Directors Report of Florence Investech Ltd.

Mar 31, 2018

TO THE MEMBERS

The Directors have pleasure in presenting the 24^th Annual Report together with the Audited Financial Statement for the financial year ended 31^st March, 2018.

OPERATIONS AND OUTLOOK

The main operations of the Company are that of an Investment Company, and majority of the investments of the Company are in the nature of strategic investment in Group Companies. The investment pattern of the Company complies with the requirement for the Company to qualify as a Core Investment Company - Non-Banking Financial Company (CIC-NBFC). However, the Company is exempted from registration as CIC as per applicable Reserve Bank of India guidelines. The source of income for the Company is in the form of dividends.

The year witnessed several landmark policy and structural reforms. The implementation of GST and recapitalization of Public Sector Banks and proactive steps undertaken for resolution of Non Performing Loans are some of the key initiatives which shall strengthen the Indian Economy. It is heartening that the International Credit Rating Agencies have upgraded India’s Credit Rating after 13 years. The Indian Economy is expected to grow over 7.75% in the current fiscal. This should have a positive impact on the working of the investee companies and the capital market leading to better valuations.

DIVIDEND

Your Directors have recommended the Interim Dividend of Rs. 30/- per Equity Share (300%) for the financial year ended 31^st March, 2018, as Final Dividend for the financial year 2017-18.

FINANCIAL RESULTS

The financial results of the Company for the financial year ended 31^st March, 2018 are as under:

Rs./Lacs

	2017-18	2016-17
Profit after Tax for the year	1,350.15	1,343.49
Add: Balance brought forward	5,073.28	3,729.79
Amount available for appropriation	6,423.43	5,073.28

SCHEME OF ARRANGEMENT

The Scheme of Arrangement between Florence Investech Limited (“Florence”), BMF Investments Limited, J.K. Fenner (India) Limited (“JK Fenner”) and Bengal & Assam Company Limited (“The Transferee Company”) and their respective shareholders, approved by the Board of Directors and BSE Limited is pending for approval of the Shareholders of the Transferee Company, Florence, JK Fenner and the National Company Law Tribunal, Kolkata and Chennai. On sanction of the Scheme and the Scheme becoming effective, the Company will be amalgamated into and with Bengal & Assam Company Limited (“The Transferee Company”), in consideration of issue of shares by the Transferee Company to the shareholders of the Company, in terms of the Scheme.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as on 31^st March, 2018 in the prescribed form MGT -9 is attached as Annexure - 1, to this Report and forms part of it.

LOANS, GUARANTEES AND INVESTMENT

The Company being a Core Investment Company - Non-Banking Financial Company (CIC-NBFC), Section 186 of the Companies Act, 2013 is not applicable to it. The particulars of loans, guarantees or investments have been disclosed in the financial statements.

RELATED PARTY TRANSACTIONS

During the financial year ended 31^st March, 2018, 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 arms’ length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Company has 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 Related Party Transactions Policy as approved by the Board is available on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Ashok Kumar Kinra retires by rotation and being eligible offers himself for re-appointment at the ensuing AGM.

CONSOLIDATED FINANCIAL STATEMENTS

During the Financial Year under review, no company has become or ceased to be Company’s subsidiary. In terms of the provisions of the Companies Act, 2013, JK Agri Genetics Limited and CliniRx Research Private Limited continues to be associate of the Company.

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements together with Auditors’ Report forms part of the Annual Report. A report on the performance and financial position of each of the associates, included in the Consolidated Financial Statements, is presented in separate section in this Annual Report. Please refer AOC-1 annexed to the Financial Statements.

DEPOSITS

The Company qualifies to be a Core Investment Company - Non-Banking Financial Company (CIC-NBFC) 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 2017-18 without prior approval of RBI.

AUDITORS

(a) Statutory Auditors and their Report

M/s Singhi & Co., Chartered Accountants have been appointed as Statutory Auditors of the Company by the Members at the 23^rd Annual General Meeting (AGM) held on 25^th August, 2017, for a term of 5 (five) consecutive years from the conclusion of the 23^rd AGM until the conclusion of the 28^th AGM, subject to ratification of the appointment by the Members at the respective Annual General Meetings. However, pursuant to the Companies (Amendment) Act, 2017, the requirement of ratification of appointment of the Auditors on yearly basis has been dispensed with. The observations of the Auditors in their Report on Accounts and the financial statements, read with relevant notes are self-explanatory.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice as Secretarial Auditor to carry out Secretarial Audit of the Company for the financial year 2017-18. The Report given by him for the said financial year in the prescribed format is annexed to this Report as Annexure - 2. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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.

