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Notes to Accounts of Bengal & Assam Company Ltd.

Mar 31, 2023

A Unsecured loans

(i) ? 600.75 Lakhs (Previous Year ? 867.26 Lakhs) net off of ? 65.92 Lakhs ( Previous Year ? 132.74 Lakhs) being fair value adjustment due to interest free loan, payable to a body corporate (related party) in 2 yearly instalments of ? 333.33 Lakhs each.

(ii) Previous Year ? 700 Lakhs payable to a body corporate in F.Y. 2024-25 with interest @ 9.25% p.a. payable quarterly.

(iii) R 800 Lakhs (Previous Year R 800 Lakhs) payable to a body corporate (related party) in Aug 23 with interest @ 9.00% p.a. (Previous Year 9.00% p.a.) payable quarterly.

(iv) R 6,500 (Previous Year R 11,500 Lakhs) payable to a Subsidiary Company as follows with interest @ 9% p.a. (Previous Year @ 7% p.a.) payable quarterly :-

F.Y. 2024-25 - R 2,500 Lakhs payable at the year end.

F.Y. 2025-26 - R 3,000 Lakhs payable at the year end.

F.Y. 2026-27 - R 1,000 Lakhs payable at the year end.

(v) R 1,500 Lakhs (Previous Year R 4,000 Lakhs) payable to body corporate (related party) in Feb, 2024 with interest @ 9.00% p.a. ( Previous Year 9.00% p.a.) payable at maturity.

G. Rights and preferences attached to Equity Shares:

a. The Company has only one class of Equity Shares having a par value of R 10 per share. Each shareholder is entitled to one vote per share.

b. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts.The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

H. Term/Rights attached to Preference Shares:

I. Cumulative redeemable preference shareholders have,

- right to receive fixed cumulative preferential dividend at 3% p.a. on the paid up capital

- right to receive arrears of cumulative dividend, if any, whether earned or declared or not, at time of redemption of the said shares, and

- right in winding up to have the capital paid up on such shares and the arrears, if any, of the said preferential dividend, whether earned or declared or not, paid off in priority to any payment of capital on equity shares. However, it shall not confer the right to any further participation in the profits or assets of the Company.

- Voting right will be as per the Companies Act, 2013.

II. Cumulative redeemable preference shares issued in FY 2019-20 to Enviro Tech Ventures Limited (Formerly JK Enviro-Tech Limited) will be redeemed in 3 installment of R 2,000 Lakhs, R 2,000 Lakhs and R 2,500 Lakhs at the end of 8th year, 9th year and 10th year along with premium of R 32.50 , R 38.00 and R 43.50 per share respectively.

(i) * 9,21,371 equity shares held by Bharat Hari Singhania includes 6,53,810 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises and 584 (0.00%) equity shares as Partner of M/s. Juggilal Kamlapat Lakshmipat.

(ii) ** 16,16,910 equity shares held by Raghupati Singhania includes 6,53,809 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises.

(iii) # 14,31,332 equity shares held by Anshuman Singhania as Karta of Shripati Singhania HUF includes 6,38,000 (5.65%) equity shares as Partner of M/s. Yashodhan Enterprises.

Notes: Nature and Purpose of Reserve

(i) Statutory reserve (Reserve u/s. 45-IA of the Reserve Bank of India Act, 1934 (the âRBI Act, 1934â))

Reserve is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as statutory reserve.

(ii) General Reserve

Represents accumulated profits set apart by way of transfer from current year Profits or/and Retained Earnings. General reserve is free reserve available for distribution as recommended by Board in accordance with the requirements of the Companies Act, 2013.

(iii) Capital Redemption Reserve

Represents the statutory reserve created for redemption of Preference Share Capital, in accordance with the terms of the issue. The same can be applied for issuing fully paid-up bonus shares.

(iv) Preference share redemption reserve

Represents the reserve created for utilisation of redemption of Preference Share Capital on maturity.

(v) Retained Earnings

Surplus in the statement of profit and loss is the accumulated available profit of the Company carried forward from earlier years. These reserve are free reserves which can be utilised for any purpose as may be required.

(vi) Equity instruments at fair value through other comprehensive income

The Company has elected to recognise changes in the fair value of investments in equity securities (other than investment in subsidiaries and associate) in other comprehensive income. These changes are accumulated within the FVOCI equity investments reserve within equity.

(vii) Security premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.

27	Contingent Liabilities & Commitments As certified by the management)
	Particulars	As at	As at
		31^st March, 2023	31^st March, 2022
	Contingent Liabilities: Claim against the Company not acknowledged as debts Income Tax in respect of matter in appeals	9.43	9.43

# In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before the appellate authorities and adjustments, if any, will be made after the same are finally determined. The Company has reviewed all its pending litigations and proceeding and has adequately provided for where provision required and disclosed as contingent liabiities where applicable, in itâs financial statement. The Company does not expect the outcome of these procedings to have a meterially adverse effect on its financial position.

28 Segment Information

Segment information as required under Ind As 108 âOperating Segmentâ, has been provided in consolidated financial statements of the company and therefore, no separate disclosure on segment information is given in these standalone financial statement.

29 In the opinion of the Management, Loans and Advances have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

31(A) Dividend proposed to be distributed for Equity shares of R 25.00 (Previous year R 15.00) per share amounting R 2824.08 Lakhs (Previous year R 1694.45 lakhs ).

(B) Dividend payable to preference shareholders (subordinated liablities) as on 31st March, 2023 is R NIL (Previous year NIL) .

34 The Information as required in terms of para 21 of Core Investment Companies (Reserve Bank) Direction, 2016 are enclosed as per Annexure 1.

35 The disclosures required under Ind AS 19 âEmployee Benefitsâ notified in the Companies (Indian Accounting Standards) Rules, 2015 are as given below :

(B) Defined Benefit Plan :

Each employee rendering continuous service of 5 years or more is entitled to receive gratuity amount equal to 15/26 of the monthly emoluments for every completed year of service subject to maximum of R 20 Lakhs at the time of separation from the Company.

The most recent actuarial valuation for gratuity was carried out as at March 31,2023. The present value of the defined benefit obligations and the related current service cost and past service cost, was measured using the Projected Unit Credit Method. The gratuity liablity of the Company is not funded.

During the year ended 31^st March, 2023 and 31^st March, 2022, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into and out of Level 3 fair value measurements. There is no transaction / balance under level 3.

Fair value of quoted investments are based on quoted market price at the reporting date. Fair value of unquoted mutual funds are based on net assets value (NAV) at the reporting date. The fair value of unquoted investments in preference shares are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The fair value of unquoted investments in equity shares are estimated on net assets basis.

37 Financial risk management objectives and Policies

The Companyâs activities are exposed to a variety of financial risks from its operations. The key financial risks include market risk (including interest rate risk and foreign currency risk), credit risk and liquidity risk. The Companyâs overall risk management policy seeks to minimize potential adverse effects on Companyâs financial performance.

(i) Market Risk: Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk includes interest rate risk and foreign currency risk The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(a) Interest Rate Risk: Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Any change in the interest rates environment may impact future rates of borrowing. The Company mitigates this risk by regularly assessing the market scenario, finding appropriate financial instruments, interest rate negotiation with the lenders for ensuring the cost effective method of financing.

