The Directors have pleasure in presenting the 78th Annual Report together with the Audited Financial Statements of the
Company for the financial year ended 31st March, 2025.
Scheme of Arrangement
The Scheme of Arrangement ('the Scheme') amongst Umang Dairies Limited ('UDL'), a Subsidiary Company, Panchmahal
Properties Limited ('PPL'), a Wholly-owned Subsidiary Company and Bengal & Assam Company Limited (“Transferee Company”)
and their respective Shareholders and Creditors, pursuant to the provisions of Sections 230 - 232 of the Companies Act, 2013
sanctioned by the Hon'ble Benches of the National Company Law Tribunal, Kolkata and Allahabad vide their respective Orders
dated 4th April, 2025 and 1st May, 2025 respectively, has become effective on 17th June, 2025 upon filing of the certified copies of
the said orders by the said companies with the respective Registrar of Companies on the said date. The Scheme is operative from
1st April, 2023, the Appointed Date of the said Scheme (hereinafter referred to as the “Scheme”). The impact of the Scheme has
been given in the audited Financial Statements of the Company.
In terms of the Scheme:
(i) Dairy business of UDL together with all its assets (both movable and immovable) subject to the existing encumbrances
thereon in favour of banks and financial institutions, if any, liabilities, infrastructures, rights and obligations, statutory
/regulatory licenses, properties, benefits and interests therein, relating to Dairy Business has been demerged and
transferred to PPL.
(ii) Subsequent to the implementation of the above part of the Scheme, UDL alongwith its remaining business and all
residual assets (both movable and immovable) subject to the existing encumbrances thereon in favour of banks and
financial institutions, if any, liabilities, infrastructures, rights and obligations, statutory/regulatory licenses, properties,
benefits and interests therein shall merge into BACL and UDL shall be liquidated without being wound-up.
(iii) Shareholding of BACL in UDL stand cancelled.
(iv) In consideration of De-merger of Dairy Business and amalgamation of Residual Business of UDL, the Company has
allotted 1,07,571 Equity Shares to the Shareholders of UDL after cancellation of 1,21,68,430 Equity Shares held by the
Company in UDL as on Record Date i.e. 27th June, 2025, as per the share Exchange ratio/swap ratio provided in the
Scheme of Arrangement as detailed hereunder:
A. For demerger of Dairy business of UDL into PPL: 1 equity share of BACL having face value of INR 10 each fully
paid up for every 92 equity shares held in UDL having face value of Rs. 5 each fully paid up.
B. For amalgamation of residual business of UDL into BACL: 1 equity share of BACL having face value of INR 10
each fully paid up for every 14,652 equity shares held in UDL having face value of Rs. 5 each fully paid up.
Consequent to allotment of 1,07,571 equity shares, as aforesaid, the Paid-up Equity Share Capital of the Company has been
increased to Rs. 11.40 Crores from Rs.11.30 Crores. Application for Listing of the said Shares has been made with BSE Limited.
Core Investment Company
The Company is a Core Investment Company-Non Deposit Taking-Systemically Important (CIC-ND-SI) registered with the
Reserve Bank of India (RBI) and has been complying with all the stipulations prescribed by RBI.
Operations & Outlook
The Indian economy continued to remain resilient and outperformed the overall global economy despite geopolitical
uncertainty. The above average monsoon was a boost to agricultural activity and drove rural demand. Tax revenue both direct and
indirect remained buoyant. Stable inflationary trends, Fiscal stimuli in the budget and change in income tax slab rates are likely
to encourage higher consumer spends. Infrastructural spends which slowed down during the general elections are likely to pick
up. The Indian economy is likely to continue on its growth journey and expected to grow over 6% during the year under review.
The Company recorded Profit after Tax of Rs. 11,440.19 lacs on standalone basis and Rs. 75,482.77 lacs on consolidated
basis for the year. The Company being a Core-Investment Company, holds significant investment in the Group Companies
operating in diversified Industrial segments. With the Government thrust on the Infrastructure development, the outlook of Indian
Economy remains positive. This augurs well for the Company keeping in mind that the sectors in which your company is invested
in - paper/tyre/automotive components/cement to name a few, are performing well and also have a positive outlook.
With the approval of the Board and the Reserve Bank of India, the Company has commenced Trading in various product
areas such as Paper & Paper related Products, Tyres, Tubes and related Products, Rubber and Polymer products, Cement
and Building Materials along with other value added products, Textile and Yarn products and rendering of Services in the above
Products, with effect from the last Quarter of the financial year under review.
Dividend
Your Directors are pleased to recommend a dividend of Rs. 50/- per equity share of Rs. 10 each (500%) on the equity share
capital of Rs. 11.40 Crore for the financial year ended 31st March, 2025. The Dividend outgo would be Rs. 57.02 Crores. 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 the Company.