PARTICULARS OF REMUNERATION

Disclosure of the ratio of the remuneration of each Director to the median employee’s remuneration and other requisite details pursuant to section 197 (12) of the Companies Act, 2013 (“Act”) read with Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, is annexed to this Report as Annexure - 3. Further, particulars of Employees pursuant to Rule 5(2) & (3) of the above Rules, forms part of this Report. However, as per the provisions of Section 136 of the said Act, the Report and Accounts are being sent to all the Members of the Company and others entitled thereto, excluding the aforesaid information. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection at the Registered Office of the Company during working hours.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate internal financial controls commensurate with the size and nature of its operations. The Company also has robust Budgetary Control System and Management Information System which are backbone of the Company for ensuring that your Company’s assets and interests are safeguarded.

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.

CORPORATE GOVERNANCE

- including details pertaining to Board Meetings, Nomination and Remuneration Policy, Performance Evaluation, Risk Management, Audit Committee and Vigil Mechanism.

Your Company reaffirms its commitment to the highest standards of corporate governance practices. Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 five Board Meetings held during the financial year under review.

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors.

c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

e) Details regarding Risk Management.

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 statement in this Management Discussion and Analysis Report, describing the Company’s outlook, projections, estimates, expectations may be “Forward-looking Statements” within the meaning of applicable securities laws or 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.

CONSERVATION OF ENERGY ETC.

As required under Section 134(3)(m) 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. 87.10 Lacs

ACKNOWLEDGEMENTS

Your Directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from the Government Authorities, Lending Institutions 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

Ashok Kumar Kinra

Place: New Delhi Pradeep Singh Lodha

Date: 15^th May, 2018 Directors

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Mar 31, 2015

TO THE MEMBERS

The Directors have pleasure in presenting the 21st Annual Report together with the Audited Financial Statement for the financial year ended 31st March, 2015.

OPERATIONS AND OUTLOOK

The main operations of the Company is investment in Group Companies which are strategic in nature. The investment pattern of the Company complies with the requirement for the Company to qualify as a Core Investment Company - Non-Banking Financial Company (CIC-NBFC). The source of income for the Company is in the form of dividends as declared by these companies. Several policy decisions of the Government, likely reduction of interest rates would improve the investment activities. This should have positive impact on the working of the investee companies and the capital market leading to better valuations.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.50 per Equity Share (15%) for the financial year ended 31st March, 2015. The dividend outgo will be Rs. 60.10 (inclusive of dividend tax of Rs. 10.17 Lacs).

FINANCIAL RESULTS

The financial results of the Company for the financial year ended 31st March, 2015 are as under:

RS / Lacs 2014-15 2012-14 (18 months)

Profit after Tax for the year 684.20 658.63

Add Balance brought forward 3,954.72 3,519.56

Amount available for appropriation 4,638.92 4,178.19

Appropriation:

Statutory Reserve (as per RBI guideline) 136.84 131.73

Transfer to General Reserve 1,000.00 32.93

Dividend including Dividend Tax 60.10 58.81

Surplus carried to Balance Sheet 3,441.98 3,954.72

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as on 31st March, 2015 in the prescribed form MGT-9 is attached as Annexure-1 to this Report and forms part of it.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The Company being a Core Investment Company - Non-Banking Financial Company (CIC-NBFC), Section 186 of the Companies Act, 2013 is not applicable to it. The particulars of loans, guarantees and investments are given in the financial statements.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March, 2015, 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 arms' length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement.

Further, the Company has 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 Related Party Transactions Policy as approved by the Board is available on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

With enactment of the Companies Act, 2013, all the two Independent Directors of the Company, namely- Shri Laxmi Narain Gupta, Shri Pradeep Singh Lodha, were appointed by the members at the Annual General Meeting (AGM) held on 26th September, 2014 under Section 149 of the Act each for a term of five consecutive years commencing from the date of the AGM. All Independent Directors of the Company have given declarations that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and also Clause 49 of the Listing Agreement with the Stock Exchange.

