Annual Report 2017-2018
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The Bombay Dyeing and Manufacturing Company Limited | Annual Report 2017-18 1 CORPORATE INFORMATION DIRECTORS REGISTERED OFFICE REGISTRAR & TRANSFER AGENT Nusli N. Wadia, Chairman Neville House, J. N. Heredia Marg, R. A. Shah Ballard Estate, Mumbai-400 001. Corporate Office : S. S. Kelkar Karvy Computershare Private Limited CORPORATE OFFICE: S. Ragothaman Unit: Bombay Dyeing C-1, Wadia International Center, Karvy Selenium Tower B, A. K. Hirjee Pandurang Budhkar Marg, Plot 31-32, Gachibowli, S. M. Palia Worli, Mumbai-400 025. Financial District, Nanakramguda, Ishaat Hussain (up to 10.08.2017) (CIN: L17120MH1879PLC000037) Hyderabad, Ness N. Wadia Email: grievance_redressal_cell@ Telangana - 500 032, India. V. K. Jairath bombaydyeing.com Telephone number: +91 40 6716 2222 Keki M. Elavia (w.e.f. 22.05.2017) Phone: (91) (22) 6662 0000; Fax number: +91 40 2342 0814 Minnie Bodhanwala Fax: (91) (22) 6662 0069 E-mail: [email protected] Jehangir N. Wadia, Managing Director Website: www.bombaydyeing.com Website: www.karvycomputershare.com CHIEF EXECUTIVE OFFICERS AUDITORS Mumbai Office: Suresh Khurana (PSF) Messrs. Kalyaniwalla & Mistry LLP Karvy Computershare Pvt. Ltd. Alokendra Banerjee (Retail) Unit: Bombay Dyeing ADVOCATES & SOLICITORS 24-B ,Raja Bahadur Mansion CHIEF FINANCIAL OFFICER Messrs. Crawford Bayley & Co. Ground Floor Vishnu Peruvemba Messrs. Royzz and Co. Ambalal Doshi Marg Messrs. Negandhi Shah & Himayatullah Behind BSE , Fort COMPANY SECRETARY Messrs. Karanjawala & Co. Mumbai 400 001 Sanjive Arora Tel - 022 - 6623 5454/412/427 CONTENTS Corporate Information ......................................................................... 1 Bombay Realty Project Overview .......................................................... 2 Notice ................................................................................................... 4 Financial Performance .......................................................................... 15 10 Year’s Financial Review ................................................................... 16 Directors’ Report ................................................................................... 17 Management Discussion and Analysis Report ..................................... 41 Report on Corporate Governance ......................................................... 44 Business Responsibility Report ............................................................ 57 Auditor’s Report for Standalone Financial Statement ......................... 68 Standalone Financial Statement .......................................................... 74 Notes to Standalone Financial Statement ........................................... 79 Auditor’s Report for Consolidated Financial Statement....................... 141 Consolidated Financial Statement ....................................................... 144 Notes to Consolidated Financial Statement ........................................ 149 Form AOC - 1 ......................................................................................... 217 4 Notice NOTICE THE BOMBAY DYEING AND MANUFACTURING COMPANY LIMITED at a remuneration determined by the Board of Directors of the (CIN : L17120MH1879PLC000037) Company as per the recommendation of the Audit Committee, in addition to out of pocket expenses as may be incurred by them Registered Office: Neville House, J. N. Heredia Marg, during the course of the audit. Ballard Estate, Mumbai – 400001. RESOLVED FURTHER THAT the Board of Directors (including Corporate Office: C-1, Wadia International Center, any Committee thereof) or Chief Financial Officer or Company Pandurang Budhkar Marg, Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things and to take all such Worli, Mumbai – 400025. steps as may be considered necessary, proper or expedient to give Email: [email protected] effect to this resolution.” Website: www.bombaydyeing.com SPECIAL BUSINESS: Phone: (91) (22) 6662 0000; Fax: (91) (22) 6662 0069 5. To consider and if thought fit, to pass the following resolution as Notice is hereby given that the 138th Annual General Meeting of the a Special Resolution: Members of The Bombay Dyeing and Manufacturing Company Limited “RESOLVED THAT pursuant to Regulation 17(1A) of the Securities will be held at the Yashwantrao Chavan Center Auditorium, General and Exchange Board of India (Listing Obligations and Disclosure Jagannathrao Bhonsle Marg, Nariman Point, Mumbai – 400 021, Requirements) Regulations, 2015, which has been inserted by on Tuesday, 7th August, 2018, at 3.45 p.m. to transact the following Securities and Exchange Board of India (Listing Obligations and business namely : Disclosure Requirements) (Amendment) Regulations, 