The Members of
BOMBAY CYCLE & MOTOR AGENCY LIMITED
Your Directors have the pleasure to present to you the Annual Report and the AuditedStatements of Accounts for the year ended March 31 2017.
1. FINANCIAL RESULTS
| ||March 31 2017 ||Year ended March 31 2016 |
|Total Revenue ||69448974 ||86342393 |
|Profit before Depreciation and Taxation ||18950454 ||25546088 |
|Less: Depreciation and Other Charges ||1347684 ||1465267 |
|On Fixed Assets || || |
|Profit before Exceptional ||17602770 ||24080821 |
|Items and Tax || || |
|Less: Exceptional items ||0 ||(99761) |
|Tax Expense ||5565607 ||7674255 |
|Profit for the Year ||12037163 ||16506327 |
2. FINANCIAL PERFORMANCE & HIGHLIGHTS
The total Revenue of the Company comprising of Automobile and Hospitality Divisions isRs 694.49 Lacs as compared to Rs 863.42 Lacs in the previous year. During the Year theSales / Revenue from operations for Hospitality Business have decreased due to increasingexpenditure mainly due to renovation of Karma Restaurant which has resulted into lowerprofitability. Karma is now renamed as Canto. We however are optimistic for the comingfinancial year. There is improvement in the Automobile Division in terms of Sales and wehope the same to continue in future also.
No material changes and commitments have occurred after the close of the year till thedate 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 2016-2017 onEquity Shares of Rs 10/- each at Rs 4/- per share equivalent to 40% (40% in the PreviousYear) aggregating to Rs 800000/-. The Dividend Distribution Tax thereon works out to Rs162861/-. The total outgo on account of this works out to Rs 962861/-. The dividendpayout is subject to approval of Members at the ensuing Annual General Meeting.
During the Year under review the Company has transferred Rs 1203716 to the GeneralReserve of the Company.
4. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has neither any Subsidiary nor Joint Venture nor Associate Company. Duringthe year under review none of the Companies have become or ceased to be CompanysSubsidiaries 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 theCompanies Act 2013 read with the Companies (Management and Administration) Rules 2014are set out herewith as Annexure A to this report.
The Independent Directors have given declarations that they meet the criteria ofIndependence 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. ChakorL. Doshi is due to retire by rotation at the 98th Annual General Meeting and beingeligible offer himself for reappointment.
Brief profile of the proposed appointee together with other disclosures in terms ofRegulation 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 2016-2017 viz. on May 25 2016;August 11 2016; November 04 2016 and January 31 2017.
8. COMMITTEES OF THE BOARD
The Company has several Committees which have been constituted in compliance with therequirements of the relevant provisions of applicable laws and statutes. The Company hasfollowing Committees of the Board comprising of Directors and / or Executives of theCompany: Audit Committee which comprises of two Independent Directors i.e. Mr. Ashok T.Kukreja (Chairman of Committee) and Mrs. Rupal Vora (Member) and Chairman & ManagingDirector Mr. Chirag C. Doshi (Member).
Risk Management Committee which comprises of Chairman & Managing Director Mr.Chirag C. Doshi (Chairman) General Manager Business Development Hospitality DivisionMrs. Padmini Verenkar (Member) and Company Secretary & Compliance Officer Ms. VinitaA. Kapoor (Member).
Nomination & Remuneration Committee which comprises of two Independent DirectorsMr. Ashok T. Kukreja (Chairman of Committee) and Mrs. Rupal Vora (Member) and ChairmanEmeritus Mr. Chakor L. Doshi (Member).
Committee of Independent Directorswhich comprises of Mr. Ashok T. Kukreja (Chairman ofCommittee) and Mrs. Rupal Vora (Member).
Internal Complaints Committee which comprises of 3 Company Executives i.e. GeneralManager Business Development Hospitality Division Mrs. Padmini Verenkar (PresidingOfficer) 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 ofthe Board as a whole Board Committees and Directors. The exercise was led by theIndependent Directors of the Company. The Evaluation process focused on various aspects ofthe Board and Committees functioning such as composition of the Board and Committeesexperience and competencies performance of specific duties and obligations governanceissues etc. Separate exercise was carried out to evaluate the performance of individualDirectors 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 ofSection 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 ethicalmoral and legal business conduct. Accordingly the Board of Directors have formulated aWhistle Blower Policy to report genuine concerns or grievances. Protected disclosures canbe made by a whistle blower through an e-mail or telephone or a letter to the Chairman ofthe Audit Committee or the Company Secretary of the Company or any member of the Auditcommittee. The Policy on vigil mechanism /whistle blower policy may be accessed on theCompanys website at the link http://www.bcma.in/ investor_financial.php
12. PARTICULARS OF EMPLOYEES REMU- NERATION
(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 andRemuneration of Managerial Personnel) Rules 2014 is not being sent as the Company has nosuch employee who falls under the criteria specified in the said Rules.
