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Directors Report of Maharashtra Scooters Ltd.

Mar 31, 2023

Your directors present the forty-eighth Annual Report along with the audited financial statements for FY2023. Company overview

Maharashtra Scooters Ltd. (''MSL or ''the Company) is an unregistered Core Investment Company (''CIC).

As a CIC, a minimum of 90% of its assets stand invested in the Bajaj group and the balance representing accumulated surpluses is invested in debt and other instruments with the sole objective of earning a reasonable rate of return whilst protecting the principal.

The Company also sees an opportunity in manufacturing of pressure die casting dies, castings, jigs, and fixtures, primarily meant for the two and three - wheeler industry amongst other industries, which is the current manufacturing activity of the Company, though on a very limited scale basis.

Review of operations

During the year under review, the business operations of the Company continued to be (i) treasury operations involving management of surplus funds invested by the Company and (ii) manufacture of die casting dies, fixtures and die casting components, primarily meant for the automobiles industry.

Total income of the Company during FY2023 is C 21,776 lakh, as against C 19,446 lakh during the previous year. Income from investments aggregating to C 19,891 lakh represented major portion of the turnover, which during the previous year was C 17,691 lakh.

Financial Highlights

The highlights of the financial results are given below:

Particulars

FY2023

(C in Lakh) FY2022

Total income

21,775.53

19,445.60

Gross profit before depreciation

19,510.27

17,420.41

Depreciation

202.07

196.67

Profit before tax

19,308.20

17,223.74

Tax expenses

(220.64)

2,952.39

Profit for the year

19,528.84

14,271.35

Earnings per share (C)

170.88

124.87

Continued classification as a Core Investment Company

Under the Master Circular - Core Investment Companies (Reserve Bank) Directions, 2016, as amended, the Company is termed as an unregistered CIC as per Reserve Bank of India Guidelines dated 13 August 2020. As an unregistered CIC, the Company must invest at least 90% of its net assets in Group companies, of which at least 60% must be through equity investments.

The Company continued to meet the conditions for being classified as an unregistered CIC, exempted from registration with Reserve Bank of India (''RBI). The Company did not transfer any amount to reserves during FY2023 nor does it propose to carry to any reserve during FY2024.

Dividend Distribution Policy

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations), the Company had formulated a Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/ or retaining profit earned. The Dividend Distribution Policy enables the Company to maintain a minimum dividend pay-out of 50% of distributable profit on standalone basis each year. The policy is available on the website of the Company and can be accessed at https://www.mahascooters.com/pdf/Dividend%?0 Distribution%20Policy.pdf

Dividend Final dividend

The Board of Directors recommend for consideration of the members at the ensuing Annual General Meeting (''AGM), payment of final dividend of C 60 per equity share (600%) of face value of C 10, for the financial year ended 31 March 2023.

Interim dividend

The Board, at its meeting held on 13 September 2022, declared an interim dividend of C 100 per equity share (1000%) of face value of C 10, for the year ended 31 March 2023. The record date fixed for the purpose of declaration of divided was 23 September 2022. The total dividend pay-out on account of interim dividend was C 11,428.57 lakh.

The total dividend pay-out (including interim dividend) for FY2023 would be C 18,285.71 lakh.

The dividend declared/recommended is in accordance with the principles and criteria set out in the Dividend Distribution Policy.

The dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please refer to Notice of AGM.

Subsidiary, associates and joint ventures

The Company neither has any subsidiary or associate nor the Company has entered into a joint venture with any company.

Directors and Key Managerial Personnel (KMP)(i) Director liable to retire by rotation

V Rajagopalan (DIN: 02997795) retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Brief details of V Rajagopalan, who is seeking re-appointment, are given in the Notice of AGM.

(ii) Changes in KMP:

a) Resignation

Shriniwas Pathak, Manager & Chief Executive Officer, tendered his resignation and was relieved from the services of the Company with effect from close of business hours on 15 December 2022.

b) Appointment

Consequent upon the resignation of Shriniwas Pathak, the Board at its meeting held on 19 October 2022, after taking into consideration the recommendation of Nomination & Remuneration Committee, appointed Sanjay Uttekar as the Chief Executive officer of the Company with effect from 16 December 2022.

Declaration by Independent Directors

The independent directors have submitted declaration of independence, as required under section 149(7) of the Companies Act, 2013 (''the Act), stating that they meet the criteria of independence as provided in section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations, as amended.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

Policy on Directors'' appointment and remuneration

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy. The policy, inter alia, provides for:

a) the criteria for determining qualifications, positive attributes and independence of directors; and

b) a policy on remuneration for directors, key managerial personnel and other employees.

The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The detailed Remuneration Policy is placed on the Company''s website at https://www.mahascooters.com/pdf/ Remuneration%20Policy.pdf

Compliance with Code of Conduct

All Board members and senior management personnel have affirmed their compliance with the Company''s Code of Conduct for FY2023.

A declaration to this effect signed by the Chief Executive Officer is included in this Annual Report.

Annual return

A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/Ministry of Corporate Affairs within the Regulatory timelines will be hosted on the Company''s website and can be accessed at https://www.mahascooters.com/investors. html#annualReports

Number of meetings of the Board

Six (6) meetings of the Board were held during FY2023. Details of the meetings and attendance thereat forms part of the Corporate Governance Report.

Directors'' responsibility statement

In accordance with the provisions of section 134(3) (c) of the Act and based on the information provided by the Management, the directors state that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, if any;

b) 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 of the Company for that period;

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

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

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

Audit Committee

The Audit Committee comprises of Yogesh Shah (DIN: 00137526) as Chairman, Naresh Patni (DIN: 00045532) and Lila Poonawalla (DIN: 00074392) as members.

During FY2023, all recommendations of the Audit Committee were accepted by the Board.

The brief terms of reference and attendance record of members are given in the ''Corporate Governance Report''.

Particulars of loans, guarantees and investments

The Company has not given any loans or provided any security. Full particulars of the investments covered under the provisions of section 186 of the Act, made by the Company are detailed in the Financial Statements attached to this Report.

Share capital

As on 31 March 2023, the paid-up share capital of the Company stood C 1,143 lakh consisting of 11,428,568 shares of C 10 each. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has any scheme for grant of stock option.

Related party transactions

All contracts/arrangements/transactions entered by the Company during FY2023, with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are of foreseen and repetitive nature as well as for transactions which are not foreseen and details of which are not available, up to the limits as specified in the SEBI Listing Regulations. Pursuant to the said omnibus approval, details of transactions entered into are also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during FY2023 were on arm''s length basis and in the ordinary course of business of the Company under the Act and not material under the SEBI Listing Regulations. None of the transactions required members'' prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during FY2023 are provided in the notes to the financial statements. There were no material related party transactions requiring disclosure as per the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

The Policy on Materiality of and Dealing with Related Party Transactions is placed on the Company''s website and can be accessed at https://www.mahascooters.com/prif/Policy%70on%70Materiality%70of%70anri%70 dealing%70with%?0Related%?0Party%?0Transactions.pdf

Material changes and commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

Conservation of energy, technology absorption, foreign exchange earnings and outgoDetails pursuant to Rule 8(3) of the Companies (Accounts) Rules, 2014

Conservation of energy

Replacement of LED Lamps in the factory has contributed in saving of electricity.

Technology absorption

No expenditure was incurred by the Company attributable to technology absorption during the year.

Foreign exchange earnings and Outgo

The foreign exchange earned by the Company during the year was C 41.66 lakh, while outgo was C 7.05 lakh.

Corporate Social Responsibility (CSR)

Considering the CSR spend of the Company not exceeding fifty lakh rupees, the Company is not required to constitute a CSR committee and the functions of the CSR Committee are being discharged by the Board.

Detailed information on CSR Policy and its salient features forms part of ''Annual Report on CSR activities'' which is annexed to this Report.

The policy has been hosted on the website of the Company and can be accessed at https://www.mahascooters.com/pdf/CSR%70Policy.pdf

The Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY7073.

Formal Annual Evaluation of the performance of the Board, its Committees and Directors

Pursuant to section 178 of the Act, the Nomination and Remuneration Committee (NRC) and the Board has decided that the evaluation shall be carried out by the Board only and the NRC will only review its implementation and compliance.

Further as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated, on the basis of performance and fulfillment of criteria of independence and their independence from management.

Accordingly, the Board has carried out an annual performance evaluation of its own performance, that of its Committees, Chairperson and individual Directors.

The manner in which formal annual evaluation of performance was carried out by the Board for the period from 1 January 2022 to 31 December 2022, is given below:

- A questionnaire-cum-rating sheet was deployed using an IT platform for seeking feedback of the directors with regards to the performance of the Board, its Committees, the Chairperson and individual directors, which is on the basis of the Board approved criteria for evaluation of the Board, its Committees, Chairperson and individual directors.

- From the individual ratings received from the directors, a report on summary of ratings in respect of performance evaluation of the Board, its Committees, Chairperson and individual directors for the period from 1 January 2022 to 31 December 2022 and a consolidated report thereof was arrived at.

- The report of performance evaluation so arrived at was then noted and discussed by the Board at its meeting held on 21 January 2023.

- The NRC reviewed the implementation and compliance of the performance evaluation at its meeting held on 21 January 2023.

- Under the law, as per the report of performance evaluation, the Board shall determine, inter alia, whether to continue the term of appointment of an independent director. Based on the report and evaluation, the Board and NRC at their meeting held on 21 January 2023, determined that the appointment of all independent directors may continue.

- For FY2023, the criteria and process followed by the Company was reviewed by the NRC and the Board, which opined to be compliant with the applicable provisions and found satisfactory. The criteria for evaluation of the Board, its Committees, Chairperson and individual directors is placed on the website of the Company and can be accessed at https://www.mahascooters.com/prif/Boarri%20Evaluation%20Criteria.prif

Other than the Chairman of the Board and the NRC, no director had access to the individual ratings given by the directors.

Significant and Material Orders passed by the Regulators or Courts

During FY2023, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Company''s operations in future.

Internal Audit

The internal audit function provides an independent view to its Board of Directors, the Audit Committee and Senior Management on the quality and effectiveness of the internal controls, risk management and governance related systems and processes.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee.

