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Bengal & Assam Company Ltd.

BSE: 533095 Sector: Financials
NSE: N.A. ISIN Code: INE083K01017
BSE 00:00 | 30 Sep 3099.95 3.45
(0.11%)
OPEN

3129.55

HIGH

3153.75

LOW

3003.00

NSE 05:30 | 01 Jan Bengal & Assam Company Ltd
OPEN 3129.55
PREVIOUS CLOSE 3096.50
VOLUME 1178
52-Week high 3501.15
52-Week low 1913.05
P/E 54.98
Mkt Cap.(Rs cr) 3,503
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3129.55
CLOSE 3096.50
VOLUME 1178
52-Week high 3501.15
52-Week low 1913.05
P/E 54.98
Mkt Cap.(Rs cr) 3,503
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

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Management Discussion & Analysis

TO THE MEMBERS

The Directors have pleasure in presenting the 75th AnnualReport together with the Audited Financial Statements of the Company for the financialyear ended 31st March 2022.

CORE INVESTMENT COMPANY

The Company is a Core Investment Company-Non DepositTaking-Systemically Important (CIC-ND-SI) registered with the Reserve Bank of India (RBI)and has been complying with all the conditions prescribed by RBI.

OPERATIONS & OUTLOOK

Covid-19 Pandemic resurged during the last Quarter of the year leadingto disruptions however the country was well prepared to meet these challenges. Despitethese headwinds the Indian economy made a gradual recovery by recording 8.3% GDP growthin Financial Year 2021-22. Stock markets surged ahead with occasional fluctuations due togeo-political disturbances.

Your Company recorded Profit after Tax of Rs. 6127.55 lacs for theyear. The Company being a Core Investment Company holds significant investments in theGroup Companies which are engaged in diversified industrial segments and have improvedperformance in the year under review.

The expected improved performance of Indian economy in the coming yearsaugurs well for the Indian industry.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 15/- perequity share of Rs. 10/- each (150%) on the equity share capital of Rs. 11.29 Crore forthe financial year ended 31st March 2022. The Dividend outgo would be Rs.16.94 Crore. 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 theCompany.

APPROPRIATIONS

The amount available for appropriation including profit on sale ofEquity Investments at Fair Value through other Comprehensive Income and surplus fromprevious year after adjusting the dividend paid for the financial year 2020-21 is Rs.30406.91 Lacs.

The Directors propose this to be appropriated as under:

Transfer to Reserves (As per RBI guidelines) Rs. 1225.51 Lacs
Transfer to Capital Redemption Reserve Rs. 700.00 Lacs
Surplus carried to Balance Sheet Rs. 28481.40 Lacs
Total Rs. 30406.91 Lacs

ANNUAL RETURN

The Annual Return referred to in Section 134 (3)(a) of the CompaniesAct 2013 is available on the website of the Company at the linkhttps://www.bengalassam.com/pdf/BACL%20Annual%20Return%202020-21.pdf.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company being a Core Investment Company registered with the ReserveBank of India Section 186 of the Companies Act 2013 is not applicable to it. Theparticulars of loans guarantees and investments are furnished in the financialstatements.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March 2022 all thecontracts or arrangements or transactions entered into by the Company with the RelatedParties were in the ordinary course of business and on arms' length basis and were incompliance with the applicable provisions of the Companies Act 2013 and the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (SEBI Listing Regulations).

Further the Company had not entered into any contract or arrangementor transaction with the related parties which could be considered material in accordancewith the policy of the Company on materiality of the Related Party Transactions. In viewof the above disclosure in FORM AOC-2 is not applicable.

The Policy on materiality of Related Party Transactions and on dealingwith Related Party Transactions as amended and approved by the Board is available on theCompany's website.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Vinita Singhania (DIN: 00042983) Director retires by rotation andbeing eligible offers herself for re-appointment at the ensuing Annual General Meeting(AGM). The Board recommends re-appointment of Smt. Vinita Singhania.

Shri Sanjeev Kumar Jhunjhunwala (DIN: 00177747) and Smt. Deepa GopalanWadhwa (DIN: 07862942) Independent Directors were re-appointed for the second term offive consecutive years w.e.f. 6th October 2022 and 28th March 2023respectively subject to approval of the Members at the ensuing AGM. Requisite Resolutionsregarding their re-appointments are included in the Notice of ensuing AGM for approval ofthe Members.

Declarations have been received from all the Independent Directors ofthe Company that they meet the criteria of independence prescribed under the CompaniesAct 2013 & SEBI Listing Regulations. All the Independent Directors are registered inthe Independent Director's Data Bank.

Except as stated above there were no other change in Directors and KeyManagerial Personnel of the Company during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the financialyear ended 31st March 2022 have been prepared in accordance with theprovisions of the Companies Act 2013 SEBI Listing Regulations and Indian AccountingStandards. The audited Consolidated Financial Statements together with Auditors'Report form part of the Annual Report. A report on the performance and financial positionof each of the subsidiaries and associates included in the Consolidated FinancialStatements is presented in a separate section in this Annual Report. Please refer AOC-1annexed to the Financial Statements forming the part of the Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act 2013the financial statements of the Company Consolidated audited Financial Statementsalongwith relevant documents and separate audited accounts in respect of subsidiaries areavailable on the website of the Company.

During the financial year under review Gram Power Infrastructure Pvt.Ltd. became the Associate of the Company and no other company has become or ceased to beyour Company's subsidiary/associate Company. The Company does not have any JointVenture.

