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.
1. Pursuant to the Scheme of Arrangement and Demerger (the Scheme) between the Company (Transferor) and JK Agri Genetics Limited (JKAGL) (Transferee), transfer of Authorised Preference Share Capital of Rs. 4,250 Lacs divided into 50,00,000 Preference Shares of Rs. 85 each is pending for transfer to JKAGL as Authorised Capital divided into 4,25,00,000 unclassified shares of Rs.10 each. In the absence of receipt of requisite approval, it has been decided not to pursue this matter any further.
2. Related Party Disclosures - to the extent identified by the Company A Relationships
i Holding Company : Hari Shankar Singhania Holdings Pvt. Ltd.
ii Associates : JK Agri Genetics Ltd.
CliniRx Research Pvt. Ltd.
iii Key Management Personnel (KMP) : Shri Kailash Chand Jain, Manager & CFO
Shri Arun Kumar Sharma, Company Secretary (W.e.f. 12.10.2016)
Shri Parikshit Pant, Company Secretary (W.e.f. 01.05.2015 - 12.10.2016)
B Transaction with Related Parties
KMP : Remuneration Rs.16.12 Lacs (Previous Year- Rs.15.67 Lacs)
3. Contingent liabilities not provided:
(a) Disputed Income Tax matters (estimated) under Appeal Rs. 66.11 Lacs (Previous Year: Rs. 104.74 Lacs).
(b) In respect of certain disallowances and additions made by the Income Tax Authorities, appeals are pending before the Authorities and adjustment, if any, will be made after the same are finally determined.
4. The Board of Directors of the Company in their meeting held on 12th June, 2017, have approved a Scheme of Arrangement (Scheme) 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.
5. The Company has paid an interim dividend of Rs. 30/- per share during the year ended 31.03.2018. The said dividend has been recommended as final dividend for the financial year 2017-18.
6. The company has only one reportable business segment namely, “Investment”.
7. Income Tax calculation has been made considering certain expenses / adjustments available as assessed by the Management.
8. Amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent information available with the Company (as certified by the management) - Rs. Nil ((Previous Year - Rs. Nil).
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 flow from such investments.
10. Previous year figures have been reclassified / regrouped wherever considered necessary.
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