Directors Report of Bangalore Fort Farms Ltd.

Mar 31, 2015

The Members

The Directors are pleased to present the Forty Eighth Annual Report and the Company's audited financial statement for the financial year ended 31st March, 2015.

FINANCIAL RESULTS :

The Company's financial performance for the year ended March 31, 2015 is summarized below : Amount in (Rs.)

Year ended Year ended 31st March 2015 31st March 2014

Total Income 54,60,183 1,933,696

Profit Before Tax 70,246 1,507,033

Less : Current Tax 21,706 500,000

Profit After Tax 48,540 1,007,033

THE COMPANY'S STATE OF AFFAIRS :

The Company has decided to concentrate on procuring seasonal agri products and its storage with Cold Storage Chain across the country. To begin with, the Company have made arrangements with one of the associated Company to store the agro-products procured by its in the State of West Bengal. The benefits of which would accrue to the shareholders in the coming financial year.

The Company has also made plans to enter into integrated food processing sector and trading in agro-products. The necessary feasibility study is being carried out for the said activities.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES :

The Company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is being carried forward under Profit & Loss Account.

DIVIDEND :

To conserve resources for newer businesses, your Directors have decided not to recommend any dividend for the year ended 31st March, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis Report for the year under review, as stipulated under clause 52 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the of the Annual Report.

MEETINGS OF THE BOARDS :

13 meetings of the Board of Directors were held during the year under review. For further details, please refer to the Corporate Governance Report.

DETAILS OF DIRECTORS AND KMP CHANGES :

DIRECTORS :

Mr. Lakshman Srinivasn and Mr. Kajal Bhanja Chowdhry, ceased to be Directors with effect from 23/10/2014 and 20/11/2014 respectively. Your Directors would like to record their appreciation of the services rendered by them during their tenure of office as Director of the Company.

During the year under review, the Members approved the appointments of Mr. Srinivasan Ramakrishna Iyengar as a non-executive Non-Independent Director who is liable to retire by rotation.

KMPCHANGES :

Mr Rajan Singh was cease to be a Company Secretary & Compliance Officer with effect from 22/05/2015.

STATUTORY AUDITORS :

M/s S.K.Sengupta & Associates, Chartered Accountants, (Firms Registration No. 322550E), Statutory Auditors of the company, hold office till the conclusion of the Fifty Second Annual General Meeting. They have confirmed their eligibility to the effect that their appointment, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

The Notes on financial statement referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain qualification reservation or adverse remark.

SECRETARIAL AUDITOR :

The Board has appointed M/s. B. Nair & company, Company Secretary in practice (C.P No. 10778) as Secretarial Auditor to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE:

The Company is committed to maintain good standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI. The report on Corporate Governance as stipulated under the Listing agreements forms an integral part of this Report. The requisite certificate from the Auditor's of the Company confirming compliance with the conditions of Corporate Governance is attached to the report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY :

The Company have not implemented any risk management policy so-far, as the manufacturing activities are nil. Risk management policy would be implemented as and when new business operations are commenced.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirements of the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirms as under:

a) That in the preparation of the annual accounts the applicable accounting standards has been followed and there are no material departures from the same.

b) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates, that 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 i.e., March 31, 2015 and of the profit of the Company for the year ended on that date;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the directors have prepared the annual accounts on going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f) That the directors have devised proper system to ensure compliance with the provisions of applicable laws and the such systems are adequate and operating effectively.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company have not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreign exchange earned.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

The Company have no employee drawing a remuneration of Rs.60 ,00,000( Rupees Sixty lacs) per annum or part there of in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

CORPORATE SOCIAL RESPOSIBILITY :

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIE :

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

Your Directors draw attention of the Members to Note No. 6 under significant policies to the financial statement which sets out related party disclosures EXTRACTS OF ANNUAL RETURN :

Extract of Annual Return is being annexed herewith as Annexure II to this Report.

GENERAL :

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women and Workplace(Prevention and Redressal) Act, 2013.

Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

d) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEGEMENTS :

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from Bombay Stock Exchange, Calcutta Stock Exchange, Merchant Bankers, Registrar to the issue, Share Transfer Agents, Banks etc during the year under review.

For and Behalf of Board of Directors

Bhavya Ram Iyengar Managing Director

Place: Kolkata Srinivasan Ramakrishna Iyengar Date: May 25th, 2015 Director