Director Report

To,

The Members of

Your Directors take pleasure in presenting to you the Annual Report and the Audited Statements of accounts for the year ended March 31, 2023.

(Amount in Rs.)

2. FINANCIAL PERFORMANCE & HIGHLIGHTS:

The total Revenue of the Company comprising of Automobile and Hospitality Divisions on a standalone basis for the current year ended March 31, 2023 is Rs. 96,360,546/- as compared to Rs. 71,285,403/- in the previous year. Similarly, the total Revenue of the Company comprising of Automobile and Hospitality Divisions on a consolidated basis for the current year ended March 31, 2023 is Rs. 96,360,546/- as compared to Rs. 71,285,403/- in the previous year.

Further, the Profit after tax on a standalone basis for the current year ended March 31, 2023 stood at Rs. 22,707,882/- as compared to Rs. 19,074,699/- in the previous year. Similarly, the Profit after tax on a consolidated basis for the current year ended March 31, 2023 stood at Rs. 17,889,472/- as compared to Rs. 18,619,752/- in the previous year.

No material changes and commitments have occurred after the close of the year till the date of this Report, which can affect the financial position of the Company.

3. DIVIDEND & RESERVES:

Your Directors are pleased to recommend a Final Dividend of Rs. 5/- per share of Rs. 10/- per equity share for the financial year 2022-2023 which is equivalent to 50% (50% in the previous year), aggregating to Rs. 20 Lacs. The Dividend payout is subject to approval of the Members at the ensuing Annual General Meeting.

During the year under review, the Company has transferred Rs. 2,270,788/- to general reserves of the Company.

4. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

Your Company has one Associate Company and no Subsidiaries and Joint Venture Companies as on March 31, 2023. A separate statement containing the salient features of the financial statements of Associate Company in Form AOC-1, pursuant to the provisions of Section 129 (3) of the Act is attached along with the financial statements.

5. EXTRACT OF ANNUAL RETURN: Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2023 is available on the

Company's website and the web link for the same is https://www.bcma.in/pdf/annual_ report/Annual%20Report%202022-2023. pdf

6. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is enclosed by way of Annexure RsA' to this report.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any

ii) the Directors 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 the

Company at the end of March 31, 2023 and of the profit for the year ended on that date;

iii) the Directors have taken proper and of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis;

v) the Directors have laid down internal financialcontrols to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

8 . CORPORATE GOVERNANCE:

The paid-up equity share capital of your Company is less than Rs. 10 crores and Net worth is less than Rs. 25 crores. Hence as per Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, compliance with the provisions of Regulation 27 i.e. Corporate Governance is not applicable to your Company.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not fall under the criteria mentioned under Section 135 of the Companies Act, 2013. Hence, your Company is not required to constitute CSR Committee and comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

All the Departments continued their efforts to reduce the energy consumption. The measures taken at all the units of your Company are:

i) Optimum utilization of electrical equipments.

ii) Maximum possible saving of energy. There is no research & development activity, no import of technology or foreign exchange earnings or outgo, hence details of the same are not annexed to this Report.

Employee relations remained harmonious and satisfactory during the year and your Board would like to place on record its sincere appreciation for the sustained efforts and valued contribution made by all the employees of the Company.

Your Board has reviewed the declarations made by the Independent Directors and is of the view that they meet the criteria of Independence as provided in Section 149 of the Companies Act, 2013 and the Rules made thereunder and Regulation 16 (1) of the Listing Regulations.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Chakor L. Doshi is due to retire by rotation at the 104^th Annual General Meeting and being eligible, offered himself for re-appointment. Brief profile of the proposed appointee together with the other disclosures in terms of Regulation 36 (3) of the

Listing Regulations are mentioned in the Notice which is a part of this Annual Report.

During the period under review, the Nomination and Remuneration Committee and the Board of Directors recommended to the Members of the Company, the continuation of term of Mr. Chakor L. Doshi as a Non-Executive Director who shall attain the age of 75 years on September 15, 2023. Mr. Chakor L. Doshi, Non-Executive Director of the Company shall continue as a Non-Executive Director of the Company after September 16, 2023 if the Members of the Company approve the proposal.

During the year, your Company appointed Ms. Nidhi Agarwal as the Company Secretary and Compliance

Officer of the Company, a Key

Managerial Personnel w.e.f. February 13, 2023 in place of Mr. Satish Kumar Prajapati who has resigned from the services of the Company and has ceased to be the Company Secretary and Compliance Officer of the

Company w.e.f. January 02, 2023. Ms. Nidhi Agarwal is an Associate Member of the Institute of Company Secretaries of India holding Membership number A64761.

