Subsidiaries of Excel Industries Limited ANNUAL REPORT

Transcription

1 Subsidiaries of Excel Industries Limited ANNUAL REPORT

2 EXCEL INDUSTRIES LIMITED SUBSIDIARY COMPANIES C O N T E N T S KAMALJYOT INVESTMENTS LIMITED 3-30 EXCEL BIO RESOURCES LIMITED Kamaljyot - Secy New.indd 1 7/20/ :41:54 AM

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4 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC DIRECTORS REPORT To The Members, Your Directors have pleasure in presenting the 34thAnnual Report together with the audited financial statements of the Company for the year ended 31st March, FINANCIAL RESULTS ` ` Earnings before interest, tax, depreciation and amortization (EBITDA) 13,072,753 15,597,571 Less: Interest paid 10,541 2,967,930 Profit before exceptional item and tax (A) 13,062,212 12,629,641 Profit on sale of long term investment 223,762,270 Profit before tax (B) 13,062, ,391,911 Tax expenses: Current tax 347,000 48,384,000 Tax Adjustments for earlier years 82,805 Total tax expense (C) 347,000 48,466,805 Profit after tax for the year (B-C) 12,715, ,925,106 OPERATIONS The Company s principal activities are financing and investment holding. The book value of the Company s portfolio in Non-current investments, as on 31st March, 2018, was ` 131,302,752 (Previous Year: ` 123,722,983). The market value of the quoted investments was ` 1,016,484,256 as against ` 516,723,922 in the previous year. InvestmentS Long Term During the year, the Company has made the long-term investment in equity shares having carrying value of Rs. 7,512,537. Sale of Investment During the year, the Company has not sold any long-term and short-term investments under review. Material Changes Affecting the Company There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. There has been no changes in the nature of business of the company. DIVIDEND No dividend has been recommended for the year under review. 3 Kamaljyot - Secy New.indd 3 7/20/ :41:54 AM

5 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC STATUTORY AUDITORS At the 33rd Annual General Meeting of the Company held on 01st August, 2017, the members of the Company had approved the appointment of M/s. CNK & Associates LLP, Chartered Accountants, as Statutory Auditors for a period of five consecutive years from the conclusion of the 33rd annual general meeting until the conclusion of the 38th annual general meeting, subject to ratification of such appointment by the members at every annual general meeting, in pursuance of the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, However, vide the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018, the requirement for seeking ratification of appointment of the auditors (appointed for five year term) at every annual general meeting has been omitted. This amendment has come into effect on 7th May, In view of this amendment, the ratification of the appointment of the auditors is not necessary. Directors Mr. Ashwin C Shroff, the Director of the Company, retires by rotation and being eligible offers himself for re-appointment. The Director is not disqualified for appointment/re-appointment under section 164 of the Companies Act, Particulars of Loans, Guarantees and Investments Your Company has placed inter corporate deposits of ` 70 Lakh with TML Industries Limited during the financial year Particulars of Contracts or Arrangements Made With Related Parties All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm s length basis. There were no transactions with related parties which could be considered material by the Board. Number of Meetings of the Board During the FY five meetings of the Board of Directors were held. Risk Management There are no risks which in the opinion of the Board threaten the existence of the Company. Internal Financial Controls The Company has adequate systems of internal financial controls to safeguard and protect its assets from unauthorized use or misappropriation. All the financial transactions are properly authorized, recorded and reported to the Management. The Company follows all the applicable Accounting Standards for proper maintenance of books of accounts for financial reporting. Directors Responsibility Statement In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they have prepared the annual accounts on a going concern basis; and 4 Kamaljyot - Secy New.indd 4 7/20/ :41:54 AM

6 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC (e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; (f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Subsidiaries, Joint Ventures and Associate Companies The Company does not have any subsidiaries, Joint ventures or Associate Companies. Fixed Deposits The Company has not accepted Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, Reserve Bank of India Directions The Company has complied with the provisions of Non-Banking Financial Companies (Reserve Bank of India) Directions, 1977, as amended from time to time. Extract of Annual Return Pursuant to provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, extract of Annual Return in Form MGT 9 is set out in Annexure I forming part of this Report. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo The Company is not engaged in any manufacturing activities, hence, Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the Company. Material orders passed by the Regulatory Authorities or Court/material changes or commitments There are no significant material order passed by the regulators/courts which can impact the going concern status of the Company and its future operations. There are no material changes or commitments occurring after 31st March, 2018 which may affect the financial position of the Company. Particulars of Employees No details as required under the provisions of Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014, are given, as the Company has no employees. Explanation or Comments by the Board on Every Qualification, Reservation or Adverse Remark or Disclaimer Made The report of Statutory Auditors is free from any qualification, reservation or adverse remark or disclaimer. By Order of the Board of Directors Place : Mumbai Date : 23rd May, 2018 Ashwin C. SHROFF Chairman Din: Kamaljyot - Secy New.indd 5 7/20/ :41:54 AM

