the criteria of independence as prescribed under the provisions of the
Act, read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualifications of
Directors) Rules, 2014 and applicable provisions of the Listing Regulations.
• they have registered themselves on the data bank of Independent Directors
maintained by Indian Institute of Corporate Affairs and
• they have complied with the Code for Independent Directors prescribed under
Schedule IV to the Act.
In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company. Further, the Board is of the
opinion that the Independent Directors of the Company hold highest standards of integrity
and possess requisite expertise and experience required to fulfil their duties as
Independent Directors.
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. Company's
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 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'.
BOARD DIVERSITY
Your Company recognizes that Board diversity is a pre-requisite to meet the challenges
of globalization, ever evolving technology and balanced care of all stakeholders and
therefore, has appointed Directors from diverse backgrounds including Women Director. The
Board of your Company comprises highly experienced persons of repute, eminence and has a
good and diverse mix of Executive and Non-Executive Directors.
The Company has Policy on Board Diversity in place, which is available on the website
of the Company at https://www.biduplexboard.com/investor-relations/
DEPOSITS
During the reporting period, the Company has not accepted or renewed any amount falling
within the purview of provisions of Section 73 of the Act read with the Companies
(Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details
relating to deposits covered under Chapter V of the Act or the details
of deposits not in compliance with Chapter V of the Act, are not applicable.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
Except as provided in this Report, 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 Company's operations in future.
DISCLOSURE AS TO 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 maintain any cost records for the financial year 2024-25
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
The Company has zero tolerance towards sexual harassment at the workplace. The Company
has adopted a Policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules
made thereunder.
Since the Company does not fall within the threshold limits prescribed under the POSH
Act, it has not constituted an Internal Complaints Committee (“ICC”).
Nevertheless, the Company remains committed to providing a safe working environment for
all its employees.
The details w.r.t. complaints under the POSH Act are as follows:
a) number of complaints of sexual harassment received in the year: Nil
b) number of complaints disposed off during the year: Nil
c) number of cases pending for more than ninety days Nil
STATEMENT W.R.T. COMPLIANCE WITH THE PROVISION RELATING TO MATERNITY BENEFIT ACT, 1961
Since there is only one employee in the Company, the Company is not require to comply
with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
Neither any application has been made nor any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 during the year.
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
The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof, is not applicable.
CORPORATE GOVERNANCE
Your Company is not required to mandatorily comply with the provision of Regulation 17
to Regulation 27R clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and
para C, D and E of Schedule V of the Listing Regulations dealing with Corporate Governance
conditions, as its paid up 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.
BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT
Regulation 34 (2) (f) of the Listing Regulations is not applicable to the Company being
not among top 1000 listed entities based on market capitalization as on March 31, 2024 or
December 31, 2025. Accordingly, the Company is not 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 Listing Regulations 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) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in the prescribed format hereunder:
| Rule |
Particulars |
|
| (i) The Ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2024-25 |
Name of Director |
Ratio |
|
Mr. Satya Bhushan Jain (Whole Time Director) |
Nil |
|
Mr. Sudhanshu Saluja |
Nil |
|
Mr. Ashish Jain |
Nil |
|
Ms. Vasudha Jain |
Nil |
| (ii) The percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary in the financial year
2024-25 |
Name of Director/KMP |
Percentage Increase |
|
Mr. Satya Bhushan Jain (Whole Time Director) |
Nil |
|
Mr. Sudhanshu Saluja |
Nil |
|
Mr. Ashish Jain |
Nil |
|
Ms. Vasudha Jain |
Nil |
|
Ms. Divya Mittal |
17.07% |
| (iii) The percentage increase in the median remuneration of employees in
the financial year 2024-25. |
Nil |
|
| (iv) The number of permanent employees on the rolls of the Company. |
Nil |
|
| (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 Affirmation that the remuneration is as per the remuneration policy of
the company. |
|
|
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Annual Report. Further, the Report
is being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of
the Act, any member interested in obtaining a copy thereof may write to the Company
Secretary and Compliance Officer of the Company at cs@prabhatamgroup.com .
NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR
• Female: 1
• Male: 0
• Transgender: 0
COMMITTEES OF BOARD
Pursuant to requirement under Act and Listing Regulations, the Board of Directors has
constituted three Committees of Board i.e., Audit Committee, Nomination & Remuneration
Committee and Stakeholders Relationship Committee.
