Directors Report of Bombay Cycle & Motor Agency Ltd.
Mar 31, 2018
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 March 31, 2018.
1. FINANCIAL RESULTS
|
Particulars |
Year ended March 31, 2018 (Rs.) |
Previous Year ended March 31, 2017 (Rs.) |
|
Total Revenue |
77,288,292 |
69,654,854 |
|
Profit before Depreciation and Taxation |
22,685,228 |
19,316,659 |
|
Less: Depreciation and Other Charges On Property, Plant and Equipment |
1,396,504 |
1,347,684 |
|
Profit before Exceptional Items and Tax |
21,288,724 |
17,968,975 |
|
Less: Exceptional items |
0 |
0 |
|
Tax Expense |
5,479,402 |
5,731,769 |
|
Profit for the Year |
15,809,322 |
12,237,206 |
Indian Accounting Standards :
The Financial Statements for the year 2017-18 have been prepared in compliance with the new set of Indian Accounting Standards (IND AS) and the comparatives for the corresponding previous year 2016-17 have been restated under IND AS for making items comparable.
The Ministry of Corporate Affairs (âMCAâ), vide its notification in the official gazette dated 16th February, 2015, has made applicable the Indian Accounting Standards (âInd ASâ) to certain classes of companies. For the Company, Ind AS was applicable from 1st April, 2017 with a transition date of 1st April, 2016. The financial results have been prepared in accordance with the recognition and measurement principles laid down under Ind AS as presented under Section 133 of the Companies Act, 2013 (âthe Actâ) read with the relevant rules issued thereunder and the other accounting principles generally accepted in India as applicable.
2. FINANCIAL PERFORMANCE & HIGHLIGHTS
The total Revenue of the Company comprising of Automobile and Hospitality Divisions is Rs. 77,288,292 as compared to Rs. 69,654,854 in the previous year. Further the Profit after tax for F. Y. 2017-18 stood at Rs. 15,809,322 as compared to Rs. 12,237,206.
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 2017-2018 on Equity Shares of Rs 10/- each at Rs. 5/ - per share equivalent to 50% (40% in the Previous Year) aggregating to Rs. 10 Lacs. The Dividend Distribution Tax thereon works out to Rs. 2.05 Lakhs. The total outgo on account of this works out to Rs. 12.05 Lacs. 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. 15.81 Lakhs to the General Reserve of the Company.
4. SUBSIDIARY, JOINT VENTURES AND 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 Companyâs 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
DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT, 2013 :
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.
RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Chirag C. Doshi is due to retire by rotation at the 99th Annual General Meeting and being eligible, offer himself for reappointment.
Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the Notice which is part of this Annual Report.
APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL
During the Year Company appointed Mr. Prashant B. Gaikwad, as Company Secretary and Compliance Officer of the Company, a Key Managerial Personnel w.e.f 13th November, 2017 in place of Ms. Vinita A. Kapoor, who has resigned from the services of the Company and has ceased to be Company Secretary and Compliance Officer of the Company w.e.f 13th September, 2017. Mr. Prashant B. Gaikwad is an Associate member of Institute of Company Secretaries of India holding membership number A46480.
7. NUMBER OF MEETINGS OF THE BOARD
The Board met four (4) times during the Financial Year 2017-2018 viz. on May 25, 2017; August 24, 2017; November 13, 2017 and February 12, 2018.
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, Mr. Prashant B. Gaikwad (Member).
- Nomination & Remuneration Committee which comprises of two Independent Directors, Mr. Ashok T Kukreja (Chairman of Committee) 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 of Committee) and Mrs. Rupal Vora (Member);
- Internal Complaints Committee which comprises of 4 Company Executives i.e. General Manager - Business Development, Hospitality Division, Mrs. Padmini Verenkar (Presiding Officer), Company Secretary & Compliance Officer, Mr. Prashant B. Gaikwad (Member), Sr. Sales Executive, Ms. Pooja Ambre (Member) and Manager - HR Admin., Mr. Arun Mathkar (Member).
