BENGAL & ASSAM COMPANY LIMITEDSecretarial Deptt. : 'Gulab Bhawan', 3'Floor, 5A, Bahadur Shah Zafar Marg, New Delhi - 110 OO2

Telephone: 01 1 - 30179888, 30779899, Fax: 0tt-23239475

BACL:SECTL:SE:1930th May,2019

Throuqh BSE Listinq Centre

BSE LimitedDepartment of Corporate Services25th Floor, P.J. TowersDalal StreetMumbai- 400 001

quarter/financial year ended 3lstMarch, 2019

CIN : L57120WB1947PLC221N2, Website : www.bengalassam.com, E-mail :

Regd. Office : Z Council House Sheet, Kolkata, West Bengal - 700 001Telephone 2033 - 22486181, / 22487084, Fax : 033 - 2248164l

Security Code: 533095

Dear Sir/Madam,

Re: Outcome of Board Meetino held on 30th Mav, 2019

i. We have to inform you that pursuant to Regulation 30 & 33 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations,2015, the Board at its Meeting

held today, which commenced at 3,30 P.M. and concluded at 6.35 P.M. have inter alia,

considered and approved the Audited Financial Results (Standalone and Consolidated)of the Company tbi tne Quarter/Financial Year ended 31't March, 2019 giving impact ofthe Scheme of Arrangement between Florence lnvestech Limited ('Florence'), BMF

tnvestments Limited (BMF), J.K. Fenner (lndia) Limited (FlL), with Bengal & Assam

Company Limited ("the Transferee Company") and their respective Shareholders for (a)

Amaigamation of Florence and BMF with the Transferee Company and (b) Exchange ofshare! of FIL for shares of the Transferee Company at the option of shareholders of FIL

(other than the Transferee Company itself), from the appointed date i.e. 1't April, 2017.

Z. As already informed, the said Scheme , sanctioned by. the Hon'ble Benches ofNCLT, Kolkata & Chennai vide respective Orders dated sth November, 2018 and

3'd May, 2019 has become effective on 24th May, 2019,upon filing of the certified copies

of the iaid orders by the said companies with the respective Registrar of Companies on

the said date.

3. The Board of Directors have also recommended a Dividend of Rs. 10/- per equity

share (1OO%) for the Financial Year ended 31't March, 2019.

4. The Said Dividend, if declared by the Members at the ensuing Annual General

Meeting (AGM) will be credited /dispatched within three weeks of the said meeting.

5. ln this connection we enclose herewith the followings:

(i) Audited Financial Results (Standalone and Consolidated) for the quarter/financialyear ended 31't March, 2019.

(ii) Auditors Report on the Audited Financial Results - (Standalone and

Consolidated).

6. The Reports of the Auditors are with unmodified opinion with respect to theAudited Financial Results both Standalone and Consolidated of the Company for the

BENGAL & ASSAM COMPANY TIMITEDSecretarial Deptl : 'Gulab Bhawan',3'Floor, 6A, Bahadur Shah Zafar Mar& New Delhi - 110 002

Telephone 011 - 30179888, m79899, Fax 071-23739475

7. The results are also being published in the newspapers, in the prescribed format,as per the requirement of Listing Regulations.

Thanking you,Yours faithfully,

For Bengal & pany Limited

mar Swain)Company Secretary

Encl: a.a.

CIN : L67120W81947PLC221.4A2, Website: www.bengalassam.com, E-mail : dswain@jkmail.comRegd. Office : 7, Cotrncil House Street, Kolkata, West Bengal - 200 001

Telephone :033 - 2248618't, / 224f;7084, Fax : 033 - 22481641

SIATEMENI OF ASSETS A

(t/Lacs) (t/Lacs)

Sbndalone Standalone Consolidated StandaloneYear Ended

Ouaner Ended sL. PARTICULARS Year Ended Year Ended sL. Year Ended

31.O3.19 3t-03.1 I 31. t2.1t NO. 31.03.19 31.03.16 31.O3.19 3t.o3.lE NO. PARTICULARS 31.03.'t9 t1.03.18 31.03.19 31.0J.1C

Audil€d Audited Audited Audited Audited Audited (Audited) (Audited)