The Audit Committee on a quarterly basis reviews the internal audit reports. The Committee also reviews adequacy and effectiveness of internal controls based on such reports. Significant audit observations, corrective and preventive actions thereon are presented to the Audit Committee on a quarterly basis.

Internal financial controls

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. Internal financial controls of the Company are also similarly commensurate. These have been designed to provide reasonable assurance about recording and providing reliable financial information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

The Board is of the opinion that internal financial controls with reference to the financial statements were adequate and operating effectively.

Risk Management

Managing risk is fundamental to any business in general and in particular to financial services industry. Considering the nature of business of MSL, i.e., investments in securities of group companies for a long-term horizon, the risk perceived is low. However, risks arising out of businesses of the group companies are the key risks of the Company. MSL has a risk governance framework in place which provides an integrated approach for identifying, monitoring and mitigating risks associated with its business.

Key risks exposure of MSL includes market risk, credit risk, governance risk, reputation risk and compliance risk. The Risk Management Committee of the Board, assists the Board in monitoring various risks, review and analysis of risk exposures and mitigation plans related to the Company.

A Risk Management Policy has been adopted by the Board of Directors which, inter alia, sets out risk strategy, approach and mitigation plans, liquidity risk management and asset liability management.

The group companies have their own risk management frameworks in line with their strategic business operations as appropriate to the industry in which they operate. Business operations of each of the group companies, the risks faced by them and the risk mitigation tools followed by them are reviewed periodically by the Risk Management Committees and the Boards of the respective group companies.

The details of meetings of Risk Management Committee of the Company and the members who attended the same are mentioned in the Corporate Governance Report.

Whistle Blower Policy/Vigil Mechanism

The Company has a Whistle Blower Policy encompassing Vigil Mechanism pursuant to the requirements of the section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The whistle blower framework has been introduced with an aim to provide employees and directors with a safe and confidential channel to share their inputs about such aspects which are adversely impacting their work environment. The Policy/Vigil Mechanism enables directors, employees and other persons to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

During FY2023, there were no complaints received under the above mechanism nor was any employee denied access to the Audit Committee. The Audit Committee reviews the functioning of the Vigil Mechanism/Whistle Blower Policy once a year.

The policy is uploaded on the website of the Company and can be accessed at https://www.mahascooters. com/pdf/Whistle%?QBlower%?0Policy.pdf

Corporate Governance

Pursuant to SEBI Listing Regulations, a separate section titled ''Corporate Governance'' has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

The Chief Executive Officer and the Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as specified in the SEBI Listing Regulations.

A certificate from the statutory auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Business Responsibility and Sustainability Report

Pursuant to amendment in SEBI Listing Regulations, top 1000 listed entities based on market capitalisation are required to submit a Business Responsibility and Sustainability Report (''BRSR'') with effect from FY2023.

Accordingly, the Company, being one of the top 1000 listed entity, has adopted a policy on BRSR.

A detailed BRSR in the format prescribed by SEBI describing various initiatives, actions and process of the Company towards the ESG endeavor forms the part of Annual Report and has also been hosted on Company''s website at https://www.mahascooters.com/investors.html#annualReports

Secretarial Standards of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA circulars.

Auditors and Auditors'' ReportStatutory Auditors

Pursuant to the provisions of section 139 of the Act and based on the recommendations of the Audit Committee and Board of Directors, the members at the 47th AGM of the Company held on 25 July 2022, had appointed KKC & Associates LLP, Chartered Accountants (Firm Registration No.105146W/ W100621) as the Statutory Auditors of the Company, from the conclusion of 47th AGM till the conclusion of 52nd AGM, covering a term of five consecutive years.

The statutory audit report given by KKC & Associates LLP, for FY2023 does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Company had re-appointed, Shyamprasad D Limaye, Practising Company Secretary (FCS No. 1587, CP No. 572) to undertake the secretarial audit of the Company for FY2023. The secretarial audit report for FY2023, as issued by him in the prescribed form MR-3 is annexed to this Report.

The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

Pursuant to Regulation 24A(2) of SEBI Listing Regulations, a report on secretarial compliance for FY2023 has been issued by Shyamprasad D Limaye and the same will be submitted with the stock exchanges within the given timeframe. There are no observations, reservations or qualifications in the said report. The report will be available on the website of the Company at https://www.mahascooters.com/investors.html#stockExchange.

The auditors i.e. statutory auditors and secretarial auditors have not reported any matter under section 143(12) of the Act, and therefore, no detail is required to be disclosed under section 134(3) (ca) of the Act.

Statutory Disclosures

- The financial results of the Company are placed on the Company''s website at https://www.mahascooters. com/investors.html#financialResults

- Details as required under the provisions of section 197(12) of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of Directors and KMP to median remuneration of employees and percentage increase in the median remuneration, to the extent applicable, are annexed to this Report.

- Details as required under the provisions of section 197(12) of the Act, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, will be made available to any member by way of email, as per provisions of section 136(1) of the said Act.

- The provisions of section 148 of the Act, are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under sub-section (1) of section 148 of the Act.

- The Company has a Policy on Prevention of Sexual Harassment at the workplace. There was no case reported during the year under review, under the said policy. Further, as there were no women employees employed in the Company during FY2023, the Internal Complaints Committee has not been constituted as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

- There was no change in the nature of business of the Company during FY2023.

- Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016, against the Company.

- The Company has not accepted any fixed deposits under Chapter V of the Companies Act, 2013 and as such no amount of principal and interest were outstanding as on 31 March 2023.

- During FY2023, the Company had not borrowed any funds from any banks or Financial Institutions.

Industrial relations

During FY2023, the industrial relations remained cordial.

On behalf of the Board of Directors

Sanjiv Bajaj

Chairman

DIN: 00014615

Pune: 24 April 2023


Mar 31, 2022

Your directors present the forty-seventh Annual Report along with the audited financial statements for FY2022.

Sad Demise of Shri Rahul Bajaj, Chairman Emeritus of Bajaj group

At the outset, your directors express their profound grief on the sad demise of Shri Rahul Bajaj, the iconic leader of Bajaj group, who passed away on 12 February 2022.

He lived an extraordinary life. He was the architect of one of the most respected business groups in the country, a vocal proponent of entrepreneurship, and a voice of the industry at large.

He stood for what he believed, a man driven by values, and bold in both expression and action. He was the torchbearer of the family legacy that dates back to the founding days of our country and championed the creation of a new India.

While his passing away has left a void amongst us, he leaves behind an unparalleled foundation for all of us to build upon.

The Board places on record its whole-hearted appreciation of the invaluable contribution made by him to the spectacular success of the Group over several decades.

Review of Operations

During the year under review, the business operations of the Company continued to be (i) treasury operations involving management of surplus funds invested by the Company and (ii) manufacture of die casting dies, fixtures and die casting components, primarily meant for the automobiles industry.

Total income of the Company during the year under review is ? 19,446 lakh, as against ? 3,071 lakh during the previous year. Income from investments aggregating to ? 17,691 lakh represented major portion of the turnover, which during the previous year was ? 1,513 lakh.

Financial Highlights

The highlights of the financial results are given below:

Particulars

FY2022

(? In Lakh) FY2021

Total income

19,445.60

3,071.46

Gross profit before depreciation

17,420.41

1,097.88

Depreciation

196.67

193.40

Profit before tax

17,223.74

904.48

Tax expense

2,952.39

23.26

Profit for the year

14,271.35

881.22

Earnings per share (?)

124.87

7.71

Total income and profit of the Company for FY2022 is unlike FY2021. The Company received dividend of ? 15,896 lakh in FY2022, while no dividend was received in FY2021.

Presentation of Standalone Financial Statements

The financial statements of the Company for FY2022, on a standalone basis has been prepared in compliance with the Companies Act, 2013 (the ''Act''), applicable Accounting Standards and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (''SEBI Listing Regulations'') and are disclosed in accordance with Schedule III of the Act.

Continued Classification as a Core Investment Company

Under the Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016, as amended, the Company is termed as an unregistered Core Investment Company (CIC) as per Reserve Bank of India Guidelines dated 13 August 2020. As an unregistered CIC, the Company must invest at least 90% of its net assets in Group companies, of which at least 60% must be through equity investments.

The Company continued to meet the conditions for being classified as a CIC, exempted from registration with Reserve Bank of India (''RBI'').

Dividend Distribution Policy

Pursuant to the provisions of SEBI Listing Regulations, the Company had formulated a Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/ or retaining profits earned. The Board at its meeting held on 25 October 2021 had revised the Dividend Distribution Policy thereby enabling the Company to maintain a minimum dividend pay-out of 50% of distributable profits on stand-alone basis each year. The revised policy is available on the website of the Company at https://www.mahascooters.com/aboutus.html#cgc

Dividend

The directors recommend for consideration of the members at the ensuing Annual General Meeting (''AGM''), payment of dividend of ? 80 per equity share (800%) of face value of ? 10 each. The total dividend for FY2022 is ? 9,142.85 lakh.

The dividend recommended is in accordance with the principles and criteria set out in the Dividend Distribution Policy.

The dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please refer to Notice of AGM.

The Covid-19 Pandemic

FY2022 was once again dominated by the Covid-19 pandemic as new waves of infection swept across countries. In India, the second wave (called ''Delta'') proved far more deadly than the first that struck in 2020.

The advent of the highly transmissible variant ''Omicron'' in early January 2022 (the third wave) spread much dread across the world. During this wave, India''s daily number of reported cases peaked to nearly 3.5 lakh on 20 January 2022 and the active case load was over 22 million as on 23 January 2022. Fortunately, while highly transmissible, Omicron was not as clinically deadly as the Delta variant. So, while many got infected, almost all got well again within a week or so, without hospitalisation and mortality.

Considering the nature of business, the operations of the Company were carried out with due precautions and were uninterrupted. The impact of Covid-19 on the business was minimal.

Subsidiaries/Associates

The Company has no subsidiary or associate. Neither the Company has entered into a joint venture with any company.

Directors and Key Managerial Personnel

(i) Director liable to retire by rotation

Anish Amin retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment. Brief details of Anish Amin, who is seeking re-appointment, are given in the Notice of AGM.

