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Directors Report of Bombay Cycle & Motor Agency Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure to present to you the Annual Report and the Audited Statements of Accounts for the year ended March 31,2015.

1. Financial Results:

Year ended Previous March Year ended 31, 2015 March 31,2014

Total Revenue 78,986,655 73,600,072

Profit before Depreciation 24,025,962 21,677,943 and Taxation

Less: Depreciation 1,414,790 1,861,169 and Other Charges On Fixed Assets

Profit before Exceptional 22,611,172 19,816,774 Items and Tax

Less: Exceptional items (1,100,460) (438,403)

Tax Expense 6,951,279 6,230,084

Profit for the Year 16,760,353 14,025,093

2. FINANCIAL PERFORMANCE & HIGHLIGHTS:

The total income of the Company

comprising of Automobile and Hospitality Divisions is Rs. 789.87 Lacs as compared to Rs. 736.00 Lacs in the previous year. During the Year, business environment in the hospitality segment continued to remain difficult and operating in such an environment was challenging. The same has resulted into lower Sales / Income from operations for Hospitality Business. However, we have been able to maintain same profitability. We however are optimistic for the coming financial year. There is improvement in the Automobile Division and we hope the same to continue in future also.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

3. DIVIDEND AND RESERVES:

Your Directors are pleased to recommend Dividend for the Financial Year 2014-2015 on Equity Shares of Rs. 10/- each at Rs. 4/- per share equivalent to 40% (30% in the previous year) aggregating to Rs. 800,000/-. The Dividend Distribution Tax thereon works out to Rs. 162,861/-. The total outgo on account of this works out to Rs. 962,861/-. The dividend payout is subject to approval of Members at the ensuing Annual General Meeting. During the Year under review, the Company has transferred Rs. 1,676,035 to the General Reserve of the Company.

4. SUBSIDIARY, JOINT VENTURESAND ASSOCIATE COMPANIES:

Your Company has neither any Subsidiary nor Joint Venture nor Associate Company. During the year under review, none of the Companies have become or ceased to be Company's Subsidiaries, Joint Ventures or Associate Companies.

5. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure- A to this report.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments:

1. Independent Directors

During the Year under review, Members approved appointment of Mr. Ashok T Kukreja and Mrs. Rupal Vora as Independent Directors of the Company,

by Postal Ballot, with effect from February 13, 2015 till the conclusion of the 100th Annual General Meeting to be held in the year 2019. These Independent Directors are not liable to retire by rotation.

Both the Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013.

2 . Key Managerial Personnel

During the Year under review, the Company has appointed following persons as Key Managerial Personnel: Sr. No. Name of Person Designation

1. Mr. Chirag C. Doshi Chairman&

Managing Director

2. Ms. Vinita A. Kapoor Company Secretary

3. Mr. MahendraJ. Chief Financial

Kharwa Officer

Retirement by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due to retire by rotation at the 96th Annual General Meeting and being eligible, offer himself for re- appointment.

Resignations:

During the Year under review, Mr. Sanjay P. Muthe and Mr. T. D. Lal, resigned as the Directors of the Company with effect from February 14, 2015 as they did not qualify under the criteria of Independent Director as specified under Sub-section (6) of Section 149 of the Companies Act, 2013 on account of their association with Promoter Group Company i.e. Walchandnagar Industries Ltd. Also Mrs. Kanika G. Sanger resigned as a Director of the Company with effect from February 14, 2015 as she wanted to spend most of her time with her family, relatives, and as she stayed abroad, it became difficult for her to attend the Meetings of the Company. The Board places on record its sincere appreciation and gratitude for the invaluable contribution made by Mr. Sanjay P. Muthe, Mr. T. D. Lal and Mrs. Kanika G. Sanger during their tenure with the Company as Directors.

7. NUMBER OF MEETINGS OF THE BOARD

The Board met six (6) times during the Financial Year 2014-2015 viz. on April 19, 2014; August 08, 2014; November 03, 2014; December 19, 2014; February 13, 2015 and February 16, 2015.

8. COMMITTEES OF THE BOARD

The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes. The Company has following Committees of the Board comprising of Directors and / or Executives of the Company:

- Audit Committee which comprises of two Independent Directors i.e. Mr. Ashok T Kukreja (Chairman of Committee) and Mrs. Rupal Vora (Member), and Chairman & Managing Director, Mr. Chirag C. Doshi (Member).

- Risk Management Committee

which comprises of Chairman & Managing Director, Mr. Chirag C. Doshi (Chairman), General Manager -Business

Development, Hospitality Division, Mrs. Padmini Verenkar (Member) and Company Secretary & Compliance Officer, Ms. Vinita A. Kapoor (Member).

- Nomination & Remuneration Committee which comprises of two Independent Directors, Mr. Ashok T. Kukreja (Chairman) and Mrs. Rupal Vora (Member), and Chairman Emeritus, Mr. Chakor L. Doshi (Member);

- Committee of Independent Directors which comprises of Mr. Ashok T. Kukreja (Chairman) and Mrs. Rupal Vora (Member);

- Internal Complaints Committee which comprises of 3 Company Executives i.e. General Manager - Business Development, Hospitality Division, Mrs. Padmini Verenkar (Presiding Officer), Accounts Officer, Mr. Sunil P. Kharade (Member) and Company Secretary & Compliance Officer, Ms. Vinita A. Kapoor (Member).