3,742.78 841.E2 365.25 la) Revenue faom orerations 6.841.28 1.215.22 12.50,533.77 1.52,372.13 t. EOUITY & LIABILITIES

Less: Excise Duty t.550.84 tllE03.64

325.9,r

868 363.7A2.7A 8'.1.E2 365.25 Net Revenue from operations 6.844 28 1.215.22 't2,50,533 77 1.50,82',t.55 (a) Share Capital 803.68

148.45 145.83 't43.73 Olhcr lncome 580.04 592.82 8,246.1 3 3,683.78 (b) Share Ceoital Susrnse 325.94

3,93 t.23 987.65 508.98 Tohl (11 7,121.32 4,108.0,t 12,58,779.90 1,54,s05.33 (c) Reserves ll Surplus 65,710.44 38.697 48

39,565.E42 Ex@nses

66,E40.06

88.83 19.71 61.63 Benefns 251.91 191.06 1.12.290.63 11,2$.20 t2l Mioority lnlered 1,30,221.47 't4.652.36

(b) Cost of Materials Consumed 7,63,638.29 1,00,484.32 (3)

74,065.60 3,896.99 33.8't6.67 6,650.00 3,86,01 1.84

1 2m80rdl al.rs.selDderse in lnvenlodes (30.876.48) (847 03) Ib) Defefid Tax Liabilities (Nel) 6,1.552.36

2 135 24 246.21 218.08 l.\ Fin.n.. Costs 2 850 19 1 3ft.11 56,949.92 4 lSO 37 lc) Oher Lono tem Liebilities 181.5r 171.54 4.874.73

7S 955 8.09 30.03 30 43 36 858 77 4,rs 16 1 16.s8 98 91 8,336.27

1 00.00 (o) Donalion 1 00.00 1 00.00 1.054.76 362.73 34,09{.76 6.923.a5 4,83,779.20 27,M3.23

1 06.42 120.06 39.34 lh) Gher Ex@nses 257 Aa 320.52 1,96,623.33 20.280 90 l4t Curenl Liabililies

2,336.05 565.55 32f.14 Total (2) 3.490.M 1.968.12 12,10,604.82 1,43,732.6i1 (a) 12.000.00 2,19,E52.51 7.560.58

1,593.10 122.09 181.84 3 Profil before Erceptional & ErtEordinary ltems & Tax (1-2) 3,936.2E 2,a39.92 ia8,175.0t 10,772.69

9.000.00 Tolal odsandim dues ol Miqo and Small Enterpai*s 2,118.31

1,593.18 422.09 I81.E1 5 3,934.28 2.E39.92 39,1r5.08 10,772.69

- Tdal oddsnding d6 of c.edilo6 olherthan Mi@ andSmall Enterprises 'l.75.923.95 8.616.00

27 lO 115 00) 3.70 6 62.20 10 085.43 3,104.77 Oher ilrent liabilities 9.771.20 6.139 11 1,33,740.15 16 510 28

1.62 (26.50) t4 $) Defetred Tax $.12\ (30.8n 5.780.36 54 4t (d) 2.36 192 35 460.30 1.975.3S

1.42 - ln@me Tax Adjustmeils earlior yea6 (Net) 142 15.17 (13.92) 14.18 21,773.56 6,1{1.03 5,67,t55.2E 3,1,652.25

- MAT dedit Entillement (2.138 88) (ss.26) TOTAL. EOUITY & LIABILITIES 1,22,708.38 52.630.32 2,77,5E9.55

1.s62.t4 463.59 182.r0 7 After tax 3,E79.08 2.855.62 25,462.0S 7,69,1.59 lt. ASSETS

I E(mordanary tlems (Net of Tax Expenses) (1) Godill on @nsolrdation of Subsidiaries 2.U1.33

{63.5S 1a2.70 I Net Profit for the Eriod l7{l 3.879.08 2,855.62 25,i162.09 7.694.59 t2l

10 Minorily lntered 8.849.28 622.33 (a)

11 3.E79.06 2.C55.52 15,612.E1 7.072-25 2,632.91 1 ,703.27 5.43.862.1 3 36.644.98

12 1 8.1 99.73 1 3,01 3.89 (ii) lntangible assets 25,722.90 120.08

13 LessrDere@nition bv subsidiary of share in prcf( of a as$ciate (iii) Capital wort-in-progress 225.67 28.009.42 1,124.51