7 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC ANNEXURE I TO DIRECTORS REPORT EXTRACT OF ANNUAL RETURN As on financial year ended on 31 st March, 2018 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: CIN : U65990MH1983PLC Registration Date : 09/08/1983 Name of the Company : Kamaljyot Investments Limited Category of the Company : Company limited by shares Sub-Category of the Company : Indian Non-Government Company Address of the Registered office and contact details : , Swami Vivekanand Road, Jogeshwari (West), Mumbai , Maharashtra surendra.singhvi@excelind.com Whether listed company : No Name, Address and Contact details of Registrar and Transfer Agent, if any: : Nil II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated:- Sr. No. Name and Description of main products/services NIC Code of the Product/ service % to total turnover of the Company 1 Investment in Securities III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. No. Name and address of the Company CIN Holding/subsidiary/ associate % of shares held Applicable section 1 Excel Industries Limited , Swami Vivekanand Road, Jogeshwari (West), Mumbai , Maharashtra L24200MH1960PLC Holding 100 2(46) 6 Kamaljyot - Secy New.indd 6 7/20/ :41:54 AM

8 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Shareholding Category of Shareholders A. Promoters (1) Indian No. of Shares held at the beginning of the year Demat Physical Total % of Total Shares No. of Shares held at the end of the year % Change Demat Physical Total % of Total Shares during the year a) Individual/HUF b) Central Govt c) State Govt(s) d) Bodies Corp. 1,99,982 1,99, ,99,982 1,99, Nil e) Banks/FI f) Any other Sub-total(A)(1): 1,99,982 1,99, ,99,982 1,99, Nil (2) Foreign Sub-total (A)(2): Total shareholding of Promoter (A) = (A)(1)+(A)(2) 1,99,982 1,99, ,99,982 1,99, Nil B. Public Shareholding (1) Institutions Sub-total (B)(1): (2) Non-Institutions Sub-total (B)(2): Total Public Shareholding (B)=(B)(1)+(B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 1,99,982 1,99, ,99,982 1,99, Nil ii. Shareholding of Promoters Sr. No. Shareholder s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding No. of % of total No. of % of total during the Shares Shares of the Shares Shares of the year Company Company % of Shares Pledged/ encumbered to total shares % of Shares Pledged/ encumbered to total shares 1 Excel Industries Limited 1,99, Nil 1,99, Nil Nil Total 1,99, Nil 1,99, Nil Nil iii. iv. Change in Promoters Shareholding (please specify, if there is no change): There is no change in promoters holding. Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) The Company is wholly owned Subsidiary of Excel Industries Limited. 7 Kamaljyot - Secy New.indd 7 7/20/2018 5:07:54 PM

9 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC v. Shareholding of Directors and Key managerial Personnel: Sr. No. Name of the Share Holder 1 Mr. Ashwin C Shroff jointly with Excel Industries Limited 2 Mrs.Usha A. Shroff Jointly with Excel Industries Limited 3 Mr. Ravi Shroff Jointly with Excel Industries Limited Shareholding at the beginning of the year No. of shares % of total shares of the Company Shareholding at the end of the year No. of shares % of total shares of the Company V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director and Whole-time Directors: NIL B. Remuneration to other Director: NIL C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: NIL VI. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of offences during the year ended 31st March, 2018 By Order of the Board of Directors Place : Mumbai Date : 23 rd May, 2018 ASHWIN C. SHROFF Chairman Din: Kamaljyot - Secy New.indd 8 7/20/ :41:54 AM