Shri Ashok Kumar Kinra retires by rotation and being eligible offers himself for re-appointment at the ensuing AGM.

The Board of Directors appointed Ms. Poonam Singh as an Additional Independent Director effective from 26th March, 2015 for a term of five consecutive years subject to approval by the members at the ensuing AGM. Ms. Poonam Singh has given requisite declaration about her independence pursuant to Section 149 of the Companies Act, 2013. The Company has also received requisite Notice from a member of the Company proposing the name of Ms. Poonam Singh for appointment as Director at the ensuing AGM. The Board of Directors recommends her appointment as aforesaid.

Further, in terms of Section 203 of the Companies Act, 2013, Shri Kailash Chand Jain, Manager and Chief Financial Officer and Shri Parikshit Pant, Company Secretary and Compliance Officer were appointed as "Key Managerial Personnel" of the Company.

SUBSIDIARIES AND ASSOCIATES

During the financial year under review no company has become or ceased to be Company's subsidiary. With the coming into effect of Companies Act, 2013, JK Agri Genetics Limited and CliniRx Research Private Limited have become associates of the Company.

In view of the exemption granted by the Ministry of Corporate Affairs vide its Notification dated 14th October, 2014, it was decided not to prepare Consolidated Financial Statements for the financial year ended on 31st March, 2015, since the Company does not have a subsidiary.

DEPOSITS

The Company qualifies to be a Core Investment Company - Non-Banking Financial Company (CIC-NBFC) 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 2015-16 without prior approval of RBI.

AUDITORS

(a) Statutory Auditors and their Report

M/s Lodha & Co., Chartered Accountants, have been appointed as Auditors of the Company to hold the office from the conclusion of the 20th Annual General Meeting held on 26th September, 2014 until the conclusion of the 23rd Annual General Meeting, subject to ratification of the appointment by the members at the respective AGMs to be held in the years 2015 and 2016. Accordingly, being eligible, matter relating to the appointment of the Auditors will be placed for ratification by members at the forthcoming Annual General Meeting. The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self explanatory.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice as Secretarial Auditor to carry out Secretarial Audit of the Company for the financial year 2014-15. The Report given by him for the said financial year in the prescribed format is annexed to this Report as Annexure-2. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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.

PARTICULARS OF REMUNERATION

During the period under review, the Company had no employee in the category of Section 197 of the Companies Act, 2013 read with Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Information in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report. However, as per the provisions of Section 136 of the said Act, the Report and Accounts are being sent to all the members of the Company and others entitled thereto, excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection at the Registered Office of the Company during working hours.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate internal financial controls commensurate with the size and nature of its operations. The Company also has robust Budgetary Control System and Management Information System (MIS) which are backbone of the Company for ensuring that your Company's assets and interests are safeguarded.

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;

(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.

CORPORATE GOVERNANCE - including details pertaining to Board Meetings, Nomination and Remuneration Policy, Performance Evaluation, Risk Management, Audit Committee and Vigil Mechanism.

Your Company re-affirms its commitment to the highest standards of corporate governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, 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, inter alia, the criteria for performance evaluation of Directors.

c) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

d) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

e) Details regarding Risk Management.

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 statement in this Management Discussion and Analysis Report, describing the Company's outlook, projections, estimates, expectations may be "Forward-looking Statements" within the meaning of applicable securities laws or 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.

CONSERVATION OF ENERGY ETC.

As required under Section 134(3)(m) 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. 2.18 Lacs

ACKNOWLEDGEMENTS

Your Directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from the Government Authorities, Lending Institutions 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 ASHOK KUMAR KINRA

New Delhi LAXMI NARAIN GUPTA Date: 28th July, 2015 Directors

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Mar 31, 2014

TO THE MEMBERS

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2014 (18 Months).

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.50 per Equity Share (15%) for the financial year ended 31st March 2014 (18 Months). The dividend outgo will be Rs. 58.81 Lacs (inclusive of dividend tax of Rs. 8.88 Lacs).