(b) Foreign Currency Risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company has long term investment in foreign group Company. Therefore Companyâs exposure to foreign currency risk is limited.

(ii) Credit Risk: The Company being an investment company, credit risk refers to the risk that a counterparty may default on its contractual obligations leading to a financial loss to the Company. Credit risk primarily arises from cash equivalents, financial assets measured at amortised cost and financial assets measured at fair value through profit or loss.

Credit risk arises primarily from financial assets such as loans and other receivables and other balances with banks.

The major investments of the Company is in the group companies which includes investment in subsidiaries companies and associates. The company has also made investments in quoted equity shares and units of mutual funds on the basis of risk and returns of the respective equity shares and mutual fund scheme.

The Company applies expected credit losses (ECL) model for measurement and recognition of loss allowance on financial assets measured at amortised cost.

(iii) Liquidity Risk: Liquidity risk is the risk, where the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due. The table below summarizes the maturity profile of Companyâs financial liabilities based on contractual undiscounted payments

(iv) Price Risk: The Companyâs exposure to equity securities risk arises from investments held by the Company and classified in the Balance Sheet as fair value through OCI / valued at cost. The Companyâs exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. NAV of these investments are available from the mutual fund houses. To manage its price risk arising from such investments, the company diversifies its portfolio.

38 Capital Risk Management

The Company operates as an Investment Company and consequently is registered as a Non-Banking Financial Institution - Core investment Company -Non deposit taking- systemically important (NBFC-CIC-ND-SI) with Reserve Bank of India (RBI). The Companyâs policy is to maintain an adequate capital base so as to have market confidence and to sustain future development. Capital includes issued capital, share premium and all other equity reserves attributable to equity holders. The primary objective of the Companyâs capital management is to maintain an optimal structure so as to maximize the shareholderâs value. In order to strengthen the capital base, the Company may use appropriate means to enhance or reduce capital, as the case may be.

41.10 Miscellaneous disclosures

a) Registration/ licence/ authorisation, by whatever name called, obtained from other financial sector regulators - RBI Regn. No. B-05.07048 dated 08.08.17

b) Penalties imposed by RBI and other regulators including strictures or directions on the basis of inspection reports or other adverse findiings - NIL

c) if the auditor has expressed any modified opinion(s) or other reservation(s) in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, with notes on - N.A.

i) How the modified opinion(s) or other reservations(s) has been resolved - N.A. or

ii) If the same has not been resolved, the reason thereof and the steps which the CIC intends to take in the matter. - N.A.

(vi) The Companyâs Board of Directors has the overall responsibility for the establishment and oversight of the risk management framework. The Board of Directors has established the Asset Liability Management Committee (ALCO), which is responsible for developing and monitoring risk management policies. The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and control, and to monitor risk and adherence to limits. The risk management policies and systems are reviewed regularly to reflect change in market conditions and the Companyâs activities.

44 Following are the additional disclosures required as per Schedule III to the Companies Act, 2013 vide

Notification dated March 24, 2021;

a Details of Benami Property held:

There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

b Willful Defaulter:

The Company has not been declared as Willful Defaulter by any Bank or Financial Institution or other Lender.

c Relationship with Struck off Companies :

During the year, the Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

Compliance with number of layers of companies:

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

Utilisation of Borrowed funds and share premium:

During the financial year ended 31st March 2023, other than the transactions undertaken in the normal course of business and in accordance with extant regulatory guidelines as applicable.

(i) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

f Undisclosed Income:

The Company does not have any transactions not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). Also, there are nil previously unrecorded income and related assets.

g Details of Crypto Currency or Virtual Currency:

The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

45 Previous year figures have been reclassified/regrouped wherever necessary.

Mar 31, 2022

Estimation of fair value

The best evidence of fair value is current prices in an active market for similar properties. Investment properties leased out by the Company are cancellable leases. The market rate for sale/purchase of such premises are representative of fair values. Companyâs investment properties are at a location where active market is available for similar kind of properties. Hence in earlier year, fair value is ascertained on the basis of market rates prevailing for similar properties in those location determined by an independent registered valuer. Management estimates that there is no major change in fair valuation as on March 31,2022 and March 31,2021.

A Unsecured loans

(i) R 867.26 Lakhs (Previous Year R 1,113.47 Lakhs) net off of R 132.74 Lakhs ( Previous Year R 219.87 Lakhs) being fair value adjustment due to interest free loan, payable to a body corporate (related party) in 3 yearly instalments of R 333.33 Lakhs each.

(ii) R 700 Lakhs (Previous Year R 700 Lakhs ) payable to a body corporate in F.Y. 2024-25 with interest @ 9.25% p.a. (Previous Year 9.25% p.a.) payable quarterly.

(iii) R 800 Lakhs (Previous Year R 800 Lakhs) payable to a body corporate in Aug 22 with interest @ 9.00% p.a. (Previous Year 9.75% p.a.) payable quarterly.

(iv) R 11,500 (Previous Year R 15,000 Lakhs) payable to a Subsidiary Company as follows with interest @ 7% p.a. (Previous Year @ 7% p.a.) payable quarterly :-

F.Y. 2023-24 - R 2,500 Lakhs payable at the year end.

F.Y. 2024-25 - R 5,000 Lakhs payable at the year end.

F.Y. 2025-26 - R 3,000 Lakhs payable at the year end.

F.Y. 2026-27 - R 1,000 Lakhs payable at the year end.

(v) Previous Year R 2,650 Lakhs payable to a subsidiary company in Aug,21 with interest @ 9.75% p.a. payable quarterly.

(vi) R 4,000 Lakhs (Previous Year R 6,000 Lakhs) payable to body corporate (related party) in Feb, 2023 with interest @ 9.00% p.a. ( Previous Year 9.00% p.a.) payable at maturity.

(vii) Previous Year R 3,000 Lakhs payable to a body corporate (related party) in Aug, 21 with interest @ 9.75% p.a. payable quarterly.

(viii) R 1,000 Lakhs (Previous Year R 4,000 Lakhs) payable to a body corporate (related party) in Aug, 22 with interest @ 9.00% p.a. (Previous Year 9.75% p.a.) payable quarterly.

Deferred tax assets have not been recognised in respect of long term capital loss of ? NIL (Previous year ^13,119.59 Lakhs). In view of uncertainty in the present market value of shares and securities due to volatile market conditions, there is no convincing evidence that sufficient taxable capital gain will be available in future against which such deferred tax assets can be realised in the normal course of business.

G. Rights and preferences attached to Equity Shares:

a. The Company has only one class of Equity Shares having a par value of R 10 per share. Each shareholder is entitled to one vote per share.

c. Dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

H. Term/Rights attached to Preference Shares:

I. Cumulative redeemable preference shareholders have,

- right to receive fixed cumulative preferential dividend at 3% p.a. on the paid up capital

- right to receive arrears of cumulative dividend, if any, whether earned or declared or not, at time of redemption of the said shares, and

- Voting right will be as per the Companies Act, 2013.

II. Cumulative redeemable preference shares issued in FY 2019-20 to Enviro Tech Ventures Limited (Formerly JK Enviro-Tech Limited) will be redeemed in 3 installment of R 20 crore, R 20 crore and R 25 crore at the end of 8th year, 9th year and 10th year along with premium of R 32.50, R 38.00 and R 43.50 per share respectively.

