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Bijoy Hans Ltd. Change Name
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 6.90 Cr. P/BV 1.96 Book Value (Rs.) 11.76
52 Week High/Low (Rs.) 24/21 FV/ML 10/1 P/E(X) 50.77
Bookclosure 27/09/2024 EPS (Rs.) 0.45 Div Yield (%) 0.00
Year End :2024-03 

Your Directors are pleased to present the 39th Annual Report of your Company together with the Audited Statement of
Accounts and the Auditor's Report for the financial year ended, 31st March, 2024.

HIGHLIGHTS OF PERFORMANCE

(Rs. In Hundreds)

PARTICULARS

2023-24 (Rs)

2022-23 (Rs)

Turnover

58,340.72

44,213.96

Profit/ (Loss) before Interest, Depreciation & Taxation (PBIDT)

-6195.82

-37,888.93

Interest

641.09

645.04

Profit/ (Loss) before Depreciation & Taxation (PBDT)

-6,836.91

-38,533.97

Depreciation

4,821.77

5,923.09

Profit/ (Loss) before Tax and Extraordinary Items (PBTE)

-11,658.68

-44,457.06

Extraordinary items

0

0

Profit/ (Loss) before Tax (PBT)

-11,658.68

-44,457.06

Provision for Taxation/ (Deferred Tax)

63.15

48.37

Profit/ (Loss) after Tax (PAT)

-11,721.83

-44,408.69

Other Comprehensive Income

0

0

Total Comprehensive Income

-11,721.83

-44,408.69

SHARE CAPITAL

The Paid-up Share Capital of the Company, comprising Equity Shares, is Rs.300.00 Lacs as on 31st March, 2024. The
Company has not issued any shares during the year.

EXTRACT OF ANNUAL RETURN

A copy of Annual Return as required under The Companies Act, 2013 has been placed on the Company's website viz of
the Company at www.bijoyhans.net.

MEETINGS

During the year under review, 7 (Seven) Board Meetings were held on 30.05.2023; 24.06.2023, 04.08.2023,
14.08.2023; 14.11.2023; 12.02.2024; and 12.03.2024.

During the year under review, 4 (Four) Audit Committee Meetings were held on 30.05.2023; 14.08.2023; 14.11.2023
and 12.02.2024.

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

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.

BOARD'S COMMENTS ON THE STATUTORY AUDITOR'S 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, 2024 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, 2024 were on arm's length
price and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013
were not attracted. Further there was no materially significant related party transaction during the 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 COMPANY'S AFFAIRS AND FUTURE OUTLOOK

The Company is engaged in the business of Pharmaceutical, Medical and cosmetics goods. There has been no change
in the business of the company during the financial year ended 31st March, 2024.

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, 2024.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's 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. Ashim Kumar Patawari (DIN: 01972489), retires by rotation at the

forthcoming Annual General Meeting and, being eligible, offers himself for reappointment. Mr. Pukhraj Lunkar (DIN:
01958134) has been resigned from the Company w.e.f. 01st June, 2023.

Mr. Ashim 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.

The Company has appointed Mr. Salil Sriram Shetty, (DIN: 07424136) and Mr. Amit Jawarimal Dugar (DIN: 01641205)
as Additional Independent Director of the Company w.e.f. 13th August, 2024, As per the provisions contained under
Section 161 of the Act, the "Additional Director" so appointed shall hold office up to the date of the next Annual
General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier.
However, pursuant to amendment (effective from 1st January, 2022) to Regulation 17(1C) of Listing Regulations, every
listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken
at next general meeting or within a time period of three months from the date of appointment, whichever is earlier.
Therefore, approval of the shareholders is sought for the appointment of Mr. Salil Sriram Shetty and Amit Jawarimal
Dugar, as an Independent Director of the Company in this AGM.

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
Company's net worth, turnover and net profit during the financial year ended on 31st March, 2024 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:

Audit Committee as on date of this report;

DIN

Name

Designation

Position in
Committee

00496383

Sanjay Kumar Baid

Non- Executive - Independent Director

Chairperson

01972489

Ashim Kumar Patawari

Non -Executive Director

Member

01641205

Amit Jawarimal Dugar
(Appointed on 13th
August, 2024)

Non- Executive - Independent 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.

Nomination and Remuneration Committee:

During the year under review, One Nomination and Remuneration Committee meeting was held on 13th August, 2024.
Nomination and Remuneration Committee as on date of this report;

DIN

Name

Designation

Position in Committee

07424136

Salil Sriram Shetty
(appointed on 13th
August, 2024)

Non- Executive - Independent Director

Chairperson

00496383

Sanjay Kumar Baid

Non- Executive - Independent Director

Member

01641205

Amit Jawarimal
Dugar(Appointed on
13th August, 2024)

Non- Executive - Independent Director

Member

Stakeholders Relationship Committee:

Pursuant to the Companies Act, 2013 and the Listing Regulations, the Company has constituted a Stakeholders
Relationship Committee. The Committee looks into the grievances of security holders of the Company. During FY
2023-2024, No complaints from investors were received on any matters.

Stakeholders Relationship Committee as on date of this report:

DIN

Name

Designation

Position in
Committee

01641205

Amit Jawarimal
Dugar (Appointed on

Non- Executive - Independent Director

Chairperson

13th August, 2024)

06935613

Shweta Patawari

Non Executive Director

Member

07424136

Salil Sriram Shetty
(Appointed on 13th
August, 2024)

Non- Executive - Independent Director

Member

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 Company's 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.biiovhans.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 I".

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 Company's 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. 7.86% of the total
number of shares stand dematerialised as on 31st March, 2024. 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

M/s Rajesh Surana & Co., Chartered Accountants (Firm Regn No. 325658E), was appointment as auditors of the
company to hold office for a period of 5 years from the conclusion of 38th 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 in place
of M/s. Mahendra Pareek & Co. who has retired in terms of Section 139 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Management Personnel) Rules, 2014, M/s Pooja Gala & Associates., Company Secretaries were appointed as
Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure II and forms part of this
report.

INTERNAL AUDITORS

M/s. Ketan Mehta & Associates, Chartered Accountants (Firm Registration Number : 104994W) have been appointed
as Internal Auditors by complying with the provisions of Section 138 of The Companies Act, 2013 read with Rule 13 of
The Companies (Accounts) Rules, 2014.

LISTING OF EQUITY SHARES

The Company's equity shares are listed on The BSE Limited (Scrip Code: 524723) and suspended on CSE Ltd (Script
Code: 012097), however Company is under process for revocation of suspension of securities from the CSE Ltd.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT, 2013

The Company does not have any holding, subsidiary, joint venture and associate companies as per the Companies Act,
2013.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of The Companies Act, 2013 read with The Companies (Corporate Social Responsibility
Policy) Rules, 2014 are not applicable to the Company. Hence, there is no need to develop CSR policy and to take
initiative thereon.

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 Company's executives, staff and workers.

For and on behalf of the Board of Directors of
BIJOY HANS LIMITED

Sd/- Sd/-

Place: Guwahati Ashok Kumar Patawari Ashim Kumar Patawari

Date : 21-08-2024 Managing Director Director

DIN:00154286 DIN:01972489


 
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