99TH ANNUAL REPORT 2017 - 2018 Report 2017- 2018.pdf · REGISTRAR & SHARE TSR DARASHAW LIMITED TRANSFER AGENTS 6-10, Haji Moosa Patrawala Ind. Estate, 20, Dr. E. Moses Road, Mahalaxmi,

99TH ANNUAL REPORT2017 - 2018

BOMBAYCYCLE & MOTOR

AGENCY LTD.

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BOMBAY CYCLE & MOTOR AGENCY LIMITED99TH ANNUAL REPORT 2017-2018

BOARD OF DIRECTORS CHAKOR L. DOSHIChairman Emeritus

CHIRAG C. DOSHIChairman & Managing Director

ASHOK T. KUKREJADirector

RUPAL VORADirector

KEY MANAGERIAL PERSONNEL PRASHANT B. GAIKWADCompany Secretary & Compliance Officer

MAHENDRA J. KHARWAChief Financial Officer

REGISTERED OFFICE 534, Sardar Vallabhbhai Patel Road,Opera House, Mumbai - 400 007.Tel. : 022 - 23612195 / 96 / 97Fax : 022 - 23634527Email : [email protected] : www.bcma.inCIN: L74999MH1919PLC000557

SERVICE STATION 7, J. Tata Road, Churchgate,Mumbai - 400 020.Tel.: 022 - 66263000, Fax: 022 - 66263020

BANKERS BANK OF INDIAHDFC BANKSTATE BANK OF INDIA

AUDITORS N. G. Thakrar & Co.Chartered Accountants

REGISTRAR & SHARE TSR DARASHAW LIMITEDTRANSFER AGENTS 6-10, Haji Moosa Patrawala Ind. Estate,

20, Dr. E. Moses Road,Mahalaxmi, Mumbai - 400 011.Tel.: 022 - 66568484, Fax: 022 - 66568494Email : [email protected]

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NOTICENOTICE is hereby given that the NINETYNINETH ANNUAL GENERAL MEETING OFMEMBERS OF BOMBAY CYCLE &MOTOR AGENCY LTD. will be held asscheduled below:

Day : MondayDate : August 13, 2018Time : 12.00 NoonVenue : BCMA LTD.,

534, Sardar VallabhbhaiPatel Road, Opera House,Mumbai - 400 007.

The Agenda for the meeting will be as under:

Ordinary Business :

1) To receive, consider and adopt theAudited Financial Statements for theYear ended on March 31, 2018 togetherwith the Reports of Board of Directorsand Auditors thereon.

2) To declare Dividend on Equity Sharesfor the Financial Year ended March 31,2018.

3) To appoint a Director in place of Mr.Chirag C. Doshi, Director (DIN :00181291), who retires by rotation at 99th

Annual General Meeting and beingeligible, offers himself forreappointment.

Special Business :

4) To consider and determine the fees fordelivery of any document through aparticular mode of delivery to amember and in this regard, to considerand, if thought fit, to pass the followingresolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to section20 and other applicable provisions, if

any, of the Companies Act, 2013 andrelevant Rules prescribed thereunder,upon receipt of a request from a memberfor delivery of any document through aparticular mode an amount equal toactual expenses to be incurred by theCompany, be levied as and by way offees for sending the document toshareholders in the desired particularmode.

RESOLVED FURTHER THAT theestimated fees for delivery of thedocument shall be paid by the memberin advance to the Company, beforedispatch of such document.

RESOLVED FURTHER THAT for thepurpose of giving effect to this resolution,any Key Managerial Personnel be andare hereby severally authorized to do allsuch acts, deeds, matters and thingsas they may in their absolute discretiondeem necessary, proper, desirable orexpedient and to settle any question,difficulty, or doubt that may arise inrespect of the matter aforesaid,including determination of theestimated fees for delivery of thedocument to be paid in advance.”

5) Special Resolution for approval of thelimits for the Loans and Investment bythe Company in terms of theprovisions Section 186 of theCompanies Act, 2013.

“RESOLVED THAT pursuant to theprovisions of Section 186(3) of theCompanies Act, 2013, read with theCompanies (Meetings of Board and itsPowers) Rules, 2014 as amended fromtime to time and other applicable

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provisions of the Companies Act, 2013(including any amendment thereto orre-enactment thereof for the time beingin force), if any, the consent of membersbe and hereby accorded to the Board/Company to (a) give any loan to any bodycorporate(s) / person (s); (b) give anyguarantee or provide security inconnection with a loan to any bodycorporate(s) / person (s); and (c) acquireby way of subscription, purchase orotherwise, securities of any bodycorporate from time to time for anamount not exceeding Rs. 25,00,00,000(Rupees Twenty Five Crores only)outstanding at any time notwithstandingthat such investments, outstandingloans given or to be given andguarantees and security provided arein excess of the limits prescribed underSection 186 of the Companies Act, 2013.

RESOLVED FURTHER THAT for thepurpose of giving effect to the above,Board of Directors of the Company and/or any person authorized by the Boardfrom time to time be and is herebyempowered and authorised to take suchsteps as may be necessary forobtaining approvals, statutory orotherwise, in relation to the above andto settle all matters arising out of andincidental thereto and to sign and toexecute deeds, applications,documents and writings that may berequired, on behalf of the Company andgenerally to do all such acts, deeds,matters and things as may benecessary, proper, expedient or

incidental for giving effect to thisresolution.

RESOLVED FURTHER THAT a certifiedcopy of the foregoing resolution signedby any 1 (one) of the Directors or Mr. G.S. Agrawal, Authorised Signatory of theCompany be forwarded to theconcerned authority in order to giveeffect to the aforesaid Resolution.”

By Order of the Board of Directors

Prashant B. Gaikwad

Company Secretary & ComplianceOfficer

Registered Office:

534, Sardar Vallabhbhai Patel Road,Opera House,Mumbai - 400 007.CIN: L74999MH1919PLC000557Tel. : 022 - 23612195 / 96 / 97Fax : 022 - 23634527Email : [email protected] : www.bcma.inDated : May 25, 2018

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NOTES :

a) A statement giving additional details ofDirector seeking appointment/reappointment as set out in Item No. 3is annexed herewith as required underSEBI (Listing Obligations andDisclosure Requirements) Regulations,2015.

b) A Statement under Section 102 (1) of theCompanies Act, 2013, relating to theSpecial Business under Item No. 4 & 5mentioned above is annexed hereto.

c) A member, entitled to attend and voteat the Annual General Meeting isentitled to appoint a proxy to attendand vote instead of himself / herselfand the proxy need not be a memberof the Company. The instrumentappointing a proxy should, however, bedeposited at the registered office ofthe company not less than 48 hoursbefore the commencement of themeeting.

Pursuant to the provisions of Section105 of the Companies Act, 2013, andthe Companies (Management andAdministration) Rules, 2014 a personcan act as proxy for only 50 membersand holding in aggregate not more than10 percent of the total share capital ofthe company carrying voting rights.Member holding more than 10 percentof the total share capital of thecompany carrying voting rights mayappoint a single person as proxy andsuch person shall not act as proxy forany other person / Shareholder.

d) The business set out in the Notice willbe transacted through electronic votingsystem and the Company is providing

facility for voting by electronic means.Instructions and other informationrelating to e-voting are given in thisNotice under Note No. t).

e) Corporate members intending to sendtheir authorised representatives toattend the Meeting pursuant to Section113 of the Companies Act, 2013 arerequested to send a certified true copyof the Board Resolution authorizing theirrepresentative to attend and vote on theirbehalf at the Meeting.

f) The Register of Members and ShareTransfer Books of the Company willremain closed from August 1, 2018 toAugust 13, 2018 (both days inclusive)for the purpose of payment of Dividendon Equity Shares, if declared at themeeting.

g) Members / Proxy holders / AuthorizedRepresentatives are requested to bringduly fi l led attendance slips sentherewith to attend the Meeting. In caseof joint holders attending the Meeting,only such joint holder who is higher inthe order of names will be entitled tovote at the Meeting.

h) The Dividend on Equity Shares, ifdeclared at the Meeting, will be paid onor before September 05, 2018 i.e. withinthe stipulated period, to those memberswho hold shares in Physical Form andwhose names appear in the Company’sRegister of members as on August 13,2018. In respect of the Shares held inDematerialized Form, the dividend willbe paid to the beneficial owners as perdetails to be furnished by theDepositories for this purpose at the endof business hours on July 31, 2018.

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i) Members who hold shares in physicalform are requested to notify immediatelychange in their addresses, if any, to theCompany’s Registrar and ShareTransfer Agent, M/s. TSR Darashaw Ltd.,specifying Registered Folio Numberand other relevant details. Members,who hold shares in Electronic Form arerequested to notify change in theiraddresses to Depository Participantswith whom they are maintaining theirBeneficial Owner Account.

j) The Securities and Exchange Board ofIndia (SEBI) has mandated thesubmission of Permanent AccountNumber (PAN) by every participant insecurities market. Members holdingshares in electronic form are, therefore,requested to submit their PAN and BankAccount details to their DepositoryParticipants with whom they aremaintaining their Demat Accounts.Members holding shares in physicalform can submit their PAN and BankAccount Details to the Company / RTA.

k) SEBI vide circular dated January 07,2010 has made it mandatory for legalheir(s) to furnish a copy of their PAN,duly self attested in the following casesin respect of shares of listed companiesheld in physical form:

Deletion of name of the deceasedshareholder(s), where the shares areheld in the names of two or moreshareholders;

Transmission of shares in favour oflegal heir(s), where deceasedshareholder was the sole holder ofshares; and

Transposition of shares, when thereis a change in the order of names inwhich physical shares are held jointlyin the names of two or moreshareholders.

l) Copies of the 99th Annual Reportcontaining Notice, Instructions forevoting along with Attendance sheet &Proxy form are being sent only byelectronic mode to the members whoseemail addresses are registered with theCompany / Depository forcommunication purposes unless anymember has requested for a hard copyof the same. For members who havenot registered their email addresses,physical copies of the 99th Annual Reportare being sent by the permitted mode.

However, in case a Member wishes toreceive a physical copy of the saiddocuments, he is requested to send ane-mail to [email protected] /[email protected] duly quoting his DPID and Client ID or the Folio number, asthe case may be.

Members holding shares in physicalform are requested to submit their emailaddress to the Registrar, M/s. TSRDarashaw Ltd. / the Company, dulyquoting their Folio number andMembers holding shares in electronicform who have not registered their emailaddress with their DP are requested todo so at the earliest, so as to enablethe Company to send the saiddocuments in electronic form, therebysupporting the green initiative of theMCA.

m) Members desiring any informationrelating to the annual accounts of the

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Company are requested to write to theCompany at least 10 (Ten) days beforethe meeting to enable the Company tokeep the information ready at themeeting.

n) Members may also note that the Noticeof the 99th Annual General Meeting andthe Annual Report for 2018 will beavailable on the Company’s websitewww.bcma.in for their download. Evenafter registering for e-communication,members are entitled to receive suchcommunication in physical form, uponmaking a request for the same, by postfree of cost. For any communication, theshareholders may also send requeststo the Company’s investor email id:[email protected] / [email protected].

o) Members are requested to get theShares transferred in joint names, ifshares are held in a single name toavoid the inconvenience and also tosend nomination form (available onrequest), if not sent earlier.

p) Mr. Chirag C. Doshi (DIN : 00181291),Director of the Company retire byrotation at the 99th Annual GeneralMeeting and being eligible offer himselffor re-appointment.

The brief resume, nature of his expertisein functional areas, disclosure ofrelationships between Directors,Directorships and Memberships ofCommittees of the Board of Listedentities and shareholding of Directors,as required under Regulation 36(3) ofthe SEBI (Listing Obligations andDisclosure Requirements) Regulations,2015 is set out in this Notice as‘Annexure A’.

q) The requirement to place the matterrelating to appointment of Auditors forratification by members at every AnnualGeneral Meeting is done away with videnotification dated May 7, 2018 issuedby the Ministry of Corporate Affairs, NewDelhi. Accordingly, no resolution isproposed for ratification of appointmentof Auditors, who were appointed in the96th adjourned Annual General Meetingheld on August 21, 2015.

r) Documents relating to the itemsmentioned in the Notice are availablefor inspection at the Registered Officeof the Company on any working day(except Saturday & Sunday) duringbusiness hours from 10.30 a.m. to12.30 p.m. up to the date of Meeting.

s) Non-Resident Indian Members arerequested to inform TSR DarashawLimited / respective DPs, immediatelyof:

(a) Change in their residential statuson return to India for permanentsettlement.

(b) Particulars of their bank accountmaintained in India with completename, branch, account type, accountnumber and address of the bank withpin code number, if not furnishedearlier.

t) Voting through electronic means :

i) Pursuant to the provisions of Section108 and other applicable provisions, ifany, of the Companies Act, 2013 readwith Rule 20 of the Companies(Management and Administration)Rules, 2014, as amended from time totime and Regulation 44 of the SEBI

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(Listing Obligations and DisclosureRequirements) Regulations 2015, theCompany is pleased to providemembers a facility to exercise their rightto vote at the 99th Annual GeneralMeeting (AGM) by electronic means. Themembers may cast their votes using anelectronic voting system from a placeother than the venue of the Meeting(‘remote e-voting’). The Ballot formalong with the Annual Report is availableon the website of the Company -www.bcma.in for the Members who donot wish to use the e-voting facility.

ii) The facility for voting through ballotpaper, will be made available at the AGMand the members attending the AGMwho have not already cast their votethrough remote e-voting shall be ableto exercise their rights at the AGM.

iii) The Members who have cast their voteby remote e-voting prior to the AGM mayalso attend the Meeting but shall not beentitled to cast their vote again.

iv) The Company has engaged theservices of Central Depository Services(India) Limited (CDSL) as the Agency toprovide e-voting facility.

v) The Board of Directors of the Companyhas appointed M/s. Ragini Chokshi &Associates as Scrutinizer to scrutinizethe remote e-voting process as well asthe Ballot form process at the AGM in afair and transparent manner and theyhave communicated their willingness tobe appointed and will be available forsame purpose.

vi) Voting rights shall be reckoned on thepaid up value of shares registered in

the name of the member / beneficialowner (in case of electronicshareholding) as on the cut-off date i.e.August 06, 2018.

vii) A person, whose name is recorded inthe register of members or in theregister of beneficial ownersmaintained by the depositories as onthe cut-off date, i.e. August 06, 2018 onlyshall be entitled to avail the facility ofevoting.

viii) Any person who becomes a member ofthe Company after dispatch of theNotice of the Meeting and holdingshares as on the cut-off date i.e. August,06, 2018 should follow the sameprocedure for e-voting.

ix) The remote e-voting period commenceson August 10, 2018 (09.00 am) andends on August 12, 2018 (05.00 pm)and the remote e-voting shall not beallowed beyond this date and time.During this period, shareholders of theCompany, holding shares either inphysical form or in dematerialized form,as on August 6, 2018, may cast theirvote electronically. The remote e-votingmodule shall be disabled by CentralDepository Services (India) Limited(CDSL) for voting thereafter.

x) The Scrutinizer, after scrutinising thevotes cast at the meeting and throughremote e-voting, will not later than threedays of conclusion of the Meeting, makea consolidated scrutinizer’s report andsubmit the same to the Chairman or theperson authorised by him in writing, whoshall countersign the same. The resultsdeclared along with the consolidated

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scrutinizer’s report shall be placed onthe Company’s website www.bcma.inand on the website of CDSL E-voting(agency). The results shallsimultaneously be communicated to theStock Exchange.

xi) Subject to receipt of requisite numberof votes, the Resolutions shall bedeemed to be passed on the date ofthe Meeting, i.e. August 13, 2018.

xii) Instructions and other informationrelating to remote e-voting :

(i) The shareholders should log on to thee-voting website www.evotingindia.com

(ii) Click on Shareholders / Members.

