DIRECTORS' REPORT
To the Members
The Directors have pleasure in presenting the 77th Annual Report together
with the Audited Financial Statements of the Company for the financial year ended 31st
March, 2024.
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
India, the fifth largest economy in the world, sustained its growth journey with GDP
rising 7.5%. Consistent high GST collections and a double digit growth in direct taxes is
leading to Economic buoyancy. Overall, the country is expected to be one of the fastest
growing economies in the world, in the years ahead.
However, across the globe economic growth was affected due to geopolitical
uncertainties as well as high debt servicing cost in the less developed countries.
The Company recorded Profit after Tax of Rs. 11,574.78 lacs on standalone basis and Rs.
4,19,357.55 lacs on consolidated basis for the year. The Company being a Core-Investment
Company, holds significant investment in the Group Companies operating in diversified
Industrial segments. With the Government thrust on the Infrastructure 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-paper/tyre/automotive
components/cement to name a few, are performing well and also have a positive outlook.
Dividend
The Directors are pleased to recommend a dividend of Rs. 40/- per equity share of Rs.
10 each (400%) on the equity share capital of Rs. 11.29 Crore for the financial year ended
31st March, 2024. The Dividend outgo would be Rs. 45.19 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 2022-23 is Rs. 45,905.99 Lacs.
The Directors propose this to be appropriated as under:
| Transfer to Reserves (As per RBI guidelines) |
Rs. 2,314.96 Lacs |
| Surplus carried to Balance Sheet |
Rs. 43,591.03 Lacs |
| Total |
Rs. 45,905.99 Lacs |
Scheme of Arrangement
The Board of Directors of Bengal & Assam Company Limited ('the Company') at its
Meeting held on 28th June, 2023 have approved a composite Scheme of Arrangement
('the Scheme') amongst Umang Dairies Limited ('UDL'), a Subsidiary Company, Panchmahal
Properties Limited ('PPL'), a Wholly-owned Subsidiary Company and the Company and their
respective Shareholders and Creditors, pursuant to the provisions of Sections 230-232 of
the Companies Act, 2013 for Demerger of dairy business of UDL with and into PPL and
residual business of UDL into and with the Company, w.e.f. 1st April, 2023
(Appointed Date).
The said Scheme is pending for approval of the Shareholders of the Company and the
National Company Law Tribunal, Kolkata and Allahabad Bench.
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%202022-23.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 31st March, 2024, 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 Company's
website.
Directors and Key Managerial Personnel
Dr. Raghupati Singhania (DIN: 00036129) 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 Dr. Raghupati Singhania as Director liable to
retire by rotation. Further, pursuant to Regulation 17(1A) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("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 77
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.
In compliance with the provisions of Regulation 17(1A) of the Listing Regulations,
requisite special resolution for continuation of appointment of Shri Ashok Kumar Kinra
(DIN: 00066421), who would be attaining the age of 75 years on 23rd December,
2024 has been included in the Notice of ensuing AGM for approval by the Members.
The Board appointed Shri Kalpataru Tripathy (DIN: 00865794) as an Additional Director
in the category of Independent Director of the Company for the first term of five
consecutive years with effect from 9th August, 2024, subject to requisite
approval of the Members at the ensuing AGM.
Shri Tripathy has given requisite declaration about his independence pursuant to
Section 149 of the Companies Act, 2013 and Regulation 16 of the Listing Regulations. The
Company has also received requisite Notice from a Member of the Company proposing the name
of Shri Kalpataru Tripathy for appointment as Director at the ensuing AGM. The Board of
Directors recommends his appointment, as aforesaid.
Declarations have been received from all the Independent Directors of the Company that
they meet the criteria of independence as prescribed under the Companies Act, 2013
("the Act") & SEBI Listing Regulations. All the Independent Directors are
registered in the Independent Director's Data Bank.
Except as stated above, there was no other change in the 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 year ended 31st
March, 2024 have 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 the Auditors' Report form part of the Annual Report.
A report on each of the subsidiaries and associates together with highlights of their
performances and financial positions, 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 in 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 year under review, JK Tyre & Industries Limited ceased to be a
Subsidiary of the Company w.e.f. 23rd December, 2023 and became an 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
2024-25, without prior approval of RBI.
Auditors
(a) Statutory Auditors and their Report
The term of office of M/s. BGJC & Associates, LLP, Chartered Accountants, as
Statutory Auditors of the Company, will expire on the conclusion of the 77th
Annual General Meeting (AGM) of the Company. The Audit Committee and the Board of
Directors of the Company have recommended appointment of M/s. V. Singhi & Associates,
Chartered Accountants, as the Statutory Auditors of the Company for a period of three
years commencing from the conclusion of the 77th AGM till the conclusion of 80th
AGM, subject to the approval of the Members at the ensuing AGM. Requisite Resolution
regarding their appointment is included in the Notice of ensuing AGM for approval of the
Members.
The observations of the Auditors, in their Report on Accounts and the Financial
Statements, read with the relevant notes are self-explanatory. The Audit Report does not
contain any qualifications, reservations, adverse remarks or disclaimer. Further, no fraud
has been reported by the Auditors to the Audit Committee or the Board.
(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 2023-24. 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. Sridharan & Sridharan Associates, the
Secretarial Auditor of JKFIL for the financial year 2023-24 in the 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 and material orders
passed by the Regulators 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
Details as required under the provisions of Section 197 (12) of the Companies Act, 2013
("Act") read with Rule 5 (1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are annexed to this Report. Further, particulars of
employees, as required under the provisions of Section 197 (12) of the Act read with Rule
5(2) & 5(3) of the said Rules, which form part of this Report will be made available
to any Shareholder on request, as per provisions of Section 136 (1) of the said Act.
Internal Financial Controls
The Company has in place a strong Internal Financial Control system, Policies &
Procedures which ensures accuracy & completeness of Accounting Records and helps also
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 2023-24
ended 31st March, 2024 in the prescribed format, is given in a separate section
and forms part of the Annual Report.
Corporate Governance-including details pertaining to Board Meetings, Nomination and
Remuneration Policy, Performance Evaluation, Risk Management, Audit Committee and Vigil
Mechanism, etc.
The Company re-affirms its commitment to the highest standards of corporate governance
practices. Pursuant to the SEBI Listing Regulations 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 six Board Meetings held during the financial year under review.
(b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and
Senior Management including, interalia, 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 of the performance of the Board, its
Committees and of individual Directors has been made.
(d) The details with respect to composition of the Audit Committee and establishment of
Vigil Mechanism.
(e) Details regarding development and implementation of Risk Management Policy
including identification therein of elements of risks, etc.
(f) Dividend Distribution Policy.
(g) Details regarding credit rating.
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' Report and Management Discussion and Analysis
Report, describes the Company's 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 Company's 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. 94.86 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, Banks
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: 9th August, 2024 |
DIN: 00041156 |
With a view to avoid duplication between the Directors' Report and Management
Discussion and Analysis, a Combined Report has been presented.