Book-Post The Bombay Burmah Trading Corporation, Ltd. A Wadia Enterprise The Wadia Group The Group has scaled great heights in innovation and entrepreneurship, inspired by the centuries- old legacy of goodwill and trust. The British Coat of Arms, granted to Nowrosjee Wadia, symbolises this legacy and the Wadia group’s commitment to advancement and innovation. The crest is a representation of the Group, its philosophy, beliefs and businesses. The crest and base of the shield represent the family origins in the shipbuilding industry during the 1700s. The middle and upper parts of the shield depict the Group’s interests in cotton growing and its links with England A Tradition of Trust in the form of the Lancastrian rose. The hand holding the hammer atop the shield signifies industriousness, together with workmanship and skill. The sun that surrounds the hand stands for global recognition and merit. The motto, IN DEO FIDE ET PERSEVERANTIA means ‘Trust in God and Perseverance’. http://www.wadiagroup.com/ If undelivered, please return to : The Bombay Burmah Trading Corporation, Ltd. 9, Wallace Street, Fort, Mumbai 400 001 vakils Cover.indd 1 7/17/2014 9:58:31 PM THE WADIA GROUP Contents PLANTATIONS FOODS Location of Corporation’s Estates and Factories 2 Notice of Annual General Meeting 3-15 Bombay Burmah Directors’ Report 16-23 SINCE 1863 SINCE 1918 Management Discussion and Analysis 24-28 Corporate Governance Report 29-40 TEXTILES REAL ESTATE Auditors’ Report 41-45 Financial Statements - Standalone 46-49 SINCE 1879 Notes forming part of Standalone Financial Statements 50-83 Auditors’ Report on Consolidated Financial Statements 84-85 SINCE 2011 Consolidated Financial Statements 86-89 AVIATION ENGINEERING & CHEMICALS Notes forming part of the Consolidated Financial Statements 90-131 Summarised Statement of Financials of 132-137 Subsidiary Companies 10 Years’ Financial Review 138 SINCE 1960 SINCE 1954 SINCE 2005 149th Annual General Meeting Wednesday, 13th August 2014, 4 pm; Y B Chavan Auditorium, Gen Jagannath Bhosle Marg, Nariman Point, Mumbai – 400 021. Cover.indd 2 7/17/2014 9:58:31 PM Annual Report 2013-2014 The Bombay Burmah Trading Corporation, Limited ANNUAL REPORT 2013-2014 DIRECTORS NUSLI N. WADIA, Esq., Chairman A. K. HIRJEE, Esq., Vice Chairman KESHUB MAHINDRA, Esq., (upto 13.02.2014) M. L. APTE, Esq. D. E. UDWADIA, Esq. P. K. CASSELS, Esq. B. N. B. TAO, Esq. JEH WADIA, Esq. VINITA BALI A. PANJWANI, Esq., Managing Director NESS WADIA, Esq., Managing Director VICE PRESIDENT CORPORATE & N. H. DATANWALA, Esq. COMPANY SECRETARY REGISTERED OFFICE 9, WALLACE STREET, FORT, MUMBAI 400 001. Tel. No. 2207 9351 (4 lines) PRINCIPAL BANKERS HDFC BANK LIMITED AXIS BANK LIMITED AUDITORS B S R & CO., LLP Lodha Excelus 1st floor, Apollo Mills Compound, N. M. Joshi Marg, Mahalakshmi, Mumbai 400 011 India SOLICITORS CRAWFORD BAYLEY & CO. State Bank Building, 4th Floor, Hutatma Chowk, Fountain, Mumbai 400 001. UDWADIA UDESHI & ARGUS PARTNERS Elphinstone House, 1st Floor, 17, Murzban Road, Fort, Mumbai 400 001. 1 Secy-Bombay-burmah.indd 1 7/17/2014 9:53:02 PM Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Manish The Bombay Burmah Trading Corporation, Limited The Bombay Burmah Trading Corporation, Limited LOCATION OF CORPORATION’S ESTATES AND FACTORIES Tea and Coffee Estates : (1) Mudis Group of Estates, Mudis P.O., Coimbatore Dist., Tamil Nadu 642 117. (2) Singampatti Group of Estates, Manjolai P.O., Tirunelveli Dist., Tamil Nadu 627 420. (3) Dunsandle Estate, Dunsandle P.O., Ootacamund, Nilgiri Dist., Tamil Nadu 643 005. (4) Elk Hill Group of Estates, P.O. Box No. 12, Sidapur P. & T.O., South Coorg, Karnataka 571 253. (5) Usambara Group, Marvera & Herkulu Estate, P.O. Box 22, Soni, Tanzania. Weighing Products Division : Plot 304, GIDC, Valsad Industrial Estate, Gundlav, Valsad, Gujarat 396 035. Dental Products of India Division : Plot No. 161-B, Village Danpur, Rudrapur Kashipur Road, Paragana-Rudrapur, Tehsil Kichha Udhamsingh Nagar Uttarakhand 263 153. Auto Ancillary Division : Plot no. 128-133, 3rd Cross Street, Nehru Nagar, Kottivakkam, Chennai, Tamil Nadu - 600 041. Malaysian Branch : Suite 628, 6th Floor, Pan Global Plaza, Jalan Wong Ah Fook 80000, Johor Bahru, Malaysia. 