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Bengal & Assam Company Ltd.

BSE: 533095 Sector: Financials
NSE: N.A. ISIN Code: INE083K01017
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PREVIOUS CLOSE 1032.85
VOLUME 1360
52-Week high 1335.00
52-Week low 410.30
P/E 35.38
Mkt Cap.(Rs cr) 882.37
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OPEN 1050.00
CLOSE 1032.85
VOLUME 1360
52-Week high 1335.00
52-Week low 410.30
P/E 35.38
Mkt Cap.(Rs cr) 882.37
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bengal & Assam Company Ltd. (BENGALASSAM) - Director Report

Company director report

TO THE MEMBERS

The Directors have pleasure in presenting the 68th Annual Report togetherwith the Audited Financial Statements of the Company for the year ended 31stMarch 2015.

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 withall the conditions prescribed by RBI.

OPERATIONS & OUTLOOK

Total Revenue for the year under review was Rs. 3865.56 lacs and the profit after taxwas Rs. 2056.47 lacs. The Company being a Core Investment Company holds significantinvestments in Group Companies with a wide and diversified industrial segment fortunes ofwhich are dependent upon prevailing economic conditions. Fiscal 2014-15 was indeed achallenging year for the Indian economy. There was a partial acceleration in some segmentsof the Indian economy. Inflationary pressures also eased during the year. In additionthere was some softening of interest rates leading to hopes of higher economic growth. GDPgrowth during the year was 7.3%. The improving investment sentiment along with lowerinflation should rebound investment activities. This should have positive impact on theworking of the Investee Companies and the capital market leading to better valuations.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 7 per Share (70%) for theyear ended 31st March 2015. The dividend outgo would amount to Rs. 607.85 lacs.

APPROPRIATIONS

The amount available for appropriation including surplus from previous year is Rs.3768.06 lacs. The Directors propose this to be appropriated as under:

Transfer to Reserves (As per RBI guidelines) Rs. 411.29 Lacs
General Reserve Rs. 500.00 Lacs
Dividend Rs. 607.85 Lacs
Surplus carried to Balance Sheet Rs. 2248.92 Lacs
Total Rs. 3768.06 Lacs

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as on 31st March 2015 in the prescribed form MGT-9 isattached as Annexure-1 to this Report and forms part of it.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company being a Core Investment Company registered with the Reserve Bank of IndiaSection 186 of the Companies Act 2013 is not applicable to it. The particulars of loansguarantees and investments are given in the financial statements.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March 2015 all the contracts or arrangements ortransactions entered into by the Company with the Related Parties were in the ordinarycourse of business and on arms’ length basis and were in compliance with theapplicable provisions of the Companies Act 2013 and the Listing Agreement.

Further the Company has not entered into any contract or arrangement or transactionwith the related parties which could be considered material in accordance with the policyof the Company on materiality of the Related Party Transactions. In view of the abovedisclosure in Form AOC-2 is not applicable.

The Related Party Transactions Policy as approved by the Board is available on thewebsite of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Directors express their profound grief and sorrow on the sad demise of Shri LajpatRai Puri Director of the Company on 6th April 2015. He was associated with the Companyfor a long time during its initial years and joined the Company as Director on 2ndFebruary 2009. He had held various senior management positions and had rich experience ofmanaging industrial and commercial enterprises. He was also the President of the Instituteof Company Secretaries of India and on the Board of several other Companies. YourDirectors pay their respectful homage and tribute to Shri Lajpat Rai Puri and highlyvalued his commitment and sincerity in the best interest of the Company till his last day.

With enactment of the Companies Act 2013 all the four Independent Directors of theCompany namely Shri Shailendra Swarup and Shri O.P. Khaitan each for a term of fiveconsecutive years and Late Shri L.R. Puri and Shri J.R.C. Bhandari each for a term ofthree consecutive years commencing from the date of the Annual General Meeting (AGM) wereappointed by the members at the AGM held on 2nd September 2014 under Section149 of the Act. All Independent Directors of the Company have given declarations that theymeet the criteria of independence as provided in Section 149(6) of the Companies Act 2013and also Clause 49 of the Listing Agreement with the Stock Exchange.