9. BOARD EVALUATION
During the Year, Evaluation cycle was completed which included the Evaluation of the Board as a whole, Board Committees and Directors. The exercise was done in the Independent Directors meeting and Nomination and Remuneration Committee meeting 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 BY COMPANY
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 Statement (Please refer to Note No. 2 and 5 to the Financial Statement).
11. VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an email, 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 Companyâs website at the link: http://www. bcma. in/pdf/ policies_and_release/policies/ Whistleblower%20Policy.pdf
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 employeeâs 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 âAnnexure Bâ.
13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the Financial Year with Related parties were in the Ordinary Course of Business and on armâs length basis.
Your Directors draw attention of the members to Note No. 23 (7) 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 Directorâs 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) ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
f) to devise a policy on Board diversity.
g) 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
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 Companyâs shares are listed on BSE Limited and the Companyâs 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, 2018, 179,524 equity shares representing 89.76% of the total shares have been dematerialized.
19. COMPANYâS 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 [email protected] as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.
21. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the Directorsâ 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, 2018 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, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
All the Departments continue their efforts to reduce the energy consumption. The measures taken at all your Companyâs 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. AUDITORS AND AUDITORâS REPORT
STATUTORY AUDITOR
M/s. N. G. Thakrar & Co., Chartered Accountants, Mumbai, was appointed in Adjourned 96th Annual General Meeting as the Statutory Auditors of the Company to hold office from the conclusion of 96th Annual General Meeting (AGM) until the conclusion of the 101st AGM subject to ratification by the Members at every AGM to be held during the said period. However pursuant to Companies Amendment Act, 2018, Annual Ratification of Appointment of Auditors is not required.
AUDITORS REPORT
The notes forming part of the accounts referred in the Auditorsâ 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 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as âAnnexure Câ to this Report. There is no qualification, reservations or adverse remarks made by Secretarial Auditors in the Audit Report.
REPORTING OF FRAUDS BY AUDITOR
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boardâs Report.
24. CORPORATE SOCIAL RESPONSIBILITY (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
The paid-up equity share capital of your Company is less than Rs. 10 crores and Net worth is less than Rs. 25 crores, hence as per Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Compliance with the provisions of Regulation 27 i.e Corporate Governance is not applicable to your Company.
26. MANAGEMENT DISCUSSION AND ANALYSIS
Detailed management discussion and analysis is enclosed by way of âAnnexure Dâ to this report.
27. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.
28. 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 Companyâs 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.
29. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT
The Company reports that no shares issued pursuant to Public Issue remains unclaimed hence the Clause of Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account is not applicable.
30. ACKNOWLEDGEMENTS
Your Directors wish to convey their gratitude and place on record their sincere appreciation of the assistance and cooperation 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.
CIN: L74999MH1919PLC000557
Tel. : 022 - 23612195 / 96 / 97
Fax : 022 - 23634527
Email : [email protected]
Website : www.bcma.in
Dated : May 25, 2018
Mar 31, 2017
To,
The Members of
BOMBAYCYCLE & MOTORAGENCY LIMITED
The Directors have the pleasure to present to you the Annual Report and the Audited Statements of Accounts for the year ended March 31, 2017.
