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Bombay Swadeshi Stores Ltd Directors Report

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(4.88%)
Nov 9, 2015|12:00:00 AM

Bombay Swadeshi Stores Ltd Share Price directors Report

<dhhead>DIRECTORS’ REPORT</dhhead>

Dear Members,

Your Directors have pleasure in presenting the 118th Annual Report of Bombay Swadeshi Stores Limited ("the Company/ BSSL") together with the audited flnancial statements for the financial year ended 31st March, 2024 (the year under review, the year, or FY24).

 

1. FINANCIAL PERFORMANCE

The Companys flnancial performance during the year ended 31st March, 2024 as compared to the previous flnancial year is summarized below:

(Rs. in Lakhs)

Particulars

FY 2023-24

FY 2022-23

Revenue from Operations

8,310.12

7,014.44

Other Income

13.32

27.17

Total Revenue

8,323.44

7,041.61

Less: Expenses

6,973.49

5,903.97

Profit/ (Loss) before tax

1,349.95

1,137.64

Less: Tax Expense

357.61

258.54

Profit/ (Loss) after Tax

992.34

879.10

 

2. BUSINESS AND OPERATIONS

Bombay Swadeshi Stores Limited has maintained its position as Indias leading brand in destination merchandise and Indian handicrafts category. For the flnancial year ended March 31, 2024, the Company achieved a turnover of 83.10 crore, representing a signiflcant growth of 18.48% over the previous flnancial years turnover of 70.14 crore. This notable increase in revenue is a testament to the Companys continued commitment to excellence and its ability to adapt to changing market dynamics.

During the year, your Company strategically expanded its retail presence by selectively adding new stores and renovating existing ones, aimed at enhancing customer experience and strengthening brand positioning in the market. Notably, we have added two new stores to our network, located at Sarath City Capital Mall in Hyderabad and Hinjewadi in Pune, further solidifying our retail footprint.

Your Company continued to make substantial investments in various marketing initiatives and campaigns, aimed at reinforcing its brand positioning and maintaining a leading positioning in the competitive

market. These strategic efforts enabled the Company to effectively pivot its brand and sustain its market presence amidst intensifying competition.

During the year under review, your Company remained committed to enhancing customer experience across both physical stores and its e-commerce platform. Key initiatives included process improvements and innovative measures aimed at elevating in-store engagement and online user experience. Furthermore, the Company maintained its focus on introducing new and refreshed products, styles, and designs across various categories, ensuring a dynamic and appealing product portfolio that meets evolving customer preferences. Our focus on business excellence remains unwavering, and we are dedicated to collectively elevating the company to the next level of success, achieving greater heights and continued prosperity.

The total number of stores are 24 as on 31st March, 2024

 

a. Dividend

With a view to conserve resources, the Board of Directors does not recommend any dividend for the Financial Year ended 31st March, 2024.

 

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 flnancial 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:

Your Company does not have any subsidiary, associate or joint venture Company. No company has become or ceased to be its subsidiary, associate or joint venture company during the year under review.

 

f. Particulars of Contract or Arrangement with Related Parties

All contracts/ arrangements/ transactions entered into by the Company with related parties during the flnancial 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 flnancial 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 flnancial statements of the Company.

 

i. Deposits

During the year under review, the Company has neither accepted any fresh deposit nor renewed any deposits. 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 specifled 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 flnancial year under review.

 

b. Director retiring by rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Jyoti Varun Kabra (DIN: 07088904) 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 re-appointed 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 flnancial year ended 31st March, 2024 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:

Sr. No.

Date of the Meeting (dd-mm-yyyy)

1

05-06-2023

2

16-08-2023

3

18-10-2023

4

22-01-2024

5

19-03-2024

 

 

Attendance of each Director at the Board Meetings and the Annual General Meeting

No. of Board Meetings

Name of Directors

Held

Attended

Attendance at last AGM held on 26,h September, 2023

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 22nd January, 2024.

c. Corporate Social Responsibility Committee

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of:

Sr. No. Name of the Member

Designation

1. Mrs. Madhu Chandak Chairman
2. Mrs. Manjri Chandak Member
3. Mrs. Jyoti Kabra Member

 

The Committee is entrusted with the responsibility:

• To form?late CSR Policy which shall ind?cate the activities to be undertaken by the Company as specified in Schedule VII of the Act and recommend same to the Board;

• To recommend the amount of expenditure to be incurred on CSR activities;

• To recommend annual action plan to Board of Directors of the Company in pursuance to the CSR policy and any modification as may be required;

• To implement and monitor the CSR activities of the Company, which shall be in compliance with CSR objectives and Policy of the Company;

• To provide a report on CSR activities to the Board of the Company periodically;

• To undertake impact assessment, if required through an independent agency as per the requirements of Companies Act, 2013 and CSR rules made thereunder;

• To monitor and review the CSR Policy of the Company from time to time; and

• To ensure the compliance of Section 135 read with Schedule VII of Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and subsequent amendments thereto.

The Members of the CSR Committee of the Company met once during the financial year under review, the details of meetings are as follows:

Sr. No.

Date of the Meeting

1.

22-01-2024

 

 

Attendance of each committee member in the Committee Meetings is as follows:

Name of the Member(s)

Nature of Membership

Meeting(s) details

Held

Attended

Mrs. Madhu Chandak Chairman

1

1

Mrs. Manjri Chandak Member

1

1

Mrs. Jyoti Kabra Member

1

1

 

The Company’s CSR Policy is placed on the website of the Company at https://thebombaystore.com/ pages/investor-relations

During the financial year 2023-24 the Company was not required to spend any amount towards CSR due to negative average net profits of the company during the three immediately preceding financial years.

d. 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 reliabiMty 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.

e. Risk Management:

A detailed review of business risks and the Company’s 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 Company’s 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.

f. 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 2024, 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, 2024

The Auditors’ Report for the financial year ended 31st March, 2024 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. 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 Company’s website at https://thebombaystore.com/pages/investor-relations

b. 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.

Foreign exchange earnings and outgo

(Rs. in Lakhs)

Particulars

FY 2023-24

FY 2022-23

Actual Foreign Exchange earnings

1,560.72

1,035.63

Actual Foreign Exchange outgo

-

-

 

 

c. Secretaria! Standard Compliance

During the year under review, the Company has complied with all the applicable Secretaria! 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 2023-24.

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 Company’s 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 2023-24.

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: 20th August, 2024
Place: Mumbai
Registered Office:
Western India House,
Sir Pherozeshah Mehta Road,
Fort, Mumbai - 400 001
CIN: U74999MH1905PLC000223
Tel No.: +91 - 22 - 6666 6925
Email Id: investor@bombaystore.com
Website: www.thebombaystore.com

 

 

 

 

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