10 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC INDEPENDENT AUDITOR S REPORT TO THE MEMBERS OF KAMALJYOT INVESTMENTS LIMITED Report on the Financial Statements We have audited the accompanying financial statements of Kamaljyot Investments Limited ( the Company ), which comprise the Balance Sheet as at March 31, 2018 the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India as specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018 and its profit and its cash flows for the year ended on that date. 9 Kamaljyot - Secy New.indd 9 7/20/ :41:54 AM

11 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 2016 ( the Order ) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A a statement on the matters specified in paragraph 3 and 4 of the Order, to the extent applicable. 2. As required by Section 143(3) of the Act, we report that: (a) we have sought all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; (c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account; (d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; (e) On the basis of written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act; (f) with respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, we give our separate Report in Annexure B ; and (g) with respect to other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigations which would impact its financial position; ii. The Company did not have any long term contracts, including derivative contracts for which there were any material foreseeable losses; iii. During the year under audit, the Company was not required to transfer any amount to Investor Education and Protection Fund. iv. The Disclosure requirements relating to holding as well as dealings in specified bank notes were applicable for the period from 8 th November, 2016 to 30 th December, 2016 which are not relevant to theses financial statements. Hence, reporting under this clause is not applicable. For C N K & Associates LLP Chartered Accountants Firm Registration No.: W/W Vijay Mehta Partner Membership No.: Place : Mumbai Date : May 23, Kamaljyot - Secy New.indd 10 7/20/ :41:54 AM

12 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC Annexure A to the Independent Auditor s Report The Annexure referred to in our Independent Auditors Report to the members of the Company on the financial statements for the year ended March 31, 2018, we report that: i) The Company does not have any fixed assets during the year and accordingly paragraphs 3(i)(a), 3(i)(b), and 3(i)(c) of the order in respect of maintenance of records for fixed assets, physical verification and title deeds of fixed assets are not applicable to the Ccompany. ii) As explained to us, the Company was not holding any inventory during the year and accordingly paragraph 3(ii) of the order is not applicable to the Company. iii) The Company has granted unsecured loan to the Company covered in the register maintained under Section 189 of the Companies Act, 2013 ( the Act ): a. In our opinion, the rate of interest and other terms and the conditions on which the loan had been granted to the Company listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the company; b. In case of the loan granted to the Company, listed in the register maintained under Section 189 of the Act, the borrowers have been regular in the payment of principal and interest stipulated; c. There are no overdue amounts in respect of the loan granted to the Company listed in the register maintained under Section 189 of the Act. iv) In our opinion and as explained to us, the Company has not granted any loans or given any guarantee or provided any security in connection with any loan to directors or to any other person in whom directors are interested under Section 185; The Company being a Non-Banking Financial Company engaged in the business of financing, provision of Section 186 of the Companies Act, 2013 is not applicable. v) In our opinion and as explained to us, the Company being Non-Banking Financial Company, provisions of Section 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014 and other relevant provisions of the Companies Act are not applicable. vi) According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of Section 148 of Companies Act, vii) a. According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, as may be applicable. There are no undisputed statutory dues outstanding as at 31st March 2018, for a period of more than six months from the date they became payable; b. According to the records of the Company, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, which have not been deposited on account of disputes. viii) Based on the information and explanations given to us and also according to the records of the Company, the Company does not have any borrowings from financial institutions or banks or by way of debentures. ix) The Company did not raise any money by way of Initial Public Offer or Further Public Offer (Including debt instruments) during the year. In our opinion and according to the information and explanations given to us, money raised by way of term loan have been applied for the purpose for which they were obtained. 11 Kamaljyot - Secy New.indd 11 7/20/ :41:54 AM

13 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year. xi) According to the information and explanations given to us, the Company has not paid or provided for any managerial remuneration during the year. Accordingly, paragraph 3(xi) of the order is not applicable to the Company. xii) In our opinion the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the order is not applicable to the Company. xiii) In our opinion and according to the information and explanations given to us, all the transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and appropriate details have been disclosed in the financial statements as required by the applicable accounting standard. xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Accordingly, paragraph 3(xiv) of the order is not applicable to the Company. xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the order is not applicable to the Company. xvi) In our opinion and according to the information and explanations given to us, the Company has obtained Certificate of registration required under Section 45-IA of the Reserve Bank of India Act, For C N K & Associates LLP Chartered Accountants Firm Registration No.: W/W Vijay Mehta Partner Membership No.: Place : Mumbai Date : May 23, Kamaljyot - Secy New.indd 12 7/20/ :41:54 AM