11 3,679.08 2.E55.62 u,a12.sl 20,065.15 (iv) lnlanoide a$s underdevelopment 676.16

803.68 868.36 15 Paid uo Equily Share C8pital (Fae Value of a10/- per share) 803.68 868.36 803.68 868.36 (b) Defered Tex Assets (Nel) 5,1.33 43.93

325.94 Share Caoital Suspense 325 94 325 94 p) 1 15 092 81 45.007.82 1.63.699.67 1,98,230.06

11 65710 44 38697 48 2.7A.682.37 200463.35 rd) Lonofem loans and advanes 3,16.52 1,385.88 11,336.55 4 497 10

18 Eamirc Fr share G} (Fae valre of ll0/- per shaE) (e) Oher non-ilrenl ags 5.035.07 11.62

13.E4 5.34 2.10 34.34 32.89 308.1 8 230 41,18,356.57 9,08,341.90 2,40,634.58

13.65 5.3,{ 2.10 Diluted (Not Annualised) 33.89 32.89 308.18 250.11 t2l Current Assets

(a) Curent lnvedmeds 0.70 145.34

(b) lnvefitories r.96,266.91

(c) TEde rceivables 2,21,015.O7 13.450.39

(d) Cash & Bank Balan@s 226.37 131.28

3.355.44 4.t29.17 1.04,523.35 12,157.y

(0 4265.42 't5.48

-sz,ero.sz

14,6'1,270.94 2,77,689.55TOTAL. ASSETS

Consolidated

Unaudited(Audil.dl

17 '\)

)1

A 170 r1

385.01

Profru(Loss) from Ordinary Aclivities before tax (3- 4)

Exedional llems

T-el Expenses

1_562.84

l4'61'270.9,4

6.20

s,broi.l{dnrumnt As*lsEasic (Nol Annualised)

7 g8a 92

-Ts"mrfc*.,,t ls.ts 5-52.929.04 3,t.710.s3,5E1.E1't.22.708.38

New Delhi'**

1

Notes

The Board has recommended a dividend of < l{< per share for the financial year ended 31stMarch,2019.

2. The Standalone and Consolidated financial results of the company for the quarter/year ended31st March,2019 reviewed by the Audit Committee and approved by the Board of Directors attheir respective meetings held on 30.05.2019.

3 (a) The Board of Directors of Bengal & Assam Company Ltd. (BACL) had approved a Schemeof Arrangement between Florence lnvestech Ltd. (Florence), BMF lnvestments Ltd. (BMF),JK Fenner (lndia) Ltd. (FlL) and BACL and their respective Shareholders for (a)amalgamation of Florence and BMF with BACL with effect from the Appointed Date, i.e, 1stApril, 2017 under Section 230 and 232 of the Companies Act, 2013 and (b) exchange ofShares of FIL for Shares of BACL at the option of shareholders of FlL. The Scheme hassince been sanctioned by the Hon'ble Benches of the National Company Law Tribunal atKolkata & Chennai by their respective orders dated Sth November,2018 and 3rd May,2019. The certified copies of the orders have been filed with the respective Registrar ofCompanies on 24th May,2019. The Scheme has come into effect accordingly. Due effectof the amalgamation of Florence and BMF with BACL from the Appointed Date, i.e 'lst

April, 2017 has been given in the accounts of BACL and is incorporated in the abovefinancial results of BACL. . ln consideration of the amalgamation of Florence & BMF withBACL and in terms of the Scheme, BACL will issue and allot Equity Shares in BACL to (a)the shareholders of Florence in the ratio of 89 Equity Shares of Rs.10/- each in BACL forevery 100 Equity Shares of Rs.10/- each held in Florence and (b) to the shareholders of FILin the ratio of 101 Equity Shares of Rs.10/- each in BACL to the shareholders of FIL forevery 100 shares of Rs.10 each held in FlL. Pursuant to the Scheme, 646811 Nos. ofEquity Shares held by Florence (amalgamating company) have been cancelled in thecapital of the company.