The Board met four (4) times during the financial year 2022-2023 i.e. on May 24,

2022, August 03, 2022, November 09, 2022 and February 13, 2023.

Your Company has several Committees which have been constituted in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Your Company has the following Committees of the Board comprising of Directors and/ or Executives of the Company:

• Audit Committee which comprises of two Independent Directors i.e. Mr. Ashok T. Kukreja (Chairman of the Committee) and Mrs. Rupal Vora (Member), and Chairman & Managing Director, Mr. Chirag C. Doshi (Member).

• Nomination & Remuneration Committee which comprises of two Independent Directors, Mr. Ashok T. Kukreja (Chairman of the Committee) and Mrs. Rupal Vora (Member) and Mr. Chakor L. Doshi, Chairman Emeritus (Member).

• Stakeholder Relationship Committee which comprises of three directors, Mrs. Rupal Vora, (Chairperson of the Committee), Mr. Ashok Kukreja (Member) and Mr. Chirag C. Doshi (Member).

• Committee of Independent Directors which comprises of two Directors, Mr. Ashok T. Kukreja (Chairman of Committee) and Mrs. Rupal Vora (Member).

During the year, evaluation was done which included evaluation of the Board as a whole, Board Committees and Directors. The exercise was done in the Independent Directors Meeting, Nomination & Remuneration Committee Meeting and Board Meeting. The Evaluation process focused on various aspects of the Board and Committee functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. Separate exercise was carried out to evaluate the performance of individual directors on parameters such as attendance, contribution and independent judgement.

Your Company is committed to the highest standards of ethical, moral and legal business conduct.

In accordance with Section 177 of the Companies Act, 2013 and the Listing Regulations, the Board of Directors have formulated a Whistle Blower Policy to report genuine concerns or grievances. Protected disclosures can be made by a whistle blower through an e-mail, or telephone line or a letter to the Chairman of the Audit Committee or the Company Secretary of the Company or any member of the Audit committee. The Policy on Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company's website at https://www. bcma.in/pdf/policies_and_release/policies/ Whistleblower%20Policy_28_02_2023.pdf

(A) The ratio of the remuneration of each

Director to the median employee's remuneration and other details in terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form a part of this Report as "Annexure B".

(B) The statement containing particulars of the employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent as the Company has no such employee who falls under the criteria specified in the said Rules.

All contracts/ arrangements/ transactions entered into by the Company with related parties during the financial year under review were in the ordinary course of business and on arm's length basis.

Your Directors draw attention of the members to Note no. 30(6) to the Financial Statements which sets out related party disclosures.

19. NOMINATION & REMUNERATION POLICY:

The Board has framed a Policy on the recommendation of the Nomination & Remuneration Committee which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection, appointment and remuneration of Board Members/ Key Managerial Personnel relationship and other employees.

The Nomination and Remuneration Committee and the Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of the Listing Regulations.

The key objectives of the Committee are:

a) to formulate guidelines in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) to evaluate the performance of the members of the Board and to provide necessary report to the Board for further evaluation of the Board.

c) to recommend to the Board, the remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The role of the Committee inter alia is as follows:

a) to formulate criteria for determining qualifications, positive attributes and independence of a Director.

b) to recommend to the Board, the appointment and removal of Senior Management.

c) to carry out evaluation of Director's performance and recommend to the Board, their appointment/ removal based on their performance against the criteria laid down.

d) to recommend to the Board

(i) a Policy relating to remuneration of the Directors, Key Managerial Personnel and Senior Management and

(ii) Remuneration and incentive to Executive Directors.

e) to ensure that the level and the composition of remuneration is reasonable and sufficient, of remuneration to performance is clear and it meets appropriate performance benchmarks.

f) to devise a policy on Board diversity.

g) to develop a succession plan for the Board and to regularly review the plan and to identify persons who can be appointed as Directors.

The duties of the Committee in relation to nomination matters include:

a) Ensuring that there is an appropriate induction & training programme in place for new Directors and Members of the Senior Management and reviewing its effectiveness.

b) Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the guidelines provided under the Companies Act, 2013.

c) Identifying and recommending directors who are to be put forward for retirement by rotation.

d) Determining the appropriate size, diversity and composition of the Board.

e) Setting a formal and transparent procedure for selecting new directors for appointment to the Board.

f) Developing a succession plan for the Board and Senior Management and regularly reviewing the plan.

g) Evaluating the performance of the Board and Independent Directors.

h) Making recommendations to the Board concerning matters relating to continuation of office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provisions of law and their service contract.

i) Delegating any of its powers to one or more of its members or the Secretary of the Committee. j) Recommending any necessary changes to the Board.

k) Considering any other matter as may be requested by the Board.

l) For every new appointment of an Independent Director, the Committee evaluates the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepares a description of the role and capabilities required by such directors. It ensures that the person recommended to the Board for appointment as an Independent

Director has the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: corresponding controls

a) use the services of external agencies, if required;

b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) consider the time commitment of its candidates.