1. FINANCIALRESULTS
|
Year ended March 31,2017 |
Previous Year ended March 31, 2016 |
|
|
Total Revenue |
69,448,974 |
86,342,393 |
|
Profit before Depreciation and Taxation |
18,950,454 |
25,546,088 |
|
Less: Depreciation and Other Charges On Fixed Assets |
1,347,684 |
1,465,267 |
|
Profit before Exceptional Items and Tax |
17,602,770 |
24,080,821 |
|
Less: Exceptional items |
0 |
(99,761) |
|
Tax Expense |
5,565,607 |
7,674,255 |
|
Profit for the Year |
12,037,163 |
16,506,327 |
2. FINANCIAL PERFORMANCE & HIGHLIGHTS
The total Revenue of the Company comprising of Automobile and Hospitality Divisions is Rs.694.49 Lacs as compared to Rs.863.42 Lacs in the previous year. During the Year, the Sales / Revenue from operations for Hospitality Business have decreased due to increasing expenditure mainly due to renovation of Karma Restaurant which has resulted into lower profitability. Karma is now renamed as Canto. We however are optimistic for the coming financial year. There is improvement in the Automobile Division in terms of Sales 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. DIVIDENDANDRESERVES
Your Directors are pleased to recommend Dividend for the Financial Year 2016-2017 on Equity Shares of Rs.10/- each at Rs.4/- per share equivalent to 40% (40% 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.1,203,716 to the General Reserve of the Company.
4. SUBSIDIARY, JOINT VENTURES AND 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. EXTRACTOFANNUALRETURN
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 âAnnexure Aâ to this report.
6. DIRECTORS
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.
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 98th Annual General Meeting and being eligible, offer himself for reappointment.
Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the Notice which is part of this Annual Report.
7. NUMBEROFMEETINGSOFTHEBOARD
The Board met four (4) times during the Financial Year 2016-2017 viz. on May 25, 2016; August 11, 2016; November 04, 2016 and January 31, 2017.
8. COMMITTEES OFTHEBOARD
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 of Committee) 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 of Committee) 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. BOARDEVALUATION
During the year, the Evaluation cycle was completed which included the Evaluation of the Board as a whole, Board Committees and Directors. The exercise was led by 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 judgment.
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 Statement (Please refer to Note 9 and 12 to the Financial Statement).
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 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 âAnnexure Bâ.
13. CONTRACTSANDARRANGEMENTSWITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the Financial Year with Related parties were in the Ordinary Course of Business and on arm''s length basis.
Your Directors draw attention of the members to Note 27(5) 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.
ROLEOFCOMMITTEE
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) ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
f) to devise a policy on Board diversity.
g) 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. RISKMANAGEMENT
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. DEMATERIALIZATIONOFSHARES
The Company''s shares are listed on BSE Limited and the Company''s Registrar and Share Transfer Agent has connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE691K01017. As on March 31, 2017, 179,238 equity shares representing 89.62% of the total shares have been dematerialized.
19. COMPANYâS 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. MEANSOF COMMUNICATION
The Company has designated [email protected] as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.
21. DIRECTORSâRESPONSIBILITY 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, 2017 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 TECHNOLOGY 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 Utilization 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. AUDITORS AND AUDITORâS REPORT STATUTORY AUDITOR
M/s. N. G. Thakrar & Co., Chartered Accountants, Mumbai, was appointed in Adjourned 96th Annual General Meeting as the Statutory Auditors of the Company to hold office from the conclusion of 96th Annual General Meeting (AGM) until the conclusion of the 101st AGM, subject to ratification by the Members at every AGM to be held during the said period. The Company has received letter from them to the effect that their ratification of appointment, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013, and that they are not disqualified. The members are requested to ratify the appointment of Auditors and authorize 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.
SECRETARIALAUDITOR
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 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as âAnnexure Câ to this Report. There is no qualification, reservations or adverse remarks made by Secretarial Auditors in the Audit Report.
24. CORPORATE SOCIAL RESPONSIBILITY (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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company falls in the exempted category being very small Capital. Hence, 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. ACKNOWLEDGEMENTS
Your Directors wish to convey their gratitude and place on record their sincere appreciation of the assistance and cooperation 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.
CIN: L74999MH1919PLC000557
Tel. : 022 - 40287104/110
Fax : 022 - 23634527
Email : [email protected]
Website : www.bcma.in
Dated : May 25, 2017
Mar 31, 2016
DIRECTORSâ REPORT
To,
The Members of
BOMBAY CYCLE & MOTOR AGENCY LIMITED
Your Directors have pleasure to present to you the Annual Report and the Audited Statements of Accounts for the year ended March 31, 2016.