Further, upon exercise of the exchange option given to the shareholders of FIL (other thanBACL itself) pursuant to the Scheme, BACL will issue additional 51 equity shares of Rs.10/-each in BACL in exchange of 100 equity shares of Rs.10l each held by such Shareholdersof FIL in FlL.

(b) Scheme is effectivefrom the appointed date i.e.1stApril, 2017, the impact of the resultforthe period of 1.4.2Q17 to 31st March,2018 being net profit for the period given in

surplus/(deficit) of statement of profit under the head Reserve and Surplus.

4. The details of Standalone Financial Results (Recasted) for the quarter ended 31st December,2018 ,31st March , 2018 and Year ended 31st March,2018 are :

CS

I{A €*o Nerv Delhi g

Pa rticula rsQuarter ended31st December

2018

Quarter ended31st March 2018

Year ended 31stMarch 2018

Total Rewnue(lncluding other income)

494.11 1,071.68 7,481.82

701.60 955.72 3,556.81Total expenses3,925.01Profit before taxes (2O7.491 115.96

32.98 (12.25) 45.67Taxes

3,879.34PSofit after tax (24O.471 128.21

Ac

5. The details of Consolidated Financial Results (Recasted) for the year ended 31st March, 2018 ofthe Financial Statements are:

(t/Lacs)

Particulars Year ended 31stMarch 2018

Total Revenue(lncluding other income) 10,42,413.40

Total expenses 10,22,919.30Profit before taxes 19,494.10Taxes 7,677.69Profit after tax 11,816.41Minority lnterest (4,091.28)Share in Associates 14,105.05Net Profit for the year 21,830.18

6. Exceptional item includes in respect of a subsidiary company and comprises of unfavourableforeign exchange fluctuation of Rs. 8322 lakhs and VRS of Rs. 573 lakhs.

7. The Standalone figures of last quarter are the balancing figures between audited figures in

respect of full period of 12 months and the published figures for 9 months' period endedDec'2018 (pre implementation of the Scheme). The figures (pre implementation of the Scheme)for the quarter ended 31.12.2018 & 31.03.2018 and year ended 31.03.2018 are notcomparable.

8. The figures have been rearranged / regrouped, wherever considered necessary

For Bensal & Assam ilr,

ta.Limited

(Bharat Hari Singhania)Chairman

Place : New DelhilLdz I 3o.o5.-ol)

For Kind Attention of Shareholders: As a part of Green lnitiative of the Government, all theShareholders are requested to get their email addresses registered with the Company forreceiving Annual Report, etc. on email.Regd. Office : 7, Council House Street, Kolkata-7OO 001Telphone No. : 033-22486181 , Fax No. 033-22481641Corporate I dentity N u m ber : L67 120W8 1 947 PLC221 402

o New Delhi ,3I

A

*

11 A &

Website: www.beng alassam.com E mail lD: dswain@ikmailepno

6U/'

'*

4/

BENGAL & ASSAM COMPANY LTD.Regd. Office : 7, Council House Street, Kolkata 11000'l

SEGMENT WISE REVENUE, RESULTS & CAPITAL EMPLOYEDFOR THE YEAR ENDED 3I.03.2019

oI HA 4

(t in Lacs

Limited

Place :- New Delhi

Date :- 30.05.2019 hi*o NewDe

*

CONSOLIDATEDAs on

31.03.2019As on

31.03.2018

st.No. Particulars

9,226.58

10,44,765.00

82,872.32

1,04,912.23

31 ,647.32

7,927.69

65,993.65

77,901.93

1 0,087.1 1

12,73,423.45'14,643.55

1 ,61 ,910.38

7,405.05

1,54,505.3312,58,779.90

4,472.90

9,901.56

580.79

(32.19)

2,408.15

77,304.00

12,061 .60

't,725.',t7

2,626.08

14,923.06

4,150.37

96,125.00

56,949.92

39,1 75.08 10,772.69

1,72,233.94'1 1,66,082.57

68,559.98

17,565.76

36,828.69

2,07,935.95

58,648.80

6,071.59

2,688.88

2,75,345.2214,61 ,270.94

39,332.04

9,37,210.20

37,841.97

9,726.84

27,123.43

15,159.85

41 ,802.92

2,802.81

1,939.90

61,705.4810,51 ,234.48

1,92,776.10

16,845.88

3,268.78

748.98

1,32,901.90

2,28,872.37

30,718.01

7,838.92

9,705.26---\2.13,639.744,10,036.16

A.