9. BOARD EVALUATION

During the year, the first Evaluation cycle was completed which included the Evaluation of the Board as a whole, Board Committees and Directors. The exercise was led by the the Independent Directors of the Company. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgement.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BYCOMPANY

Particulars of Loans given, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to Financial Statements (Please refer to Note 9 and 12 to the Financial Statements).

11. VIGILMECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit committee. The Policy on vigil mechanism /whistle blower policy may be accessed on the Company's website at the link http://www.bcma.in/ investor_financial.php

12. PARTICULARS OF EMPLOYEES REMUNERATION

(A) The statement containing particulars

of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent as the Company has no such employee who falls under the criteria specified in the said Rules.

(B) The ratio of the remuneration of each

Director to the median employee's remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure B.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions except the arrangement / transaction, reported in Form AOC 2 enclosed vide Annexure C, entered by the Company during the Financial Year with Related parties were in the Ordinary Course of Business and on arm's length basis.

In respect of transaction with Related Party reported in Form AOC 2 referred above, the same was entered into prior to coming into force of the Companies Act, 2013 with the approval of the Board as required under Section 297 of the Companies Act, 1956 which was in force at the relevant time, and the said transaction has continued during the Financial Year.

Your Directors draw attention of the members to Note No. 27(8) to the Financial Statement which sets out related party disclosures.

14. NOMINATION & REMUNERATION POLICY

The Board has framed a policy on the recommendation of the Nomination & Remuneration Committee, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection, appointment and remuneration of Board Members / Key Managerial Personnel and other employees.

OBJECTIVES:

The Nomination and Remuneration Committee and the Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto. The Key Objectives of the Committee are:

a) to formulate guidelines in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c) to recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

ROLE OF COMMITTEE:

The role of the Committee inter alia is as follows:

a) to formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) to recommend to the Board the appointment and removal of Senior Management.

c) to carry out evaluation of Director's performance and recommend to the Board appointment / removal based on his / her performance, against criteria laid down.

d) to recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management and (ii) Executive Directors remuneration and incentive.

e) to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

f) ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

g) to devise a policy on Board diversity.

h) to develop a succession plan for the Board and to regularly review the plan and to identify persons who can be appointed as Directors.

NOMINATION DUTIES:

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness.

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013.

c) Identifying and recommending Directors who are to be put forward for retirement by rotation.

d) Determining the appropriate size, diversity and composition of the Board;

e) Setting a formal and transparent procedure for selecting new Directors for appointment to the Board.

f) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan.

g) Evaluating the performance of the Board and Independent Directors.

h) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

i) Delegating any of its powers to one or more of its members or the Secretary of the Committee.

j) Recommend any necessary changes to the Board.

k) Considering any other matters as may be requested by the Board.

REMUNERATION DUTIES:

The duties of the Committee in relation to remuneration matters include:

a) to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate.

b) to approve the remuneration of the Senior Management including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

c) to delegate any of its powers to one or more of its members or the Secretary of the Committee.

d) to consider any other matters as may be requested by the Board.

e) to consider and recommend to the Board for Professional indemnity and liability insurance for Directors and senior management.

15. RISK MANAGEMENT

During the Year, your Directors have constituted a Risk Management Committee and have approved Risk Management policy in the Board Meeting held on May 12, 2015 wherein all material Risks faced by the Company are identified and assessed. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting risk on a periodic basis.

16. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company had laid down set of standards, processes and structure which enables to implement internal financial control with reference to Financial Statements across the organization and ensure that the same are adequate and operating effectively.

17. INSURANCE:

The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion etc.

18. DEMATERIALIZATION OF SHARES:

The Company's shares are listed on BSE Limited and the Company's Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE691K01017. As on March 31, 2015, 177,012 equity shares representing 88.51% of the total shares have been dematerialized.

19. COMPANY'S WEBSITE:

The Company has its website namely www.bcma.in. The website provides detailed information about the business activity, locations of its corporate offices and service centre etc. The Quarterly Results, Annual Reports and Shareholding patterns and various policies are placed on the website of the Company and the same are updated periodically.

20. MEANS OF COMMUNICATION:

The Company has designated investors@bcma.in as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

21. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the Directors' hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any

ii) 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 at the end of March 31,2015 and of the profit for the Year ended on that date;

iii) 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;

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

v) 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; and

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

22. CONSERVATION OF ENERGY TECHNO- LOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

All the Departments Continue their efforts to reduce the energy consumption. The measures taken at all your Company's units are:

i) Optimum Utilisation of Electrical Equipment.

ii) Maximum Possible saving of energy. There is no Research & Development activity, no import of technology or foreign exchange earnings or outgo; hence details of the same are not annexed to this report.