2 Secy-Bombay-burmah.indd 2 7/17/2014 9:53:02 PM Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Manish Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Annual Report 2013-2014 NOTICE NOTICE is hereby given that the One Hundred and Forty Ninth Annual General Meeting of the Members of the Corporation will be held on Wednesday, the 13th day of August, 2014 at 4:00 pm at Y B Chavan Auditorium, Gen. Jagannath Bhosle Marg, Mumbai 400 021, to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited Statement of Profit and Loss for the year ended 31st March, 2014 and the Balance Sheet as at that date, together with the Reports of the Board of Directors and Auditors thereon. 2. To declare a dividend. 3. To appoint a Director in place of Mr. Jeh Wadia (DIN: 00088831) who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment. 4. To appoint Statutory Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, Messrs B S R & Co. LLP, Chartered Accountants (Registration No. 101248W), be and are hereby appointed the Statutory Auditors of the Corporation, to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the sixth consecutive AGM of the Corporation (subject to ratification of the appointment by the members at every AGM held after this AGM) at a remuneration as shall be fixed by the Board of Directors in consultation with the Auditors.” 5. To appoint Branch Auditors and to fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 143 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder, Messrs. Deloitte Haskins & Sells, Chennai, Chartered Accountants (Registration No. 008072S), be and are hereby appointed as the Branch Auditors for auditing the accounts of the branches of the Corporation in South India, to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the fourth consecutive AGM (subject to ratification of the appointment by the members at every AGM held after this AGM), at a remuneration as shall be fixed by the Board of Directors in consultation with the Auditors.” “RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to appoint for the current financial year, in consultation with the Corporation’s Auditors namely Messrs B S R & Co. LLP, in respect of the audit of the accounts of the Corporation’s branch offices outside India, a person who is either qualified for appointment as auditor of the Corporation under Section 141 of the Companies Act, 2013 or an accountant duly qualified to act as an auditor of the accounts of such branch offices in accordance with the laws of the concerned countries; and to fix the remuneration and other terms and conditions of their appointment as Branch Auditors.” SPECIAL BUSINESS: 6. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 3 Secy-Bombay-burmah.indd 3 7/17/2014 9:53:02 PM Please check thoroughly. Vakils will not be responsible for errors not noted on this proof. Manish The Bombay Burmah Trading Corporation, Limited (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. GLS & Associates, Cost & Management Accountants, Coimbatore, (ICWA Registration No. M 4482) appointed as Cost Auditors by the Board of Directors on the recommendation of the Audit Committee, for the financial year ending 31st March, 2015 be paid remuneration of ` 2,00,000/- (Rupees Two lakhs only) plus service tax as applicable and reimbursement of actual travel and out-of-pocket expenses. “RESOLVED FURTHER THAT the Board of Directors of the Corporation be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.” 7. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement(s), (including any statutory modification (s) or re-enactment thereof, for the time being in force) Mr. A. K. Hirjee (DIN: 00044765), a Non-Executive Director of the Corporation who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment and in respect of whom the Corporation has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as Independent Director of the Corporation, for a term of five consecutive years with effect from 13th August, 2014 upto 12th August, 2019.” 8.