(ii) Changes in KMP

There were no changes in KMPs of the Company during FY2022.

Declaration given by Independent Directors

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence as provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

Policy on Directors'' Appointment and Remuneration

(i) Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy.

The policy, inter alia, provides (a) the criteria for determining qualifications, positive attributes and independence of directors and (b) a policy on remuneration for directors, key managerial personnel and other employees. The Policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

(ii) Revision in sitting fee payable to Non-Executive Directors

Considering the liabilities, responsibilities and obligations of the non-executive directors sharply going up with numerous changes taking place in the legal provisions concerning them and as recommended by the Nomination and Remuneration Committee, sitting fees payable to the directors of the Company has been revised from ? 50,000 to ? 100,000 per meeting of the Board and its Committees to be attended by them as a member, effective from 1 May 2022, by the Board at its meeting held on 25 April 2022.

In consideration of such revision in the sitting fee payable to non-executive directors, the Remuneration Policy is accordingly revised. The revised Remuneration Policy is available on the Company''s website at https://www.mahascooters.com/aboutus.html#cgc

Compliance with Code of Conduct

All Board members and senior management personnel have affirmed their compliance with the Company''s Code of Conduct for FY2022.

A declaration to this effect signed by the Manager & CEO is included in this Annual Report.

Annual Return

A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/Ministry of Corporate Affairs within the Regulatory timelines is hosted on the Company''s website and can be accessed at https://www.mahascooters.com/investorsrel.html#AGM

Number of meetings of the Board

Five meetings of the Board were held during FY2022. Details of the meetings and attendance thereat forms part of the Corporate Governance Report.

Directors'' Responsibility Statement

In accordance with the provisions of Section 134(3) (c) of the Act and based on the information provided by the management, the directors state that:

(a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, if any;

(b) 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 of the Company for that period;

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

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

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

Audit Committee

The Audit Committee comprises of Yogesh Shah as Chairman, Naresh Patni and Lila Poonawalla as other members.

The brief terms of reference and attendance record of members are given in the ''Corporate Governance Report''.

Particulars of Loans, Guarantees and Investments

The Company has not given any loans or provided any security. Full particulars of the investments covered under the provisions of section 186 of the Act, made by the Company are detailed in the Financial Statements attached to this Report.

Share Capital

The paid-up equity share capital as on 31 March 2022 stood at ? 1,143 lakh. During the year under review, there was no public issue, rights issue, bonus issue or preference share issue, nor had the Company issued shares with differential voting rights or granted stock options or sweat equity.

Related Party Transactions

All contracts/arrangements/transactions entered by the Company during FY2022 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are of foreseen and repetitive nature as well as for transactions which are not foreseen and details of which are not available, upto the limits as specified in the SEBI Listing Regulations. Pursuant to the said omnibus approval, details of transaction entered into is also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during FY2022 were on arm''s length basis and in the ordinary course of business of the Company under the Act and not material under the SEBI Listing Regulations. None of the transactions required members'' prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during FY2022 are provided in the notes to the financial statements. There were no material related party transactions requiring disclosure as per the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

The Policy on Materiality of and Dealing with Related Party Transactions was amended pursuant to the amendment to SEBI Listing Regulations in FY2022. The said policy is placed on the Company''s website at https://www.mahascooters.com/aboutus.html#cgc

Material Changes and Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and OutgoDetails pursuant to Rule 8(3) of the Companies (Accounts) Rules, 2014

Conservation of energy

Replacement of LED Lamps in the factory has contributed to saving in electricity. This has helped in availing maximum rebate in electricity bills.

Technology absorption

No expenditure was incurred by the Company attributable to technology absorption during the year.

Expenditure on Research & Development

No expenditure was incurred by the Company attributable to Research & Development during the year.

Foreign exchange earnings and Outgo

The foreign exchange earned by the Company during the year was ? 83.31 lakh, while the outgo was ? 4.59 lakh.

Corporate Social Responsibility (CSR)

Considering the CSR spend of the Company not exceeding fifty lakh rupees, the Company is not required to constitute a CSR Committee and the functions of the CSR Committee are being discharged by the Board.

In terms of the provisions of the Act read with amended Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities under the format prescribed under Annexure II of the said Rules is annexed to this Report.

In line with the amendment to the Act dealing with CSR, the Board, at its meeting held on 28 April 2021, amended the existing Policy. The Policy is uploaded on the website of the Company at

https://www.mahascooters.com/aboutus.html#cgc. The CSR projects approved by the Board for FY2023 will be displayed on the website and will be updated on an ongoing basis.

The Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2022.

Formal Annual Evaluation

Pursuant to section 178 of the Act, the Nomination and Remuneration Committee (NRC) and the Board has decided that the evaluation shall be carried out by the Board only and the NRC will only review its implementation and compliance.

Further as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the performance evaluation of independent directors shall be done by the entire Board of Directors excluding the director being evaluated, on the basis of performance and fulfillment of criteria of independence and their independence from management. On the basis of the report of the performance evaluation, it shall be determined whether to extend or continue the term of appointment of Independent Director.

Accordingly, the Board has carried out an annual performance evaluation of its own performance, that of its Committees, Chairperson and individual directors.

The manner in which formal annual evaluation of performance was carried out by the Board for the period from 1 January 2021 to 31 December 2021, is given below:

• The Nomination and Remuneration Committee at its meeting held on 18 May 2020, reviewed the criteria for evaluation of the Board, its Committees, Chairman and individual directors, which is available on the website of the Company at https://www.mahascooters.com/aboutus.html#cgc

• Based on the said criteria, a questionnaire-cum-rating sheet was deployed using an IT platform for seeking feedback of the directors with regards to the performance of the Board, its Committees, the Chairperson and individual directors.

• From the individual ratings received from the directors, a report on summary of ratings in respect of performance evaluation of the Board, its Committees, Chairperson and individual directors for the period from 1 January 2021 to 31 December 2021 and a consolidated report thereof was arrived at.

• The report of performance evaluation so arrived at was then noted and discussed by the Board at its meeting held on 17 January 2022.

• The NRC reviewed the implementation and compliance of the performance evaluation at its meeting held on 17 January 2022.

• Under the law, as per the report of performance evaluation, the Board shall determine, inter alia, whether to continue the term of appointment of an independent director. Based on the report and evaluation, the Board at its meeting held on 17 January 2022, determined that the appointment of all independent directors may continue.

• During FY2022, the criteria and process followed by the Company was reviewed by the NRC and the Board, which opined these to be satisfactory.

Other than the Chairperson of the Board and NRC, no other director had access to the individual ratings given by the directors.

Significant and Material Orders

During FY2022, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Company''s operations in future.

Internal Audit

The internal audit function provides an independent view to its Board of Directors, the Audit Committee and Senior Management on the quality and efficacy of the internal controls, governance systems and processes.

At the beginning of each financial year, an audit plan is rolled out after the same has been approved by Audit Committee. The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with

laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas.

Significant audit observations and corrective actions thereon are presented to the Audit Committee of Board.

Internal Financial Controls

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. Internal financial controls of the Company are also similarly commensurate. These have been designed to provide reasonable assurance about recording and providing reliable financial information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively.

Whistle Blower Policy/Vigil Mechanism

The Company has a Whistle Blower Policy encompassing Vigil Mechanism pursuant to the requirements of the section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The Audit Committee reviews the functioning of the Whistle Blower Policy. The Policy/Vigil Mechanism enables directors and employees to report to the management their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information. More details are given in ''Corporate Governance Report''. The Audit Committee reviews the functioning of the Vigil Mechanism/ Whistle Blower Policy once a year.

During FY2022, the Audit Committee considered and took note of the complaints received under this mechanism.

The Whistle Blower Policy is uploaded on the website of the Company and can be accessed at https://www.mahascooters.com/aboutus.html#cgc

Corporate Governance

In terms of SEBI Listing Regulations, a separate section titled ''Corporate Governance'' has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

The Chief Executive Officer and the Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as specified in the SEBI Listing Regulations.

A Certificate from the statutory auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Business Responsibility Report

Pursuant to the provisions of the SEBI Listing Regulations, the Company is required to give Business Responsibility Report (''BRR'') in the Annual Report.

The BRR for FY2022 has been placed on the Company''s website at https://www.mahascooters.com/investorsrel.html#AGM

Secretarial Standards of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA circulars granting exemptions in view of the Covid-19 pandemic.

Statutory Auditor and Auditors'' Report

Pursuant to the provisions of section 139 of the Act, the members at the annual general meeting of the Company held on 18 July 2017 had appointed Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No.105215W/W100057) as statutory auditors of the Company from the conclusion of 42nd AGM till the conclusion of 47th AGM, covering a term of five consecutive years.

The statutory audit report for FY2022 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

As per the provisions of section 139 of the Act, every company shall appoint an individual or a firm as an auditor who shall hold office from the conclusion of that meeting till the conclusion of its sixth annual general meeting. Accordingly, the first term of Kirtane and Pandit LLP, Chartered Accountants as Statutory Auditors expires at the conclusion of the ensuing Annual General Meeting.

The Board of Directors, based on the recommendations of the Audit Committee, at their meeting held on 25 April 2022 have proposed/recommend the appointment of Khimji Kunverji & Co. LLP, Chartered Accountant (Firm Registration No. 105146W/ W100621) as Statutory Auditors of the Company from the conclusion of 47th AGM till the conclusion of 52nd AGM, covering one term of five consecutive years. In the ensuing AGM, approval of the members is being sought for their appointment as Statutory Auditors of the Company, from the conclusion of 47th AGM till the conclusion of 52nd AGM and fixation of remuneration.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Company has reappointed, Shyamprasad D Limaye, Practising Company Secretary (FCS No. 1587, CP No. 572) to undertake the secretarial audit of the Company. Secretarial audit report for FY2022 as issued by him in the prescribed form MR-3 is annexed to this Report.

The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

Pursuant to Regulation 24A(2) of SEBI Listing Regulations, a report on secretarial compliance for FY2022 has been issued by Shyamprasad D Limaye and the same will be submitted with the stock exchanges within the given timeframe.

