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Directors Report of Maharashtra Scooters Ltd.

Mar 31, 2015

Dear Members,

INTRODUCTION:

The Directors present their Fortieth Annual Report and Audited Statement of Accounts for the year ended 31 March, 2015, prepared in due compliance of extant provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. REVIEW OF OPERATIONS:

During the year under review, the business activities of the company were limited to the manufacture of die casting dies, jigs and fixtures, primarily meant for automobile industry and treasury operations on account of surplus funds invested.

There was no significant development during the year under review affecting the operational/financial performance of the Company. Due to increased work orders and operational efficiency, the sales on account of manufacture of die casting dies, jigs and fixtures increased to Rs. 687.83 lacs, as compared to Rs. 409.74 lacs achieved during the previous year.

The turnover of the company during the year under review was Rs. 6986.19 lacs as against Rs. 5753.12 lacs achieved during the previous financial year.

FINANCIAL HIGHLIGHTS:

(Rsin lacs) 2014-15 2013-14

Net sales and other income 6986.19 5753.12 Gross profit before interest

and depreciation 5791.68 4849.52

Interest 0.12 0.05

Depreciation 315.78 89.71

Profit before tax 5475.78 4759.76

Tax expense 141.00 105.00

Less: MAT credit entitlement 141.00 105.00

Profit after tax 5475.78 4759.76 Proposed dividend

(inclusive of dividend distribution tax 4126.55 3342.72 Balance transferred to

General Reserve 1349.23 1417.04

Earnings per share (Rs. ) 47.91 41.65

RECOMMENDATION ON DIVIDEND:

The Directors are pleased to recommend for consideration of the Shareholders at the ensuing Annual General Meeting, payment of dividend of Rs. 30 per share (300%) on 11,428,568

Equity Shares of Rs. 10 each for the financial year ended 31 March, 2015, as against Rs. 25.00 per share (250%) declared for the financial year ended 31 March, 2014. The amount of dividend inclusive of tax thereon for the financial year 2014-15 amounts to Rs. 4126.55 lacs as against Rs. 3342.72 lacs paid during the financial year 2013-14.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31 March, 2015 was Rs. 11.42 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

PRESENTATION OF FINANCIAL STATEMENTS:

The financial statements for the year ended 31 March, 2015 are prepared in due compliance of the Schedule III of the Companies Act, 2013.

CASH FLOW STATEMENT:

A Cash Flow Statement for the year 2014-15 is included in the annexed Statement of Accounts.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rules framed thereunder, an extract of Annual Return as on 31 March, 2015 in the prescribed Form No. MGT-9 is annexed to this Report (Annexure-I).

NUMBER OF MEETINGS OF THE BOARD:

There were 4 meetings of the board held during the year. Detailed information is given in the annexed Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by sub-section (5) of Section 134 of the Companies Act, 2013, the Directors state that -

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure;

(b) the directors had 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 profit and loss of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have submitted declarations to the company to the effect that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY:

The Board, on recommendation of Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Policy is also available on the website of Company i.e._ www.mahascooters.com

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The company has not given any loans or guarantees or provided any security. Full particulars of the investments made by the company are provided in the Financial Statements attached to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the Company had not entered into any transactions with the related parties which invoked the provisions of Section 188 of the Companies Act, 2013, thereby necessitating its approval by the Board or prior approval of the Shareholders.

There being no such contract with related party which are ''material'' in nature, there are no details to be disclosed in Form AOC - 2, under the Companies Act, 2013.

The policy on Related Party Transactions as approved by board is uploaded on the Company''s website www.mahascooters.com

DETAILS PURSUANT TO RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

Conservation of energy During the year under review,the Company maintained power factor to unity throughout the year resulting in getting maximum rebate in electricity bills. Also, biogas plant, wormi composting, solar water heaters and effluent treatment plant operated effectively.

Technology absorption No expenditure is incurred by the Company attributable to Technology absorption during the year.

Expenditure on Research No expenditure is incurred by & Development the Company attributable to Research & Development during the year.

Foreign exchange During the year under review, earnings and Outgo foreign exchange earnings were NIL and outgo was Rs. 2.87 lacs.

ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Committees. The manner in which formal annual evaluation was made is provided in the annexed Corporate Governance Report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR:

a) Western Maharashtra Development Corporation Limited, one of the two Promoters of the Company, withdrew the nomination of Shri R.K. Nikharge, Shri Ramesh D. Devkar and Shri Sadashiv S. Survase as their nominee directors on the board of the company.

b) Bajaj Holdings and Investment Limited, the other Promoter of the Company, withdrew the nomination of Shri Yogesh J. Shah and Shri Naresh Patni as their nominee directors on the board of the company.

c) Being qualified to be appointed as Independent Director, pursuant to Section 149 of Companies Act,

2013 & Clause 49, and based on the Declaration of Independence submitted pursuant to sub-section (6) of Section 149 of the Companies Act, 2013, Shri Yogesh J. Shah, Shri Naresh Patni, Shri R.K. Nikharge, Shri Sanjay S. Degaonkar and Ms. Vrushali Agashe, as recommended by Nomination & Remuneration Committee, were appointed as Independent Directors of the Company for a period of 5 years, effective from 13 October, 2014, subject to shareholders'' approval at the ensuing Annual General Meeting.

d) Shri Ranjit Gupta resigned as "Chief Executive Officer" and "Manager" of the company and in his place, Shri Rajeev D. Haware was appointed as Chief Executive Officer and Manager effective from 13 October, 2014.

e) With a view to avail the benefits of his experience and expertise, Shri Ranjit Gupta, who has been associated with the company for over 25 years, was appointed as a "Constituted Attorney" of the company. No remune- ration is payable to him for the services being rendered.

f) Shri Rajeev D. Haware, Chief Executive Officer, Shri R.B. Laddha, Chief Financial Officer and Shri N.S. Kulkarni, Company Secretary of the company, are designated as Key Managerial Personnel of the company.

MATERIAL ORDERS, IF ANY, PASSED BY THE REGULATORS, COURTS ETC.:

No material Orders were passed by any Regulators or Courts or Tribunals during the financial year under review impacting the going concern status of the company''s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Internal financial controls with reference to the financial statements were adequate and operating effectively.

RISK MANAGEMENT POLICY:

The company has adopted a Risk Management Framework for the company, including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

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 and the date of this report.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors'' Certificate regarding compliance of the conditions

of Corporate Governance, Management Discussion and Analysis Report & CSR Report form part of this Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the company had appointed Shri Shyamprasad D. Limaye a Fellow Member of the Institute of Company Secretaries of India and a Company Secretary in Practice (FCS No.1587, Certificate of Practice No.572) to conduct the secretarial audit and give a Secretarial Audit Report for the year 2014-15 to be annexed to the Report of Board of Directors. Secretarial Audit Report of Shri Shyamprasad D. Limaye in the prescribed Form MR-3 is annexed to this Report (Annexure-II). The Report does not contain any qualification, reservation or adverse remarks.

INTERNAL AUDIT:

Shri Jayesh A. Kulkarni, a Chartered Accountant has been appointed as Internal Auditor of the company. The internal financial controls, established with the approval of Audit Committee of the Board, are adequate with reference to the financial statements and size and operations of the company.

STATUTORY AUDITORS:

At the 39th Annual General Meeting of the company, the Shareholders had approved the appointment of M/s. P.C. Parmar & Co., Chartered Accountants as Statutory Auditors for a period until the conclusion of 42nd Annual General Meeting, subject to ratification of the appointment by the members at every Annual General Meeting and accordingly, the Notice convening the 40th Annual General Meeting contains a proposal for ratification of their appointment along with their remuneration by the members for the year 2015-16.

AUDITORS'' REPORT:

The Statutory Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by Statutory Auditor.

COST AUDIT/AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014 the products manufactured/services rendered by the company were not covered for maintenance of cost records and therefore, the company discontinued the cost audit and consequently the company had not appointed Cost Auditor for the financial year 2014-15.

INDUSTRIAL RELATIONS:

During the year under review, the industrial relations remained cordial.

ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Rules framed thereunder, the company has established a vigil mechanism for directors and employees to report genuine concerns and to provide for adequate safeguards against victimizations of persons who use such mechanism and the details thereof are disclosed on the website of the company www.mahascooters.com

DETAILS OF DIRECTORS AND EMPLOYEES'' REMUNERATION:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees''

particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING:

Annual Report on CSR pursuant to Rule 8 of Companies (CSR) Rules, 2014 is annexed to this Report (Annexure-III).

