Bombay Swadeshi Stores Limited Unlisted Shares

Annual Report Summary

The document is the 115th Annual Report for 2020-21 of Bombay Swadeshi Stores Limited (BSSL).

Corporate Information:

The Board of Directors consists of Mrs. Madhu Chandak, Mrs. Manjri Chandak and Mrs. Jyoti Kabra. The statutory auditors are M/s. Banshi Jain & Associates, Chartered Accountants. HDFC Bank Limited serves as the banker. The registered office is located at Western India House, Sir Pherozeshah Mehta Road, Fort, Mumbai, while the corporate office is at Hubtown Solaris, Prof NS Phadke Marg, Andheri East, Mumbai.

Notice of the 115th Annual General Meeting (AGM):

The 115th AGM will be held on Tuesday, September 28, 2021, at 11:00 a.m. IST through video conferencing (VC) or other audio visual means (OAVM). The ordinary business includes the adoption of standalone and consolidated audited financial statements for the year ended March 31, 2021, along with the reports of the Board of Directors and Auditors. Mrs. Jyoti Varun Kabra, who retires by rotation, is offering herself for re-appointment.

Due to the COVID-19 pandemic, physical attendance is dispensed with, and the meeting will be held through VC/OAVM. Members intending to send authorized representatives or raise queries should follow the procedures outlined in the notice. The Register of Members and Share Transfer Books will be closed from September 22, 2021, to September 28, 2021.

Members are encouraged to register their email addresses and update their address/bank mandate details with the Company's Registrar and Share Transfer Agent, Link Intime India Private Limited. Detailed instructions for attending the AGM through VC/OAVM and e-voting procedures are provided, including different login methods for individual shareholders holding securities in demat mode with CDSL or NSDL. Member whose names appear in the Register of Members/List of Beneficial Owners as on Tuesday, 21st September, 2021 are entitled to vote on the resolutions set forth in the Notice.

Directors' Report:

The Directors present the 115th Annual Report together with the Audited Financial Statements for the year ended March 31, 2021. The Company's financial results (standalone) show a loss after tax of Rs. (1259.78) Lakhs compared to a profit of Rs. 3.49 Lakhs in the previous year. The financial year 2020-21 was one of the toughest due to the pandemic, but the company focused on serving customers, helping society, and cost-saving measures, including rent negotiations that saved over INR 4.50 Crores. During the lockdown period, training and certification of the store team were conducted. Only one store in DLF Mall Saket-Delhi was opened in FY21, and several non-profitable stores were closed. The total number of stores has reduced from 31 in 2020 to 25 at the end of the day of 31st March-2021.

In view of losses, the Board of Directors does not recommend any dividend for the Financial Year ended 31st March, 2021. The Company has not transferred any amount to reserves during the year. There was no change in the nature of business of the Company during the year under review. The Company faced significant headwinds due to COVID-19 Pandemic which impacted the operations of the Company adversely particularly by way of store closures due to lockdown. 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 financial statements of the Company.

Mr. Santanu Ghosh resigned as CEO of the Company with effect from 3rd April, 2021. As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Jyoti Kabra retires by rotation and being eligible offers herself for re-appointment. The Board of Directors met 5 (five) times during the financial year ended 31st March, 2021. The Stakeholders Relationship Committee of the Company was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. There are adequate internal control procedures commensurate with the size of the Company. 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 Directors confirm that the applicable accounting standards have been followed; accounting policies have been applied consistently; proper and sufficient care was taken for maintaining adequate accounting records; the annual accounts have been prepared on a going concern basis; and proper systems have been devised to ensure compliance with all applicable laws. M/s. Banshi Jain & Associates, Chartered Accountants were appointed as Statutory Auditors. The Statutory Auditors have not reported any instances of fraud committed in the Company by its officers or employees. The Company's net worth, turnover and net profits are below the minimum prescribed limits, the provisions of clause (o) of Section 134(3) of the Companies Act, 2013. The total foreign exchange expended during the year was Rs. NIL (previous year Nil) and earned during the year was Rs.52.16 Lakhs (previous year Rs.1246.10 Lakhs). 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.

Annexure I details the performance of Bombay Store Retail Company Limited, a subsidiary of Bombay Swadeshi Stores Limited.

Independent Auditor's Report (Standalone & Consolidated):

The independent auditor's reports for both the standalone and consolidated financial statements express an unmodified opinion, indicating that the financial statements present fairly the financial position and results of operations of Bombay Swadeshi Stores Limited. The reports confirm that the audits were conducted in accordance with applicable standards, and that the company has maintained adequate internal financial controls. The Auditor’s Report includes observations and explanatory notes that are self-explanatory and do not call for further explanation or comments from the Board. The auditor also confirms that there were no instances of fraud and includes statements on specified matters according to Companies Act, 2013.

Financial Statements (Standalone & Consolidated):

The report includes detailed standalone and consolidated balance sheets, statements of profit and loss, and cash flow statements as of March 31, 2021, along with notes to the financial statements, providing a comprehensive overview of the company's financial performance and position. These notes include disclosures about share capital, reserves and surplus, long-term and short-term borrowings, trade payables, provisions, contingent liabilities, and other significant accounting policies. Key figures are presented, including revenue from operations, total expenses, profit/loss before and after tax, and earnings per share. The report highlights the impact of the COVID-19 pandemic on the company's operations and the strategic measures taken to mitigate the impact.