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Board of Directors Corporate Management Team Shekhar Bajaj, Chairman & Managing Director Shekhar Bajaj, Chairman & Managing Director Harsh Vardhan Goenka Anant Bajaj, Joint Managing Director Ashok Jalan L.K.Mehta, Executive Director (Not on the Board) Ajit Gulabchand P.S.Tandon, Executive Director (Not on the Board) V.B.Haribhakti A.S.Radhakrishna, President – Fans BU Madhur Bajaj C.G.S.Mani, President – Lighting BU Anant Bajaj, Jt.Managing Director (wef.1.4.2012) Vivek Sharma, Executive Vice President & Head – MR BU Dr.(Mrs.) Indu Shahani Siddhartha Kanodia, Executive Vice President & Head – Corporate Services R.Ramakrishnan, Executive Director (upto 29.2.2012) Pratap Gharge, Executive Vice President & CIO Dr.R.P.Singh R.Sundararajan, Executive Vice President & Head – Luminaires BU Atul Sharma, Executive Vice President – Human Resources & Administration Atul Pathak, Vice President & Head – Internal Audit A.R.Sreedhar, Vice President & Head – Branch Sales Support A.M.Purandare, Vice President & CFO Company Secretary Chakan Unit Mangesh Patil B.M.Mane, General Manager (Works) Ranjangaon Unit Jayant K.Deshmukh, Vice President – Operations, RU Auditors Dalal & Shah, Chartered Accountants Bankers State Bank of Bikaner and Jaipur Bank of India Union Bank of India State Bank of India Yes Bank Ltd. IDBI Bank Ltd. Contents Page No. Notice 2 Registered Office 45-47, Veer Nariman Road, Mumbai 400 001 Directors’ Report 4 Report on Corporate Governance 11 Factories Auditors’ Certificate on Corporate Governance 23 Chakan Unit : Mahalunge, Chakan Talegaon Road, Management Discussion and Analysis 24 Khed, Pune 410 501. Wind Farm : Village Vankusawade, Tal.:Satara, Report of the Auditors to the Members 50 Dist.: Patan, Maharashtra Balance Sheet 54 Ranjangaon Unit : Village Dhoksanghvi, Taluka Shirur, Profit & Loss Account 55 Ranjangaon, Dist. : Pune, Maharashtra 412 210 Cash Flow Statement 56 Notes to Financial Statements 57 Branches Financial Position at a Glance 85 Ahmedabad, Bangalore, Bhubaneshwar, Chandigarh, Chennai, Cochin, Delhi, Guwahati, Hyderabad, Indore, Jaipur, Kolkata, Kundli, Lucknow, Mumbai, Nagpur, Noida, Patna, Pune, Raipur. A request Depots The practice of distributing the Annual Report at the Annual General Meeting Bhiwandi, Daman, Dehradun, Goa, Parwanoo, Ranchi & Zirakhpur. has been discontinued in view of the high cost of paper and printing. Shareholders are therefore requested to bring their copies of the Annual Report to the meeting. 1 Registered Office: 45-47, Veer Nariman Road, Mumbai 400 001. NOTICE NOTICE is hereby given that 73rd Annual General Meeting of the Members of Bajaj Electricals Limited will be held on Thursday, the 26th day of July, 2012 at 12.30 P.M. at Walchand Hirachand Hall, 4th Floor, Indian Merchants’ Chamber, IMC Marg, Churchgate, Mumbai 400 020 to transact the following business: 1. To consider and adopt the Profit and Loss Account for the financial year ended 31st March, 2012 and the Balance Sheet as at that date together with the Reports of the Board of Directors and Auditors thereon. 2. To declare dividend for the financial year ended 31st March, 2012. 3. To appoint a Director in place of Shri Madhur Bajaj, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint a Director in place of Dr.(Mrs.) Indu Shahani, who retires by rotation and being eligible, offers herself for re- appointment. 5. To appoint Auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED that Messrs.Dalal & Shah, Chartered Accountants, Mumbai, having Registration No.102021W issued by the Institute of Chartered Accountants of India (ICAI), be and are hereby re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting on a remuneration to be decided by the Board of Directors or Committee thereof in addition to reimbursement of service tax, as applicable, actual traveling and out-of-pocket expenses incurred by them.” NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The proxies to be effective should be deposited at the registered office of the Company not later than 48 hours before the commencement of the meeting. 2. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting. 3. The Register of Members and Share Transfer Books of the Company will remain closed from 20th day of July, 2012 to 26th day of July, 2012 (both days inclusive). 4. Members/Proxies are requested to bring their copies of Annual Report together with the duly filled in attendance slip to the Meeting. 