On behalf of the Board of Directors

Madhur Bajaj Pune, 12 May, 2015 Chairman


Mar 31, 2014

The Directors present their Thirty Ninth Annual Report and Audited Statement of Accounts for the year ended 31 March, 2014. Since this report pertains to financial year that commenced prior to 1 April, 2014 the contents therein are governed by the relevant provisions / schedules / rules of the Companies Act, 1956, in compliant with General Circular No.08/2014 dated 4 April, 2014 issued by the Ministry of Corporate Affairs.

OPERATIONS:

The Company ceased manufacture of geared scooters effective April, 2006 and since then, its manufacturing activities, including for the year under review, were limited to the manufacture of die casting dies, jigs and fixtures, primarily meant for the automobile industry.

There was no significant development during the year under review affecting the operational / financial performance of the Company. However, on account of reduced demand, the turnover of manufacture of die casting dies, jigs and fixtures stood at Rs. 409.74 lacs, as compared to Rs. 655.18 lacs achieved during the previous year.

The gross revenue of the Company during the year under review was Rs. 5753.12 lacs, against Rs. 5992.32 lacs during the previous financial year.

FINANCIAL RESULTS:

(Rs. in lacs)

2013-14 2012-13

Net sales and other income 5753.12 5992.32

Gross profit before exceptional items, interest and depreciation 4849.52 4983.87

Interest 0.05 0.01

Depreciation 89.71 99.73

Gross profit before exceptional items 4759.76 4884.13

Exceptional item - -

Profit before tax 4759.76 4884.13

Tax expense 105.00 149.00

Less: MAT credit entitlement 105.00 149.00

Profit after tax 4759.76 4884.13

Proposed dividend (inclusive of dividend distribution tax) 3342.72 2674.18

Balance carried to General Reserve 1417.04 2209.95

Earnings per share (Rs.) 41.65 42.74

DIVIDEND:

The Directors are pleased to recommend for consideration of the Shareholders at the ensuing Annual General Meeting, payment of dividend of Rs. 25 per share (250%) on 1,14,28,568 Equity Shares of Rs. 10 each for the financial year ended 31 March, 2014. The amount of dividend inclusive of tax thereon amounts to Rs. 3342.72 lacs. Dividend paid for the year ended 31 March, 2013 was Rs. 20 per share (200%) amounting to Rs. 2674.18 lacs inclusive of tax thereon.

RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION:

No expenditure is incurred by the Company attributable to Research, Development and Technology Absorption during the year under review.

CONSERVATION OF ENERGY:

During the year under review, the Company maintained power factor to unity throughout the year resulting in getting maximum rebate in electricity bills. Also, biogas plant, wormy composting, solar water heaters and effluent treatment plant operated effectively.

SAFETY, HEALTH AND ENVIRONMENT:

There were zero reportable accidents during the year. The Company has taken adequate measures to reduce noise pollution inside the factory by use of screw compressor, reduction in the volume / timing of siren etc.

Environment Audit was carried out as stipulated.

The Company has formulated Policy on AIDS, Safety and Health and has displayed the same at prominent locations at the factory premises.

All the employees underwent medical check up as stipulated by Maharashtra Factories Rules, 1963.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, foreign exchange earnings were NIL and outgo was Rs. 84.52 lacs.

CASH FLOW STATEMENT:

A Cash Flow Statement for the year 2013-14 is included in the annexed Statement of Accounts.

INDUSTRIAL RELATIONS:

During the year under review, the industrial relations remained cordial. The current manpower strength of the Company stood at 117 Nos., represented by 69 permanent workmen and 48 permanent staff.

DIRECTORS:

a) During the year under review, Western Maharashtra Development Corporation Limited (WMDC) nominated Shri Ashok S. Sawant and Shri Ramesh D. Devkar as their nominee Directors in place of Shri Kishor B. Kadam and Shri M.V. Bhagat respectively.

b) Shri Sanjiv Bajaj and Shri Yogesh J. Shah retire by rotation and being eligible, offer their candidature for re- appointment.

c) Shri Ashok S. Sawant and Shri Ramesh D. Devkar, who were appointed in the causal vacancies, hold office unti the ensuing Annual General Meeting and being eligible, are to be appointed by the Shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts the applicable accounting standards have been followed.

b) that the Directors have selected such accounting policies and have 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 profit of the Company for that period.