(iii) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP IDfollowed by 8 Digits Client ID,

c. Members holding shares inPhysical Form should enter FolioNumber registered with theCompany.

(iv) Next enter the Image Verification asdisplayed and Click on Login.

(v) If you are holding shares in demat formand had logged on towww.evotingindia.com and voted on anearlier voting of any company, then yourexisting password is to be used.

(vi) If you are a first time user follow thesteps given below:

For Members holding shares inDemat Form and Physical Form

PAN Enter your 10 digit alpha-numericPAN issued by Income Tax Department (Applicable for both dematshareholders as well as physicalshareholders)

• Members who have not updated their PAN with theCompany / DepositoryParticipant are requestedto use the sequence numberwhich is printed onAttendance Slip indicated inPAN field.

Dividend Enter the Dividend Bank DetailsBank or Date of Birth (in dd/mm/yyyyDetails OR format) as recorded in your dematDate of account or in the company recordsbirth (DOB) in order to login.

• If both the details are not recorded with the depository orcompany please enter themember id / folio number inthe Dividend Bank detailsfield as mentioned ininstruction (iii).

(vii) After entering these detailsappropriately, click on “SUBMIT” tab.

(viii) Members holding shares in physicalform will then directly reach theCompany selection screen. However,members holding shares in demat formwill now reach ‘Password Creation’menu wherein they are required tomandatorily enter their login passwordin the new password field. Kindly notethat this password is to be also used bythe demat holders for voting forresolutions of any other company onwhich they are eligible to vote, providedthat company opts for e-voting throughCDSL platform. It is strongly

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recommended not to share yourpassword with any other person andtake utmost care to keep your passwordconfidential.

(ix) For Members holding shares inphysical form, the details can be usedonly for e-voting on the resolutionscontained in this Notice.

(x) Click on the EVSN of Bombay Cycle &Motor Agency Ltd. on which you chooseto vote.

(xi) On the voting page, you will see“RESOLUTION DESCRIPTION” andagainst the same the option “YES/NO”for voting. Select the option YES or NOas desired. The option YES implies thatyou assent to the Resolution and optionNO implies that you dissent to theResolution.

(xii) Click on the “RESOLUTIONS FILE LINK”if you wish to view the entire Resolutiondetails.

(xiii) After selecting the resolution you havedecided to vote on, click on “SUBMIT”. Aconfirmation box will be displayed. If youwish to confirm your vote, click on “OK”,else to change your vote, click on“CANCEL” and accordingly modify yourvote.

(xiv) Once you “CONFIRM” your vote on theresolution, you will not be allowed tomodify your vote.

(xv) You can also take out print of the votescast by clicking on “Click here to print”option on the Voting page.

(xvi) If Demat account holder has forgottenthe login password then Enter the UserID and the image verification code and

click on Forgot Password & enter thedetails as prompted by the system.

(xvii) Shareholders can also cast their voteusing CDSL’s mobile app m-Votingavailable for android based mobiles.The m-Voting can be downloaded fromGoogle Play Store. Apple and Windowsphone users can download the App fromApple Store and Windows Phone Storerespectively.

(xviii) Note for Non-Individual Shareholdersand Custodians

• Non-Individual shareholders (i.e. otherthan Individuals, HUF, NRI, etc.) andCustodian are required to log on towww.evotingindia.com and registerthemselves as Corporates.

• A scanned copy of the Registration Formbearing the stamp and sign of the entityshould be emailed [email protected]

• After receiving the login details aCompliance User should be createdusing the admin login and password.The Compliance User would be able tolink the account(s) for which they wishto vote on.

• The list of accounts linked in the loginshould be mailed [email protected] andon approval of the accounts they wouldbe able to cast their vote.

• A scanned copy of the Board Resolutionand Power of Attorney (POA) which theyhave issued in favour of the Custodian,if any, should be uploaded in PDF formatin the system for the scrutinizer to verifythe same.

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BOMBAY CYCLE & MOTOR AGENCY LIMITED99TH ANNUAL REPORT 2017-2018(xix) In case you have any queries or issues

regarding e-voting, you may refer theFrequently Asked Questions (“FAQs”)and e-voting manual available atwww.evotingindia.com, under helpsection or write an email [email protected]

STATEMENT PURSUANT TO SECTION102 (1) OF THE COMPANIES ACT, 2013.

Item No. 4

As per the provisions of section 20 ofthe Companies Act, 2013 a documentmay be served on any member bysending it to him by Post or byRegistered post or by Speed post or byCourier or by delivering at his office oraddress or by such electronic or othermode as may be prescribed. It furtherprovides that a member can request fordelivery of any document to him througha particular mode for which he shall paysuch fees as may be determined by thecompany in its Annual General Meeting.Therefore, to enable the members toavail of this facility, it is necessary forthe Company to determine the fees tobe charged for delivery of a documentin a particular mode, as mentioned inthe resolution. Since the CompaniesAct, 2013 requires the fees to bedetermined in the Annual GeneralMeeting, the Directors accordinglycommend the Ordinary Resolution atItem No. 4 of the accompanying notice,for the approval of the members of theCompany.

None of the Directors, Key ManagerialPersonnel of the Company or theirrelatives or any of other officials of theCompany as contemplated in the

provisions of Section 102 of theCompanies Act, 2013 is, in any way,financially or otherwise, concerned orinterested in the resolution.

Item No. 5

In order to make optimum use of fundsavailable with the Company, the Boardof Directors of the Company proposesto make use of the same by makinginvestment in other bodies corporate orgranting loans, giving guarantee orproviding security to other persons orother body corporate or as and whenrequired.

Pursuant to the provisions of section186(3) of the Companies Act, 2013 andrules made there under, the Companyneeds to obtain prior approval ofshareholders / members by way ofspecial resolution passed at theGeneral Meeting in case the amount ofinvestment, loan, guarantee or securityproposed to be made is more than thehigher of sixty percent of the paid upshare capital, free reserves andsecurities premium account or onehundred percent of free reserves andsecurities premium account.Accordingly, the Board of Directors of theCompany proposes to obtain approvalof shareholders by way of specialresolution as contained in the notice ofthe Annual General Meeting for anamount not exceeding Rs. 25,00,00,000(Rupees Twenty Five Crores Only)outstanding at any time notwithstandingthat such investments, outstandingloans given or to be given andguarantees and security provided arein excess of the limits prescribed underSection 186 of the Companies Act, 2013.

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The Directors therefore, recommend theSpecial Resolution for approval of theshareholders.

None of the Directors, Key ManagerialPersonnel of the Company or theirrelatives or any of other officials of theCompany as contemplated in theprovisions of Section 102 of theCompanies Act, 2013 is, in any way,financially or otherwise, concerned orinterested in the resolution.

By Order of the Board of Directors

Prashant B. GaikwadCompany Secretary & Compliance Officer

Registered Office:


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(Map not to scale)

“Annexure A” to the Notice

Information about the Appointee as perRegulation 36 (3) of the SEBI (ListingObligations and DisclosureRequirements) Regulations, 2015:

(1) Brief Resume:

Name of Director : Mr. Chirag C. Doshi

Date of Birth : 22.04.1974

Qualification : B. A. (Economics) fromUniversity of Michigan,USA; and MBA fromthe world-renowned‘INSEAD INSTITUTE’Paris.

(2) Expertise & Experience in specific func-tional areas:

Mr. Chirag C. Doshi has extensively workedon following and risen to the position ofManaging Director of the Company:

1) Development of business strategy andexecution of growth initiatives;

2) Corporate Finance and strategic fundraising;

ROUTE MAP TO THE AGM VENUE

3) Has been successful in turnaround ofloss making family business;

4) Exploring and studying new businessesfor organic and inorganic growthincluding next generation technologies.

(3) Disclosure of relationships betweenDirectors inter-se:

Mr. Chirag C. Doshi, Chairman & ManagingDirector is son of Mr. Chakor L. Doshi,Chairman Emeritus. He is not related toany other Director of the Company.

(4) Shareholding in the Company (includingHUF):

Nil.

(5) Directorship held in other publiccompanies (excluding foreigncompanies):

Walchandnagar Industries Limited

(6) Membership / Chairmanship ofCommittees of other public companies(includes only Audit Committee &Stakeholders Relationship Committee):

N. A.

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from 1st April, 2017 with a transition date of1st April, 2016. The financial results havebeen prepared in accordance with therecognition and measurement principleslaid down under Ind AS as presented underSection 133 of the Companies Act, 2013(‘the Act‘) read with the relevant rules issuedthereunder and the other accountingprinciples generally accepted in India asapplicable.

2. FINANCIAL PERFORMANCE & HIGH-LIGHTS

The total Revenue of the Companycomprising of Automobile and HospitalityDivisions is Rs. 77,288,292 as comparedto Rs. 69,654,854 in the previous year.Further the Profit after tax for F. Y. 2017-18stood at Rs. 15,809,322 as compared toRs. 12,237,206.

No material changes and commitmentshave occurred after the close of the year tillthe date of this Report, which affect thefinancial position of the Company.

3. DIVIDEND AND RESERVES

Your Directors are pleased to recommendDividend for the Financial Year 2017-2018on Equity Shares of Rs 10/- each at Rs. 5/- per share equivalent to 50% (40% in thePrevious Year) aggregating to Rs. 10 Lacs.The Dividend Distribution Tax thereonworks out to Rs. 2.05 Lakhs. The totaloutgo on account of this works out to Rs.12.05 Lacs. The dividend payout is subjectto approval of Members at the ensuingAnnual General Meeting. During the Yearunder review, the Company has transferredRs. 15.81 Lakhs to the General Reserveof the Company.

DIRECTORS’ REPORT

Particulars Year ended PreviousMarch Year ended31, 2018 March 31, 2017 (`) (`)

Total Revenue 77,288,292 69,654,854Profit before Depreciation 22,685,228 19,316,659and TaxationLess: Depreciation 1,396,504 1,347,684and Other ChargesOn Property, Plant andEquipmentProfit before Exceptional 21,288,724 17,968,975Items and TaxLess: Exceptional items 0 0

Tax Expense 5,479,402 5,731,769

Profit for the Year 15,809,322 12,237,206

To,

The Members of

BOMBAY CYCLE & MOTOR AGENCY LIMITED

Your Directors have the pleasure to present toyou the Annual Report and the AuditedStatements of accounts for the year endedMarch 31, 2018.

1. FINANCIAL RESULTS

Indian Accounting Standards :

The Financial Statements for the year 2017-18have been prepared in compliance with the newset of Indian Accounting Standards (IND AS)and the comparatives for the correspondingprevious year 2016-17 have been restatedunder IND AS for making items comparable.

The Ministry of Corporate Affairs (‘MCA’), vide itsnotification in the official gazette dated 16th

February, 2015, has made applicable the IndianAccounting Standards (‘Ind AS’) to certainclasses of companies. For the Company, IndAS was applicable

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4. SUBSIDIARY, JOINT VENTURES ANDASSOCIATE COMPANIES

Your Company has neither any Subsidiarynor Joint Venture nor Associate Company.During the year under review, none of theCompanies have become or ceased to beCompany’s Subsidiaries, Joint Venturesor Associate Companies.

5. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in FormMGT-9 in accordance with Section 92(3) ofthe Companies Act, 2013 read with theCompanies (Management andAdministration) Rules, 2014, are set outherewith as Annexure- A to this report.

6. DIRECTORS AND KEY MANAGERIALPERSONNEL

DECLARATION BY INDEPENDENTDIRECTORS UNDER SECTION 149 (6) OFCOMPANIES ACT, 2013 :

The Independent Directors have givendeclarations that they meet the criteria ofIndependence as laid down under Section149(6) of the Companies Act, 2013.

RETIREMENT BY ROTATION:

In accordance with the provisions ofSection 152 of the Companies Act, 2013,Mr. Chirag C. Doshi is due to retire byrotation at the 99th Annual General Meetingand being eligible, offer himself for re-appointment.

Brief profile of the proposed appointeetogether with other disclosures in terms ofRegulation 36 (3) of the SEBI (ListingObligations & Disclosure Requirements)Regulations, 2015 are mentioned in theNotice which is part of this Annual Report.

APPOINTMENT AND RESIGNATIONOF KEY MANAGERIAL PERSONNEL

During the Year Company appointed Mr.Prashant B. Gaikwad, as CompanySecretary and Compliance Officer of theCompany, a Key Managerial Personnelw.e.f 13th November, 2017 in place of Ms.Vinita A. Kapoor, who has resigned fromthe services of the Company and hasceased to be Company Secretary andCompliance Officer of the Company w.e.f13th September, 2017. Mr. Prashant B.Gaikwad is an Associate member ofInstitute of Company Secretaries of Indiaholding membership number A46480.

7. NUMBER OF MEETINGS OF THE BOARD

The Board met four (4) times during theFinancial 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 Committeeswhich have been constituted in compliancewith the requirements of the relevant pro-visions of applicable laws and statutes.

The Company has following Committeesof the Board comprising of Directors and /or Executives of the Company:

Audit Committee which comprises of twoIndependent 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 whichcomprises of Chairman & ManagingDirector, Mr. Chirag C. Doshi (Chairman),

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Directors on parameters such asattendance, contribution and independentjudgement.

10. PARTICULARS OF LOANS, GUARANTEESOR INVESTMENTS BY COMPANY

Particulars of Loans given, guarantees andinvestments covered under the provisionsof Section 186 of the Companies Act, 2013are provided in the notes to FinancialStatement (Please refer to Note No. 2 and5 to the Financial Statement).

11. VIGIL MECHANISM

Your Company is committed to higheststandards of ethical, moral and legalbusiness conduct. Accordingly, the Boardof Directors has formulated a WhistleBlower Policy to report genuine concernsor grievances. Protected disclosures canbe made by a whistle blower through an e-mail, or telephone line or a letter to theChairman of the Audit Committee or theCompany Secretary of the Company or anymember of the Audit committee. The Policyon vigil mechanism / whistle blower policymay be accessed on the Company’swebsite at the link:h t t p : / / w w w . b c m a . i n / p d f /p o l i c i e s _ a n d _ r e l e a s e / p o l i c i e s /Whistleblower%20Policy.pdf

12. PARTICULARS OF EMPLOYEESREMUNERATION

(A) The statement containing particulars ofemployees as required under Section 197(12) of the Companies Act, 2013 read withRule 5 (2) of the Companies (Appointmentand Remuneration of ManagerialPersonnel) Rules, 2014 is not being sentas the Company has no such employeewho falls under the criteria specified in thesaid Rules.

