TO THE MEMBERS
Your Directors have pleasure in presenting the 24th Annual Report together
with the Audited Financial Statement for the financial 31 year ended st March,
2018.
OPERATIONS AND OUTLOOK
The main operations of the Company are that of an Investment Company, and majority of
the investments of the Company are in the nature of strategic investment in Group
Companies. The investment pattern of the Company complies with the requirement for the
Company to qualify as a Core Investment Company - Non-Banking Financial Company
(CIC-NBFC). However, the Company is exempted from registration as CIC as per applicable
Reserve Bank of India guidelines. The source of income for the Company is in the form of
dividends. The year witnessed several landmark policy and structural reforms. The
implementation of GST and recapitalization of Public Sector Banks and proactive steps
undertaken for resolution of Non Performing Loans are some of the key initiatives which
shall strengthen the Indian Economy. It is heartening that the International Credit Rating
Agencies have upgraded India’s Credit Rating after 13 years. The Indian Economy is
expected to grow over 7.75% in the current fiscal. This should have a positive impact on
the working of the investee companies and the capital market leading to better valuations.
DIVIDEND
Your Directors have recommended the Interim Dividend of Rs. 30/- per Equity Share
(300%) for the financial year ended 31st March, 2018, as Final Dividend for the
financial year 2017-18.
FINANCIAL RESULTS
The financial results of the Company for the financial year ended 31 st
March, 2018 are as under:
|
|
Rs. /Lacs |
|
2017-18 |
2016-17 |
| Profit after Tax for the year |
1,350.15 |
1,343.49 |
| Add: Balance brought forward |
5,073.28 |
3,729.79 |
| Amount available for appropriation |
6,423.43 |
5,073.28 |
SCHEME OF ARRANGEMENT
The Scheme of Arrangement between Florence Investech Limited ("Florence"),
BMF Investments Limited, J.K. Fenner (India) Limited ("JK Fenner") and Bengal
& Assam Company Limited ("The Transferee Company") and their respective
shareholders, approved by the Board of Directors and BSE Limited is pending for approval
of the Shareholders of the Transferee Company, Florence, JK Fenner and the National
Company Law Tribunal, Kolkata and Chennai. On sanction of the Scheme and the Scheme
becoming effective, the Company will be amalgamated into and with Bengal & Assam
Company Limited ("The Transferee Company"), in consideration of issue of shares
by the Transferee Company to the shareholders of the Company, in terms of the Scheme.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return as on 31st March, 2018 in the prescribed
form MGT -9 is attached as Annexure - 1, to this Report and forms part of it.
LOANS, GUARANTEES AND INVESTMENT
The Company being a Core Investment Company - Non-Banking Financial Company (CIC-NBFC),
Section 186 of the Companies Act, 2013 is not applicable to it. The particulars of loans,
guarantees or investments have been disclosed in the financial statements.
RELATED PARTY TRANSACTIONS
During the financial year ended 31 st March, 2018, 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 arms’ length basis and were in compliance with
the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Further, the Company has 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 Related Party Transactions Policy as approved by the Board is available on the
website of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Ashok Kumar Kinra retires by rotation and being eligible offers himself for
re-appointment at the ensuing
AGM.
CONSOLIDATED FINANCIAL STATEMENTS
During the Financial Year under review, no company has become or ceased to be
Company’s subsidiary. In terms of the provisions of the Companies Act, 2013, JK Agri
Genetics Limited and CliniRx Research Private Limited continues to be associate of the
Company.
The Consolidated Financial Statements have been prepared by the Company in accordance
with the applicable Accounting Standards. The Audited Consolidated Financial Statements
together with Auditors’ Report forms part of the Annual Report. A report on the
performance and financial position of each of the associates, included in the Consolidated
Financial Statements, is presented in separate section in this Annual Report. Please refer
AOC-1 annexed to the Financial Statements.
DEPOSITS
The Company qualifies to be a Core Investment 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 2017-18
without prior approval of RBI.
AUDITORS
(a) Statutory Auditors and their Report
M/s Singhi & Co., Chartered Accountants have been appointed as Statutory Auditors
of the Company by the Members at the 23rd Annual General Meeting (AGM) held on
25th August, 2017, for a term of 5 (five) consecutive years from the conclusion
of the 23rd AGM until the conclusion of the 28th AGM, subject to
ratification of the appointment by the Members at the respective Annual General Meetings.
However, pursuant to the Companies (Amendment) Act, 2017, the requirement of ratification
of appointment of the Auditors on yearly basis has been dispensed with. The observations
of the Auditors in their Report on Accounts and the financial statements, read with
relevant notes are self-explanatory.
(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 2017-18. The
Report given by him for the said financial format is annexed to this Report as Annexure -
2. The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
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.
PARTICULARS OF REMUNERATION
Disclosure of the ratio of the remuneration of each Director to the median
employee’s 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 as amended, 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 Report. However, as per the provisions of Section
136 of the said Act, the Report and Accounts are being sent to all the Members of the
Company and others entitled thereto, excluding the aforesaid information. Any Member
interested in obtaining such particulars may write to the Company Secretary at the
Registered Office of the Company. The said information is available for inspection at the
Registered Office of the Company during working hours.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements and no material reportable weakness was observed in the system.
Further, the Company has in place adequate internal financial controls commensurate with
the size and nature of its operations. The Company also has robust Budgetary Control
System and Management Information System which are backbone of the Company for ensuring
that your Company’s assets and interests are safeguarded.
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 (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.
CORPORATE GOVERNANCE - including details pertaining to Board Meetings, Nomination
and Remuneration Policy, Performance Evaluation, Risk Management, Audit Committee and
Vigil Mechanism.
Your Company reaffirms its commitment to the highest standards of corporate governance
practices. Pursuant to the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis,
Corporate Governance Report and Auditors Certificate regarding compliance of conditions of
Corporate Governance are made a part of this Report.
The Corporate Governance Report which forms part of this Report, also covers the
following: a) Particulars of the five Board Meetings held during the financial year under
b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior
Management including, inter alia, the criteria for performance evaluation of
Directors. 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.
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 statement in this Management Discussion and Analysis Report, describing the
Company’s outlook, projections, estimates, expectations may be "Forward-looking
Statements" within the meaning of applicable securities laws or 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 Company’s main source of income is dividend from CSR compliant companies.
CONSERVATION OF ENERGY ETC.
As required under Section 134(3)(m) 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.
87.10 Lacs
ACKNOWLEDGEMENTS
Your Directors wish to place on record and acknowledge their appreciation for the
continued support and co-operation received from the 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 |
|
Ashok Kumar Kinra |
| Place: New Delhi |
Pradeep Singh Lodha |
| Date: 15th May, 2018 |
Directors |
+91-9892691696