NOTES for shareholding position as on 31/03/2022:

(ii) ** 16,16,910 equity shares held by Raghupati Singhania includes 6,53,809 (5.79%) equity shares as Partner of M/s. Yashodhan Enterprises.

(iii) # 14,31,332 equity shares held by Anshuman Singhania as Karta of Shripati Singhania HUF includes 6,38,000 (5.65%) equity shares as Partner of M/s. Yashodhan Enterprises.

Notes: Nature and Purpose of Reserve

(i) Statutory reserve (Reserve u/s. 45-IA of the Reserve Bank of India Act, 1934 (the âRBI Act, 1934â))

Reserve is created as per the terms of section 45-IC(1) of the Reserve Bank of India Act, 1934 as statutory reserve.

(ii) General Reserve

(iii) Capital Redemption Reserve

Represents the statutory reserve created for redemption of Preference Share Capital, in accordance with the terms of the issue. The same can be applied for issuing fully paid-up bonus shares.

(iv) Preference share redemption reserve

Represents the reserve created for utilisation of redemption of Preference Share Capital on maturity.

(v) Retained Earnings

(vi) Equity instruments at fair value through other comprehensive income

(vii) Security premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.

Contingent Liabilities & Commitments

(As certified by the management)

Particulars

As at

31^st March, 2022

As at

31^st March, 2021

Contingent Liabilities:

Claim against the Company not acknowledged as debts

Income Tax in respect of matter in appeals

9.43

82.82

29 Segment Information

30 In the opinion of the Management, Loans and Advances have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

32 (A) Dividend proposed to be distributed for Equity shares of R 15 per share (Previous year R 7.50 per share) amounting R 1694.45 Lakhs (Previous year R 847.22 lakhs ).

(B) Dividend payable to preference shareholders (subordinated liablities) as on 31st March, 2022 is R NIL Lakhs (Previous year R 195.00 Lakhs ).

35 The Information as required in terms of para 21 of Core Investment Companies (Reserve Bank) Direction 2016 are enclosed as per Annexure 1.

36 The disclosures required under Ind AS 19 âEmployee Benefitsâ notified in the Companies (Indian Accounting Standards) Rules, 2015 are as given below :

(B) Defined Benefit Plan :

âEach employee rendering continuous service of 5 years or more is entitled to receive gratuity amount equal to 15/26 of the monthly emoluments for every completed year of service subject to maximum of ? 20 Lakhs at the time of separation from the Company.

The most recent actuarial valuation for gratuity was carried out as at March 31,2021. The present value of the defined benefit obligations and the related current service cost and past service cost, was measured using the Projected Unit Credit Method. The gratuity liablity of the Company is not funded.â

The following methods and assumptions were used to estimate the fair values

a Fair value of cash and bank, loans and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

b Fair value of borrowings from banks and other financial liabilities, are estimated by discounting future cash flows using rates currently available for debt on similar terms and remaining maturities.

c Fair value of investments in associates and subsidiaries are measured at cost hence not disclosed in above table.

(B) Fair Value hierarchy

All financial assets and liabilities for which fair value is measured in the financial statements are categorised

within the fair value hierarchy, described as follows.

Level 1 - Quoted prices in active markets.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

Level 3 - Inputs that are not based on observable market data.

During the year ended 31^st March, 2022 and 31^st March, 2021, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfer into and out of Level 3 fair value measurements. There is no transaction / balance under level 3.

38 Financial risk management objectives and Policies

Interest Rate Sensitivity: The following table demonstrates the sensitivity to a reasonable possible change in interest rate on financial assets affected. With all other variable held constant, the Companyâs profit before tax is affected through the impact on finance cost with respect to our borrowing, as follows:

(b) Foreign Currency Risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company has long term investment in foreign group company. Therefore Companyâs exposure to foreign currency risk is limited.

Credit risk arises primarily from financial assets such as loans and other receivables and other balances with banks.

The major investments of the Company is in the group companies which includes investment in subsidiary companies and associates. The company has also made investments in quoted equity shares and units of mutual funds on the basis of risk and returns of the respective equity shares and mutual fund scheme.

The Company applies expected credit losses (ECL) model for measurement and recognition of loss allowance on financial assets measured at amortised cost.

39 Capital Risk Management

The Company operates as an Investment Company and consequently is registered as a Non-Banking Financial Institution - Non Deposit taking - Systemically Important Core Investment Company - (NBFC-CIC-ND-SI) with Reserve Bank of India. The Companyâs policy is to maintain an adequate capital base so as to have market confidence and to sustain future development. Capital includes issued capital, share premium and all other equity reserves attributable to equity holders. The primary objective of the Companyâs capital management is to maintain an optimal structure so as to maximize the shareholderâs value. In order to strengthen the capital base, the Company may use appropriate means to enhance or reduce capital, as the case may be.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net Debt is calculated as borrowings less cash and cash equivalents.

41 The Company being a Core Investment Company is mainly dependent on the investee companiesâ operations which were impacted due to COVID-19 pandemic. With the opening of the economy and markets, the operations of these companies have generally improved. The Company has sufficient liquidity to meet its obligations and is continuously monitoring any material change in economic conditions.

a) Total amount representing any direct or indirect capital contribution made by one CIC in another CIC (including name of CIC)

- Hari Shankar Singhania Holdings Pvt. Ltd. amounting to R 2,713.33 Lakhs (previous year) R 8,663.68 Lakhs

b) Number of CICs with their names wherein the direct or indirect capital contribution exceeds 10% of owned Funds -

- Hari Shankar Singhania Holdings Pvt. Ltd.

c) Number of CICs with their names wherein the direct or indirect capital contribution is less than 10% of Owned Funds - NIL

a) Registration/ licence/ authorisation, by whatever name called, obtained from other financial sector regulators - RBI Regn. No. B-05.07048 dated 08.08.17

b) Penalties imposed by RBI and other regulators including strictures or directions on the basis of inspection reports or other adverse findiings - NIL

i) How the modified opinion(s) or other reservations(s) has been resolved - N.A. or

ii) If the same has not been resolved, the reason thereof and the steps which the CIC intends to take in the matter. - N.A.

44 Disclosure of details as required by RBI/2019-20/88/DOR.NBFC (PD) CC. NO. 102/03.10.001/2019-20 Dated November 04, 2019 regarding Liquidity risk manegement framework for non-banking financial Companies and Core Investment Companies

(vi) The Companyâs Board of Directors has the overall responsibility for the establishment and oversight of the risk management framework. The Board of Directors has established the Asset Liability Supervisory Committee (ALCO), which is responsible for developing and monitoring risk management policies. The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and control, and to monitor risk and adherence to limits.The risk management policies and systems are reviewed regularly to reflect change in market conditions and the Companyâs activities.

46 Following are the additional disclosures required as per Schedule III to the Companies Act, 2013 vide

Notification dated March 24, 2021;

a Details of Benami Property held:

There are no proceedings which have been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

b Willful Defaulter:

The Company has not been declared as Willful Defaulter by any Bank or Financial Institution or other Lender.

c Relationship with Struck off Companies :

During the year, the Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

d Compliance with number of layers of companies:

The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

e Utilisation of Borrowed funds and share premium:

During the financial year ended 31st March 2022, other than the transactions undertaken in the normal course of business and in accordance with extant regulatory guidelines as applicable.

f Undisclosed Income:

g Details of Crypto Currency or Virtual Currency:

The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

47 Previous year figures have been reclassified/regrouped wherever necessary.

Mar 31, 2018

1. Contingent Liabilities:-

Capital commitment (Net of advances of '' 33.27 Lacs) - '' 116.31 Lacs (Previous Year - '' Nil) and other commitment - '' Nil (Previous Year - '' Nil)

2. Provision for Income Tax has been made considering certain allowances /adjustments available and as assessed by the management.