23. AUDITORSANDAUDITOR'S REPORT: STATUTORYAUDITOR:

M/s. A. B. Jog & Co., Chartered Accountants, Mumbai, the Statutory Auditors, of the Company will retire at the ensuing Annual General Meeting and they being eligible have offered themselves for re-appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The members are requested to appoint the Auditors and authorise the Board to fix their remuneration.

AUDITORS REPORT:

The notes forming part of the accounts referred in the Auditors' Report are self explanatory and give complete information. There are no qualifications, reservation or adverse remarks made by statutory auditors in the Audit Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board has appointed M/s. Ragini Chokshi & Company, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the Financial Year ended March 31,2015 is annexed herewith marked as Annexure D to this Report. Certain observations were made by M/s. Ragini Chokshi & Company, Secretarial Auditor of the Company in their report with regard to change of name of Company and compliance of Section 152 (6) of the Companies Act, 2013. However, the company would take Legal opinion about the interpretation of the said provisions of the Act & if required, the Company would ensure the Compliance of the same.

24. CORPORATE SOCIALRESPONSIBILITY

(CSR):

Your Company does not fall in the criteria mentioned under Section 135 of the Companies Act, 2013 for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee and to comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

25. CORPORATE GOVERNANCE:

As per Circular CIR/CFD/POLICY CELL/ 7/2014 dated September 15, 2014 issued by Securities & Exchange Board of India, your Company falls in the exempted category being very small Capital. Hence, Clause 49 of the Listing Agreement related to Corporate Governance is not applicable to the Company.

26. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. 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.

Your Directors further state that 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.

27. Postal Ballot conducted in 2014-2015: The Company had sent Postal Ballot notice dated February 20, 2015 to the members seeking their approval through postal ballot for passing the following Resolutions:

Resolution No 1: To appoint Mr. Ashok Kukreja (DIN: 00463526), as an Independent Director of the Company. Resolution No 2: To appoint Mrs. Rupal Vora (DIN: 07096253), as an Independent Director of the Company.

Resolution No 3: To appoint Mr. Chirag C. Doshi as Managing Director.

Resolution No 4: To amend Articles of Association of the Company as per the provision of the Companies Act, 2013. M/s. Ragini Chokshi & Associates, Practicing Company Secretaries were appointed as the Scrutinizer for conducting the postal ballot process. Accordingly, the postal ballot was conducted by the Scrutinizer and a report submitted to the Chairman.

Mr. Chirag C. Doshi, Chairman announced the postal ballot result on March 30, 2015 at the Registered Office of the Company that all the Resolutions were duly approved by the Shareholders with requisite majority.

18. ACKNOWLEDGEMENTS:

Your Directors wish to convey their gratitude and place on record their sincere appreciation of the assistance and co- operation that the Company has been receiving from its employees as also from the Banks.

Your Directors would also like to thank the customers, suppliers and shareholders for their continued support and co-operation. For and on behalf of Board of Directors

CHIRAG C. DOSHI CHAIRMAN & MANAGING DIRECTOR

Registered Office: 534, Sardar Vallabhbhai Patel Road, Opera House, Mumbai 400 007

Dated: May 12, 2015


Mar 31, 2014

Dear members,

The Directors have the pleasure to present to you the Annual Report and the audited statements of accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS :

Year Previous ended year ended 31.03.2014 31.03.2013 Rupees Rupees

Total Income 73,600,072 65,819,069

Profit / (Loss) before 21,677,943 17,468,057 depreciation and taxation

Less : Depreciation and 1,861,169 869,457 Other Charges on Fixed Assets

Profit before Exceptional & 19,816,774 16,598,600 Extra -ordinary items and tax

Less :

Exceptional items (438,403) (888,155)

Extraordinary items - 2,398,515

Tax expense 6,230,084 5,267,345

Profit / (Loss) for the period 14,025,093 9,820,895

2. OPERATION HIGHLIGHTS :

The total income of the Company comprising of Automobile and Hospitality Division is Rs. 736 Lacs as compared to Rs. 658 Lacs in the previous year. During the period, business environment in the hospitality segment remained difficult and operating in such an environment was challenging. The same has resulted into lower profits. We, however are optimistic for the coming finanicial Year. There is a significant improvement in the Automobile division and we hope the same to continue in future also.

3. DIVIDEND :

Your Directors are pleased to recommend Dividend for the financial year 2013-2014 on Equity Shares of Rs. 10/- each at Rs. 3/- per share euqivalent to 30% (25% in the previous year) aggregating to Rs. 600,000/-The Dividend Distribution Tax thereon works out to Rs. 101,970/-.The total outgo on account of this works out to Rs. 701,970/-.

4. FINANCE AND ACCOUNTS :

FIXED DEPOSITS :

The Company does not accept any Fixed Deposit from the public. Hence, details for the same are not given in the Report.

INCOME TAX ASSESSMENT :

Income tax assessment of your Company has been completed upto the Assessment Year 2011-2012.

AUDITORS REPORT :

There are no qualifications and / or observations in the Auditors Report, calling for any explanations from the Board.

5. PERSONNEL :

The industrial relations continue to be satisfactory in all the Divisions of the Company.