Shri Bharat Hari Singhania retires by rotation and being eligible offers himself forre-appointment at the ensuing Annual General Meeting (AGM).

Shri Bakul Jain was appointed as an Additional Independent Director of the Company witheffect from 16th May 2015 for a term of five consecutive years subject to approval of themembers at the ensuing AGM. Shri Bakul Jain has given declaration about his independencepursuant to Section 149 of the Companies Act 2013. The Company has also receivedrequisite Notice from a Member of the Company proposing the name of Shri Bakul Jain forappointment as Director at the ensuing AGM. The Board of Directors recommends hisappointment as aforesaid.

Further in terms of Section 203 of the Companies Act 2013 Shri U.K. Gupta Managerand Chief Financial Officer and Shri Dillip Swain Company Secretary were appointed as"Key Managerial Personnel" of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordancewith the applicable Accounting Standards. The Audited Consolidated Financial Statementstogether with Auditors’ Report form part of the Annual Report.

A report on the performance and financial position of each of the subsidiaries andassociates included in the Consolidated Financial Statements is presented in a separatesection in this Annual Report. Please refer AOC-1 annexed to the Financial Statements inthe Annual Report.

Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany Consolidated Financial Statements alongwith relevant documents and separateaudited accounts in respect of subsidiaries are available on the website of the Company.

During the financial year under review no company has become or ceased to be yourCompany’s subsidiary. With the coming into effect of the Companies Act 2013 JKLakshmi Cement Ltd. JK Tyre & Industries Ltd. JK Paper Ltd. JK Agri Genetics Ltd.Umang Dairies Ltd. Pranav Investment (M.P.) Company Ltd. Dwarkesh Energy Ltd. GlobalStrategic Technologies Ltd. Deepti Electronics & Electro-Optics Pvt. Ltd. and PSVEnergy Pvt. Ltd. have become associates of the Company.

DEPOSITS

The Company is a registered Non-Banking Finance Company and does not accept publicdeposits and as required by the Reserve Bank of India (RBI) the Board of Directors havealso passed necessary resolution not to accept public deposits during the financial year2015-16 without prior approval of RBI.

AUDITORS

(a) Statutory Auditors and their Report

M/s Lodha & Co. Chartered Accountants have been appointed as Auditors of theCompany to hold the office from the conclusion of the 67th Annual GeneralMeeting held on 2nd September 2014 until the conclusion of the 72ndAnnual General Meeting to be held in the Year 2019 subject to ratification of theappointment by the members at the respective AGMs to be held in the years 2015 2016 2017and 2018. Accordingly being eligible matter relating to the appointment of the Auditorswill be placed for ratification by members at the forthcoming Annual General Meeting. Theobservations of the Auditors in their report on Accounts and the Financial Statementsread with the 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 ofDirectors appointed Shri Namo Narain Agarwal Company Secretary in Practice as SecretarialAuditor to carry out Secretarial Audit of the Company for the financial year 2014-15. TheReport given by him for the said financial year in the prescribed format is annexed tothis Report as Annexure-2. The Secretarial Audit Report does not contain anyqualification 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 and material orderspassed by the Regulators or Courts or Tribunals which would impact the going concernstatus of the Company and its future operations.

PARTICULARS OF REMUNERATION

During the period under review the Company had no employee in the category of Section197 of the Companies Act 2013 read with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Information in accordance with theprovisions of Section 197 of the Companies Act 2013 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed to thisReport. However as per the provisions of Section 136 of the said Act the Report andAccounts are being sent to all the members of the Company and others entitled theretoexcluding the aforesaid information. Any member interested in obtaining such particularsmay write to the Company Secretary at the Registered Office of the Company. The saidinformation is available for inspection at the Registered Office of the Company duringworking hours.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements and no material reportable weakness was observed in the system.Further the Company has in place adequate internal financial controls commensurate withthe size and nature of its operations. The Company also has robust Budgetary ControlSystem and Management Information System (MIS) which is the backbone of the Company forensuring 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 statethat:-

(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) the accounting policies have been selected and applied consistently and judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit andloss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the said Act for safeguarding theassets 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 downand 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 lawshave been devised and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE - including details pertaining to Board Meetings Nominationand Remuneration Policy Performance Evaluation Risk Management Audit Committee andVigil Mechanism.