General Manager Business Development,Hospitality Division, Mrs. Padmini Verenkar(Member) and Company Secretary & Com-pliance Officer, Mr. Prashant B. Gaikwad(Member).

Nomination & Remuneration Committeewhich comprises of two IndependentDirectors, Mr. Ashok T. Kukreja (Chairmanof Committee) and Mrs. Rupal Vora(Member), and Chairman Emeritus, Mr.Chakor L. Doshi (Member);

Committee of Independent Directors whichcomprises of Mr. Ashok T. Kukreja(Chairman of Committee) and Mrs. RupalVora (Member);

Internal Complaints Committee whichcomprises of 4 Company Executives i.e.General Manager – Business Develop-ment, Hospitality Division, Mrs. PadminiVerenkar (Presiding Officer), CompanySecretary & Compliance Officer, Mr.Prashant B. Gaikwad (Member), Sr. SalesExecutive, Ms. Pooja Ambre (Member) andManager - HR Admin., Mr. Arun Mathkar(Member).

9. BOARD EVALUATION

During the Year, Evaluation cycle wascompleted which included the Evaluationof the Board as a whole, Board Committeesand Directors. The exercise was done inthe Independent Directors meeting andNomination and Remuneration Committeemeeting of the Company. The Evaluationprocess focused on various aspects of theBoard and Committees functioning suchas composition of the Board andCommittees, experience andcompetencies, performance of specificduties and obligations, governance issuesetc. Separate exercise was carried out toevaluate the performance of individual

(16)


a) to formulate guidelines in relation toappointment and removal of Directors, KeyManagerial Personnel and SeniorManagement.

b) to evaluate the performance of themembers of the Board and providenecessary report to the Board for furtherevaluation of the Board.

c) to recommend to the Board theRemuneration payable to the Directors,Key Managerial Personnel and SeniorManagement.

ROLE OF COMMITTEE

The role of the Committee inter alia is asfollows:

a) to formulate a criteria for determiningqualifications, positive attributes andindependence of a Director.

b) to recommend to the Board theappointment and removal of SeniorManagement.

c) to carry out evaluation of Director’sperformance and recommend to the Boardappointment / removal based on his / herperformance, against criteria laid down.

d) to recommend to the Board on (i) policyrelating to remuneration for Directors, KeyManagerial Personnel and SeniorManagement and (ii) Executive Directorsremuneration and incentive.

e) ensure that level and composition ofremuneration is reasonable and sufficient,relationship of remuneration toperformance is clear and meetsappropriate performance benchmarks.

f) to devise a policy on Board diversity.

g) to develop a succession plan for the Boardand to regularly review the plan and to

(B) The ratio of the remuneration of eachDirector to the median employee’sremuneration and other details in terms ofSection 197 (12) of the Companies Act,2013 read with Rule 5 (1) of theCompanies (Appointment andRemuneration of Managerial Personnel)Rules, 2014, are forming part of this Reportas ‘Annexure B’.

13. CONTRACTS AND ARRANGEMENTS WITHRELATED PARTIES

All contracts / arrangements / transactionsentered by the Company during theFinancial Year with Related parties werein the Ordinary Course of Business andon arm’s length basis.

Your Directors draw attention of themembers to Note No. 23 (7) to the FinancialStatement which sets out related partydisclosures.

14. NOMINATION & REMUNERATION POLICY

The Board has framed a policy on therecommendation of the Nomination &Remuneration Committee, which laysdown a framework in relation toremuneration of Directors, Key ManagerialPersonnel and Senior Management of theCompany. This policy also lays downcriteria for selection, appointment andremuneration of Board Members / KeyManagerial Personnel and otheremployees.

OBJECTIVES

The Nomination and RemunerationCommittee and the Policy is in compliancewith Section 178 of the Companies Act,2013 read along with the applicable rulesthereto.

The Key Objectives of the Committee are:

(17)


identify persons who can be appointed asDirectors.

NOMINATION DUTIES

The duties of the Committee in relation tonomination matters include:

a) Ensuring that there is an appropriateinduction & training programme in placefor new Directors and members of SeniorManagement and reviewing itseffectiveness.

b) Ensuring that on appointment to the Board,Non-Executive Directors receive a formalletter of appointment in accordance withthe Guidelines provided under theCompanies Act, 2013.

c) Identifying and recommending Directorswho are to be put forward for retirement byrotation.

d) Determining the appropriate size, diversityand composition of the Board.

e) Setting a formal and transparentprocedure for selecting new Directors forappointment to the Board.

f) Developing a succession plan for theBoard and Senior Management andregularly reviewing the plan.

g) Evaluating the performance of the Boardand Independent Directors.

h) Making recommendations to the Boardconcerning any matters relating to thecontinuation in office of any Director at anytime including the suspension ortermination of service of an ExecutiveDirector as an employee of the Companysubject to the provision of the law and theirservice contract.

i) Delegating any of its powers to one or moreof its members or the Secretary of theCommittee.

j) Recommend any necessary changes tothe Board.

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

REMUNERATION DUTIES

The duties of the Committee in relation toremuneration matters include:

a) to consider and determine theRemuneration Policy, based on theperformance and also bearing in mind thatthe remuneration is reasonable andsufficient to attract, retain and motivatemembers of the Board and such otherfactors as the Committee shall deemappropriate.

b) to approve the remuneration of the SeniorManagement including Key ManagerialPersonnel of the Company maintaining abalance between fixed and incentive payreflecting short and long term performanceobjectives appropriate to the working of theCompany.

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

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

e) to consider and recommend to the Boardfor Professional indemnity and liabilityinsurance for Directors and seniormanagement.

15. RISK MANAGEMENT

All material Risks faced by the Companyare identified and assessed. For each of

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the risks identified, corresponding controlsare assessed and policies andprocedures are put in place for monitoring,mitigating and reporting risk on a periodicbasis.

16. INTERNAL FINANCIAL CONTROLSYSTEMS

The Company had laid down set ofstandards, processes and structure whichenables to implement internal financialcontrol with reference to FinancialStatements across the organization andensure that the same are adequate andoperating effectively.

17. INSURANCE

The properties, stocks, stores, assets, etc.belonging to the Company continue to beadequately insured against fire, riot, civilcommotion, etc.

18. DEMATERIALIZATION OF SHARES

The Company’s shares are listed on BSELimited and the Company’s Registrar andShare Transfer Agents have connectivitywith National Securities Depository Ltd. &Central Depository Services (India) Ltd.The ISIN is INE691K01017. As on March31, 2018, 179,524 equity sharesrepresenting 89.76% of the total shareshave been dematerialized.

19. COMPANY’S WEBSITE

The Company has its website namelywww.bcma.in. The website providesdetailed information about the businessactivity, locations of its corporate officesand service centre etc. The QuarterlyResults, Annual Reports andShareholding patterns and variouspolicies are placed on the website of theCompany and the same are updatedperiodically.

20. MEANS OF COMMUNICATION

The Company has [email protected] as an email id for thepurpose of registering complaints byinvestors and displayed the same on thewebsite of the Company.

21. DIRECTORS’ RESPONSIBILITYSTATEMENTPursuant to the requirement under Section134 (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 properexplanation relating to material departures;if any

ii) the Directors have selected suchaccounting policies and applied themconsistently and made judgments andestimates that are reasonable andprudent so as to give a true and fair view ofthe state of affairs of the Company at theend of March 31, 2018 and of the profit forthe Year ended on that date;

iii) the Directors have taken proper andsufficient care for the maintenance ofadequate accounting records inaccordance with the provisions of theCompanies Act, 2013 for safeguarding theassets of the Company and for preventingand detecting fraud and otherirregularities;

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

v) the Directors have laid down internalfinancial controls to be followed by theCompany and that such internal financialcontrols are adequate and were operatingeffectively; and

(19)

BOMBAY CYCLE & MOTOR AGENCY LIMITED99TH ANNUAL REPORT 2017-2018vi) The Directors have devised proper

systems to ensure compliance with theprovisions of all applicable laws and thatsuch systems are adequate and operatingeffectively.

22. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS ANDOUTGOAll the Departments continue their effortsto reduce the energy consumption. Themeasures taken at all your Company’sunits are:

i) Optimum Utilisation of ElectricalEquipment.

ii) Maximum Possible saving of energy.

There is no Research & Developmentactivity, no import of technology or foreignexchange earnings or outgo; hence detailsof the same are not annexed to this report.

23. AUDITORS AND AUDITOR’S REPORT

STATUTORY AUDITOR

M/s. N. G. Thakrar & Co., CharteredAccountants, Mumbai, was appointed inAdjourned 96th Annual General Meeting asthe Statutory Auditors of the Company tohold office from the conclusion of 96th

Annual General Meeting (AGM) until theconclusion of the 101st AGM subject toratification by the Members at every AGM tobe held during the said period. Howeverpursuant to Companies Amendment Act,2018, Annual Ratification of Appointmentof Auditors is not required.

AUDITORS REPORT

The notes forming part of the accountsreferred in the Auditors’ Report are selfexplanatory and give complete information.There are no qualifications, reservation or

adverse remarks made by statutoryauditors in the Audit Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204of the Companies Act, 2013 read with theCompanies (Appointment andRemuneration of Managerial Personnel)Rules, 2014, Board has appointed M/s.Ragini Chokshi & Company, PracticingCompany Secretary, to conduct SecretarialAudit for the financial year 2017-18. TheSecretarial Audit Report for the financialyear ended March 31, 2018 is annexedherewith marked as ‘Annexure C’ to thisReport. There is no qualif ication,reservations or adverse remarks made bySecretarial Auditors in the Audit Report.

REPORTING OF FRAUDS BY AUDITOR

During the year under review, neither theStatutory Auditors nor the SecretarialAuditor has reported to the auditCommittee, under Section 143 (12) of theCompanies Act, 2013, any instances offraud committed against the Company byits officers or employees, the details ofwhich needs to be mentioned in theBoard’s Report.

24. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Your Company does not fall in the criteriamentioned under Section 135 of theCompanies Act, 2013, for applicability ofthe provisions of Corporate SocialResponsibility. Hence, your Company isnot required to constitute CSR Committeeand to comply with other provisions ofSection 135 of the Companies Act, 2013read with the Companies (CorporateSocial Responsibility Policy) Rules, 2014.

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25. CORPORATE GOVERNANCE

The paid-up equity share capital of yourCompany is less than Rs. 10 crores andNet worth is less than Rs. 25 crores, henceas per Regulation 15(2) of SEBI (ListingObligations & Disclosure Requirements)Regulations, 2015, Compliance with theprovisions of Regulation 27 i.e CorporateGovernance is not applicable to yourCompany.

26. MANAGEMENT DISCUSSION ANDANALYSIS

Detailed management discussion andanalysis is enclosed by way of ‘AnnexureD’ to this report.

27. SECRETARIAL STANDARDS

The Directors state that applicableSecretarial Standards, i.e. SS-1 and SS-2,relating to ‘Meetings of the Board ofDirectors’ and ‘General Meetings’,respectively, have been duly followed by theCompany.

28. GENERAL

Your Directors state that no disclosure orreporting is required in respect of thefollowing items as there were notransactions on these items during the yearunder review:

1. Details relating to deposits covered underChapter V of the Act.

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

3. Issue of shares (including sweat equityshares) to employees of the Companyunder any scheme.

4. No significant or material orders werepassed by the Regulators or Courts orTribunals which impact the going concernstatus and Company’s operations in future.

Your Directors further state that during theyear under review, there were no cases filedpursuant to the Sexual Harassment ofWomen at Workplace (Prevention,Prohibition and Redressal) Act, 2013.

29. DISCLOSURE WITH RESPECT TO DEMATSUSPENSE ACCOUNT / UNCLAIMEDSUSPENSE ACCOUNT

The Company reports that no sharesissued pursuant to Public Issue remainsunclaimed hence the Clause of Disclosurewith respect to Demat Suspense Account /Unclaimed Suspense Account is notapplicable.

30. ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitudeand place on record their sincereappreciation of the assistance and co-operation that the Company has beenreceiving from its employees as also fromthe Banks.

Your Directors would also like to thank thecustomers, suppliers and shareholders fortheir continued support and co-operation.

For and on behalf of Board of Directors

Chirag C. DoshiChairman & Managing Director

Registered Office:


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‘Annexure A’ to Director’s ReportFORM NO. MGT 9

EXTRACT OF ANNUAL RETURN(As on the Financial Year ended on 31.03.2018)

(Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies(Management & Administration ) Rules, 2014)

I. REGISTRATION & OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

i CIN L74999MH1919PLC000557

ii Registration Date 12.09.1919

iii Name of the Company Bombay Cycle & Motor Agency Ltd.

iv Category / Sub-category of the Company Company Limited by Shares /Indian Non-government Company

v Address of the Registered office 534, S. V. P. Road, Opera House,& contact details Mumbai - 400 007,

Tel.: 022-23612195 / 96 / 97,Fax No.: 022-23634527,

Email id.: [email protected], Website: www.bcma.in

vi Whether listed company Yes

vii Name, Address & contact details of TSR Darashaw Ltd.the Registrar & Transfer Agent, if any. 6-10, Haji Moosa Patrawala Ind. Estate,

20, Dr. E. Moses Road, Mahalaxmi,Mumbai - 400 011, Tel.: 022-66568484

Fax No.: 022-66568494,Email id.: [email protected]

Sr. No. Name & Description of main NIC Code of the % to total turnoverProducts / Services Product / Service of the Company

1 Service & Repair of Motor Vehicle Section G, Division 45, 52.79%Group 452

2 Hospitality Section I, Division 56, 47.21%Group 561

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Sr. No. Name & Address of the Company CIN / GLN HOLDING/ % OF APPLICABLESUBSIDIARY/ SHARES SECTIONASSOCIATE HELD

NIL

(22)


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(24)


Shareholding at the Transactions Cumulative Shareholdingbeginning of the year during the year at the end of the year 2018

Serial Name of the Shareholder No. of % of total Date of No. of No. of % of totalNo. and Type of Transaction Shares shares of Transaction Shares Shares Shares of

the Company the Company

1 Depe Global Shipping 9,232 4.62 9,232 4.62Agencies Private Ltd.Transfer 05-May-2017 -100 9,132 4.57Transfer 12-May-2017 -100 9,032 4.52At the end of the year 9,032 4.52

2 Rashmikant Bhikhubhai Patel 9,100 4.55 9,100 4.55Transfer 17-Nov-2017 -211 8,889 4.44Transfer 22-Dec-2017 -100 8,789 4.39Transfer 23-Feb-2018 -20 8,769 4.38At the end of the year 8,769 4.38