14 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC Annexure B to the Independent Auditor S Report The Annexure referred to in our Independent Auditor s Report to the members of the Company on the financial statements for the year ended March 31, Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ( the Act ) We have audited the internal financial controls with reference to financial statements of Kamaljyot Investments Limited ( the Company ) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management s Responsibility for Internal Financial Controls The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements established by the Company considering the essential components of internal controls stated in the guidance note on audit of internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, Auditors Responsibility Our responsibility is to express an opinion on the Company s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the guidance note on audit of internal financial control over financial reporting (the Guidance Note ) and the Standards on auditing specified under Section 143 (10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company s internal financial controls with reference to financial statements. Meaning of Internal Financial Controls with reference to Financial Statements A company s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company s internal financial controls with reference to financial statements includes those policies and procedures that : (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; 13 Kamaljyot - Secy New.indd 13 7/20/ :41:54 AM

15 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls with reference to Financial Statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In Our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2018 based on, the internal control with reference to financial statements established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. FOR C N K & Associates LLP Chartered Accountants Firm Registration No.: W/W Vijay Mehta Partner Membership No.: Place : Mumbai Date : May 23, Kamaljyot - Secy New.indd 14 7/20/ :41:54 AM

16 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC Independent Auditor s Report To the Board of Directors of Kamaljyot Investments Limited On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under: 1. The Company is engaged in the business of non-banking financial institution and has obtained a Certificate of Registration (CoR) from the Reserve Bank of India (Bank). 2. In our opinion, the Company is entitled to continue to hold such CoR in terms of its asset/income pattern as on March 31, The Board of Directors has passed a resolution for non-acceptance of any public deposits. 4. The Company has not accepted any public deposits for the Financial Year The Directions under Chapter IV, Paragraph 68, and Chapter V of Master Directions - Non-Banking Financial Company - Non Systematically Important Non Deposit taking Company (Reserve Bank) Directions, 2016 issued by the Reserve Bank of India on September 1, 2016 and as updated on February 23, 2018, is not applicable to Kamaljyot Investments Limited ( the company ) since it has not accessed any public Funds and do not have any customer Interface. Hence, in our opinion the company need not comply with the prudential norms relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable in terms of Non-Banking Financial Company Non Systematically Important Non Deposit taking Company (Reserve Bank) Directions, FoR and on behalf of CNK & Associates LLP Chartered Accountants Firm Registration No.: W/W Vijay Mehta Partner Membership No.: Place : Mumbai Date : May 23, Kamaljyot - Secy New.indd 15 7/20/ :41:54 AM

17 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC BALANCE SHEET AS AT MARCH 31, 2018 Particulars Notes No. March 31, 2018 March 31, 2017 Equity and liabilities Shareholders Funds Share Capital 3 19,998,200 19,998,200 Reserves and Surplus 4 234,450, ,735, ,448, ,733,338 Current Liabilities Other Current Liabilities 5 131, ,828 Short Term Provisions 6 159,032 5,520, ,450 5,706,731 TOTAL 254,739, ,440,069 ASSETS Non-Current Assets Non-Current Investments 7 131,302, ,722,983 Long-Term Loans and Advances 8 55, ,358, ,722,983 Current Assets Current investments 9 90,558, ,347,641 Cash and cash equivalents 10 25,503, ,049 Short Term loans and advances 11 7,000,000 7,000,000 Other current assets , , ,380, ,717,086 TOTAL 254,739, ,440,069 Summary of significant accounting policies and notes to financials 2 to 25 The accompanying notes are an integral part of the financial statements. As per our report of even date. For and on behalf of C N K & Associates LLP Chartered Accountants Firm Registration No. : W/W vijay mehta Partner Membership No. : Mumbai, Date: May 23, For and on behalf of the Board of Directors of Kamaljyot Investments Limited ASHWIN C. Shroff Director DIN: RAVI A. Shroff Director DIN: Mumbai, Date: May 23, USHA A. Shroff Director DIN: Kamaljyot Accounts.indd 16 7/20/ :44:09 AM