None of the employees fall within the purview of Section 217(2A) of the Companies Act, 1956 as amended and the rules framed thereunder.

6. INSURANCE :

The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion, etc.

7. DEMATERIALIZATION OF SHARES :

The Company''s shares are listed on BSE Limited and the Company''s Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN No. is INE691K01017. As on 31.03.2014, 175,903 equity shares representing 87.95% of the total shares have been dematerialized.

8. COMPANY''S WEBSITE :

The Company has its website, namely www.bcma.in. The website provides detailed information about the business activity, locations of its corporate offices and service centre, etc. The Quarterly Results, Annual Reports and Shareholding patterns are updated on the website of the Company.

9. MEANS OF COMMUNICATION :

(i) The Company has designated investors@bcma.in as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

(ii) Quarterly, Half Yearly & Annual Results are published in All India Edition of Finanacial Express in English & Mumbai Lakshadeep in Marathi Newspapers from Mumbai.

(iii) Quarterly, Half Yearly & Annual Results & Shareholding pattern & other compliances are also filed electronically on BSE Online portal - BSE Coprorate Compliance & Listing centre (the "Listing Cenetre") at http://listing.bseindia.com.

10. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors'' hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed by your Company along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of its profit for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provision of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

As regards the additional information required by Section 217(1)(e) of the Companies Act, 1956 read with the Companies [Amendment] Act, 1988 regarding Conservation of Energy, the same is not required to be given by the Company, as the Company is not listed in the Schedule to the Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1988.

There is no Research & Development activity, no import of technology or foreign exchange earnings or outgo; hence details of the same are not annexed to this report.

12. SUBSIDIARY :

The Company does not have any subsidiary.

13. DIRECTORS :

In accordance with the provision of the Companies Act, 1956 and Article 156 of the Articles of Association of the Company, Mr. T.D.Lal and Mr. Sanjay P. Muthe are due to retire by rotation at the 95th Annual General Meeting and being eligible, offer themselves for reappointment.

14. AUDITORS :

M/s. A. B. Jog & Co., Chartered Accountants, Mumbai, the Statutory Auditors, of the Company will retire at the ensuing Annual General Meeting and they being eligible have offered themselves for reappointment. The Company has received letters from them to the effect that their re -appointment, if made, would be within prescribed limits, under section 141 (3) (g) of the companies Act, 2013 & that they are not disqualified for re- appointment. The members are requested to appoint the Auditors and fix their remuneration.

15. SECRETARIAL COMPLIANCE REPORT :

As required under section 383A(1) of the companies Act, 1956, the Compliance Report issued by M/s. Ragini Chokshi & Associates, Practising Company Secretary, Mumbai, is attached herewith and forms part of this report.

16. ACKNOWLEDGEMENTS :

Your Directors place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from its employees as also from the Banks.

Your Directors would also like to thank the customers, suppliers and shareholders for their continued support and co-operation.

For and on behalf of Board of Directors

Chirag C. Doshi

Chairman

Registered Office :

534, Sardar Vallabhbhai Patel Road, Opera House,

Mumbai - 400 007.

Dated : 19th April, 2014


Mar 31, 2013

To The Members of BOMBAY CYCLE & MOTOR AGENCY LIMITED

The Directors have the pleasure to present to you the Annual Report and the audited st statements of accounts for the year ended 31 March, 2013.

1. FINANCIAL RESULTS :

Year Previous ended year ended 31.03.2013 31.03.2012 Rupees Rupees

Total Income 65,819,069 76,029,816

Profit / (Loss) before depreciation and taxation 17,468,057 12,099,553

Less : Depreciation and Other Charges on Fixed Assets 869,457 1,148,724

Profit before

Exceptional & Extra -

Ordinary items and tax 16,598,600 10,950,829

Less :

Exceptional items (888,155) 441,950

Extraordinary items 2,398,515

Tax expense:

i) Current tax 5,267,345 2,791,381

ii)Earlier Years 925,056

Profit / (Loss) for the period 9,820,895 6,792,442

2. OPERATION HIGHLIGHTS :

The total income of the Company comprising of Automobile and Hospitality Division is Rs. 658 Lacs as compared to Rs. 760 Lacs in the previous year.

The sale of Automobile Spare Parts during the year was Rs. 24 Lacs as against Rs. 182 Lacs in the previous year.

The automobile division, after discontining operation as Tata Authorised Service Centre, has now been engaged in repairs and service of Mercedez Benz vehicles.

3. DIVIDEND :

Your Directors are pleased to recommend Dividend for the financial year 2012-2013 on Equity Shares of Rs. 10/- each at Rs. 2.50/- per share euqivalent to 25% (20% in the previous year) aggregating to Rs. 500,000/- The Dividend Distribution Tax thereon works out to Rs. 81,113/- The total outgo on account of this works out to Rs. 581,113/-.

4. FINANCE AND ACCOUNTS :

FIXED DEPOSITS :

The Company does not accept any Fixed Deposit from the public. Hence, details of the same are not given in the Report.