Your Company re-affirms its commitment to the highest standards of corporate governancepractices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange aManagement Discussion and Analysis Corporate Governance Report and Auditors’Certificate regarding compliance of conditions of Corporate Governance are made a part ofthis Report.

The Corporate Governance Report which forms part of this Report also covers thefollowing:

(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 andSenior Management including inter alia the criteria for performance evaluation ofDirectors.

(c) The manner in which formal annual evaluation has been made by the Board of its ownperformance and that of its Committees and individual Directors.

(d) The details with respect to composition of Audit Committee and establishment ofVigil 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 ofits investments. The Company is also exposed to the fluctuations of economy and industrycycles.

CAUTIONARY STATEMENT

The statement in this Management Discussion and Analysis Report describing theCompany’s outlook projections estimates expectations may be "Forward-lookingStatements" within the meaning of applicable securities laws or regulations. Actualresults could differ materially from those expressed or implied.

CORPORATE SOCIAL RESPONSIBILITY

The requirement of Corporate Social Responsibility (CSR) in terms of Section 135 of theCompanies Act 2013 and the rules made thereunder is not applicable to the Company sincethe 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 therequirement of furnishing particulars of energy conservation technology absorption etc.is not applicable to the Company. Further particulars of Foreign Exchange Earning andOutgo are as under:-

i) Foreign Exchange earned : NIL
ii) Foreign Exchange Outgo : Rs. 10.15 Lacs

ACKNOWLEDGEMENTS

Your Directors wish to place on record and acknowledge their appreciation for thecontinued support and co-operation received from the Government Authorities LendingInstitutions and the esteemed shareholders of the Company. The Directors also record theirappreciation for the total dedication of the employees.

On behalf of the Board
New Delhi BHARAT HARI SINGHANIA
05th August 2015 Chairman

With a view to avoid duplication between the Directors' Report and ManagementDiscussion and Analysis a Combined Report has been presented.

Annexure-1

FORM NO. MGT–9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

(i) CIN : L67120DL1947PLC116830
(ii) Registration Date : 30th January 1947
(iii) Name of the Company : Bengal & Assam Company Ltd.
(iv) Category/Sub-Category of the Company : Public Company/Limited by Shares
(v) Address of the Registered Office and Contact Details - : Link House 3 Bahadur Shah Zafar Marg
New Delhi-110 002
Ph. No. : 011-33001112 33001162
Fax No. : 011-23716607
Email id : dswain@jkmail.com
Website : www.bengalassam.com
(vi) Whether Listed Company Yes/ No : Yes
(vii) Name Address and Contact Details of Registrar and Transfer Agent if any - : Alankit Assignments Ltd.
Alankit Heights1E/13
Jhandewalan Extension
New Delhi-110 055
Ph. No. : 91-11-42541234 23541234
Fax No. : 91-11-41543474
Email id : rta@alankit.com
Website : www.alankit.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of theCompany:

Sl. No. Name and Description of main products/ services NIC Code of the Product/ Service * % to total turnover of the Company
1. Investments 642 86.32%
2. Rent on Properties 681 13.39%

* As per National Industrial Classification (2008) - Ministry of Statistics andProgramme Implementation.

