Share Wealth

Your Directors have pleasure in presenting the 57^th Annual Report of the Company along with
the Audited Financial Statements for the year ended on 31^st March, 2024.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year under review along with previous year’s figures are
given hereunder:

DIVIDEND

The Board of Directors recommend a dividend of Rs. 0.20/- per equity shares of the company
for the year under review to the shareholders whose name appears on the register of members
as on the record date.

RESERVES

The company transferred profit of Rs. 34,46,941/- to Surplus A/c during the year.

STATE OF COMPANY’S AFFAIRS

The overall performance of the Company reflects significant growth in both revenue and
profit after tax. The demand for Jute Goods remained robust in domestic markets, contributing
to stable operations and sustained business growth. This positive trend underscores the
Company’s resilience and its ability to capitalize on market opportunities while maintaining
financial health.

HOLDING/S UBSIDIAR Y/ASSOCIA TE

The Company does not have any Holding, Subsidiary or Associate Company & it has not
entered into any joint ventures.

ACCEPTANCE OF FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from general public within the purview of
Section 73 of the Companies Act, 2013, during the year under review.

SHARE CAPITAL

The paid-up share capital as on 31^st March 2024 was Rs. 479.94 lacs. The Company has not
issued shares with differential voting rights nor granted stock options nor sweat equity.

DIRECTORS

During the year under preview there were no changes in the composition of the Board of Directors.

The composition of Board of Directors as on 31^st March 2024 is as under-

Mr. Mahendra Singh - Managing Director
Mrs. Mousumi Sengupta - Non-Executive Director
Mr. Naba Kumar Das - Independent Director
Mr. Sundeep Kumar Tayal - Independent Director

Mr. Mahendra Singh has been appointed as Managing Director in the company for a second term of
5 years vide board resolution dated 18th June 2024 subject to the approval of members in the Annual
General Meeting.

Mr. Naba Kumar Das has been appointed as an Independent Director in the company for a second
term of 5 years vide board resolution dated 12th August 2024 subject to the approval of members in
the Annual General Meeting.

KEY MANAGERIAL PERSONNEL

During the year under preview there were no changes in the composition of Key Managerial
Personnel.

The composition of Key Managerial Personnel as on 31^st March 2024 is as under:-

Mr. Bidhan Chandra Roy - Chief Financial Officer
Mrs. Archana Singh - Company Secretary

The Nomination and Remuneration Committee works with the Board to determine the appropriate
characteristics, skills and experience for the Board as a whole and its individual members with the
objective of having a Board with diverse backgrounds and experience in business, government,
education and public service. The Company has constituted a Nomination and Remuneration
Committee with the responsibilities of formulating the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a policy relating to the
remuneration for the directors, Key Managerial Personnel and other employees.

DECLARA TION B Y INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Directors under
section 149(7) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 confirming
that they meet the criteria of independence as prescribed in section 149(6) of the Companies
Act, 2013.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual
performance evaluation of its own performance and of the Directors individually as well. A
discussion was done considering the inputs received from the Directors, covering various
aspects of the Board’s functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and
governance. The performance evaluation of the Board and committees are usually carried out
on the basis of questionnaires devised in house.

A separate exercise was carried out to evaluate the performance of individual Directors who
were evaluated on the basis of questionnaire, devised for this purpose. The Directors
expressed their satisfaction with the evaluation process.

BOARD MEETINGS

The Board met seven (7) times during the financial year, viz. 25-05-2023, 29-05-2023, 29-06-2023,
31-07-2023, 16-08-2023, 10-11-2023 and 13-02-2024. The details of the Directors’ attendance at the
Board Meetings are given below:

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with regard to the
Directors’ Responsibility Statement, your Board confirms that:-

a) in the preparation of the annual accounts for the financial year ended on 31^st March 2024, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

b) the Directors have 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 as of 31^st March 2024 and of the profit /loss of the Company for
that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

f) the Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;

CORPORATE GOVERNANCE

Pursuant to provisions of Section 135 of the Act, the Company is not required to constitute a Corporate
Social Responsibility Committee or to undertake any CSR activities.