There are no observations, reservations or qualifications or adverse remark in any of the aforesaid report.

The auditors i.e. statutory auditors and secretarial auditors have not reported any matter under section 143(12) of the Act, and therefore, no detail is required to be disclosed under section 134(3)(ca) of the Act.

Statutory Disclosures

• The financial results of the Company are placed on the Company''s website at https://www.mahascooters.com/investors.html#QFR

• Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration, to the extent applicable are annexed to this Report.

• Details as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors'' Report, will be made available to any member by way of email, as per provisions of section 136(1) of the said Act.

• The provisions of section 148 of the Act, are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under sub-section (1) of section 148 of the Act.

• The Company has a Policy on Prevention of Sexual Harassment at the workplace. There was no case reported during the year under review under the said Policy. Further, there were no women employees employed in the Company during FY2022. Since, there are no women employees in the Company, the Internal Complaints Committee has not been constituted as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• There is no change in the nature of business of the Company during FY2022.

• Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

Industrial Relations

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

On behalf of the Board of Directors

Sanjiv Bajaj

Chairman

Pune: 25 April 2022


Mar 31, 2019

DIRECTORS’ REPORT

Introduction:

The Directors present their forty-fourth (44th) Annual Report and Audited Financial Statements for the year ended 31 March 2019.

Review of operations:

The business activities of the Company, during the year under review, continued to be restricted to the (i) manufacture of die casting dies, fixtures and die casting components, primarily meant for the automobiles industry and (ii) treasury operations involving management of surplus funds invested by the Company.

The turnover of the Company during the year under review was Rs, 95.93 crore, as against Rs, 82.43 crore during the previous year. The major portion of turnover was represented by income from investments amounting to Rs, 77.29 crore, which during the previous year was Rs, 69.03 crore.

Continued classification as a Core Investment Company:

The company continued to meet the conditions for being classified as a Core Investment Company exempted from registration with Reserve Bank of India, pursuant to the provisions of section 45-1A of the RBI Act, 1934.

Financial Highlights:

(Rs, in lakh)

Particulars

FY 2019

FY 2018

Gross sales and other income

9592.52

8242.99

Gross profit before depreciation

7595.07

6208.98

Depreciation

155.21

74.64

Profit before tax

7439.86

6134.34

Tax expenses

159.84

58.57

Profit after tax

7280.02

6075.77

Earnings per share (?)

63.70

53.16

Dividend:

For the financial year ended 31 March 2019, the Directors are pleased to recommend for consideration of the shareholders at the ensuing Annual General Meeting, payment of dividend @ Rs, 33 per share (330%) on

11,428,568 equity shares of Rs, 10 each. For the financial year ended on 31 March 2018, the Company had paid a dividend @ Rs, 33 per share (330%).

The amount of dividend inclusive of tax thereon for the financial year 2018-19 amounts to Rs, 4546.66 lakh, same as paid during the previous year. Share capital:

The paid up equity share capital as on 31 March 2019 was Rs, 11.43 crore. During the year under review, there was no public issue, rights issue, bonus

issue or preference share issue, nor had the Company issued shares with differential voting rights or granted stock options or sweat equity. Presentation of financial statements:

The financial statements of the Company for the year ended 31 March 2019 have been disclosed as per Division ll of Schedule III to the Companies Act, 2013.

Cash flow statement:

A Cash Flow Statement for the year 2018-19 is included in the annexed Statement of Accounts.

Extract of Annual Return:

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and Rules framed thereunder, an extract of Annual Return as on 31 March 2019 in the prescribed Form No.MGT-9 is annexed to this Report (Annexure-I) Number of meetings of the Board:

Four (4) meetings of the Board were held during the year. Detailed information is given in the annexed Corporate Governance Report. Directors’ Responsibility Statement:

As required pursuant to clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, the directors, to the best of their knowledge and belief, state that -

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

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

Details in respect of frauds, if any reported by the Auditors:

No offence involving fraud committed against the Company by officers or employees of the Company was reported by the Auditors to the Audit Committee or the Board pursuant to section 143(12) of the Companies Act, 2013.

Statements on declaration given by Independent Directors:

All the independent directors have submitted declarations to the Company to the effect that they meet the criteria of independence as provided in sub-section (7) of section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations, as amended. After undertaking due assessment of the veracity of the declarations submitted by the Independent Directors, the Board took the same on records.

Director’s remuneration policy and criteria for matters under section 178 of the Companies Act, 2013:

Information regarding Directors'' Remuneration Policy and criteria for determining the qualification, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013 are contained in the Corporate Governance Report. The said policy is also hosted on the website of the Company: www.mahascooters.com

Particulars of loans, guarantees and investments:

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

Particulars of contracts and arrangements with related parties:

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

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

During the year under review, pursuant to the provisions of section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee for its prior approval.

Pursuant to Regulation 23 of SEBI Listing Regulations, 2015, the Board, at its meeting held on 15 May 2019, has revised the policy on materiality of related party transactions and on dealing with related party transactions including

clear threshold limits for various transactions with related parties. The said policy is hosted on the website of the company: www.mahascooters.com Details pursuant to Rule 8(3) of the Companies (Accounts) Rules, 2014:

Conservation of energy

The Company continued to maintain power factor to unity throughout the year, resulting in availing maximum rebate in electricity bills. Replacement of LED lamps / tubes all over the factory has also contributed to saving in electricity

Technology absorption

No expenditure was incurred by the Company attributable to technology absorption during the year.

Expenditure on Research & Development

No expenditure was incurred by the Company attributable to Research & Development during the year.

Foreign exchange earnings and Outgo

The Company did not earn any foreign exchange, while the outgo was '' 151.18 lakh

Annual evaluation of the Board, Committees and Individual Directors:

Pursuant to provisions of the Companies Act, 2013 and regulation 25(4) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The manner in which formal annual evaluation was made is provided in the annexed Corporate Governance Report.

Details of Directors and Key Managerial Personnel who were appointed or resigned during the year:

Change in Directors:

(i) Additional Director

During the year under review, at the board meeting of the company held on 22 October 2018, Abhinandan More (DIN 07417210) was appointed as an Additional Director, in the capacity as a non-executive / non-independent director representing Western Maharashtra Development Corporation Ltd., valid till the ensuing annual general meeting and is to be appointed by the shareholders at their said meeting.

(ii) Director liable to retire by rotation

In due compliance of the provisions of the Companies Act, 2013, Vishwanath L. Rajale retires by rotation as a director and being eligible, offers himself for re-appointment.

The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 in case of re-appointment of the directors is provided in the notice of the ensuing annual general meeting.

Detailed information on the directors is provided in the Corporate Governance Report.

Changes in KMP:

There has been no change in Key Managerial Personnel during the year under review.

Material orders, if any, passed by the Regulators, Courts etc.:

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

Updates on litigation involving promoters:

With respect to the litigation between the promoters, i.e. Bajaj Holdings & Investment Ltd. (BHIL) and Western Maharashtra Development Corporation Ltd. (WMDC) in connection with the sale of 27% shareholding in our company i.e. 3,085,712 equity shares by WMDC to BHIL, pending since 2003, the updates/ developments during the year under review are as follows:-

- The Hon''ble Supreme Court of India passed an Order dated 9 January 2019, directing WMDC to transfer 3,085,712 shares of the company to BHIL upon payment to WMDC an amount of '' 232 per Share (in place of '' 151.63 per share) along with interest @ 18% p.a. from the date of the Arbitral Award.

- Further developments are awaited.

Details of internal financial controls with reference to the financial statements:

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

Risk Management Policy:

The Company has adopted a Risk Management Framework for the Company, including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. Material changes and commitments:

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

Corporate Governance:

In terms of regulation 34 of Listing Regulations, a Report on Corporate Governance together with the Auditors Certificate thereon, Management Discussion and Analysis Report & Corporate Social Responsibility Report forms integral part of Corporate Governance Report.

Business Responsibility Report:

Pursuant to regulation 34(2) of the SEBI Listing Regulations, 2015, top 500 listed companies by market capitalisation, calculated as on March 31 of every financial year, are required to include in their annual report a Business Responsibility Report, describing therein the initiatives taken by them from environmental, social and governance perceptive, in the format prescribed by SEBI.

In due compliance of Regulations aforesaid, as part of the Annual Report for the financial year 2018-19, the Company has presented its Business Responsibility Report. However, in its quest of green initiative, the Company has hosted the Business Responsibility Report on its website: www.mahascooters.com On request, a physical copy of said Report would be made available to any shareholder, free of cost.

Secretarial Audit Report:

Pursuant to the provisions of section 204 of the Companies Act, 2013, the Company had appointed Shyamprasad D. Limaye, a Fellow Member of the Institute of Company Secretaries of India and a Company Secretary in Practice (FCS No.1587, Certificate of Practice No.572), to conduct the secretarial audit and give a secretarial audit report for the year 2018-19 to be annexed to the report of Board of Directors.

Secretarial audit report of Shyamprasad D. Limaye in the prescribed Form MR-3 is annexed to this report (Annexure-II). The Report does not contain any qualification, reservation, disclaimer or adverse remarks.

Further, as stipulated pursuant to SEBI Circular dated 8 February 2019, annual secretarial compliance report of Shyamprasad D Limaye, confirming

compliance by company of all applicable SEBI Regulations / Circulars / Guidelines during the financial year ended 31 March 2019, is being submitted to stock exchanges. There are no observations, reservations or qualifications in the said report.

Secretarial Standards of ICSI:

Pursuant to the approval given on 10 April 2015 by Central Govt. to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. These Secretarial Standards were subsequently revised, effective from 1 October 2017. The Company is in compliance with the said Standards. Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 18 July 2017 had appointed Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No.105215W / W100057) as statutory auditors of the Company from the conclusion of 42nd Annual General Meeting till the conclusion of 47th Annual General Meeting, covering one term of five consecutive years, At the 43rd Annual General Meeting of the company held on 16 July 2018, the shareholders had also authorized the Board of directors to fix the remuneration of Statutory Auditors for the financial year 2018-19 and thereafter.