18 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC Statement of Profit and Loss FOR THE YEAR ENDED MARCH 31, 2018 Particulars Notes No. Year ended March 31, 2018 Year ended March 31, 2017 INCOME Revenue from Operations 13 1,194,044 2,351,050 Other Income 14 13,932,567 13,763,879 Total Revenue (I) 15,126,611 16,114,929 Expenses Other Expenses 15 2,053, ,358 Total Expenses (II) 2,053, ,358 Earnings before interest, tax, depreciation and amortisation (EBITDA) (I)-(II) 13,072,753 15,597,571 Depreciation Interest 10,541 2,967,930 Profit before exceptional item and tax 13,062,212 12,629,641 Profit on sale of long term investment 223,762,270 Profit before tax 13,062, ,391,911 Tax Expense Current tax 347,000 48,384,000 Tax Adjustments for earlier years 82,805 Total Tax Expense 347,000 48,466,805 Profit after tax 12,715, ,925,106 Earnings per equity share [nominal value of share ` 100 (Previous Year: ` 100)] Basic & diluted (in `) Summary of significant accounting policies and notes to financials 2 to 25 The accompanying notes are an integral part of the financial statements. As per our report of even date. For and on behalf of C N K & Associates LLP Chartered Accountants Firm Registration No. : W/W vijay mehta Partner Membership No. : Mumbai, Date: May 23, For and on behalf of the Board of Directors of Kamaljyot Investments Limited ASHWIN C. Shroff Director DIN: RAVI A. Shroff Director DIN: Mumbai, Date: May 23, USHA A. Shroff Director DIN: Kamaljyot Accounts.indd 17 7/20/ :44:09 AM

19 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2018 Particulars For the year ended March 31, 2018 For the year ended March 31, 2017 A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax and Extraordinary Items 13,062,212 12,629,640 Adjustments for: Adjustments to the carrying amount of investments (67,231) (118,078) Contingent Provision for Standard Assets (17,500) 17,500 Loss on sale of Investments (Net) Profit on sale of Investments (Net) (2,582,709) (274,450) Contingency provision written-back Reversals and write backs (75,802) Income Tax Refund Received 646,855 Interest paid 2,003,425 Interest received (1,194,044) (2,351,050) Dividend received (11,189,325) (12,517,101) Unrealised gain/(loss) on mutual funds 950,173 (781,456) (13,529,583) (14,021,210) Operating Profit/(Loss) before working capital changes (467,371) (1,391,570) Adjustments for: (Increase)/Decrease in Other Current Assets 16,001 (9,926) Increase/(Decrease) in Other liabilities (54,410) 50,444 (38,409) 40,518 Cash generated from Operations (505,780) (1,351,052) Direct taxes paid (Net) (5,669,314) (42,882,646) Net cash from/(used in) Operating Activities (A) (6,175,092) (44,233,696) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Long-term Investments (7,512,537) (14,998,414) Purchase of Current Investments (18,997,011) (116,060,439) Sale of Long-term Investments 269,851,100 Sale of Current Investments 45,416,902 2,424,450 Interest income 1,194,044 2,351,050 Inter-corporate Deposits (given)/returned Dividend received 11,189,325 12,517,101 Net cash from/(used in) Investing Activities (B) 31,290, ,084,848 C. CASH FLOW FROM FINANCING ACTIVITIES Repayment of borrowings (114,000,000) Interest paid 0.30 (2,003,425) Net cash from/(used in) Financing Activities (C) (116,003,425) Net increase in cash and cash equivalents [A+B+C] 25,115,631 (4,152,273) Cash and cash equivalents at the beginning of the year (Refer note 12) 388,049 4,540,322 Cash and cash equivalents at the end of the year( Refer note 12) 25,503, ,049 As per our report of even date. For and on behalf of C N K & Associates LLP Chartered Accountants Firm Registration No. : W/W vijay mehta Partner Membership No. : Mumbai, Date: May 23, For and on behalf of the Board of Directors of Kamaljyot Investments Limited ASHWIN C. Shroff Director DIN: RAVI A. Shroff Director DIN: Mumbai, Date: May 23, USHA A. Shroff Director DIN: Kamaljyot Accounts.indd 18 7/20/ :44:09 AM