3 The Oriental Insurance 2,482 1.24 - - 2,482 1.24Company LimitedAt the end of the year 2,482 1.24

4 Bank of Baroda 1,860 0.93 - - 1,860 0.93At the end of the year 1,860 0.93

5 Shri. Lalchand Hirachand 1,046 0.52 - - 1,046 0.52

At the end of the year 1,046 0.52

6 Mrs. Lilavati Manharlal Sayani 750 0.38 - - 750 0.38

At the end of the year 750 0.38

7 Mr. Harshavardhan B. Doshi 740 0.37 - - 740 0.37At the end of the year 740 0.37

8 Mrs. Saryu Vinod Doshi 738 0.37 - - 738 0.37At the end of the year 738 0.37

9 Mr. Ajit Gulabchand 670 0.34 - - 670 0.34At the end of the year 670 0.34

10 Mr. ViramkumarRameshchandra Shah 15 0.01 - - 15 0.01At the begining of the year 26-July-2017 625 640 0.32At the end of the year 640 0.32

(iv) Shareholding Pattern of Top 10 Shareholders (other than Directors, Promoters and Holders ofGDRs and ADRs)

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(v) Shareholding Pattern of Directors and Key Managerial Personnel Shareholding at the beginning Cummulative Shareholding

of the year during the year

Serial Name of the Shareholder No. of Shares % of total No. of Shares % of totalNo. Shares of Shares of

the company the company1 Chakor L. Doshi

At the begning of the year 3,204 1.60 3,204 1.60At the end of the year 3,204 1.60 3,204 1.60

2 Chirag C. DoshiAt the begning of the year 0 0.00 0 0.00At the end of the year 0 0.00 0 0.00

3 Ashok T. KukrejaAt the begning of the year 0 0.00 0 0.00At the end of the year 0 0.00 0 0.00

4 Rupal VoraAt the begning of the year 0 0.00 0 0.00At the end of the year 0 0.00 0 0.00

5 Prashant B. GaikwadAt the begning of the year 0 0.00 0 0.00At the end of the year 0 0.00 0 0.00

6 Mahendra J. KharwaAt the begning of the year 0 0.00 0 0.00At the end of the year 0 0.00 0 0.00

Secured Unsecured Deposits TotalLoans Loans Indebtedness

excludingdeposits

Indebtness at the beginningof the financial yeari) Principal Amount 0 0 0 0ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 0 0 0

Change in Indebtedness duringthe financial yearAddition 0 0 0 0Reduction 0 0 0 0Net Change Indebtedness at theend of the financial yeari) Principal Amount 0 0 0 0ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 0 0 0

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding / accrued

but not due for payment

*Ms. Vinita A. Kapoor ceased to be Company Secretary & Compliance Officer w.e.f. 13th Sept., 2017. Shedid not hold any shares at the beginning of the year and on the date of cessation of her service.

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager: Managing Director of the Company draws Nil remuneration.B. Remuneration to other Directors:

Sr. No. Particulars of Remuneration Name of the Directors TotalAmount

1 Independent Directors Ashok T. Kukreja Rupal Vora(a) Fee for attending Board & 55,000 55,000 1,10,000 Committee meetings(b) Commission 1,50,000 1,50,000 3,00,000(c) Others, please specify 0 0 0Total (1) 2,05,000 2,05,000 4,10,000

2 Other Non Executive Directors Chakor L. Doshi(a) Fee for attending Board & 20,000 20,000 Committee meetings(b) Commission 8,43,890 8,43,890(c) Others, please specify. 0 0Total (2) 8,63,890 8,63,890Total (B)=(1+2) 12,73,890Total Managerial Remuneration 12,73,890Overall Ceiling as per the Act. 5% of the Net profits of the Company

Sr. No. Particulars of Remuneration Key Managerial PersonnelCEO Company Secretary CFO Total

Ms. Vinita A. Mr. Prashant B. MahendraKapoor (Upto Gaikwad (w.e.f. J. Kharwa

13.09.2017) 21.08.2017)

1 Gross Salary

(a) Salary as per provisions contained in 0 3,06,983 3,80,806 6,52,968 13,40,757

Section 17(1) of the Income Tax Act, 1961.

(b) Value of perquisites u/s 17(2) of the

Income Tax Act, 1961 - 0 0 0

(c ) Profits in lieu of salary under - 0 0 0

section 17(3) of the Income Tax Act, 1961

2 Stock Option - 0 0 0

3 Sweat Equity - 0 0 0

4 Commission as % of profit - 0 0 0

5 Others, please specify - 0 0 0

Total 0 3,06,983 3,80,806 6,52,968 13,40,757

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD

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VII. PENALTIES/PUNISHMENT/ COMPOUNDING OF OFFENCES :There were no penalties / punishments / compounding of offences for breach of any Section ofCompanies Act against the Company or its Directors or other Officers in default, if any, exceptAdjudicating Officer has passed an Order dated December 22, 2015 under Section 15-I of Securitiesand Exchane Board of India Act, 1992 read with Rule 5 of SEBI (procedure for holding Inquiry andImposing penalties by Adjudicating Officer) Rules, 1995, against one of the Director, Mr. Chakor L.Doshi, who is part of the promoter entity. He has filed appeal before Securities Appellate Tribunal(SAT).

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DETAILS PERTAINING TO REMUNERATION ASREQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT, 2013 READ WITH RULE 5(1)OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIALPERSONNEL) RULES, 2014.

(i) The percentage increase / decrease inremuneration of each Director, ChiefFinancial Officer and Company Secretary

‘Annexure B’ to Director’s Reportduring the Financial Year 2017-18, ratioof the remuneration of each Director tothe median remuneration of theemployees of the Company for theFinancial Year 2017-18 and thecomparison of remuneration of each KeyManagerial Personnel (KMP) against theperformance of the Company are asunder:

ii) In the Financial Year, there was an in-crease of 12.46% in the median remu-neration of employees;

iii) There were 57 permanent employees onthe rolls of Company as on March 31,2018;

iv) Average percentage increase made in thesalaries of employees other than themanagerial personnel in the Financial

1 Mr. Chakor L. Doshi 8,43,890 183.26% 9.05:1Chairman Emeritus

2 Mr. Chirag C. Doshi 0 N.A. N.A.Chairman &Managing Director

3 Mr. Ashok T. Kukreja 1,50,000 20% 1.61:1Non-executive Director

4. Mrs. Rupal Vora 1,50,000 20% 1.61:1Non-executive Director

5. Ms. Vinita A. Kapoor 3,06,983 - -Company Secretary& Compliance Officer

6. Mr. Prashant Gaikwad 3,80,806 - -Company Secretary& Compliance Officer

7. Mr. Mahendra J. 6,52,968 0% -KharwaChief Financial Officer

Sr.No.

Name of Director /KMP for F. Y.2017-2018

Remuneration of Director / KMP

for F. Y. 2017-2018

% increase /decrease in Remu-

neration in theF. Y. 2017-2018

Ratio of Remunerationof each Director to themedian remuneration

of employees

Year i.e. 2017-2018 was 7.99% whereasthe increase in the managerialremuneration for the same financial yearwas 108.77%.

v) It is hereby affirmed that the remunerationpaid is as per the Remuneration Policyfor Directors, Key Managerial Personneland other Employees of the Company.

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‘Annexure C’ to Director’s ReportFORM NO. MR - 3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointmentand Remuneration Personnel) Rules, 2014]

other records maintained by BOMBAYCYCLE AND MOTOR AGENCY LIMITED forthe financial year ended 31st March, 2018according to the provisions of:

(i) The Companies Act, 2013 (“the Act”) andthe rules made thereunder;

(ii) The Securities Contracts (Regulation) Act,1956 (‘SCRA’) and the rules madethereunder;

(iii) The Depositories Act, 1996 and theRegulations and Bye-laws framedthereunder;

(iv) Foreign Exchange Management Act,1999and the Rules and Regulation made thereunder to the extent of Foreign DirectInvestment, Overseas Direct Investmentand External Commercial Borrowings;(Not applicable during the audit period) :

(v) The following Regulations andGuidelines prescribed under theSecurities and Exchange Board of IndiaAct, 1992 (‘SEBI Act’):

a. The Securities and Exchange Board ofIndia (Substantial Acquisition of Sharesand Takeovers) Regulations, 2011.

b. The Securities and Exchange Board ofIndia (Prohibition of Insider Trading)Regulations, 2015.

To,

The Members

BOMBAY CYCLE AND MOTOR AGENCYLIMITED.

We have conducted the Secretarial Auditof the compliance of applicable statutoryprovisions and the adherence to goodcorporate practices by BOMBAY CYCLEAND MOTOR AGENCY LIMITED (CIN :L74999MH1919PLC000557) (hereinaftercalled “the Company”). Secretarial Auditwas conducted in a manner that providedus a reasonable basis for evaluating thecorporate conducts / statutorycompliances and expressing my opinionthereon.

Based on our verification of theCompany’s books, papers, minute books,forms and returns filed and other recordsmaintained by the company and also theinformation provided by the Company, itsofficers, agents and authorizedrepresentatives during the conduct ofsecretarial audit, We hereby report that inour opinion, the Company has, during theaudit period covering the financial yearended 31st March, 2018 complied with thestatutory provisions listed hereunder andalso that the Company has proper Board-processes and compliance-mechanismin place to the extent, in the manner andsubject to the reporting made hereinafter:

We have examined the books, papers,minute books, forms and returns filed and

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c. The Securities and Exchange Board ofIndia (Issue of Capital and DisclosureRequirements) Regulations, 2009 (Notapplicable to the Company during theaudit period);

d. The Securities and Exchange Board ofIndia (Share Based Employee Benefits)Regulations, 2014 (Not applicable to theCompany during the audit period);

e. The Securities and Exchange Board ofIndia (Issue and Listing of Debt Securities)Regulations, 2008 (Not applicable as theCompany has not issued any debtsecurities during the period underreview);

f. The securities and Exchange Board ofIndia (Registrars to an Issue and ShareTransfer Agents) Regulations, 1993regarding the companies act and dealingwith client. (Not applicable as theCompany is not registered as Registrarto an issue and Share Transfer Agentduring the financial year under review);

g. The Securities and Exchange Board ofIndia (Delisting of Equity Shares)Regulations, 2009 (Not applicable as theCompany has not delisted its equityshares from any stock exchange duringthe period under review)

h. Securities and Exchange Board of India(Buy Back of Securities) Regulations, 2009(Not applicable as the Company has notbought back any of its securities duringthe period under review)

(vi) We have relied on the certificates obtainedby the Company from the ManagementCommittee/Function heads and based onthe report received, there has been duecompliance of all laws, orders, regulations

and other legal requirements of thecentral, state and other Government andLegal Authorities concerning the businessand affairs of the company.

We are of the opinion that themanagement has complied with thefollowing laws specifically applicable tothe Company:-

1. Bombay Police Act, 1951

2. Food Safety And Standards Act, 2006

3. Bombay Prohibition Act, 1949.

We have also examined compliance withapplicable clauses of the following:

a. Secretarial Standards issued by TheInstitute of Company Secretaries of India.

b. The Securities and Exchange Board ofIndia (Listing obligation and DisclosureRequirements) Regulations 2015 and theListing Agreements entered into by theCompany with Stock Exchanges.

We further report that:

The Board of Directors of the Company isduly constituted with proper balance ofExecutive Directors, Non-ExecutiveDirectors and Independent Directors. Thechanges in the composition of the Boardof Directors that took place during theperiod under review were carried out inthe compliance with the provisions of theAct.

Adequate notice is given to all directors toschedule the Board Meetings, and thesame were sent at least seven days inadvance, agenda and detailed notes onagenda were sent at least Seven daysbefore the date of Meeting, except pricesensitive information which was sent 2

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days in advance and a system exists forseeking and obtaining further informationand clarifications on the agenda itemsbefore the meeting and for meaningfulparticipation at the meeting.

We further report that the Compliance bythe Company of applicable Financial lawslike Direct & Indirect tax laws, Service tax /GST has not been reviewed in this auditsince the same has been subject toreview by the statutory financial audit andother designated professionals.

As per the minutes of the Board dulyrecorded and signed by Chairman, thedecisions of the Board were unanimousand no dissenting views have beenrecorded.

We further report that there are adequatesystems and processes in the companycommensurate with size and operationsof the Company to monitor and ensurecompliance with applicable laws, rules,regulation and guidelines.

We further report that during the auditperiod, there were no specific events/actions having a major bearing on theCompany’s affair in pursuance of theabove referred laws, rules, regulations,guideline etc.

We further report that during the reportingperiod, following changes took place inthe management:-

(i) Ms. Vinita Kapoor resigned as CompanySecretary of the Company w.e.f. 13th

September, 2017.

(ii) Mr. Prashant Gaikwad was appointed asCompany Secretary of the Company w.e.f.13th November, 2017.

For Ragini Chokshi & Co.(Company Secretaries)

Sd/-Makarand

Patwardhan(Partner)

C. P. No. 9031 / ACS No. 11872Date : 25.05.2018Place : Mumbai

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MANAGEMENT DISCUSSION ANDANALYSIS REPORT

Industrial structure and Development:

The Automobile and Hospitality industry isan integral constituent of growing IndianIndustry. It is one of the diversified sectors.Over the generations automobiles andHospitality sector have influenced everyaspect of society in many ways and havechanged to keep up with the times.

The year gone by (F.Y. 2017-18) tookseveral development programs to improvebusiness conditions and improve India’sranking in the global index in the ease ofdoing business. The roll out of the “Goodsand Service Tax” (GST) has been alandmark policy initiative by thegovernment and emerged as a keymilestone in history of India’s tax regime.This along with growing public investmentsand improving environment forinfrastructure investments, are creating aplatform for sustainable growth.

Based on these trends, India is movingtowards claiming its rightful place in theglobal economy.

OPPURTUNITIES AND THREATS

Indian Auto sector is expected to grow incoming years. The growth in this sectorwill be driven by new launches in Premiumsegment Vehicles. Company being inMotor service segment for premiumsegment vehicle is expected to bebenefited. Further with the Restaurant trendgoing on opportunity in Hospitality divisionlooks good in future.

As both the Segment - Auto Division andHospitality falls in the category of Luxury

‘Annexure D’ to Director’s Reportsegment and not basic necessities, anyreduction in the disposable income of thecustomers will be considered as a threatin future.

SEGMENT WISE PERFORMANCE &FINANCIAL PERFORMANCE

The Company has two reportablesegments Auto Division and HospitalityDivision.

During the year under review 2017- 18,revenue from auto division remainedstable at Rs. 360 Lacs compared to Rs.355 Lacs in previous year 2016– 17.Further Revenue from the Hospitalitydivision showed significant improvement.Revenue from the Hospitality Divisionstood at Rs. 322 Lacs Compared to Rs.248 Lacs in previous Year 2016-17.

Profit before Interest and Tax from AutoDivision stood at Rs. 202 Lacs and fromHospitality division stood at Rs. 11 Lacs.

