Directors Report of Bajaj Steel Industries Ltd.

Mar 31, 2018

Dear Members,

The Directors are pleased to present the Fifty Sixth (57th) Annual Report of the Company, together with the Audited Financial Statements for the Financial Year ended 31st March, 2018. The report states the compliance as per the requirement of the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company. The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS ). In accordance with the notification issued by Ministry Corporate Affairs, the Company has adopted Ind AS with effect from April 1, 2017 being first Ind AS financial statement with transition date of April 1, 2016. Accordingly, figures for the financial year 2016-17, has been restated in accordance with Ind AS.

FINANCIAL RESULTS :

The Highlights of the Financial Results are as under: (Amount in Rs. Lac)

	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Net Revenue from operations	23,789	21,483	25,118	24,054
(Including Other Income) Less Expenditure	21,492	21,188	22,579	23,646
Operating profit (PBIDT)	2297	(295)	2539	408
Less : Interest	903	904	904	908
Depreciation & Amortization Expenses	566	816	586	839
Profit/loss before Tax	827	(1424)	1049	(1339)
Provision for Taxation : Current Year :	93	-	89	56
Deferred Tax :	(182)	(391)	(186)	(391)
Net Profit/Loss for the year	916	(1,033)	1,146	(1,004)
Other Comprehensive Income	(16)	91	(16)	91
Total Comprehensive Income	900	(942)	1130	(913)

DIVIDEND:

Your Directors are pleased to recommend the Equity Dividend @ 30 % i.e. Rs. 3/- per share each subject to the approval of members at ensuing Annual General Meeting for the Financial year ended 31st March 2018 . The Dividend as recommended would involve an outflow of Rs. 70,50,000/- (Rupees Seventy Lakh Fifty Thousand ) towards Dividend excluding corporate dividend tax .The dividend will be distributed to the shareholders whose names appear on the register of members as on record date

WORKING & FUTURE PROSPECTS :

During the year under review, the gross turnover of the Company increased gradually from Rs. 21,220 lakhs in 2016-17 to Rs. 23,438 lakhs representing a growth of 10.45%. The increase in turnover is attributable to the new developed products as well as to the better explorements to new markets. The profitabilities of the company has increased due to the increase in turnover including exports orders which has resulted in better allocation of fixed expenses.

MACHINERY DIVISION :

The Steel Division is concentrating in its core business of manufacturing Cotton Ginning and Pressing machineries. However, during the year under review, the demand of these products has fallen down due to continuous decrease in the cotton production. However the Company has received the export orders in the machinery division which affects and represent a growth in the form of profitabilities The continuous improvements in the product quality and enhanced sales efforts are likely to balance the performance.

ELECTRICAL DIVISION :

The Company has in place Electrical Panel Business Unit, to fulfill existing demands of Electrical Panels from Cotton Ginning Customers and to expand its horizons and to cater the open market. The Company is offering extensive range of Industrial Electrical Panels, Electrical Control Panels, ACCL Panels and Power Distribution Board and all of them with advanced technology. Further, the Company has obtained UL Certification and Authorization to apply the UL mark in its electrical panels.

INFRASTRUCTURE DIVISION :

The Company is also successfully involved in the business of Pre-Fabricated Buildings (PEB) and executed more than 250 Steel Building projects (Domestic and Export). The Company has in-house Design & Engineering Capabilities to reach new frontiers of technical excellence. It has established dedicated Engineering center & also Design & Development centers for the entire range of products and their manufacturing technologies. The Company is providing different solutions for different purposes such as Pre-Engineered Buildings, Pre-fabricated Buildings, PEB Industrial Shed, Pre-fabricated School Buildings, Prefabricated Warehouse, Structures, Agricultural Buildings, etc.

SUPERPACK DIVISION :

Shri Vinod Kumar Bajaj and Shri Ashish Bajaj are looking after the Superpack Division of the Company. Looking at the valuable experience and background of Shri Ashish Bajaj, the Board of Directors has re-appointed Shri Ashish Bajaj as CEO of Superpack Division for further period of One (1) year w.e.f. 20.03.2018, in compliance with provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 or any amendment or substitution thereof (including any statutory modification(s) or re-enactment for the time being in force) and the rules made thereunder, subject to approval of the shareholders at the ensuing Annual General Meeting. Further, Shri Ashish Bajaj, Chief Executive Officer of Superpack Division of the Company is solely responsible & liable for all the operations (including Day to Day operations), activities and all the compliances including Statutory & Labour compliances applicable to the Superpack Division of the Company from time to time and necessary forms / papers in relation thereof shall be filed with the concerned authorities.

FOREIGN SUBSIDIARY:

The Company has two Wholly Owned Foreign Subsidiary companies as under:

1) Bajaj Coneagle LLC, Alabama, USA;

2) Bajaj Steel Industries (U) Ltd., Uganda

M/s Bajaj Coneagle LLC, A Limited Liability Company having its office at Prattville, Alabama, USA with the physical presence at USA, the Company is able to tap the US & International Market of Continental Products.

M/s Bajaj Steel Industries (U) Ltd., with the help of its foreign subsidiary, the Company has successfully completed one turnkey project awarded by Cotton Development Organization for construction of cotton seed processing plant at Pader (Uganda) and further, the Company is also looking for some other profitable projects as well in Uganda.

In accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its subsidiary companies, which forms part of the Annual Report. Pursuant to provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statement of the Company s subsidiaries in Form No. AOC-1 is annexed to the financial statement of the Company. The statement also provides the details of performance and financial position of the subsidiaries of the Company

CREDIT RATING:

Your Directors are glad to inform that CRISIL has further reviewed and rated in respect of Bank facilities of the Company. The ratings are as under :

Total Bank Loan Facilities Rated	Rs.63.58 Crores
Long - Term Rating	CRISIL BBB-/ Stable (Outlook Revised from ''Negative'' and Rating Reaffirmed)
Short- Term Rating	CRISIL A3(Reaffirmed)

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return, in format MGT -9, for the Financial Year 2017- 18 has been enclosed with this report

AUDITORS AND AUDITORS REPORT :

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the auditors of the Company M/s VMSS & Associates, Chartered Accountants, Kolkata (Firm Reg. No. 328952E), were appointed in the previous Annual general Meeting of the Company by the shareholders for five years terms at the 56th Annual General meeting to hold office until the conclusion of the 61st Annual General Meeting.

As per Companies (Audit and Auditors) Amendment Rules, 2014 dated 07/05/ 2018, the provision regarding ratification of auditors at every Annual general Meeting is omitted. Further, the appointment of statutory auditor is not being ratified at the Annual general meeting of the Company, as it is no longer required. Accordingly, M/S VMSS Associates, Chartered Accountants, Kolkata Auditor of the Company will hold office till the conclusion of the 61st Annual General meeting of the Company.

The observations made by the auditors read together with the relevant notes thereon, are self explanatory and do not call any comments.

COST AUDITORS AND COST AUDIT REPORT :

Pursuant to Section 148 of the Act read with rules made thereunder, the cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited. The Board of Directors has, on recommendation of the Audit Committee, appointed M/s Rakesh Misra & Co., Cost Accountants (Firm Reg. No. 000249) to audit cost accounts of the Company for the FY 2018-19. As required under the Act, remuneration payable to the Cost Auditors is required to be placed before the Members in the general meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s Rakesh Misra & Co., Cost Accountants, is included at item no. 4 of the Notice convening the AGM. Further, the Company has received the Cost Audit Report from the Cost Auditors for the Financial Year 2018-19 and the same is being filed with the Ministry of Corporate Affairs.

SECRETARIAL AUDITOR :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Siddharth Sipani & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended March 31, 2018 is annexed herewith to this Report. The observations made by the Secretarial Auditors are self explanatory and do not call any comments.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loan, guarantee and investments covered Under Section 186 of the Companies Act, 2013 forms part of the Financial Statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no materially significant Related Party Transactions ie. transaction of material nature, that may have potential conflict with the interest of Company at large. Transactions entered with the related parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 during the Financial Year 2017-18 all transactions were in the ordinary course of business and on an arm''s length basis.

Prior approval of the Audit Committee is obtained by the Company before entering into the related party transaction as per the applicable provisions of the Companies Act, 2013 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Further, the Audit Committee had also reviewed the transactions at arm s length basis and also in the the ordinary course of business.

During the year, the Company had not entered into any contract /arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of Related Party Transactions and dealing with the related party transactions as approved by the Board may be accessed on the Company''s website www.bajajngp.com.

Particulars of contracts or arrangements with Related Parties referred in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended to the Board Report.

INDUSTRIAL RELATIONS :

Industrial relations remained cordial during the year. Employees'' competencies and skills were enhanced by exposing them to several internal and external training programs. Various measures were taken to improve motivation level of employees.

DIRECTORS :

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Vinod Kumar Bajaj retires by rotation and being eligible offers his candidature for re-appointment as a Director.

Dr. Panna Akhani ( 07081637) Woman Independent Director of the Company has resigned from the office of the directorship of the company w.e.f 16.07.2018, due to personal reasons. The Directors wish to record their gratitude and appreciation for the wise counseling and contributions by Dr Panna Akhani during his tenure as the Director of the Company.

Apart from the above, there is no change with regards to the Directorship of the Company.

DECLARATION BY INDEPENDENT DIRECTORS :

The Company has received necessary declarations from all the Independent Directors of the Company Under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (LODR), Regulations, 2015.