FINANCIAL RESULTS

The financial results of the Company for the financial year ended 31st March 2014 (18 Months) are as under:

rs / Lacs

Profit before Depreciation and Tax 664.48

Profit after Tax 658.63

Surplus brought forward 3,519.56

Amount available for appropriation 4,178.19

Appropriation:

Statutory Reserve 131.73

Transfer to General Reserve 32.93

Dividend including Dividend Tax 58.81

Surplus carried to Balance Sheet 3,954.72

OPERATIONS

The main operations of the Company are that of an Investment Company, and majority of the investments of the Company are in the nature of strategic investments in Group Companies. The investment pattern of the Company complies with the requirement for the Company to qualify as a Core Investment Company - Non-Banking Financial Company (CIC-NBFC). The source of income for the Company is in the form of dividends as declared by these companies.

DIRECTORS

Your Directors express their grief and sorrow on the sad demise of Shri Asok Chand Choraria, on Friday, 11th July 2014, at the age of 65 years at New Delhi. He was associated with the J.K.Organisation since last 40 years. Your Directors pay their respectful homage and tribute to Shri Asok Chand Choraria and their profound sympathy and sincere condolence to the family members of Late Shri Asok Chand Choraria.

Shri Ashok Kumar Kinra, who was appointed as a Director of the Company w.e.f. 12th February 2013 in the casual vacancy caused by resignation of Shri J.R.C. Bhandari, pursuant to Section 262 of the Companies Act, 1956 (since re- enacted as Companies Act 2013) retires at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

The Board appointed Shri Laxmi Narain Gupta as Director w.e.f. 5th August 2013, in the casual vacancy caused by resignation of Shri P.K. Rustagi pursuant to Section 262 of the said Act. Shri V.K. Sharma, Director of the Company also resigned w.e.f. 5th August 2013. The Board of Directors places on record its sincere appreciation for the valuable services rendered by the said Directors during their respective tenures.

Shri Pradeep Singh Lodha, who was appointed by the Board as an Additional Director pursuant to Section 161 of the Companies Act, 2013 with effect from 2nd August 2014 holds office upto the date of the ensuing AGM. The Company has received requisite Notice from a Member under section 160 of the Companies Act, 2013 proposing the name of Shri Pradeep Singh Lodha for appointment as Director of the Company.

Pursuant to notifications of Section 149 and other applicable provisions of the Companies Act, 2013 your Directors are seeking appointment of Shri Laxmi Narain Gupta and Shri Pradeep Singh Lodha at ensuing AGM, as Independent Directors of the Company for a term of five consecutive years respectively. The Company has received declarations from the aforesaid Independent Directors about their independence pursuant to Section 149 of the Companies Act, 2013.

AUDITORS

M/s Lodha & Co., Chartered Accountants, Auditors of the Company, retire and are eligible for appointment for three years i.e. upto the conclusion of Annual General Meeting to be held in the Year 2017 pursuant to the provisions of Companies Act 2013. The observations of the Auditors in their report on Accounts read with the relevant notes are self-explanatory.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

-in the preparation of Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

- the accounting policies selected and applied are consistent and judgements 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 or loss of the Company for that period;

- proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provision of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good Corporate Governance Practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis and Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

RISK AND CONCERNS

The Company is essentially an Investment Company with income mainly from the dividends receivable on investments made by it in other companies. Any adverse financial impact on the operations / business of the investee companies may impact the revenue of the Company.

ADEQUACY OF INTERNAL CONTROL SYSTEM

The Company''s internal control systems and procedures are commensurate with the size of operation and are adequate to ensure safeguarding its assets and resources against the loss, unauthorized use or disposition, compliance with all statues and regulatory policies and framework and all transactions are authorized, recorded and reported correctly.

The group Internal Audit department evaluates the functioning and quality of internal control and provides assurance of periodic reporting. The Audit Committee reviews the Internal Audit Reports and the adequacy on regular basis which also acts as a tool for minimizing any possible risks in the operations of the Company.

CAUTIONARY STATEMENT

The statement in this Report, describing the Company''s outlook, projections, estimates, expectations or predictions may be ''Forward-looking Statements" within the meaning of applicable Securities Laws or Regulations. Actual results could differ materially from those expected or implied.

PARTICULARS OF EMPLOYEES

During the period under review, the Company had no employee in the category specified under Section 217(2A) of the Companies Act, 1956.