3. a) In the opinion of the Management, Current Assets, Loans and Advances have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

b) Loans and Advances pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:-

4. Dividend proposed to be distributed for Equity Shareholders @ Rs,10/- per share amounting to Rs, 868.36 Lacs (including Divided Distribution Tax of Rs, NIL). Previous year Rs, 10/- per share amounting to Rs, 868.36 Lacs (including Divided Distribution Tax of Rs, NIL).

5 Related Party Disclosures:-(a) Related Parties:-Subsidiaries:

J.K. Fenner (India) Ltd.

Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

Divyashree Company Pvt. Ltd. *

LvP Foods Pvt.Ltd.

Panchmahal Properties Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of J.K. Fenner (India) Ltd.

(b) Associates:-

J.K. Lakshmi Cement Ltd.

JK Tyre & Industries Ltd.

JK Paper Ltd.

JK Agri Genetics Ltd.

Umang Dairies Ltd.

Pranav Investment (M.P.) Company Ltd.

Deepti Electronics & Electro-Optics Pvt. Ltd.

Global Strategic Technologies Ltd.

(c) Others:-

Entities where Directors are interested:-Nav Bharat Vanijya Ltd.

Pushpawati Singhania Hospital & Research Institute

Key Management Personnel:-

Shri U.K. Gupta, Manager & Chief Financial Officer Shri Dillip Kumar Swain, Company Secretary

(d) Transactions with related parties:-

6. Amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company - Rs, Nil. (Previous Year - Rs, Nil).

7. The balances of certain Long Term & Current Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

8. Employee Benefits: Employees Defined Benefits - As per Actuarial Valuation on March 31, 2018:-

(*) Included under the head Employee Benefit Expenses - (Refer Note. No.17)

(i) Amount recognized as an expense include Rs,13.06 Lacs towards Provident and other Funds. (Previous year -Rs,11.44 Lacs) under the head Employee Benefit Expenses - (Refer Note No. 17).

(ii) The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

9. During the year, the Registered Office of the Company has been shifted from NCT of Delhi to the State of West Bengal.

10. The Board of Directors of the Company in their meeting held on 12^th June, 2017 have approved a Scheme of Arrangement (âSchemeâ) between Florence Investech Ltd. (Florence), BMF Investments Ltd. (BMF), JK Fenner (India) Ltd. (FIL) and Bengal & Assam Company Ltd. (BACL) and their respective shareholders for (a) amalgamation of Florence and BMF with the BACL w.e.f. 01.04.2017 and (b) exchange of share of FIL for shares of BACL at the option of shareholders of FIL. The Scheme has since been filed with National Company Law Tribunal, Kolkata & Chennai. Pending approval of the Scheme, no impact has been considered in these Financial Statements.

11. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investeesâ assets and expected future cash flows from such investments.

12. Remittances in foreign currency on account of Dividend for the year 2017-18. (Previous Year - 2016-17):-

13. The information as required in terms of para 21 of Core Investment Companies (Reserve Bank) Directions 2016 are enclosed as per Annexure-1.

14. Previous year figures have been reclassified / re-casted suitably wherever considered necessary.

Mar 31, 2017

1. Rights and preferences attached to Equity Shares :

2. The Company has only one class of Equity Shares having a par value of Rs.10/- per share. Each shareholder is entitled to one vote per share.

3. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

4. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

SECURED LOANS

5- Term Loan of Rs. 3000 Lacs (Previous Year Rs. 4000 Lacs) from Indian Overseas Bank is repayable in 6 half yearly installments of Rs. 500 Lacs (Previous Year Rs. 500.00 Lacs) each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge by way of equitable mortgage on Companyâs immovable property at Flat No. 5-A, 5th Floor, Brighton Co-operative Housing Society Ltd, No. 2, Plot No. 68D Nepean Sea Road, Rungatha Lane, Mumbai - 400006.

6- Term Loan of Rs. 2968.39 Lacs (Previous Year Rs. 3392.51 Lacs) from HDFC Limited is repayable in 58 monthly installments of Rs. 67.23 lacs including interest. The loan is secured by way of 4551 Nos. Equity Shares held by the Company in Divyashree Company Pvt. Limited.

7- Term Loan of Rs. 1500 Lacs (Previous Year Rs. 2000 Lacs) from Corporation Bank is repayable in 6 half yearly installments of Rs. 250 Lacs each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Companyâs immovable property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road,Kolkata.

8- Term Loan of Rs. 1050 Lacs (Previous Year Rs. 1350 Lacs) from Corporation Bank is repayable in 7 half yearly installments of Rs. 150 Lacs each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Companyâs immovable property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road,Kolkata

9- Term Loan of Rs. 4000 Lacs (Previous Year Rs. 5000 Lacs) from Corporation Bank is repayable in 8 half yearly installments of Rs. 500 Lacs each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Companyâs immovable property at 85,95, Sunflower, Cuffe Parade, Mumbai & charge on property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road,Kolkata

UNSECURED LOANS

10. Term Loan of Rs. 3500 Lacs from Federal Bank is repayable in 2 installments of Rs. 700 Lacs & Rs. 2800 Lacs each in 2017-18 & 2018-19 respectively with interest payable on monthly rests .

11. Rs.2666.67 Lacs payable (Interest free) to a body corporate (related party) in 8 Yearly installments of Rs. 333.33 Lacs each.

12. Rs. 700 Lacs payable to a body corporate on 08.01.2020 with interest payable quarterly .

13. Contingent Liabilities not provided for - Rs. Nil (Previous Year - Rs. Nil)

14. Provision for Income Tax has been made considering certain allowances / adjustments available and as assessed by the management.

15. In the opinion of the Management, Current Assets, Loans and Advances have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

16. Loans and Advances pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:-

17. Dividend proposed to be distributed for Equity Shareholders @ Rs. 10/- per share amounting to Rs. 868.36 lacs (including Divided Corporate Tax of Rs. NIL).

18. Related Party Disclosures:-

19. Related Parties:-Subsidiaries:

J.K. Fenner (India) Ltd.

Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

Divyashree Company Pvt. Ltd. *

LvP Foods Pvt.Ltd.

Panchmahal Properties Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of J.K. Fenner (India) Ltd.

20. Associates:-

JK Lakshmi Cement Ltd.

JK Tyre & Industries Ltd.

JK Paper Ltd.

JK Agri Genetics Ltd.

Umang Dairies Ltd.

Pranav Investment (M.P.) Company Ltd.

Deepti Electronics & Electro-Optics Pvt. Ltd.

Global Strategic Technologies Ltd.

21. Others:-

Entities where Directors are interested:-Nav Bharat Vanijya Ltd.