20 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC Notes to Financial Statements for the year ended MARCH 31, Company background Kamaljyot Investments Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act. It is primarily engaged in activities of Investment Holding and Financing. The Company received the Certificate of Registration on February 26, 1998 from Department of non-banking supervision (DNBS) of Reserve Bank of India (RBI) to commence/carry on the business of non-banking financial institution. 2. Basis of preparation These Financial statements are prepared in accordance with Generally Accepted Accounting Principles in India (Indian GAAP) under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ( Act ) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and Reserve Bank of India Regulations in relation to Non-Banking Finance Companies to the extent applicable to the company. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year except for the change in accounting policy explained below. 2.1 Summary of Significant Accounting Policies (a) (b) Use of estimates The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the end of the reporting period. Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods. Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized: Dividend income is recognized when the Company s right to receive dividend is established by the reporting date. Interest income is recognized on accrual basis and based on time proportion, taking into account the amount outstanding and the rate applicable. Gains and losses on sale of securities are recognized on trade date basis. Gains and losses on sale of securities are determined based on the weighted average cost method of accounting. (c) Investments Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments. On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares or other securities, the acquisition cost is the fair value of the securities issued. Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments, determined separately for each investment. Such diminution or reversal thereof are charged or credited to Statement of Profit and Loss. On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss. 19 Kamaljyot Accounts.indd 19 7/20/ :44:10 AM

21 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC Notes to Financial Statements for the year ended MARCH 31, Summary of Significant Accounting Policies (Contd.) (d) (e) (f) Option Derivatives All derivatives are measured using the mark-to-market principle with the resulting gains/losses thereon being recorded in the statement of profit and loss. For derivatives which are outstanding as on the reporting date, the Company adopts a conservative approach and ignores the anticipated profit on such transactions and no credit is taken in the statement of profit and loss. The investments made in Liquid BeEs are pledged as Margin for trading in Futures and Option Segment of NSE Nifty index. On the final settlement or squaring up of contracts for equity index/stock futures, the profit or loss is calculated as difference between settlement/squared up price and contract price and disclosed in the statement of profit and loss under the head profit/ loss on securities. Nifty Index/ Stock Option Premium Account represents the premium paid or received for buying or selling the options, respectively. Earnings Per Share Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Income taxes Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit and loss. Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date. Deferred income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit and loss. Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as MAT Credit Entitlement. The company reviews the MAT credit entitlement asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal tax during the specified period. 20 Kamaljyot Accounts.indd 20 7/20/ :44:10 AM

22 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC Notes to Financial Statements for the year ended MARCH 31, Summary of Significant Accounting Policies (Contd.) (g) (h) (i) (j) Provisions A provision is recognized when the Company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which, a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Cash and cash equivalents Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less. Contingent liabilities A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the financial statements. Measurement of EBITDA The Company has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The Company measures EBITDA on the basis of profit/(loss) from continuing operations. In its measurement, the company does not include depreciation and amortization expense, finance costs and tax expense. 21 Kamaljyot Accounts.indd 21 7/20/ :44:10 AM

23 KAMALJYOT INVESTMENTS LIMITED CIN: U65990MH1983PLC Notes to Financial Statements for the year ended MARCH 31, SHARE CAPITAL Particulars AUTHORISED SHARES March 31, 2018 March 31, ,982 (Previous Year: 499,982) Equity Shares of ` 100/- each 49,998,200 49,998, (Previous Year: 18) Redeemable Preference Shares of ` 100/- each 1,800 1,800 50,000,000 50,000,000 ISSUED, SUBSCRIBED AND FULLY PAID SHARES 199,982 (Previous Year: 199,982) Equity Shares of ` 100/- each 19,998,200 19,998,200 19,998,200 19,998,200 (a) Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting period March 31, 2018 March 31, 2017 Nos. (` ) Nos. At the beginning of the period 199,982 19,998, ,982 19,998,200 Add : Issued during the period Outstanding at the end of the period 199,982 19,998, ,982 19,998,200 (b) Terms/Rights attached to Equity Shares The company has only one class of equity shares having par value of ` 100/- per share. Each equity share carries one vote and is entitled to dividend that may be declared by the Board of Directors, which is subject to the approval of the shareholders in the Annual General Meeting. 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) Shares held by Holding Company March 31, 2018 March 31, 2017 Nos. % holding Nos. % holding Excel Industries Limited and its Nominees 199, % 199, % (d) Details of Shareholders holding more than 5% shares in the Company March 31, 2018 March 31, 2017 Nos. % holding Nos. % holding Equity shares of ` 100/- each fully paid Excel Industries Limited and its Nominees 199, % 199, % 22 Kamaljyot Accounts.indd 22 7/20/ :44:10 AM