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -

Sl. No Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of Shares held* Applicable Section
1 J.K. Fenner (India) Ltd. 3 Madurai Melakkal Road Madurai-625 016 U24231TN1992PLC062306 Subsidiary 88.17 2(87)
2 Southern Spinners and Processors Ltd. 3 Madurai Melakkal Road Madurai-625 016 U17111TN2005PLC056558 Subsidiary 88.17 2(87)
3 Modern Cotton Yarn Spinners Ltd. 3 Madurai Melakkal Road Madurai-625 016 U17111TN2005PLC057274 Subsidiary 88.17 2(87)
4 Acorn Engineering Ltd. Delite Theatre Building 2nd Floor Asaf Ali Road New Delhi-110 002 U74210DL1978PLC009175 Subsidiary 88.17 2(87)
5 BMF Investments Ltd. Link House 3 Bahadur Shah Zafar Marg New Delhi-110 002 U67120DL2005PLC161088 Subsidiary 88.17 2(87)
6 Divyashree Company Pvt. Ltd. Link House 3 Bahadur Shah Zafar Marg New Delhi-110 002 U10100DL2008PTC178373 Subsidiary 92.75 2(87)
7 Panchmahal Properties Ltd. Nehru House 4 Bahadur Shah Zafar Marg New Delhi-110 002 U74899DL1995PLC068913 Subsidiary 100 2(87)
8 L V P Foods Pvt. Ltd. Link House 4th Floor 3 Bahadur Shah Zafar Marg New Delhi-110 002 U45200DL2006PTC156229 Subsidiary 99.99 2(87)
9 JK Tyre & Industries Ltd. Jaykaygram P.O. Tyre Factory Kankroli Rajasthan-313 342 L67120RJ1951PLC045966 Associate 35.66 2(6)
10 JK Lakshmi Cement Ltd. Jaykaypuram Basantgarh Distt. Sirohi Rajasthan-307019 L74999RJ1938PLC019511 Associate 33.09 2(6)
11 JK Agri Genetics Ltd. 7 Council House Street Kolkata-700 001 L01400WB2000PLC091286 Associate 22.19 2(6)
12 JK Paper Ltd. PO - Central Pulp Mills Fort Songarh District Tapi Gujrat-394 660 L21010GJ1960PLC018099 Associate 44.32 2(6)
13 Umang Dairies Ltd. Gajraula Hasanpur Road Gajraula Uttar Pradesh-244 235 L15111UP1992PLC014942 Associate 45.10 2(6)
14 Dwarkesh Energy Ltd. Gulab Bhawan 3rd Floor 6A Bahadur Shah Zafar Marg New Delhi-110 002 U31200DL2005PLC278945 Associate 29.99 2(6)
15 Pranav Investment (M.P.) Company Ltd. Link House 3 Bahadur Shah Zafar Marg New Delhi-110 002 U65929DL1974PLC114590 Associate 30.00 2(6)
16 Global Strategic Technologies Ltd. Nehru House 3rd Floor 4 Bahadur Shah Zafar Marg New Delhi-110 002 U74140DL2011PLC216818 Associate 43.42 2(6)
17 Deepti Electronics & Electro– Optics Pvt. Ltd. No. 3 & 4 I Cross 7th Main J. C. Industrial Area Off Kanakpura Main Road Bangalore Karnataka-560 062 U33203KA2000PTC027238 Associate 41.85 2(6)
18 PSV Energy Pvt. Ltd. Link House 4th Floor 3 Bahadur Shah Zafar Marg New Delhi-110 002 U40300DL2013PTC258991 Associate 26.00 2(6)