The Company has also constituted two voluntary Committees which are Preferential Issue
Committee and Committee of Independent Directors.
AUDIT COMMITTEE
Your Directors wish to inform you that in Compliance with Section 177 of the Act, an
Audit Committee of the Board is duly constituted. The Audit Committee as on the date of
this report comprises of the following Directors: -
| Name of the Director |
Designation |
| 1 Ms. Priyanka Pathak |
Non-Executive Independent Director, Chairperson |
| 2 Mr. Mukesh Puniani |
Non-Executive Independent Director, Member |
| 3 Mr. Subhash Sahu |
Non-Executive Director, Member |
During the financial year and as on the date of report following directors were
appointed / ceased to be Chairman / Member of the Audit Committee:
- Ms. Priyanka Pathak, was appointed as Chairperson of the Audit Committee w.e.f.
December 19, 2024
- Mr. Mukesh Puniani, was appointed as Member of the Audit Committee w.e.f. August 30,
2025
- Mr. Subhash Sahu, was appointed as Member of the Audit Committee w.e.f. May 22, 2025
- Mr. Ashish Jain, ceased to be Chairman of the Audit Committee w.e.f. September 27,
2024
- Ms. Vasudha Jain, ceased to be Member of the Audit Committee w.e.f. August 30, 2025
- Mr. Sudhanshu Saluja, ceased to be Member of the Audit Committee w.e.f. May 22, 2025
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 six times during the year under review.
During the financial year 2024-25, Six (6) meetings of the Audit Committee were held,
details of the same are under:
| Date of meeting |
Total Number of Members as on the date of meeting |
Attendance |
|
|
Number of Members Attended |
% of Attendance |
| 28.05.2024 |
3 |
3 |
100 |
| 12.08.2024 |
3 |
3 |
100 |
| 27.09.2024 |
2 |
2 |
100 |
| 14.11.2024 |
2 |
2 |
100 |
| 19.12.2024 |
3 |
3 |
100 |
| 13.02.2025 |
3 |
3 |
100 |
NOMINATION & REMUNERATION COMMITTEE
In terms of the provisions of Section 178 (1) of the Act, Nomination & Remuneration
Committee (‘NRC') of the Board is duly constituted. As on the date of this report,
the Committee comprised of the following Directors: -
| Name of the Director |
Designation |
| 1 Ms. Priyanka Pathak |
Non-Executive Independent Director, Chairperson |
| 2 Mr. Mukesh Puniani |
Non-Executive Independent Director, Member |
| 3 Mr. Subhash Sahu |
Non-Executive Director, Member |
During the financial year and as on the date of report following directors were
appointed / ceased to be Chairman / Member of the NRC:
- Ms. Priyanka Pathak, was appointed as Chairperson of the NRC w.e.f. December 19, 2024
- Mr. Mukesh Puniani, was appointed as Member of the NRC w.e.f. August 30, 2025
- Mr. Subhash Sahu, was appointed as Member of the NRC w.e.f. May 22, 2025
- Mr. Ashish Jain, ceased to be Chairman of the NRC w.e.f. September 27, 2024
- Ms. Vasudha Jain, ceased to be Member of the NRC w.e.f. August 30, 2025
- Mr. Sudhanshu Saluja, ceased to be Member of the NRC w.e.f. May 22, 2025
During the financial year 2024-25, the Committee met twice. 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 meeting |
Total Number of Members as on the date of meeting |
Attendance |
|
|
Number of Members Attended |
% of Attendance |
| 27.09.2024 |
2 |
2 |
100 |
| 19.12.2024 |
3 |
3 |
100 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
In terms of the provisions of Section 178 (5) of the Act, the Stakeholders Relationship
Committee (‘SRC') of the Board is duly constituted. As on the date of this report,
the Committee comprised of the following Directors: -
| Name of the Director |
Designation |
| 1 Ms. Priyanka Pathak |
Non-Executive Independent Director, Chairperson |
| 2 Mr. Mukesh Puniani |
Non-Executive Independent Director, Member |
| 3 Mr. Subhash Sahu |
Non-Executive Director, Member |
During the financial year and as on the date of report following directors were
appointed / ceased to be Chairman / Member of the SRC:
- Ms. Priyanka Pathak, was appointed as Chairperson of the SRC w.e.f. December 19, 2024
- Mr. Mukesh Puniani, was appointed as Member of the SRC w.e.f. August 30, 2025
- Mr. Subhash Sahu, was appointed as Member of the SRC w.e.f. May 22, 2025
- Mr. Ashish Jain, ceased to be Chairman of the SRC w.e.f. September 27, 2024
- Ms. Vasudha Jain, ceased to be Member of the SRC w.e.f. August 30, 2025
