Annual Report 2018-19.pdf - The Group has scaled great heights in innovation and entrepreneurship inspired by the centuries-old legacy of goodwill and

Annual Report 2018-19.pdf - The Group has scaled great...

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Unformatted text preview: 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 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’. AFTER 282 YEARS, OUR BRANDS: SINCE 2005 SINCE 1863 SINCE 1918 SINCE 1879 SINCE 2011 SINCE 1954 SINCE 2015 The Bombay Dyeing and Manufacturing Company Limited Registered Office: Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai - 400 001 T H E B O M B AY D Y E I N G A N D M A N U FA C T U R I N G C O M PA N Y L I M I T E D [ E s t a b l i s h e d 18 7 9 ] ANNUAL 2018-19 R E P ORT CORPORATE INFORMATION DIRECTORS Nusli N. Wadia, Chairman R. A. Shah S. S. Kelkar(up to 07.08.2018) S. Ragothaman A. K. Hirjee S. M. Palia (up to 07.08.2018) Ness N. Wadia V. K. Jairath Keki M. Elavia Minnie Bodhanwala Sunil S. Lalbhai(w.e.f. 05.02.2019) Gauri Kirloskar (w.e.f. 05.02.2019) Jehangir N. Wadia, Managing Director CHIEF EXECUTIVE OFFICERS Suresh Khurana (PSF) Alokendra Banerjee (Retail) Ramesh Ranganathan (Bombay Realty) CHIEF FINANCIAL OFFICER Vishnu Peruvemba REGISTERED OFFICE REGISTRAR & TRANSFER AGENT Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai-400 001. CORPORATE OFFICE: C-1, Wadia International Center, Pandurang Budhkar Marg, Worli, Mumbai-400 025. (CIN: L17120MH1879PLC000037) Email: [email protected] bombaydyeing.com Phone: (91) (22) 6662 0000; Fax: (91) (22) 6662 0069 Website: AUDITORS Messrs. Bansi S. Mehta & Co. ADVOCATES & SOLICITORS Messrs. Crawford Bayley & Co. Messrs. Royzz and Co. Messrs. Negandhi Shah & Himayatullah Messrs. Karanjawala & Co. Karvy Fintech Private Limited Unit: Bombay Dyeing Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana - 500 032, India. Telephone number: +91 40 6716 2222 Fax number: +91 40 2342 0814 E-mail: [email protected] Website: fintech.com Karvy Fintech Private Limited Unit: Bombay Dyeing 24-B ,Raja Bahadur Mansion Ground Floor Ambalal Doshi Marg Behind BSE , Fort Tel - 022 - 6623 5454/412/427 COMPANY SECRETARY Sanjive Arora CONTENTS Corporate Information ......................................................................... Bombay Realty Project Overview .......................................................... Notice ................................................................................................... Financial Performance .......................................................................... 10 Year’s Financial Review ................................................................... Directors’ Report ................................................................................... Management Discussion and Analysis Report ..................................... Report on Corporate Governance ......................................................... Business Responsibility Report ............................................................ Auditor’s Report on Standalone Financial Statements ....................... Standalone Financial Statements ......................................................... Notes to Standalone Financial Statements ......................................... Auditor’s Report on Consolidated Financial Statements ..................... Consolidated Financial Statements ..................................................... Notes to Consolidated Financial Statements ...................................... Form AOC - 1 ......................................................................................... 1 2 4 15 16 17 25 28 45 55 64 69 133 140 145 212 ISLAND CITY CENTER AN ISLAND THAT COMES WITH ITS OWN WORLD. Artist’s Impression Bombay Realty stems from a name of trust, sophistication and a legacy of over 282 years. Iconic and innovative, we believe in being a responsible and green realtor, ensuring that all our developments embody the age-old values of our founders, the Wadia Group. Artist’s Impression While living in Mumbai has its challenges and desirable homes which make for safe and wellconnected abodes are hard to find, providing spacious luxurious living in an oasis that is secure and green while being at the center of now remains our promise. While we redefine the Mumbai skyline with projects such as WIC, AXIS Bank HQ and more, quality and sustainability have always been our priorities. the upcoming MTHL, Monorail and Coastal Road all easily reachable, one can get to every corner of the city within minutes from ICC. Spread over many acres of lush greenery, Island City Center has been curated by Bombay Realty, a group which Indians have come to identify as the yardstick of refined living and sophistication too. An esteemed list of international partners allows us to implement unprecedented quality standards with unmatched expertise across construction and infrastructure, proving to set a benchmark for quality living across Mumbai. Situated in Dadar (E), living at ICC ensures easy connectivity. As the East is set to become the new West with the proposed Navi Mumbai International Airport, ICC will become the new center of the city. With the Eastern Freeway, Artist’s Impression Nestled amongst 500 trees, ICC ONE and ICC TWO are pre-gold LEED-certified towers built with the highest possible standards of 'Green-Design'. Here is where one can find a tranquil haven or an oasis of luxury in the heart of a bustling South Mumbai. Using cutting-edge technology, these glass facade towers are designed to be as