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

d) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

The company had no employee who was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors'' Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

AUDITORS'' REPORT:

The observations made in the Auditors'' Report, read with the relevant notes thereon are self-explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

STATUTORY AUDITORS:

The Statutory Auditors, M/s. P.C. Parmar & Co., Chartered Accountants, Pune (ICAI Firm Regn.No.107604W) who retire at the conclusion of the ensuing Annual General Meeting, are eligible for re-appointment. The Shareholders are requested to appoint the Auditors for the period from the conclusion of this Annual General Meeting until the conclusion of 42nd Annual General Meeting and fix their remuneration for the period from the conclusion of this Annual General Meeting until the conclusion of 40thAnnual General Meeting.



On behalf of the Board of Directors



Madhur Bajaj

Chairman

Pune, 13 May, 2014


Mar 31, 2013

INTRODUCTION:

The Directors present their Thirty Eighth Annual Report and Audited Statement of Accounts for the year ended 31 March, 2013.

OPERATIONS:

With the Company having ceased manufacture of geared scooters effective April, 2006, the current activity of the Company during the year under review was restricted to the manufacture of die casting dies, jigs and fixtures, primarily meant for the automobile industry.

There was no significant development during the year under review affecting the operational / financial performance of the Company. It is worthwhile to note that on account of implementation of Voluntary Retirement Scheme during the previous year, the employee benefit expenses of the Company stand reduced from Rs. 1317.92 lacs to Rs. 560.81 lacs.

During the financial year under review, the gross revenue of the Company was Rs. 5992.32 lacs as against Rs. 7048.38 lacs during the previous financial year.

FINANCIAL RESULTS:

(Rs. in lacs)

2012-13 2011-12

Net sales and other income 5992.32 7048.38

Gross profit before exceptional items, interest and depreciation 4983.87 5286.35

Interest 0.01 0.07

Depreciation 99.73 95.95

Gross profit before exceptional items 4884.13 5190.33

Exceptional item -

VRS compensation - 5839.45

Profit before tax 4884.13 (649.12)

Tax expense - -

Profit after tax 4884.13 (649.12)

Add: Tax credits pertaining to earlier years - (0.03)

Profit for the year 4884.13 (649.09)

Withdrawal from General Reserve - 781.92

Proposed dividend (inclusive of dividend distribution tax) 2674.18 132.83

Balance carried to General Reserve 2209.95 -

Earnings per share (Rs. ) 42.74 (5.68)

DIVIDEND:

The Directors are pleased to recommend for consideration of the Shareholders at the ensuing Annual General Meeting, payment of dividend of Rs. 20 per share (200%) on 1,14,28,568 Equity Shares of Rs. 10 each for the financial year ended 31 March, 2013. The amount of dividend inclusive of tax thereon amounts to Rs. 2674.18 lacs. During the previous year, the Company having incurred a loss, had declared a dividend of Rs. 1 per share (10%), amounting to Rs. 132.83 lacs, in due compliance of the stipulations contained in the Companies (Declaration of Dividend Out of Reserves) Rules, 1975.

RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION:

No expenditure is incurred by the Company attributable to Research, Development and Technology Absorption during the year under review.

CONSERVATION OF ENERGY:

During the year under review, the Company maintained power factor to unity throughout the year resulting in getting maximum rebate in electricity bills. Also, biogas plant, wormy composting, solar water heaters and effluent treatment plant operated effectively.

SAFETY, HEALTH AND ENVIRONMENT:

There were zero reportable accidents during the year. The Company has taken adequate measures to reduce noise pollution inside the factory by use of screw compressor, reduction in the volume / timing of siren etc.

Environment Audit was carried out as stipulated.

The Company has formulated Policy on AIDS, Safety and Health and has displayed the same at prominent locations at the factory premises.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, foreign exchange earnings were NIL and outgo was Rs. 94.90 lacs.

CASH FLOW STATEMENT:

A Cash Flow Statement for the year 2012-13 is included in the annexed Statement of Accounts.