During the year under review, the total fees paid by the company to the Statutory Auditors, including its affiliated network entities, if any, was '' 10.54 lakh Auditors’ Report:

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Industrial relations:

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

Details of Directors and Employees remuneration:

Details as required under the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report (Annexure-III).

Details as required under the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors'' Report, will be made available to any member on request, as per provisions of section 136(1) of the said Act.

Internal complaints committee:

The Company has a policy on prevention of sexual harassment at the workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case reported during the year under review under the said Policy.

Corporate Social Responsibility (CSR) Reporting:

Detailed information on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the annual report on CSR activities annexed to this report (Annexure-IV).

On behalf of the Board of Directors

Sanjiv Bajaj

Pune, 15 May 2019. Chairman of Meeting


Mar 31, 2018

DIRECTORS’ REPORT

INTRODUCTION:

The Directors present their forty-third (43rd) Annual Report and Audited Financial Statements for the year ended 31 March 2018.

REVIEW OF OPERATIONS:

During the year under review, the business activities of the Company continued to be restricted to the (i) manufacture of die casting dies, fixtures and components, primarily meant for the automobiles industry and (ii) treasury operations involving management of surplus funds invested by the Company.

The turnover of the Company during the year under review was Rs, 82.43 crore as against Rs, 30.29 crore. The income for the year 2016-17 is strictly not comparable, since the dividend income received during the year 2016-17 was lower on account of the Company having received interim dividend in the year 2015-16 from the investee companies.

CONTINUED CLASSIFICATION AS A CORE INVESTMENT COMPANY:

Pursuant to the provisions of section 45-IA of RBI Act, 1934, the Company continued to meet the conditions for being classified as a Core Investment Company, exempted from registration with Reserve Bank of India. This, however, had no significant impact on the operations / finances of the Company. FINANCIAL HIGHLIGHTS:

(Rs, in Lakh)

Particulars

2017-18

2016-17

Gross sales and other income

8242.99

3028.57

Gross profit before depreciation

6208.98

1489.28

Depreciation

74.64

55.38

Profit before tax

6134.34

1433.90

Tax expenses

58.57

127.16

Profit after tax

6075.77

1306.74

Earnings per share

53.16

11.43

RECOMMENDATION ON DIVIDEND:

For the financial year ended 31 March 2018, the Directors are pleased to recommend for consideration of the shareholders at the ensuing Annual General Meeting, payment of dividend @ Rs, 33 per share (330%) on 11,428,568 equity shares of Rs,10 each. For the financial year ended on 31 March 2017, the Company had paid a dividend @ Rs, 30 per share (300%).

The amount of dividend inclusive of tax thereon for the financial year 2017-18 amounts to Rs, 4546.66 lakh. As against this, dividend of Rs, 4126.55 was paid during the previous year.

SHARE CAPITAL:

The paid up equity share capital as on 31 March 2018 was Rs, 11.42 crore. During the year under review, there was no public issue, rights issue, bonus issue or preference share issue, nor had the Company issued shares with differential voting rights or granted stock options or sweat equity.

PRESENTATION OF FINANCIAL STATEMENTS:

The financial statements of the Company for the year ended 31 March 2018 have been disclosed as per Division ll of Schedule III to the Companies Act, 2013.

CASH FLOW STATEMENT:

A Cash Flow Statement for the year 2017-18 is included in the annexed Statement of Accounts.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and Rules framed there under, an extract of Annual Return as on 31 March 2018 in the prescribed Form No. MGT-9 is annexed to this Report (Annexure-I).

NUMBER OF MEETINGS OF THE BOARD:

Four (4) meetings of the Board were held during the year. Detailed information is given in the annexed Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required pursuant to clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, the directors, to the best of their knowledge and belief, state that -

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

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

DETAILS IN RESPECT OF FRAUDS, IF ANY, REPORTED BY THE AUDITORS:

No offence involving fraud committed against the Company by officers or employees of the Company was reported by the Auditors to the Audit Committee or the Board pursuant to section 143(12) of the Companies Act, 2013.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the independent directors have submitted declarations to the Company to the effect that they meet the criteria of independence as provided in sub-section (7) of section 149 of the Companies Act, 2013.

DIRECTORS'' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:

Information regarding Directors'' Remuneration Policy and criteria for determining the qualification, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013 are contained in the Corporate Governance Report. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loans or provided any security. Full particulars of the investments made by the Company are provided in the Financial Statements attached to this Report. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

During the year under review, pursuant to the provisions of section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee for its prior / omnibus approval.

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

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

Conservation of energy

The Company continued to maintain power factor to unity throughout the year, resulting in getting maximum rebate in electricity bills. Company has initiated steps to introduce energy saving LED lamps in a phased manner all over the factory premises.

Technology absorption

No expenditure was incurred by the Company attributable to technology absorption during the year.

Expenditure on Research & Development

No expenditure was incurred by the Company attributable to Research & Development during the year.

Foreign exchange earnings and Outgo

The Company did not earn any foreign exchange, while the outgo was Rs, 473.22 lakh.

ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to provisions of the Companies Act, 2013 and regulation 25(4) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The manner in which formal annual evaluation was made is provided in the annexed Corporate Governance Report.

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

Change in Directors:

During the year under review, R.K. Nikharge, an Independent Director resigned from the Board effective 30 May 2017 on account of personal reasons. Further, Western Maharashtra Development Corporation Ltd. (WMDC), one of the two Promoters of the Company, withdrew the nomination of Sadashiv S. Survase as their nominee Director effective 7 June

2017.

The Board placed on record its sincere appreciation of the valuable services rendered by them during their tenure on the Board.

As nominated by WMDC, the Board appointed V.L. Rajale as a nominee Director representing WMDC in place of Sadashiv S. Survase, w.e.f. 18 July 2017. Pursuant to the provisions under the Companies Act, 2013 and the Rules made there under, the same is now put up for approval of shareholders at the ensuing annual general meeting. Necessary details have been annexed to the notice of the meeting in terms of section 102(1) of the Companies Act, 2013 and regulation 36(3) of the SEBI Listing Regulations, 2015.

Subsequent to the year end, the following are the developments:-

Mrs. Richa Bagla, a Woman Independent Director resigned from the Board effective 5 April 2018 on account of her professional commitments.

WMDC withdrew the nomination of Vikram Kumar as their nominee Director effective 5 May 2018.

On the recommendations of Nomination and Remuneration Committee, the Board at its meeting held on 16 May 2018 appointed Ms. Vrushali Agashe and Sadashiv S. Survase as Independent Directors on the Board.

As required under the said Act and the Rules made there under, the proposals for appointment of Ms. Vrushali Agashe, as an Independent Woman Director and Sadashiv S. Survase are now put up for approval of shareholders at the ensuing annual general meeting. Necessary details have been annexed to the notice of the meeting in terms of section 102(1) of the Companies Act, 2013 and regulation 36(3) of the SEBI Listing Regulations, 2015.

Ms. Vrushali Agashe and Sadashiv S. Survase have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they respectively meet the criteria of independence as provided in section 149(6) and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015.

In due compliance of provisions of the Companies Act, 2013, Sanjiv Bajaj retires by rotation as a Director and being eligible, offers himself for re-appointment. The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 in case of re-appointment of the director is provided in the notice of the ensuing annual general meeting. Changes in KMP:

R.D. Haware, who was appointed as Chief Executive Officer of the Company w.e.f. 13 October 2014 upto 12 October 2019, has tendered his resignation owing to personal reasons, w.e.f.

30 June 2018. In the vacancy so caused, the Board at its meeting held on 16 May 2018 approved the appointment of Shriniwas Pathak as "Manager", designated as Chief Executive Officer" of the Company, subject to the approval of members at the ensuing annual general meeting.

Proposal for appointment of Shriniwas Pathak as "Manager" / Chief Executive Officer" of the Company is now put up for approval of shareholders at the ensuing annual general meeting.

Apart from above, there was no change in the Directors and Key Managerial Personnel during the year under review. Detailed information on the directors is provided in the Corporate Governance Report.

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

No material Orders were passed by any Regulators or Courts or Tribunals during the financial year under review impacting the going concern status of the Company''s operations in future. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

RISK MANAGEMENT POLICY:

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

MATERIAL CHANGES AND COMMITMENTS:

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

CORPORATE GOVERNANCE:

In terms of regulation 34 of Listing Regulations, a Report on Corporate Governance together with the Auditors Certificate thereon, Management Discussion and Analysis Report & Corporate Social Responsibility Report forms integral part of Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT:

Pursuant to regulation 34(2) of the SEBI Listing Regulations, 2015, top 500 listed companies by market capitalization, calculated as on March 31 of every financial year, are required to include in their annual report a Business Responsibility Report, describing therein the initiatives taken by them from environmental, social and governance perceptive, in the format prescribed by SEBI.

For the financial year ended 31 March 2017, your Company was listed in the top 500 companies by market capitalization and consequently, as part of the Annual Report for the financial year 2017-18, the Company has presented its Business Responsibility Report.

In its quest of green initiative, the Company has hosted the Business Responsibility Report on its website viz., www.mahascooters.com On request, a physical copy of said Report would be made available to any shareholder, free of cost.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013, the Company had appointed Shyamprasad D. Limaye, a Fellow Member of the Institute of Company Secretaries of India and a Company Secretary in Practice (FCS No.1587, Certificate of Practice No.572), to conduct the secretarial audit and give a secretarial audit report for the year 2017-18 to be annexed to the report of Board of Directors.

Secretarial audit report of Shyamprasad D. Limaye in the prescribed Form MR-3 is annexed to this report (Annexure-II). The Report does not contain any qualification, reservation, disclaimer or adverse remarks.

SECRETARIAL STANDARDS OF ICSI:

Pursuant to the approval given on 10 April 2015 by Central Govt. to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. These Secretarial Standards were subsequently revised and made effective from 1 October 2017. The Company is in compliance with the said Standards.

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 18 July 2017 had appointed Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No.105215W / W100057) as statutory auditors of the Company from the conclusion of 42nd Annual General Meeting till the conclusion of 47th Annual General Meeting, covering one term of five consecutive years, subject to ratification by the members at each intervening Annual General Meeting.

