Bombay Cycle & Motor Agency Ltd Directors Report.

To,

The Members of

BOMBAY CYCLE & MOTOR AGENCY LIMITED

Your Directors have the pleasure to present to you the Annual Report and the Audited Statements of accounts for the year ended March 31, 2020.

1. FINANCIAL RESULTS

(Amount in )

Particulars Year Ended 31st March 2020 Year Ended 31st March 2019
Total Revenue 9,87,43,435 9,34,57,460
Profit before Depreciation and Taxation 3,86,71,413 3,10,76,475
Less: Depreciation and other charges on Property, Plant and Equipment 16,71,286 18,55,538
Profit before Exceptional Items and Tax 3,70,00,127 2,92,20,937
Tax Expense 89,33,669 45,78,508
Profit for the Year 2,80,66,458 2,46,42,429

2. COVID-19

In the last month of Financial Year 20192020, spread of COVID-19 has severely impacted the economy around the globe. In our country, businesses are being forced to close the operations for long periods of time due to lockdown declared by Govt. of India. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses, resulting in an economic slowdown. For the Company, the focus shifted to ensure the health and well-being of all employees. Therefore, work from home directives was issued to all the staff members across all offices and Automobile Division and Hospitality Division wherever possible.

The Government and Reserve Bank of India have also responded with monetary and fiscal interventions to stabilise economic conditions

3. FINANCIAL PERFORMANCE & HIGHLIGHTS

The total Revenue of the Company comprising of Automobile and Hospitality Divisions is 9,87,43,435 as compared to 9,34,57,460 in the previous year. Further the Profit after tax for F.Y 2019- 2020 stood at Rs 2,80,66,458 as compared to Rs 2,46,42,429.

Due to COVID-19 the revenue and profit from both businesses of the Company, Auto Division and Hospitality Division, has been impacted. Hospitality Business is closed since 22nd March, 2020 to till date and Auto Division re-started in June 2020 with 25% manpower only as per restrictions imposed by the government due to lockdown.

4. DIVIDEND & RESERVES

Your Directors are pleased to recommend Dividend for the Financial Year 20192020 on Equity Shares of Rs 5/- per share equivalent to 50 % (50% in the Previous Year) aggregating to Rs 20 Lakhs. The dividend payout is subject to approval of Members at the ensuing Annual General Meeting. During the Year under review the Company has transferred Rs 28,06,646 Lakhs to General Reserve of the Company.

5. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2020 your Company does not have any Subsidiary, Joint Venture or Associate Company. During the year under review, none of the Companies have become or ceased to be Companys Subsidiaries, Joint Venture or Associate Company.

6. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 in accordance with Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is set out herewith as Annexure ‘A to this Report. The same is also placed on the website of the Company - www.bcma.in and the weblink for the same ishttp://bcma.in/pdf/ annual_report/MGT-9%202020.pdf.

7. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations) is enclosed by way of Annexure ‘B to this report.

8. DIRECTORS RESPONSIBILITY

STATEMENT

Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of March 31,2020 and of the profit for the Year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. CORPORATE GOVERNANCE

The paid-up equity share capital of your Company is less than Rs 10 crores and Net worth is less than Rs 25 crores, hence as per Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Compliance with the provisions of Regulation 27 i.e Corporate Governance is not applicable to your Company.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company does not fall in the criteria mentioned under Section 135 of the Companies Act, 2013, for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee and to comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

All the Departments continue their efforts to reduce the energy consumption. The measures taken at all your Companys units are:

i) Optimum Utilization of Electrical Equipment.

ii) Maximum possible saving of energy.

There is no Research & Development activity, no import of technology or foreign exchange earnings or outgo; hence details of the same are not annexed to this report.

12. PERSONNEL

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record their sincere appreciation for sustained efforts and valued contribution made by all the employees of the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT. 2013:

Your Board has reviewed the declarations made by the Independent Directors and is of the view that they meet the criteria of Independence as provided in Section 149 of the Companies Act, 2013 and Rules made there under and Regulation 16 (1) of Listing Regulations (including any statutory modification(s) or re - enactment(s) thereof for the time being in force).

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due to retire by rotation at the 101st Annual General Meeting and being eligible, offer himself for re-appointment.

Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the Notice which is part of this Annual Report.

APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL:

During the year Company appointed Mr. Satish Kumar Prajapati, as Company Secretary and Compliance Officer of the Company, a Key Managerial Personnel w.e.f. November 12, 2019 in place of Mr. Prashant B. Gaikwad, who has resigned from the services of the Company and has ceased to be Company Secretary and Compliance Officer of the Company w.e.f. August 19, 2019. Mr. Satish Kumar Prajapati is an Associate Member of the Institute of Company Secretaries of India holding Membership number A-45280.

14. NUMBER OF MEETINGS OF THE BOARD

The Board met five (5) times during the Financial Year 2019-2020 viz. on May 15, 2019, June 22, 2019, August 05, 2019, November 12, 2019 and February 07, 2020.

15. COMMITTEES OF THE BOARD

The Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.

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

• Audit Committee which comprises of two Independent Directors i.e. Mr. Ashok T Kukreja (Chairman of Committee) and Mrs. Rupal Vora (Member), and Chairman & Managing Director, Mr. Chirag C. Doshi (Member).

• Nomination & Remuneration Committee which comprises of two Independent Directors, Mr. Ashok T. Kukreja (Chairman of Committee) and Mrs. Rupal Vora (Member), and Chairman Emeritus, Mr. Chakor L. Doshi (Member).

• Stakeholder Relationship Committee which comprises of three directors, Mrs. Rupal Vora, (Chairperson of the Committee), Mr. Ashok Kukreja (Member) and Mr. Chirag C. Doshi (Member).

• Committee of Independent Directors which comprises of Mr. Ashok T. Kukreja (Chairman of Committee) and Mrs. Rupal Vora (Member).

• Risk Management Committee which comprises of Chairman & Managing Director, Mr. Chirag C. Doshi (Chairman), General Manager - Business Development, Hospitality Division, Mrs. Padmini Verenkar (Member) and Company Secretary & Compliance Officer, Mr. Satish Kumar Prajapati (Member).

• Internal Complaints Committee which comprises of 4 Company Executives i.e. General Manager - Business Development, Hospitality Division, Mrs. Padmini Verenkar (Presiding Officer), Company Secretary & Compliance Officer, Mr. Satish Kumar Prajapati (Member), Sr. Sales Executives, Ms. Pooja Ambre (Member) and Manager - HR admin Mr. Arun Mathkar (Member).

16. BOARD EVALUATION

During the Year, Evaluation cycle was completed which included the Evaluation of the Board as a whole, Board Committees and Directors. The exercise was done in the Independent Directors Meeting, Nomination & Remuneration Committee Meeting and Board Meeting. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgement.

17. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit committee. The Policy on vigil mechanism / whistle blower policy may be accessed on the Companys website at the link https://www. bcma.in/pdf/policies_and_release/policies/ Whistleblower%20Policy.pdf

18. PARTICULARS OF EMPLOYEES REMUNERATION

(A) The ratio of the remuneration of each Director to the median employees remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure C.

(B) The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent as the Company has no such employee who falls under the criteria specified in the said Rules.

19. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year under review with Related parties were in the Ordinary Course of Business and on arms length basis.

Your Directors draw attention of the members to Note 26(5) to the Financial Statement which sets out related party disclosures.

20. NOMINATION & REMUNERATION POLICY

The Board has framed a policy on the recommendation of the Nomination & Remuneration Committee, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection, appointment and remuneration of Board Members / Key Managerial Personnel and other employees.

OBJECTIVES

The Nomination and Remuneration Committee and the Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

The Key Objectives of the Committee are:

a) to formulate guidelines in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

c) to recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

ROLE OF COMMITTEE

The role of the Committee inter alia is as follows:

a) to formulate a criteria for determining qualifications, positive attributes and independence of a Director.

b) to recommend to the Board the appointment and removal of Senior Management.

c) to carry out evaluation of Directors performance and recommend to the Board appointment / removal based on his / her performance, against criteria laid down.

d) to recommend to the Board on (i) policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management and (ii) Executive Directors remuneration and incentive.

e) ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

f) to devise a policy on Board diversity.

g) to develop a succession plan for the Board and to regularly review the plan and to identify persons who can be appointed as Directors.

NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction & training programme in place for new Directors and members of Senior Management and reviewing its effectiveness.

