Florence Investech Ltd Merged Directors Report

TO THE MEMBERS

Your Directors have pleasure in presenting the 24^th 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 31^st 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 31^st 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 23^rd Annual General Meeting (AGM) held on 25^th August, 2017, for a term of 5 (five) consecutive years from the conclusion of the 23^rd AGM until the conclusion of the 28^th 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