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors has carried out annual performance evaluation of its own performance, its committees and all directors of the Company as per the guidance notes dated January 5, 2017 issued by the SEBI in this regard. The Nomination and Remuneration Committee has also reviewed the performance of Board, Committee and all directors of the Company as required under the Companies Act, 2013 and the Listing Regulations.

i. Criteria for evaluation of Board

Criteria for evaluation of Board broadly covers the competency, experience, qualification of the Director, diversity of the Board, meeting procedures, strategy, management relations, succession planning, functions, duties, conflict of interest, grievance redressal, corporate culture and values, governance and compliance, evaluation of risks etc.

ii. Criteria for evaluation of Committee

Criteria for evaluation of Committee cover mandate and composition, effectiveness, structure and meetings, independence of the committee from Board and contribution to decisions of the Board.

iii. Criteria for evaluation of Directors

These broadly cover qualification, experience, knowledge and competency, ability to function as a team, initiative, attendance, commitment, contribution, integrity, independence, leadership participation at meetings, knowledge & skill, personal attributes, leadership, impartiality etc.

The Board of Directors expressed their satisfaction with the evaluation process.

CORPORATE GOVERNANCE :

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by SEBI.

The Company has also implemented several best Corporate Governance Practices. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As required under Section 135 of the Companies Act and the rules made thereunder, the annual report on Corporate Social Responsibility containing details about composition of the Committee, CSR activities, amount spent / unspent during the year, reasons and other details is enclosed. The provisions for corporate social responsibility ( CSR ) under the Companies Act, 2013 are not applicable to the company for the current financial year.

AUDIT COMMITTEE:

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit committee of the Board consist of Shri Deepak Batra, Chartered Accountant, Shri Rajiv Ranka, Shri Alok Goenka & Shri Mohan Agrawal as a practice of good Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE :

In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Nomination & Remuneration Committee of the Board consist of Shri Deepak Batra, Chartered Accountant, Shri Rajiv Ranka and Shri Alok Goenka as a practice of good Corporate Governance.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics comprising Senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or letter. The Policy on vigil mechanism may be accessed on the Company''s website at www.bajajngp.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT 2013: PROHIBITION & REDRESSAL), ACT 2013 :

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention of Sexual Harassment of Women at workplace. An internal complaints committee has been set up to receive complaints, investigate the matter and report to the management for redressal of complaints of Sexual Harassment.

During the year, no complaints were received by the committee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A Management & Discussion Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

GOODS AND SERVICE TAX

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide stimulus to the business and contribute to the Honble Prime Minister s mission of Make in India . Your Company has successfully implemented and migrated to GST with effect from July 01, 2017 and changes across IT systems and operations have been made keeping in mind the sweeping changes that GST has brought in.

MEETINGS OF THE BOARD :

The Board of Directors met Five (5) times during the Financial Year 2017-18, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS / SHARES TO INVESTOR EDUCATION & PROTECTION FUND:

Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF). The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 27^th September, 2017 (date of the last Annual General Meeting) on the website of the Company www.bajajngp.com.

Further, Section 124(6) of the Act requires that all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall also be transferred to IEPF Authority. The Company is accordingly taking appropriate steps with regard to transfer of such shares in accordance with the Rules and in line with the necessary guidelines being issued by MCA in this regard.

CONSERVATION OF ENERGY :

The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumption of energy is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy as far as possible.

TECHNOLOGY ABSORPTION :

The technological developments on Ginning & Pressing Machinery has acted as an driving force in structural shift from old outdated to more productive advance machinery. The technology used by the Company is updated as a continuous exercise. The Company recognizes that focused initiative on the development of new products would form the backbone of the Company''s future business performance and profitability. Keeping this in view, the Company has increased its efforts in terms of development of new products. At present, the Company is working on various products under the able leadership of Dr. M.K. Sharma, Whole Time Director. The Research and Development is a continuous phenomenon in the Company and due to which the Company is able to launch successfully various new products to trap the market throughout the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Details of foreign exchange earnings through exports and foreign exchange outgo on account of imports, expenditure on Traveling and other matters etc. are shown in the Notes No.37 to the Financial Statement. respectively of Notes on Accounts. To avoid repetition, the members are requested to refer to these Notes.

LISTING OF SHARES :

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd and the Calcutta Stock Exchange Limited. The Company has paid annual listing fees of the Stock Exchanges for the financial year 2017- 2018. There are no trading of Company''s shares at Calcutta Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, your Directors hereby state and confirm that:

- In the preparation of Annual Accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures and in compliance with the laws.

- They 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 profit and loss of the Company for that period.

- They have taken proper and sufficient care toward 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.

- They have been prepared on a going concern basis.

- They have laid down internal financial controls, which are adequate and are operating effectively.

- They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company s operations in future.

GENERAL :

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 :

- Details relating to Deposits covered Under Clause V of the Act;

- Issue of Equity Shares with differential rights as to Dividend, Voting or otherwise

- Issue of Shares (including Sweat Equity Shares) to Employees of the Company receive any scheme save and except ESOS referred to in this Report ;

CAUTIONARY STATEMENT:

Certain Statements in the Directors Report and in the Management Discussion & Analysis describing the Company s objectives, estimates and expectations may be forward looking statements within the meaning of applicable Securities Laws and Regulations. Actual results could differ substantially from those expressed or implied.

ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the efficient and loyal services rendered by each and every workers, staff and officers without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

Your Directors also wish to place on record their deep sense of appreciation for the valued support & cooperation by dealers, suppliers, bankers, financial institutions and all other stakeholders of the Company and look forward to their continued association with the Company. The Company will make every effort to meet the aspirations of its Shareholders.

PLACE : NAGPUR FOR AND ON BEHALF OF THE BOARD

DATE: 11.08.2018 FOR BAJAJ STEEL INDUSTRIES LIMITED

ROHIT BAJAJ

CHAIRMAN & MANAGING DIRECTOR

DIN NO.: 00511745

---

Mar 31, 2016

DIRECTORS'' REPORT Dear Members,

The Directors are pleased to present the 55^th Annual Report and the Audited Accounts of the Company for the Financial Year ended 31^st March, 2016.

The Highlights of the Financial performance for the year under review are as below :

FINANCIAL RESULTS : (Amount in Rs,)

	31.\03.2016	31.03.2015
SALES AND OTTHER INCOME	2,88,64,29,520	3,38,86,06,656
Profit / loss before : Interest Depreciation Less: Interest	17.20,13,036 8,71,66,004	24.77.44,185 8,54,33,342
Depreciation	11,24,83,386	12,44,99,390
Depreciation	11,24,83,386	3,78,11,453
Add ; Extra Ordinary Item	(-)	(-)
Profit Before Tax	(2,76,36,354	3,78,11,453
Provision for Taxation
Current Year 26,76,128 Deferred Tax (1,13,84,000)	3,56,98,157 (1,51,50,322)
Tax For Earlier
Year Adjustment	(87,07,872)	1,75,47,833
Net Profit	(1,89,28,481)	2,02,63,619
Add: Balance Brought Forward previous, year	1,97,10,073	2,94,72,437
Less : Appropriations Proposed Divided Corporate Divided Tax	7,81,592 --------- ---------	4.97,36,056 94.00,000 19.13,650
Transfer to General Reserve	(1,00,00,000)	1,50,00,000
Depreciation Adjustment as per Companies Act,2013 Balance Carried Forward to	---------------	37,12,333
	1,07,81,592	4,9736,056
Balance Sheet	7,81,592	4,97,36,056

DIVIDEND :

In view of losses during the Financial Year 2015-16, the Board of Directors of the Company was unable to recommend any Dividend on the Equity Shares of the Company

WORKING & FUTURE PROSPECTS :

During the year under review, the turnover of the Company decreased from to Rs,338.86 Crores in 2014-15 to Rs, 288.64 crores representing a decline of 14.82 % , this was due to the cotton crop was very low in the country which has also effected the Profitability of the Company. The Board of Directors are trying their best to improve the performance of the Company .Further, the Company has expanded its business to various new multipurpose engineered products and has started various new divisions for the Multi-engineered products.

During the year under review the B logo of the Company got registered under class 7 of the Trade Mark Act, 1999, in respect of the Machine and Machine tools, motors and engines (except for land vehicles), machine coupling and transmission components (except for land vehicles), agricultural implements other than hand operated.

The working of the Divisions of the Company are as under :

MACHINERY DIVISION :

The Steel Division is concentrating in its core business of manufacturing Cotton Ginning and Pressing machineries which has a great potential to expand, considering the increasing cotton cultivation in India & abroad.

ELECTRICAL DIVISION :

The Company started its Electrical Panel Business Unit to fulfill existing demands of Electrical Panels from Cotton Ginning Customers and to expand its horizons and to cater the open market. The primary activities undertaken are Electrical Consultancy, Panel Manufacturing, Contracting (through outsourced team of professionals) & Electrical Trade. Further, the Company has obtained UL Certification and Authorization to apply the UL mark in its electrical panels. Further, the Company is now engaged in establishing a trade network across the Central India not only to route general panels but also the products of Companies with which it has tie-ups at an international level such as Changeover switches, Auto Transfer Switches, Digital Multi Meters, Special Relays etc.

INFRASTRUCTURE DIVISION :

The Company is also successfully involved in the business of Pre-Fabricated Buildings (PEB) and executed more than 250 Steel Building projects (Domestic and Export). The Company has in-house Design & Engineering Capabilities to reach new frontiers of technical excellence. It has established dedicated Engineering center & also Design & Development centers for the entire range of products and their manufacturing technologies.