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Companies Act, 2013.

c) Identifying and recommending Directors who are to be put forward for retirement by rotation.

d) Determining the appropriate size, diversity and composition of the Board.

e) Setting a formal and transparent procedure for selecting new Directors for appointment to the Board.

f) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan.

g) Evaluating the performance of the Board and Independent Directors.

h) Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract.

i) Delegating any of its powers to one or more of its members or the Secretary of the Committee.

j) Recommend any necessary changes to the Board.

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

REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

a) to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract, retain and motivate members of the Board and such other factors as the Committee shall deem appropriate.

b) to approve the remuneration of the Senior Management including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

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

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

e) to consider and recommend to the Board for Professional indemnity and liability insurance for Directors and senior management.

The Nomination and Remuneration policy is available on the website of the Company and the weblink for the same is -

https://www.bcma.in/pdf/policies_and_ release/policies/Nomination%20&%20

Remuneration%20Policy.pdf

21. RISK MANAGEMENT

All material Risks faced by the Company are identified and assessed. For each of the risks identified, corresponding controls are assessed and policies and procedures are put in place for monitoring, mitigating and reporting risk on a periodic basis.

22. INTERNAL FINANCIAL CONTROL SYSTEMS

The Company had laid down set of standards, processes and structure which enables to implement internal financial control with reference to Financial Statements across the organization and ensure that the same are adequate and operating effectively.

23. INSURANCE

The properties, stocks, stores, assets, etc. belonging to the Company continue to be adequately insured against fire, riot, civil commotion etc.

24. DEMATERIALIZATION OF SHARES

The Companys shares are listed on BSE Limited and the Companys Registrar and Share Transfer Agents have connectivity with National Securities Depository Ltd. & Central Depository Services (India) Ltd. The ISIN is INE691K01017. As on March 31, 2020, 369,355 equity shares representing 92.34% of the total shares have been dematerialized.

25. COMPANYS WEBSITE

The Company has its website namely www. bcma.in. The website provides detailed information about the business activity, locations of its corporate offices and service centre etc. The Quarterly Results, Annual Reports and Shareholding patterns and various policies are placed on the website of the Company and the same are updated periodically.

26. MEANS OF COMMUNICATION

The Company has designated investors@ bcma.in as an email id for the purpose of registering complaints by investors and displayed the same on the website of the Company.

27. AUDITORS AND AUDITORS REPORT

STATUTORY AUDITOR

As per the provisions of Section 139 of the Companies Act, 2013, M/s. N. G. Thakrar & Co., Chartered Accountants, Mumbai, the Statutory Auditors, of the Company will retire at the ensuing Annual General Meeting.

The Board of Directors of the Company on the recommendation of the Audit Committee has recommended the reappointment of M/s. N. G. Thakrar & Co, Chartered Accountants, Mumbai as the Statutory Auditors of the Company w.e.f. the date of the 101st AGM upto the Annual General Meeting to be held in the Year 2025. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The members are requested to re-appoint the Auditors and authorise the Board to fix their remuneration.

AUDITORS REPORT

The notes forming part of the accounts referred in the Auditors Report are self explanatory and give complete information. There are no qualifications, reservation or adverse remarks made by statutory auditors in the Audit Report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board has appointed M/s. Ragini Chokshi & Company, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed herewith marked as Annexure D to this Report. There is no qualification, reservations or adverse remarks made by Secretarial Auditors in the Audit Report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boards Report.

28. PARTICULARS OF LOANS,

GUARANTEES OR INVESTMENTS BY COMPANY

Particulars of Loans given, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to Financial Statement. (Please refer to note no. 2 and 6 to the Financial Statement.)

29. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. sS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

30. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

The Company reports that no shares issued pursuant to Public Issue remains Unclaimed hence the Clause of Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account is not applicable.

32. ACKNOWLEDGEMENTS

Your Directors wish to convey their gratitude and place on record their sincere appreciation of the assistance and co-operation that the Company has been receiving from its employees as also from the Banks.

The Directors regret the loss of life due to COVID-19 pandemic in the Country and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

Your Directors would also like to thank the customers, suppliers and shareholders for their continued support and co-operation.

For and on behalf of Board of Directors

Chirag C. Doshi

Chairman & Managing Director

Registered Office:

534, Sardar Vallabhbhai Patel Road,

Opera House,

Mumbai 400 007.

CIN: L74999MH1919PLC000557

Tel.: 022 - 23612195/96

Fax: 022 - 23634527

Email: investors@bcma.in

Website: www.bcma.in

Dated: 30.06.2020