Pushpawati Singhania Research Institute

Key Management Personnel:-

Shri U.K. Gupta, Manager & Chief Financial Officer Shri Dillip Kumar Swain, Company Secretary

22. Remuneration paid to Manager & Chief Financial Officer - Rs. 79.99 Lacs. (Previous Year - Rs. 66.32 Lacs) and Company Secretary - Rs. 41.80 Lacs. (Previous Year - Rs. 35.58 Lacs)

23. Amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company - Rs. Nil. (Previous Year - Rs. Nil).

24. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

25. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investeesâ assets and expected future cash flows from such investments.

26. The information as required in terms of para 13 of Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding ) Companies Prudential Norms (Reserve Bank) Directions 2016 are enclosed as per Annexure-1.

27. Previous year figures have been reclassified / re-casted suitably wherever considered necessary.

Mar 31, 2016

1. Rights and preferences attached to Equity Shares :

a. The Company has only one class of Equity Shares having a par value of Rs.10/- per share. Each shareholder is entitled to one vote per share.

b. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the Shareholders.

c. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

NOTES:- SECURED LOANS

- Term Loan of Rs, 4000 Lacs (Previous Year Rs, 5000 Lacs) from Indian Overseas Bank is repayable in 8 half yearly installments of Rs, 500 Lacs (Previous Year Rs, 500.00 Lacs) each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge by way of equitable mortgage on Company''s immovable property at Flat No. 5-A, 5th Floor, Brighton Co-operative Housing Society Ltd, No. 2, Plot No. 68D Nepean Sea Road, Rungatha Lane, Mumbai - 400006.

- Term Loan Rs, 3392.51 Lacs (Previous Year Rs, 3747.46 Lacs) from HDFC Limited is repayable in 72 monthly installments of Rs, 67.23 Lacs including interest. The loan is secured by way of 4551 Nos. Equity Shares held by the Company in Divyashree Company Pvt. Ltd.

- Term Loan Rs, 2000 Lacs (Previous Year Rs, 2500 Lacs) from Corporation Bank is repayable in 8 half yearly installments of Rs, 250 Lacs each w.e.f. May,2016 with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Company''s immovable property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road, Kolkata.

- Term Loan Rs, 1350 Lacs from Corporation Bank is repayable in 9 half yearly installments of Rs, 150 Lacs each with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Company''s immovable property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road, Kolkata.

- Term Loan Rs, 5000 Lacs from Corporation Bank is repayable in 10 half yearly installments of Rs, 500 Lacs each w.e.f. Sep,2016 with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Company''s immovable property at 85, 95, Sunfower, Cuffe Parade, Mumbai & charge on property at M-20, South Extn., Part-II, New Delhi & Negative Lien on immovable property at 46D, Chowringhee Road, Kolkata.

UNSECURED LOANS

a) Rs, 3000 Lacs payable to a body corporate (related party) in 9 Yearly installments of Rs, 333.33 Lacs each.

b) Rs, 700 Lacs payable to a body corporate on 08.01.2020 with interest payable quarterly .

In view of uncertainty in the present market value of shares and securities due to volatile market conditions, management does not consider it prudent to create deferred tax asset on carried forward unabsorbed losses.

Note:- @ include certain assets yet to be registered in the name of the Company .

Notes:

1 4,551 Equity Shares Pledged with HDFC Ltd. for loan facility availed.

2 Pursuant to the Scheme of Arrangement & Demerger, the Company received 4,388 equity shares of Aditya Birla Fashion and Retail Limited in the ratio of 5:26

3 The Company received 480 bonus equity shares of Infosys in the ratio of 1:1

4 The Company received 16,665 equity shares of Rs.10/- each against 50,000 equity shares of Rs.10/- each held as per scheme of arrangement between JK Envirotech Ltd. with JK Paper Ltd. duly sanctioned by the Hon''ble High Court Gujarat Ahmadabad vide order dated 4th April, 2015.

5 Certain Investments are pending for transfer in the name of the Company.

@ includes Rs, 1200 Lacs(Previous Year Rs,1400 Lacs) to subsidiary companies & Rs, 750 Lacs (Previous Year Rs,250 Lacs) to a related party * includes Rs, 0.27 Lacs (Previous Year Rs, NIL) from a subsidiary company & Rs, 241.84 Lacs (Previous Year Rs,141.58 Lacs) from a related party

1. Contingent Liabilities not provided for Â Rs, Nil (Previous Year - Rs, Nil)

2. Provision for Income Tax has been made considering certain allowances/adjustments available and as assessed by the management.

3. a) In the opinion of the Management, Current Assets, Loans and Advances have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

b) Loans and Advances pursuant to Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:-

4. Related Party Disclosures:- (a) Related Parties:- Subsidiaries:

J.K. Fenner (India) Ltd.

Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

Divyashree Company Pvt. Ltd. *

LVP Foods Pvt.Ltd.

Panchmahal Properties Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of J.K. Fenner (India) Ltd.

(b) Associates:-

JK Lakshmi Cement Ltd.

JK Tyre & Industries Ltd.

JK Paper Ltd.

JK Agri Genetics Ltd.

Umang Dairies Ltd.

Pranav Investment (M.P.) Company Ltd.

Deepti Electronics & Electro-Optics Pvt. Ltd.

Global Strategic Technologies Ltd.

(iv) Remuneration paid to Chief Financial Officer - Rs,66.32 Lacs. (Previous Year - Rs,58.12 Lacs) and Company Secretary - Rs,35.58 Lacs. (Previous Year - Rs,29.44 Lacs)

6. Amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company - Rs,Nil. (Previous Year - Rs, Nil).

7. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

8. Employee Benefit s: Employees Defend Benefit s - As per Actuarial Valuation on March 31, 2016:-

(*) Included under the head Employee Benefit Expenses Â (Refer Note. No.17)

(i) Amount recognized as an expense include Rs,9.74 Lacs towards Provident and other Funds. (Previous year - Rs,8.46 Lacs) under the head Employee Benefit Expenses - (Refer Note No. 17). (ii) The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

9. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees'' assets and expected future cash fows from such investments.

10. Remittances in foreign currency on account of Dividend for the year 2015-16. (Previous Year : 2014-15):-

11. The information as required in terms of para 13 of Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2015 are enclosed as per Annexure -1.

12. Previous year figures have been reclassified / re-casted suitably wherever considered necessary.

Notes :

* As per Accounting Standard under Companies (Accounting Standards) Rules, 2006.

** For the purpose of Market/Break-up Value, Quoted Share/Units have been valued at Market Price/NAV as at 31.03.16 while, the Unquoted shares (other than subsidiaries) have been valued as per Breakup Value calculated as per audited Balance Sheet as on 31.03.15 or cost of acquisition (in case fresh acquired during the year).

# The definition of group companies has been taken in terms of CIC guidelines issued by RBI.

Mar 31, 2015

A. Rights and preferences attached to Equity Shares :

a. The Company has only one class of Equity Shares having a par value of Rs. 10/- per share. Each shareholder is entitled to one vote per share.

b. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

NOTES:- SECURED LOANS

Term Loan of Rs. 5000 Lacs (Previous Year Rs. 6000 Lacs) from Indian Overseas Bank is repayable in 10 half yearly instalments of Rs. 500 Lacs (Previous Year Rs. 500.00 Lacs) each w.e.f. June, 2015 with interest payable on monthly rests. The loan is secured by way of first & exclusive charge of equitable mortgage on Company's immovable property at Flat No. 5-A, 5th Floor, Brighton Co-operative Housing Society Ltd, No. 2, Plot No. 68D Nepean Sea Road, Rungatha Lane, Mumbai-400006. Term Loan Rs. 3747.46 Lacs from HDFC Limited is repayable in 85 monthly instalments of Rs. 67.23 including interest.The loan is secured by way of pledge of 4551 Nos. Equity Shares held by the Company in Divyashree Company Pvt. Ltd.