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.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

The requirement of furnishing particulars of energy conservation, technology absorption, etc. is not applicable to the Company.

Particulars of Foreign Exchange Earning and Outgo :

i) Foreign Exchange Earned : NIL

ii) Foreign Exchange Outgo : Rs. 2.18 Lacs

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation to the Shareholders, Banks, Employees and various Government agencies for their co-operation and support.

On behalf of the Board

ASHOK KUMAR KINRA New Delhi LAXMI NARAIN GUPTA 4th August, 2014 Directors

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Sep 30, 2012

TO THE MEMBERS

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the twelve months period ended 30th September, 2012.

SCHEME OF ARRANGEMENT AND DEMERGER

The Company''s appeal which was fled on 9th June 2010 in the Division Bench of the Hon''ble High Court, Calcutta for sanction of the Scheme of Arrangement and Demerger(Scheme) between the Company(Transferor) and Florence Alumina Ltd.[name since changed to JK Agri Genetics Ltd. - Transferee(JKAGL)] has been allowed and the Scheme was sanctioned on 10th September 2012. After the Scheme was sanctioned, a Special Leave Petition(SLP) was fled against the judgement of the Division Bench in the Hon''ble Supreme Court of India. The SLP was heard and was dismissed on 18th October 2012. The Scheme thus attained fnality in view of the Order passed by the Hon''ble Supreme Court of India confrming the judgement of the Division Bench of the Hon''ble High Court at Calcutta. The Scheme became effective on 2nd November 2012 and is operative w.e.f. the Appointed Date i.e. 1st April, 2005. On the Scheme becoming effective as aforesaid, the Seed Undertaking of the Company stands transferred to and vested in the said Transferee Company.

On the Scheme becoming effective, the Company has become Core Investment Company and is exempt from the requirement of Registration with Reserve Bank of India (RBI) as Non Banking Financial Institution. Necessary steps are being taken to inform RBI in this regard.

SHARE CAPITAL

On re-organization of the Share Capital in terms of the Scheme, for every existing 100 Equity Shares of Rs. 10 each of the Company, the Shareholders as on the Record Date of 7th February 2013, have been issued 40 fully paid Equity Shares of Rs. 10 each of the Company and 60 fully paid Equity Shares of the said Transferee Company. Accordingly, the Company has allotted 14,02,604 Equity Shares of Rs. 10 each fully paid to the Shareholders of the Company upon reorganisation and allocation of the equity capital as on the said Record Date. Further, as per the directions of the Division Bench of the Hon''ble High Court at Calcutta, the Company has allotted – (i) 8,51,346 Equity Shares of Rs. 10 each (fully paid-up) upon conversion of Zero Coupon Redeemable Preference Shares amounting to Rs. 42.50 Crores i.e., @ of Rs. 499.21 per share and (ii) 10,74,994 Equity Shares of Rs. 10 each (fully paid-up) upon conversion of Zero Coupon Non-Convertible Bonds amounting to Rs. 32.50 Crores i.e., @ of Rs. 302.33 per share.

Consequently, the Company''s Equity Share Capital comprising of 35,06,510 Equity Shares of Rs. 10 each (fully paid up), before giving the impact of the Scheme has become 33,28,944 Equity Shares of Rs. 10 each (fully paid-up).

DIvIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.50 per Equity Share of Rs. 10/- each (15%) on the reorganized Equity Share Capital of Rs. 332.89 Lacs for the fnancial year ended 30th September 2012. The dividend outgo will be Rs. 58.03 Lacs (inclusive of dividend tax of 8.10 Lacs).

FINANCIAL RESULTS

The fnancial results of the Company for the period ended 30th September, 2012 are as under:

Rs.Lacs

Proft before Depreciation and Tax 654.24

Proft after Tax 644.22

Surplus brought forward 3676.92

Transfer from Debenture Redemption Reserve 590.17

Amount available for appropriation 4911.31

Appropriation:

Statutory Reserve 902.45

Transferred pursuant to Scheme to JKAGL (net) 399.06

Transfer to General Reserve 32.21

Dividend including Dividend Tax 58.03

Surplus carried to Balance Sheet 519.56

OvERvIEW AND OUTLOOK

Pursuant to the Scheme, the Seed Undertaking of the Company has been demerged and the investment business remains with the Company. The investment business of the Company is dependent upon prevailing economic conditions. It is widely perceived that the tight monetary policy pursued by the Reserve Bank of India for curtaining infationary pressure has impacted economic growth. With easing of the infationary pressure and concern for industrial and economic growth in particular, the coming days may see softening of the monetary policy. This should have positive impact on the capital market leading to better valuations.