INCOME TAX ASSESSMENT :

Income tax assessment of your Company has been completed upto the Assessment Year 2010-2011.

AUDITORS REPORT :

There are no qualifications and / or observations in the Auditors Report, calling for any explanations from the Board.

5. PERSONNEL :

The industrial relations continue to be satisfactory in all the Divisions of the Company.

None of the employees fall within the purview of Section 217(2A) of the Companies Act, 1956 as amended and the rules framed thereunder.

6. INSURANCE :

The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion, etc.

7. DEMATERIALIZATION OF SHARES :

The Company’s shares are listed on Bombay Stock Exchange Limited and the Company’s Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN No. is INE691K01017. As on 31.03.2013, 174,740 equity shares representing 87.37% of the total shares have been dematerialized.

8. COMPANY’S WEBSITE :

The Company has its website, namely www.bcma.in. The website provides detailed information about the business activity, locations of its corporate offices and service centre, etc. The Quarterly Results, Annual Reports and Share-holding patterns are updated on the website of the Company.

9. CORPORATE FILING AND DISSEMI- NATION SYSTEM (CFDS), viz. www.corpfiling.co.in :

Pursuant to Clause 52 of the Listing Agreement, the quarterly, half yearly and annual results and shareholding pattern are filed on the Corporate Filing and Dissemination system (CORP filing) at www.corpfiling.co.in.

10. MEANS OF COMMUNICATION :

The Company has designated investors@bcma.in as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

11. DIRECTORS’ RESPONSIBILITY STATE- MENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors’ hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed by your Company along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of its profit for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

As regards the additional information required by Section 217(1)(e) of the

Companies Act, 1956 read with the Companies [Amendment] Act, 1988 regarding Conservation of Energy, the same is not required to be given by the Company, as the Company is not listed in the Schedule to the Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1988.

There is no Research & Development activity, no import of technology or foreign exchange earnings or outgo; hence details of the same are not annexed to this report.

13. SUBSIDIARY :

The Company does not have any subsidiary.

14. DIRECTORS :

In accordance with the provision of the Companies Act, 1956 and Article 156 of the Articles of Association of the Company, Mr. Chirag C. Doshi and Mr. Chakor L. Doshi are due to retire by rotation at the 94th Annual General Meeting and being eligible, offer themselves for reappo- intment.

15. AUDITORS :

M/s. A. B. Jog & Co., Chartered Accountants, Mumbai, the Statutory Auditors, of the Company will retire at the ensuing Annual General Meeting and they being eligible have offered themselves for re- appointment. The Company has received the necessary certificate u/s. 224-1B from them about their eligibility for re- appointment. The members are requested to appoint the Auditors and fix their remuneration.

16. SECRETARIAL COMPLIANCE REPORT :

As required under Section 383A(1) of the Companies Act, 1956, the Compliance Report issued by M/s. Ragini Chokshi & Associates, Practicing Company Secretary, Mumbai, is attached herewith and forms part of this report.

17. ACKNOWLEDGEMENTS :

Your Directors place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from its employees as also from the Banks.

Your Directors would also like to thank the customers, suppliers and shareholders for their continued support and co-operation.

For and on behalf of the Board of Directors

Chirag C. Doshi

Chairman

Registered Office :

534, Sardar Vallabhbhai

Patel Road, Opera House,

Mumbai - 400 007.

Dated : 13th May, 2013


Mar 31, 2012

To The Members of BOMBAY CYCLE & MOTOR AGENCY LIMITED

The Directors have the pleasure to present to you the Annual Report and the audited statements of accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS :

Year Previous ended year ended 31.03.2012 31.03.2011 Rupees Rupees

Total Income 76,193,318 77,682,847

Profit / (Loss) before depreciation and taxation 12,263,055 18,174,330

Less : Depreciation and Other Charges on Fixed Assets 1,148,724 9,32,394

Profit / (Loss) before exceptional items and tax 11,114,331 17,241,936

Exceptional items (Including Prior Period Items) (605,452) (115,889)

Less : Tax expense:

i) Current tax 2,856,271 3,374,859

ii) Earlier Years 925,056 -

iii) Deferred tax - 11,415,189

Profit / (Loss) for the period 6,727,552 2,335,999

2. OPERATION HIGHLIGHTS :

The total income of the Company comprising of Automobile and Hospitality Division is Rs 762 Lacs as compared to Rs 777 Lacs in the previous year.

The sale of Automobile Spare Parts during the year was Rs 182 Lacs as against Rs 138 Lacs in the previous year.

The automobile division has since discontinued operations as Tata Authorized Service Centre (TASC) as the TASC was no longer viable. The management is now exploring and evaluating other alternate viable options.

3. DIVIDEND :

Your Directors are pleased to recommend Dividend for the financial year 2011-2012 on Equity Shares of Rs 10/- each at Rs 2/- per share equivalent to 20% (Nil in the previous year) aggregating to Rs 4,00,000/- . The Dividend Distribution Tax thereon works out to Rs 64,890/-. The total outgo on account of this works out to Rs 4,64,890/-.