Term Loan Rs. 2500 Lacs from Corporation Bank is repayable in 10 half yearly instalments of Rs. 250 Lacs each w.e.f. May, 2015 with interest payable on monthly rests.The loan is secured by way of first & exclusive charge of equitable mortgage on Company's immovable property at M-20, South Extn., Part-II, New Delhi UNSECURED LOANS

a) Rs. 3333.34 Lacs payable to a body corporate(related party) in 10 Yearly instalments of Rs. 333.33 Lacs each.

b) Deferred payment to SASF Rs. 100 Lacs is payable on 30.09.2015.

c) Rs. 700 Lacs payable to a body corporate on 08.01.2020 with interest payable quarterly .

Notes:

1 4,551 Equity Shares Pledged with HDFC Ltd. for loan facility availed.

2 Due to Sub-division of shares, the Company received 137,200 No. of Equity shares of Rs. 2/- each in lieu of 27,440 Equity shares of Rs. 10/- each.

3 The Company received 240 bonus equity shares of Infosys in the ratio of 1:1.

4 The Company received 2,425,600 Equity shares of Rs. 10/- each on conversion of share warrants into Equity shares & further 11,014,850 shares were sub-divided into 55,074,250 Equity shares of Rs. 2/- each.

5 Pursuant to Scheme of Amalgamation of Wyeth Limited with Pfizer Limited, Company has received 39 Equity Shares of Pfizer Limited against 55 Equity shares of Wyeth Limited.

6 Pursuant to Scheme of Arangement of Ranbaxy Laboratories Ltd. With Sun Pharmaceutical Industries Ltd. Company has received 2,692 Equity Shares of Sun Pharmaceutical Limited against 3,366 Equity shares of Ranbaxy Laboratories Limited.

7 Due to Sub-division of shares the Company received 23,360 No. of Equity shares of Rs. 1/- each in lieu of 2,336 Equity shares of Rs. 10/- each.

8 a) 1,500,000 Fully Convertible Debentures - Series-I are converted into 1,176,471 equity shares of Rs. 10/- each.

b) Fully Convertible Debentures Series-II ('FCDs') are convertible into fully paid equity shares of Rs. 10/- each on or before 31.07.2015.

9 The Company received 1,785 bonus 8.49% non-cumulative, non-convertible, redeemable Debentures of NTPC Ltd. in the ratio of 1:1.

10 Certain Investments are pending for transfer in the name of the Company.

11 Contingent Liabilities not provided for: -

Disputed Income Tax matters (estimated) under Appeal of Rs. Nil. (Previous Year - Rs. 88.76 Lacs).

12 Provision for Income Tax has been made considering certain allowances / adjustments available and as assessed by the management

13 a) In the opinion of the Management, Current Assets, Loans and Advances have value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

b) Loans and Advances pursuant to Clause 32 of the Listing Agreement:-

14 Related Party Disclosures:

(a) Related Parties:- Subsidiaries:

J.K. Fenner (India) Ltd. - (Formerly Fenner (India) Ltd. Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

Divyashree Company Pvt. Ltd. *

LVP Foods Pvt.Ltd.

Panchmahal Properties Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of J.K. Fenner (India) Ltd.

(b) Associates:-@

JK Lakshmi Cement Ltd.

JK Tyre & Industries Ltd.

JK Paper Ltd.

JK Agri Genetics Ltd.

Umang Dairies Ltd.

Pranav Investment (M.P.) Company Ltd.

Deepti Electronics & Electro-Optics Pvt. Ltd.

Global Strategic Technologies Ltd.

Others:- @

Entities where Directors are interested:- Nav Bharat Vanijya Ltd.

Pushpawati Singhania Research Institute Key Management Personnel:-@

Shri U.K. Gupta, Manager & Chief Financial Officer Shri Dillip Swain, Company Secretary

15. Amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company - Rs. Nil. (Previous Year - Rs. Nil).

16. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

17. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees' assets and expected future cash flows from such investments.

18. The information as required in terms of para 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007 are enclosed as per Annexure-1.

19. Previous year figures have been reclassified / re-casted suitably wherever considered necessary.

Mar 31, 2014

1. Contingent Liabilities not provided for:

Disputed Income Tax matters (estimated) under Appeal of Rs.88.76 Lacs (Previous Year Â Rs.88.76 Lacs).

2. a) Provision for Income Tax has been made considering certain allowances / adjustments available and as assessed by the management.

b) Provision for taxation represents Minimum Alternate Tax (MAT) computed under Section 115JB of the Income Tax Act, 1961.

3. a) In the opinion of the Management, Current Assets, Loans and Advances have value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

Mar 31, 2013

1 (A) Contingent Liabilities not provided for:

Disputed Income Tax matters (estimated) under Appeal of Rs. 88.76 Lacs (Previous Year - Rs. 112.73 Lacs).

(B) Other Commitments:

Undertaking for Non-Disposal of equity shares of JK Sugar Ltd. given to Bank of India against the term loan availed by JK Sugar Ltd.

2 a) Provision for Income Tax has been made considering certain allowances/ adjustments available and as assessed by the management.

b) Provision for taxation represents Minimum Alternate Tax (MAT) computed under section 115JB of the Income Tax Act, 1961.

3. a) In the opinion of the management, Current Assets, Loans and Advances have value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

b) Loans and Advances pursuant to Clause 32 of the Listing Agreement:

4. Related Party Disclosure:

(a) Related Parties:- Subsidiaries:

Fenner (India) Ltd.

Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

Divyashree Company Pvt. Ltd. *

LVP Foods Pvt. Ltd.

Panchmahal Properties Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of Fenner (India) Ltd.

Key Management Personnel:

Shri U.K. Gupta, (Manager)

5 The details of amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company are as under:-

(i) Principal & Interest amount due and remaining unpaid as at 31.03.2013 : Rs.NIL (Previous Year : Nil), (ii) Payment made beyond the appointed day during the year : Rs.Nil (Previous year : Nil) and (iii) Interest Accrued and unpaid as at 31.03.2013 : Rs.Nil (Previous year : Nil).

6 The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

7 Employee Benefits : Employees Defined Benefits - As per Actuarial Valuation on March 31, 2013:-

8 No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees'' assets and expected future cash flows from such investments.

9 The information as required in terms of para 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007 are enclosed as per Annexure-1.

10 Previous year figures have been reclassified / re-casted suitably wherever considered necessary.

Mar 31, 2012

SECURED LOANS

1a. Term Loan of Rs 390 Lacs from Kotak Mahindra Bank is repayable in 12 Qtly. instalments of Rs 32.50 Lacs each with interest payable at monthly rests. The Loan is secured by way of first charge on all existing and future current assets and movable fixed assets related to Company's immovable property situated at M-20 South Extension,New Delhi and further secured by equitable mortgage on the aforesaid property.