The total Revenue of the Companycomprising of Automobile and HospitalityDivisions was Rs. 773 Lacs as comparedto Rs. 697 Lacs in the previous year. Furtherthe Profit after tax for F. Y. 2017-18 stood atRs. 158 Lacs as compared to Rs. 122 Lacsin previous year 2016-17.

INTERNAL CONTROL SYSTEM AND THEIRADEQUACY

The Company has sound and adequateinternal control commensurate with itssize and nature of business. We constantlyupgrade our systems for incrementalimprovements, because we firmly believethat change is the only permanent thing,and without change we cannot progress.We periodically review the systems. These

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systems ensure protection of assets andproper recording of transactions andtimely reporting.

RISKS, CONCERNS AND THREATS

The Automobile and Hospitality industry isprone to impact due to fluctuations in theeconomy change in market conditions,competition in the industry and regulationsand other factors.

Motor Services (Auto Division) & runningRestaurant (Hospitality Division) has hugestaff turnover. Rising staff & utility costs,staff retention & customer / guestssatisfaction are the major concerns forboth these Industries. Profitability willcontinue to be a concern with highoperational costs. To meet this situation,both Auto Division and Hospitality divisionhave to add new customers and additionalattention has to be provided towards talentsearch, training and development ofhuman resources on a long term basis.

Material Development in HumanResource /Industrial Relations front,including number of people employed.

The Company believes that its intrinsicstrength is its people. The Company hasalways paid special attention torecruitment and development of allcategories of staff. The Company iscommitted to adhere to the higheststandards of ethical and moral conduct ofbusiness operations. To maintain thesestandards, the Company encourages itsemployees to come forward and expressthese concerns without fear of punishmentor unfair treatment. Industrial Relationsremained stable throughout the year. There

were 57 permanent employees on the rollsof Company as on March 31, 2018.

Cautionary Statement

This management discussion andanalysis may contain Forward lookingstatements within the meaning of theapplicable laws, rules and judicialpronouncements, relating to the businessstrategies, prospects, financialperformance etc. The actual results mayvary significantly or materially than thosecontemplated / implied in the analysis forvarious reasons including but not limitedto the Government policy, macro economicsituation, Business cycles, Financial &liquidity situation, demand slowdown,service risks, material costs, etc. TheCompany does not undertake to make anydeclarations / pronouncements of anysuch eventuality.

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N. G. THAKRAR & Co.CHARTERED ACCOUNTANTS

803, ATRIUM – II, NEXT TO COURTYARDMARRIOT HOTEL, ANDHERI KURLA ROD,

ANDHERI (EAST), MUMBAI – 400 093TELEPHONE NOS : 28366378 / 28366379 EMAIL: [email protected]

INDEPENDENT AUDITORS’ REPORT

ToThe Members ofBombay Cycle & Motor Agency Ltd,

Report on the Standalone Ind AS FinancialStatements

We have audited the accompanyingstandalone Ind AS financial statements ofBOMBAY CYCLE & MOTOR AGENCY LIMITED,(the Company), which comprise the BalanceSheet as at 31st March, 2018, the Statement ofProfit and Loss (including other comprehensiveincome), the statement of cash flow and thestatement of the changes in equity for the yearthe ended and a summary of significantaccounting policies and other explanatoryinformation (herein after referred to as“standalone Ind AS financial statement”).

Management’s Responsibility for theStandalone Financial Statements

The Company’s Board of Directors isresponsible for the matters stated in Section134(5) of the Companies Act, 2013 (hereinafterreferred to as “the Act”) with respect to thepreparation of these standalone Ind ASfinancial statements that give a true and fairview of the financial position, financialperformance including other comprehensiveincome, cash flows and change in equity ofthe Company in accordance with theaccounting principles generally accepted inIndia, including the Indian Accounting

Standards (Ind AS) specified and referred to insub Section (1) of Section 129 r/w Section 133of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014..

This responsibility also includes maintenanceof adequate accounting records in accordancewith the provisions of the Act for safeguardingthe assets of the Company and for preventingand detecting frauds and other irregularities;selection and application of appropriateaccounting policies; making judgments andestimates that are reasonable and prudent;and design, implementation and maintenanceof internal financial controls with reference tofinancial statements, that were operatingeffectively for ensuring the accuracy andcompleteness of the accounting records,relevant to the preparation and presentation ofthe standalone Ind AS financial statements thatgive a true and fair view and are free frommaterial misstatement, whether due to fraudor error.

Auditor’s Responsibility

Our responsibility is to express an opinion onthese standalone financial statements basedon our audit.

We have taken into account the provisions ofthe Act, the accounting and auditing standardsand matters which are required to be includedin the audit report under the provisions of theAct and the Rules made there under.

We conducted our audit in accordance with theStandards on Auditing specified under Section143(10) of the Act and also those issued by theInstitute of Chartered Accountants of India.Those Standards require that we comply withethical requirements and plan and perform theaudit to obtain reasonable assurance aboutwhether the financial statements are free ofmaterial misstatement.

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An audit involves performing procedures toobtain audit evidence about the amounts andthe disclosures in the standalone Ind ASfinancial statements. The procedures selecteddepend on the auditor’s judgment, includingthe assessment of the risks of materialmisstatement of the standalone Ind AS financialstatements, whether due to fraud or error. Inmaking those risk assessments, the auditorconsiders internal financial control relevant tothe Company’s preparation of the standaloneInd AS financial statements that give a trueand fair view in order to design auditprocedures that are appropriate in thecircumstances. An audit also includesevaluating the appropriateness of theaccounting policies used and thereasonableness of the accounting estimatesmade by the Directors of the Company, as wellas evaluating the overall presentation of thestandalone Ind AS financial statements.

We believe that the audit evidence we haveobtained is sufficient and appropriate to providea basis for our audit opinion on the standaloneInd AS financial statements.

Opinion

In our opinion and to the best of our informationand according to the explanations given to us,the aforesaid standalone Ind AS financialstatements read with the notes attached to andforming part of the same give the informationrequired by the Act in the manner so requiredand also give a true and fair view in conformitywith the accounting principles generallyaccepted in India including the Ind AS -

(a) in the case of the Balance Sheet, ofthe state of affairs of the Company asat March 31, 2018;

(b) in the case of the Statement of Profitand Loss, of the Profit of the Company

for the financial year ended on thatdate; and in the case of the Cash FlowStatement, of the cash flows for thefinancial year ended on that date.

Report on Other Legal and RegulatoryRequirements

1. As required by the Companies (Auditor’sReport) Order, 2016 (“the Order”) issued byCentral Government of India in terms of subSection (11) of section 143 of the Act, wegive in the Annexure-A, a statement on thematters specified in the paragraph 3 and 4of the Order, to the extent they are applicableto the Company.

2. As required by Section 143 (3) of the Act, tothe extent applicable and relevant, we reportthat -

(a) we have sought and obtained all theinformation and explanations which tothe best of our knowledge and beliefwere necessary for the purposes ofour audit.

(b) in our opinion proper books of accountas required by law have been kept bythe Company so far as it appears fromour examination of those books;

(c) the Balance Sheet, the Statement ofProfit and Loss (including othercomprehensive income) and theStatement of Cash Flow dealt with bythis Report are in agreement with thebooks of account;

(d) in our opinion, the aforesaid annexedstandalone Ind AS financial statementscomply with the requirements of theIndian Accounting Standards specifiedunder and referred to in sub Section(1) of Section 129 r/w Section 133 ofthe Act, read with Rule 7 of the Comp-

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anies (Accounts) Rules, 2014;

(e) on the basis of the writtenrepresentations received from thedirectors as on 31 March 2018 takenon record by the Board of Directors,none of the directors of the companyare disqualified as on 31 March 2018from being appointed as director interms of Section 164 (2) of the Act;

(f) with respect to the adequacy of theinternal financial controls over financialreporting of the Company and theoperating effectiveness of suchcontrols, refer to our separate reportin “Annexure B”; and

(g) with respect to the other matters to beincluded in the Auditor’s Reports inaccordance with Rule 11 of theCompanies (Audit and Auditors)Rules, 2014, in our opinion and to thebest of our knowledge and belief andaccording to information andexplanation given to us:

i. The company has disclosed theimpact, if any, of pending litigationas at 31st March, 2018 on itsfinancial position in Note No. 23(9) in its standalone Ind ASfinancial statements.

ii. The company did not have anylong term contract includingderivative contracts for whichthere were any materialforeseeable losses.

iii. The provisions of InvestorEducation and Protection Fundare not applicable to thecompany.

For N. G. THAKRAR & CO.Chartered AccountantsFirm Registration Number: 110907W

N. G. THAKRAR(Partner)M. No. 036213

Place: MumbaiDated: 25th May, 2018.

Annexure ‘A’ to the Independent Auditor’sReportThe Annexure referred to in paragraph 1 of theIndependent Auditors’ Report to the membersof BOMBAY CYCLE & MOTOR AGENCY LIMITEDon the Standalone Ind AS Financial Statementsfor the year ended March 31st, 2018

i. (a) The Company has maintained properrecords showing full particulars,including quantitative details andsituation of fixed assets.

(b) The fixed assets were physicallyverified by the management, as per theprogram of verification covering all thefixed assets at reasonable intervals.According to the information andexplanations given to us, no materialdiscrepancies were noticed on suchverification.

(c) According to the information andexplanations given to us and on thebasis of our examination of the recordsof the Company, the title deeds ofimmovable properties are held in thename of the Company.

ii. The physical verification of inventoryhas been conducted at reasonableintervals by the management. In ouropinion, the procedures of physical

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verification of inventory followed by themanagement are reasonable andadequate in relation to the size of thecompany and the nature of itsbusiness. The company ismaintaining proper records ofinventory and no materialdiscrepancies were noticed onphysical verification.

iii. The Company has not granted anyloans, secured or unsecured, tocompanies, firms, Limited LiabilityPartnerships or other parties coveredin the register maintained underSection 189 of the Companies Act,2013. Accordingly, the provisions ofclause 3(iii) (a), (b) and (c) of the orderare not applicable.

iv. In our opinion and according to theinformation and explanations given tous, the Company has not granted anyloans/advances to persons/partiescovered under section 185 and 186 ofthe Act, with respect to the loans,investments, guarantees & security.

v. The company has not accepted anydeposit from public within the meaningof section 73 to 76 or any other relevantprovisions of the Act and the rulesframed there under.

vi. The Central Government has notprescribed the maintenance of costrecords under section 148(1) of the Act,for any of products of the Company.

vii. (a) According to information andexplanation given to us and on thebasis of our examination of the recordsof the Company, undisputed statutorydues including Provident Fund,Employees’ State Insurance, Income

Tax, Sales Tax, Service Tax, ValueAdded Tax, Cess and other Statutorydues have been generally regularlydeposited during the year with theappropriate authorities.

(b) According to the information andexplanations given to us and basedon the records examined by us, theparticulars of dues of Income Tax andDuty of Excise not paid as on 31st

March, 2018 on account of dispute areas follows:-

Name of Nature of Amount Period to Forum wherethe Statue Dues ( `̀̀̀̀ in which the the dispute

Lakhs) amount relates is pendingIncome Tax Income Tax 19.02 A.Y. 2013-14 RectificationDepartment filed with AO

Income Tax Income Tax 0.84 A.Y. 2009-10 CITDepartment

Income Tax Income Tax 30.12 A.Y. 2006-07 Supreme CourtDepartment

Income Tax Income Tax 22.86 A.Y. 2001-02 Supreme CourtDepartment

Central Excise 6.00 - CESTATExcise

viii. The Company does not have anyloans or borrowings from any financialinstitution, banks, government ordebenture holders during the year.Accordingly, paragraph 3(viii) of theOrder is not applicable.

ix. The Company did not raise any moneyby way of initial public offer or furtherpublic offer (including debtinstruments) and term loans duringthe year. Accordingly, paragraph 3 (ix)of the Order is not applicable.

x. According to the information andexplanations given to us, no materialfraud by the Company or on theCompany by its officers or employeeshas been noticed or reported duringthe course of our audit.

xi. According to the information andexplanations give to us and based on

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our examination of the records of theCompany, the Company has paid/provided for managerial remunerationin accordance with the requisiteapprovals mandated by the provisionsof section 197 read with Schedule V tothe Act.

xii. In our opinion and according to theinformation and explanations given tous, the Company is not a Nidhicompany. Accordingly, paragraph 3(xii)of the Order is not applicable.

xiii. According to the information andexplanations given to us and basedon our examination of the records ofthe Company, transactions with therelated parties are in compliance withsections 177 and 188 of the Act whereapplicable and details of suchtransactions have been disclosed inthe financial statements as requiredby the applicable accountingstandards.

xiv. According to the information andexplanations give to us and based onour examination of the records of theCompany, the Company has not madeany preferential allotment or privateplacement of shares or fully or partlyconvertible debentures during the year.

xv. According to the information andexplanations given to us and basedon our examination of the records ofthe Company, the Company has notentered into non-cash transactionswith directors or persons connectedwith him. Accordingly, paragraph 3(xv)of the Order is not applicable.

xvi. The Company is not required to beregistered under Section 45-IA of theReserve Bank of India Act, 1934.

For N. G. THAKRAR & CO.Chartered AccountantsFirm Registration Number: 110907W

N. G. ThakrarPartnerM. No. 036213


Annexure ‘B’ to the Auditors’ Report

The Annexure referred to in paragraph 2 (f) ofthe Independent Auditors’ Report to the mem-bers of BOMBAY CYCLE & MOTOR AGENCYLIMITED on the Standalone Financial State-ments for the year ended March 31st, 2018.

Report on the Internal Financial Controlsunder Clause (i) of Sub-section 3 of Section143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controlsover financial reporting of Bombay Cycle & MotorAgency Limited (“the Company”) as of March31, 2018 in conjunction with our audit of thestandalone Ind AS financial statements of theCompany for the year ended on that date.

Management’s Responsibility for InternalFinancial Controls

The Company’s management is responsiblefor establishing and maintaining internalfinancial controls based on the internal controlover financial reporting criteria established bythe Company considering the essential

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BOMBAY CYCLE & MOTOR AGENCY LIMITED99TH ANNUAL REPORT 2017-2018components of internal control stated in theGuidance Note on Audit of Internal FinancialControls over Financial Reporting issued bythe Institute of Chartered Accountants of India(ICAI). These responsibilities include thedesign, implementation and maintenance ofinternal financial controls with reference tofinancial statements, that were operatingeffectively for ensuring the orderly and efficientconduct of its business, including adherenceto company’s policies, the safeguarding of itsassets, the prevention and detection of fraudsand errors, the accuracy and completeness ofthe accounting records, and the timelypreparation of reliable financial information, asrequired under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion onthe Company’s internal financial controls overfinancial reporting based on our audit. Weconducted our audit in accordance with theGuidance Note on Audit of Internal FinancialControls Over Financial Reporting (the“Guidance Note”) and the Standards onAuditing, issued by ICAI and deemed to beprescribed under section 143(10) of theCompanies Act, 2013, to the extent applicableto an audit of internal financial controls, bothapplicable to an audit of Internal FinancialControls and, both issued by the ICAI. ThoseStandards and the Guidance Note require thatwe comply with ethical requirements and planand perform the audit to obtain reasonableassurance about whether internal financialcontrols with reference to financial statementswas established and maintained and if suchcontrols operated effectively in all materialrespects.