SUPERPACK DIVISION :

The sale / disposal of the Superpack Division is expected to complete at the earliest. However, out of the total turnover of the Company, the gross turnover of the Superpack Division during the year under review decreased from Rs, 141.94 crores in 2014-15 to Rs,102.07 crores during the Financial Year 2015-16.

Shri Vinod Kumar Bajaj and Shri Ashish Bajaj are looking after the Superpack Division of the Company. Looking at the valuable experience and background of Shri Ashish Bajaj, the Board of Directors has re-appointed Shri Ashish Bajaj as CEO of Superpack Division for further period of One (1) year w.e.f. 20.03.2016, in compliance with provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 or any amendment or substitution thereof (including any statutory modification(s) or re-enactment for the time being in force) and the rules made there under, subject to approval of the shareholders at the ensuing Annual General Meeting. Further, Shri Ashish Bajaj, Chief Executive Officer of Superpack Division of the Company is solely responsible & liable for all the operations (including Day to Day operations), activities and all the compliances including Statutory & Labour compliances applicable to the Superpack Division of the Company from time to time and necessary forms / papers in relation thereof shall be filed with the concerned authorities.

FOREIGN SUBSIDIARY:

During the year under review, the Cotton Development Organization (CDO), Kampala, Uganda had awarded contract for construction of a cotton seed processing plant at (Phase-1) at Lapul Sub-county, (Near Pajule-Kitgum Road) District-Pader Uganda to the Company. Subsequently, for the better execution / completion of the aforesaid Project at Uganda, M/s Bajaj Steel Industries Limited had incorporated its Subsidiary Company M/s Bajaj Steel Industries (U) Limited as a separate legal to carry out the activities of payment collection, facilitation and liaising with the CDO and the contractors/ sub-contractors of the Company in Uganda in relation to the Construction Contract awarded by the CDO.

Apart from the above the Company has its 100% Foreign Subsidiary namely M/s BAJAJ CONEAGLE LLC, A Limited Liability Company having its office at Prattville, Alabama, USA. With the physical presence at USA, the Company is able to tap the US & International Market of Continental Products.

CREDIT RATING:

Your Directors are glad to inform that CRISIL has further reviewed and rated in respect of Bank facilities of the Company. The ratings are as under :

Total Bank Loan Facilities Rated	Rs, 82.00 Crores
Long - Term Rating	CRISIL A- /Negative (Downgraded from CRISIL A/Stable)
Short- Term Rating	CRISIL A2 (Downgraded from CRISIL A1)

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return, in format MGT -9, for the Financial Year 2015- 16 has been enclosed with this report.

AUDITORS AND AUDITORS REPORT :

M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letters from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for the re-appointment.

The observations made by the auditors read together with the relevant notes thereon, are self-explanatory and do not call any comments.

COST AUDITORS AND COST AUDIT REPORT :

M/s Rakesh Mishra & Co, Cost Accountants, was appointed as Cost Auditors of the Company to conduct the audit of Cost Accounts maintained by the Company. The Company has received the Cost Audit Report from the Cost Auditor for the Financial Year 2015-16 and the same is being filed with the Ministry of Corporate Affairs in terms of the provisions of the Companies Act, 2013.

SECRETARIAL AUDITOR :

The Board of Directors of the Company has appointed M/s. Siddharth Sipani & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2015 16. The Secretarial Audit Report for the Financial Year ended March 31, 2016 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse mark.

INTERNAL FINANCIAL CONTROLS :

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loan, guarantee and investments covered Under Section 186 of the Companies Act, 2013 forms part of the Financial Statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS :

There were no materially significant Related Party Transactions if. transaction of material nature, that may have potential conflict with the interest of Company at large. Transactions entered with the related parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 during the Financial Year 2015-16 all transactions were in the ordinary course of business and on an arm''s length basis.

Prior approval of the Audit Committee is obtained by the Company before entering into the related party transaction as per the applicable provisions of the Companies Act, 2013 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Further, the Audit Committee had also reviewed the transactions at arm s length basis and also in the ordinary course of business.

During the year, the Company had not entered into any contract /arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of Related Party Transactions and dealing with the related party transactions as approved by the Board may be accessed on the Company''s website www.bajajngp.com.

Particulars of contracts or arrangements with Related Parties referred in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended to the Board Report.

INDUSTRIAL RELATIONS :

Industrial relations remained cordial during the year. Employees'' competencies and skills were enhanced by exposing them to several internal and external training programs. Various measures were taken to improve motivation level of employees.

DIRECTORS :

During the year under review, Shri Rajkumar Lohia (DIN 00203659) , Independent Director of the Company relieved from the office of the Directorship of the Company w.e.f. 29.08.2015 due to extensive travels and other pressing business engagements.

Furture, Shri Kamal Kishor Kela (DIN 00509008) resigned office of the Directorship of the Company w.e.f. 24.05.2016, due to old age and apart from that, there is no change with regards to the Directorship of the Company.

DECLARATION BY INDEPENDENT DIRECTORS :

The Company has received necessary declarations from all the Independent Directors of the Company Under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

BOARD EVALUATION :

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the applicable provision of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by SEBI( Listing Obligations and Disclosure Requirements) Regulations 2015.

CORPORATE GOVERNANCE :

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by SEBI. The Company has also implemented several best Corporate Governance Practices. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has voluntarily undertaken various initiatives in the area of Corporate Social Responsibility (CSR). In terms of the requirements of Section 135 of the Companies Act, 2013 read with the CSR Rules, 2014, the Company has set up a Board Level CSR Committee to look after the CSR initiatives of the Company. The Committee is headed by Mr. Deepak Batra as Chairperson with Mr. Rajiv Ranka and Mr. Alok Goenka as Members. The Composition of the CSR Committee is in accordance with Section 135 of the Companies Act, 2013

The Company always contributes to the social and economic development and actively participate in various philanthropic programmes such as promoting education and women empowerment, eradicating poverty, promoting environmental sustainability. The Company has also framed the CSR Policy and strategy that will guide and govern the Company s activities. The CSR initiatives/ projects undertaken by the Company are largely in accordance with Schedule VII of the Companies Act, 2013.

During the year under review the Company had join hands for a noble venture with Women s Education Society (W.E.S.), to provide assistance in construction of building for an upcoming school named as "Heritage Public School, Seminary Hills, Nagpur" that would cater the needs of the children from all sections of the Society by having education there and would uplift the status of the girl child in our society by providing them quality education of the highest standards.

The Report on CSR activities undertaken by the Company is attached with this Annual Report forms an integral part of this Report. Details of the CSR Policy and initiatives adopted by the Company on CSR are available on the Company s Website at www.bajajngp.com

AUDIT COMMITTEE:

In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules , 2014, the Audit committee of the Board consist of Shri Deepak Batra, Chartered Accountant, Shri Rajiv Ranka and Shri Alok Goenka as a practice of good Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION & REMUNERATION COMMITTEE :

In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules , 2014, the Nomination & Remuneration Committee of the Board consist of Shri Deepak Batra, Chartered Accountant, Shri Rajiv Ranka and Shri Alok Goenka as a practice of good Corporate Governance.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics comprising Senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or letter. The Policy on vigil mechanism may be accessed on the Company''s website at www.bajajngp.com.

''INTERNAL COMPLAINTS COMMITTEE'' UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL), ACT 2013 :

The Company has in place a Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace and in Internal Complaints Committee (ICC) has been constituted thereunder. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A Management & Discussion Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report.

MEETINGS OF THE BOARD :

The Board of Directors met Four (4) times during the Financial Year 2015-16 , the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

The Dividends declared by the Company which remain unpaid / unclaimed for a period of Seven (7) years are required to transfer to the Investor Education & Protection Fund (IEPF) established by the Central Government pursuant to Section 124(5) of the Companies Act, 2013. The Members are requested to claim their unpaid / unclaimed Dividend, if any, declares and paid for the financial year 2008-09, 2009-10, 2010-11, 2011-12, 2012-13, 2013 14 & 2014 15.

The unpaid/unclaimed balance of year 2008 - 09 would be transferred to the Investor Education and Protection Fund Account in the current Financial Year by the Company. Members who have neither received nor encased their Dividend Warrant(s) for the financial year 2008-09 to 2014-15, are requested to write to the Company, mentioning their Folio No. / DP ID & Client ID, for issuance of duplicate/ revalidated dividend warrant (s).

CONSERVATION OF ENERGY :

The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumption of energy is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy as far as possible.

TECHNOLOGY ABSORPTION :

The technological developments on Ginning & Pressing Machinery has acted as an driving force in structural shift from old outdated to more productive advance machinery. The technology used by the Company is updated as a continuous exercise. The Company recognizes that focused initiative on the development of new products would form the backbone of the Company''s future business performance and profitability. Keeping this in view, the Company has increased its efforts in terms of development of new products. At present, the Company is working on various products under the table leadership of Shri Sunil Bajaj, Executive Director. Research and Development is a continuous phenomenon in the Company and due to which the Company is able to launch successfully various new products to trap the market throughout the year.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Details of foreign exchange earnings through exports and foreign exchange outgo on account of imports, expenditure on Traveling and other matters etc. are shown in the Notes No.13 (b) & 13 (c) respectively of Notes on Accounts. To avoid repetition, the members are requested to refer to these Notes.