Appropriations
The amount available for appropriation, including surplus from previous year after adjusting the dividend paid for the financial
year 2023-24 is Rs. 50,529.87 Lacs.
The Directors propose this to be appropriated as under:
Transfer to Reserves (As per RBI guidelines) Rs. 2,288.04 Lacs
Surplus carried to Balance Sheet Rs. 48,241.83 Lacs
Total Rs. 50,529.87 Lacs
Annual Return
The Annual Return referred to in Section 134 (3)(a) of the Companies Act, 2013 is available on the website of the Company
at the link https://www.bengalassam.com/pdf/Annual%20Return%202023-24.pdf
Particulars of Loans, Guarantees and Investments
The Company being a Core Investment Company registered with the Reserve Bank of India, Section 186 of the Companies
Act, 2013 is not applicable to it. The particulars of loans, guarantees and investments are furnished in the financial statements.
Related Party Transactions
During the financial year ended 31st March, 2025, all the contracts or arrangements or transactions entered into by the
Company with the Related Parties were in the ordinary course of business and on an arms' length basis and were in compliance
with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).
Further, the Company had not entered into any contract or arrangement or transaction with the related parties which could
be considered material in accordance with the policy of the Company on materiality of the Related Party Transactions. In view of
the above, disclosure in FORM AOC-2 is not applicable.
The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions, as amended and
approved by the Board, is available on the Company's website.
Directors and Key Managerial Personnel
Shri Shailendra Swarup and Shri Bakul Jain, ceased to be Directors of the Company upon completion of their respective
second terms as Independent Directors of the Company with effect from 2nd September, 2024 and 16th May, 2025 respectively.
The Board places on record its deep appreciation for the valuable services rendered by Shri Swarup and Shri Jain during their
respective tenures as Directors.
Shri Ashok Kumar Kinra (DIN: 00066421) Director, retires by rotation and being eligible offers himself for re-appointment at
the ensuing Annual General Meeting (AGM). The Board recommends re-appointment of Shri Ashok Kumar Kinra as Director liable
to retire by rotation.
Declarations have been received from all the Independent Directors of the Company that they meet the criteria of independence
as prescribed under the Companies Act, 2013 (“the Act”) & SEBI Listing Regulations. All the Independent Directors are registered
in the Independent Director's Data Bank.
Shri Mudit Kumar was appointed as an Independent Director of the Company for a term of five consecutive years with
effect from 13th August, 2025, subject to requisite approval of the Members at the ensuing AGM. Shri Mudit Kumar has given
requisite declaration about his independence pursuant to Section 149 of the Companies Act, 2013 and Regulation 16 of the Listing
Regulations. The Company has also received requisite Notice from a Member of the Company proposing the name of Shri Mudit
Kumar for appointment as Director at the ensuing AGM. The Board of Directors recommends his appointment, as aforesaid.
Except as stated above, there was no other change in the Directors and Key Managerial Personnel of the Company, during
the year under review.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025 have been prepared
in accordance with the provisions of the Companies Act, 2013, SEBI Listing Regulations and Indian Accounting Standards. The
audited Consolidated Financial Statements together with the Auditors' Report form part of the Annual Report.
A report on each of the subsidiaries and associates together with highlights of their performances and financial
positions, included in the Consolidated Financial Statements and presented in a separate section in this Annual Report. Please
refer AOC-1 annexed to the Financial Statements in the Annual Report.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, Consolidated
audited Financial Statements alongwith relevant documents and separate audited accounts in respect of subsidiaries, are available
on the website of the Company.
During the year under review, Sridharnath Research Limited and JK Agri Research Services Ltd. became the Subsidiaries
of the Company and Radhesham Wellpack Pvt. Ltd. and Quadragen Vethealth Pvt. Ltd. became Associates of the Company. The
Company does not have any Joint Venture.
Deposits
The Company is a registered Non-Banking Finance Company and does not accept public deposits and as required by the
Reserve Bank of India (RBI), the Board of Directors have also passed necessary resolution not to accept public deposits during
the financial year 2024-25, without prior approval of RBI.
Auditors
(a) Statutory Auditors and their Report
The observations of the Auditors, in their Report on Accounts and the Financial Statements, read with the relevant notes are
self-explanatory. The Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer. Further, no
fraud has been reported by the Auditors to the Audit Committee or the Board.
(b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Audit Committee and Board of Directors of the Company have recommended
appointment of Shri Namo Narain Agarwal, Company Secretary in Practice as Secretarial Auditor of the Company for a term of
five consecutive years i.e. from financial year 2025-26 to 2029-30 subject to the approval of the Members at the ensuing Annual
General Meeting (AGM). Requisite Resolution regarding his appointment is included in the Notice of ensuing AGM for approval
of the Members.