Our audit involves performing procedures toobtain audit evidence about the adequacy of

the internal financial control system overfinancial reporting and their operatingeffectiveness. Our audit of internal financialcontrols over financial reporting includedobtaining an understanding of internalfinancial controls over financial reporting,assessing the risk that a material weaknessexists, and testing and evaluating the designand operating effectiveness of internal controlbased on the assessed risk. The proceduresselected depend on the auditor’s judgment,including the assessment of the risks ofmaterial misstatement of the financialstatements, whether due to fraud or error.

We believe that the audit evidence we haveobtained is sufficient and appropriate to providea basis for our audit opinion on the Company’sinternal financial controls system over financialreporting.

Meaning of Internal Financial Controls OverFinancial Reporting

A company’s internal financial control overfinancial reporting is a process designed toprovide reasonable assurance regarding thereliabil ity of financial reporting and thepreparation of financial statements for externalpurposes in accordance with generallyaccepted accounting principles. A company’sinternal financial control over financial reportingincludes those policies and procedures that(1) pertain to the maintenance of records that,in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the assetsof the company; (2) provide reasonableassurance that transactions are recorded asnecessary to permit preparation of financialstatements in accordance with generallyaccepted accounting principles, and thatreceipts and expenditures of the company arebeing made only in accordance with

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BOMBAY CYCLE & MOTOR AGENCY LIMITED99TH ANNUAL REPORT 2017-2018authorizations of management and directorsof the company; and (3) provide reasonableassurance regarding prevention or timelydetection of unauthorized acquisition, use, ordisposition of the company’s assets that couldhave a material effect on the financialstatements.

Inherent Limitations of Internal FinancialControls Over Financial Reporting

Because of the inherent limitations of internalfinancial controls over financial reporting,including the possibil ity of collusion orimproper management override of controls,material misstatements due to error or fraudmay occur and not be detected. Also,projections of any evaluation of the internalfinancial controls over financial reporting tofuture periods are subject to the risk that theinternal financial control over financial reportingmay become inadequate because of changesin conditions, or that the degree of compliancewith the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all materialrespects, an internal financial controls withreference to financial statements and suchinternal financial controls over financialreporting were operating effectively as at March31, 2018, based on the internal control overfinancial reporting criteria established by theCompany considering the essentialcomponents of internal control stated in theGuidance Note on Audit of Internal FinancialControls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.

Financial Reporting issued by the Institute ofChartered Accountants of India.

For N. G. THAKRAR & COChartered AccountantsFirm Registration Number: 110907W

N. G. ThakrarPartnerM. No. 036213


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BALANCE SHEET AS AT 31ST MARCH, 2018Particulars Note As at 31st As at 31st As at 1st

No. March, 2018 March, 2017 April, 2016`̀̀̀̀ `̀̀̀̀ `̀̀̀̀

I. ASSETS1. Non - Current Assets

(a) Property, Plant and Equipment 1 3,747,882 5,015,434 6,195,716(b) Other Intangible Assets 1 100,990 5,834 15,834(c) Financial Assets

(i) Investments 2 4,112,230 5,568,256 19,140,526(d) Deferred tax assets (net) - 632,400 468,283 671,088(e) Other non-current assets 3 2,796,241 1,457,228 3,406,365

11,389,743 12,515,035 29,429,5292. Current Assets

(a) Inventories 4 684,713 328,925 886,872(b) Financial Assets

(i) Investments 5 67,109,147 46,046,467 29,330,846(ii) Trade receivables 6 5,708,670 10,844,736 11,878,669(iii) Cash and cash equivalents 7 3,681,083 4,829,418 2,928,996(iv) Other financial assets 7 93,231,521 85,876,685 78,518,529

(c) Other current assets 8 53,810,694 48,992,486 46,155,378224,225,828 196,918,717 169,699,290

TOTAL ASSETS 235,615,571 209,433,752 199,128,819

II. EQUITY AND LIABILITIES1. Equity

(a) Equity Share capital 9 2,000,000 2,000,000 2,000,000(b) Other Equity 10 143,907,601 128,671,724 117,533,735

145,907,601 130,671,724 119,533,7352. Non- Current liabilities

(a) Provisions 11 229,950 142,544 177,767(b) Other Non-current liabilities 12 13,487,070 13,368,802 11,100,000

13,717,020 13,511,346 11,277,7673. Current liabilities

(a) Financial Liabilities(i) Trade payables 13 20,137,958 15,736,191 16,453,512

(b) Other current liabilities 14 6,173,006 5,188,070 6,933,103(c) Provisions 15 49,679,986 44,326,421 44,930,702

75,990,950 65,250,682 68,317,317TOTAL EQUITY & LIABILITIES 235,615,571 209,433,752 199,128,819Significant Accounting Policies and notes to financial statements 23

As per our report of even dateFor & on behalf ofN.G. Thakrar & Co.

(I.C.A.I. REGN. NO. 110907W)Chartered Accountants

Natwar G. Thakrar(Partner)Membership No. 036213Mumbai, 25th May, 2018

CHIRAG C. DOSHI Chairman & Managing Director(DIN : 00181291)

ASHOK T. KUKREJA Director(DIN : 00463526)

PRASHANT B. GAIKWAD Company Secretary

MAHENDRA J. KHARWA Chief Financial Officer

Mumbai, 25th May, 2018

FOR BOMBAY CYCLE & MOTOR AGENCY LTD.

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH, 2018

Note Current Year ended Previous Year endedParticulars

No. 31st March, 2018 31st March, 2017`̀̀̀̀ `̀̀̀̀

I Revenue from operations 16 68,154,327 60,307,627

II Other Income 17 9,133,965 9,347,227

III Total Revenue (I + II) 77,288,292 69,654,854IV Expenses :

Cost of materials consumed 18 14,444,459 4,962,762Changes in inventory of Stock-in-Trade 19 (381,223) 519,794Employee benefits expense 20 13,435,419 24,895,392Depreciation and amortisation expenses 21 1,396,504 1,347,684Other Expenses 22 27,104,409 19,996,247

Total expenses (IV) 55,999,568 51,685,879V Profit before exceptional items

and tax (III-IV) 21,288,724 17,968,975VI Exceptional items - -

VII Profit before tax (V - VI) 21,288,724 17,968,975VIII Tax expense:

Current Tax 5,643,516 5,436,391Tax / MAT Credit for Earlier Years - 92,573Deferred Tax (asset) / liability (164,114) 202,805

IX Profit for the period (VII-VIII) 15,809,322 12,237,206

X Other comprehensive income:i) Items that will not be reclassified to profit or loss a) Remeasurement of Defined Benefit Plans 389,416 (136,356)

XI Total comprehensive income for theperiod (IX + X) 16,198,738 12,100,850

XII Earnings per equity share:(1) Basic 79.05 61.19(2) Diluted 79.05 61.19

Significant Accounting Policies and notes to financial statements 23



Natwar G. Thakrar(Partner)Membership No. 036213








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BOMBAY CYCLE & MOTOR AGENCY LIMITED99TH ANNUAL REPORT 2017-2018CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018

Particulars Current Year Previous Year( `̀̀̀̀ ) ( `̀̀̀̀ ) ( `̀̀̀̀ )

A) CASH FLOW FROM OPERATING ACTIVITIESProfit / (Loss) Before Taxation & Extra ordinary Items 21,288,724 17,968,975

Adjustments for:a) Depreciation & Amortisation Expenses 1,371,069 1,309,531b) Interest Income (6,693,728) (6,759,846)c) Dividends Income (2,142,680) (1,499,674)d) Profit on Sale of Property, Plant & Equipment - (12,332)e) Loss of sale of Property, Plant & Equipment 74,742 -f ) Remeasurement of Defined Benefit Plans through OCI 389,416 (136,356)g) Fair valuation of Investments in mutual fund (132,594) 1,020,176h) Fair valuation of Other Investments - (1,332,000)i) Mark to market gain on fair valuation of Equity Shares 400,620 57,370

Sub-Total (6,733,155) (7,353,131)Appropriation of Fund

a) Dividend paid (800,000) (800,000)b) Dividend Distribution Tax (162,861) (162,861) Sub-Total (962,861) (962,861)

(7,696,016) (8,315,992) OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 13,592,708 9,652,983

Adjustments :a) (Increase) / Decrease in Other Non-current Assets (1,339,013) 1,949,137b) (Increase) / Decrease in Inventories (355,788) 557,947c) (Increase) / Decrease in Trade Receivables 5,136,066 1,033,933d) (Increase) / Decrease in Other Financial Assets (7,354,836) (7,358,156)e) (Increase) / Decrease in Other Current Assets (4,818,219) (2,837,107)f ) (Increase) / Decrease in Long-term Provisions 87,406 (35,223)g) (Increase) / Decrease in Long - term Liabilities 118,267 2,268,802h) (Increase) / Decrease in Trade Payable 4,401,767 (717,321)i) Increase / (Decrease) in Other Current Liabilities 984,935 (1,745,033)j) Increase / (Decrease) in Short-term provisions 5,353,564 (604,281)k) Interest received on Business Deposits 6,693,728 6,759,846

8,907,887 (727,457) CASH GENERATED FROM OPERATIONS 22,500,595 8,925,526

a) Provision for Taxation (5,643,516) (5,643,516) (5,528,964) CASH FLOW BEFORE EXCEPTIONAL & EXTRA ORDINARY ITEMS 16,857,079 3,396,562

a) Exceptional Items - - - NET CASH FROM OPERATING ACTIVITIES 16,857,079 3,396,562

B) CASH FLOW FROM INVESTING ACTIVITIESa) Purchase of Investment (34,510,085) (4,094,897)b) Purchase of Property, Plant and Equipement (341,206) (155,767)c) Sale Proceeds from Investments 14,635,406 1,206,000d) Sale Proceeds from Property, Plant and Equipement 67,791 48,850e) Dividends Income 2,142,680 1,499,674 NET CASH FROM / (USED IN) INVESTING ACTIVITIES (18,005,414) (1,496,140)

C) CASH FLOW FROM FINANCING ACTIVITIES - - -

NET CASH FROM / (USED IN) FINANCING ACTIVITIES - -NET CHANGE IN CASH & CASH EQUIVALENTS (A + B + C) (1,148,335) 1,900,422Cash and Cash equivalent - Opening Balance 4,829,418 2,928,996Cash and Cash equivalent - Closing Balance 3,681,083 4,829,418NET INCREASE / (DECREASE) (1,148,335) 1,900,422

As per our report of even dateFor & on behalf ofN.G. Thakrar & Co.(I.C.A.I. REGN. NO. 110907W)Chartered Accountants

Natwar G. Thakrar(Partner)Membership No. 036213Mumbai, 25th May, 2018



PRASHANT B. GAIKWAD Company SecretaryMAHENDRA J. KHARWA Chief Financial OfficerMumbai, 25th May, 2018


NOTE: Direct taxes paid on income are treated as arising from operating activities and are not bifurcated betweeninvesting and financing activities.

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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED AS AT 31ST MARCH, 2018











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NOTE: 2 - FINANCIAL ASSETS (NON-CURRENT INVESTMENTS)

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NOTE: 5 - FINANCIAL ASSETS (CURRENT INVESTMENTS)

NOTE: 6 - TRADE RECEIVABLES

NOTE: 7 - CASH & CASH EQUIVALENTS AND OTHER FINANCIAL ASSETS

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BOMBAY CYCLE & MOTOR AGENCY LIMITED99TH ANNUAL REPORT 2017-2018NOTE: 8 - OTHER CURRENT ASSETS

NOTE: 9 - EQUITY SHARE CAPITAL

a) Details of shareholder’s holding

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b) Terms / rights attached to Equity Shares.

The company has only one class of equity shares of par value of ` 10/- each. Each holderof equity shares is entitled to one vote per share. The dividend proposed by the Board ofDirectors is subject to approval by the share holders at the ensuing Annual GeneralMeeting.

In the event of liquidation, the shareholders are eligible to recover the remaining assetsof the company after distribution of all preferential amounts, in proportion of theirshareholding.

NOTE: 10 - OTHER EQUITY

Capital Reserve:

The reserve was created in financial year 2005-06 from resettlement compensation receivedfor surrender of tenancy rights in respect of the premises called ‘Industrial Manor’ atPrabhadevi, Mumbai - 400 025.

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General Reserve:

The General reserve is created from time to time by transfer of profits from retained earnings togeneral reserve for appropriation purposes. As the General reserve is created by transfer from onecomponent of equity to another and is not an item of other comprehensive income, hence Generalreserve is not required to be reclassified subsequently to the statement of profit and loss.

Retained earnings:

Retained earnings includes the Company’s cumulative earnings less losses.

Remeasurements of the net defined benefit Plans:

Remeasurements of defined benefit liability comprises actuarial gains and losses and return on planassets.

Details of Proposed Dividend

The Board of Directors in their meeting held on 25th May, 2018 proposed a dividend of ` 5/- per share.The proposal is subject to approval of shareholders at the Annual General meeting to be held on 13th

Aug, 2018 and if approved would result in a cash outflow of approximately ` 1,205,553/- which isinclusive of corporate dividend tax of ` 205,553/-.

Dividend recognised as distribution to equity shareholders for the year ended March 31, 2018 was` 5/- per share.

NOTE 11 : NON CURRENT PROVISIONS

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NOTE: 22 - OTHER EXPENSES

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NOTE: 23 – SIGNIFICANT ACCOUNTING POLICIES AND OTHER NOTES

1) Corporate Information:

The Company was formed in 1919 with the main object to undertake business of sales and servicingof motor cars and at present its Automobile division situated at Churchgate is operational for servingof motor cars. The company diversified its operations in Restaurant and Banquets services at itsHospitality Division situated at Opera House.

2) First-time adoption of Ind A S:

I) Transition to Ind AS: These are the company’s first financial statements prepared in accordance withInd AS. The accounting policies set out in note 23 (3) have been applied in preparing the financialstatements for the year ended 31st March 2018, the comparative information presented in these financialstatements for the year ended 31st March 2017 and in the presentation of an opening Ind AS balancesheet at 1st April 2016 (the Company’s date of transition). In preparing its opening Ind AS balancesheet, the Company has adjusted the amount reported previously in financial statements prepared inaccordance with the accounting standards notified under Companies (Accounting Standards) Rules,2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). Anexplanation of how the transition from previous GAAP to Ind AS has affected the company’s financialposition and financial performance is set out in the following tables and notes.