5. Members desiring any information pertaining to the accounts are requested to write to the Company Secretary at an early date so as to enable the Management to reply at the AGM. 6. Pursuant to the provisions of clause 47(f) of the Listing Agreement, the Company has designated a dedicated e-mail id [email protected] exclusively for registering grievances and complaints of the Shareholders. All the Shareholders are requested to lodge their complaints and grievances etc., if any, at the said e-mail id. 7. Disclosure pursuant to Clause 49 of the Listing Agreement with respect to the Directors seeking re-appointment at the forthcoming Annual General Meeting is given below:- 2 Details of Directors seeking Re-appointment in the forthcoming Annual General Meeting: Name of Director Shri Madhur Bajaj Dr. (Mrs.) Indu Shahani Brief Resume & Functional Aged about 59 years, B.Com, MBA from Aged about 60 years, Ph.D in Commerce Expertise Institute of Management Development, from University of Mumbai on enhancing Lausanne, Switzerland, a member of the Academia Institutional linkages Board since 1994, Industrialist with over Academician with over three decades of 29 years of experience. He is also the Vice- teaching experience at University and Chairman of Bajaj Auto Ltd. Degree College, member of University Grant’s Commission, member of various Committees, Academic Council, Audit & Corporate Governance Committee of HSBC, Director of the Rotary Club of Bombay and Member Junior/Youth Red Cross of the Indian Red Cross Society and has pioneering linkages with various bodies such as CII, BC, CI, IMC. She was awarded the Honorary Doctor of Letters degree by the University of Westminster in London. She is the Hon’ble Sheriff of Mumbai and the Principal of H.R.College of Commerce & Economics. Appointment / Reappointment Re-appointment on retirement by rotation Re-appointment on retirement by rotation No. of Shares held in the Company 17,57,835 Nil List of Directorship held in other 1. Bajaj Auto Ltd. 1.Indian Oil Corporation Ltd. Companies 2. Bajaj Finance Ltd. 2.Euroka Forbes Ltd. 3. Maharashtra Scooters Ltd. 3.Colgate Palmolive (India) Ltd. 4. Bajaj Finserv Ltd. 5. Bajaj Holdings & Investment Ltd. Committee Membership Nil Nil By Order of the Board of Directors For Bajaj Electricals Limited Mangesh Patil Mumbai, May 28, 2012 Company Secretary 3 FY 2011-12 from Rs.631 crore in the previous financial year. The CFL (Compact Fluorescent Lamps) sales has increased by 41% over last year and crossed Rs.250 crore mark. During the year, Lighting and Luminaires, both have seen improvement in their margins. The thrust is on developing energy-efficient consumer luminaire and lighting products based on LED and lighting control technologies which is a DIRECTORS’ REPORT global mandate to arrest global warming. Dear Shareholders, Consumer Durables Your Directors are pleased to present the 73rd Annual Report The turnover of consumer durables, which include fans and and the audited accounts for the financial year ended 31st small appliances, increased by over 17.5 % at Rs.1,500 crore March, 2012. during the year under review from Rs.1,277 crore in the previous year. The Company’s Morphy Richard brand has Financial Performance: emerged as the fastest growing brand in premium segment Rs. in crore with a growth of 36% and a CAGR of 35%. The Company FY FY has continued to introduce new range of products with varied 2011-12 2010-11 models and improve the technology and quality in order to Revenue from Operations & gain a competitive advantage. Other Income (Gross) 3144.31 2781.47 Gross Profit before Finance Cost & The slowdown in the housing and real estate sector has Depreciation 251.52 271.01 adversely affected the fan industry. For the first time since 2002-03, the industry, which has been growing at 20-25% Less : Finance Cost 63.05 36.65 on a year-on-year basis for the last couple of years, has Less : Depreciation 12.52 10.80 recorded negative growth of about 6.16% in production and Profit before Taxes & Provisions 175.95 223.56 6.18% in domestic sales during the year. Less : Provision for Irrecoverable portion of Loan - 5.00 The production at Chakan Unit showed increased during the Less : Provision for Taxation 58.07 73.99 year under review with production of 4,68,347 nos. of fans Less : Taxes in respect of as against 4,28,259 nos. of fans in the previous year. earlier years - 0.78 Engineering & Projects Profit after Tax 117.88 143.79 Add : Balance in Profit & Loss Account 43.47 32.02 During the year, the top line performance of E & P BU was Balance available for appropriation 161.35 175.81 flat at Rs.830 crore as compared to Rs.832 crore in the Less : Appropriations : previous year. The Ranjangaon Unit produced 4,655 nos.

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