1. Financial Results
|
Year ended March 31, 2016 |
Previous Year ended March 31, 2015 |
|
|
Total Revenue |
86,342,392 |
78,986,655 |
|
Profit before Depreciation and Taxation |
25,555,058 |
24,025,962 |
|
Less: Depreciation and Other Charges On Fixed Assets |
1,465,267 |
1,414,790 |
|
Profit before Exceptional Items and Tax |
24,089,791 |
2,261,172 |
|
Less: Exceptional items |
(90,791) |
(1,100,460) |
|
Tax Expense |
7,674,255 |
6,951,279 |
|
Profit for the Year |
16,506,327 |
16,760,353 |
2. FINANCIAL PERFORMANCE & HIGHLIGHTS
The total income of the Company comprising of Automobile and Hospitality Divisions is Rs, 863.42 Lacs as compared to Rs, 789.87 Lacs in the previous year. During the Year, the Sales / Income from operations for Hospitality Business has increased. However, increased expenditure mainly due to renovation of Karma Restaurant has resulted into lower 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 2015-2016 on Equity Shares of Rs, 10/- each at Rs, 4/- per share equivalent to 40% (40% 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, 1,650,633 to the General Reserve of the Company.
4. SUBSIDIARY, JOINT VENTURES AND 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 âAnnexure Aâ to this report.
6. DIRECTORS
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.
Retirement by rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Chirag C. Doshi is due to retire by rotation at the 97th Annual General Meeting and being eligible, offer himself for reappointment.
Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the Notice which is part of this Annual Report.
7. NUMBER OF MEETINGS OF THE BOARD The Board met four (4) times during the Financial Year 2015-2016 viz. on May 12, 2015; August 14, 2015; November 05, 2015 and February 05, 2016.
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 Evaluation cycle was completed which included the Evaluation of the Board as a whole, Board Committees and Directors. The exercise was led by 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 judgment.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
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 Statement (Please refer to Note 9 and 12 to the Financial Statement).
11. VIGIL MECHANISM
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 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 âAnnexure Bâ.
13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the Financial Year under review with Related parties were in the Ordinary Course of Business and on arm''s length basis.
Your Directors draw attention of the members to Note 27(5) 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) ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.
f) to devise a policy on Board diversity.
g) 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 under review, 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, 2016, 178,412 equity shares representing 89.21% of the total shares have been dematerialized.
19. COMPANYâS 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 [email protected] as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.
21. DIRECTORSâ 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, 2016 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 TECHNOLOGY 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 Utilization 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. AUDITORS AND AUDITORâS REPORT STATUTORY AUDITOR
M/s. N. G. Thakrar & Co., Chartered Accountants, Mumbai, was appointed in Adjourned 96th Annual General Meeting as the Statutory Auditors of the Company to hold office from the conclusion of 96th Annual General Meeting (AGM) until the conclusion of the 101st AGM, subject to ratification by the Members at every AGM to be held during the staid period. The Company has received letter from them to the effect that their ratification of appointment, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified. The members are requested to ratify the appointment of Auditors and authorize 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. SECRETARIALAUDITOR
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 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as âAnnexure Câ to this Report. There is no qualification, reservations or adverse remarks made by Secretarial Auditors in the Audit Report.
24. CORPORATE SOCIAL RESPONSIBILITY
(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 SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, your Company falls in the exempted category being very small Capital. Hence, 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. 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
CIN: L74999MH1919PLC000557
Tel. : 022 - 40287104/110, 40287171
Fax : 022 - 23634527
Email : [email protected]
Website : www.bcma.in
Dated : May 25, 2016
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 [email protected] 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 [email protected] 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 CompanyÂs shares are listed on Bombay Stock Exchange Limited and
the CompanyÂs 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. COMPANYÂS 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 [email protected] as an email id for the
purpose of registering complaints by investors and displayed the same
on the website of the Company.
11. DIRECTORSÂ 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 [email protected] 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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