B.

c,

D.

E.

SEGMENT REVENUElnvestment

Tyre

Polymers

Dairy Products

Olhers

TotalLess: lnter Segment Revenue

Net Sales/lncome from OperationsSEGMENT RESULTS(Profiu(Loss) before tax & interest from each Segment)

lnvestment

Tyre

Polymers

Dairy Products

Others

TotalLess: Finance Cost

Total Profit Before TaxSegment Assetslnvestment

Tyre

lPolymersI

lDairy Products

Polymers

Dairy Products

Others

TotalCapital Employed(Segment Assets - Segment Liabilities)

lnvestment

Tyre

Polymers

Dairy Products

Others

Total

lyre

)thersIotalSegment Liabilitieslnvestment

A

a

For Bengal &

(Bharat

pa

Chairman

LODHA&co

12, Bhagat Singh Marg, New Delhi - 110 001, lndiaTelephone : 91 11 23710176 I 23710177 I 233U67 1 I 2414Fax : 91 11 23345168 / 23314309E-mail : delhi@lodhaco.com

'1.

!ndependent Auditor/s Report on Quarterlv Stindalone Financial Results and Year to Date Results ofBengal & Assam Companv Limited pursuant to the Reeulation 33 of the SEBI (Listing Oblieations and

Disclosure Requirementsl Regulations, 2015

To

The Board of Directors of Bengal & Assam Company Limited

We have audited the standalone quarterly financial results of Bengal & Assam Company Limited for

the quarter ended 31't March 2019 and the financial results for the year ended 31't March 2019,

attached herewith, being submitted by the company pursuant to the requirement of Regulation 33

of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The quarterly

financial results are the derived figures between the audited figures in respect of the year ended 31't

March 2019 and the published year-to-date figures up to 31't December 2018, being the date of the

end of the third quarter of the current financial year, which were subject to limited review. The

financial results for the quarter and year to date ended 31't March 2019 have been prepared on the

basis of the financial results for the nine-month period ended 31't December 2018, the audited

annual financial statements as at and for the year ended 31't March 2019, and the relevant

requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and are the responsibility of the Company's management and have been approved

by the Board of Directors of the Company. Our responsibility is to express an opinion on these

financial results based on our review of the financial results for the nine-month period ended 31't

December 2018 which was prepared in accordance with the recognition and measurement principles

laid down in Accounting Standard (AS) 25 "lnterim Financial Reporting", lnterim Financial Reporting,

specified under the Section 133 of the Companies Act, 2013 read with relevant rules issued

thereunder and other accounting principles generally accepted in lndia; our audit of the annual

financial statements as at and for the year ended 31't March 2019; and the relevant requirements of

Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. We conducted our audit in accordance with the auditing standards generally accepted in lndia. Those

standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial results are free of material misstatement(s). An audit includes examining, on a test basis,

evidence supporting the amounts disclosed as financial results. An audit also includes assessing the

accounting principles used and significant estimates made by management. We believe that our auditprovides a reasonable basis for our opinion.

3. Based on our audit, in our opinion and to the best of our information and according to the

explanations given to us these quarterly financial results as well as the year to date results:

(i) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 in this regard; and

(ii) give a true and fair view of the net profit and other financial information for the quarter ended 31'tMarch 2019 and for the year ended 31st March 2019.

1{A

New

Kolkata Mumbai New Delhi Chennai Hyderabad Jaipur

*

&

vt6

v

4. Other Matters

For Lodha & Co,

Chartered AccountantsFirm

(N. K. Lodha)

PartnerMembership No.085155

Place: New Delhi

Date: 30th May, 2019

H.A (c

Newt

We did not audit the financial statement of transferor company namely Florence lnvestech Limited

(Florence) for the year ended 31't March 2018 and 31't March 2019 included in standalone financials

for the quarter/year ended 31't March, 2019, which have been audited by the auditors of the

transferor company (Florence) whose report have been furnished to us by the management. Our

opinion on the standalone annual results, to the extent they have been derived from such annual

financial statement is solely based on the reports,of such auditors.

