Your Directors have pleasure in presenting the 62nd Annual Report together with the
Audited Financial Statements for the year ended 31st March, 2023.


FINANCIAL RESULTS :


  

    
Continuing Operation
    
For the year ended 31st March, 2023
    
For the year ended 31st March, 2022
  
  

    

    
(' in lakhs)
    
(' in lakhs)
  
  

    
Profit/ (Loss) before depreciation and tax
    
520.76
    
3174.82
  
  

    
Provision for depreciation
    
18.81
    
19.01
  
  

    
Profit/ (Loss) before tax
    
501.95
    
3155.81
  
  

    
Current Tax
    
-
    
-
  
  

    
Deferred tax
    
9.49
    
348.97
  
  

    
Profit/ (Loss) for the year
    
492.46
    
2806.84
  
  

    
Other Comprehensive Income for the year, net of tax
    
225.77
    
(404.89)
  
  

    
Total Comprehensive Income/(loss) for the year, net of tax
    
718.23
    
2401.95
  



PERFORMANCE:

During the year under review, the Profit before Depreciation and Tax is '520.76 lakhs
as against a Profit of ' 3174.82 lakhs in the previous year. The activities of the Company
comprise of investments in mutual funds, other financial instruments and listed equities
over a wide range.


NATURE OF BUSINESS :

The Company continues to be a Non-Banking Financial Company without accepting Public
Deposits.


DIVIDEND :

Your Directors recommend the payment of a dividend of ' 15/- (Previous year ' 20/-) per
equity share. The proposed dividend, if approved, at the Annual General Meeting, will
absorb ' 22.50 lakhs (Previous years '30.00 lakhs).


SHARE CAPITAL :

As on 31st March, 2023, the Authorized Share Capital of the Company stood at '
3,00,00,000/- divided into 1,50,000 Equity Shares of ' 100/- each and 1,50,000
Unclassified Shares of ' 100/- each.

The Paid-up Equity Share Capital of the Company as on 31st March, 2023 stood at '
1,50,00,000/- divided into 1,50,000 Equity Shares of '100/- each.

During the year under review, there has been no change in the Authorized and Paid-up
Share Capital of the Company. TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for FY 2022-23, after all
appropriation and adjustments was ' 6746.94 lakhs.


DIRECTORS AND KEY MANAGERIAL PERSONNEL :

• In accordance with the provisions of Section 152 of the Companies Act, 2013 and
the Articles of Association of the Company, Mr. Shyam M. Ruia (DIN 00094600), retires by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.

• The Board of Directors at its meeting held on 23rd May, 2023 recommended the
reappointment Ms. Hema Renganathan as a Whole-Time Director of the Company for a further
period of 2 (two) years i.e. from 1st July, 2023 to 30th June, 2025, on the existing terms
and conditions of her employment, subject to the approval of the Members in the ensuing
Annual General Meeting.

• All Independent Directors have given their declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.


ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Being an Investment Company, it has no particulars to report regarding conservation of
energy and technology absorption. During the year under review, the foreign exchange
earnings and outgo of the Company were Nil.


CORPORATE GOVERNANCE:

A Report on the Corporate Governance along with the certificate of the Auditors M/s. A
M S & Co., confirming the compliance of the conditions of Corporate Governance, is
annexed with this report.


MANAGEMENT DISCUSSION AND ANALYSIS :

(i) Industry Structure and Developments :

The Company carries on the business as a Non-Banking Financial Company without
accepting public deposits.

(ii) Opportunities, Threats, Risks and Concerns :

NBFCs have been playing an important role in Financial System. In order to survive and
grow, NBFCs have to focus on their core strengths while improving on their weaknesses.
They need to be very dynamic and have to endeavor to search for new products and services
in order to survive in the competitive financial market.

(iii) Segment wise product wise performance :

The Company's business activity falls within a single business segment i.e. Non-Banking
Financial Services.

(iv) Outlook :

NBFCs are emerging as an alternative to mainstream banking. They are also emerging as
an integral part of Indian Financial System and are contributing commendably towards the
Government's agenda of financial inclusion. NBFCs in India have recorded a marked growth
in recent years.

(v) Internal Control Systems and their adequacy :

The Senior Management periodically reviews factors and issues that influence the
Company's business and takes appropriate decisions to ensure that the Company's interest
and that of the stakeholders is protected. The Company has an inbuilt system of internal
checks and controls.

The Audit Committee of the Board of Directors reviews the Internal Controls and matters
connected therewith.

(vi) Financial and Operational performance :


  

    

    
For the year ended 31st March, 2023
    
For the year ended 31st March, 2022
  
  

    

    
(' in lakhs)
    
(' in lakhs)
  
  

    
Revenue from Operations
    
261.80
    
3334.67
  
  

    
Other Income
    
426.22
    
29.40
  
  

    
Profit/ Loss before depreciation and tax
    
520.76
    
3174.82
  
  

    
Depreciation
    
18.81
    
19.01
  
  

    
Taxes (Including Deferred tax) (Net)
    
9.49
    
348.97
  
  

    
Profit/ Loss after depreciation and taxes
    
492.46
    
2806.84
  


(vii) Material developments in Human Resources/Industry relations front :

The Company continues to give due importance to Human Resources Development and keeps
the relations cordial.

(viii) Impact of COVID-19 pandemic :

The COVID-19 pandemic affected activities of organizations across the economic
ecosystem. The Balance Sheet of the Company has adequate liquidity to service its
obligations and sustain its operations.