II) Reconciliations under Ind AS 101: Ind AS 101 allows first-time adopters certain exemptions from theretrospective application of certain requirements under Ind AS. The Company has applied the followingexemptions:

a) Deemed cost for Property, Plant and Equipment (PPE), Intangible assets andInvestment property: Ind AS 101 permits a first time adopters to continue with the carrying valuefor all its property, plant and equipment and intangible assets as recognised in the financialstatements as at the date of transition to Ind AS, measured as per the previous GAAP and use thatas its deemed cost as at the date of transition.

Accordingly, the company has elected to measure all of its PPE, intangible asset and investmentproperty at their previous GAAP carrying values.

b) The remaining mandatory exceptions either do not apply or are not relevant to the Company.

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III) Reconciliation under Ind A S 101:

a) Reconciliation of Equity as at 31st March, 2017 & 1st April 2016

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b) Reconciliation of Profit or Loss for the year ended 31st March, 2017

# The Indian GAAP figures have been reclassified to confirm to Ind AS presentation requirementsfor the purpose of this note.

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3. Significant Accounting Policies:

(a) Basis of Preparation of Financial Statements:

(i) The financial statements have been prepared in compliance with Indian Accounting Standards (IndAS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian AccountingStandards) Rules, 2015] and other relevant provisions of the Act. The financial statements up to yearended 31 March 2017 were prepared in accordance with the accounting standards notified underCompanies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of theAct. These financial statements are the first financial statements of the Company under Ind AS. Thedate of transition to Ind AS is 1 April, 2016.

(ii) The financial statements have been prepared on the historical cost basis except for the followingassets and liabilities which have been measured at fair value:

1. Financial instruments measured at fair value through profit and loss.

2. Defined benefit plans – plan asset value through other comprehensive income

(b) Critical accounting estimates and judgments:

The preparation of these financial statements in conformity with the recognition and measurementprinciples of Ind AS requires management to make judgments, estimates and assumptions, thataffect the reported balances of assets and liabilities, disclosures relating to contingent liabilities asat the date of the financial statements and the reported amounts of income and expenses for theyears presented. Actual results may differ from these estimates. Estimates and underlyingassumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognisedin the period in which the estimates are revised and in any future periods affected. In particular,information about significant areas of estimation, uncertainty and critical judgments in applyingaccounting policies that have the most significant effect on the amounts recognized in the financialstatements pertain to:

i) Useful lives of property, plant and equipment and intangible assets:

The Company has estimated useful life of each class of assets based on the nature of assets, theestimated usage of the asset, the operating condition of the asset, past history of replacement,

c) Reconciliation of Total Equity as at 31st March 2017 and 1st April 2016

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anticipated technological changes, etc. The Company reviews the useful life of property, plant andequipment and Intangible assets as at the end of each reporting period. This reassessment mayresult in change in depreciation expense in future periods.

ii) Impairment testing:

Property, plant and equipment and Intangible assets that are subject to amortisation/ depreciationare tested for impairment when events occur or changes in circumstances indicate that therecoverable amount of the cash generating unit is less than its carrying value. The recoverableamount of cash generating units is higher of value-in-use and fair value less cost to sell. Thecalculation involves use of significant estimates and assumptions which includes turnover andearnings multiples, growth rates and net margins used to calculate projected future cash flows,risk-adjusted discount rate, future economic and market conditions.

iii) Income Taxes:

Income tax expense comprises current and deferred tax. It is recognised in profit and loss except tothe extent that it relates to items recognised directly in equity or in OCI.

a) Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for theyear and any adjustment to the tax payable or receivable in respect of previous years. It is measuredusing tax rates enacted or substantively enacted at the reporting date. Management periodicallyevaluates positions taken in tax returns with respect to situations in which applicable tax regulationis subject to interpretation. It establishes provisions where appropriate on the basis of amountsexpected to be paid to the tax authorities. Current tax assets and liabilities are offset only if:

i) there is a legally enforceable right to set off current tax assets against current tax liabilities andwhen they relate to income taxes levied by the same taxation authority; and

ii) there is intention either to settle on a net basis, or to realise the asset and settle the liabilitysimultaneously.

b) Deferred tax

Deferred tax assets are recognized to the extent that it is regarded as probable that deductibletemporary differences can be realized. The Company estimates deferred tax assets and liabilitiesbased on current tax laws and rates and in certain cases, business plans, including management’sexpectations regarding the manner and timing of recovery of the related assets. Changes in theseestimates may affect the amount of deferred tax liabilities or the valuation of deferred tax assets andthereby the tax charge in the Statement of Profit or Loss. Provision for tax liabilities require judgmentson the interpretation of tax legislation, developments in case law and the potential outcomes of taxaudits and appeals which may be subject to significant uncertainty. Therefore the actual resultsmay vary from expectations resulting in adjustments to provisions, the valuation of deferred taxassets, cash tax settlements and therefore the tax charge in the Statement of Profit or Loss.

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iv) Effective Tax Rate:

The reconciliation of estimated income tax expenses at statutory income tax rate to income taxexpense reported in statement of Profit and loss is as follows:

v) Deferred Tax Disclosure

a) Movement in deferred tax balances

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b) Movement in deferred tax balances

vi) Fair value measurement of derivative and other financial instruments:

The fair value of financial instruments that are not traded in an active market is determined byusing valuation techniques. This involves significant judgments in selection of a method in makingassumptions that are mainly based on market conditions existing at the Balance Sheet date andin identifying the most appropriate estimate of fair value when a wide range of fair valuemeasurements are possible.

vii) Litigation:

From time-to-time, the Company is subject to legal proceedings the ultimate outcome of eachbeing always subject to many uncertainties inherent in litigation. A provision for litigation is madewhen it is considered probable that a payment will be made and the amount of the loss can bereasonably estimated. Significant judgment is made when evaluating, among other factors, theprobability of unfavourable outcome and the ability to make a reasonable estimate of the amountof potential loss. Litigation provisions are reviewed at each accounting period and revisionsmade for the changes in facts and circumstances.

viii) Defined benefit plans:

The cost of the defined benefit plans and the present value of the defined benefit obligation arebased on actuarial valuation using the projected unit credit method. An actuarial valuation involvesmaking various assumptions that may differ from actual developments in the future. These includethe determination of the discount rate, future salary increases and mortality rates. Due to thecomplexities involved in the valuation and its long term nature, a defined benefit obligation ishighly sensitive to changes in these assumptions. All assumptions are reviewed at each BalanceSheet date.

c) Revenue recognition:

Income and Expenditure are accounted on accrual, as they are earned or incurred, except in caseof those involving significant uncertainties where the same is accounted on crystallization.

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d) Borrowing Costs:

Borrowing costs are recognised in the Statement of Profit and Loss in the year in which they areincurred.

e) Inventories:

i) Auto spare parts:- At lower of cost and net realisable value.

(Cost in relation to spare parts of Auto Division business includes purchase price net of rebatesand incentives from suppliers, octroi and freight)

ii) Materials purchased for preparation of and sale of Food & Beverages, in case of HospitalityDivision:- At cost or net realisable value whichever is lower. Cost is determined on the basis ofWeighted Average Method and includes all costs incurred for bringing these materials at doorstepof the company.

f) Property, Plant and Equipment:

Items of property, plant and equipment are stated in balance sheet at cost less accumulateddepreciation and accumulated impairment losses, if any.

When parts of an item of property, plant and equipment have different useful lives, they are accountedfor as separate items (major components) of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economicbenefits are expected to arise from the continued use of the asset. Any gain or loss arising on thedisposal or retirement of an item of property, plant and equipment is determined as the differencebetween the sales proceeds and the carrying amount of property, plant and equipment and isrecognised in profit or loss.

Depreciation is recognised so as to write off the cost of assets (other than freehold land andCapital work-in-progress) less their residual values on straight-line method over their useful livesas indicated in Part C of Schedule II of the Companies Act, 2013. Depreciation methods, usefullives and residual values are reviewed at the end of each reporting period, with the effect of anychanges in estimate accounted for on a prospective basis.

The estimated useful lives are as follows:

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For transition to Ind AS, the Company has elected to continue with the carrying value of all of itsproperty, plant and equipment (‘PPE’) recognised as of April 01, 2016 i.e. transition date, measuredas per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

g) Financial instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financialliability or equity instrument of another entity.

(A) Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets notrecorded at fair value through profit or loss, transaction costs that are attributable to the acquisitionof the financial asset. Purchases or sales of financial assets that require delivery of assets withina time frame established by regulation or convention in the market place (regular way trades) arerecognised on the trade date.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

• Debt instruments at amortised cost

• Debt instruments at fair value through other comprehensive income• Debt instruments and equity instruments at fair value through profit or loss• Equity instruments measured at fair value through other comprehensive income

Debt instruments at amortised cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met;

The asset is held within a business model whose objective is to hold assets for collectingcontractual cash flows, and

Contractual terms of the asset give rise on specified dates to cash flows that are solely paymentsof principal and interest on the principal amount outstanding

After initial measurement, such financial assets are subsequently measured at amortised costusing the effective interest rate method. Amortised cost is calculated by taking into account anydiscount or premium on acquisition and fees or costs that are an integral part of the effectiveinterest rate. The effective interest rate amortisation is included in Other Income in the profit orloss. The losses arising from impairment are recognised in the profit or loss.

Debt instrument at fair value through other comprehensive income

A ‘debt instrument’ is measured as at fair value through other comprehensive income if both of thefollowing criteria are met:

a) The objective of the business model is achieved both by collecting contractual cash flows andselling the financial assets, and

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b) The contractual terms of the instrument give rise on specified dates to cash flows that are solelypayments of principal and interest on the principal amount outstanding.

Debt instruments included within the fair value through other comprehensive income category aremeasured initially as well as at each reporting date at fair value. Fair value movements arerecognized in the other comprehensive income. However, the Company recognizes interest income,impairment losses & reversals and foreign exchange gain or loss in the profit or loss. Onderecognition of the asset, cumulative gain or loss previously recognised in other comprehensiveincome is reclassified from the equity to profit or loss. Interest earned whilst holding fair valuethrough other comprehensive income debt instrument is reported as interest income using theEIR method.

Debt instrument at fair value through profit or loss

Fair value through profit or loss is a residual category for debt instruments. Any debt instrument,which does not meet the criteria for categorization as at amortized cost or as fair value throughother comprehensive income, is classified as at fair value through profit or loss.

In addition, the Company may elect to designate a debt instrument, which otherwise meetsamortized cost or fair value through other comprehensive income criteria, as at fair value throughprofit or loss. However, such election is allowed only if doing so reduces or eliminates ameasurement or recognition inconsistency (referred to as ‘accounting mismatch’).

Equity instruments

All equity instruments in scope of Ind AS 109 are measured at fair value. Equity instruments whichare held for trading are classified as at fair value through profit or loss. For all other equityinstruments, the Company may make an irrevocable election to present subsequent changes inthe fair value in other comprehensive income. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at fair value through other comprehensiveincome, then all fair value changes on the instrument, including foreign exchange gain or lossand excluding dividends, are recognised in the other comprehensive income. There is no recyclingof the amounts from OCI to profit or loss, even on sale of investment. However, the Company maytransfer the cumulative gain or loss within equity.

Equity instruments included within the fair value through profit or loss category are measured atfair value with all changes recognized in the profit or loss.

(B) Financial liabilities and equity instruments

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities oras equity in accordance with the substance of the contractual arrangements and the definitions offinancial liability and an equity instrument.

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Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entityafter deducting all of its liabilities. Equity instruments issued by the Company are recognised atthe proceeds received, net of direct issue costs.

Initial recognition and measurement

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowingsand payables, net of directly attributable transaction costs.

Subsequent measurement

All financial liabilities are subsequently measured at amortised cost using the effective interestmethod or at fair value through profit or loss.

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss when the financial liabilityis either contingent consideration recognised by the Company as an acquirer in a businesscombination to which Ind AS 103 applies or is held for trading or is designated upon initialrecognition as at fair value through profit or loss. Financial liabilities are classified as held fortrading if they are incurred principally for the purpose of repurchasing in the near term or on initialrecognition it is part of a portfolio of identified financial instruments that the Company managestogether and has a recent actual pattern of short-term profit-taking.

Financial liabilities subsequently measured at amortised cost

Financial liabilities that are not held-for-trading and are not designated as at fair value throughprofit or loss are measured at amortised cost at the end of subsequent accounting periods. Thecarrying amounts of financial liabilities that are subsequently measured at amortised cost aredetermined based on the effective interest rate method. Interest expense that is not capitalised aspart of costs of an asset is included in the ‘Finance costs’ line item in profit or loss.

h) Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includescash on hand and balance with Banks.

i) Earnings per Share:

Basic earnings per share is computed by dividing the net profit after tax by the weighted averagenumber of equity shares outstanding during the period. Diluted earnings per share is computedby dividing the net profit after tax by the weighted average number of equity shares as above andalso the weighted average number of equity shares upon conversion of all dilutive potential equityshares.

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j) Employees benefits:

i) Short term employee benefits are recognized as an expense at the undiscounted amount in theProfit and loss account of the year in which the related service is rendered. These benefits includecompensated absences such as paid annual leave and performance incentives.

ii) Post employment and other long term employee benefits are recognized as an expense in theProfit and Loss account for the year in which the employee has rendered services. The expenseis recognized at the present value of the amount payable determined using acturial valuationtechniques. Acturial gains and losses are recognized in full in the Profit and Loss account for theperiod in which they occur.

Liability towards Gratuity is being discharged regularly in accordance with the terms of employmentwith the employees.

iii) Provident Fund scheme: The Company makes specified monthly contributions towards EmployeeProvident Fund to Employees’ Provident Fund Organisation. Interest is credited to respectiveemployees on regular basis as per the interest rate notified by government on time to time byEmployees’ Provident Fund Organisation.

k) Impairment of Assets: An asset is treated as impaired when the carrying cost of the assetexceeds its recoverable value. An impairment loss is charged to the Statement of Profit and Lossin the year in which an asset is identified as impaired. The impairment loss recognized in a prioraccounting period is reversed if there has been a change in the estimate of the recoverableamount.

l) Financial risk management:

The Company has exposure to the following risks arising from financial instruments:* Credit risk* Liquidity risk and* Market risk

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversightof the Company’s risk management framework. The board of directors is responsible fordeveloping and monitoring the Company’s risk management policies.

Risk management policies and systems are reviewed regularly to reflect changes in marketconditions and Company’s activities. The Company, through its training and managementstandards and procedures, aims to maintain a disciplined and constructive control environmentin which all employees understand their roles and obligations.

i) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financialinstrument fails to meet its contractual obligations, and arises principally from the Company’sreceivables from customers and investments in debt securities, cash and cash equivalents,mutual funds, bonds etc.

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The carrying amount of financial assets represents the maximum credit exposure.

