| Dear Members,
The Directors present the ONE-HUNDRED AND NINTH ANNUAL REPORT of your
Company together with the Audited Statements of Accounts for the year
ended 31s* March, 2015.
1. FINANCIAL RESULTS
Amount (Rs.lacs)
Year ended Year ended
31s* March, 31st March,
2015 2014
Profit/(Loss) for the year 10.29 23.09
Less: Provision for Current Tax 2.30 7.10
Total 7.99 15.99
Less: Prior Year Tax (1.11) -
adjustments
Less: Additional (40.33) -
Depreciation pursuant to
enactment of Companies
Act 2013
Add: Balance of Profit brought 276.83 260.84
forward
Balance carried to Balance 245.60 276.83
Sheet
2. TRANSFER TO RESERVES
The Company has transferred an amount of Rs.9.10 lacs to reserves.
3. DIVIDEND
In order to conserve its resources, the Directors do not recommend any
dividend for the year under report
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the Company.
5. MANAGEMENT ANALYSIS
The financial year gone by has witnessed a surge in e-commerce
retailing which seems to pose a serious threat to the brick and mortar
offline retail activities. However, with the increasing urbanization
as well as the increasing purchasing power of modem India, supported by
favourable demographics and the entry of foreign players, the offline
retail industry will be able to get over the threat.
India today occupies the fifth position in the retail industry,
accounting for 10% of the country's GDP and about 8% of employment - a
feat made possible by the continued support to the organized sector of
the retail industry, of which the Company is an integral part. The
liberalization of the retail industry and the resultant entry of bigger
players as well as single brand stores will mean an increased share for
the organized segment. This will effectively reduce the share of the
over 10 million "MOM and POP" Stores which form part of the unorganized
sector.
6. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE
OF THE BOARD REPORT
During the period between the end of the Financial Year and the date of
this Report, some of the Promoters of the Company agreed to disinvest
25,58,964 equity shares, comprising 51.80% of the paid-up capital, out
of the total holding of 25,85,192 equity shares, comprising 52.33% of
the paid-up capital by the entire Promoter Group of the Company. The
disinvestments were to be made to three acquirers in terms of a Share
Purchase Agreement entered into by these Promoters with the Acquirers.
The Acquirers also acquired 7,40,000 equity shares, comprising 14.98%
of the paid-up capital from a corporate shareholder in terms of a Share
Purchase Agreement entered into by the Acquirers with the said
corporate shareholder.
Further, the Acquirers offered to purchase 10,31,357 equity shares from
the shareholders of the Company in terms of Regulations 13(4) and 15(2)
of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, and issued a Detailed Public Statement in the newspapers for the
purpose. The Open Offer is scheduled to commence shortly.
Further, pursuant to the approval of the shareholders; through the
process of Postal Ballot, for getting the equity shares of the Company
delisted from Bombay Stock Exchange, an application for delisting of
the equity shares has been submitted to BSE and feedback thereto is
awaited.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
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.
8. DETAILS OF SUBSIDIARY/JOINT VENTURES
As on the date of this Report, the Company has one Subsidiary viz.
Bombay Store Retail Company Limited.
Name and address of the CIN % of
Company shares held
Bombay Store Retail U51909MH2007PLC168960 100.00
Company Limited
Western India House,
Sir P.M.Road
Fort, Mumbai 400 001
9. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY INCLUDED IN
THE CONSOLIDATED FINANCIAL STATEMENT
Revenue from operation - Rs.19.19 crores
Other Income - Rs.0.76 crores
Profit/(Loss) before Tax - (Rs. 1.97 crores)
10. ASSOCIATE COMPANIES
As on the date of this Report, the Company has one Associate Company
viz. Out of India Retail Private Limited.
Name and address of the CIN % of
Company shares held
Out of India Retail Private U52605MH2013PTC244017 26.00
Limited
1st Floor, B-Wing
Todi Estate, Sun Mill
Compound, Lower Parel
(W) Mumbai Maharashtra
11. FIXED DEPOSITS
As on 1s1 April, 2014, the Company neither accepted any fresh deposit
nor did it renew any deposits which matured during the Financial Year
beginning on that date.
Further, the Company has been repaying all deposits as and when they
have matured and as on the date of this Report, there has been no
default in repayment of any matured deposit.
12. AUDITORS
M/s M.D.Pandya & Associates, Chartered Accountants, Mumbai, bearing
ICAI Registration No.107325W hold office as Auditors of your Company
upto the conclusion of the forthcoming Annual General Meeting. A
certificate has been obtained from them pursuant to Section 141 (3)(g)
of the Companies Act, 2013 to the effect that their appointment, if
made, would be within the limits prescribed thereunder.
13. AUDITORS'REPORT
There is no comment/qualification/adverse remark/ explanation made by
the Auditors in their Report.
14. SHARE CAPITAL
During the year under report, the Company has not issued any shares.
15. NOMINATION AND REMUNERATION COMMITTEE, RISK MANAGEMENT COMMITTEE OR
ANY OTHER COMMITTEE
The provisions pertaining to Corporate Governance do not apply to the
Company and hence there is no requirement of constitution of any
Committee.
16. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return prepared in Form MGT- 9 in pursuance
of Section 92 of the Companies Act, 2013 is annexed and forms part of
this Report.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The nature of business being retailing, providing information with
regard to conservation of energy and technology absorption as required
under Section 134 of the Companies Act, 2013 and the Rules thereunder
and forming part of this Report does not arise for your Company.