(B) The ratio of the remuneration of each Director to the median employeesremuneration and other details in terms of Section 197 (12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this Report as Annexure B.
13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the FinancialYear with Related parties were in the Ordinary Course of Business and on arms lengthbasis.
Your Directors draw attention of the members to Note 27(5) to the Financial Statementwhich 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 ofDirectors Key Managerial Personnel and Senior Management of the Company. This policy alsolays down criteria for selection appointment and remuneration of Board Members / KeyManagerial Personnel and other employees.
The Nomination and Remuneration Committee and the Policy is in compliance with Section178 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 ap- pointment and removal of Directors KeyManagerial Personnel and Senior Management.
b) to evaluate the performance of the mem- bers of the Board and provide necessaryreport to the Board for further evaluation of the Board.
c) to recommend to the Board the Remu- neration payable to the Directors KeyManagerial Personnel and Senior Management.
ROLE OF COMMITTEE
The role of the Committee inter-alia is as follows:
a) to formulate a criteria for determining quali- fications positive attributes andindependence of a Director.
b) to recommend to the Board the appoint- ment and removal of Senior Management.
c) to carry out evaluation of Directors per- formance and recommend to the Boardappointment / removal based on his / her performance against criteria laid down.
d) to recommend to the Board on (i) policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management and (ii) Executive Directors remuneration andincentive.
e) ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks.
f) to devise a policy on Board diversity.
g) to develop a succession plan for the Board and to regularly review the plan and toidentify persons who can be appointed as Directors.
The duties of the Committee in relation to nomination matters include:
a) Ensuring that there is an appropriate in- duction & training programme in placefor new Directors and members of Senior Management and reviewing its effectiveness.
b) Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Companies Act2013.
c) Identifying and recommending Directors who are to be put forward for retirement byrotation.
d) Determining the appropriate size diver- sity and composition of the Board.
e) Setting a formal and transparent procedure for selecting new Directors forappointment to the Board.
f) Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan.
g) Evaluating the performance of the Board and Independent Directors.
h) Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.
i) Delegating any of its powers to one or more of its members or the Secretary of theCommittee.
j) Recommend any necessary changes to the Board.
k) Considering any other matters as may be requested by the Board.
The duties of the Committee in relation to remuneration matters include:
a) to consider and determine the Remunera- tion Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate.
b) to approve the remuneration of the Senior Management including Key ManagerialPersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort 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 theCommittee.
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 liabilityinsurance for Directors and senior management.
15. RISK MANAGEMENT
All material Risks faced by the Company are identified and assessed. For each of therisks identified corresponding controls are assessed and policies and procedures are putin 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 toimplement internal financial control with reference to Financial Statements across theorganization and ensure that the same are adequate and operating effectively.
The properties stocks stores assets etc. belonging to the Company continue to beadequately insured against fire riot civil commotion etc.
18. DEMATERIALIZATION OF SHARES
The Companys shares are listed on BSE Limited and the Companys Registrarand Share Transfer Agent has connectivity with National Securities Depository Ltd. &Central Depository Services (India) Ltd. The ISIN is INE691K01017. As on March 31 2017179238 equity shares representing 89.62% of the total shares have been dematerialized.
19. COMPANYS WEBSITE
The Company has its website namely www.bcma.in. The website provides detailedinformation about the business activity locations of its corporate offices and servicecentre etc. The Quarterly Results Annual Reports and Shareholding patterns and variouspolicies are placed on the website of the Company and the same are updated periodically.
20. MEANS OF COMMUNICATION The Company has designated email@example.com as an emailid for the purpose of registering complaints by investors and displayed the same on thewebsite of the Company.
21. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 theDirectors hereby confirm that:
i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures; if any
ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of March 31 2017 and of theprofit for the Year ended on that date;
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
All the Departments Continue their efforts to reduce the energy consumption. Themeasures taken at all your Companys units are:
i) Optimum Utilisation of Electrical Equipment.
ii) Maximum Possible saving of energy. There is no Research & Development activityno import of technology or foreign exchange earnings or outgo; hence details of the sameare not annexed to this report.
23. AUDITORS AND AUDITORS REPORT STATUTORY AUDITOR
M/s. N. G. Thakrar & Co. Chartered Accountants Mumbai was appointed in Adjourned96th Annual General Meeting as the Statutory Auditors of the Company to hold office fromthe conclusion of 96th Annual General Meeting (AGM) until the conclusion of the101st AGM subject to ratification by the Members at every AGM to be held during the saidperiod. The Company has received letter from them to the effect that their ratification ofappointment would be within the prescribed limits under Section 141(3) (g) of theCompanies Act 2013 and that they are not disqualified. The members are requested toratify the appointment of Auditors and authorise the Board to fix their remuneration.