Cash and cash equivalents

Credit risk from balances with banks is managed by the Company’s treasury department inaccordance with the company’s policy. Investment of surplus funds are made in mainly in mutualfunds with good returns and within approved credit ratings.

ii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as theybecome due. The Company manages its liquidity risk by ensuring, as far as possible, that it willalways have sufficient liquidity to meet its liabilities when due, under both normal and stressedconditions, without incurring unacceptable losses or risk to the Company’s reputation.

iii) Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may resultfrom adverse changes in market rates and prices (such as interest rates) or in the price of marketrisk-sensitive instruments as a result of such adverse changes in market rates and prices. Marketrisk is attributable to all market risk-sensitive financial instruments and all short term and long-term debt. The Company is exposed to market risk primarily related interest rate risk and themarket value of its investments.

m) Recent Accounting pronouncements:

Standards issued but not yet effective

The amendments to standards that are issued, but not yet effective, up to the date of issuance ofthe Company’s financial statements are disclosed below. The Company intends to adopt thesestandards, if applicable, when they become effective.

The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards)Amendment Rules, 2017 and Companies (Indian Accounting Standards) Amendment Rules,2018 amending the following standard:

Ind AS 115 Revenue from Contracts with Customers:

On March 28, 2018, Ministry of Corporate Affairs has notified the Ind AS115, Revenue from Contractwith Customers. The core principle of the new standard is that an entity should recognize revenueto depict the transfer of promised goods or services to customers in an amount that reflects theconsideration to which the entity expects to be entitled in exchange for those goods or services.

Specifically, the standard introduces a 5-step approach to revenue recognition:

• Step 1: Identify the contract(s) with a customer

• Step 2: Identify the performance obligation in contract

• Step 3: Determine the transaction price

• Step 4: Allocate the transaction price to the performance obligations in the contract

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• Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied,i.e. when ‘control’ of the goods or services underlying the particular performance obligation istransferred to the customer.

Further the new standard requires enhanced disclosures about the nature, amount, timing anduncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

• Retrospective approach

Under this approach the standard will be applied retrospectively to each prior reporting periodpresented in accordance with Ind AS 8-Accounting Policies, Changes in Accounting Estimatesand Errors

• Retrospectively with cumulative effect of initially applying the standard recognized at thedate of initial application (Cumulative catch - up approach). The effective date for adoption of IndAS 115 is financial periods beginning on or after April 1, 2018.

The Company will adopt the standard on April 1, 2018 by using the cumulative catch-up transitionmethod and accordingly comparatives for the year ending or ended March 31, 2018 will not beretrospectively adjusted. The effect on adoption of Ind AS 115 is expected to be insignificant.

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration:

On March 28, 2018, MCA has notified the Companies (Indian Accounting Standards) AmendmentRules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advanceconsideration which clarifies the date of the transaction for the purpose of determining the exchangerate to use on initial recognition of the related asset, expense or income, when an entity hasreceived or paid advance consideration in a foreign currency. This amendment will come intoforce from April 1, 2018. The Company expects the impact of this on the financial statements to beinsignificant.

Amendments to Ind AS 12 Recognition of Deferred Tax Assets for Unrealised Losses:

The amendments clarify that an entity needs to consider whether tax law restricts the sources oftaxable profits against which it may make deductions on the reversal of that deductible temporarydifference. Furthermore, the amendments provide guidance on how an entity should determinefuture taxable profits and explain the circumstances in which taxable profit may include the recoveryof some assets for more than their carrying amount.

These amendments are effective for annual periods beginning on or after 1 April 2018. Theseamendments are expected to have insignificant impact on the Company.

Transfers of Investment Property - Amendments to Ind AS 40:

The amendments clarify when an entity should transfer property, including property underconstruction or development into, or out of investment property. The amendments state that a

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change in use occurs when the property meets, or ceases to meet, the definition of investmentproperty and there is evidence of the change in use. A mere change in management’s intentionsfor the use of a property does not provide evidence of a change in use.

These amendments are effective for annual periods beginning on or after 1 April 2018. Theseamendments are expected to have insignificant impact on the Company.

4. Cash Flow Statements:

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for theeffects of transactions of a non-cash nature, any deferrals or accruals of past or future operatingcash receipts or payments and item of income or expenses associated with investing or financingcash flows. The cash flow from operating, investing and financing activities of Company aresegregated.

Amendment to Ind AS 7: Statement of Cash Flows

The amendment to Ind AS 7 requires the entities to provide disclosures that enable users offinancial statements to evaluate changes in liabilities arising from financial activities, includingboth changes arising from cash flows and non-cash changes. These amendments are effectivefrom annual periods beginning on or after 1st April, 2018.

5. Employee Benefits:

The disclosures required under Ind AS-19 “Employee Benefits” are given below:

Defined Contribution Plan

Contributions to Defined Contribution Plan recognized and charged off for the year are as under:

Defined Benefit Plan:

a) Gratuity: The liability in respect of employees is provided in the books based on the actuarialvaluation. The liability is discharged by the company by making regular payments on the basis ofcalculation as per Payment of Gratuity Act, 1972.

Except one employee whose liability has been funded by taking out Group Gratuity Scheme Policyfrom Life Insurance Corporation of India. The annual premium under the policy is accounted ascontribution to Gratuity Fund. At the time of actual payment of Gratuity, any shortfall on account ofpremature retirement is accounted as expenditure of that year.

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b) Leave Encashment: The Company provides for estimated leave encashment liability each yearon the basis of accumulated leave due to each employee at the year end, valued based onsalaries including allowances of the last month of the Accounting Year.

Reconciliation of Defined Benefit obligation and fair value of plan assets is as under:

a) Actuarial Assumptions

The financial and demographic assumptions on annual basis used for valuation as at the ValuationDate are shown below. The assumptions as at the Valuation Date are used to determine thePresent Value of Defined Benefit Obligation at that date.

Summary of Financial Assumptions

Summary of Demographic Assumptions

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c) Leave Encashment - Unfunded:

b) Gratuity Unfunded:

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6. Operating Segment:

Segmentwise disclosure of information as per Ind-AS-108 on “Operating Segment” is as below:

1. Segments have been identified in line with the Ind-AS-108.

2. Company has disclosed Business Segment as the primary segment.

3. Composition of Business Segment:

4. The Segment Revenue, Results, Assets and liabilities include the respective amounts Identifiableand amounts allocated on reasonable basis.

5. The Managing Director of the Company acts as the Chief Operating Decision Maker (“CODM”)

The CODM evaluates the Company’s performance and allocates resources based on an analysisof various performance indicators by operating segments.

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7. Related Party Disclosure:

Disclosure requirements as per Ind-AS-24 “Related Party Disclosure”are as follows:

LIST OF RELATED PARTIES

Name of the Company Nature of Relationship

Mr. Chakor L. Doshi Walchand Great Achievers Pvt. Ltd. Director / Member withChairman Emeritus Walchand Kamdhenu Commercials Pvt. Ltd. controlling interest,alongwith

family members.

Walchand Chiranika Trading Pvt. Ltd. Spouse Mrs. Champa C. Doshi,Walchand Botanicals Pvt. Ltd. is also a Director.Walchandnagar Industries Ltd. Director

Mr. Chirag C. Doshi Walchand Kamdhenu Commercials Pvt. Ltd. DirectorChairman & Walchand Great Achievers Pvt. Ltd. DirectorManaging Director Walchandnagar Industries Ltd. Managing Director

Key Managerial Personnel:

Chirag C. Doshi - Chairman & Managing Director

Vinita A. Kapoor - Company Secretary &(Upto 13th Sept., 2017) Compliance Officer

Prashant B. Gaikwad - Company Secretary &(appointed w.e.f. 13th Nov., 2017) - Compliance Officer

Mahendra J. Kharwa - Chief Financial Officer

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TRANSACTIONS IN THE NATURE OF EXPENDITURE

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TRANSACTIONS IN THE NATURE OF INCOME

* Parties identified by the Management and relied upon by the auditors.

$ All the related party transactions were made on terms equivalent to those that prevail in an arm’slength transactions.

8. EARNING PER SHARE

The Earning per share according to Ind-AS-33 is as under:

9. CONTINGENT LIABILITIES & ASSETS AS PER IND-AS 37:

(1) CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)(i) Contingent liabilities

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a) Claims against the Company not acknowledged as debt;

Directors and management based on legal opinion obtained, are of opinion that Company has fairchance of winning all these above cases and as such no provision has been made in the books ofaccount and consequently in attached financial statements for the same.

b) Guarantees;1) Counter guarantees of ` 1 lac to bank against guarantees issued on company’s behalf secured

by pledge of deposits of ` 276,135 /- (Previous year ` 259,466/-).

10. MICRO, SMALL AND MEDIUM ENTERPRISES:a) As at 31st March, 2018, there are no Micro, Small and Medium Enterprises, as defined in the

Micro, Small, Medium Enterprises Development Act, 2006, to whom the group owes dues onaccount of principal amount together with interest and accordingly no additional disclosureshave been made.

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FOR BOMBAY CYCLE & MOTOR AGENCY LTD.Signature to Notes 1 to 23

b) The above information regarding Micro, Small and Medium Enterprises has been determined tothe extent such parties have been identified on the basis of information available with the Company.This has been relied upon by the auditors.

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Paid-up Reserve & Turnover Sales EPS Profit / (Loss) Dividend onYear Capital Surplus & Services Before Tax Equity Shares

( `̀̀̀̀) ( `̀̀̀̀) ( `̀̀̀̀) ( `̀̀̀̀) ( `̀̀̀̀) ( `̀̀̀̀)

1996-1997 2,000,000 2,291,483 901,548,807 (11.18) (2,235,117) 500,000(25%)

1997-1998 2,000,000 192 824,803,646 (94.26) (18,853,910) Nil

1998-1999 2,000,000 192 564,678,627 (72.11) (20,030,917) Nil

1999-2000 2,000,000 192 338,073,583 (36.50) (7,299,737) Nil

2000-2001 2,000,000 192 136,233,409 (68.78) (13,756,424) Nil

2001-2002 2,000,000 192 381,217,339 (159.60) (31,920,845) Nil

2002-2003 2,000,000 192 335,930,091 (195.35) (39,071,002) Nil

2003-2004 2,000,000 192 213,751,591 (10.13) (2,025,788) Nil

2004-2005 2,000,000 192 175,742,519 37.74 7,547,226 Nil

2005-2006 2,000,000 62,048,192 155,733,528 101.24 20,247,205 Nil

2006-2007 2,000,000 62,048,192 117,899,058 47.74 17,582,714 Nil

2007-2008 2,000,000 62,048,192 139,566,762 86.09 23,453,387 Nil

2008-2009 2,000,000 40,677,629 115,730,731 71.69 22,234,660 Nil

2009-2010 2,000,000 54,845,059 83,625,341 70.84 21,416,470 Nil

2010-2011 2,000,000 57,181,058 73,976,446 11.68 17,126,047 Nil

2011-2012 2,000,000 63,508,610 70,085,005 33.96 10,508,879 400,000(20%)

2012-2013 2,000,000 72,748,392 59,692,699 49.10 15,088,240 500,000(25%)

2013-2014 2,000,000 86,071,515 64,722,873 70.13 20,255,177 600,000(30%)

2014-2015 2,000,000 101,837,028 68,133,536 83.80 23,711,632 800,000(40%)

2015-2016 2,000,000 117,533,735 75,296,753 82.53 24,180,582 800,000(40%)

2016-2017 2,000,000 128,671,724 60,307,627 61.19 17,968,975 800,000(40%)

2017-2018 2,000,000 143,907,601 68,154,327 79.05 21,288,724 1,000,000(50%)

STATISTICS RE : CAPITAL - TURNOVER AND EPS ETC.

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PLEASE FILL ATTENDACE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

NAME AND ADDRESS OF THE SHAREHOLDER Client ID* / DP ID */ Folio No.

No. of Shares held

I / We, hereby record my/ our presence at the 99th Annual General Meeting of the Company held on Monday, the 13th

day of August, 2018 at 12.00 Noon at the Registered Office of the Company at 534, Sardar Vallabhbhai Patel Road,Opera House, Mumbai - 400 007.

* Applicable for investors holding shares in electronic form. Signature of Shareholder / proxy

BOMBAY CYCLE & MOTOR AGENCY LTD.(CIN : L74999MH1919PLC000557)Regd. Office : 534, Sardar Vallabhbhai Patel Road,Opera House, Mumbai - 400 007

Tel. : 022-23612195 / 96 / 97 Fax : 022-23634527, Email : [email protected], Website : www.bcma.in

Name of the member(s) : E-mail Id:

Registered address :

Client ID / DP ID / Folio No.

No. of shares held:

I / We, __________________________________ of ___________________being the member(s) of Bombay Cycle &Motor Agency Ltd. hereby appoint:

1) Name : ____________________ Address : ____________________________________________

E-mail ID: ______________________________________ Signature ____________ or failling him

2) Name : ____________________ Address : ____________________________________________

E-mail ID: ______________________________________ Signature ____________ or failling him

3) Name : ____________________ Address : ____________________________________________

E-mail ID : ______________________________________ Signature ____________ or failling him

as my/our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 99th Annual General Meetingof the Company, to be held on Monday, the 13th day of August, 2018 at 12:00 Noon at the Registered Office of theCompany at 534, Sardar Vallabhbhai Patel Road, Opera House, Mumbai - 400 007 and at any adjournment thereof inrespect of such resolutions as are indicated below:

PROXY FORM ( FORM NO. MGT-11)[Pursuant to section 105(6) of the Companies Act,

2013 and rule 19(3)of the Companies (Management and Administration) Rules, 2014]

EVSN (Electronic Voting Sequence No.) : Sequence No.

180705017

BOMBAYCYCLE & MOTOR

AGENCY LTD.

(CIN : L74999MH1919PLC000557)

ATTENDANCE SLIPRegistered Office : 534, Sardar Vallabhbhai Patel Road,

Opera House, Mumbai - 400 007.

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Resolution No. and Matter of Resolution *For *AgainstOrdinary Business:

1) To receive, consider and adopt the Audited Financial Statements for the Year endedMarch 31, 2018 together with the Reports of Board of Directors and Auditors thereon.

2) To declare Dividend on Equity Shares for the Financial Year ended March 31, 2018.3) To appoint a Director in place of Mr. Chirag C. Doshi, Director (DIN : 00181291), who

retires by rotation at 99th Annual General Meeting and being eligible, offers himself forre-appointment.

Special Business:4) To consider and determine the fees for delivery of any document through a particular

mode of delivery to members of the Company.5) To approve the limits for the Loans and Investment by the Company in terms of the

provisions Section 186 of the Companies Act, 2013.

AffixRevenue

Stamp

Signed this ______ day of _______ 2018.

Signature of Shareholder(s) ________________________

Signature of Proxy holder(s) _______________________

Notes:1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company, not less than 48 hours before the commencement of the Meeting.*2) This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you

leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in themanner as he/she thinks appropriate.

3) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.4) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders

should be stated.5) Please complete all details including details of member(s) in above box before submission.

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(# as per Company Records)

COURIER

If undelivered please return to :BOMBAY CYCLE & MOTOR AGENCY LIMITED534, Sardar Vallabhbhai Patel Road, Opera House, Mumbai - 400 007.