LISTING OF SHARES :

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd, Delhi Stock Exchange Limited and the Calcutta Stock Exchange Limited. The Company has paid annual listing fees of the Stock Exchanges for the financial year

2015- 2016. There are no trading of Company''s shares at Delhi Stock Exchange and the Calcutta Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP). GAAP comprises mandatory Accounting Standards as prescribed Under Section 133 of the Companies Act , 2013 (''the Act''), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act(to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed Accounting Standards in the adoption of these standards. The Directors confirm that:

In the preparation of Annual Accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures and in compliance with the laws.

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 profit and loss of the Company for that period.

The Directors have taken proper and sufficient care toward 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.

The Annual Accounts have been prepared on a going concern basis.

The Directors have laid down internal financial controls, which are adequate and are operating effectively.

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

GENERAL :

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 :

Details relating to Deposits covered Under Clause V of the Act; Issue of Equity Shares with differential rights as to Dividend, Voting or otherwise ;

Issue of Shares (including Sweat Equity Shares) to Employees of the Company receive any scheme save and except ESOS referred to in this Report ;

No significant or material orders were passed by the Regulators or Court or Tribunals which impact the going concern status and Company''s operations in future.

CAUTIONARY STATEMENT:

Certain Statements in the Directors Report and in the Management Discussion & Analysis describing the Company s objectives, estimates and expectations may be forward looking statements within the meaning of applicable Securities Laws and Regulations. Actual results could differ substantially from those expressed or implied.

ACKNOWLEDGEMENT:

The Directors are grateful to the Bankers and Financial Institutions for their continued support, co-operation and assistance during the year. The Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year.

FOR AND ON BEHALF OF THE BOARD

FOR BAJAJ STEEL INDUSTRIES LIMITED

PLACE : NAGPUR

^{DATED : 27}.°⁷.²⁰¹⁶ ROHIT BAJAJ

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 53rd Annual Report and the Audited Accounts of the Company for the Financial Year ended 31st March, 2014. The New Companies Act, 2013 has been passed which replaced the Companies Act, 1956 and since this Report as to Financial year that commenced prior to 1st April, 2014, the contents therein are governed by the relevant provisions / schedules / rules of the Companies Act, 1956, in compliance with the General Circular No 08/2014 dated 4th April, 2014 issued by the Ministry of Corporate Affairs, Government of India, New Delhi.

The Highlights of the Financial performance for the year under review are as below:

FINANCIAL RESULTS : (In Rs.)

31.03.2014 31.03.2013

SALES AND OTHER INCOME 4,11,44,65,108 2,88,59,81,619

Profitbeforelnterest&Depreciation 34,79,76,297 17,89,69,137

Less: Interest 7,09,16,187 6,61,28,559

Depreciation 8,83,27,927 5,91,77,574

18.87,32,183 5,36,63,004

Add : Extra Ordinary Item

Profit Before Tax (-) (-)

18,87,32,183 5,36,63,004

Provision for Taxation :

Current Year : 6,54,93,000 1,69,19,866

Deferred Tax : 5,13,000 (58,61,000)

Tax for Earlier : - -

Year/ Adjustment :

6,60,06,000 1,10,58,866

Net Profit 12,27,26,183 4,26,04,138

Add : Balance Brought Forward from previous year

1,77,43,784 1,83,33,332

14,04,69,967 6,09,37,470

Less : Appropriations :

Proposed Dividend 94,00,000 70,50,000

Corporate Dividend Tax 15,97,530 11,43,686

Transfer to General Reserve 10,00,00,000 3,50,00,000 Balance Carried Forward to

Balance Sheet 2,94,72,437 1,77,43,784

14,04,69,967 6,09,37,470

DIVIDEND:

Your Directors are pleased to recommend the Equity Dividend @ 40% i.e. Rs. 4/- per share. The Dividend as recommended would involve an outflow of Rs. 94,00,000/- (Rupees Ninety Four Lacs only) towards Dividend and Rs. 15,97,530/- (Rupees Fifteen Lacs Ninety Seven Thousand Five Hundred and Thirty only) towards Corporate Dividend Tax, resulting in a total outflow of Rs. 1,09,97,530/- (Rupees One Crore Nine Lacs Ninety Seven Thousand Five Hundred and Thirty only). The dividend will be distributed to the members whose names appear on the register of members as on record date.

WORKING & FUTURE PROSPECTS :

During the year under review, the turnover of the Company increased gradually from Rs. 285.23 crores in 2012-13 to Rs. 406.94 Crores in 2013-14 representing a growth of 42.67%. The increase in turnover is attributable to the new developed products as well as to explore the new markets. The profitability of the Company has also been increased from Rs. 4.26 Crores in 2012-13 to Rs. 12.27 Crores in 2013-14.

The working of both the Divisions of the Company is given as below:

STEEL DIVISION :

The Steel Division is concentrating in its core business of manufacturing Cotton ginning and Pressing machineries which has a great potential to expand, considering the increasing cotton cultivation in India & abroad. The Company had successfully launched few new products like Cotton Delinting Machines and Decorticating Machines, Pre-fabricated Industrial Sheds etc.

PLASTIC DIVISION (SUPERPACK):

The sale/ disposal of the Superpack Division is expected to complete at the earliest. However, the performance of the unit has improved during the year achieving the Gross Turnover of Rs. 129.38 Crores in 2013-14 against Rs. 112.96 Crores during the Financial Year 2012-13.

Shri Vinod Kumar Bajaj and Shri Ashish Bajaj are looking after the Superpack Division of the Company. Looking at the valuable experience and background of Shri Ashish Bajaj, the Board of Directors has re-appointed Shri Ashish Bajaj for further period of One (1) year w.e.f. 20.03.2014, in compliance with Section 314(1B) of the Companies Act, 1956 read with Director''s Relative (Office or Place of Profit), Rules, 2011 subject to approval of the members at the ensuing AGM. Further, Shri Ashish Bajaj, Chief Executive Officer of Superpack Division of the Company is solely responsible & liable for all the operations (including Day to Day operations), activities and all the compliances including Statutory & Labour compliances applicable to the Superpack Division of the Company from time to time and necessary forms /papers in relation thereof shall be filed with the concerned authorities.

FOREIGN SUBSIDIARY :

During the year 2012-13, the Company had incorporated its 100% Foreign Subsidiary namely M/s BAJAJ CONEAGLE LLC, A Limited Liability Company having its office at Prattville, Alabama, USA. With the physical presence at USA, the Company is able to tap the US & International Market of Continental Products.

CREDIT RATING:

Your Directors are glad to inform that CRSIL has further reviewed and rated in respect of Bank facilities of the Company. The ratings are as under:

Total Bank Loan Facilities Rated Rs. 82.00 Crores

Long - Term Rating CRISILA/Stable (Reaffirmed)

Short-Term Rating CRISILA1 (Reaffirmed)

AUDITORS AND AUDITORS'' REPORT:

M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from all of them to the effect that their re-appointment, if made would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for the re-appointment.

The observations made by the auditors read together with the relevant notes thereon, are self- explanatory and do not call any comments.

COST AUDITORS AND COST AUDIT REPORT :

M/s Rakesh Mishra & Co, Cost Accountants, was appointed as Cost Auditors of the Company to conduct the audit of cost Accounts maintained by the Company. The Company has received the Cost Audit Report dated 07.08.2014 from the Cost Auditor for the Financial Year 2013-14 and the same is being filed with the Ministry of Corporate Affairs in terms of the provisions of the Companies Act, 1956.

PUBLIC DEPOSITS :

The total public deposits as on 31st March, 2014 amounted to Rs. 2, 83,000/- (Rupees Two Lacs Eighty Three Thousand only) and the same has repaid in the current financial year. As on date, there is no deposit lying due, unpaid and unclaimed with the Company. The Company has also filed necessary returns with MCA.

INDUSTRIAL RELATIONS :

Industrial relations remained cordial during the year. Employees'' competencies and skills were enhanced by exposing them to several internal and external training programs. Various measures were taken to improve motivation level of employees.

DIRECTORS :

In view of the provisions of the Companies Act, 2013 (''Act'') Shri Vinod Kumar Bajaj (DIN 00519541) has now become retiring Director and retires from the Board by rotation this year and being eligible, offers himself for re-appointment. The information as required to be disclosed under Clause 49 of the Listing Agreement in case of re-appointment of Directors is provided in the Notice of the ensuing Annual General Meeting.

Pursuant to Section 149(4) of the said Act, every listed company is required to appoint at least one third of its Directors as Independent Directors. The Board already has more than half of its Directors in the category of Independent Directors in terms of the provisions of Clause 49 of the Listing Agreement. Further, as per Section 149(10) & (11) of the Act, an Independent Director shall hold office for a term upto five consecutive years on the Board and shall not hold office in the Company for more than two consecutive Terms of five years each. However, any tenure of existing independent Director on the date of commencement of the Act shall not be counted as a term under those sub-sections.

In view of the same, it becomes necessary to appoint & fix the term of existing Independent Directors of the Company in accordance with Section 149 of the Act and therefore, the Board, in its meeting held on 7th August, 2014 appointed existing Independent Directors under Clause 49 as ''Independent Directors'' pursuant to provisions of the said Act, subject to approval of shareholders. As required under the said Act and the rules made there under, the same is now put up for approval of the members at the ensuring AGM. Necessary details have been annexed to the notice of the Meeting in terms of Section 102 of the said Act. The Independent Directors have submitted the Declaration of Independence, as required under Section 149(6) of the Act, declaring that they meet the criteria of Independence.