In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7 May 2018, ratification of auditors'' appointment is no longer required. However, as required under section 142 of the Companies Act,

2013, a proposal is put up for approval of members for authorizing the Board of Directors of the Company to fix Auditors'' remuneration for the year 2018-19 and thereafter. The members are requested to approve the same.

AUDITORS'' REPORT:

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

INDUSTRIAL RELATIONS:

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

DETAILS OF DIRECTORS AND EMPLOYEES REMUNERATION:

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report (Annexure-III).

During the year under review, none of the employees of the Company was in receipt of remuneration as referred to in section 197(12) of the Companies Act, 2013 read with rule 5(2) and (3) of the Rules aforesaid.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING:

Detailed information on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the annual report on CSR activities annexed to this report (Annexure-IV).

On behalf of the Board of Directors

Madhur Bajaj

Pune, 16 May 2018. Chairman


Mar 31, 2017

DIRECTORS’ REPORT

INTRODUCTION:

The Directors present their forty-second (42nd) Annual Report and Audited Financial Statements for the year ended 31 March 2017, prepared in due compliance of extant provisions of the Companies Act, 2013 and Schedule III thereto.

REVIEW OF OPERATIONS:

During the year under review, the business activities of the Company continued to be restricted to the (i) manufacture of die casting dies, jigs and fixtures, primarily meant for the automobiles industry and (ii) treasury operations involving management of surplus funds invested by the Company.

Sales attributed to manufacture of die casting dies, jigs and fixtures were marginally lower at '' 843.29 lakhs, as compared to Rs, 892.96 lakhs during the previous year.

The turnover of the Company during the year under review amounted to Rs, 2923.63 lakhs as against Rs, 11714.99 lakhs during the previous year, which included additional dividend received during that year by way of interim dividend and consequently, the figures are not strictly comparable. CLASSIFICATION AS A CORE INVESTMENT COMPANY: The Company continued to fulfill the criteria for being classified as a Core Investment Company (CIC) exempted from registration with Reserve Bank of India pursuant to section 45-IA of RBI Act, 1934. The continued classification of the Company as a Core Investment Company, however, had no significant impact on the operations / finances of the Company. FINANCIAL HIGHLIGHTS:

(Rs, in lakhs)

2016-17

2015-16

Net sales and other income

2923.63

11714.99

Gross profit before depreciation

1425.20

10173.38

Depreciation

55.32

73.50

Profit before tax

1369.88

10099.88

Tax expense

148.00

116.00

MAT credit entitlement

(34.00)

(116.00)

Profit after tax

1255.88

10099.88

Earnings per Share (Rs,)

10.99

88 . 37

RECOMMENDATION ON DIVIDEND:

For the financial year ended 31 March 2017, the Directors are pleased to recommend for consideration of the Shareholders at the ensuing Annual General Meeting, payment of dividend @ Rs, 30 per share (300%) on 11,428,568 equity shares of Rs,10 each. For the financial year ended on 31 March 2016, the Company had paid interim dividend @ Rs, 30 per share (300%), which was confirmed by the Shareholders as final dividend.

The amount of dividend inclusive of tax thereon for the financial year 2016-17 amounts to Rs, 4126.55 lakhs, same as paid during the financial year 2015-16.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31 March 2017 was Rs, 11.42 crores. During the year under review, there was no public issue, rights issue, bonus issue or preference share issue, nor had the Company issued shares with differential voting rights or granted stock options or sweat equity.

PRESENTATION OF FINANCIAL STATEMENTS:

The financial statements for the year ended 31 March 2017 are prepared in due compliance of the Schedule III to the Companies Act, 2013.

CASH FLOW STATEMENT:

A Cash Flow Statement for the year 2016-17 is included in the annexed Statement of Accounts.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 and Rules framed there under, an extract of Annual Return as on 31 March 2017 in the prescribed Form No. MGT-9 is annexed to this Report (Annexure-I).

NUMBER OF MEETINGS OF THE BOARD:

There were four (4) meetings of the Board held during the year. Detailed information is given in the annexed Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As required pursuant to clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, state that -

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

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

DETAILS IN RESPECT OF FRAUDS, IF ANY, REPORTED BY THE AUDITORS:

No offence involving fraud committed against the Company by officers or employees of the Company was reported by the Auditors to the Audit Committee or the Board pursuant to section 143(12) of the Companies Act, 2013.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

DIRECTORS’ APPOINTMENT AND REMUNERATION POLICY:

Information regarding Directors'' Remuneration Policy and criteria for determining the qualification, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013 are contained in the Corporate Governance Report. The Policy is also available on the website of the Company i.e. www.mahascooters.com

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loans or provided any security. Full particulars of the investments made by the Company are provided in the Financial Statements attached to this Report. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

Pursuant to the provisions of section 177 of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee for its prior / omnibus approval.

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

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

Conservation of energy

The Company continued to maintain power factor to unity throughout the year, resulting in getting maximum rebate in electricity bills. Company has initiated steps to introduce energy saving LED lamps in a phased manner all over the factory premises.

Technology absorption

No expenditure was incurred by the Company attributable to technology absorption during the year.

Expenditure on Research & Development

No expenditure was incurred by the Company attributable to Research & Development during the year.

Foreign exchange earnings and Outgo

The Company did not earn any foreign exchange, while the outgo was Rs, 36.15 lakhs.

ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to provisions of the Companies Act, 2013 and Regulation 25(4) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Committees. The manner in which formal annual evaluation was made is provided in the annexed Corporate Governance Report.

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

a) Mrs. Charu Desai, one of the Independent Directors of the Company and Woman Director on its Board resigned during the year, owing to personal reasons. The Board records its sincere appreciation of the valuable contribution made by Mrs. Charu Desai during her tenure on the Board.

b) On the recommendations of Nomination and Remuneration Committee, the Board at its meeting held on 24 January 2017 appointed Mrs. Richa Bagla as an Independent Director / Woman Director, for a period of 5 years, effective 24 January 2017, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

c) There was no change in the Key Managerial Personnel during the period under review.

d) In light of provisions of the Companies Act, 2013, Shri Sanjiv Bajaj retires from the Board by rotation this year and being eligible, offers himself for re-appointment. The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015, in case of re-appointment of the director is provided in the Notice of the ensuing annual general meeting

e) Detailed information on the directors is provided in the Corporate Governance Report.

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

No material Orders were passed by any Regulators or Courts or Tribunals during the financial year under review impacting the going concern status of the Company''s operations in future. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has documented its Internal Financial Controls considering the essential components of various critical processes, physical and operational, and which includes its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance during the financial year 2015-16. The controls and processes remained unchanged during the year 2016-17 and as such the internal financial controls with reference to financial statements were adequate and operative effectively during the year 2016-17.

This ensures orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

RISK MANAGEMENT POLICY:

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

MATERIAL CHANGES AND COMMITMENTS:

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

CORPORATE GOVERNANCE:

In terms of Regulation 34 of Listing Regulations, a Report on Corporate Governance together with the Auditors’ Certificate thereon, Management Discussion and Analysis Report & CSR Report forms integral part of Corporate Governance Report. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34(2) of the SEBI Listing Regulations, 2015, Annual Report of top 500 listed companies by market capitalization, calculated as on 31 March of every financial year, are required to include a Business Responsibility Report, describing therein the initiatives taken by them from environmental, social and governance perceptive, in the format prescribed by SEBI.

For the financial year ended 31 March 2016, the name of your Company was listed in the top 500 companies by market capitalization and consequently, as part of the Annual Report for the financial year 2016-17, the Company has presented its first Business Responsibility Report.

In its quest of Green Initiative, the Company has hosted the Business Responsibility Report on its website viz., www.mahascooters.com On request, a physical copy of said Report would be made available to any Shareholder, free of cost.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013, the Company had appointed Shri Shyamprasad D. Limaye, a Fellow Member of the Institute of Company Secretaries of India and a Company Secretary in Practice (FCS No.1587, Certificate of Practice No. 572), to conduct the secretarial audit and give a Secretarial Audit Report for the year 2016-17 to be annexed to the Report of Board of Directors. Secretarial Audit Report of Shri Shyamprasad D. Limaye in the prescribed Form MR-3 is annexed to this Report (Annexure-II). The Report does not contain any qualification, reservation, disclaimer or adverse remarks.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

STATUTORY AUDITORS:

The current Auditors were last re-appointed by the Members at their Annual General Meeting held on 25 July 2016, to hold the office of Auditor from the conclusion of the 41st Annual General Meeting till the conclusion of this 42nd Annual General Meeting. As per the provisions of section 139 Companies Act, 2013, no listed company shall appoint an audit firm as auditors for more than two terms of five consecutive years. The Act also provided for additional transition period of three years from the commencement of the Act i.e. 1 April, 2014. The current

Auditors had completed a period of ten years at the commencement of the said Act and hence, on their completing the additional transition period of three years provided under the Act, the term of the current Auditors expires at the conclusion of the ensuing Annual General Meeting.

The Board of Directors at its meeting held on 16 May 2017, based on the recommendation of the Audit Committee, has recommended the appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No.105215W/W100057), as the Statutory Auditors of the Company for approval by the members.

M/s. Kirtane & Pandit LLP, Chartered Accountants have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under section 141(3)(g) of the said Act and that they are not disqualified to be appointed as statutory auditors in terms of section 143 of the Act.

M/s. Kirtane & Pandit LLP, Chartered Accountants will be appointed as the statutory auditors of the Company from the conclusion of 42nd Annual General Meeting till the conclusion of 47th Annual General Meeting, covering one term of five consecutive years, subject to ratification by the members at each intervening Annual General Meeting, on such terms and conditions as may be mutually agreed.

The members are, therefore, requested to appoint M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No.105215W/W100057), as auditors of the Company for a term of five years from the conclusion of the ensuing annual general meeting till the conclusion of the 47th annual general meeting, to be scheduled in 2022, subject to ratification at each annual general meeting and to fix their remuneration for the year 2017-18.

AUDITORS’ REPORT:

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

INDUSTRIAL RELATIONS:

During the year under review, the Company had an amicable wage settlement agreement with the Workmen, valid through 30 September 2019 and the relations with the Workmen remained cordial.

ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 and Rules framed there under, the Company has established a vigil mechanism for directors and employees to report genuine concerns and to provide for adequate safeguards against victimizations of persons who use such mechanism and the details thereof are disclosed on the website of the Company www.mahascooters.com DETAILS OF DIRECTORS AND EMPLOYEES REMUNERATION:

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report (Annexure-III).

During the year under review, none of the employees of the Company was in receipt of remuneration as referred to in section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Rules aforesaid.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING:

Detailed information on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the Annual Report on CSR activities annexed to this Report (Annexure-IV).

On behalf of the Board of Directors

Madhur Bajaj

Pune, 16 May 2017 Chairman


Mar 31, 2016

The Directors present their forty-first (41st) Annual Report and Audited Financial Statements for the year ended March 31, 2016,
prepared in due compliance of extant provisions of the Companies Act, 2013 and Schedule III thereto.

REVIEW OF OPERATIONS:

Business activities of the company, during the year under review, continued to be restricted to the manufacture of die casting,
jigs and fixtures, primarily meant for the automobile industry and management of investments of surplus funds of the company.

During the year under review, sales on account of manufacture of die casting dies, jigs and fixtures, increased to Rs. 892.96
lakhs as compared to Rs. 687.83 lakhs achieved during the previous year. This increase was on account of the concerted efforts
made for a smooth flow of work orders, aided by enhanced productivity and better quality.

During the year under review, the turnover of the company went up from Rs. 6986.19 lakhs to Rs. 11714.99 lakhs, mainly on account
of certain additional dividend received by way of interim dividend.

CLASSIFICATION AS A CORE INVESTMENT COMPANY:

Considering the fact that the company fulfills the criteria for being qualified as a Core Investment company, exempted from
registration with RBI pursuant to Section 45-IA of the RBI Act, 1934, RBI has confirmed the classification of the Company as
such.

Such classification of the company by RBI, however has no significant impact on the operations / finances of the company.

FINANCIAL HIGHLIGHTS:

(Rs. in lakhs)

2015-16 2014-15

Net sales and other income 11714.99 6986.19

Gross profit before interest and
depreciation 10173.38 5791.56

Interest - -

Depreciation 73.50 315.78

Profit before tax 10099.88 5475.78

Tax expense 116.00 141.00

MAT credit entitlement (116.00) (141.00)

Profit after tax 10099.88 5475.78

Transferred to General Reserve 1010.00 1349.23

Interim dividend
(inclusive of dividend 4126.55 4126.55
distribution tax)

Balance in Statement of Profit & Loss 4963.33 -

Earnings per share (Rs.) 88.37 47.91

RECOMMENDATION ON DIVIDEND:

At the board meeting of the company held on March 15, 2016, the Directors had recommended an interim dividend of Rs. 30 per share
(300%) on 11,428,568 equity shares of Rs. 10 each for the financial year 2015-16 (same as last year), which was paid on March 30,
2016 to all eligible shareholders as on March 23, 2016, being the record date fixed for the purpose.

The Directors have not recommended any additional dividend and the interim dividend already paid is being proposed to be declared
as the final dividend for the financial year 2015-16.

The amount of dividend inclusive of tax thereon for the financial year 2015-16 amounts to Rs. 4,126.55 lakhs, same as paid during
the financial year 2014-15.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2016 was Rs. 11.42 Crore. During the year under review, there was no public
issue, rights issue, bonus issue or preference share issue, nor had the Company issued shares with differential voting rights or
granted stock options or sweat equity.

PRESENTATION OF FINANCIAL STATEMENTS:

The financial statements for the year ended March 31, 2016 are prepared in due compliance of the Schedule III of the Companies
Act, 2013.

CASH FLOW STATEMENT:

A Cash Flow Statement for the year 2015-16 is included in the annexed Statement of Accounts.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 and Rules framed thereunder, an extract of Annual Return
as on March 31, 2016 in the prescribed Form No. MGT-9 is annexed to this Report (Annexure-I).

NUMBER OF MEETINGS OF THE BOARD:

There were five (5) meetings of the board held during the year. Detailed information is given in the annexed Corporate
Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors, to the best of
their knowledge and belief, state that -

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year
and of the profit and loss of the company for that period;

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

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

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

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

DETAILS IN RESPECT OF FRAUDS, IF ANY, REPORTED BY THE AUDITORS:

During the year under review, no offence involving fraud committed against the company by officers or employees of the company
was reported by the Auditors to the Audit Committee or the Board pursuant to Section 143(12) of the Companies Act, 2013.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY:

Information regarding Directors'' Remuneration Policy and criteria for determining the qualification, positive attributes,
independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 are
contained in the Corporate Governance Report. The Policy is also available on the website of Company i.e. www.mahascooters.com

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

During the year under review, pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 23 of the SEBI
Listing Regulations, all Related Party Transactions were placed before the Audit Committee for its prior / omnibus approval.

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

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

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

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

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

Foreign exchange During the year under review,
earnings and Outgo foreign exchange earnings were
NIL and outgo was Rs. 331.32 lakhs.

ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to provisions of the Companies Act, 2013 and Regulation 25(4) of the Listing Regulations, the Board has carried out an
annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its
Committees. The manner in which formal annual evaluation was made is provided in the annexed Corporate Governance Report.

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

a) Western Maharashtra Development Corporation Limited, one of the two Promoters of the Company, withdrew the nomination of Shri
N.K. Poyam as its Nominee Director on the board of the company and appointed Shri Vikram Kumar, IAS, in his place.

b) Ms. Vrushali Agashe, one of the Independent Directors of the company, resigned during the year, owing to personal reasons. On
the recommendations of Nomination and Remuneration Committee, the board at its meeting held on February 2, 2016, appointed Mrs.
Charu Desai as an Independent Director / Woman Director, for a period of 5 years, effective February 2, 2016, subject to the
approval of the Shareholders at the ensuing Annual General Meeting.

c) The Board records its sincere appreciation for the valuable contribution made by Shri N.K. Poyam and Ms. Vrushali Agashe
during their tenure on the Board.

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

No material Orders were passed by any Regulators or Courts or Tribunals during the financial year under review impacting the
going concern status of the company''s operations in future. DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has documented its Internal Financial Controls considering the essential components of various critical processes,
physical and operational, and which includes its design, implementation and maintenance along with periodical internal review of
operational effectiveness and sustenance. This ensures orderly and efficient conduct of its business, including adherence to
company''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the
timely preparation of reliable financial information.

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

RISK MANAGEMENT POLICY:

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

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the company which have occurred between
the end of the financial year of the company and the date of this report.

CORPORATE GOVERNANCE:

In terms of Regulation 34 of Listing Regulations, a Report on Corporate Governance together with the Auditors Certificate
thereon, Management Discussion and Analysis Report and CSR Report forms integral part of Corporate Governance Report.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the company had appointed Shri Shyamprasad D. Limaye a
Fellow Member of the Institute of Company Secretaries of India and a Company Secretary in Practice (FCS No.1587, Certificate of
Practice No.572) to conduct the secretarial audit and give a Secretarial Audit Report for the year 2015-16 to be annexed to the
Report of Board of Directors. Secretarial Audit Report of Shri Shyamprasad D. Limaye in the prescribed Form MR-3 is annexed to
this Report (Annexure-II). The Report does not contain any qualification, reservation, disclaimer or adverse remarks.

SECRETARIAL STANDARDS OF ICSI:

The company is in compliance of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2)
issued by the Institute of Company Secretaries of India.

INTERNAL AUDIT:

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

STATUTORY AUDITORS:

At the 39th Annual General Meeting of the company, the Shareholders had approved the appointment of M/s. P.C. Parmar & Co.,
Chartered Accountants as Statutory Auditors for a period until the conclusion of 42nd Annual General Meeting, subject to
ratification of the appointment by the members at every Annual General Meeting and accordingly, the Notice convening the 41st
Annual General Meeting contains a proposal for ratification of their appointment along with their remuneration by the members for
the year 2016-17. AUDITORS'' REPORT:

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

COST AUDIT / AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014, the
company was not required to get its cost records audited by a Cost Auditor.

INDUSTRIAL RELATIONS:

During the year under review, the industrial relations remained cordial. The wage agreement entered into with the company''s Union
elapsed on March 31, 2016 and negotiations with the Union for an amicable wage settlement are in progress. ESTABLISHMENT OF
VIGIL MECHANISM:

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

DETAILS OF DIRECTORS AND EMPLOYEES REMUNERATION:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors and employees of the Company are placed on the
Company''s website www.mahascooters.com as an annexure to the Directors'' Report. A physical copy of the same will be made
available to any shareholder on request.

During the year under review, none of the employees of the company was in receipt of remuneration of more than Rs. 60 lakhs per
year or Rs. 5 lakhs per month, referred to in Section 197(12) of the Companies Act, 2013 and Rule 5(2) and (3) of the Rules
aforesaid.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING:

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

On behalf of the Board of Directors

Madhur Bajaj

Pune, May 23, 2016 Chairman


Mar 31, 2015

Dear Members,

INTRODUCTION:

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

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

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

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

FINANCIAL HIGHLIGHTS:

(Rsin lacs) 2014-15 2013-14

Net sales and other income 6986.19 5753.12 Gross profit before interest

and depreciation 5791.68 4849.52

Interest 0.12 0.05

Depreciation 315.78 89.71

Profit before tax 5475.78 4759.76

Tax expense 141.00 105.00

Less: MAT credit entitlement 141.00 105.00

Profit after tax 5475.78 4759.76 Proposed dividend

(inclusive of dividend distribution tax 4126.55 3342.72 Balance transferred to

General Reserve 1349.23 1417.04

Earnings per share (Rs. ) 47.91 41.65

RECOMMENDATION ON DIVIDEND:

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

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

SHARE CAPITAL:

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

PRESENTATION OF FINANCIAL STATEMENTS:

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

CASH FLOW STATEMENT:

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

EXTRACT OF ANNUAL RETURN:

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

NUMBER OF MEETINGS OF THE BOARD:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

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

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY:

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

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

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

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

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

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

ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

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

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

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

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

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

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

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

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

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

RISK MANAGEMENT POLICY:

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

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company and the date of this report.

