Dear Members,
Your Directors have pleasure in presenting the 117th Annual Report of Bombay
Swadeshi Stores Limited (“the Company/ BSSL”) together with the audited
financial statements for the financial year ended 31st March, 2023 (the year
under review, the year, or FY23).
1. FINANCIAL PERFORMANCE:
The Companys financial performance during the year ended 31st March, 2023
as compared to the previous financial year is summarized below:
( in Lakhs)
Particulars |
FY 2022-23 |
FY 2021-22 |
Revenue from Operation |
7,014.44 |
2,623.76 |
Other Income |
27.17 |
23.86 |
Total Revenue |
7,041.61 |
2,647.63 |
Less: Expenses |
5,903.97 |
3,321.29 |
Profit/(Loss) before tax |
1,137.64 |
(673.66) |
Less: Tax Expense |
258.54 |
(163.31) |
Profit/ (Loss) after Tax |
879.10 |
(510.35) |
2. BUSINESS AND OPERATIONS:
Bombay Swadeshi Stores Limited demonstrated a strong and resilient performance in this
volatile and high inflationary external market condition the year gone by. In FY 2023,
your company delivered revenue of 70.14 crore, with growth of 167% in comparison of
previous year. Our performance has been impressive considering the challenges the world
faces today.
As the leading fast-growing Indian handicraft and artefacts goods Company, BSSL is well
placed to be a market leader in its category and play a vital role in Indias growth story
for its Make in India initiative, and is always committed to play its role in creating a
sustainable and equitable future.
Our focus during the year was completely dedicated to improvise on Business Strategy
and to improve on our product line and offerings.
We have seen significant growth by investing in our frontline team by conducting
periodic reviews, performance improvement plans and imparting periodic training to remain
focused towards the organisation goal, we are happy and proud that all our efforts have
turned out to be productive and helped the company to grow substantially well during the
year.
We will continue to keep our focus unchanged towards the business excellency and take
the business of the company together to the next level.
We have not opened or closed any store during the year. The total number of stores
remained the same as 22 as on 31st March, 2023.
a. Dividend
With a view to conserve resources, the Board of Directors does not recommend any
dividend for the Financial Year ended 31st March, 2023.
b. Transfer to Reserves
During the year under review, the Company has not transferred any amount to reserves.
c. Change in the nature of business, if any
There was no change in the nature of business of the Company during the year under
review.
d. Material changes and commitments if any affecting the financial position of the
company, occurred after the balance sheet date and as at the date of signing this report:
No material changes and commitments affecting the financial position of the Company
occurred after the Balance Sheet date and as at the date of signing this report.
e. Report on Performance of Subsidiaries, Associates and Joint Venture Companies:
The requirement of presenting consolidated financial statements for the financial year
2022-23 is not applicable as Bombay Store Retail Company Limited (BSRCL) ceased to be a
subsidiary of the Company during the financial year 2022-23.
During the financial year under review, the Company did not have any Associate and/ or
Joint Venture Companies.
f. Particulars of Contract or Arrangement with Related Parties
All contracts/ arrangements/ transactions entered into by the Company with related
parties during the Financial Year under review were in the ordinary course of business and
on an arms length basis.
Pursuant to section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules,
2014, there are no transactions required to be reported under section 188(1) of the
Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required
under section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
g. Revision of Financial Statement
There was no revision in the financial statements of previous years during the year
under review.
h. Particulars of Loans, Guarantees, Investment and Securities
Details of Loans, Guarantees and Investment covered under the provisions of Section 186
of the Companies Act, 2013 are given in the notes to the financial statements of the
Company.
i. Deposits
During the year under review, the Company has neither accepted any fresh deposit nor
renewed any deposits. Details of deposits covered under Chapter V of the Act are as under:
| Amount accepted as deposit during the year |
Nil |
| Amount of deposit and interest thereon remained unpaid or unclaimed as
at the end of the year |
5,182 (unclaimed) |
| Whether there has been any default in repayment of deposit or payment or
interest thereon during the year; |
No |
| If yes number of cases and the total amount involved: |
|
| - At the beginning of the year |
NA |
| - Maximum during the year |
NA |
| - At the end of the year |
NA |
| Details of deposit which are not in compliance with the requirement of
Chapter V of the Act |
NA |
As on the date of this Report, there has been no default in repayment of any matured
deposit.
j. Changes in the Share Capital
During the year under review, there was no change in the Authorized as well as Paid up
Share Capital of the Company.
k. Maintenance of Cost Audit Records
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013.
3. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Board of Directors & Key Managerial Personnel
There was no change in composition of the Board of Directors of the Company during the
financial year under review.
b. Director retiring by rotation
As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Madhu Chandak
(DIN: 07029901) retires by rotation and being eligible offers herself for re-appointment
at the ensuing Annual General Meeting. Necessary resolution for her re-appointment is
included in the Notice of AGM for seeking the approval of Members.
The brief details of the director proposed to be reappointed are given separately as an
Annexure to the Notice of the Annual General Meeting.
4. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES:
a. Board Meetings:
The Board of Directors met 5 (Five) times during the financial year ended 31st
March, 2023 in accordance with the provisions of the Companies Act, 2013 and rules made
thereunder. The details of the Board meetings and attendance of each director thereat are
provided herein below:
| Date of the Meeting (dd-mm-yyyy) |
| 31-05-2022 |
| 27-08-2022 |
| 07-10-2022 |
| 16-01-2023 |
| 10-03-2023 |
Attendance of each Director at the Board Meetings and the Annual General Meeting
Name of Directors |
No. of Board Meetings |
Attendance at last AGM held on 29th September,
2022 |
| Held |
Attended |
Mrs. Manjri Chandak |
5 |
5 |
Yes |
Mrs. Madhu Chandak |
5 |
5 |
Yes |
Mrs. Jyoti Kabra |
5 |
5 |
Yes |
b. Stakeholders Relationship Committee
The Stakeholders Relationship Committee of the Company was constituted pursuant to the
provisions of Section 178 of the Companies Act, 2013. The scope and composition of the
Stakeholders Relationship Committee is in conformity with the provisions of the said
section.
The Stakeholders Relationship Committee comprises of:
Composition |
Category |
Mrs. Manjri Chandak |
Chairperson |
Mrs. Madhu Chandak |
Member |
The members of Stakeholder Relationship Committee met once during the financial year
under review on 19th December, 2022.
c. Internal Control Systems
There are adequate internal control procedures commensurate with the size of the
Company and the nature of its business, for the purchase of inventory and fixed assets and
for the sale of goods. Internal control systems comprising of policies and procedures are
designed to ensure reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
d. Risk Management:
A detailed review of business risks and the Companys plans to mitigate them is
assessed and considered by the Board of Directors of the Company. The Board has adopted
the Risk Management Policy and Guidelines to mitigate foreseeable risks, avoid events,
situations or circumstances which may lead to negative consequences on the Companys
businesses, and define a structured approach to manage uncertainty and to make use of
these in their decision making pertaining to all business divisions and corporate
functions. Risk evaluation is an ongoing and continuous process within the Company and it
is regularly updated to the Board of the Company.
e. Directors Responsibility Statement
As required under Section 134 (5) of the Companies Act, 2013, the Directors hereby
confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
(b) had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of your Company at the end of the financial year and of the profit
and loss of the Company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts of the Company have been prepared on a going concern basis; and
(e) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
4. AUDITORS & REPORT
M/s. Banshi Jain & Associates, Chartered Accountants (Firm Registration No.
100990W) were re-appointed as Statutory Auditors of the Company at the 116th
AGM held on 29th September, 2022 to hold office till the conclusion of 121st
AGM of the Company.
Observations of Statutory Auditors on Accounts for the year ended 31st
March, 2023
The Auditors Report for the financial year ended 31st March, 2023 is
unmodified and does not contain any qualification, reservation, adverse remark or
disclaimer. The observations in their report read with the explanatory notes therein are
self-explanatory and therefore, do not call for any further explanation or comments from
the Board under Section 134(3) of the Companies Act, 2013.
Reporting of fraud
During the year under review, the Statutory Auditors have not reported any instances of
fraud committed in the Company by its officers or employees under section 143(12) of the
Companies Act, 2013, details of which need to be mentioned in this report.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies
(Account) Rules, 2014 are furnished as under:
a. Corporate Social Responsibility
For the financial year 2022-23 the provisions of Section 135 of the Companies Act, 2023
read with Companies (Corporate Social Responsibility Policy) Rules were not applicable to
the Company.
b. Annual Return
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and administration) Rules, 2014, the Annual Return of the Company is available
on the Companys website at https://thebombaystore.com/pages/investor-relations
c. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and
outgo.
Considering the nature of business of the Company, furnishing information with regard
to conservation of energy and technology absorption as required under Section 134 of the
Companies Act, 2013 and the rules made thereunder is not applicable to the Company during
the year under review.
The total foreign exchange expended during the year was Nil (previous year Nil) and
earned during the year was 1,035.63 Lakhs (previous year 269.84 Lakhs).
d. Secretarial Standard Compliance
During the year under review, the Company has complied with all the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and approved
by the Central Government pursuant to Section 118(10) of the Companies Act, 2013.
6. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Payment of remuneration or commission received by Directors from the Holding/
Subsidiary Company during the financial year 2022-23.
2. Issue of equity shares with differential rights under Employees Stock Option Scheme
as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies
(Share Capital and Debenture) Rules, 2014.
3. Issued Equity Shares with differential rights as to dividend, voting or otherwise as
per section 43 of the Companies Act, 2013
4. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme pursuant to section 54 of the Companies Act, 2013
5. Non-exercising of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4)
of the Companies (Share Capital and Debentures) Rules, 2014; and
6. Significant or material orders passed by the Regulators or Courts or Tribunals
having an impact on going concern status and Companys operations in future.
7. The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year; and
8. The details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
7. PROTECTION OF WOMEN AT WORKPLACE
The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. No case pertaining to sexual harassment
has been reported to Company during the Financial Year 2022-23.
8. ACKNOWLEDGEMENT
Your Board takes this opportunity to thank the employees for their dedicated services
and collective contribution. Your Board also wish to express their appreciation for the
assistance and co-operation received from the customers, members, suppliers, bankers and
all other business associates.
For and on behalf of the Board of Directors of Bombay Swadeshi Stores Limited
Madhu Chandak |
Manjri Chandak |
Director |
Director |
DIN: 07029901 |
DIN:03503615 |
Date: 16th August, 2023 Place: Mumbai |
|
Registered Office:
Western India House
Sir Pherozeshah Mehta Road
Fort, Mumbai - 400 001
CIN: U74999MH1905PLC000223
Tel No.: 022 22885048/49 |
|
Email Id: investor@bombaystore.com; |
Website: www.thebombaystore.com |
|
+91-9892691696
