Annual-Report-2014-15.Pdf
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Board of Directors Corporate Management Committee Shekhar Bajaj, Chairman & Managing Director Shekhar Bajaj, Chairman & Managing Director Anant Bajaj, Joint Managing Director Anant Bajaj, Joint Managing Director Harsh Vardhan Goenka Atul Sharma, President – HR&A Ashok Jalan Pratap Gharge, President & CIO Ajit Gulabchand (upto 31.07.2014) Rakesh Markhedkar, President – EPC V.B.Haribhakti Siddhartha Kanodia, President – Consumer Products Group Madhur Bajaj R.Sundararajan, President – Lighting Business Group Dr.(Mrs.) Indu Shahani Anant M. Purandare, EVP & CFO Dr.R.P.Singh Atul Pathak, EVP – Branch Sales Support Vaidyanathan Shankar, EVP – DAP BU Audit Committee Anil Shipley, EVP – Supply Chain Management (CP) V.B.Haribhakti, Chairman Dileep Sharma, EVP – Customer Care Ashok Jalan Mangesh Patil, VP – Legal & Company Secretary Dr.(Mrs.) Indu Shahani Krishna Raman, VP – Lighting BU Ajit Gulabchand (upto 31.07.2014) Amit Sethi, VP – Fans BU Girish Bhave, VP – Corporate Services Nomination & Remuneration Committee Shriram Sehgal, VP – CSD V.B.Haribhakti, Chairman Karunakar Mowar, VP – Morphy Richards BU Ashok Jalan Pradeep Patil, VP – KAP BU Dr.(Mrs.) Indu Shahani Beena Koshy, VP – Advt. & Brand Development Ajit Gulabchand (upto 31.07.2014) Sivakumar Balasubramanyam, VP – Illumination Stakeholders' Relationship Committee Vijay Anant Bhat, Sr.GM – Power Distribution V.B.Haribhakti, Chairman Sanjay Bhagat, Sr.G.M. – TLT Dr.(Mrs.) Indu Shahani Chiranjeev Soni, GM – Internal Audit Corporate Social Responsibility Committee Chakan Unit Shekhar Bajaj, Chairman Sharad Sontakke, Deputy General Manager (Works) Anant Bajaj Ranjangaon Unit Dr.(Mrs.) Indu Shahani Anil Gupta, Vice President – Operations, RU Company Secretary Kosi Unit Mangesh Patil B.B.Mukhopadhyay, Vice President & Head-Kosi Unit Auditors Registered Office Dalal & Shah, Chartered Accountants 45/47, Veer Nariman Road, Mumbai - 400 001 CIN: L31500MH1938PLC009887 Secretarial Auditor Anant B. Khamankar & Co., Practicing Company Secretaries Corporate Office 701 & 801, Rustomjee Aspiree, Off Eastern Express Highway, Bhanu Shankar Yagnik Marg, Cost Auditor Sion (E), Mumbai – 400022 R.Nanabhoy & Co., Cost Accountants Factories Bankers Chakan Unit, Wind Farm Unit, Ranjangaon Unit & Kosi Unit State Bank of Bikaner and Jaipur; Bank of India; Union Bank of India; State Bank of India; Yes Bank Ltd.; IDBI Bank Ltd.; HDFC Bank Ltd. Branches Ahmedabad, Bengaluru, Bhubaneshwar, Chandigarh, Chennai, Delhi, Guwahati, Debenture Trustee Hyderabad, Indore, Jaipur, Kochi, Kolkata, Lucknow, Mumbai, Nagpur, Noida, Patna, Pune Axis Trustee Services Ltd. & Raipur. Depots Dehradun, Goa, Kundli, Parwanoo, Ranchi, Vijayawada & Zirakhpur Central Warehouses Contents Page No. Banur, Daman, Mumbai & Vapi. Notice 2 Regional Distribution Centres Directors’ Report 7 Bengaluru, Delhi & Kolkata Corporate Governance Report 31 Annual General Meeting Management Discussion & Analysis 50 On Thursday, 06 August, 2015 at 12.30 p.m. at Kamalnayan Bajaj Hall, Bajaj Bhawan, Independent Auditors' Report 86 Ground Floor, 226, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400021, Balance Sheet 90 Maharashtra. Statement of Profit & Loss Account 91 Cash Flow Statement 92 A request Notes to Financial Statements 94 The practice of distributing Annual Report at the Annual General Meeting has been Financial Position at a Glance 121 discontinued in view of high cost of paper and printing. Shareholders are therefore requested to bring their copy of the Annual Report to the meeting. Physical Ballot Form 127 CIN: L31500MH1938PLC009887 Regd. Office: 45/47, Veer Nariman Road, Mumbai-400 001 Tel: 022-22043780 Fax: 022-22851279 Website: www.bajajelectricals.com Email: [email protected] NOTICE NOTICE is hereby given that the 76th Annual General Meeting of the Members of Bajaj Electricals Limited will be held on Thursday, 6 August 2015 at 12.30 P.M. at Kamalnayan Bajaj Hall, Bajaj Bhavan, Jamnalal Bajaj Marg, Nariman Point, Mumbai - 400021, to transact the following business: ORDINARY BUSINESS: 1. To consider and adopt the audited financial statements of the Company for the year ended 31 March 2015 together with the Reports of the Board of Directors and the Auditors thereon. 