The notes forming part of the accounts referred in the Auditors Report are selfexplanatory and give complete information.
There are no qualifications reservation or adverse remarks made by statutory auditorsin the Audit Report.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Board hasappointed M/s. Ragini Chokshi & Company Practicing Company Secretary to conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith marked as AnnexureC to this Report. There is no qualification reservations or adverse remarksmade 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 CompaniesAct 2013 for applicability of the provisions of Corporate Social Responsibility. Henceyour Company is not required to constitute CSR Committee and to comply Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2014.
25. CORPORATE GOVERNANCE
As per SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 yourCompany falls in the exempted category being very small Capital. Hence CorporateGovernance is not applicable to the Company.
Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 underany scheme.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors wish to convey their gratitude and place on record their sincereappreciation of the assistance and cooperation that the Company has been receiving fromits employees as also from the Banks.
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
534 Sardar Vallabhbhai Patel Road
Mumbai - 400 007.
Tel. : 022 - 40287104/110
Fax : 022 - 23634527
Email : firstname.lastname@example.org
Website : www.bcma.in
Dated : May 25 2017
Annexure B to Directors Report
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
Remuneration of each Director Chief Financial Officer and Company Secretary duringthe Financial Year 2016-17 ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the Financial Year 2016-17 and thecomparison of remuneration of each Key Managerial Personnel (KMP) against the performanceof the Company are as under:
|Sr. No. ||Name of Director / KMP for F.Y. 2016-2017 ||Remuneration of Director / KMP for F.Y. 2016-2017 ||% increase / decrease in Remuneration in the F.Y. 2016-2017 ||Ratio of Remuneration of each Director to the median remuneration of employees |
|1 ||Mr. Chakor L. Doshi Chairman Emeritus ||297915 ||-40.37% ||2.03:1 |
|2 ||Mr. Chirag C. Doshi Chairman & Managing Director ||0 ||N.A. ||N.A. |
|3 ||Mr. Ashok T. Kukreja Non-executive Director ||125000 ||0 ||0.85:1 |
|4. ||Mrs. Rupal Vora Non-executive Director ||125000 ||0 ||0.85:1 |
|5. ||Ms. Vinita A. Kapoor Company Secretary & Compliance Officer ||878000 ||16.25%* ||- |
|6. ||Mr. Mahendra J. Kharwa Chief Financial Officer ||652968 ||18.64% ||- |
This percentage excludes the impact of contract completion reward.
ii) The median remuneration of employees of the Company during the FinancialYear was Rs 1.47 lakh p.a.;
iii) In the Financial Year there was an increase of 10.01% in the median remunerationof employees;
iv) There were 49 permanent employees on the rolls of Company as on March 31 2017;
v) Relationship between average increase in remuneration and Company Performance:-
The reward philosophy of the company is to provide market competitive Remuneration.
Every year the salary increase is decided on the basis of a benchmarking exercise andsimilar approach was followed during the year ended March 31 2017. Variable Compensationis part of the package for senior employees and is linked with individual performance.
vi) Comparison of Remuneration of the Key Mana- gerial Personnel(s) against theperformance of the Company:
|Name of KMP ||Title ||Remuneration in ||Remuneration in |
| || ||F.Y. 2015-16 ||F.Y. 2016-17 |
|Mr. Mahendra J. Kharwa ||Chief Financial Officer ||550400 ||652968 |
|Ms. Vinita A. Kapoor ||Company Secretary & Compliance Officer ||583240 ||878000 |
Profit before Tax decreased by 27.20% and profit after tax decreased by 27.08% in theFinancial year 2016-17.
vii) a) Variations in the market capitalisation of the Company : The marketcapitalisation as on March 31 2017 was Rs 3070 Lacs (` 2750 Lacs as on March 31 2016).
b) Price Earnings ratio of the Company was 25.50 as at March 31 2017 and was 16.66 asat March 31 2016.
c) The closing share price of the Company at BSE Limited on March 31 2017 being Rs1535.00 per equity share of face value of Rs 10/- each has grown 153.50 times since thelast public offer made in the year 1956 (Offer price was Rs 10/- per equity share of facevalue of Rs 10/- each). salaries of employees other than the managerial personnel in theFinancial Year i.e. 2016-2017 was 6.16% whereas the increase in the managerialremuneration for the same financial year was 17.41%.
ix) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees.
x) The ratio of the remuneration of the highest paid employee who is not director butreceive remuneration in excess of the highest paid director during the year was 0.34:1 and
xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees of the Company.