- Mr. Sudhanshu Saluja, ceased to be member of the SRC w.e.f. May 22, 2025
During the financial year 2024-25, the Committee met twice. The details of the meeting
held and attendance of the Members of the Stakeholders' Relationship Committee are as
detailed herein below:
| Date of meeting |
Total Number of Members as on the date of meeting |
Attendance |
|
|
Number of Members Attended |
% of Attendance |
| 27.09.2024 |
2 |
2 |
100 |
| 19.12.2024 |
3 |
3 |
100 |
PREFERENTIAL ISSUE COMMITTEE
During the year the Board formed a Preferential Issue Committee for issuance of Equity
Shares on preferential basis. Post completion of the issue on May 22, 2025, the committee
had ceased to exist. The Committee comprised of the following Directors: -
| Name of the Director |
Designation |
| 1 Satyabhushan Jain |
Executive Director, Chairman |
| 2 Sudhanshu Saluja |
Executive Director, Member |
| 3 Priyanka Pathak |
Non-Executive Independent Director, Member |
During the financial year 2024-25, the Committee met once. The details of the meeting
held and attendance of the Members of the Preferential Issue Committee are as detailed
herein below:
| Date of meeting |
Total Number of Members as on the date of meeting |
Attendance |
|
|
Number of Members Attended |
% of Attendance |
| 24.02.2025 |
3 |
3 |
100 |
COMMITTEE OF INDEPENDENT DIRECTORS
The Board has formed a Committee of Independent Directors. As on the date of this
report, the Committee comprised of the following Directors: -
| Name of the Director |
Designation |
| 1 Priyanka Pathak |
Chairperson |
| 2 Mukesh Puniani |
Non-Executive Independent Director, Member |
During the financial year and as on the date of report following directors were
appointed / ceased to be Chairman / Member of the Committee of Independent Directors:
- Mr. Ashish Jain, ceased to be Member of the Committee of Independent Directors w.e.f.
September 27, 2024.
- Ms. Vasudha Jain, ceased to be Member of the Committee of Independent Directors
w.e.f. August 30, 2025.
During the financial year 2024-25, the Committee met once. The details of the meeting
held and attendance of the Members of the Committee of Independent Directors are as
detailed below:
| Date of meeting |
Total Number of Members as on the date of meeting |
Attendance |
|
|
Number of Members Attended |
% of Attendance |
| 24.02.2025 |
2 |
2 |
100 |
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of the Act read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 4(2) of the
Listing Regulations, the Company has formulated Whistle Blower Policy to deal with
instance of unethical behavior, actual or suspected fraud or violation of the Company's
Code of Conduct and other policies adopted by the Board. The Whistle Blower Policy is
posted on the website of the Company and can be accessed at www.biduplexboard.com
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 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.biduplexboard.com. Further, the Board has also
adopted the Code of Conduct to regulate, monitor and report trading by Designated Persons
and their Immediate relatives in accordance with the requirements of the SEBI (Prohibition
of Insider Trading) Regulations, 2015. These Codes adopted by 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 Company's equity shares are in compulsory Demat mode in terms of SEBI Guidelines.
This has been
facilitated through an arrangement with NSDL. About 79.56 % of the issued shares of the
Company are in dematerialized form as per the latest shareholding pattern of the Company
filed for June 2025 quarter. M/s. 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 Listing Regulations.
CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion and Analysis Report
describing the Company's 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 Company's operations include the status of the promoters, change in
government regulations, tax laws, economic developments within the country and other
factors such as litigation and 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.
|
By order of the Board of Directors For B J Duplex Boards Limited |
| Sd/- |
Sd/- |
| Mayank Gupta |
Subhash Sahu |
| Whole -time Director |
Director |
| DIN: 03601839 |
DIN: 08825039 |
| Place: Delhi |
|
| Date: August 30, 2025 |
|