self-sufficient and water-efficient as possible. From energy-efficient glazing and lighting systems to organic waste convertors, to highly eco-friendly landscaping and more, the ‘green’ features place ICC apart and make it the ideal space for a futuristic life in Mumbai. Artist’s Impression Safety is ensured by following international security standards from the entry gate point; the superstructures being under 24/7 surveillance. With just two or three apartments per lobby, we also offer the largest in-class carpet areas across Mumbai. These VRV air-conditioned luxe living spaces feature the finest of international marble, elegant wooden flooring, expansive walk-in wardrobes and modular-kitchens; giving residents extravagantly appointed abodes with excellent panoramic views, while allowing ample sunlight and unobstructed cross-ventilation. The extravagant clubhouse and welfare center at ICC are also amongst the largest in the city. With more than 140,000 sq. ft. of recreational area to be shared by just 520 families, our aim is to provide an exclusive experience. Catering to multiple preferences, we have over 45 indoor and outdoor privileges to choose from. One could favour a jog across our internationally-designed track or take a relaxing dip in the pool with the family. Artist’s Impression While our efforts, along with those of our partners, have always been to ensure that residents enjoy the benefits of living on their private island, we move away from the cliched thought of just selling property in Mumbai. Instead, we sell time and with it, the promise of 'A BETTER LIFE.' Artist’s Impression Artist’s Impression MahaRERA No.: P51900008726 I For more information, visit: *Conditions Apply. Representational images are not actual project images and are strictly for representational purpose only. **No white goods and appliances included. The project “ONE ICC/TWO ICC” is registered as the Real Estate Phase Two Project under the provisions of the Real Estate (Regulation and Redevelopment) Act, 2016 and accordingly the authority has granted a Certificate of Registration bearing number P51900008726 dated 19.08.2017. Please note that Island City Center is developed in a phased-wise manner and consists of/shall consist of residential towers, commercial towers, recreational facilities, proposed commercial Food & Beverages, retail spaces and a proposed International school. “Elevation, sketch elevation, external spaces, common amenities and internal spaces are strictly for representational purposes only and are an artist impression of possible appearance and is/are not accurate and/or complete. The plans, designs, dimensions and elevations are as per current sanctioned plans and approvals, specifications, amenities and facilities will be set out in the agreements for sell and images are artistic impressions and purely for representational purposes. The Carpet area is subject to variance of +/-3%. The same may be subject to changes/revisions/alterations in terms of approvals, orders, directions and/or regulations of the concerned/relevant authorities, and/or for compliance with laws/regulations in force from time to time. The colours, shades of walls, tiles etc. are for representational purposes and will vary in planning and designing and upon actual construction. All features, landscaping, fixtures, fittings, goods, accessories and furniture reflected/displayed in this image(s) are strictly for illustrative and display purposes only and are not part of the standard final amenities and finishes. The Company reserves the right to change and modify the same, at its sole discretion without any notice or intimation. This does not constitute an offer and/or contract of any nature between the Company and the purchaser. All brand names and trademarks are the exclusive property of their respective owners. The terms and conditions of the Agreement for Sale between the Parties shall prevail and be binding Solely the amenities/ specifications, features mentioned in the agreement for sale (if any) shall be final.” “Catalyst Trusteeship Limited (“CTL”) acting in its capacity of a Trustee of India RE Opportunities Trust, is the lender on record for the Term Loan, and all rights, titles, interest and benefits in the Term Loan and the security created in connection with the Term Loan is held by CTL (on behalf of the India RE Opportunities Trust). The Apartment is a part of the security created by way of mortgage, and the receivables out of the Apartments are also hypothecated in each case, in favour of CTL for the repayment of the said Term loan. Accordingly, the concerned Apartment along with its receivables, booked/allotted / sold by this deed / letter is subject to the first and exclusive charge of CTL and valid execution of this letter/deed and any agreement in relation to the Apartment is subject to obtaining the prior written permission of CTL. The final transfer of the Apartment in favour of the purchaser/allottee shall be made only on receipt of the final no-objection certificate from CTL.". The Allottee must refer the project details on RERA website ‘ ’ and/or the Agreement for Sell for actual details. Notice 4 NOTICE THE BOMBAY DYEING AND MANUFACTURING COMPANY LIMITED Regulations and in respect of whom Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Non-Executive Independent Director of the Company to hold office for a term of upto 5 (five) consecutive years with effect from 5th February, 2019 upto 4th February, 2024. (CIN : L17120MH1879PLC000037) Registered Office: Neville House, J. N. Heredia Marg, Ballard Estate,Mumbai – 400001. Corporate Office: C-1, Wadia International Center, Pandurang Budhkar Marg, Worli, Mumbai – 400025. Email: [email protected] Website: 5. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152 and 160 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the Rules made thereunder, read with Schedule IV of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), Ms. Gauri Kirloskar (DIN: 03366274), who was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from 5th February, 2019, pursuant to Section 161 of the Act and who has submitted a declaration that she meets the criteria for Independence as provided under the Act and the Listing Regulations and in respect of whom Company has received a notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Non-Executive Independent Director of the Company to hold office for a term of upto 5 (five) consecutive years with effect from 5th February, 2019 upto 4th February, 2024. 6. To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) Mr. S Ragothaman (DIN: 00042395), Aged 73 years, who was appointed as an Independent Director of the Company for a term of five years up to 7th August, 2019, by the members at the 134th Annual General Meeting of the Company held on 8th August, 2014, in terms of Section 149 of the Companies Act, 2013, who is eligible for re-appointment and has submitted a declaration that he meets the criteria for Independence as provided under the Act and the Listing Regulations, be and is hereby re-appointed as a Non-Executive Independent Director of the Company for a second term of three consecutive years commencing from 8th August, 2019 up to 7th August, 2022, not liable to retire by rotation. RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the members of the Company be and is hereby granted for Phone: (91) (22) 66620000; Fax: (91) (22) 66620069 Notice is hereby given that the 139th Annual General Meeting of the Members of The Bombay Dyeing and Manufacturing Company Limited will be held at the 4th Floor, Swatantryaveer Savarkar Rashtriya Smarak Auditorium, 252, Veer Savarkar Marg, Shivaji Park, Dadar (West), Mumbai - 400 028, on Monday, 5th August, 2019, at 3.45 p.m. to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt: a. the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2019, together with the Reports of the Board of Directors and the Auditors thereon; and, b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2019, together with the Report of the Auditors thereon. 2. To declare dividend on equity shares for the financial year ended March 31, 2019. 3. To appoint a Director in place of Mr. Ness N. Wadia (DIN: 00036049), a Non- Executive/Non Independent Director, who retires by rotation and being eligible, offers himself for reappointment. SPECIAL BUSINESS: 4. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152 and 160 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the Rules made thereunder, read with Schedule IV of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), Mr. Sunil S. Lalbhai (DIN: 00045590), who was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from 5th February, 2019, pursuant to Section 161 of the Act and who has submitted a declaration that he meets the criteria for Independence as provided under the Act and the Listing The Bombay Dyeing and Manufacturing Company Limited  |  Annual Report 2018-19 continuation of holding office of Non-Executive Independent Director of the Company by Mr. S Ragothaman (DIN: 00042395) after his attaining the age of 75 (Seventy Five) years on 10th May, 2022 till his remaining tenure as a Non-Executive Independent Director.” 7. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable provisions of the Companies Act, 2013, including any amendment(s), statutory modification(s) or re-enactment(s) thereof, M/s. D. C. Dave & Co., Cost Accountants, Mumbai, (Firm Registration No. 000611), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2020, be paid the remuneration of ` 5,50,000/- (Rupees Five Lakh Fifty Thousand) plus applicable taxes and re-imbursement of actual travel and out-of-pocket expenses. RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) and/ or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things and to take all such steps as may be considered necessary, proper or expedient to give effect to this resolution.” 8. To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 197, Schedule V and other applicable provisions of the Companies Act, 2013 (“Act”) read with Sections 66 to 70 of the Companies (Amendment) Act, 2017 and the rules made thereunder (including any statutory amendment(s), modification(s) or re-enactment(s) thereof for the time being in force) the approval of the members of the Company be and is hereby accorded for the payment of remuneration for the financial year 2016-17 to Mr. Jehangir N. Wadia (DIN: 00088831), Managing Director of the Company, as per the details mentioned in the explanatory statement annexed to this notice. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary in relation to the above and to execute all such documents, instruments and writings as may be required in this connection and to delegate all or any of its powers herein conferred to any Director, Company Secretary or any other officer(s) of the Company. ” By Order of the Board of Directors, FOR THE BOMBAY DYEING & MFG. CO. LTD. SANJIVE ARORA Mumbai, 27 June, 2019 th COMPANY SECRETARY 5 Notes: a. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. In case a proxy is proposed to b...
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