The .total foreign exchange used during the year was Rs.381,591/-
(previous year Rs.464,163/-) and earned during the year was
Rs.27,114,436/- (previous year Rs.23,851,961/-).
18. CORPORATE SOCIAL RESPONSIBILITY
Since the Company's net worth as well as its net profits are both below
the minimum prescribed limits, the provisions of clause (o) of Section
134(3) of the Companies Act, 2013 read together with Rule 9 of the
Companies (Corporate Social Responsibility) Rules, 2014 do not apply
and hence disclosures on Corporate Social Responsibility are not
required to be given.
19. DIRECTORS:
In terms of the Articles of Association of the Company, Mr.Devanshu
Desai and Mr.Hetal Gandhi retire at the ensuing Annual General Meeting.
The Company has received notices in writing from some members proposing
the candidatures of Mr.Devanshu Desai and Mr.Hetal Gandhi for
appointments as Independent Directors. The Company has received
individual declarations from Mr.Devanshu Desai and Mr.Hetal. Gandhi
confirming that they meet with the criteria of independence as
prescribed under of Section 149(6) of the Companies Act, 2013.
Your Directors recommend the appointments of Mr.Devanshu Desai and
Mr.Hetal Gandhi as Independent Directors.
During the year under report, Ms.Bijal Shroff was appointed Additional
Director in the category of Woman Director in compliance of the
provisions of the Listing requirements.
Subsequent to the year under report, Ms.Madhu Chandak and Ms.Manjri
Chandak were appointed Additional Directors
The Company has received notices in writing from some members proposing
the candidatures of Mrs.Bijal Shroff as Independent Director and
Ms.Madhu Chandak and Ms.Manjri Chandak as Directors liable to retire by
rotation.
The Company has received declaration from Ms.Bijal Shroff confirming
that she meets with the criteria of independence as prescribed under of
Section 149(6) of the Companies Act, 2013.
Subsequent to the year under report, Mr. Milan Dalai resigned has
Chairman and also as Director from the Board of Directors of the
Company.
Further, Mr. Asim Dalai resigned as Managing Director of the Company.
He has however agreed to continue as a Director.
Further, Mr. Pratul Dalai and Mr. Bharat Patel resigned as Directors
from the Board of Directors of the Company.
The Board acknowledges the valued advice and guidance rendered by Mr.
Milan Dalai, Mr. Pratul Dalai and Mr. Bharat Patel during their
respective tenures as Directors of the Company.
The Board also acknowledges the continued efforts of Mr. Asim Dalai in
moulding the Company's future as the Managing Director.
20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 2014-2015, the Board of Directors met four times viz.
on 30th May, 2014; 8th August, 2014, 14th November, 2014 and 12th
February, 2015.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 189 of the Companies Act, 2013 and hence no information
is required to be furnished.
Details of investments in all bodies corporate are given in Note 10 in
the Financial Statements.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company's contracts or arrangements with related parties amount to
Rs. 12,81,20,776/-, the details of which are given in Note 28 of the
Financial Statements. .
23. MANAGERIAL REMUNERATION
(a) Remuneration to Directors and Key Managerial Personnel
The Managing Director is the only Key Managerial Personnel.
The remuneration paid to the Managing Director and the ratio of the
remuneration paid to the Managing Director to the median remuneration
of the employees for the Financial Year 2014-2015 is given below: (Rs.
Lacs)
SI. Name Remuneration % increase
No. of the of the KMP for in remu-
Director/ the Financial neration in
and Year 2014- the'Financial
2015 Year 2014- 2015
1. Mr.Asim 22.80 34.21
Managing
Director
SI. Name Ratio of the Comparison of
No. of the remuneration the remuneration
Director/ of the KMP to of KMP against KMP the
and median remu- Company's Designation
nerationof performance
employees
1. Mr.Asim
Managing 73.37 1.77%
Director
24. SECRETARIAL AUDIT REPORT AND COST AUDIT REPORT
M/s Sanjay Soman & Associates, Company Secretaries in Whole-time
Practice, Mumbai, were appointed Secretarial Auditors of the Company
pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Rules made thereunder.
The Secretarial Audit Report issued by M/s Sanjay Soman & Associates is
annexed and forms part of this Report.
The said Report does not contain any qualification, reservation or
adverse remark or disclaimer.
Given the nature of the Company's activities, the provisions relating
to submission of Cost Auditors' Report do not apply to the Company.
25. CORPORATE GOVERNANCE CERTIFICATE
The provisions pertaining to Corporate Governance do not apply to the
Company and hence the Company is not required to furnish any
certificate with regard to Corporate Governance.
26. RISK MANAGEMENT POLICY
The provisions pertaining to Corporate Governance do not apply to the
Company and hence the Company is not required to furnish any report
regarding Risk Management Policy.
27. PARTICULARS OF EMPLOYEES
During the year under report, there was no employee of the category
mentioned in Section 134 of the Companies Act, 2013 and the Rules
thereunder and hence information in this regard is not required to be
furnished.
28. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, the
Directors hereby confirm that:
1. In the preparation of the Annual Accounts, the applicable
accounting standards have been followed;
2. They 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
your Company at the end of the financial year covered under this Report
and of the profit of your Company for the year;
3. They have 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;
4. The Annual Accounts have been prepared on a going concern basis.
5. They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively.
6. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and
operating effectively.
29. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
co-operation and diligent efforts of the employees of your Company.
For and on behalf of the Board
Mumbai MADHU CHANDAK MANJRI CHANDAK
Dated; 14*1 August, 2015 DIN: 07029901 DIN: 03503615
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