* Represents aggregate % of shares held by the Company and/or its subsidiaries

IV. SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year (as on 1st April 2014) No. of Shares held at the end of the year (as on 31st March 2015) % change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters **
(1) Indian
a) Individual/HUF 5349346 5349346 61.60 5354023 5354023 61.66 0.06
b) Central Govt.
c) State Govt(s)
d) Bodies Corp. 880047 880047 10.14 892370 892370 10.27 0.13
e) Banks/FI
f) Any other
Sub–total (A) (1):- 6229393 6229393 71.74 6246393 6246393 71.93 0.19
(2) Foreign
a) NRIs – Individuals
b) Other – Individuals
c) Bodies Corp.
d) Banks/ FI
e) Any other
Sub–total (A) (2):-
Total Share holding of Promoter (A)= (A)(1)+(A)(2)** 6229393 6229393 71.74 6246393 6246393 71.93 0.19
B. Public Share holding
1. Institutions
a) Mutual Funds 1000 111 1111 0.01 1000 111 1111 0.01
b) Banks/FIs 108 687 795 0.01 108 687 795 0.01
c) Central Govt.
d) State Govt.(s) 37285 37285 0.43 32504 32504 0.37 (0.06)
e) Venture Capital Funds
f) Insurance Companies 357647 174 357821 4.12 289383 174 289557 3.33 (0.79)
g) FIIs 199172 199172 2.29 10058 10058 0.12 (2.17)
h) Foreign Venture Capital Funds
i) Others
Sub-total (B)(1):- 595212 972 596184 6.86 333053 972 334025 3.84 (3.02)
2. Non-Institutions
a) Bodies Corporate
i) Indian 419151 47324 466475 5.37 469447 28602 498049 5.74 0.37
ii) Overseas 203039 203039 2.34 203039 203039 2.34
b) Individuals
i) Individual Shareholders holding nominal share capital upto Rs. 1 lakh 255593 106692 362285 4.17 479557 99674 579231 6.67 2.50
ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh 597038 597038 6.88 525861 525861 6.06 (0.82)
c) Others
i) Directors & Relatives # (other than Promoters) 236 236 0.00 236 236 0.00
ii) Non-Resident Indians 10026 7963 17989 0.21 85091 714 85805 0.99 0.78
iii) Trust/ Custodian/ Custodian of Enemy Property 209643 1271 210914 2.43 209643 1271 210914 2.43
Sub-total (B)(2):- 1694726 163250 1857976 21.40 1972874 130261 2103135 24.23 2.83
Total Public shareholding (B) = (B)(1)+(B)(2) 2289938 164222 2454160 28.26 2305927 131233 2437160 28.07 (0.19)
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 8519331 164222 8683553 100.00 8552320 131233 8683553 100.00

** The total shareholding of Promoters' at (A) above includes 3533893 EquityShares (40.70%) as on 1st April 2014 3550893 Equity Shares (40.89%) as on 31st March2015 and a change of 0.19% during the year pertaining to constituents of the PromoterGroup as per SEBI (Issue of Capital & Disclosure Requirements) Regulations 2009. Thesame does not form part of the Promoters' as defined in the Companies Act 2013.

# Includes shareholding of Shri O.P. Khaitan only. Shareholding of otherDirectors & their Relatives are covered under the Heading Promoter.

(ii) Shareholding of Promoters

Sl. No. Shareholder's Name Shareholding at the beginning of the year (as on 1st April 2014) Shareholding at the end of the year (as on 31st March 2015)
No. of Shares % of Total Shares of the Company % of Shares Pledged/ encumbered to total shares No. of Shares % of Total Shares of the Company % of Shares Pledged/ encumbered to total shares % change in share- holding during the year
1 Shri Hari Shankar Singhania (since deceased)* 2695500 31.04 2695500 31.04 No Change
Total 2695500 31.04 2695500 31.04

* Includes 1857619 (21.39%) shares on account of M/s Yashodhan Enterprises. Pursuantto the Probate granted by the Hon'ble High Court of Bombay these shares stand temporarilyvested with the executors to the Estate of Late Shri Hari Shankar Singhania pendingallocation thereof to the respective beneficiaries in terms of the Will of Late Shri HariShankar Singhania. The names of three executors are - Shri Bharat Hari Singhania Dr.Raghupati Singhania and Shri Harsh Pati Singhania.

(iii) Change in Promoter's Shareholding (please specify if there is no change): Nochange in Promoter's shareholding.

(iv) Shareholding Pattern of top ten shareholders (Other than Directors Promoters andHolders of GDRs and ADRs):

SI. No. For each of the Top Ten Shareholders* Shareholding at the beginning of the year Cumulative Shareholding at the end of the year
(as on 1st April 2014) (as on 31st March 2015)
No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Anshuman Singhania as Karta of Shripati Singhania HUF 786704 9.06 786704 9.06
2. Florence Investech Limited 646811 7.45 646811 7.45
3. Life Insurance Corporation of India 274654 3.16 206390 2.38
4. Harsh Pati Singhania HUF 261519 3.01 261519 3.01
5. Vikrampati Singhania HUF 261487 3.01 261487 3.01
6. Edgefield Securities Ltd. 203039 2.34 203039 2.34
7. Bhupendra G. Sanghavi 172037 1.98 90847 1.05
8. Usha B. Sanghavi 120735 1.39 82324 0.95
9. Ultima Finvest Ltd. 82324 0.95 82324 0.95
10. Khumor Investments Ltd. 71490 0.82 71490 0.82

* The shares of the Company are traded on a daily basis and hence the date wiseincrease/decrease in shareholding is not indicated.