CORPORATE GOVERNANCE:

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

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

SECRETARIAL AUDIT REPORT:

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

INTERNAL AUDIT:

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

STATUTORY AUDITORS:

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

AUDITORS'' REPORT:

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

COST AUDIT/AUDITORS:

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

INDUSTRIAL RELATIONS:

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

ESTABLISHMENT OF VIGIL MECHANISM:

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

DETAILS OF DIRECTORS AND EMPLOYEES'' REMUNERATION:

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING:

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

On behalf of the Board of Directors

Madhur Bajaj Pune, 12 May, 2015 Chairman


Mar 31, 2014

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

OPERATIONS:

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

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

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

FINANCIAL RESULTS:

(Rs. in lacs)

2013-14 2012-13

Net sales and other income 5753.12 5992.32

Gross profit before exceptional items, interest and depreciation 4849.52 4983.87

Interest 0.05 0.01

Depreciation 89.71 99.73

Gross profit before exceptional items 4759.76 4884.13

Exceptional item - -

Profit before tax 4759.76 4884.13

Tax expense 105.00 149.00

Less: MAT credit entitlement 105.00 149.00

Profit after tax 4759.76 4884.13

Proposed dividend (inclusive of dividend distribution tax) 3342.72 2674.18

Balance carried to General Reserve 1417.04 2209.95

Earnings per share (Rs.) 41.65 42.74

DIVIDEND:

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

RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION:

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

CONSERVATION OF ENERGY:

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

SAFETY, HEALTH AND ENVIRONMENT:

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

Environment Audit was carried out as stipulated.

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

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

CASH FLOW STATEMENT:

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

INDUSTRIAL RELATIONS:

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

DIRECTORS:

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

b) that the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

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

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

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE:

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

AUDITORS'' REPORT:

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

STATUTORY AUDITORS:

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



On behalf of the Board of Directors



Madhur Bajaj

Chairman

Pune, 13 May, 2014


Mar 31, 2013

INTRODUCTION:

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

OPERATIONS:

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

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

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

FINANCIAL RESULTS:

(Rs. in lacs)

2012-13 2011-12

Net sales and other income 5992.32 7048.38

Gross profit before exceptional items, interest and depreciation 4983.87 5286.35

Interest 0.01 0.07

Depreciation 99.73 95.95

Gross profit before exceptional items 4884.13 5190.33

Exceptional item -

VRS compensation - 5839.45

Profit before tax 4884.13 (649.12)

Tax expense - -

Profit after tax 4884.13 (649.12)

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

Profit for the year 4884.13 (649.09)

Withdrawal from General Reserve - 781.92

Proposed dividend (inclusive of dividend distribution tax) 2674.18 132.83

Balance carried to General Reserve 2209.95 -

Earnings per share (Rs. ) 42.74 (5.68)

DIVIDEND:

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

RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION:

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

CONSERVATION OF ENERGY:

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

SAFETY, HEALTH AND ENVIRONMENT:

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

Environment Audit was carried out as stipulated.

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

CASH FLOW STATEMENT:

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

INDUSTRIAL RELATIONS:

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

DIRECTORS:

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

b) that the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

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

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

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

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

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE:

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

AUDITORS'' REPORT:

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

STATUTORY AUDITORS:

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

COST AUDITORS:

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

ICWA Membership No. 837

Registration No. of Firm 110141

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

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

(a) Due date of Filing 28 February, 2013

(b) Actual Date of Filing 26 February, 2013

On behalf of the Board of Directors Madhur Bajaj

Chairman

Pune, 14 May, 2013


Mar 31, 2012

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

PRESENTATION OF FINANCIAL RESULTS:

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

OPERATIONS:

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

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

FINANCIAL HIGHLIGHTS AND DIVIDEND:

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

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

FINANCIAL RESULTS:

(Rs. in lacs)

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

Exceptional Items 5286.35 2214.33

Finance Costs 0.07 0.09

Depreciation 95.95 101.35 Profit / (Loss) before exceptional

items and Tax 5190.33 2112.89

Exceptional Items - VRS Compensation 5839.45 -

Profit/(Loss) before tax (649.12) 2112.89

Provision for Taxation - -

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

Taxation (0.03) (59.65)

Disposable Surplus/(Loss) (649.09) 2172.54

Withdrawal from General Reserve 781.92 - Provision for Proposed Dividend

(inclusive of Dividend Distribution Tax) 132.83 1195.43

Balance carried to General Reserve - 977.11

RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION:

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

CONSERVATION OF ENERGY:

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

SAFETY, HEALTH AND ENVIRONMENT:

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

Environment Audit was carried out as stipulated.

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

CASH FLOW STATEMENT:

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

INDUSTRIAL RELATIONS:

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

DIRECTORS:

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

b) that the Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

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

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

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE:

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

AUDITORS' REPORT

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

STATUTORY AUDITORS:

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

COST AUDITORS:

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

Name Shri A.P.Raman

ICWA Membership No. 837

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

Pradhikaran, Nigdi,

Pune - 411 044

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

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

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

On behalf of the Board of Directors

Madhur Bajaj Chairman

Pune, 15th May, 2012.


Mar 31, 2011

INTRODUCTION:

The Directors present their Thirty Sixth Annual Report and Audited Statement of Accounts for the year ended 31st March, 2011.

OPERATIONS:

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

Income from treasury operations, during the year under review, amounted to Rs.3,472.38 lacs as against Rs.1,991.92 lacs during the corresponding period of previous year, while aggregate turnover was Rs.4,109.31 lacs as against Rs.2,433.54 lacs during the previous year.

FINANCIAL RESULTS:

(Rs. in lacs) 2010-11 2009-10

Net Sales and Other Income 4,109.31 2,433.54

Gross Profit before

Interest and Depreciation 2,214.33 744.22

Interest 0.09 0.04

Depreciation 101.35 104.11

Profit before Tax 2,112.89 640.07

Provision for Taxation - -

Net Profit 2,112.89 640.07

Debit/(Credit) relating to

earlier years – Taxation (59.65) (201.07)

Disposable surplus after adjustments for earlier years 2,172.54 841.14

Provision for Proposed Dividend (inclusive of Dividend Distribution Tax) 1,195.43 732.97

Balance carried to General Reserve 977.10 108.18

DIVIDEND:

The Directors are pleased to recommend payment of dividend of Rs.9.00 per Equity Share i.e. 90%, subject to the approval of Shareholders at the ensuing Annual General Meeting, on 1,14,28,568 Equity Shares of Rs.10 each, amounting to Rs.1,195.43 lacs, inclusive of tax thereon.

Dividend paid for the year ended 31st March, 2010 was Rs.5.50 per share (55%) amounting to Rs.732.97 lacs, inclusive of tax thereon.

RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION:

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

CONSERVATION OF ENERGY:

With a view to effect savings in the consumption of power, the Company maintained power factor to Unity throughout the year under review, resulting in getting maximum rebate in electricity bills, while continuing to effectively put in operation biogas plant, wormi composting, solar heaters and effluent treatment so as to conserve energy.

SAFETY, HEALTH AND ENVIRONMENT:

The Company has taken adequate measures to reduce noise pollution inside the factory, by use of screw compressor, reduction in the volume/timing of siren etc.

Environment Audit was carried out as stipulated.

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

CASH FLOW STATEMENT:

A Cash Flow Statement for the year 2010-11 is included in the annexed Statement of Accounts.

INDUSTRIAL RELATIONS:

Industrial relations continued to be cordial during the year under review. After elapse of earlier wage agreement on 30th September, 2010, the Company has entered into a new wage agreement with the Workers Union, valid for a period of 5 years effective 1st April, 2011.

DIRECTORS:

a) During the year under review, Western Maharashtra Development Corporation Ltd. (WMDC) nominated Smt. Kanchan Vijayan and Shri G.R. Jangda on the Board of the Company, in place of Shri P.B. Satam and Shri A.T. Shaikh respectively. While Smt. Kanchan Vijayan would represent WMDC as a non-retiring Director, the appointment of Shri G.R. Jangda is liable to retire by rotation. Smt. Kanchan Vijayan and Shri G.R. Jangda holds office until the ensuing Annual General Meeting and are eligible for re-appointment.

b) Shri D.S. Mehta and Shri M.V. Bhagat, retire by rotation and being eligible, offers themselves for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

b) that the Directors have selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

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

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

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with

the Auditors Certificate regarding compliance of the conditions of Corporate Governance, Management Discussion and Analysis statement forms part of the Annual Report.

AUDITORS REPORT:

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

STATUTORY AUDITORS:

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

COST AUDITORS:

Shri A.P. Raman, Cost Accountant, Pune has been appointed as cost auditor to conduct the audit of cost accounts maintained by the Company for the year ending 31st March, 2012. Government approval for the appointment is since received.

On behalf of the Board of Directors

Madhur Bajaj Chairman

Pune, 16th May, 2011.


Mar 31, 2010

INTRODUCTION:

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

OPERATIONS:

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

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

FINANCIAL RESULTS:

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

Net Sales and Other Income 2,433.54 2,698.16

Gross Profit before Interest and Depreciation 744.22 1,192.66

Interest 0.04 0.01

Depreciation 104.11 104.63

Profit before Tax 640.07 1,088.02

Provision for Taxation including

Fringe Benefit Tax - 1.30

Net Profit 640.07 1,086.72

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

Disposable surplus after Adjustments for earlier years 841.14 1,090.55

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

Balance carried to General Reserve 108.18 355.15

DIVIDEND:

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

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

RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION:

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

CONSERVATION OF ENERGY:

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

SAFETY, HEALTH AND ENVIRONMENT: ,

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

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

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

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

DIRECTORS:

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

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

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

DIRECTORSRESPONSIBILITY STATEMENT:

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

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

b) that the Directors have selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

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

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

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

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

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

asAnnexure-1.

CORPORATE GOVERNANCE:

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

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

AUDITORSREPORT:

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

AUDITORS:

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

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

Government approval for the appointment is awaited.

On behalf of the Board of Directors

Madhur Bajaj

Pune, 10th May, 2010. Chairman

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