2. To declare dividend. 3. To appoint a Director in place of Shri Madhur Bajaj (DIN 00014593), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible offers himself for re-appointment. 4. To ratify appointment of M/s Dalal & Shah, Chartered Accountants, (Firm Registration No. 102021W) as Statutory Auditors of the Company on a remuneration of ` 65,00,000/- (Rupees Sixty five lacs only) plus service tax thereon and reimbursement of travelling and other out-of-pocket expenses for the year 2015-16. SPECIAL BUSINESS: 5. Approval of remuneration to Cost Auditor To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), approval of the shareholders be and is hereby accorded for the remuneration of `1,03,000/- plus service tax, reimbursement of out-of pocket and travel & living expenses payable to M/s. R.Nanabhoy & Co., Cost Accountants (Firm Registration No. 00010), appointed by the Board of Directors as cost auditor of the Company for the financial year 2015-16.” “RESOLVED FURTHER that the Board of Directors of the Company and/or Shri Mangesh Patil, Vice President – Legal & Company Secretary be and are hereby severally authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” Notes: 1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as a proxy on behalf of the members upto and not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or member. The proxy form duly completed and signed, should be lodged with the Company, at its Registered Office at least 48 hours before the time of the meeting. 2. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than 3 days written notice is given to the Company. 3. Corporate members are requested to send in advance, duly certified copy of the Board Resolution / Power of Attorney authorising their representative to attend the AGM. 4. The relative explanatory statement, pursuant to Section 102(2) of the Companies Act, 2013, in respect of the special business under item No.5 is annexed hereto. 5. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote. 6. Brief details of the director(s), who is/are being appointed/re-appointed, are annexed hereto as per the requirements of Clause 49 of the Listing Agreement. 7. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder & in terms of the approval given by the members at the AGM of the Company held on 31 July 2014, the current auditors of the Company, M/s Dalal & Shah, Chartered Accountants are eligible to hold the office for a period of three years, upto FY 2016-17, subject to ratification by members at every subsequent AGM. The ratification of appointment of M/s Dalal & Shah, Chartered Accountants as auditors from the conclusion of this AGM till the conclusion of the next AGM along with their remuneration has been put up for the approval of the members. 8. Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books of the Company will remain closed from Friday, 31July 2015 to Thursday, 6 August 2015 (both days inclusive). 2 9. Subject to the provisions of Section 126 of the Companies Act, 2013, dividend on equity shares, if declared at the AGM, will be credited/dispatched commencing on or after 12 August 2015 as under : a) to all those beneficial owners holding shares in electronic form, as per the beneficial ownership data as may be made available to the Company by National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL), as of the end-of-the-day on Thursday, 6 August 2015; and b) to all those members holding shares in physical form, after giving effect to all the valid share transfers lodged with the Company/Share Transfer Agent (i.e Link Intime India Private Limited) on or before the closing hours on Thursday, 30 July 2015. 10. Dividend will be preferably paid through National Electronic Clearing Service (NECS), wherever the facility is available. Where dividend payments are made through NECS, intimations regarding such remittances would be sent separately to the members. In cases where the dividends cannot be paid through NECS, the same will be paid by account payee / non-negotiable instruments. 11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or Share Transfer Agent.