Our opinion is not modified in respect of this matter.

1051E

*

,II

I

v

LODHA&co

12, Bhagat Singh Marg, New Delhi - 110 001, lndiaTelephone :91 11 23710176 I 23710177 I 233U671 I 2414Fax : 9'l 11 23345168 / 23314309E-mail : delhi@lodhaco.com

Independent Auditor's Report on Consolidated Year to Date Results of Bengal & AssamCompany Limited pursuant to the Regulation 33 of SEBI (Listing Obligations and DisclosureRequirements) Regulations. 2015

lo,The Board of Directors of Bengal & Assam Company Limited

1. We have audited the accompanying Statement of Consolidated Financial Results of BENGAL &ASSAM COMPANY LIMITED ("the Company") and its subsidiaries (the company and itssubsidiaries together referred to as "the Group") and its share in associates which has been

approved by the Board of Directors for the year ended 37.03.2079 ("the Statement") beingsubmitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements)Regulations, 2015. This Statement ("consolidated

results"), which is the responsibility of the Company's Management and approved by theBoard of Directors, has been prepared on the basis of the related consolidated financialstatements of the group which is in accordance with the Accounting Standards prescribed

under Section 133 of the Companies Act, 2013 as applicable and other accounting principlesgenerally accepted in India and the relevant requirements of Regulation 33 of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2075. Our responsibility is to express

an opinion on the consolidated financial statements.

2. We conducted our audit in accordance with the auditing standards generally accepted in India.Those standards require that we plan and perform the'audit to obtain reasonable assurance

about whether the financial results are free of material misstatement[s). An audit includes

examining, on a test basis, evidence supporting the amounts disclosed as financial results. An

audit also includes assessing the accounting principles used and significant estimates made bymanagement. We believe that our audit provides a reasonable basis for our opinion.

3. Based on our audit conducted as above, in our opinion and to the best of our information and

according to the explanations given to us, these consolidated years ended results:

(a) Includes the financial results for the year ended 31't March 2019 of the following entities:

Name of EntiW RelationshipJK Tyre & Industries Limited Subsidiary

JK Agri Genetics Limited SubsidiaryUmang Dairies Limited SubsidiaryCliniRx Research Private Limited SubsidiaryGlobal Stratesic Technologies Ltd. SubsidiaryLVP Foods Pvt. Limited SubsidiaryPanchmahal Properties Limited SubsidiaryJK Risk Managers & Insurance Brokers Limited SubsidiaryDeepti Electronics & Electro-Optics Private Limited Subsidiary

&

N*

C)€,cn

Kolkata Mumbai New Delhi Chennai Hyderabad Jaipur

thi'*

f.K. Fenner (lndia) Ltd SubsidiaryAcorn Engineering Limited@ SubsidiaryDivyashree Company Private Limited@ SubsidiaryModern Cotton Yarns and Spinners Limited@ SubsidiarySouthern Spinners And Processors Limited@ Subsidiaryf . K. International Ltd# Subsidiaryf. K. Asia Pacific Ltd. OKAPL) # Subsidiaryl. K. Asia Pacific [S) Pte. Ltd. flKAPPL - Subs. of IKAPL) # Subsidiary3Dlnnovations Pvt. Ltd. (3DIPL) (Formerly known as NatextBiosciences Pvt. Ltd.) #

Subsidiary

Cavendish Industries Ltd. (CIL) [w.e.f. 13th Apr, 20L6) # SubsidiaryLankros Holdings Lrd. ILANKROS) # SubsidiarySarvi Holdings Switzerland AG. ISARVI - Subs. of LANKROS) # SubsidiarylK Tornel S.A. de C.V. IIKTSA - Subs. of SARVI) # SubsidiaryComercializadora Am6rica Universal, S.A. de C.V. # SubsidiaryCompaflia Hulera Tacuba, S.A. de C.V. # SubsidiaryCompaflia Hulera Tornel, SA. de C.V. [CHT)# SubsidiaryCompaflia Inmobiliaria Norida, SA. de C.V. # SubsidiaryGeneral de Inmuebles Industriales, SA. de C.V.# SubsidiaryGintor Administraci6n, S.A. de C.V.# SubsidiaryHules y Procesos Tornel, S.A. de C.V.# SubsidiaryCliniRx Asia Pacific Ltd., Hong Kong ^ SubsidiaryCliniRx UK Ltd., U.K.^ SubsidiaryCliniRx USA Inc, USA ^ SubsidiaryfK Lakshmi Cement Limited