DIRECTORS

Shri P.K. Rustagi, who was appointed as a Director of the Company w.e.f. 12th February 2013 in the casual vacancy caused by resignation of Shri S.C. Sethi, pursuant to Section 262 of the Companies Act, 1956 retires at the ensuing Annual General Meeting(AGM). Shri V.K. Sharma who was appointed by the Board as an Additional Director pursuant to Section 260 of the said Act w.e.f. 12th February 2013 will also hold offce as Director upto the date of the ensuing AGM, in terms of Section 260 of the said Act.

The Company has received notices from members pursuant to Section 257 of the said Act proposing candidatures of Shri P.K. Rustagi and of Shri V.K. Sharma for appointment as Directors. The Board recommend their appointments.

The Board also appointed Shri A.K. Kinra as a Director w.e.f. 12th February 2013, in the casual vacancy caused by resignation of Shri J.R.C. Bhandari pursuant to Section 262 of the said Act.

The Board placed on record its deep appreciation for the valuable services and guidance rendered by Shri J.R.C. Bhandari, Shri S.C. Sethi, Shri Sanjeev Kumar Jhunjhunwala, Dr. Raghupati Singhania, Shri Vikrampati Singhania, Shri Sanjay Kumar Khaitan and Shri Bharat Hari Singhania.

MANAGER

Shri S.K. Gupta, Manager of the Company has consented not to draw any remuneration as Manager of the Company w.e.f. 2nd November 2012 i.e., with effect from the date from which the Scheme became effective.

SUBSIDIARY COMPANY

Consequent to transfer of the Seed Undertaking of the Company to the Transferee Company i.e., Florence Alumina Ltd. (name since changed to JKAGL) and reorganisation and allocation of the share capital of the Company as aforesaid, JKAGL has ceased to be a Subsidiary Company.

AUDITORS

M/s Lodha & Co., Chartered Accountants, Auditors of the Company, retire and are eligible for re-appointment. The observations of the Auditors in their report on Accounts read with the relevant notes are self-explanatory.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

i) in the preparation of Annual Accounts, the applicable accounting standards have been followed alongwith Proper explanation relating to material departures;

ii) the accounting policies selected and applied are consistent and judgements 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 fnancial year and of the proft or loss of the Company for that period;

iii) proper and suffcient care has been taken for maintenance of adequate accounting records in accordance

with the provision of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOvERNANCE

Your Company reaffrms its commitment to good Corporate Governance Practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis and Corporate Governance Report and Auditors'' Certifcate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

RISKS AND CONCERNS

The Company is essentially an Investment Company with income mainly from the dividends receivable on investments made by it in other companies. Any adverse fnancial impact on the operations / business of the investee companies may impact the revenue of the Company.

ADEQUACY OF INTERNAL CONTROL SYSTEM:

The Company''s internal control systems and procedures are commensurate with the size of operation and are adequate to ensure -

- Safeguarding its assets and resources against the loss, un-authorized use or disposition.

- Compliance with all statutes and regulatory policies and framework.

- All transactions are authorized, recorded and reported correctly.

CAUTIONARY STATEMENT

The statement in this Report, describing the Company''s outlook, projections, estimates, expectations or predictions may be "Forward-looking Statements" within the meaning of applicable Securities Laws or Regulations. Actual results could differ materially from those expected or implied.

PARTICULARS OF EMPLOYEES

During the period under review, the Company had no employee in the category specifed under Section 217(2A) of the Companies Act, 1956.

INFORMATION PURSUANT TO SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

The requirement of furnishing particulars of energy conservation, technology absorption, etc. is not applicable to the Company. There has been no foreign exchange earnings or outgo during the year.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation to the Shareholders, Banks, Employees and various Government agencies for their co-operation and support.

