However, the company demonstrates its commitment to responsible corporate conduct through a robust framework of internal controls, compliance with various regulatory standards, and established governance committees.
MUMBAI (India CSR): While Corporate Social Responsibility (CSR) has become a cornerstone of corporate governance for many large Indian enterprises under Section 135 of the Companies Act, 2013, companies falling below specified financial thresholds operate under different obligations. Bijoy Hans Limited, a company primarily involved in the pharmaceutical, medical, and cosmetic goods sectors, exemplifies this latter category for the financial year ended March 31, 2025.
For the financial year 2024-2025, Bijoy Hans Limited was not obligated to establish a Corporate Social Responsibility Policy or constitute a CSR Committee, nor was it required to undertake CSR initiatives, as its financial performance fell below the statutory thresholds mandated by Section 135 of the Companies Act, 2013.
The provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were explicitly noted as not applicable to the company.
The company’s turnover for the financial year 2024-25 stood at Rs. 4,687,403 (Rupees Forty-Six Lakhs Eighty-Seven Thousand Four Hundred Three only), and its Profit After Tax (PAT) was Rs. 1,361,204 (Rupees Thirteen Lakhs Sixty-One Thousand Two Hundred Four only). These figures place Bijoy Hans Limited well below the thresholds that would trigger mandatory CSR spending, which include a net worth of INR 500 crore or more, a turnover of INR 1000 crore or more, or a net profit of INR 5 crore or more.
Robust Corporate Governance and Compliance Framework
Despite being exempt from mandatory CSR, Bijoy Hans Limited maintains a diligent approach to corporate governance and compliance, ensuring a responsible operational framework. The company’s board of directors held 10 meetings during the year ended March 31, 2025, demonstrating consistent oversight.
Key governance structures in place include:
Audit Committee: The Board of Directors has constituted an Audit Committee comprising three Non-Executive Directors, two of whom are Independent Directors. This committee possesses the requisite experience and expertise, and all its recommendations were duly accepted by the Board without any disagreements during the year.
Nomination and Remuneration Committee: This committee, consisting of three Non-Executive Directors, convened two meetings during the year under review, on August 13, 2024, and December 26, 2024.
Stakeholders Relationship Committee: In compliance with the Companies Act, 2013, and Listing Regulations, this committee addresses grievances from security holders. For FY 2024-2025, no complaints from investors were received.
Vigil Mechanism / Whistle Blower Policy: The company has implemented a Vigil Mechanism Policy, allowing directors and employees to report genuine concerns or grievances related to fraud, unethical behavior, or violations of the company’s code of conduct. Importantly, no personnel were denied access to the Audit Committee for reporting concerns.
Sexual Harassment Policy: Bijoy Hans Limited is committed to providing a safe and conducive work environment for its employees. During the reporting period, no cases of sexual harassment were reported.
Internal Financial Control Systems: The company has adequate internal financial controls with reference to financial statements. An independent firm of Chartered Accountants conducts internal audits, and the management along with the Audit Committee recommends corrective measures to improve business operations.
Secretarial Standards Compliance: The Board of Directors affirmed that the company complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the year.
Risk Management: The company currently does not have a formal Risk Management Policy, as the perceived risks threatening its existence are considered minimal.
Strategic Direction and Future Prospects
Bijoy Hans Limited is undergoing a significant transformation. A change in the control and management of the company occurred pursuant to an Open Offer under SEBI (SAST) Regulations, 2011, which concluded on July 03, 2025. The new management has expressed its intent to initiate healthcare business activities, subject to all necessary approvals. This strategic shift could potentially lead to new avenues for social impact and engagement in the future, aligning with the broader healthcare sector.
The company’s directors have also opted to preserve the company’s resources by not proposing any dividend for the financial year ended March 31, 2025, in view of planned business growth. This decision reflects a focus on reinvestment and development for the company’s future endeavors.
(India CSR)