4. FINANCE AND ACCOUNTS : FIXED DEPOSITS :

The Company does not accept any Fixed Deposits from the public. Hence, details of the same are not given in the Report.

INCOME TAX ASSESSMENT :

Income tax assessment of your Company has been completed upto the Assessment Year 2010-2011.

AUDITORS REPORT :

There are no qualifications and / or observations in the Auditors Report, calling for any explanations from the Board.

5. PERSONNEL :

The industrial relations continue to be satisfactory in all the Divisions of the Company.

None of the employees fall within the purview of Section 217(2A) of the Companies Act, 1956 as amended and the rules framed thereunder.

6. INSURANCE :

The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion, etc.

7. DEMATERIALIZATION OF SHARES :

The Company's shares are listed on Bombay Stock Exchange Limited and the Company's Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN No. is INE691K01017. As on 31.03.2012, 159,302 equity shares representing 79.65% of the total shares have been dematerialized.

8. COMPANY'S WEBSITE :

The Company has its website, namely www.bcma.in. The website provides detailed information about the business activity, locations of its corporate office and service centre, etc. The Quarterly Results, Annual Reports and Shareholding patterns are updated on the website of the Company.

9. CORPORATE FILING AND DISSEMINATION SYSTEM (CFDS), viz. www.corpfiling.co.in :

Pursuant to Clause 52 of the Listing Agreement, the quarterly, half yearly and annual results and shareholding pattern are filed on the Corporate Filing and Dissemination system (CORP filing) at www.corpfiling.co.in. The necessary reports are also be filed and posted on the website of the Company.

10. MEANS OF COMMUNICATION :

The Company has designated investors@bcma.in as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

11. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors' hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed by your Company along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of its profit for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

As regards the additional information required by Section 217(1)(e) of the Companies Act, 1956 read with the Companies [Amendment] Act, 1988 regarding Conservation of Energy, the same is not required to be given by the Company, as the Company is not listed in the Schedule to the Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1988.

There is no Research & Development activity, no import of technology or foreign exchange earnings or outgo; hence details of the same are not annexed to this report.

13. SUBSIDIARY :

The Company does not have any subsidiary.

14. DIRECTORS :

In accordance with the provision of the Companies Act, 1956 and Article 156 of the Articles of Association of the Company, Mrs. Kanika G. Sanger and Mr. T. D. Lal are due to retire by rotation at the 93rd Annual General Meeting and being eligible, offer themselves for reappointment.

15. AUDITORS :

M/s. A. B. Jog & Co., Chartered Accountants, Mumbai, the Statutory Auditors, of the Company will retire at the ensuing Annual General Meeting and they being eligible have offered themselves for re- appointment. The Company has received the necessary certificate u/s. 224-1B from them about their eligibility for re- appointment. The members are requested to appoint the Auditors and fix their remuneration.

16. SECRETARIAL COMPLIANCE REPORT :

As required under Section 383A(1) of the Companies Act, 1956, the Compliance

Report issued by M/s. Ragini Chokshi & Associates, Practicing Company Secretary, Mumbai, is attached herewith and forms part of this report.

17. ACKNOWLEDGEMENTS :

Your Directors place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from its employees as also from the Banks.

Your Directors would also like to thank the customers, suppliers and shareholders for their continued support and co-operation.

For and on behalf of the Board of Directors

Chirag C. Doshi

Chairman

Registered Office :

534, Sardar Vallabhbhai Patel Road,

Opera House,

Mumbai - 400 007.

Dated : 4th May, 2012


Mar 31, 2011

The Members, The Directors have the pleasure to present to you the Annual Report and the audited statements of accounts for the year ended 31" March, 2011.

I.FINANCIAL RESULTS:

For the year Previous year

ended ended

31.03.2011 31.03.2010

Rupees Rupees

Profit /(Loss) before depreciation and taxation 18,174,330 22,550,850

Less : Depreciation & Other Charges on Fixed Assets 932,394 1,109,369

Profit /(Loss) for the year before Provisions 17,241,936 21,441,481

Add : Provision for Expenses 216,252 217,049

written back/off (net)

Add : Diminution in value of 37,128 - investments w/ off

Add: Prior year Effects : Expenses/lncome(net) (369,269) (242,060)

Less:Provision for taxation Normal / M A T u / s 1 1 5 JB 3,374,859 3,562,395

Add: MAT Credit entitlement - 3,562,395

Less : Deferred Tax Asset w/off 11,415,189 7,249,040

Profit/(Loss) for the year after tax & Adjustments/ write backs 2,335,999 14,167,430

Deficit brought forward from Previous year (7,203,133) (21,370,563)

Balance carried to Balance Sheet (4,867,134) (7,203,133)

2. OPERATION HIGHLIGHTS :

During the year under review, the Auto Division of the Company at Churchgate has become Tata Authorised Service Centre (TASC) of M/s. TATA Motors Limited for TATA and FIAT passenger cars range of vehicles. However, it will also continue to be service centre for Multi-brand cars. The total turnover of the Company including Automobiles sales and service and Hospitality Division is Rs 777 lacs as compared to Rs 866 Lacs in the previous year.