(v) Shareholding of Directors and Key Managerial Personnel:

SI. No. For each of the Directors and Key Managerial Personnel Shareholding at the beginning of the year (as on 1st April 2014) Cumulative Shareholding at the end of the year (as on 31st March 2015)
No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1. Shri Bharat Hari Singhania Chairman *
At the beginning of the year 188050 2.17 188050 2.17
Date wise Increase in Shareholding during the year (Market Purchase on 16.09.2014) 1559 0.02 189609 2.19
At the end of the year i.e. 31st March 2015 189609 2.19
2. Dr. Raghupati Singhania Director
At the beginning of the year 868217 10.00 868217 10.00
Date wise Increase in Shareholding during the year (Market Purchase on 16.09.2014) 1559 0.02 869776 10.02
At the end of the year i.e. 31st March 2015 869776 10.02
3. Smt. Vinita Singhania Director
At the beginning of the year 67168 0.77 67168 0.77
Date wise Increase in Shareholding during the year (Market Purchase on 16.09.2014) 1559 0.02 68727 0.79
At the end of the year i.e. 31st March 2015 68727 0.79
4. Shri O.P. Khaitan Director
At the beginning of the year 236 0.00 236 0.00
Date wise Increase/Decrease in Shareholding during the year No Change
At the end of the year i.e. 31st March 2015 236 0.00
5. Shri Ashok Kumar Kinra Director #
At the beginning of the year 209589 2.41 209589 2.41
Date wise Increase/Decrease in Shareholding during the year No Change
At the end of the year i.e. 31st March 2015 209589 2.41

* Includes 997 (0.01%) shares on account of M/s. Yashodhan Enterprises.

# Shares held as Trustee of J.K. Fenner (India) Limited.

Note: Shri J.R.C Bhandari Shri Shailendra Swarup and Shri L.R. Puri (sincedeceased) Directors of the Company and Shri U.K. Gupta Manager and Chief FinancialOfficer and Shri Dillip Swain Company Secretary do not hold any shares in the Company atthe beginning of the year i.e. as on 1st April 2014 and at the end of the year i.e. ason 31st March 2015 and hence there was no increase/decrease in their shareholding duringthe financial year 2014-15.

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(in Rs. Lacs)
Secured Loans excluding deposits Unsecured Loans Deposits Total Indebted- ness
Indebtedness at the beginning of the financial year (as on 1st April 2014)
(i) Principal Amount 6000.00 3866.67 9866.67
(ii) Interest due but not paid
(iii) Interest accrued but not due
Total (i+ii+iii) 6000.00 3866.67 9866.67
Change in indebtedness during the financial year
Addition 6500.00 700.00 7200.00
• Reduction 1252.54 433.33 1685.87
Net Change 5247.46 266.67 5514.13
Indebtedness at the end of the financial year (As on 31st March 2015)
(i) Principal Amount 11247.46 4133.34 15380.80
(ii) Interest due but not paid
(iii) Interest accrued but not due
Total (i+ii+iii) 11247.46 4133.34 15380.80

VI . REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

(in Rs. Lacs)
Sl. No. Particulars of Remuneration * Name of MD/WTD/Manager Shri U.K. Gupta Manager & Chief Financial Officer Total Amount
1. Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 17.50 17.50
(b) Value of perquisites under Section 17(2) of the Income-tax Act 1961 36.09 36.09
(c) Profits in lieu of Salary under Section 17(3) of the Income-tax Act 1961
2. Others (mainly contribution to Provident Fund) 4.53 4.53
Total (A) 58.12 58.12
Ceiling as per the Act Rs.174.82 (being 10% of the net profits of the Company calculated as per Section 198 of the Companies Act 2013)

