TO THE MEMBERS
The Directors have pleasure in presenting the 76th Annual Report
together with the Audited Financial
Statements of the Company for the financial year ended 31 st March,
2023.
CORE INVESTMENT COMPANY
The Company is a Core Investment Company-Non Deposit
Taking-Systemically Important (CIC-ND-SI) registered with the Reserve Bank of India (RBI)
and has been complying with all the stipulations prescribed by RBI.
OPERATIONS & OUTLOOK
Dynamic Global Economy & Geo-Political developments impeded the
economic recovery. Consequential disruptions due to high inflation & tight monetary
Policies resulted slow-down in growth during the first half of the year. However,
situations stablised to some extent in the second half. Indian Economy continued to be one
of the fastest growing economies of the world and registered close to 7% growth during the
year under review.
Your Company recorded Profit after Tax of Rs. 12,185.44 lacs on
standalone basis and Rs. 1,07,065.41 lacs on consolidated basis for the year. The Company
being a Core-Investment Company, holds significant in the Group Companies having
diversified Industrial development, the outlook of Indian Economy remains positive. This
augurs well for the Company keeping in mind that the sectors in which your Company is
invested in i.e. paper/tyre/automotive components/ cement to name a few, are performing
well and also have a positive outlook.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 25/- per
equity share of Rs. 10 each (250%) on the equity share capital of Rs. 11.29 Crore for the
financial year ended 31st March, 2023. The Dividend outgo would be Rs. 28.24 Crores. The
dividend is subject to deduction of tax at source as may be applicable. The Dividend
pay-out is in accordance with the Dividend Distribution Policy of the Company.
APPROPRIATIONS
The amount available for appropriation, including surplus from previous
year after adjusting the dividend paid for the financial year 2021-22 is Rs. 38,972.39
Lacs.
The Directors propose this to be appropriated as under:
| Transfer to Reserves (As per RBI
guidelines) |
Rs. 2,437.09 Lacs |
| Transfer to Capital Redemption Reserve |
Rs. 700.00 Lacs |
| Surplus carried to Balance Sheet |
Rs. 35,835.30 Lacs |
| Total |
Rs. 38,972.39 Lacs |
ANNUAL RETURN
The Annual Return referred to in Section 134 (3)(a) of the Companies
Act, 2013 is available on the website of the Company at the link
https://www.bengalassam.com/pdf/Annual%20Return%202021-22.pdf
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company being a Core Investment Company registered with the Reserve
Bank of India, Section 186 of the Companies Act, 2013 is not applicable to it. The
particulars of loans, guarantees and investments are furnished in the financial
statements.
RELATED PARTY TRANSACTIONS
During the financial year ended 31 st March, 2023, all the contracts or
arrangements or transactions entered into by the Company with the Related Parties were in
the ordinary course of business and on an arms length basis and were in compliance
with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations").
Further, the Company had not entered into any contract or arrangement
or transaction with the related parties which could be considered material in accordance
with the policy of the Company on materiality of the Related Party Transactions. In view
of the above, disclosure in FORM AOC-2 is not applicable.
The Policy on materiality of Related Party Transactions and on dealing
with Related Party Transactions, as amended and approved by the Board, is available on the
Companys website.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Bharat Hari Singhania (DIN: 00041156) Director, retires by
rotation and being eligible offers himself for re-appointment at the ensuing Annual
General Meeting (AGM). The Board recommends re-appointment of Shri Bharat Hari Singhania
as Director liable to retire by rotation. Further, pursuant to Regulation 17(1A) of SEBI
Listing Regulations, the Board has also approved continuation of his appointment as
Non-executive Director of the
Company, since he has attained the age of 85 years. Requisite Special
Resolution regarding his re-appointment and continuation as Non-executive Director of the
Company, is included in the Notice of ensuing AGM for approval of the Members.
Declarations have been received from all the Independent Directors of
the Company that they meet the criteria of independence prescribed under the Companies
Act, 2013 & SEBI Listing Regulations. All the Independent Directors are registered in
the Independent Directors Data Bank.
Shri Upendra Kumar Gupta was re-appointed as ‘Manager with
the designation ‘Chief Executive Officer and Chief Financial Officer of the
Company for a further period of three years w.e.f. 1st July, 2023 subject to approval of
the Members at the ensuing AGM. Requisite Resolution regarding his re-appointment is
included in the Notice of ensuing AGM for approval of the Members.
Except as stated above, there was no other change in Directors and Key
Managerial Personnel of the Company, during the year under review.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the financial
st March, 2023 haveyearended been prepared in accordance with the provisions of the
Companies Act, 2013, SEBI Listing Regulations and Indian Accounting Standards. The audited
Consolidated Financial Statements together with Auditors Report form part of the
Annual Report.
A report on the performance and financial position of each of the
subsidiaries and associates, included in the Consolidated Financial Statements is
presented in a separate section in this Annual Report. Please refer AOC-1 annexed to the
Financial Statements forming part of the Annual Report.
Pursuant to the provisions of Section 136 of the Companies Act, 2013,
the financial statements of the
Company, Consolidated audited Financial Statements alongwith relevant
documents and separate audited accounts in respect of subsidiaries, are available on the
website of the Company.
During the financial year under review, JKF Evolve Limited became the
Subsidiary of the Company and Gram
Power Infrastructure Private Limited ceased to be the Associate of the
Company. The Company does not have any Joint Venture.
DEPOSITS
The Company is a registered Non-Banking Finance Company and does not
accept public deposits and as required by the Reserve Bank of India (RBI), the Board of
Directors have also passed necessary resolution not to accept public deposits during the
financial year 2023-24, appr without prior oval of RBI.