During the year under review, the Company sold 02 Hyundai cars out of the old stock available with the Company, as compared to 03 Hyundai Cars sold in the previous year. The sale of Spare Parts during the year was Rs 138 lacs as against Rs 226 lacs in the previous year.

As regards Hospitality Division, with improved services, the Company has been able to scale up its turnover in this segment. This coupled with cost control measures adopted has enabled the Company to achieve better performance.

3. DIVIDEND :

Your Directors do not recommend any dividend for the financial year ended on 31st March, 2011, in view of the brought forward losses still remaining unabsorbed.

4. FINANCE AND ACCOUNTS:

FIXED DEPOSITS:

The Company does not accept any fixed deposits from the public. Hence, the details of the same are not given in the Report.

INCOME TAX ASSESSMENT:

Income tax assessment of your Company has been completed upto the Assessment Year 2009- 2010. However the Company has preferred appeals with the higher authorities in respect of A.Y. 2002-2003.

AUDITORS REPORT:

There are no qualifications and / or observations in the Auditors Report, calling for any explanations from the Board.

5. PERSONNEL:

The industrial relations continue to be satisfactory in all the Division of the Company.

None of the employees fall within the purview of Section 217(2A) of the Companies Act, 1956 as amended and the rules framed thereunder.

6. INSURANCE:

The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion etc.

7. DEMATERIALIZATION OF SHARES:

The Company's shares are listed on Bombay Stock Exchange Limited and the Company's Registrar and Share Transfer Agents have established connectivity with National Securities Depository Ltd. & Central Depository Service (India) Ltd. The ISIN No. is INE691K01017. As on 31.03.2011, 17,103 equity shares representing 8.552% of the total shares have been dematerialized.

8. DEVELOPMENT OF COMPANY'S WEBSITE:

Pursuant to insertion of Clause 54 in the Listing Agreement, all the Listed Companies are mandated to have their functional website. Accordingly, the Company has developed its Website, namely www.bcma.in. The website provides detailed information about the Company, its business activities, locations of its corporate office etc. The Quarterly Results, Annual Report and Shareholding Pattern are updated on the website of the Company.

9. PERSONS COMING WITHIN THE DEFINITION OF GROUP AS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969:

The following persons constitute the Group under the definition of 'Group' as defined in the Monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969), which exercises or is established to be in a position to exercise control, directly or indirectly, over the Company :

Mr. Chakor L. Doshi Walchand Botanicals Pvt. Ltd.

Mr. Chirag C. Doshi Rodin Holdings Inc.

Mrs. Champa C. Doshi Olsson Holdings Inc.

Mrs. Kanika G. Sanger Smt. Lalitabai Lalchand Charity Trust

Walchandnagar Walchand Charitable Industries Limited Trust

Walchand Great Lalchand Hirachand Achievers Pvt. Ltd (HUF)

Walchand Kamdhenu Chakor L. Doshi (HUF) Commercials Pvt. Ltd.

Walchand Chiranka Chirag C. Doshi (HUF) Trading Pvt. Ltd.

The above disclosure has been made inter-alia, as required under Regulation 3(1 )(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations as amended from time to time.

10. CORPORATE FILING AND DISSEMINATION SYSTEM (CFDS), viz. www.corpfilinq.co.in

Pursuant to Clause 52 of the Listing Agreement, the quarterly, half yearly and annual results and shareholding pattern are filed on the Corporate Filing and Dissemination system (CORP filing) at www.corpfilinq.co.in. The necessary reports will also be filed and posted on the website of the Company from FY. 2011-2012 onwards.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors' hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed by your Company along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of its profit for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

12.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO :

As regards the additional information required by Section 217(1 )(e) of the Companies Act, 1956 read with the Companies [Amendment] Act, 1988 regarding Conservation of Energy, the same is not required to be given by the Company, as the Company is not listed in the Schedule to the Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1988.

There is no Research & Development activity, no import of technology or foreign exchange earnings or outgo; hence details of the same are not annexed to this report.

13. SUBSIDIARY:

The Company does not have any subsidiary.

14. DIRECTORS:

During the year, Mr. Chakor L. Doshi has relinquished the post of Chairman of the Company and the Board has reluctantly accepted the resignation of Mr. Chakor L. Doshi as Chairman of the Company. However, he has continued as a Director of the Company and the Board has unanimously conferred him the position of "Chairman Emeritus" of the Company. The Board has appointed Mr. Chirag C. Doshi as the Chairman of the Company w.e.f. 09.11.2010.

In accordance with the provision of the Companies Act, 1956 and Article 156 of the Articles of Association of the Company, Mr. Chakor L. Doshi and Mr. Sanjay P. Muthe are due to retire by rotation at the 92nd Annual General Meeting and being eligible, offer themselves for reappointment.

15. AUDITORS:

M/s. A. B. Jog & Co., Chartered Accountants, Mumbai, the Statutory Auditors, of the Company will retire at the ensuing Annual General Meeting and they being eligible have offered themselves for re-appointment. The Company has received the necessary certificate u/s 224-1B from them about their eligibility for re-appointment. The members are requested to appoint the Auditors and fix their remuneration.