The duties of the Committee in relation to remuneration matters include:

a) to consider and determine the Remuneration Policy based on the performance and also bear in mind that the remuneration is reasonable and motivate members of the Board and such other factors as the Committee shall deem appropriate.

b) to approve the remuneration of Senior Management including Key Managerial Personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

c) to delegate any of its powers to one or more of its members or the Secretary of the Committee. d) to consider and recommend to the Board, professional indemnity and liability insurance for Directors and Senior Management.

e) to consider any other matter as may be requested by the Board.

The Nomination and Remuneration policy is available on the website of the Company and the web link for the same is https://www.bcma.in/pdf/policies_ and_release/policies/Nomination%20 &%20Remuneration%20Policy.pdf

All the material Risks faced by the Company were identified and assessed. For each of the risks identified, were assessed and policies and procedures were put in place for monitoring, mitigating and reporting risk on a periodic basis.

21. INTERNAL FINANCIAL CONTROL SYSTEMS:

Your Company has laid down set of standards, processes and structure in order to implement internal financial control with reference to Financial Statements across the organization and to ensure that the same is adequate and operating effectively.

22. INSURANCE:

The properties, stock, stores, assets, etc., belonging to the Company continue to be adequately insured against fire, riots, civil commotion, etc.

23. DEMATERIALIZATION OF SHARES:

Your Company's shares are listed on BSE

Limited and the Company's Registrar and

Share Transfer Agent has connectivity with National Securities Depository Limited & Central Depository Services (India) Ltd. The ISIN of the Company is INE691K01017. As on March 31, 2023, 374,023 equity shares representing 93.50% of the total shares have been dematerialized.

24. COMPANY'S WEBSITE:

Your Company has its website named www. bcma.in. The website provides detailed information about its business activity, location of its Corporate Offices and Service

Centre(s) etc. The Quarterly Results, Annual Reports, Shareholding Pattern, Policies of the Company and all other communication with the Stock Exchange is placed on the website of the Company and the same is updated periodically.

Your Company has designated investors@ bcma.in as an e-mail id for the purpose of registering complaints by investors and has displayed the same on the website of the Company.

26. AUDITORS AND AUDITOR'S REPORT: STATUTORY AUDITOR:

M/s. N. G. Thakrar & Co., Chartered Accountants, Mumbai, were re-appointed as the Statutory Auditors of the Company in the 101^st AGM to hold office from the conclusion of the 101^st AGM until the Annual General Meeting to be held in the year 2025.

The notes forming a part of the accounts referred in the Auditors' Report are self-explanatory and give complete information.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in the Audit Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Ragini Chokshi & Company, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the year April 01, 2022 to March 31, 2023. The Secretarial

Audit Report for the financial year ended March 31, 2023 is annexed herewith as Annexure C' ‘ to this Report.

No observations/ qualifications/ reservation/ adverse remarks were made by M/s. Ragini Chokshi & Company, Secretarial Auditor of the Company in their report. The Board has re-appointed M/s. Ragini Chokshi & Company as the Secretarial Auditor for the financial year 2023-24 also.

REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board's

Report.

Particulars of loans given, guarantees and investments made, covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the notes to the Financial Statements. (Please refer to note no. 3 and 8 to the Financial Statements.) or material orders were

The Directors state that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively, have been duly followed by the Company.

29 . PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, there were no cases filed pursuant to the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. No significant passed by the Regulators or Courts or Tribunals which could impact the going concern status and the Company's operations in future.

31. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT: Your Company reports that no shares issued pursuant to public issue remains unclaimed. Hence, disclosure with respect to Demat Suspense Account/ Unclaimed Suspense Account is not applicable.

Your Directors wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

Your Directors also place on record their sincere appreciation for the assistance and co-operation received from the banks, financial institutions, employees, customers, suppliers and the shareholders from time to time.

534, Sardar Vallabhbhai Patel Road,

Opera House, Mumbai - 400 007.

CIN: L74999MH1919PLC000557

Tel.: 022 - 23612195/96

Email: investors@bcma.in

Website: www.bcma.in