Therefore, the Company is not required to make any disclosure as specified in Section 134(3) (o) of

the

Act.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of the SEBI LODR Regulations, 2015 with the Stock Exchanges in India, is included
in a separate section annexed to and forming part of the Director's Report.

Pursuant to Sections 177 and 178 of the Companies Act, 2013 read with Rules made
thereunder, the Company has constituted an Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee of the Board as the
Company is listed with BSE Ltd.

The Audit Committee is working according to the terms of the Companies Act, and SEBI
Listing Regulations, 2015 which includes duties and functions and also such other functions
as maybe specifically delegated to it by the Board from time to time. Therefore, the Board
has duly constituted the Audit Committee comprising of Mr. Aman Jain, Independent
Director, Mr. Naba Kumar Das, Independent Director and Mr. Mahendra Singh, Executive
Director. The Audit committee held five meetings during the year 2023-24.

However, on resignation of Mr. Aman Jain, Independent Director; the Board duly appointed
Mr. Sundeep Kumar Tayal, Independent Director, in the Audit Committee of the Company.

The Audit Committee held five meetings on 29/05/2023, 31/07/2023, 30/09/2023,
10/11/2023 and 13/02/2024 during the year ended 31^st March 2024. The necessary quorum
was present for all the meetings.

The Company Secretary acts as a Secretary to the Committee.

The terms of reference of Audit Committee includes:-

a) the recommendation for appointment, remuneration and terms of appointment of auditors
of the company;

b) review and monitor the auditor’s independence and performance, and effectiveness of
audit process;

c) examination of the financial statement and the auditors’ report thereon;

d) approval or any subsequent modification of transactions of the company with related
parties;

e) scrutiny of inter-corporate loans and investments;

f) valuation of undertakings or assets of the company, wherever it is necessary;

g) evaluation of internal financial controls and risk management systems;

h) monitoring the end use of funds raised through public offers and related matters;

i) any other as may be decided by the Board.

The Board has also constituted Nomination and Remuneration Committee comprising of Mr.
Aman Jain, Independent Director; Mr. Naba Kumar Das, Independent Director and Mr.
Mahendra Singh, Executive Director.

However, on resignation of Mr. Aman Jain, Independent Director; the Board duly appointed
Mr. Sundeep Kumar Tayal, Independent Director, in the Nomination and Remuneration
Committee of the Company.

The role of Nomination and Remuneration Committee includes formulation of the criteria for
determining qualifications, positive attributes and independence of a director and recommend
to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel
and other employees etc. The Nomination & Remuneration committee met once during the
year.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE (FORMERLY SHARE
TRANSFER CUM INVESTORS’ GRIEVANCE COMMITTEE) NOMENCLATURE
AND TERMS OF REFERENCE OF THE COMMITTEE

The Board of Directors of the Company has formed ‘Stakeholders’ Relationship Committee’
(‘the committee’). The committee deals with various matters relating to satisfactory redressal
of shareholders and investors’ grievances and recommends measures for overall improvement
in the quality of investor services. The Stakeholder’s Relationship Committee met three times
during the year. An insight of the matters deals with by the committee is given hereunder:

• To review and note all matters relating to the registration of transfer and transmission
of shares and debentures, transposition of shares, sub-division of shares, issue of
duplicate share certificates or allotment letters and certificates for debentures in lieu
of those lost/misplaced;

• To look into the redressal of shareholders’ and investors’ complaints relating to the
transfer of shares, non-receipt of Annual Report/notices, dividends, etc;

• To oversee the performance of the Registrar & Share Transfer Agents;

• To review dematerialization and rematerialization of the shares of the Company;

• To comply with all such directions of Ministry of Corporate Affairs & other regulatory
bodies w.r.t. shareholders’/investors’ rights and market regulations, from time to time.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 6 and 7
of the Companies (Meeting of the Board and its Powers) Rules, 2013 the Company has
formed vigil mechanism named 'Whistle Blower Policy', wherein the employees / directors
can report the instances of unethical behavior, actual or suspected fraud or any violation of
the Code of Conduct and / or laws applicable to the Company and seek redressal. This
mechanism provides appropriate protection to the genuine Whistle Blower, who avail of the
mechanism.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to the Financial
Statements. During the year, such controls were tested and no reportable material weakness
was observed in the design or implementation.