16. SECRETARIAL COMPLIANCE REPORT:

As required under Section 383A(1) of the Companies Act, 1956, the Compliance Report issued by M/s. Ragini Chokshi & Associates., Practicing Company Secretary, Mumbai, is attached herewith and forms part of this report.

17. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from its employees as also from the Banks.

Your Directors would also like to thank the customers, suppliers and shareholders for their continued support and co-operation.

For and on behalf of the Board of Directors

CHIRAG C. DOSHI

CHAIRMAN

Registered Office :

534, Sardar Vallabhbhai Patel Road,

Opera House,

Mumbai - 400 007.

Dated : 3rd June, 2011




Mar 31, 2010

The Directors have the pleasure to present to you the Annual Report and the audited statement of accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS :

For the year Previous year

ended ended

31.03.2010 31.03.2009 Rupees Rupees

Profit /(Loss) before

depreciation and taxation 2,25,50,850 2,39,16,146

Less : Depreciation & Other

Charges on Fixed Assets 11,09,369 13,25,682

Profit /(Loss) for the year

before Provisions 2,14,41,481 2,25,90,464

Add:Provisions written back:

a) Provision for expenses 2,17,049 written back

b) For Diminution in value - (3,62,440) of investments

Add/(Less):Prior year Effects

a) Expenses/lncome(net) (2,42,060) 6,636

Less:Provision for taxation

a) M A T u / s 1 1 5 JB (35,62,395) (25,19,187)

b) Fringe Benefit Tax - (65,215) Add: MAT Credit entitlement 35,62,395 25,19,187 Less : Deferred Tax Asset

w/off (72,49,040) (78,31,443)

ProfiV(Loss) for the year

after tax & Adjustments/

writeback 1,41,67,430 1,43,38,002

Deficit brought forward

from Previous year (2,13,70,563) (3,57,08,565)

Balance carried to

Balance Sheet (72,03,133) (2,13,70,563)

DIVIDEND :

Your Directors do not recommend any dividend for the financial year ended on 31st March, 2010, in view of the brought forward losses still remaining unabsorbed.

OPERATION HIGHLIGHTS :

The total turnover of the Company including Automobile sales, service and Hospitality Division is Rs.8.66 Crores as compared to Rs. 11.84 Crores in the previous year.

During the year under review, the Company could sell 03 Hyundai cars manufactured by M/s.

Hyundai Motor India Ltd. as compared to 54 Hyundai Cars sold in the previous year since the Dealership of Hyundai Motor Company Ltd. came to an end w.e.f. 3rd April, 2009.

The sale of Spare Parts during the year was Rs. 226 lacs as against Rs. 291 lacs in the previous year.

As regards Hospitality Division, with improved services, the Company has been able to scale up its turnover in this segment. This coupled with cost control measures adopted has enabled the Company to achieve better performance.

PERSONNEL:

The industrial relations continue to be satisfactory in all the Units of the Company.

None of the employees fall within the purview of Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder.

INSURANCE:

The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion etc.

DIRECTORS:

Mr. Chirag C. Doshi and Mr. T. D. Lai, Directors, will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DEPOSITS:

There are no fixed deposits outstanding as on 31st March, 2010.

INCOME TAX ASSESSMENT:

Income tax assessment of your Company has been completed upto the Assessment Year 2007- 2008. However the Company has preferred appeals with the higher authorities in respect of A.Y. 2002-03.

DEMATERIALIZATION OF SECURITIES:

During the year, the equity shares of the Company have been admitted with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN No. allotted for Securities of the Company is INE691K01017 w.e.f. 03-12-2009.

ADDITIONAL INFORMATION :

As regards the additional information required by the Companies [Amendment] Act, 1988 regarding Conservation of Energy, the same is not required to be given by the Company, as the Company is not listed in the Schedule to the Companies [Disclosure of particulars in the Report of Board of Directors] Rules, 1988.

Moreover, since there is no Research & Development activity, import of technology or foreign exchange earnings or outgo, no details of the same are annexed to this report.

SECRETARIAL COMPLIANCE REPORT :

As required under Section 383A(1) of the Companies Act, 1956, the Compliance Report issued by M/s. Ragini Chokshi & Associates, Practicing Company Secretary, Mumbai, is attached herewith and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed by your Company along with proper explanation relating to material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently, and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of its profit for the year ended on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

AUDITORS :

M/s. A. B. Jog & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and they being eligible have offered themselves for re-appointment. The Company has received the necessary certificate u/s 224-1B from them about their eligibility for re-appointment. The members are requested to appoint the Auditors and fix their remuneration.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from its employees as also from the Banks.

Your Directors also like to thank the customers, suppliers and shareholders for their continued support and co-operation.

For and on behalf of the Board of Directors

CHAKOR L.DOSHI

CHAIRMAN

Registered Office:

534, Sardar Vallabhbhai Patel Road, Opera House,

Mumbai - 400 007.

Dated : 25* May, 2010



 
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