To The Members, BIJOY HANS LIMITED
Your directors are pleased to present the 40th Annual Report of your Company
together with the Audited
Statement of Accounts and the Auditor's Report for the financial year ended, 31st
March, 2025.
HIGHLIGHTS OF PERFORMANCE
(Rs. In Hundreds)
| PARTICULARS |
2024-25 (Rs) |
2023-24 (Rs) |
| Turnover |
46,874.03 |
58,340.72 |
| Profit/ (Loss) before Interest, Depreciation & Taxation (PBIDT) |
33378.68 |
-6195.82 |
| Interest |
950.80 |
641.09 |
| Profit/ (Loss) before Depreciation & Taxation (PBDT) |
34329.48 |
-6,836.91 |
| Depreciation |
2,443.11 |
4,821.77 |
| Profit/ (Loss) before Tax and Extraordinary Items (PBTE) |
-36,772.59 |
-11,658.68 |
| Extraordinary items |
55,859.22 |
0 |
| Profit/ (Loss) before Tax (PBT) |
19,086.63 |
-11,658.68 |
| Provision for Taxation/ (Deferred Tax) |
2800.85 |
63.15 |
| Profit/ (Loss) after Tax (PAT) |
13,612.04 |
-11,721.83 |
| Other Comprehensive Income |
0 |
0 |
| Total Comprehensive Income |
13,612.04 |
-11,721.83 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS & FUTURE OUTLOOK:
During the year, there was change in the control & management of the Company. The
new management intends to start healthcare business activities, subject to all necessary
approvals. Since the Open offer was completed on 03rd July, 2025, hence new
management will take necessary steps to start new business activities.
The Board was informed that, there is change in the Management & Control of the
Company pursuant to Open Offer under SEBI (SAST) Regulations, 2011 which was handled by
Swaraj Shares & Securities Private Limited, Merchant Bankers, open offer was closed on
03rd July, 2025.
The Acquirers namely M/S U G Patwardhan Services Private Limited (Acquirer 1), Mr.
Kaushal Uttam Shah (Acquirer 2), M/S Agri One India Ventures Llp (Acquirer 3), And Mr.
Shantanu Surpure (Acquirer 4) has made an open offer for acquisition of up to 19,50,010
(Nineteen Lakh Fifty Thousand Ten) Equity Shares, representing 26% (Twenty-sixty Percent)
of the Voting Share Capital of Bijoy Hans Limited, at an offer price of Rs. 12.50/-
(Rupees Twelve and Fifty paisa Only) per Equity Share, to the Public Shareholders of the
Target Company. Since the Acquirers has kept the 100% consideration in the escrow account
and open offer was completed, hence as per SEBI (SAST) Regulations, 2011, the board &
management was changed on 28th July, 2025.
The Acquirers are acquiring the management control of the Company from the existing
board of directors under SEBI (SAST), Regulations, 2011 & amended from time to time,
pursuant to open offer. The change in the control & management of the Company will
have effect in the re-constitution of Board & maintaining Corporate Office at Pune,
where the new management team will be situated
SHARE CAPITAL
The Paid-up Share Capital of the Company, comprising Equity Shares, is Rs. 3,00,00,210
as on 31st March, 2025.
The company had proposed to issue 45,00,000 (Forty-Five Lakhs) fully paid-up equity
shares of the
Company having face value of 10/- (Indian Rupees Ten) each at an issue price of 12.50/-
(Indian Rupees Twelve Point Fifty Paisa Only) each aggregating up to 5,62,50,000/- (Indian
Rupees Five Crores Sixty-Two Lakhs Fifty Thousand Only) to persons, being proposed
promoters of the Company. The company had called an extra-ordinary general meeting for the
above purpose on 24th January, 2025.
The Company had received in principle approval from BSE Limited for issue of 45,00,000
Equity shares of Rs. 10/- each at an issue price not less than Rs. 12.50/- on a
preferential basis on March 10, 2025 and from CSE Limited on May 12, 2025.
The Company had allotted 45,00,000 equity shares pursuant to preferential issue on 27th
May, 2025. Further the Listing approval was filed with both the exchanges, and approval
for the same is awaited.
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 .
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
Regular meetings of the Board are held at least once in a quarter inter-alia to review
the quarterly results of the Company and to discuss and decide on various business
policies strategies and other businesses. During the year under review, Board of Directors
of the Company met 10 (Ten) times, and the intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 and the Listing Regulations. The Board
meetings held on 30.05.2024; 26.07.2024; 13.08.2024; 21.08.2024; 08.10.2024; 09.11.2024;
26.12.2024; 07.01.2025; 04.02.2025; 24.03.2025.
Details of the attendance of the Directors at the Board meetings held during the year
ended 31st March 2025 are as follows:
| Name of the Director |
Number of Board Meetings |
|
Held |
Attended |
| Ashok Kumar Patawari |
10 |
10 |
| Ashim Kumar Patawari |
10 |
10 |
| Shweta Patawari |
10 |
10 |
| Dhavalkumar Pravinkumar |
4 |
4 |
| Mashru |
|
|
| Amit Jawarimal Dugar |
8 |
8 |
| Salil Sriram Shetty |
8 |
8 |
| Kumar Baid |
10 |
10 |
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)
Independent Directors of Company have submitted a declaration that each of them meets
the criteria of independence as provided in section 149(6) of the Act and there has been
no change in the circumstances which may affect their status as independent Director
during the year.
In the opinion of the Board, all the Independent Directors are well experienced
business leaders. Their vast experience shall greatly benefit the Company. Further, they
possess integrity and relevant proficiency which will bring tremendous value to the Board
and to the Company.