1b. Term Loan of Rs 5000 Lacs from Indian Overseas Bank is repayable in 12 half yearly instalments of Rs416.67 Lacs each w.e.f. June,2014 with interest payable on monthly rests. The loan is secured by way of first & exclusive charge by way of equitable mortgage on Company's immovable property at Flat No. 5-A, 5th Floor, Brighton Co-operative Housing Society Ltd, No. 2, Plot No. 68D Nepean Sea Road, Rungatha Lane, Mumbai - 400006 as collateral security.

1c. Term Loan of Rs5000 Lacs from HDFC Ltd. is repayable in one go in Aug'2014 with interest payable at monthly rests. The loan is secured by way of pledge of 4551 Nos. Equity Shares held by the Company in M/s Divyashree Company Pvt. Ltd. along with an undertaking for Non Dilution and Non Disposal of above shareholding and by extension of the first equitable mortgage on property located at B-16, West End, New Delhi together with construction thereof.

UNSECURED LOANS

1. Loan of Rs 500 Lacs payable to a body corporate on 15th August 2012.

2. Rs 4333.33 Lacs payable to a body corporate in 13 Yrly. instalments of Rs 333.33 Lacs each.

3. Deferred payment to SASF Rs595 Lacs is payable in yearly instalments of Rs295 Lacs, Rs100 Lacs, Rs100 Lacs and Rs100/- Lacs each in the year 2012-13, 2013- 14, 2014-15 & 2015-16 respectively.

Notes:

1 4551 Equity Shares Pledged with HDFC Bank Ltd. for a loan availed by the company.

2 The Company received 2000 bonus equity shares of Ashok Leyland Ltd. in the ratio of 1:1.

3 Sub-divided into 5 Equity Shares of Rs 2/- each as against 1 Equity Share of Rs 10/- each.

4 Sub-divided into 5 Equity Shares of Rs 2/- each as against 1 Equity Share of Rs 10/- each.

5 124 shares of Malanpur Steel Ltd received against 160 shares of Hindustan Development Corpn. Ltd.

6 Undertaking for Non Disposal of equity shares of JK Sugar Ltd given to Bank of India against the term loan availed by JK Sugar Ltd.

7 Sub-divided into 10 Equity Shares of Rs 1/- each as against 1 Equity Share of Rs10/- each.

8 Pursuant to the Scheme of Arrangement between Piramal Life Sciences Limited and Piramal Healthcare Limited the Company received 12 Equity shares of Rs2 each of Piramal Healthcare Limited in lieu of 50 Equity Shares of Rs10/- each held in Piramal Life Sciences Limited.

9 Sub-divided into 5 Equity Shares of Rs 2/- each as against 1 Equity Share of Rs 10/- each.

10 Sub-divided into 5 Equity Shares of Rs 2/- each as against 1 Equity Share of Rs 10/- each.

11 Includes 8,50,000 Equity Shares Pledged with Infrastructure Development Finance Company Limited (IDFC Ltd.) for a Loan availed by JK Envirotech Ltd.

12 Convertible into equity shares (as per the applicable SEBI Guidelines) of JK Agri Genetics Ltd. , pending order in appeal before the Division Bench of High Court of Calcutta in connection with the scheme of Arrangement & Demerger between JK Agri Genetics Ltd. and Florence Alumina Ltd.

13 In the earlier years the Company has made investments in the redeemable preference shares ( Long Term as per AS-13) which are now redeemable within 12 months from the reporting date and are now shown under the current portion of long term investment.

14 Certain Investments are pending for transfer in the name of Company.

20. The Company has been registered as a Core Investment Company (CIC-ND-SI) vide Certificate of Registration dated 17.11.2011 issued by Reserve Bank of India.

15. (A) Contingent Liabilities (to the extent not provided for):

i. Disputed Income Tax matters (estimated) under Appeal of Rs6.73 Lacs (Previous Year Rs11.84 Lacs). (Net of advance - Rs 106 Lacs, Previous year - Rs26.69 Lacs).

(B) Other Commitments

i. Guarantee given to a Bank in respect of Loan facility availed by other body corporate [ Outstanding as at 31.03.2012 Rs Nil ( Previous Year- Rs15.37 Lacs)] against counter indemnity.

ii. Undertaking for Non Disposal of equity shares of JK Sugar Ltd given to Bank of India against the term loan availed by JK Sugar Ltd.

16. a) Income Tax calculation has been made considering certain allowances / adjustments available as assessed by the management.

b) Provision for taxation represents Minimum Alternate Tax (MAT) computed under section 115JB of the Income Tax Act, 1961.

17. a) In the opinion of the Board, Current Assets, Loans and Advances have value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

b) In the opinion of the management (read with note no. 29) there is no provision for bad and doubtful debts, loans & advances and diminution in the value of long term investments in their respective carrying values.

c) Loans and Advances pursuant to Clause 32 of the Listing Agreement:

18. As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of and transactions with the related parties as defined in Accounting Standard are given below:-

a) List of related parties where control exists and related parties with whom transactions have taken place and relationships (As identified by the management):-

Subsidiaries:

Fenner (India) Ltd.

Southern Spinners and Processors Ltd. *

Modern Cotton Yarn Spinners Ltd. *

Acorn Engineering Ltd. *

BMF Investments Ltd. *

LVP Foods Pvt.Ltd

Panchmahal Properties Ltd.

Dwarkesh Energy Ltd.(Ceased to be subsidiary w.e.f. 11.08.2011)

Divyashree Company Pvt. Ltd.(Formerly M.S. & Sons JV Projects Pvt. Ltd.) (w.e.f. 05.08.2011) *

Hifazat Chemicals Ltd. (Under liquidation)

* Subsidiaries of Fenner (India) Ltd.

Key Management Personnel:

Shri U.K. Gupta, (Manager)

i. There are no transactions with and remuneration to Key Management Personnel during the current and previous year.

ii. Guarantee has been given by the Company to a Bank in respect of loan facility of Rs1,753 Lacs availed by a subsidiary company - LVP Foods Pvt. Limited. {Loan outstanding as at 31.03.12 - Rs 1,205.19 Lacs (Previous Year - Rs1,643.44 Lacs)}.

iii. First charge by way of equitable mortgage on the immovable property of the Company situated at B- 16 West End New Delhi has been created for the term loan availed by Fenner (India) Ltd. (Subsidiary Company) from HDFC Ltd.

26. The details of amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent of information available with the Company are as under:

(i) Principal & Interest amount due and remaining unpaid as at 31.03.2012: Nil (Previous year: Nil), (ii) Payment made beyond the appointed day during the year: Nil (Previous year: Nil) and (iii) Interest Accrued and unpaid as at 31.03.2012: Nil (Previous year: Nil).

19. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

20. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees' assets and expected future cash flows from such investments.

21. The information as required in terms of para 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007 are enclosed as per Annexure-1.

22. During the year ended 31st March 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company. Thus previous year figures has been reclassified / recasted suitably. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements except for presentation and disclosures, wherever required.

Mar 31, 2011

1. Core Investment Company (Reserve Bank) Directions (CIC Directions) has been notified by Reserve Bank of India (RBI) on 5th January, 2011. The Company being eligible and accordingly has applied for grant of Certificate of Registration under the said directions, which is pending.

2. Contingent Liabilities not provided for:-

(a) Disputed Income Tax matters (estimated) under Appeal of Rs. 11,83,891/- (Previous Year Rs. 32,58,199/-). (Net of advance Ã Rs. 26,68,597/-, Previous year Ã Rs. 2,05,000/-).