2018, to ORDINARY BUSINESS: be effective from 1st April, 2019 and other applicable provisions, if any, of the Companies Act, 2013, including any amendment(s), 1. To receive, consider and adopt: statutory modification(s) or re-enactment(s) thereof, for the a. the Audited Financial Statement of the Company for the time being in force, approval of the members of the Company st Financial Year ended 31 March, 2018, together with the be and is hereby granted for continuation of holding office of Reports of the Board of Directors and the Auditors thereon; Non- Executive Director of the Company, by Mr. Nusli N. Wadia b. the Audited Consolidated Financial Statement of the (DIN: 00015731) who will be above the age of 75 (Seventy Five) Company for the Financial Year ended 31st March, 2018, years as on 1st April, 2019. together with the Report of the Auditors thereon. RESOLVED FURTHER THAT the Board of Directors (including 2. To declare dividend on equity shares for the financial year ended any Committee thereof) or Chief Financial Officer or Company 31st March, 2018. Secretary of the Company be and are hereby severally authorized 3. To appoint a Director in place of Mr. Nusli N. Wadia (DIN: to do all such acts, deeds, matters and things and to take all such 00015731), who retires by rotation in terms of Section 152(6) steps as may be considered necessary, proper or expedient to give of the Companies Act, 2013 and, being eligible, offers himself for effect to this resolution.” re-appointment. 6. To consider and if thought fit, to pass the following resolution as 4. To appoint Statutory Auditors and to fix their remuneration and a Special Resolution: in this regard to consider and, if thought fit, to pass the following “RESOLVED THAT pursuant to Regulation 17(1A) of the Securities resolution as an Ordinary Resolution: and Exchange Board of India (Listing Obligations and Disclosure “RESOLVED THAT pursuant to the provisions of sections 139, Requirements) Regulations, 2015, which has been inserted by 141, 142 and other applicable provisions, if any, of the Companies Securities and Exchange Board of India (Listing Obligations Act, 2013 (“the Act”) read with the Companies (Audit and and Disclosure Requirements) (Amendment) Regulations, st Auditors) Rules, 2014, including any statutory amendment(s), 2018, to be effective from 1 April, 2019 and other applicable modification(s) or re-enactment(s) thereof, for the time being provisions, if any, of the Companies Act, 2013, including any in force and pursuant to the recommendation of the Audit amendment(s),statutory modification(s) or re-enactment(s) Committee and the Board of Directors of the Company, the thereof, for the time being in force, approval of the members of consent of the members of the Company be and is hereby accorded the Company be and is hereby granted for continuation of holding to appoint M/s. Bansi S. Mehta & Co., Chartered Accountants office of Non- Executive- Independent Director of the Company, (Firm Registration No. 100991W), as the Statutory Auditors of by Mr. R. A. Shah (DIN- 00009851) who is above the age of 75 st the Company, in place of retiring Auditors, M/s. Kalyaniwalla (Seventy Five) years as on 1 April, 2019, upto the expiry of his th & Mistry LLP, Chartered Accountants (Firm Registration No. present term of office i.e. upto 7 August, 2019, on the existing th 104607W/W100166), to hold office for a term of 5 (five) years, terms and conditions as mentioned in the letter dated 9 August, from the conclusion of this Annual General Meeting (“AGM”) 2014 and whose appointment is duly approved by the Members until the conclusion of the 143rd AGM to be held in the year 2023, through an ordinary resolution passed at Annual General Meeting The Bombay Dyeing and Manufacturing Company Limited | Annual Report 2017-18 5 held on 8th August, 2014. 9. To consider and if thought fit, to pass the following resolution as RESOLVED FURTHER THAT the Board of Directors (including a Special Resolution: any Committee thereof) or Chief Financial Officer or Company “RESOLVED THAT further to the resolution passed at the Secretary of the Company be and are hereby severally authorized 136th Annual General Meeting of the Company held on to do all such acts, deeds, matters and things and to take all such 10th August, 2016, for appointment and payment of remuneration steps as may be considered necessary, proper or expedient to give to Mr. Jehangir N. Wadia (DIN: 00088831), Managing Director effect to this resolution.” and pursuant to the provisions of Sections 197, 198 and other 7. To consider and if thought fit, to pass the following resolution as applicable provisions, if any, of the Companies Act, 2013 (“the a Special Resolution: Act”) read with Schedule V of the Act and Regulation