DEPOSITS

The Company is a registered Non-Banking Finance Company and does notaccept public deposits and as required by the Reserve Bank of India (RBI) the Board ofDirectors have also passed necessary resolution not to accept public deposits during thefinancial year 2022-23 without prior approval of RBI.

AUDITORS

(a) Statutory Auditors and their Report

The first term of office of M/s. BGJC & Associates LLP CharteredAccountants as Statutory Auditors of the Company will expire on the conclusion of the 75thAnnual General Meeting (AGM) of the Company. The Audit Committee and Board of Directors ofthe Company have recommended their re-appointment as the Statutory Auditors of the Companyfor the second and third term commencing from the conclusion of the 75th AGMtill the conclusion of 77th AGM subject to the approval of the members at theensuing AGM. Requisite Resolution regarding their appointment is included in the Notice ofensuing AGM for approval of the Members.

The observations of the Auditors in their Report on Accounts and theFinancial Statements read with the relevant notes are self-explanatory. The Audit Reportdoes not contain any qualifications reservations adverse remarks or disclaimer.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013the Board of Directors appointed Shri Namo Narain Agarwal Company Secretary in Practiceas Secretarial Auditor to carry out Secretarial Audit of the Company for the financialyear 2021-22. The Report given by him for the said financial year in the prescribed formatis annexed to this Report as Annexure-1. The Secretarial Audit Report does not contain anyqualifications 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 year 2021-22 of JKFIL in theprescribed format is annexed as Annexure- 2.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

During the financial year under review there were no significant andmaterial orders passed by the Regulators or Courts or Tribunals which would impact thegoing concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review there was no change in thenature of business of the Company.

PARTICULARS OF REMUNERATION

Disclosure of the ratio of the remuneration of each Director to themedian employee's remuneration and other requisite details pursuant to section 197(12) of the Companies Act 2013 ("the Act") read with Rule 5 (1) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed to thisReport as Annexure-3. Further particulars of Employees pursuant to Rule 5(2) & (3) ofthe above Rules forms part of this Board Report. However in terms of the provisions ofSection 136 of the Act the Annual Report for the financial year 2021-22 is being sent toall the Members of the Company and others entitled thereto excluding the particulars ofemployees. Any Member interested in obtaining such particulars may write to the CompanySecretary. The said information is also available for inspection at the Registered Officeof 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 systemPolicies & Procedures which ensures accuracy & completeness of Accounting Recordsand helps also in timely preparation of the reliable Financial statements. These internalFinancial Control Systems are designed for safeguarding the assets of the Company and forthe prevention and detection of errors & frauds commensurate with the size nature& complexities of the operations of the Company. These Policies & Procedures werefound 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 ensuretheir effectiveness taking into account the essential components of Internal FinancialControls as stated in the Guidance Note on the Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Based onsuch assessments carried out by the Management no reportable material weaknesses in theadequacy in the System of Operations of Internal Financial Controls were observed duringthe year.

COST RECORDS

Maintenance of cost records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 is not applicable to theCompany.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act 2013 yourDirectors state that:-

(a) in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

(b) the accounting policies have been selected and applied consistentlyand judgments and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the said Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts have been prepared on a going concern basis ;

(e) the internal financial controls to be followed by the Company havebeen laid down and that such internal financial controls are adequate and were operatingeffectively; and

(f) the proper systems to ensure compliance with the provisions of allapplicable laws have been devised and that such systems were adequate and operatingeffectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing RegulationsBusiness Responsibility and Sustainability Report of the Company for the Financial Year2021-22 ended 31st March 2022 in the prescribed format is given in a separatesection and forms part of the Annual Report.

CORPORATE GOVERNANCE

Your Company re-affirms its commitment to the highest standards ofcorporate governance practices. Pursuant to the Listing Regulations Management Discussionand Analysis Corporate Governance Report and Auditors' Certificate regardingcompliance of conditions of Corporate Governance are made a part of this Report. TheCorporate Governance Report which forms part of this Report also covers the following:

(a) Particulars of the five Board Meetings held during the financialyear under review.

(b) Policy on Nomination and Remuneration of Directors Key ManagerialPersonnel and Senior Management including inter alia the criteria for performanceevaluation of Directors. The policy is also available on the website of the Company atwww.bengalassam.com.

(c) The manner in which formal annual evaluation of the Board has beenmade by the Board of its own performance and that of its Committees and individualDirectors.

(d) The details with respect to composition of Audit Committee andestablishment 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 ofchange in value of its investments. The Company is also exposed to the fluctuations ofeconomy and industry cycles.

CAUTIONARY STATEMENT

The statements made in the Directors' and Management Discussionand Analysis Report describes the Company's outlook projections estimatesexpectations which may be "Forward-looking Statements" within the meaning ofapplicable securities laws and regulations. Actual results could differ materially fromthose expressed or implied.

CORPORATE SOCIAL RESPONSIBILITY

The requirement of Corporate Social Responsibility (CSR) in terms ofSection 135 of the Companies Act 2013 and the rules made thereunder is not applicable tothe Company since the Company's main source of income is dividend from CSR compliantcompanies.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review the Company has complied withthe 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 readwith the Companies (Accounts) Rules 2014 the requirement of furnishing particulars ofenergy 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. 28.46 Lacs

ACKNOWLEDGEMENTS

The Directors wish to place on record and acknowledge theirappreciation for the continued support and co-operation received from the variousGovernment Authorities Lending Institutions and the esteemed Shareholders of the Company.The Directors also record their appreciation for the total dedication of the employees.

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