* Stock Option Sweat Equity Commission – NIL

B. Remuneration to other Directors:

(in Rs. Lacs)
SI. No Particulars of Remuneration^ Name of Directors Total Amount
Shri Bharat Hari Singhania (Chairman) Dr. Raghupati Singhania Smt. Vinita Singhania Shri O.P. Khaitan Shri Shailendra Swarup Shri L.R. Puri Shri J.R.C. Bhandari Shri A.K. Kinra
1. Independent Directors
Fee for attending Board/ Committee Meetings 2.05 1.15 2.60 2.35 8.15
Total (1) 2.05 1.15 2.60 2.35 8.15
2 Other Non-executive Directors
Fee for attending Board/ Committee Meetings 1.81 1.56 0.75 0.75 4.87
Total (2) 1.81 1.56 0.75 0.75 4.87
Total(B)= (1+2) 1.81 1.56 0.75 2.05 1.15 2.60 2.35 0.75 13.02
Total Managerial Remuneration
Overall Ceiling as per the Act Rs. 192.30 (being 11% of the net profits of the Company calculated as per Section 198 of the Companies Act 2013)

^Commission – NIL

*Total Remuneration to Non-Executive Directors Independent Directors & Manager(being the total of A and B) includes sitting fees of Rs. 13.02 Lacs.

C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD:

(in Rs. Lacs)
Sl. No. Particulars of Remuneration * Key Managerial Personnel Shri Dillip Swain Company Secretary Total Amount
1. Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 11.10 11.10
(b) Value of perquisites under Section 17(2) of the Income-tax Act 1961 15.59 15.59
(c) Profits in lieu of Salary under Section 17(3) of the Income-tax Act 1961
2. Others (mainly contribution to Provident Fund) 2.75 2.75
Total 29.44 29.44

* Stock Option Sweat Equity Commission – NIL

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

There were no penalties punishment or compounding of offences during the year ended31st March 2015.

Annexure-2

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Bengal & Assam Company Limited

Link House

3 Bahadur Shah Zafar Marg

New Delhi-110002

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Bengal & Assam CompanyLimited (hereinafter called ‘the Company’). Secretarial Audit was conductedin a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31st March 2015 (Audit Period)complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities ExchangeBoard of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014; (Not applicable to the Companyduring the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008- (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009- (Not applicable to the Company during the Audit Period) and;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998- (Not applicable to the Company during the Audit Period);

(vi) Reserve Bank of India guidelines as applicable to Non Banking Financial Company /Core Investment Company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India - Notmandatory during the Audit Period;

(ii) The Listing Agreement entered into by the Company with the Stock Exchange.

I have relied on the Management Representation made by the Company and its Officers forsystems and mechanism formed by the Company for compliances under other applicableStatutes Laws and Regulations to the Company on matters relating to the Reserve Bank ofIndia Act as a Non Banking Financial Company / Core Investment Company.

I have also relied on the financial auditor’s report for compliance of lawsrelating to finance as applicable to the Company in respect of Income tax Fixed DepositsForeign Exchange Stamp duty etc.

During the period under review the Company has complied with the provisions of theActs Rules Regulations Guidelines etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofNon-Executive Directors and Independent Directors. No change in the composition of theBoard of Directors of the Company took place during the period under review.

Adequate Notice was given to all the directors at least seven days in advance toschedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance anda system exists for seeking and obtaining further information and clarifications on theagenda items before the meeting and for meaningful participation at the Meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the Minutes of the Meetings of the Board of Directors or Committee of theBoard as the case may be.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the Company has -

(i) Obtained Members’ approval pursuant to Section 180(1)(c) of the Companies Act2013 by means of Special Resolution passed at Annual General Meeting of the Company heldon 2nd September 2014 for borrowing upto 600 Crores.

(ii) Obtained Members’ approval pursuant to Section 180(1)(a) of the CompaniesAct 2013 by means of Special Resolution passed at Annual General Meeting of the Companyheld on 2nd September 2014 for creating Mortgage/charge on the movable andimmovable properties of the Company for securing borrowings upto an amount not exceeding600 Crores.

Namo Narain Agarwal
Place: New Delhi CP No. 3331
Date: 29th May 2015 FCS No. 234

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