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 2018.
1. FINANCIAL RESULTS
|Particulars ||Year ended March 31 2018 (Rs.) ||Previous Year ended March 31 2017 (Rs.) |
|Total Revenue ||77288292 ||69654854 |
|Profit before Depreciation and Taxation ||22685228 ||19316659 |
|Less: Depreciation and Other Charges On Property Plant and Equipment ||1396504 ||1347684 |
|Profit before Exceptional Items and Tax ||21288724 ||17968975 |
|Less: Exceptional items ||0 ||0 |
|Tax Expense ||5479402 ||5731769 |
|Profit for the Year ||15809322 ||12237206 |
Indian Accounting Standards :
The Financial Statements for the year 2017-18 have been prepared in compliance with thenew set of Indian Accounting Standards (IND AS) and the comparatives for the correspondingprevious year 2016-17 have been restated under IND AS for making items comparable.
The Ministry of Corporate Affairs (MCA') vide its notification in the officialgazette dated 16th February 2015 has made applicable the Indian AccountingStandards (Ind AS') to certain classes of companies. For the Company Ind AS wasapplicable from 1st April 2017 with a transition date of 1st April2016. The financial results have been prepared in accordance with the recognition andmeasurement principles laid down under Ind AS as presented under Section 133 of theCompanies Act 2013 (the Act) read with the relevant rules issued thereunderand 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 isRs. 77288292 as compared to Rs. 69654854 in the previous year. Further the Profitafter tax for F. Y. 2017-18 stood at Rs. 15809322 as compared to Rs. 12237206.
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 2017-2018 onEquity Shares of Rs 10/- each at Rs. 5/ - per share equivalent to 50% (40% in the PreviousYear) 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 dividendpayout is subject to approval of Members at the ensuing Annual General Meeting. During theYear under review the Company has transferred Rs. 15.81 Lakhs to the General Reserve ofthe 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 Company'sSubsidiaries 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.
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 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. ChiragC. Doshi is due to retire by rotation at the 99th Annual General Meeting andbeing eligible 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.
APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL
During the Year Company appointed Mr. Prashant B. Gaikwad as Company Secretary andCompliance Officer of the Company a Key Managerial Personnel w.e.f 13thNovember 2017 in place of Ms. Vinita A. Kapoor who has resigned from the services of theCompany and has ceased to be Company Secretary and Compliance Officer of the Company w.e.f13th September 2017. Mr. Prashant B. Gaikwad is an Associate member ofInstitute 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 therequirements of the relevant provisions of applicable laws and statutes.
The Company has following Committees of the Board comprising of Directors and / orExecutives 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 & ManagingDirector Mr. Chirag C. Doshi (Member).
Risk Management Committee which comprises of Chairman & Managing DirectorMr. Chirag C. Doshi (Chairman) General Manager Business Development HospitalityDivision Mrs. Padmini Verenkar (Member) and Company Secretary & Compliance OfficerMr. Prashant B. Gaikwad (Member).
Nomination & Remuneration Committee which comprises of two IndependentDirectors Mr. Ashok T. Kukreja (Chairman of Committee) and Mrs. Rupal Vora (Member) andChairman 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. ArunMathkar (Member).
9. BOARD EVALUATION
During the Year Evaluation cycle was completed which included the Evaluation of theBoard as a whole Board Committees and Directors. The exercise was done in the IndependentDirectors meeting and Nomination and Remuneration Committee meeting of the Company. TheEvaluation process focused on various aspects of the Board and Committees functioning suchas composition of the Board and Committees experience and competencies performance ofspecific duties and obligations governance issues etc. Separate exercise was carried outto evaluate the performance of individual Directors on parameters such as attendancecontribution 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 No. 2 and 5 to the Financial Statement).
11. VIGIL MECHANISM
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy toreport genuine concerns or grievances. Protected disclosures can be made by a whistleblower through an e-mail or telephone line or a letter to the Chairman of the AuditCommittee 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'swebsite 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 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 employee'sremuneration 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 arm's lengthbasis.
Your Directors draw attention of the members to Note No. 23 (7) to the FinancialStatement 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 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 appointment and removal of Directors KeyManagerial Personnel and Senior Management.
b) to evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.
c) to recommend to the Board the Remuneration payable to the Directors Key ManagerialPersonnel 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 andindependence 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 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 induction & 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 diversity 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 Remuneration Policy based on the performance and alsobearing in mind that the remuneration is reasonable and sufficient to attract retain andmotivate 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 Company's shares are listed on BSE Limited and the Company's Registrar and ShareTransfer Agents have connectivity with National Securities Depository Ltd. & CentralDepository Services (India) Ltd. The ISIN is INE691K01017. As on March 31 2018 179524equity shares representing 89.76% of the total shares have been dematerialized.
19. COMPANY'S 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 firstname.lastname@example.org as an email id for the purpose ofregistering 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 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 2018 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 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 foreignexchange earnings or outgo; hence details of the same are not annexed to this report.
23. AUDITORS AND AUDITOR'S 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 holdoffice from the conclusion of 96th Annual General Meeting (AGM) until theconclusion of the 101st AGM subject to ratification by the Members at every AGMto be held during the said period. However pursuant to Companies Amendment Act 2018Annual Ratification of Appointment of Auditors is not required.
The notes forming part of the accounts referred in the Auditors' Report are selfexplanatory and give complete information. There are no qualifications reservation oradverse remarks made by statutory auditors in 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 2017-18. The Secretarial Audit Report for thefinancial year ended March 31 2018 is annexed herewith marked as Annexure C'to this Report. There is no qualification reservations or adverse remarks made bySecretarial Auditors in the Audit Report.
REPORTING OF FRAUDS BY AUDITOR
During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which needs to be mentioned in the Board's 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 with otherprovisions of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014.
25. CORPORATE GOVERNANCE
The paid-up equity share capital of your Company is less than Rs. 10 crores and Networth is less than Rs. 25 crores hence as per Regulation 15(2) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 Compliance with theprovisions 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 Annexure D'to this report.
27. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by 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 Company's 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.
29. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT
The Company reports that no shares issued pursuant to Public Issue remains unclaimedhence the Clause of Disclosure with respect to Demat Suspense Account / Unclaimed SuspenseAccount is not applicable.
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.
Your Directors would also like to thank the customers suppliers and shareholders fortheir 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 - 23612195 / 96 / 97
Fax : 022 - 23634527
Email : email@example.com
Website : www.bcma.in
Dated : May 25 2018