INDUSTRIAL RELATIONS:

During the year under review, the industrial relations remained cordial. The current manpower strength of the Company stood at 120 Nos. represented by 70 permanent workmen and 50 permanent staff.

DIRECTORS:

a) During the year under review, Western Maharashtra Development Corporation Limited (WMDC) nominated Shri Sadashiv S. Survase as a Director in place of Shri G.R. Jangda.

b) Shri M.V. Bhagat and Shri R.K. Nikharge retire by rotation and being eligible, offer their candidature for re-appointment.

c) Shri Naresh Patni and Shri Sadashiv S. Survase, who were appointed in the causal vacancies, hold office until the ensuing Annual General Meeting and being eligible, are to be appointed by the Shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts the applicable accounting standards have been followed.

b) that the Directors have selected such accounting policies and have 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 profit of the Company for that period.

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

d) that the Directors have prepared the annual accounts on a going concern basis.

REAPPOINTMENT OF "MANAGER" UNDER THE COMPANIES ACT, 1956:

The Board of Directors, subject to the approval of Shareholders, have reappointed Shri Ranjit Gupta, Chief Executive of the Company, as "Manager" under the Companies Act, 1956, for a further period of three yeas effective 1 April, 2013, on the terms and conditions as set out in the Resolution contained in the Notice convening the ensuing Annual General Meeting. Since Shri Ranjit Gupta has completed his age of 70 years, in terms of the provisions of Section 269 of the Companies Act, 1956 and Schedule XIII annexed thereto, his appointment is subject to the approval of Shareholders by way of a Special Resolution. The Directors commend the said Special Resolution for the approval of Shareholders.

PARTICULARS OF EMPLOYEES:

The company had no employee who was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

AUDITORS'' REPORT:

The observations made in the Auditors'' Report, read with the relevant notes thereon are self-explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

STATUTORY AUDITORS:

The Statutory Auditors, M/s. P.C. Parmar & Co., Chartered Accountants, Pune, (ICAI Firm Regn.No.107604W) who retire at the conclusion of the ensuing Annual General Meeting, are eligible for re-appointment. Since Western Maharashtra Development Corporation Limited, a Government Company, holds more than 25% of the subscribed capital of the Company, the appointment of Auditors and the payment of remuneration to them is required to be made by a Special Resolution, pursuant to Section 224-A of the Companies Act, 1956. The Shareholders are requested to appoint the Auditors and fix their remuneration.

COST AUDITORS:

In conformity with the directives of the Central Government contained in the Ministry of Corporate Affairs circular No. 15/2011 dated 11 April, 2011 as amended, the company has approved the appointment of Shri A. P. Raman, Cost Accountant, as the Cost Auditor under Section 233B of the Companies Act, 1956, to conduct the cost audit of the cost accounts for the financial year 2013-14, subject to the approval of the Government. The full particulars of the cost auditor are furnished below:-

ICWA Membership No. 837

Registration No. of Firm 110141

Address Golok, Plot No.13, Sector No.28 Pradhikaran, Nigdi, Pune - 411 044

Details of Cost Audit Report for the financial year 2011-12:

(a) Due date of Filing 28 February, 2013

(b) Actual Date of Filing 26 February, 2013

On behalf of the Board of Directors Madhur Bajaj

Chairman

Pune, 14 May, 2013


Mar 31, 2012

The Directors present their Thirty Seventh Annual Report and Audited Statement of Accounts for the year ended 31st March, 2012.

PRESENTATION OF FINANCIAL RESULTS:

Notification dated 28th February, 2011 issued by the Ministry of Corporate Affairs has stipulated a revised format for disclosure of financial statements under Schedule VI to the Companies Act, 1956. The financial results of the Company for the year ended 31st March, 2012 are, therefore, disclosed as per the revised Schedule VI and the previous years' figures have been restated to align with the current year's presentation.

OPERATIONS:

Having ceased production of geared scooters from April, 2006, the Company continues to manufacture pressure die casting dies, jigs and fixture, primarily meant for the two and three wheeler industry.

The significant development during the year has been the implementation of Voluntary Retirement Schemes (VRS) by the Company for its permanent daily rated workmen and for the permanent monthly rated staff, resulting in exceptional expenditure amounting to Rs.5839.45 lacs towards the compensation paid to them.