(b) In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally determined.

3. (a) Income Tax calculation has been made considering certain allowances / adjustments available as assessed by the management.

(b) Provision for taxation represents Minimum Alternate Tax computed under section 115JB of the Income Tax Act, 1961.

4. Guarantee has been given to a Bank in respect of loan facility availed by other Body Corporate [Outstanding as at 31.03.2011 Rs. 15,36,545/- (Previous Year - Rs. 1,81,13,890)] against counter indemnity.

5. (a) In the opinion of the Board, Current Assets, Loans and Advances have valued on realisation in the ordinary course of business at least equal to the amount at which these are stated.

(b) There is no provision for bad and doubtful debts, loans & advances and diminution in the value of long term investments in their respective carrying values.

6. As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of and transactions with the related parties as defined in Accounting Standard are given below:- (a) List of related parties where control exists and related parties with whom transactions have taken place and relationships (As identified by the management):-

Subsidiaries:

Fenner (India) Ltd.

Southern Spinners and Processors Ltd.

Modern Cotton Yarn Spinners Ltd.

Acorn Engineering Ltd.

BMF Investments Ltd.

JK Suger Ltd. - (ceased to be subsidiary w.e.f. 12.07.2010)

LVP Foods Pvt.Ltd

Panchmahal Properties Ltd.

Dwarkesh Energy Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

Key Management Personnel:

Shri U.K. Gupta, (Manager)

(b) Transactions with related parties:-

(i) There are no transactions with and remuneration to Key Management Personnel during the current and previous year.

(ii) Guarantee has been given by the Company to a Bank in respect of loan facility of Rs. 17,53,00,000/- availed by a subsidiary company - LVP Foods Pvt. Limited. {Loan outstanding as at 31.03.11- Rs. 16,43,43,750/- (Previous Year Ã Rs. 17,53,00,000/-)}.

7. Based on the information available with the Company up to 31st March, 2011 in respect of MSME (as defined in the Micro Small & Medium Enterprise Development Act, 2006), there are no delays in payment of dues to such enterprises during the year and there are no such dues payable at the year end.

8. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

11. Employee Benefits: Employee Defined Benefits Ã As per Actuarial Valuation March 31, 2011:-

(i) Amount recognized as an expense include Rs. 1,88,057/- towards Provident and other Funds (Previous yearÃ Rs. 95,985/-) in the Employees Cost Schedule Ã11.

(ii) Gratuity and Leave encashment liability had not been actuarially calculated up to the previous year due to limited number of employees and provided for on accrual basis considering provision made being immaterial. During the year, detailed / full disclosure as per Accounting Standard (AS-15) on the basis of actuarial valuation has been made. Hence, figures for the previous year are not disclosed.

9. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees assets and expected future cash flows from such investments.

10. The information as required in terms of para 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007, are given in enclosed Schedule - 15.

11. Previous year figures have been re-arranged / re-grouped / re-cast wherever considered necessary.

12. Schedules "1" to "15" form an integral part of the Accounts for the year ended 31st March, 2011.

Mar 31, 2010

1. Subsequent to the implementation of the "Scheme of Amalgamation" sanctioned by the Honble High Court of Delhi, provisions pertaining to "Systemically Important Non-Deposit Taking Non-Banking Finance Company" as per Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 have become applicable to the Company. The Company has applied to Reserve Bank of India (RBI) for exemption from certain applicable clauses, which is pending for approval

2. Contingent Liabilities not provided for:- (a) Disputed Income Tax matters (estimated) under appeal of Rs.32,58,199/- (Previous Year Rs.6,75,224/-). (b) In respect of certain disallowances and additions made by the income tax authorities, appeals are pending before the Appellate Authorities and adjustment, if any, will be made after the same are finally determined.

3. (a) Income Tax calculation has been made considering certain allowances/adjustments available as assessed by the management.

(b) Provision for taxation represents Minimum Alternate Tax computed under section 115JB of the Income Tax Act, 1961.

4. Guarantee has been given to a Bank in respect of loan facility availed by other Body Corporate [Outstanding as at 31.03.2010 Rs.1,81,13,890/- (Previous Year - Rs.1,91,98,169)] against counter indemnity.

5. (a) In the opinion of the Board, Current Assets, Loans and Advances have valued on realisation in the ordinary course of business at least equal to the amount at which these are stated.

(b) There is no provision for bad and doubtful debts, loans & advances and diminution in the value of long term investments in their respective carrying values.

(c) Loans and Advances pursuant to Clause 32 of the Listing Agreement:

In view of uncertainty in the present market value of shares and securities due to volatile market conditions, management does not consider it prudent to create deferred tax asset on carried forward unabsorbed losses.

6. As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the disclosures of and transactions with the related parties as defined in Accounting Standard are given below:- (a) List of related parties where control exists and related parties with whom transactions have taken place and relationships (As identified by the management):-

Subsidiaries:

Fenner (India) Ltd.

Southern Spinners and Processors Ltd.

Modern Cotton Yarn Spinners Ltd.

Acorn Engineering Ltd.BMF Investments Ltd. (w.e.f. 19.09.2009)JK Sugar Ltd. Ã (w.e.f. 19.09.2009

and ceased to be subsidiary w.e.f. 12.07.2010)

LVP Foods Pvt.Ltd

Panchmahal Properties Ltd.

Dwarkesh Energy Ltd.

Hifazat Chemicals Ltd. (Under liquidation)

Key Management Personnel:

Shri U.K. Gupta, (Manager)

(i) There are no transactions with and remuneration to Key Management Personnel during the current and previous year.

(ii) Guarantee has been given by the Company to a bank in respect of loan facility availed by LVP Foods Pvt. Limited, a subsidiary company {outstanding as at 31.03.10 Rs.17,53,00,000/- (Previous Year Ã Rs.5,87,88,000)}.

7. Based on the information available with the Company upto 31st March, 2010 in respect of MSME (as defined in the Micro Small & Medium Enterprise Development Act, 2006), there are no delays in payment of dues to such enterprises during the year and also in the previous year and there are no such dues payable at the year-end (Previous year Nil).

8. The balances of certain Creditors, Other Liabilities and Loans & Advances are subject to confirmation/ reconciliation.

(b) Gratuity and Leave encashment liability has not been actuarially calculated due to limited number of employees and provided for on accrual basis; however amount of provision made is not material, accordingly detailed / full disclosure as per AS-15 is not considered necessary by the management.

(c) Amount recognized as an expense include Rs.95985/- towards Provident and other Funds (Previous year Ã Nil) in the Employees Cost Schedule Ã 11.

9. Amount included under Legal & Professional Charges Ã Rs.1,00,000/- and Service & Office Maintenance Charges - Rs.1,21,899/- (Previous Year Ã Rates & Taxes of Rs.2,09,272/-) relates to prior period.

10. No provision for diminution in the value of certain long term investments has been considered necessary, since in the opinion of the Management, such diminution in their value is temporary in nature considering the nature of investments, inherent value, investees assets and expected future cash flows from such investments.

11. The information as required in terms of para 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007 are given in enclosed Schedule - 15.

12. Previous year figures have been re-arranged / re-grouped / re-cast wherever considered necessary.

13. Schedules "1" to "15" form an integral part of the Accounts for the year ended 31stMarch, 2010.

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