Further, the Board has re-appointed Shri Rohit Bajaj as Chairman & Managing Director of the Company and Shri Sunil Bajaj as a Executive Directors at their meeting held on 29th May, 2014 for a period of five years with effect from 1st July, 2014 whose period of office were expiring on 30th June, 2014. The re-appointment shall be subject to approval of the members of the Company at ensuing AGM. The Board has recommended the re-appointment at the ensuing AGM.

CORPORATE GOVERNANCE :

Your Directors wish to inform you that your Company is committed to achieve the standards of Corporate Governance and continue to lay emphasis on the same. Disclosures required to made under the heading ''Corporate Governance'' Under Clause (IV)sub-Clause (E) of Clause 49 of the Listing agreement are made herein below:

i) The Company does not pay any remuneration to it''s Non-Executive Director. The elements of remuneration package payable to Shri Rohit Bajaj, Managing Director and Shri Sunil Bajaj, Executive Director are detailed out in the Corporate Governance Report which has been part of this Annual Report.

ii) Various components of remuneration payable to Shri Rohit Bajaj, Managing Director and Shri Sunil Bajaj, Executive Director are detailed out in the Corporate Governance Report which has been a part of this Annual Report.

iii) No stock options are offered by the Company.

A separate report on Corporate Governance is provided in this Annual Report together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement. A Certificate of the CEO/MD & CFO of the Company in terms of sub-clause (v) of Clause 49 of the Listing Agreement, interalia confirming the correctness of the financial Statements, adequacy of the internal control measures and reporting of matters to the Audit committee is also annexed. All Board members and Senior management personnel have affirmed compliance with the code of conduct for the year2013-14.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

During the year under review, pursuant to Section 135 of the Companies Act, 2013 the Company has constituted the Corporate Social Responsibility (CSR) committee under the Chairmanship of Shri Deepak Batra, Chartered Accountant, an Independent Director of the Company and consisting of other Independent Directors viz. Shri Rajiv Ranka and Shri Alok Goenka.

AUDIT COMMITTEE:

The Audit committee of the Board is under Chairmanship of Shri Deepak Batra, Chartered Accountant, who is an independent Director of the Company and consisting of other independent Directors viz. Shri Rajiv Ranka and Shri Alok Goenka as a practice of good Corporate Governance.

COMMITTEES IN TERMS OF COMPANIES ACT 2013 & REVISED CLAUSE 49 - CORPORATE GOVERNANCE OF THE LISTING AGREEEMENT:

The Company has already constituted the Remuneration & Shareholder / Investor Grievance& Share Transfer Committee in terms of Clause 49 of the Listing Agreement. Pursuant to Section 178 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Board at their Meeting held on 29th May, 2014, has re-designated & constituted the ''Nomination & Remuneration Committee'', Stakeholders Relationship Committee / Shareholder / Investors Grievance Committee and Share Transfer Committee in terms of Section 178 of the Act and Revised Clause 49 of the Listing Agreement.

With the re-designation/constitution of the Committees as stated above, the Company has all the committees in terms of Companies Act, 2013 and Revised Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

A Management & Discussion Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report

PARTICULARS OF EMPLOYEES :

As per Annexure attached with this Report.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

The Dividends declared by the Company which remain unpaid / unclaimed for a period of Seven (7) years are required to transferred to the Investor Education & Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956. The Members are requested to claim their unpaid / unclaimed Dividend, if any, declares and paid for the financial years 2006-07, 2007-08, 2008-09, 2009-10, 2010-11, 2011-12 & 2012-13.

The Company has already transferred unpaid / unclaimed balance for the year 2005-06 to Investor Education & Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956. Further, the unpaid/unclaimed balance of year 2006-07 would be transferred to the Investor Education and Protection Fund Account in the current Financial Year by the Company.

CONSERVATION OF ENERGY :

The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumption of energy is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy as far as possible. Further, the details of Rule 2(A)(d) of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

TECHNOLOGY ABSORPTION :

The technological developments on Ginning & Pressing Machinery has acted as an driving force in structural shift from old outdated to more productive advance machinery. The technology used by the Company is updated as a continuous exercise. The Company recognizes that focused initiative on the development of new products would form the backbone of the Company''s future business performance and profitability. Keeping this in view, the Company has increased its efforts in terms of development of new products. At present, the Company is working on various products under the able leadership of Shri Sunil Bajaj, Executive Director. Research and Development is a continuous phenomenon in the Company and due to which the Company is able to launch successfully various new products to trap the market throughout the year.

LISTING OF SHARES :

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd, Delhi Stock Exchange Limited and the Calcutta Stock Exchange Limited. The Company has paid annual listing fees of the Stock Exchanges for the financial year 2013- 2014. There are no trading of Company''s shares at Delhi Stock Exchange and the Calcutta Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT :

As per provision of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that :

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures and in compliance with the laws.

b) The accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and the Profit and Loss Account of the Company for the period.

c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Annual Accounts have been prepared on agoing concern basis.

ACKNOWLEDGEMENT :

The Directors are grateful to the Bankers and Financial Institutions for their continued support, co- operation and assistance during the year. The Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year.

FOR AND ON BEHALF OF THE BOARD FOR BAJAJ STEEL INDUSTRIES LIMITED

DATED : 07.08.2014 ROHIT BAJAJ PLACE : NAGPUR CHAIRMAN & MANAGING DIRECTOR

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Mar 31, 2012

The Directors of the Company are please to present their Fifty First Annual Report on the affairs of the Company together with the Audited Accounts for the year ended 31st March, 2012.

The Highlights of the Financial performance for the year under review are as below :

FINANCIAL RESULTS :

(In Rupees)

31.03.2012 31.03.2011

SALES AND OTHER 3,16,45,25,756 2,06,02,23,037

INCOME

Profit before Interest & 24,05,64,249 14,21,53,915 Depreciation

Less : Interest 6,92,73,631 5,89,74,317

Depreciation 6,54,58,923 5,72,95,421

10,58,31,695 2,58,87,177

Add : Extra Ordinary Item (-) (-)

Profit before Tax 10,58,31,695 2,58,87,177

Provision for Taxation :

Current Year : 4,16,06,000 1,27,16,593

Deferred Tax : (72,88,000) (20,30,000)

Tax for Earlier : - 1,06,23,894

year/Adjustment 3,43,18,000 2,13,10,487

Net Profit 7,15,13,695 45,76,690

Add : Balance Brought Forward from previous year 2,50,13,323 3,58,99,091

9.65.27.018 4,04,75,781

Less : Appropriations :

Proposed Dividend 70,50,000 47,00,000

Corporate Dividend Tax 11,43,686 7,62,458

Transfer to General Reserve 7,00,00,000 1,00,00,000

Balance Carried Forward to 1,83,33,332 2,50,13,323

Balance Sheet

9.65.27.018 4,04,75,781

DIVIDEND :

Your Directors are pleased to recommend a Equity Dividend of Rs 3/- per share. The Dividend as recommended would involve an outflow of Rs 70,50,000/- (Rupees Seventy Lacs Fifty Thousand only) towards Dividend and Rs 11,43,686/- (Rupees Eleven Lacs Forty Three Thousand Six Hundred and Eighty Six only) towards Corporate Dividend Tax, resulting in a total outflow of Rs 81,93,686/- (Rupees Eighty One Lacs Ninety Three Thousand Six Hundred and Eighty Six only). The dividend will be distributed to the members whose names appear on the register of members as on record date.

WORKING & FUTURE PROSPECTS :

During the year under review, the gross turnover of the Company increased gradually from Rs 206.02 crores in 2010 -11 to Rs 316.45 crores in 2011 -2012 representing a growth of 53.60 % .The increase in turnover is attributable to the new developed products as well as to the better explorements to new markets The profit after tax has also been increased from Rs 0.46 crores in 2010 - 11 to Rs 7.15 crores in 2011- 12. The profitability of the Company has increased due to the increase in turnover which has resulted in better allocation of Fixed Expenses

The working of both the division of the Company is given as below:

- STEEL DIVISION:

The Steel Division is concentrating in its core business of manufacturing Cotton ginning and Pressing machineries which has a great potential to expand, considering the increasing cotton cultivation in India & abroad. The Company had successfully launched few new products like Cotton Delinting Machines and Decorticating Machines, Pre- fabricated Industrial Sheds etc.

- PLASTIC DIVISION (SUPERPACK) :

The sale / disposal of the Superpack Division is expected to complete at the earliest . However the performance of the unit has improved during the year achieving the gross turnover of Rs 100.00 crores.

Shri Vinod Kumar Bajaj and Shri Ashish Bajaj are looking at the Superpack Division of the Company. Looking at the valuable experience and background of Shri Ashish Bajaj, the Board of Directors vide circular resolution further re-appointed Shri Ashish Bajaj for period of One (1) year w.e.f. 20.03.2012, in compliance with Section 314(1B) of the Companies Act, 1956 read with Director's Relative (Office or Place of Profit), Rules, 2011, subject to the approval of members /shareholders at the ensuing annual general meeting of the Company.

Further, Shri Ashish Bajaj Chief Executive Officer of Superpack Division of the Company is solely responsible for the operations (including Day to Day operations), activities and all the compliances including statutory compliances of Superpack Division of the Company

TECHNICAL COLLABORATIONS :

The Company has the following Technical Collaborations to manufacture the Cotton Processing Machines:

Sr No. Name of the Products Name of the Collaborators

1. Ginning & Pressing Machines Central Institute for Research on Cotton Technology (CIRCOT), ICAR, Govt of India, Mumbai

2. Humidification System Samuel Jackson Inc, USA

* During the Financial year 2011-12, the Company has took over the Business of Continental Eagle Corporation including keep all rights of Sales & marketing of Continental Eagle Corporation. Now, the Company will manufacture and sales all products of Continental Eagle Corp. on its own exclusively.