FINANCIAL HIGHLIGHTS AND DIVIDEND:

For the Financial Year ended 31st March, 2012, the gross revenue of the Company was Rs.7048.38 lacs as against Rs.4109.31 lacs during the previous year, inclusive of other income amounting to Rs.6380.55 lacs as compared to Rs.3489.69 lacs during the previous year. The Company has incurred a net loss amounting to Rs.649.09 lacs during the financial year mainly on account of the exceptional item of voluntary retirement compensation as against profit after tax of Rs.2172.54 lacs in the previous year. Profit before accounting of the exceptional item of expenditure viz., VRS compensation incurred during the financial year, amounted to Rs.5190.33 lacs as against Rs.2112.89 lacs during the previous year.

In view of above and the fact that ever since it went public in the year 1977-78, the Company has been uninterruptedly rewarding the Shareholders by way of dividend, the Directors propose to declare dividend out of reserves, being eligible to do so in due compliance with the conditions stipulated in the Companies (Declaration of Dividend Out of Reserves) Rules, 1975. Accordingly, a sum of Rs.781.92 lacs is proposed to be withdrawn from the General Reserve, first to be utilized to set off losses incurred during the financial year amounting to Rs.649.09 lacs and the balance amount of Rs.132.83 lacs to be utilized for payment of dividend @ 10% i.e. (Re.1 per share) inclusive of dividend distribution tax thereon. During the previous year the Company had paid a dividend of Rs.9 per share (90%) amounting to Rs.1195.43 lacs inclusive of tax thereon.

FINANCIAL RESULTS:

(Rs. in lacs)

2011-12 2010-11 Net Sales and Other Income 7048.38 4109.31 Gross Profit/(Loss) before Finance costs, Depreciation and

Exceptional Items 5286.35 2214.33

Finance Costs 0.07 0.09

Depreciation 95.95 101.35 Profit / (Loss) before exceptional

items and Tax 5190.33 2112.89

Exceptional Items - VRS Compensation 5839.45 -

Profit/(Loss) before tax (649.12) 2112.89

Provision for Taxation - -

Net Profit / (Loss) (649.12) 2112.89 Debit / (Credit) relating to earlier year -

Taxation (0.03) (59.65)

Disposable Surplus/(Loss) (649.09) 2172.54

Withdrawal from General Reserve 781.92 - Provision for Proposed Dividend

(inclusive of Dividend Distribution Tax) 132.83 1195.43

Balance carried to General Reserve - 977.11

RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION:

No expenditure is incurred by the Company attributable to Research, Development and Technology Absorption during the year under review.

CONSERVATION OF ENERGY:

During the year under review, the Company (i) maintained power factor to Unity throughout the year resulting in getting maximum rebate in electricity bills (ii) biogas plant, wormy composting, solar water heaters and Effluent treatment plant were effectively in operation (iii) idle manpower and land was effectively used for cultivation of vegetables, food grains & fruits for in house consumption.

SAFETY, HEALTH AND ENVIRONMENT:

There were zero reportable accidents during the year, while the Company has taken adequate measures to reduce noise pollution inside the factory, by use of screw compressor, reduction in the volume / timing of siren etc.

Environment Audit was carried out as stipulated.

The Company has formulated Policy on AIDS, Safety and Health and has displayed the same at prominent locations at the factory premises.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, foreign exchange earnings and outgo were NIL.

CASH FLOW STATEMENT:

A Cash Flow Statement for the year 2011-12 is included in the annexed Statement of Accounts.

INDUSTRIAL RELATIONS:

During the year, the industrial relations remained cordial, culminating in signing of wage agreement with the workmen for a period of 5 years, valid till 31st March, 2016 and the implementation of two Voluntary Retirement Schemes for the permanent daily rated workmen, which was accepted by 376 workmen. Further, the company also implemented a Voluntary Retirement Scheme for monthly rated staff / employees and 61 of them opted for the same. The current manpower strength of the Company consists of 81 permanent daily rated workmen and 45 permanent monthly rated staff, inclusive of those deployed in tool room facilities.

