DIRECTORS' REPORT To, The Members of BOMBAY CYCLE & MOTOR AGENCY LIMITED 1. Your Directors have pleasure to present to you the Annual Report and the Audited Statements of Accounts for the year ended March 31, 2016 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 'Annexure A' 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 re-appointment. 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 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 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 'Annexure B'. 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. COMPANY'S WEBSITE The Company has its website namely www.bcma.in . The website provides detailed information about the business activity, locations of its corporate offices and service centre etc. The Quarterly Results, Annual Reports and Shareholding patterns and various policies are placed on the website of the Company and the same are updated periodically. 20. MEANS OF COMMUNICATION The Company has designated investors@bcma.in as an email id for thepurpose 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, 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 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 AUDITOR'S 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 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 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as 'Annexure C' 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 : investors@bcma.in Website : www.bcma.in Dated : May 25, 2016 |