FAMILIARIZATION PROGRAMMES
The Members of the Board of the Company have been provided opportunities to familiarize
themselves with the Company, its Management, and its operations. The Directors are
provided with all the documents to enable them to have a better understanding of the
Company, its various operations, and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and
responsibilities at the time of their appointment through a formal letter of appointment,
which also stipulates various terms and conditions of their engagement.
Senior management personnel of the Company present to the Board Members on a periodical
basis, briefing them on the operations of the Company, plans, strategy, risks involved,
new initiatives, etc., and seek their opinions and suggestions on the same. In addition,
the Directors are briefed on their specific responsibilities and duties that may arise
from time to time.
The Statutory Auditors and Internal Auditors of the Company presents to the Board of
Directors on Financial Statements and Internal Controls including presentation on
regulatory changes from time to time.
The detail policy on the familiarization programme is available on the website at
www.bijoyhans.net.
MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors was held on 30th March, 2023; as per
the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013
and Regulation 25(3) of Listing Regulations; in which the following matters were
considered:
Evaluation of the performance of Non-Independent Directors and the Board of Directors.
Evaluation of the performance of the Chairman, taking into account the views of the
Executive and Non- Executive Directors.
Evaluation of the quality, content and timeliness of flow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
The Independent Directors expressed satisfaction with the overall performance of the
Directors and the Board as a whole.
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, 2025 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, 2025 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, 2025.
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, 2025.
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
| Sr. No. |
DIN/PAN |
Name of Director |
Designation |
Original date of Appointment |
Date Cessation of |
| 1 |
00154286 |
Ashok Kumar Patawari |
Managing Director |
13/06/1989 |
NA |
| 2 |
01972489 |
Ashim Kumar Patawari |
Director |
08/01/2008 |
NA |
| 3 |
06935613 |
Shweta Patawari |
Director |
14/08/2014 |
28-07-2025 |
| 4 |
00496383 |
Sanjay Kumar Baid |
Director |
04/08/2023 |
28-07-2025 |
| 5 |
07424136 |
Salil Sriram Shetty |
Director |
13/08/2024 |
NA |
| 6 |
01641205 |
Amit Jawarimal Dugar |
Director |
13/08/2024 |
28-07-2025 |
| 7 |
10786675 |
Dhavalkumar Pravinkumar Mashru |
Director |
26/12/2024 |
NA |
KEY MANAGERIAL PERSONNEL
The following functioned as Key Managerial Personnel during the year:
| Sr. No. |
Name |
Designation |
| 1 |
Ashok Kumar Patawari |
Managing Director |
| 2 |
Richi Patawari |
Chief Financial Officer |
| 3 |
Guinea Agrawal (Appointed on 01st June, 2025) |
Company Secretary |
| 4 |
Manisha Agarwala (Resigned on 30th May, 2025) |
Company Secretary and Compliance Officer |
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, 2025 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 |
| 07424136 |
Salil Sriram Shetty |
Non-Executive, Independent Director |
Chairperson |
| 10763751 |
Brijesh Jugalkishor Biyani |
Non-Executive, Independent Director |
Member |
| 02175130 |
Kaushal Uttam Shah |
Managing 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:
The Board of Directors has constituted a Nomination and Remuneration Committee which
consists of 3 (Three) Non-Executive Directors possessing the requisite experience and
expertise.
During the year under review, Two Nomination and Remuneration Committee meeting was
held on 13th August, 2024, 26th December 2024.
The composition of the Nomination and Remuneration Committee is as follows:
Nomination and Remuneration Committee as on date of this report;
| DIN |
Name |
Designation |
Position in Committee |
| 10763751 |
Brijesh Jugalkishor Biyani |
Non-Executive, Independent Director |
Chairperson |
| 09203474 |
Rahul Ravindra Mayur |
Non-Executive, Independent Director |
Member |
| 07424136 |
Salil Sriram Shetty |
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 2024-2025, No complaints from investors were
received on any matters.
Stakeholders Relationship Committee as on date of this report;
| DIN |
Name |
Designation |
Position in Committee |
| 09203474 |
Rahul Ravindra Mayur |
Non-Executive, Independent Director |
Chairperson |
| 07424136 |
Salil Sriram Shetty |
Non-Executive, Independent Director |
Member |
| 02175130 |
Kaushal Uttam Shah |
Managing 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.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 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 dematerialized form for all
shareholders. 8.35% of the total number of shares stand dematerialized as on 31st March,
2025. 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 dematerialized mode effective from 1st April, 2019 and the
shareholders have been requested to dematerialize 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. However, the
company has appointed Khire Khandekar and Kirloskar, Chartered Accountants, with Firm
Registration Number 105148W from the conclusion of this Annual General Meeting till the
Conclusion of Annual General Meeting to be held in year 2030.
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, Peer
Reviewed Practicing Company Secretary (Peer review No. 5760/2024), were appointed as
Secretarial Auditor of the Company to issue to report for the financial year 2024- 2025.
The Secretarial Audit Report is annexed as Annexure II and forms part of this report.
INTERNAL AUDITOR
Mr. Aslesh Ramchandra Parannawar, Chartered Accountant (Membership No.: 130228) has
been appointed as Internal Auditor 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 CSE
Ltd (Script Code: 012097).
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.
CODE OF CONDUCT
The Company has laid down a code of conduct which has been effectively adopted by the
Board Members and Senior Management Code of Conduct Personnel of the Company.
The detail policy on the Code of Conduct is available on the website at
www.bijoyhans.net.
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 |
Kaushal Uttam Shah |
Dhavalkumar Pravinkumar Mashru |
| Date: 28-07-2025 |
Managing Director |
Director |
|
DIN: 02175130 |
DIN: 01972489 |
|