FOREIGN SUBSIDIARY :

The Company has already acquired the Business of Continental Eagle Corporation, USA.

To trap more markets for the products of Continental and own Products, the Company thought to form a 100% Subsidiary through which the Continental Products will be sold.

The Company complied with all the provisions of Title 10A of Code of Alabama, 1975 and fulfilled the necessary compliance's as required to form WOS in foreign state including compliance's of FEMA and RBI guidelines and has formed / incorporated its 100% subsidiary with the name and style as " BAJAJ CONEAGLE LLC"at the State of Alabama, USA on April 02,2012

AWARDS & RECOGNITION :

Your Directors are glad to inform you that, Shri Sunil Bajaj, Executive Director of the Company Bajaj has been awarded Honorary Fellowship of ISCI in appreciation of his outstanding contribution to Cotton Ginning & Pressing by the Hands of Hon'ble Justice Chandrashekhar Dharmadhikari on 14th June, 2011,

RATING AGAINST BANK FACILITIES :

Your Directors are glad to inform that CRISIL has further reviewed and rated in respect of Bank facilities of the Company. The ratings are as under :

Total Bank Loan Facilities Rated Rs 82.00 Crores

Long - Term Rating CRISIL A /Stable (Reaffirmed)

Short- Term Rating CRISIL A1 (Reassigned )

FORFIETURE OF SHARE WARRANTS :

During the year under review, the Company has forfeited the share application of Rs 99.00 Lacs of the below mentioned warrant holders.

Sr. No. Name of the Warrant Holders Amount (In Rs.)

1 Vidarbha Tradelinks Private Limited 66,00,000

2 Nissan Merchandise Private Limited 33,00,000

As warrant holders failed to exercise their conversion options and the Company didn't received the balance amount of 75% in respect of Balance 1,50,000 Share Warrants on or before 10th November, 2011, the Company forfeited the 25% amount paid by the respective allottees as share application money in terms of Regulation 75 and 77(4) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009.

AUDITORS' REPORT :

The observations made by the auditors read together with the relevant notes thereon, are self-explanatory.

PUBLIC DEPOSITS :

The total public deposits as on 31st March, 2012 amounted to Rs 22,19,000/- (Rupees Twenty Two Lacs Nineteen Thousand Only). Six deposits amounting to Rs 42,000/- (Rupees Forty Two Thousand only) though matured before 31st March, 2012 were not claimed by the depositors. As on date all the Six Unclaimed Deposits have been paid and no unclaimed deposits are lying with the Company

INDUSTRIAL RELATIONS :

Industrial relations remained cordial during the year. Employees' competencies and skills were enhanced by exposing them to several internal and external training programs. Various measures were taken to improve motivation level of employees.

DIRECTORS:

Shri Deepak Batra and Shri Kamal Kishore Kela retires by rotation and being eligible offers themselves for re-appointment.

Except above, there is no change in Board of Directors during the year under review.

CORPORATE GOVERNANCE REPORT :

A Certificate from the Statutory Auditors- M/s B.Chhawchharia & Co, Chartered Accountants, Nagpur; confirming compliance with conditions as stipulated under the aforesaid Clause 49 is annexed to the Report of Corporate Governance.

Disclosures required to made under the heading 'Corporate Governance' Under Clause (IV) (1) & (2) of the proviso under the table (B) of Sub-Section 1 of Section II of part II of Schedule XIII of the Companies Act, 1956, are made herein below :

(i) The Company does not pay any remuneration to its's Non-Executive Director. The elements of remuneration package payable to Shri Rohit Bajaj, Managing Director and Shri Sunil Bajaj, Executive Director are detailed out in the explanatory statement annexed to the notice calling the ensuing Annual General Meeting which has been made a part of this Annual Report & Corporate Governance Report.

(ii) Various components of remuneration payable to Shri Rohit Bajaj, Managing Director and Shri Sunil Bajaj, Executive Director are detailed out in the explanatory statement annexed to the notice calling the ensuing Annual General Meeting which has been made a part of this Annual Report & Corporate Governance Report.

(iii) No stock options are offered by the Company.

(iv) The Corporate Governance Report and Management Discussion Analysis Report are attached with this Annual Report under Clause 49 of the Listing Agreement.

AUDIT COMMITTEE :

The Audit committee of the Board is under Chairmanship of Shri Deepak Batra, Chartered Accountant, an Independent Director of the Company and consisting of other Independent Directors viz. Shri Rajiv Ranka and Shri Alok Goenka as a practice of good Corporate Governance.

NEW PRODUCTS LINE :

The Company is having distinguished manufacturing facilities in India for Cotton Ginning & Pressing Plants / Machineries. The facilities are equipped with state of art machines with latest technologies and managed by team of engineers. Moreover, the Company is in the process of executing various new projects for wider product range,value additions and to make its product more competitive.

- Delinting & Decorticating Machines (Capacity ranging from 100-800 TPD)

- Continental Products based on Continental Eagle Corp, USA Technology

The Company has also proposed to develop Oil Mill Machineries (Capacity ranging from 100-300 TPD).

The above products are logical extension to the existing product lines.

For the above said expansion cum diversification, the Company has already acquired the land admn 37000 Sq Mtrs in Butibori Industrial Area, Nagpur. The Company has the distinct logistics advantages being a central place well connected by rail, road and air. Inland Container Depot and proposed International Cargo Hub is also very nearby.

During the Financial year 2011- 12 the Company has sold one Delinting Machine (200 TPD cotton delinting) to its customers and it was successfully commissioned.

PARTICULARS OF EMPLOYEES U/s 217 (2A) :

As per Annexure attached with the Directors Report .

RESEARCH AND DEVELOPMENT :

The Company recognizes that focused initiative on the development of new products would form the backbone of the Company's future business performance and profitability. Keeping this in view, the Company has increased its efforts in terms of development of new products in the Company's in House Research and Development Center. At present, the Company is working on various products under the able leadership of Shri Sunil Bajaj , Executive Director .

Research and Development is a continuous phenomenon in the Company and due to which the Company is able to launch successfully various new products like Auto Feeder,Overhead Distribution Conveyor Raw Cotton Feeding System Cotton Delinting Machines and Decorticating Machines, Pre- fabricated Industrial Shed etc.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

The Dividends declared by the Company which remain unpaid / unclaimed for a period of Seven (7) years are required to transferred to the Investor Education & Protection Fund ( IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956. The Members are requested to claim their unpaid / unclaimed Dividend , if any, declares and paid for the financial years 2005-06, 2006 - 07, 2007- 08, 2008- 09 , 2009 -10 & 2010 -11

However, the unpaid/unclaimed balance of year 2004 - 05 would be transferred to the Investor Education and Protection Fund Account by the Company.

CONSERVATION OF ENERGY :

The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumption of energy is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy as far as possible.

TECHNOLOGY ABSORPTION, :.

The technological developments on Ginning & Pressing Machinery has acted as an driving force in structural shift from old outdated to more productive advance machinery. The technology used by the Company is updated as a continuous exercise.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Details of foreign exchange earnings through exports and foreign exchange outgo on account of imports, expenditure on Traveling and other matters etc. are shown in the Notes No. 12(b), 12(c ) and 12(d) respectively of Notes on Accounts. To avoid repetition, the members are requested to refer to these Notes.

LISTING OF SHARES :

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd, The Delhi Stock Exchange Limited and The Calcutta Stock Exchange Limited.

The Company has paid annual listing fees of the Stock Exchange for the financial year 2011- 2012. There are no trading of Company's shares at The Delhi Stock Exchange and The Calcutta Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

As per provision of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that :

a. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The accounting policies have been consistently applied and reasonable and prudent judgment and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and the Profit and Loss Account of the Company for the period.

c. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

AUDITORS :

M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company had received the Peer Review Certificate from M/s B.Chhawchharia & Co, issued by the Institute of Chartered Accountants of India(ICAI), as it is mandatory for the statutory auditors to hold peer review certificate for carrying out audit of the listed companies.

APPOINTMENT OF COST AUDITOR :

The Ministry of Corporate Affairs (MCA) vide its circular dated 2nd May , 2011 mandated all the Listed Companies to get its cost accounting records audited by the Cost Auditor who shall be the Cost Accountant, holding valid certificate of practice under the provisions of Cost & Works Accountant Act, 1959.

In this context the Company has appointed M/s Rakesh Misra & Co, Kanpur, Cost Accounts, for undertaking cost compliance for the Financial Year 2011- 12. The Cost Compliance report is attached herewith.

ACKNOWLEDGEMENT :

The Directors are grateful to the Bankers and Financial Institutions for their continued support, co-operation and assistance during the year.

The Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year.

FOR AND ON BEHALF OF THE BOARD

PLACE : NAGPUR HARGOVIND BAJAJ

DATED : 13.08.2012 CHAIRMAN

---

Mar 31, 2011

Dear Members,

The Directors of the Company are please to present their Fiftieth Annual Report on the affairs of the Company together with the Audited Accounts for the year ended 31st March, 2011.