AUDITORS
(a) Statutory Auditors and their Report
The observations of the Auditors in their Report on Accounts and the
Financial Statements read with the relevant notes are self-explanatory. The
qualifications,reservations, adverse Audit Report does not contain any remarks or
disclaimer.
(b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice
as Secretarial Auditor to carry out Secretarial Audit of the Company for the financial
year 2022-23. The Report given by him for the said financial year in the prescribed format
is annexed to this Report as Annexure-1. The Secretarial Audit Report does not contain any
qualifications, reservations, adverse remarks or disclaimer.
The Company has one material unlisted subsidiary, namely- J.K. Fenner
(India) Limited (JKFIL). The Secretarial
Audit Report of M/s R. Shridharan & Associates, the Secretarial
Auditor, for the financial prescribed format is annexed as Annexure- 2.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
During the financial year under review, there were no significant or
Courts or Tribunals which would impact the going concern status of the Company and its
future operations.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company.
CHANGE IN THE NATURE OF BUSINESS
During the financial year under review, there was no change in the
nature of business of the Company.
PARTICULARS OF REMUNERATION
Disclosure of the ratio of the remuneration of each Director to the
median employees remuneration and other requisite details pursuant to Section 197
(12) of the Companies Act, 2013 ("Act") read with Rule 5 (1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this
Report as Annexure-3. Further, particulars of employees pursuant to Rule 5(2) & (3) of
the above Rules, forms part of this
Board Report. However, in terms of the provisions of Section 136 of the
Act, the Annual Report for the financial year
2022-23 is being sent to all the Members of the Company and others
entitled thereto, excluding the particulars of employees. Any Member interested in
obtaining such particulars may write to the Company Secretary. The said information is
also available for inspection at the Registered Office of the Company on working days
during working hours upto the ensuing AGM.
INTERNAL FINANCIAL CONTROLS
The Company has in place a strong Internal Financial Control System,
Policies & Procedures which ensures accuracy & completeness of Accounting Records
and also helps in timely preparation of the reliable Financial
Statements. These Internal Financial Control Systems are designed for
safeguarding the assets of the Company and for the prevention and detection of errors
& frauds commensurate with the size, nature & complexities of the Operations of
the Company. These Policies & Procedures were found by the Statutory Auditors of the
Company to be adequate for smooth, orderly & efficient conduct of the business of the
Company.
The Internal Financial Control Systems are regularly reviewed to ensure
their effectiveness, taking into account the essential components of Internal Financial
Controls as stated in the Guidance Note on the Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India. Based on
such assessments carried out by the Management, no reportable material weaknesses in the
adequacy in the System of Operations of Internal Financial Controls were observed during
the year.
COST RECORDS
Maintenance of cost records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the
Company.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act, 2013, 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 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 to ensure compliance with the provisions of all
applicable laws have been devised and that such systems were adequate and operating
effectively.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
Business Responsibility and Sustainability Report of the Company for the Financial Year
2022-23 ended 31st March, 2023 in the prescribed format, is given in a separate section
and forms part of the Annual Report.
CORPORATE GOVERNANCE
Your Company re-affirms its commitment to the highest standards
Pursuant to the SEBI Listing Regulations a Management Discussion and
Analysis, Corporate Governance Report and Auditors Certificate regarding compliance
of conditions
Report. The Corporate Governance Report which forms part of this Report
also covers the following: (a) Particulars of the four Board Meetings held during the
financial year under review.
(b) Policy on Nomination and Remuneration of Directors, Key Managerial
Personnel and Senior Management including, inter alia, the criteria for performance
evaluation of Directors. The policy is also available on the website of the Company at
www.bengalassam.com.
(c) The manner in which formal annual evaluation has been made by the
Board of its own performance and that of its Committees and individual Directors.
(d) The details with respect to composition of Audit Committee and
establishment of Vigil Mechanism. (e) Details regarding Risk Management.
(f) Dividend Distribution Policy.
RISK AND CONCERNS
The Company is mainly exposed to capital market risks in the form of
change in value of its investments. The
Company is also exposed to the fluctuations of economy and industry
cycles.
CAUTIONARY STATEMENT
The statements made in the Directors and Management Discussion
and Analysis Report, describes the Companys outlook, projections, estimates,
expectations, which may be "Forward-looking Statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially from
those expressed or implied.
CORPORATE SOCIAL RESPONSIBILITY
The requirement of Corporate Social Responsibility (CSR) in terms of
Section 135 of the Companies Act, 2013 and the rules made thereunder is not applicable to
the Company, since the Companys main source of income is dividend from CSR compliant
companies.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with
the applicable Secretarial Standards issued under Section 118 of Companies Act, 2013.
CONSERVATION OF ENERGY ETC.
As required under Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, the requirement of furnishing particulars of
energy conservation, technology absorption, etc. is not applicable to the Company.
Further, particulars of Foreign Exchange Earning and Outgo are as under:-
| i) |
Foreign Exchange earned |
: |
NIL |
| ii) |
Foreign Exchange Outgo |
: |
Rs. 56.91 Lacs |
ACKNOWLEDGEMENTS
The Directors wish to place on record and acknowledge their
appreciation for the continued support and co-operation received from the various
Government Authorities, Lending Institutions and the esteemed Shareholders of the Company.
The Directors also record their appreciation for the total dedication of the employees.
|
|
On behalf of the Board |
|
|
Bharat Hari Singhania |
Place: New Delhi |
Chairman |
| Date: |
29th May, 2023 |
DIN: 00041156 |
With a view to avoid duplication between the Directors Report and
Management Discussion and Analysis, a Combined Report has been presented.
+91-9892691696