DIRECTORS:

a) During the year under review, Western Maharashtra Development Corporation Limited (WMDC) nominated Shri S.B.Patil as a Director, not liable to retire by rotation, in place of Shri Shirish N.Karle, while Shri Yogesh J.Shah and Shri Naresh Patni were nominated by Bajaj Holdings and Investment Limited as Directors liable to retire by rotation in place of Shri Jayant H. Shah and Shri D. S. Mehta respectively.

b) Shri Yogesh J.Shah holds office until the ensuing Annual General Meeting and is eligible for re-appointment.

c) Shri Sanjiv Bajaj and Shri R.K.Niharge, retire by rotation and being eligible, offer themselves for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts the applicable accounting standards have been followed.

b) that the Directors have selected such accounting policies and have 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 profit of the Company for that period.

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

d) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

AUDITORS' REPORT

The observations made in the Auditors' Report, read with the relevant notes thereon are self-explanatory and therefore do not call for any further comments under Section 217 of the Companies Act, 1956.

STATUTORY AUDITORS:

The Statutory Auditors, M/s. P.C. Parmar & Co., Chartered Accountants, Pune, (ICAI Firm Regn.No.107604W) who retire at the conclusion of the ensuing Annual General Meeting, are eligible for re-appointment. Since Western Maharashtra Development Corporation Limited, a Government Company, holds more than 25% of the subscribed capital of the Company, the appointment of Auditors and the payment of remuneration to them is required to be made by a Special Resolution, pursuant to Section 224-A of the Companies Act, 1956. The Shareholders are requested to appoint the Auditors and fix their remuneration.

COST AUDITORS:

The Company has appointed Shri A.P.Raman, Cost Accountant, Pune as Cost Auditor to conduct the audit of cost accounts maintained by the Company, for the financial year 2012-13, subject to the approval of Central Govt. thereto. As mandated by Circular No.15/2011 dated 11th April, 2011 issued by the Ministry of Corporate Affairs, Govt. of India, full particulars of Cost Auditor are given herein below:-

Name Shri A.P.Raman

ICWA Membership No. 837

Address Golok, Plot No.13, Sector No.28

Pradhikaran, Nigdi,

Pune - 411 044

Details of Cost Audit Report for the financial year ended 31st March, 2011

(a) Due date of filing 30th September, 2011

(b) Actual date of filing 3rd August, 2011

On behalf of the Board of Directors

Madhur Bajaj Chairman

Pune, 15th May, 2012.


Mar 31, 2010

INTRODUCTION:

The Directors present their Thirty Fifth Annual Report and Audited Statement of Accounts for the year ended 31 st March, 2010.

OPERATIONS:

Consequent to cessation of production of geared scooters from April, 2006, the manufacturing activity of the Company during the year under review was limited to manufacture of pressure die casting dies, jigs and fixtures, primarily meant for two and three-wheeler industry.

During the year under review, Income from treasury operations amounted to Rs. 1,991.92 lacs as against Rs.2,427.94 lacs during the previous year. Aggregate turnover was Rs.2,433.54 lacs as against Rs.2,698.16 lacs during the previous year.

FINANCIAL RESULTS:

(Rs. in lacs) 2009-10 2008-09

Net Sales and Other Income 2,433.54 2,698.16

Gross Profit before Interest and Depreciation 744.22 1,192.66

Interest 0.04 0.01

Depreciation 104.11 104.63

Profit before Tax 640.07 1,088.02

Provision for Taxation including

Fringe Benefit Tax - 1.30

Net Profit 640.07 1,086.72

Debit / (Credit) relating to earlier years - Taxation (201.07) (3.83)

Disposable surplus after Adjustments for earlier years 841.14 1,090.55

Provision for Proposed Dividend (inclusive of Dividend Distribution Tax) 732.97 735.40

Balance carried to General Reserve 108.18 355.15

DIVIDEND:

The Directors recommend for consideration of the shareholders at the ensuing Annual General Meeting, payment of dividend of Rs.5.50 per Equity Share (55%) on 1,14,28,568 Equity Shares of Rs.10 each for the year ended 31st March, 2010. The amount of dividend and the tax thereon aggregates toRs.732.97lacs.

Dividend paid for the year ended 31 st March, 2009 was Rs.5.50 per share (55%) amounting to Rs.735.40 lacs, inclusive of tax thereon.

RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION:

During the year under review, no expenditure has been incurred by the Company attributable to Research and Development activities.

CONSERVATION OF ENERGY:

During the year under review, the Company continued to initiate requisite steps with a view to effect savings in the consumption of power, fuel, oil, water, including maintaining power factor to Unity, use of biogas, solar heaters, recycling of treated effluent.

SAFETY, HEALTH AND ENVIRONMENT: ,

The Company has taken adequate measures to reduce noise pollution inside the factory, by use of screw compressor, reduction in the volume/timing of siren, etc. EnvironmentAudit was carried out as stipulated. The Company has formulated AIDS Policy and has displayed the same at prominent locations at the factory premises. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, while the foreign exchange earnings were nil, the outgo on that account was Rs.3.26 lacs. CASH FLOW STATEMENT:

A Cash Flow Statement for the year 2009-10 is included in the annexed Statement of Accounts. DEPOSITORY:

Shares of the Company can be held and traded in electronic form both through National Securities Depository Ltd. (NSDL) and Central Depository Services (I) Ltd. (CDSL). The companys shares are tradable compulsorily in dematerialised form only. As on 31 st March, 2010, 46,82,496 number of equity shares comprising 40.97% of total shareholding have been dematerialised. INDUSTRIAL RELATIONS:

Industrial relations continued to be cordial during the year under review.

DIRECTORS:

a) During the year under review Western Maharashtra Development Corporation Ltd. (WMDC) (i) recalled the nomination of Shri Avinash Mahatekar, who was a non- retiring Director and Shri. A.T.Shaikh, their nominee Director on the Board was made a non-retiring Director, (ii) nominated Shri. P.B.Satam as a Director, retiring by rotation.

b) Shri R.K. Nikharge holds office until the ensuing Annual General Meeting and is eligible for re-appointment.

c) Shri Jayant H. Shah and Shri Sanjiv Bajaj, retire by rotation and being eligible, offers themselves for re-appointment.

DIRECTORSRESPONSIBILITY STATEMENT:

As required by sub-section (2AA) of Section 217 of the Companies Act, 1956, the Directors confirm:

a) that in the preparation of annual accounts the applicable accounting standards have been followed.

b) that the Directors have selected such accounting policies and have applied them consistently and made judgements 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 profit of the Company for that period.

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

d) that the Directors have prepared the annual accounts on a going concern basis.

REAPPOINTMENT OF "MANAGER" UNDER THE COMPANIES ACT, 1956:

The Board of Directors, subject to the approval of shareholders, have reappointed Shri Ranjit Gupta, Chief Executive of the Company, as "Manager" under the Companies Act, 1956, for a further period of three (3) years effective from 1st April, 2010, on the terms and conditions as set out in the Resolution contained in the Notice convening the ensuing Annual General Meeting. The Directors commend the said Resolution for the approval of Shareholders. PARTICULARS OF EMPLOYEES:

Information as per sub-section (2A) of section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31st March, 2010 is annexed hereto

asAnnexure-1.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled "Corporate Governance" has been included in this Annual Report along with the section on Management Discussion and Analysis.

A certificate from the auditors of the Company regarding the Companys compliance of Corporate Governance is annexed to this Report as Annexure - 2.

AUDITORSREPORT:

The observations made in the Auditors Report, read with the relevant notes thereon are self-explanatory and hence do not call for any further comments under section 217 of the Companies Act, 1956.

AUDITORS:

The Auditors, M/s. P.C. Parmar & Co., Chartered Accountants, Pune, who retire at the conclusion of the ensuing Annual General Meeting are eligible for re-appointment. Since Western Maharashtra Development Corporation Limited, a Government Company, holds more than 25% of the subscribed capital of the Company, the appointment of Auditors and the payment of remuneration to them is required to be made by a Special Resolution, pursuant to Section 224-A of the Companies Act, 1956. The Shareholders are requested to appoint the Auditors and fix their remuneration.

Shri A.P. Raman, Cost Accountant, Pune has been appointed as cost auditor to conduct the audit of cost accounts maintained by the Company for the year ending 31st March, 2011.

Government approval for the appointment is awaited.

On behalf of the Board of Directors

Madhur Bajaj

Pune, 10th May, 2010. Chairman

 
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