(ix) Cautionary Statement :

Company's projections and estimates will vary from actual results, which depend on a
variety of factors over which the Company does not have any control.


DIRECTORS' RESPONSIBILITY STATEMENT :

Your Directors confirm the following statements in terms of Section 134(3)(c) of the
Companies Act, 2013 and declare :

(i) that in the preparation of the annual accounts, all applicable accounting standards
have been followed;

(ii) that 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 the
financial year and of the working of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

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

(v) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively; and

(vi) that systems to ensure compliance with the provisions of all applicable laws were
in place, adequate and operating effectively.


MEETINGS :

During the year four Board Meetings were held, the details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.


AUDITORS :

M/s. A M S & Co., Chartered Accountants, (Firm Registration no. 130878W), were
appointed as Statutory Auditors of the Company, to hold office for a period of five years
from the conclusion of the 61st Annual General Meeting held on 2nd August, 2022 till the
conclusion of the 66th Annual General Meeting to be held in the year 2027. They have
confirmed their eligibility under Section 141 of the Companies Act, 2013 and RBI
Guidelines. The auditors have also confirmed that they hold a valid Certificate issued by
the Peer Review Board of the Institute of Chartered Accountants of India.

The report of the Statutory Auditors forms part of the Annual Report. The said report
does not contain any qualification, reservation, adverse remark or disclaimer. The
Statutory Auditors of the Company have not reported any fraud, as specified in Section
143(12) of the Companies Act, 2013.


SECRETARIAL AUDIT REPORT :

The Secretarial Audit Report under Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been
obtained from M/s. SCP & Co., Practicing Company Secretaries, for the year under
review and the same is annexed herewith as "Annexure A". The Secretarial Audit
Report for the financial year ended 31st March, 2023 does not contain any qualification,
reservation, adverse remark or disclaimer.

The Company has complied with Secretarial Standards issued by The Institute of Company
Secretaries of India on Board and General Meetings.


MAINTENANCE OF THE COST RECORDS :

The maintenance of the cost records as prescribed by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the
Company.


ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on 31st March, 2023, is available on the Company's website :
http://www.bomoxy.com/siot/Annual%20Return%202022-23.pdf


PARTICULARS OF EMPLOYEES :

The information in terms of provision of Section 197 (12) of Companies Act, 2013, read
with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed herewith as "Annexure B".

There are no employees drawing salary as prescribed under Section 197 of the Companies
Act, 2013 read with rule 5(2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.


CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

The Company has constituted a Corporate Social Responsibility Committee pursuant to
Section 135 of the Companies Act, 2013. The policy is available on the Company's website
and can be accessed at http://www.bomoxv.com/pmdo/Corporate%20Social%20Responsibilitv.pdf

The Annual Report on the Corporate Social Responsibility is annexed herewith as
"Annexure C".


RELATED PARTY TRANSACTIONS :

The Company's policy on dealing with Related Party Transactions is disclosed on the
Company's website and can be accessed at http://www.bomoxv.com/pmdo/Related%20Partv%20Transactions%20Policv.pdf

There were no material transactions with any of the related parties, during the year
under review. The related party transactions are disclosed under Note No.25 of the Notes
to Financial Statements for the year 2022-23.


SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES :

Company does not have any Subsidiary, Joint Venture and Associate Companies.


INSURANCE :

The assets/ properties of the Company are adequately insured against loss due to fire,
riots and other perils that are considered necessary by the management.


DEPOSITS :

During the period under review the Company has not accepted any deposits covered under
chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required
in respect of the details relating to the deposits.


NOMINATION AND REMUNERATION COMMITTEE :

The Company has a Nomination and Remuneration Committee pursuant to Section 178(1) of
the Companies Act, 2013 for the appointment and payment of remuneration to the Directors
and Key Managerial Personnel of the Company.


WHISTLE BLOWER POLICY :

The Company has a Whistle Blower Policy to deal with instances of fraud and
mismanagement and the policy is uploaded on the website of the Company.


RISK MANAGEMENT POLICY :

The Company has formulated a Risk Management Policy which may be viewed at http://www.bomoxv.com/pmdo/Risk%20Management%20Policv.pdf


DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with Rule 14, the Internal Complaints Committee
constituted under the said act has confirmed that no complaint / case has been filed /
pending with the Company during the year.


ADEQUACY OF INTERNAL FINANCIAL CONTROLS :

The Company's internal financial control systems are commensurate with the nature, size
and complexity of its business and operations. These are routinely tested and certified by
the Statutory as well as Internal Auditors.


FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The Company conducts familiarization programme for the Independent Directors as
detailed in the Corporate Governance Report which forms part of the Annual Report.


PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

The Company has not given any loans or guarantees and being a Non-Banking Financial
Company its investments are exempted under Section 186 (11) (b) of the Companies Act,
2013.


MATERIAL CHANGES AND COMMITMENTS :

There have been no material changes and commitments affecting the financial position of
the Company, which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report.


SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS :

There have been no significant and material orders passed by the regulators, courts and
tribunals impacting the going concern status and the Company's operations in future.


BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out the annual performance evaluation of its own performance, the Directors individually
as well as the evaluation of the working of its Audit Committee, Nomination &
Remuneration Committee, Corporate Social Responsibility Committee, Risk Management
Committee and Stakeholders' Relationship Committee. The manner in which the evaluation has
been carried out has been explained in the Corporate Governance Report.


  

    

    
On behalf of the Board
  
  

    

    
S. M. Ruia
  
  

    

    
Chairman
  
  

    
Mumbai, 23rd May, 2023
    
DIN: 00094600