RISK MANAGEMENT

During the year, Management of the Company evaluated the existing Risk Management
Policy of the Company to make it more focused in identifying and prioritizing the risks, role
of various executives in monitoring & mitigation of risk and reporting process. Its aim is to
enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk
Management Policy has been reviewed and found adequate to the requirements of the
Company, and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that
may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.

LOAN, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the notes to the Financial Statements.

CONTRA CTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm’s
length basis and were in the ordinary course of business. There were no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated Persons which may have a potential conflict with the interest
of the Company at large. Accordingly, no transaction are being reported in Form AOC- 2 in
terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014.

All Related Party Transactions are placed before the Audit Committee as also the Board for
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are of a foreseen in repetitive nature. The Company has developed a Related Party
Transactions Policy for purpose of identification and monitoring of such transactions.

AUDITORS & AUDITORS’ REPORT

M/s. Amit Ray & Co., Chartered Accountants (FRN: 000483C) were appointed as Statutory
Auditors of the Company at the 56^th Annual General Meeting for 5 consecutive years until
the conclusion of the 61^st Annual General Meeting.

The Auditors have subjected themselves for the peer review process of the Institute of
Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the “Peer
Review Board” of ICAI.

The observations, if any, made by the Auditors of the Company in their report read with
relevant notes to the Accounts are self-explanatory and therefore do not call for any further
comments.

SECRETARIAL A UDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013, the Board has appointed Mr.
MUKESH CHATURVEDI, Company Secretaries, Kolkata, to undertake Secretarial Audit of the
Company for the Financial Year 2023-24. The Secretarial Audit Report is annexed herewith as
Annexure "B". The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.

INTERNAL A UDIT

As per the provisions of Section 138 of the Companies Act, 2013, the Board with the recommendation
of the audit committee has appointed M/s. A. Bharadwaj & Co. (FRN: 326709E), Kolkata, to
undertake Internal Audit of the Company. The Internal Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees were in receipt of remuneration in excess of the limits laid down under section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration) Rules, 2014. Hence, no particulars are required to be given for the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

The Company is not engaged in manufacturing, has no foreign collaboration and has not exported or
imported any goods or services.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as
Annexure “A”.

STATUTORY DISCLOSURES

A copy of audited financial statements of the said Companies will be made available to the members
of the Company, seeking such information at any point of time. A cash flow statement for the year
2023-24 is attached to the Balance Sheet.

GENERAL DISCLOSURES

The Directors state that no disclosure or reporting is required in respect of the following items during
the year under review as:

1. During the year under review, no significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company’s operations in future.

2. No material changes and commitments have occurred between the end of financial year of the
Company to which the financial statements relate and the date of the Report, affecting the financial
position of the Company under section 134(3)(1) of the Companies Act, 2013.

3. No Deposits covered under Chapter V of the Companies Act, 2013 were accepted.

4. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including
sweat equity shares) were issued to employees of the Company under any scheme.

5. During the year under review, there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

FRAUD REPORTING (REQUIRED BY THE COMPANIES AMENDMENT ACT, 2015)

The Company has adopted best practices for fraud prevention and it follows confidential, anonymous
reporting about fraud or abuse to the appropriate responsible officials of the Company. No fraud on
or by the company has been reported by the Statutory Auditors.

ACKNOWLEDGEMENT

Your Directors express their sincere appreciation to the Central and State Governments, Banks,
Customers, Vendors and the Company’s valued investors for their continued co-operation and
support.

Your Directors also wish to acknowledge the support and valuable contributions made by the
employees, at all levels.

For and on behalf of the Board Directors
For BANGALORE FORT FARMS LIMITED

Place: Kolkata

Date: 07-09-2024

Sd/-

Mahendra Singh
Managing Director
(DIN: 07692374)

Sd/-

Mousumi Sengupta
Director
(DIN: 07825625)