The Highlights of the Financial performance for the year under review are as below :

FINANCIAL RESULTS :

RUPEES

31.03.2011 31.03.2010

SALES AND OTHER 2,236,830,645 2,282,240,338 INCOME Profit before Interest & Depreciation 142,153,915 259,966,140

Less : Interest 58,974,317 55,999,830

Depreciation 57,295,421 51,392,407

25,887,177 152,573,903 Add:Extra Ordinary Item (-) (-)

Profit before Tax 25,887,177 152,573,903

Provision for Taxation :

Current Year : 12,541,000 - 54,908,000 - Deferred Tax : (2,030,000) - (4,777,000) Tax for Earlier : 10,799,487 - - - Year/Adjustment 21,310,487 50,131,000 Net Profit 4,576,690 102,442,903

Add : Balance Brought Forward from previous year 35,899,091 18,586,973

40,475,781 121,029,876

Less : Appropriations : Proposed Dividend 4,700,000 4,400,000 Corporate Dividend Tax 762,458 730,785 Transfer to General Reserve 10,000,000 80,000,000 Balance Carried Forward to 25,013,323 35,899,091 Balance Sheet

40,475,781 121,029,876

GOLDEN JUBILEE YEAR :

Your Directors are pleased to inform that the Company had completed its 50th year and looking forward for continuous growth.

Initially the company was founded in the year 1961 with the object of carrying on the business of manufacturer and converter of all kinds of steel and allied products including Cotton Ginning Machines. Later, the Company diversified into other industrial activities and today, the company enjoys a very high reputation for its technological superiority, consistent high quality of products and committed services to its customers. The Company believe in technological up-gradation, steady growth and professional management and continue to strive hard to achieve these objective from time to time. The company commands major share over the Cotton Ginning industry in India.

DIVIDEND :

Your Directors are pleased to recommend a Equity Dividend of Rs 2.00/- per share. The Dividend as recommended would involve an outflow of Rs 47.00 Lacs towards Dividend and Rs 7.62 Lacs towards Corporate Dividend Tax, resulting in a total outflow of Rs 54.62 Lacs. The dividend will be distributed to the members whose names appear on the register of members as on record date.

WORKING & FUTURE PROSPECTS :

The Company's performance was affected as the Company has introduced new products in the market. The outcome of these products has started receiving some response during the Financial Year 2010 -11 and its full fledge effect is expected in next few years. During the year under review, the turnover of the Company has been marginally decreased from Rs 228.22 Crores in 2009-10 to Rs 223.68 Crores in 2010 -2011 representing a fall of 2.00.%, this was due to uncertainty about cotton crop in the country. The profitability of the Company has also been affected as the profit of the Company has decreased from Rs 10.24 crores in 2009 -10 to Rs. 0.46 Crore in 2010-11 .The Board of Directors are trying their best to improve the performance of the Company. The working of both the division of the Company is given as below:

- STEEL DIVISION:

The Steel Division is concentrating in its core business of manufacturing Cotton ginning and Pressing machineries which has a great potential to expand, considering the increasing cotton cultivation in India & abroad. The Company had successfully launched few new products like Cotton Delinting Machines and Decorticating Machines, Pre-fabricated Industrial Sheds etc.

- PLASTIC DIVISION (SUPERPACK) :

The sale / disposal of the Superpack Division is expected to complete at the earliest . However the performance of the unit during the year was remained static due to adverse market forces.

COVERSION OF SHARE WARRANTS :

The Company received request from the share warrant holders in respect of conversion of 1,50,000 share warrants into Equity Shares of the Company. The Board of Directors of the Company vide their meeting held on 29th March, 2011 had accepted the request of the share warrant holders and approved the conversion and allotment of 1,50,000 Equity Shares.

The Company had already received 25% of the application money for the balance 1,50,000 share warrants. However the Balance 1,50,000 share warrants would be converted into Equity Shares after receiving the balance payment of 75%.

Further, the Company had applied for listing of the abovementioned shares to The Bombay Stock Exchange Ltd, The Delhi Stock Exchange Ltd and The Calcutta Stock Exchange Limited and got the listing and trading approval from the Bombay Stock Exchange Ltd vide their letter Dated 10th May, 2011.

However, the listing approval from The Delhi Stock Exchange Ltd and The Calcutta Stock Exchange Limited are awaited.

AUDITORS' REPORT :

The observations made by the auditors read together with the relevant notes thereon, are self-explanatory.

PUBLIC DEPOSITS :

The total public deposits as on 31st March, 2011 amounted to Rs. 54,73,000 (Rupees Fifty Four Lacs Seventy Three Thousand only) . There was no unclaimed deposits at the end of the Financial Year ended as on 31st March, 2011.

INDUSTRIAL RELATIONS :

Industrial relations remained cordial during the year. Employees' competencies and skills were enhanced by exposing them to several internal and external training programs. Various measures were taken to improve motivation level of employees.

DIRECTORS :

Shri Rajkumar Lohia and Shri Vinod Kumar Bajaj retires by rotation and being eligible offers themselves for re-appointment.

CORPORATE GOVERNANCE REPORT :

A Certificate from the Statutory Auditors- M/s B. Chhawchharia & Co, Chartered Accountants, Nagpur; confirming compliance with conditions as stipulated under the aforesaid Clause 49 is annexed to the Report of Corporate Governance.

Disclosures required to made under the heading 'Corporate Governance' Under Clause (IV) (1) & (2) of the proviso under the table (B) of Sub-Section 1 of Section II of part II of Schedule XIII of the Companies Act, 1956, are made hereinbelow :

(i) The Company does not pay any remuneration to its Non-Executive Director. The elements of remuneration package payable to Shri Rohit Bajaj, Managing Director and Shri Sunil Bajaj, Executive Director are detailed out in the explanatory statement annexed to the notice calling the ensuing Annual General Meeting which has been made a part of this Annual Report & Corporate Governance Report.

(ii) Various components of remuneration payable to Shri Rohit Bajaj, Managing Director and Shri Sunil Bajaj, Executive Director are detailed out in the explanatory statement annexed to the notice calling the ensuing Annual General Meeting which has been made a part of this Annual Report & Corporate Governance Report.

(iii) No stock options are offered by the Company.

AUDIT COMMITTEE :

The Audit committee of the Board is under Chairmanship of Shri Deepak Batra, Chartered Accountant, an Independent Director of the Company and consisting of other Independent Directors viz Shri Rajiv Ranka and Shri Alok Goenka, as a practice of good Corporate Governance.

PROJECTS :

The Company is having distinguished manufacturing facilities in India for Cotton Ginning & Pressing Plants / Machineries. The facilities are equipped with state of art machines with latest technologies and managed by team of engineers. Moreover, the Company is in the process of executing various new projects for wider product range, value additions and to make its product more competitive. The Company has acquired land measuring 38757.50 sq. meters at Plot No. G-108 at Butibori Industrial Area, Nagpur. The Building Construction work is in progress and the production work is expected to commence in the near future.

DEVELOPMENT OF NEW PRODUCTS :

During the year under review, the Company had successfully introduced a few new products like Cotton Dispensing Machines, Delinting Machines, Fire Diverter System, Prefabricated Industrial Shed, Raw Cotton Modular Feeding System Primary and Secondary Filter, Fiber Compacter etc. These new products are expected to cater the market through out the year as against the seasonal nature of the Ginning Machines.

Moreover, the Company has recently developed an improved model of D.R. Gin Machine and named as “BAJAJ D R GIN MACHINE-GOLDEN JUBILEE” which give 20% more output with the same power consumption. Thus increasing the productivity of the gin machines.

PARTICULARS OF EMPLOYEES U/s 217 (2A) :

As per Annexure attached with the Directors Report.

RESEARCH AND DEVELOPMENT :

The Company recognizes that focused initiative on the development of new products would form the backbone of the Company's future business performance and profitability. Keeping this in view, the Company has increased its efforts in terms of development of new products in the Company's in House Research and Development Centre. At present, the company is working on various products like Fire Detection System for Cotton Ginning Plant, improved model of Double Roller Cotton Ginning Machine, etc under the able leadership of Shri Sunil Bajaj, Executive Director. Research and Development is a continuous phenomenon in the Company and due to which the Company is able to launch successfully various new products like Auto Feeder, Down Packing Cotton Baling Press, Overhead Distribution Conveyor Raw Cotton Feeding System Cotton Delinting Machines and Decorticating Machines, Pre-fabricated Industrial Shed etc.

RECOGINITION AS A STAR EXPORT HOUSE :

During the year under review the Company got recognition as a 'STAR EXPORT HOUSE' from the Ministry of Commerce & Industry, Government of India, New Delhi. As a result of which the Company would get the benefit of Star Exporter. The Certificate is valid for a period of 5 years upto 31st March, 2015.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND :

The Dividends declared by the Company which remain unpaid / unclaimed for a period of Seven (7) years are required to transferred to the Investor Education & Protection Fund ( IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956. The Members are requested to claim their unpaid / unclaimed Dividend , if any, declares and paid for the financial years 2004-05 ,2005-06, 2006 – 07, 2007- 08, 2008- 09 , 2009 -10

CONSERVATION OF ENERGY :

The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumption of energy is an ongoing exercise in the Company. Effective measures have been taken to minimize the loss of energy as far as possible.

TECHNOLOGY ABSORPTION :

The technological developments on Ginning & Pressing Machinery has acted as an driving force in structural shift from old outdated to more productive advance machinery. The technology used by the Company is updated as a continuous exercise.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Details of foreign exchange earnings through exports and foreign exchange outgo on account of imports, expenditure on Traveling and other matters etc. are shown in the Notes No. 15(b), 15(c) and 15(d) respectively of Notes on Accounts. To avoid repetition, the members are requested to refer to these Notes.