On behalf of the Board

New Delhi

15th May, 2013 A.K. Kinra PK. Rustagi

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Sep 30, 2009

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the eighteen months period ended 30th September, 2009.

OPERATIONS

The financial year of the Company was extended by six months thus covering eighteen months period ended 30th September, 2009. The turnover during the period was Rs. 151,27 crores. Due to adverse climatic conditions during the period there was an operating loss of Rs. 72 lacs and the Loss before Tax was Rs. 7.35 crores.

This eighteen months period comprised of two major Khariff selling seasons and one Rabi (winter) & summer season. Whilst both the rainy (Khariff) seasons were marked with fluctuating climatic conditions, the major agricultural areas in the country witnessed one of the worst droughts during Khariff, 2009, This resulted in sharp decline of sowing of major cereal crops viz. Rice, Bajra etc. Even though there was reduction in the off take of cereal crops, the Company was able to maintain a modest growth by increasing sales of other crops viz. Maize & Bt Cotton. The profitability was however affected due to resultant build up of inventories and obsolescence losses.

The recently released Maize and Bajra hybrids are delivering promising yields across the country. The Company has also launched several new hybrids in vegetable crops viz. Tomato, Chilli, Bhendi & Brinjal.

The Company has entered the energy crop sector through development of hybrids in Sweet Sorghum which are gaining acceptance and good response from farmers as also from industry.

RESEARCH AND DEVELOPMENT

The Company lays great emphasis on R&D programs. It has successfully integrated plant breeding and biotechnology based research techniques to develop superior hybrids, suitable for various markets and agro climatic segments across various geographies.

The Company focuses its research efforts on some of the major market segments which require superior products in its mandate crops. Even though your Company has the distinction of being the first Indian Company to commercialise indigenously developed

Bt Cotton technology, it faces major challenges due to delay in deregulation of the second generation stacked gene Bt Cotton technology. With a view to increase the presence in the markets, the Company has developed collaborative linkages for accessing latest technology not only with several national and international institutes, but also with some of the major agri-biotech global players. This would enable the Company to incorporate latest technology traits in its present and newly developed products to fulfill the changing needs of the farmer and end consumers alike,

RESTRUCTURING

A Scheme of Arrangement and Demerger (Scheme) between JK Agri Genetics Ltd. and Florence Alumina Ltd. has been filed in the Honble High Court at Calcutta for sanction thereof pursuant to Sections 391 -394 of the Companies Act, 1956. The Scheme envisages transfer of Seed undertaking of the Company to Florence Alumina Ltd. with effect from the Appointed Date i.e., 1 st April 2005. The Scheme was approved by the requisite majority of the equity shareholders of the said two Companies at their respective meetings held on 13th September 2006 at Kolkata under the directions of the said Court. However the impact of the Scheme will be given in the accounts only after the Scheme is sanctioned and becomes effective pursuant to Sections 391-394 of the Companies Act, 1956.

DIRECTORS

Shri Sanjay Kumar Khaitan and Shri Sanjeev Kumar Jhunjhunwala retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

SUBSIDIARY COMPANY

The particulars required under the provisions of the Companies Act, 1956 in respect of the subsidiary Company are appended.

AUDITORS

M/s Lodha & Co., Chartered Accountants, Auditors of the Company, retire and are eligible for reappointment. The observations of the Auditors in their report on

Accounts read with the relevant notes are self- explanatory.

PARTICULARS OF EMPLOYEES

Particulars of employees required under Section 21 7 (2A) of the Companies Act, 1956 are given in the enclosed statement forming part of the Report. However, as per the provisions of Section 219 (1) (b) (IV) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding aforesaid information. Any shareholder interested in obtaining such particulars may write to the Secretary at the Companys New Delhi address.

CORPORATE GOVERNANCE

Your Company reaffirms its commitment to good corporate governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

i) in the preparation of Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

ii) 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 or loss of the Company for that period;

iii) proper and sufficient care has been taken for 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; and

iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the continued support and co-operation received from our valued

Customers, Dealers, Suppliers, Shareholders, Banks and various Central and State Government Agencies.

Your Directors also acknowledge and appreciate the commitment and dedication of the employees at all levels.

On behalf of the Board

Date: 28th November, 2009 Bharat Hari Singhania New Delhi Chairman