Il(t4per Limited AssociatePranav Investment [M.P.) Co. Limited AssociateDwarkesh Energy Limited AssociatePSV Energy Limited AssociateValiant Pacific L.L.C. fAssociate of IKAPPL) # AssociateWestern Tire Holding, Inc [Associate of CHTI # Associate

@ Subsidiary of J.K. Fenner India) Ltd.# Subsidiary/Associate of fK Tyre & Industries Limited" Subsidiary of CliniRx Research Private Limited

(b) are presented in accordance with the requirements of Regulation 33 of the SEBI [ListingObligations and Disclosure Requirements) Regulations, 2015; and

(c) give a true and fair view of the consolidated net profit and other financial information forthe consolidated financial results for the year ended 31't March, 2019.

RA &

O New6'*

t,

'd

lhis,

Associate

*

4. Other Matters

(a) ti) We did not audit the financial statements of 25 subsidiaries included in the consolidatedfinancial results whose financial statements reflect total assets of Rs. 9,13,23L.73 Lakhs as

at 31st March, 2019, total revenues of Rs. 9,48,407.98 Lakhs and net profit after tax ofRs.20,964.21 Lakhs for the year ended on that date, as considered in the consolidatedfinancial statements. The consolidated financial statements also include the group share ofnet profit of Rs. 973.70 lakhs for the year ended 31't March, 20L9 as considered in theconsolidated financial statements in respect of 4 associates whose financial statements/financial information have not been audited by us. These financial statements have been

audited by other auditors whose reports have been furnished to us by the managementand our opinion on the consolidated statement, in so far as it relates to the amounts and

disclosures included in respect of subsidiaries and associates, are based solely on the

reports ofthe other auditors.

(ii) Certain of these subsidiaries presents financial statements as per IND-AS and an overseas

associate in accordance with accounting principal generally accepted in their country.

These financial statements have been audited by other auditors which have been

prepared as per Indian Accounting Standards ['lnd AS') and as per the generally

applicable accounting principal of the respective countries and have been adjusted for the

differences in the accounting principles in accordance with the Companies (Accounting

Standards) Rules, 2006 ['IGAAP') adopted by the Company and certified by the

management of the respective companies. Our opinion in so far as it relates to these is

based on the conversion adjustments prepared and certified by the management of these

companies.

Our report is not modified in respect of this matter.

(b) We have relied on the management certified financial statement (un-audited) of two

overseas subsidiaries, whose financials statements reflects total assets of Rs 386.92 Lakhs

as at 31't March, 2019 and total revenue of Rs 0.62 Lakhs and net profit after tax ofRs.0.60 Lakhs for the year ended 31.t March,2019, as considered in the consolidated

financial statements also include the company's share of net profit/(loss) of Rs (0.29)

Lakhs for the year ended 31* March 2019 in respect of an overseas associates which have

been furnished (unaudited-management certified) to us by the management. These

financial statements are unaudited and have been furnished to us by the Management and

our opinion on the consolidated financial statements, in so far as it relates to the amounts

and disclosures included in respect of these subsidiaries and an associate is based solely

on such un-audited management certified financial statements.

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Our opinion is not modified in respect of this matter

[c) We did not audit the financial statement of transferor company namely Florence Investech

Limited [Florence) for the year ended 31st March, 2018 and 31st March, 2019 included inconsolidated financials for the year ended 31st March,20L9, which have been audited bythe auditors of the transferor company (Florence) whose report have been furnished to us

by the management. Our opinion on the consolidated annual results, to the extent theyhave been derived from such annual financial statement is solely based on the reports ofsuch auditors.

Our opinion is not modified in respect

For LODHA & CO,

Chartered AccountantsFRN: 301051E

[N.K.PartnerMembership No.85155Place: New DelhiDated: 30t,May 2019