LISTING OF SHARES :

The Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd, The Delhi Stock Exchange Limited and The Calcutta Stock Exchange Limited. In view of conversion of 1,50,000 share warrants during the Financial Year , the total listed Share Capital (paid up) of the Company is Rs 2,35,00,000 /- comprising of 23,50,000 equity shares of Rs 10/- each.

The Company has paid annual listing fees of the Stock Exchange for the financial year 2010- 2011. There are no trading of Company's shares at The Delhi Stock Exchange and The Calcutta Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

As per provision of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that :

a. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The accounting policies have been consistently applied and reasonable and prudent judgement and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and the Profit and Loss Account of the Company for the period.

c. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

AUDITORS :

M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur retires at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

ACKNOWLEDGEMENT :

The Directors are grateful to the Bankers and Financial Institutions for their continued support, co-operation and assistance during the year.

The Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year.

FOR AND ON BEHALF OF THE BOARD

HARGOVIND BAJAJ CHAIRMAN

PLACE : NAGPUR DATED : 09.08.2011

---

Mar 31, 2010

The Directors presents their Forty-Ninth Annual Report on the affairs of the Company together with the Audited Accounts for the year ended 31 th March, 2010:





FINANCIAL RESULTS : RUPEES

31.03.2010 31.03.2009

SALES AND OTHER INCOME 2,282,240,338 2,616,613,376

Profit before Interest & Depreciation 259,966,140 321,271,215

Less : Interest 55,999,830 44,729,064

Depreciation 51,392,407 43.138,545

152,573,903 233,403,606

Add : Extra Ordinary Item (-) (-)

Profit before Tax 152,573,903 233,403,606

Provision for Taxation 50,131,000 82,225,500

Net Profit 102,442,903 151,148,606 Add : Balance Brought Forward

from previous year 18,586,973 12,586,147

121,029,876 163,734,753 Less : Appropr ations :

Proposed Dividend 4,400,000 4,400,000

Corporate Dividend Tax 730,785 747,780

Transfer to General Reserve 80,000,000 140.000,000

Balance Carried Forward to Balance Sheet 35,899,091 18,586,973

121,029,876 163,734,753



DIVIDEND :

Your Directors are pleased to recommend a Equity Dividend of Rs. 2.00/- per share. The Dividend as recommended would involve an outflow of Rs. 44.00 Lacs towards Dividend and Rs. 7.31 Lacs towards corporate dividend tax, resulting in a total outflow of Rs. 51.31 Lacs. The dividend will be distributed to the members whose names appears on the register of members as on record date.

WORKING & FUTURE PROSPECTS :

The Companys Performance was effected due to a very long dry spell in the country. During the year under review, the turnover of the Company has been gradually decreased from Rs, 261.66 crores in the year 2008-09 to Rs. 228.22 crores in the year 2009-10 representing a fall of 12.78% The profitability of the Company has also been affected as the profit of the Company has decreased from Rs. 15.11 crores for the year 2008-09 to Rs.10.24 crores in 2009-10. The Board of Directors are trying their best to improve the performance of the Company. The working of both the division of the Company is given below:

- STEEL DIVISION:

The steel division is concentrating in its core business of manufacturing Cotton ginning ynrf Pressing machines which has a great potential to expand, considering the increasing cotton cultivation in India & abroad The company is also exploring addition of Newer machine and developing new technologies in coming days.

- PLASTIC DIVISION (SUPERPACK) :

The Sale / Disposal of Superpack Division has been approved by the Shareholders of the company on 10lh July, 2009 and authorised the Board of Directors to dispose off the Division at such price as it may deem fit.

Pursuant to the approval, the sale / disposal of the Superpack Division is under process and expected to complete during the current financial year.

PREFRENTIAL ALLOTMENT :

The Company is in the process of expanding its business activities by way of expansion plans. In view of the need of Long term working capital to cater the need of the consistent expansion plans undertaken by the Company, the company has issued and allotted 3,00,000 Lacs Share Warrants on 11" May, 2010 to meet the funds requirement. The Company has passed the special resolution Under Section 81(1A) of the Companies Act, 1956 and pursuant to SEBI Regulations vide Extra-ordinary general Meeting held on 30 th April, 2010. The Company has received 25% application money towards share warrants amounting to Rs 1.98 Crores. The aforesaid share warrants will be convertible into equity share on exercise of conversion option by the allottees within the period of 18 months from the dale of allotment and balance payment thereof.

RATING AGAINST THE BANKING FACILITIES :

Your Directors are glad to inform you that the Company has been rated with A+(Adequate safety- stable} by CRISIL in respect of Bank borrowings.

AUDITORS REPORT:

The observations made by the auditors read together with the relevant notes thereon, are self - explanatory.

PUBLIC DEPOSITS :

The total public deposits as on 31th March, 2010 amounted to Rs 10,882,000/-. Two deposits amounting to Rs. 15,000/-though matured before 31st March, 2010 were not claimed bythe depositors. As on date all the two unclaimed deposits have been paid. On or after 15th September, 2009 the Company has decided not to accept public deposits unless otherwise further decided by the Company.

INDUSTRIAL RELATIONS :

Industrial relations remained cordial during the year. Employees competencies and skills were enhanced by exposing them to several internal and external training programs. Various measures were taken to improve motivation level of employees.

DIRECTORS :

Shri Alok Goenka and Shri Rajiv Ranka retires by rotation and being eligible offers themselves for re-appointment.

Shri Ashish Bajaj was the whole Time Director (WTD) of the company for Superpack division and his term of office as WTD expired on 29.10,2009. Subsequently company has requested him to look after Superpack Division till its final disposal / sale of the same. Thereafter, Shri Ashish Bajaj was appointed as a Chief Executive Officer (CEO) of Superpack Division, for the period of two years w.e.f. 20.03.2010 which was recommended by the Selection Committee fo the Board subject to the approval of Shareholders of the Company and Central Government. The Company obtained the approval of the Shareholders with requisite majority through postal ballot process as declared by the Scrutinizer in his report on 1st April, 2010 The company has filed the requisite forms for taking Central Government approval and the same is awaited During the year, Shri Deepak Batra was appointed as an Additional Director (Independent-Non executive) of the Company on 3" March, 2010 and further reappointed on TV" May, 2010. In terms of Section 260 of the Companies Act, 1956, the term of Shri DeepaK Balanas an Additional Director of the Company expires at the ensuing Annual General Meeting. The resolution for his appointment as an Independent Directors have been included in the notice for approval of the members, Further, Smt Ramadevi Ruia has resigned from the Board of Directors of the Company with effect from 29.07.2010. She has resigned due to the old age and health problems. The Board has accepted her resignation and relieved her at its Board Meeting held on 29.07.2010. The Board of Directors extends their sincere appreciation to Smt Ramadevi Ruia for her contribution to the Company. The Board of Directors also wish for her good health and long life.

CORPORATE GOVERNANCE REPORT :

Your Directors are pleased to report that the Clause-49(Corporate Governance) is applicable to the Company during the year 2009 -2010 in view of net worth of the Company crossed the limit of Rs 25 crores. Accordingly , the Company had taken steps for appointment of Independent Directors on the Board of the Company and also constituted the Audit Committee, Remuneration Committee and Investor Grievance/ Share Transfer Committee.

A certificate from the Statutory Auditors- M/s B.Chhawchharia & Co, Chartered Accountants, Nagpur; confirming compliance with conditions as stipulated under the aforesaid Clause 49 is annexed to the Report of Corporate Governance.

AUDIT COMMITTEE:

As the Clause 49 (Corporate Governance) is applicable to the Company during the year 2009-2010, the Company constituted the audit committee of the board under Chairmanship of Shri Deepak Batra, Chartered Accountant consisting of Independent members Shri Rajiv Ranka and Shri Alok Goenka as a practice of good Corporate Governance.

PROJECTS:

The Company is having distinguished manufacturing facilities in India for Cotton Ginning & Pressing Plants/Machineries. The facilities are equipped with state of art machines with latest technologiesand managed by team of engineers. Moreover, the Company is in the process of expanding its business activities by way of expansion plans. The Company has acquired land admeasuring 38757,50 sq. meters at Plot No. G-108 atButibori Industrial Area, Nagpur, where the Company is planning to manufacture new machineries like Cotton Seed Delinting Machines/Decorticating Machines, Oil Mill Machineries, Steel Structure Buildings and Electrical Intelligent Panels for increased volume.

DIRECTORS RESPONSIBILITY STATEMENT:

As per provision of Section 217(2AAj of the Companies Act, 1956, the Directors confirm thai:

a. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. The accounting policies have been consistently applied and reasonable and prudent judgement and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and the Profit and Loss Account of the Company for the period.

c. Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, f 956 has been taken for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

AUDITORS :

M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur retires at the conclusion of the ensuing Annual

General Meeting and are eligible for re-appointment,

ACKNOWLEDGEMENT:

The Directors are grateful to the Bankers and Financial Institutions for their continued support, co-operation and assistance during the year,

Tne Directors express their thanks for the sincere and dedicated efforts put in by the workers, staff and officers during the year.



FOR AND ON BEHALF OF THE BOARD

HARGOVIND BAJAJ

PLACE : NAGPUR CHARMAN Dated : 29.07.2010