The Secretarial Audit Report given by Shri Namo Narain Agarwal for the financial year 2024-25 in the prescribed format is
annexed to this Report as Annexure-1. The Secretarial Audit Report does not contain any qualifications, reservations, adverse
remarks or disclaimer.
The Company has two material unlisted subsidiaries, namely- J.K. Fenner (India) Limited (JKFIL) and Panchmahal Properties
Limited (PPL). The Secretarial Audit Report of M/s. Sridharan & Sridharan Associates and M/s. NNA & Associates, Secretarial
Auditors of JKFIL and PPL for the financial year 2024-25 in the prescribed format is annexed as Annexure-2 and 3 respectively.
Significant and Material Orders passed by the Regulators or Courts or Tribunals
During the financial year under review, there were no significant and material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future operations.
Material changes and Commitments
There have been no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year of the Company.
Particulars of Remuneration
Details as required under the provisions of Section 197 (12) of the Companies Act, 2013 ("Act") read with Rule 5 (1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report. Further, particulars
of employees, as required under the provisions of Section 197 (12) of the Act read with Rule 5(2) & 5(3) of the said Rules, which
form part of this Report will be made available to any Shareholder on request, as per provisions of Section 136 (1) of the said Act.
Internal Financial Controls
The Company has in place a strong Internal Financial Control system, Policies & Procedures which ensures accuracy &
completeness of Accounting Records and also help in timely preparation of the reliable Financial Statements. These internal
Financial Control Systems are designed for safeguarding the assets of the Company and for the prevention and detection of errors
& frauds commensurate with the size, nature & complexities of the Operations of the Company. These Policies & Procedures
were found 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 ensure their effectiveness, taking into account the essential
components of Internal Financial Controls as stated in the Guidance Note on the Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India. Based on such assessments carried out by the Management,
no reportable material weaknesses in the adequacy in the System of Operations of Internal Financial Controls were observed
during the year.
Cost Records
Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies
Act, 2013 is not applicable to the Company.
Directors’ Responsibility Statement
As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:-
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
(b) the accounting policies have been selected and applied consistently and judgments and estimates made 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 and
of the profit and loss of the Company for that period;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) the annual accounts have been prepared on a going concern basis ;
(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls
are adequate and were operating effectively; and
(f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such
systems were adequate and operating effectively.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, Business Responsibility and Sustainability Report of the
Company for the Financial Year 2024-25 ended 31st March, 2025 on standalone basis in the prescribed format, is given in a
separate section and forms part of the Annual Report.
Corporate Governance - including details pertaining to Board Meetings, Nomination and Remuneration
Policy, Performance Evaluation, Risk Management, Audit Committee and Vigil Mechanism, etc.
The Company re-affirms its commitment to the highest standards of corporate governance practices. Pursuant to the SEBI
Listing Regulations, a Management Discussion and Analysis, Corporate Governance Report and Auditors' Certificate regarding
compliance of conditions of Corporate Governance are made a part of this Report. The Corporate Governance Report which
forms part of this Report also covers the following:
(a) Particulars of the Four Board Meetings held during the financial year under review.
(b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including,
interalia, the criteria for performance evaluation of Directors. The policy is also available on the website of the Company
at www.bengalassam.com.
(c) The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual Directors
has been made.
(d) The details with respect to composition of the Audit Committee and establishment of Vigil Mechanism.
(e) Details regarding development and implementation of Risk Management Policy including identification therein of
elements of risks, etc.
(f) Dividend Distribution Policy.
(g) Details regarding credit rating.
Risk and Concerns
The Company is mainly exposed to capital market risks in the form of change in value of its investments. The Company is
also exposed to the fluctuations of economy and industry cycles.
Cautionary Statement
The statements made in the Directors' Report and Management Discussion and Analysis Report, describes the Company's
outlook, projections, estimates, expectations, which may be “Forward-looking Statements” within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed or implied.
Corporate Social Responsibility
The requirement of Corporate Social Responsibility (CSR) in terms of Section 135 of the Companies Act, 2013 and the rules
made thereunder is not applicable to the Company, since the Company's main source of income is dividend from CSR compliant
companies.
Compliance with Secretarial Standards
During the financial year under review, the Company has complied with the 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 read with the Companies (Accounts) Rules, 2014 the
requirement of furnishing particulars of energy 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. 151.77 Lacs
Acknowledgements
The Directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received
from the various Government Authorities, Banks and the esteemed Shareholders of the Company. The Directors also record their
appreciation for the total dedication of the employees.
On behalf of the Board
(Bharat Hari Singhania)
Place: New Delhi Chairman
Date: 13th August, 2025 DIN: 00041156
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