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Annual Report 2013.Pmd 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 – Business to Business (Not on Board) Ajit Gulabchand P.S.Tandon, Executive Director – Business to Consumer (Not on Board) V.B.Haribhakti A.S.Radhakrishna, Executive President – Fans BU Madhur Bajaj C.G.S.Mani, Executive President - Lighting BU Anant Bajaj, Joint Managing Director Atul Sharma, President – Human Resources & Administration Dr.(Mrs.) Indu Shahani Pratap Gharge, President & CIO Dr.R.P.Singh Rakesh Ashok Markhedkar, President – Engineering & Projects BU R.Sundararajan, President – Luminaires BU Vivek Sharma, President – Morphy Richards BU Aloke Kumar Dube, Executive Vice President – Special Projects Siddhartha Kanodia, Executive Vice President – Corporate Services Sandeep Sharma, Executive Vice President – Export & Import Atul Pathak, Vice President – Branch Sales Support Anant Purandare, Vice President & CFO Mangesh Patil, Vice President – Legal & Company Secretary Company Secretary Chakan Unit Mangesh Patil B.M.Mane, General Manager (Works) Auditors Ranjangaon Unit Dalal & Shah, Chartered Accountants Jayant K.Deshmukh, Vice President – Operations, RU Cost Auditors R.Nanabhoy & Co., Cost Accountants Bankers State Bank of Bikaner and Jaipur Bank of India Union Bank of India State Bank of India Contents Page No. Yes Bank Ltd. Notice 2 IDBI Bank Ltd. Directors’ Report 4 Registered Office Report on Corporate Governance 11 45-47, Veer Nariman Road, Mumbai 400 001. Auditors’ Certificate on Corporate Governance 23 Factories Management Discussion and Analysis 24 Chakan Unit : Mahalunge, Chakan Talegaon Road, Report of the Auditors to the Members 50 Khed, Pune 410 501. Balance Sheet 54 Wind Farm : Village Vankusawade, Tal.:Satara, District-Patan, Maharashtra Profit & Loss Account 55 Ranjangaon Unit : Village Dhoksanghvi, Taluka Shirur, Cash Flow Statement 56 Ranjangaon, District-Pune Maharashtra 412 210 Notes to Financial Statements 57 Kosi Unit : 109 KM Stone, NH 2, Dautana, Chhata – 281 403 Financial Position at a Glance 86 District-Mathura, U.P. Branches Ahmedabad, Bangalore, Bhubaneshwar, Chandigarh, Chennai, Cochin, Delhi, Guwahati, Hyderabad, Indore, Jaipur, Kolkata, A request Lucknow, Mumbai, Nagpur, Noida, Patna, Pune & Raipur. The practice of distributing the Annual Report at the Annual General Meeting Depots has been discontinued in view of the high cost of paper, printing and in the Coimbatore, Dehradun, Goa, Kundli, Parwanoo, Ranchi & Zirakhpur interest of environment protection. Shareholders are therefore requested to Central Warehouse bring their copies of the Annual Report to the meeting. Banur, Chennai, Daman & Mumbai 1 Registered Office: 45-47, Veer Nariman Road, Mumbai 400 001. NOTICE NOTICE is hereby given that the 74th Annual General Meeting of the Members of Bajaj Electricals Limited will be held on Tuesday, 6th August, 2013 at 11.30 A.M. at Kamalnayan Bajaj Hall, Bajaj Bhavan, Jamnalal Bajaj Marg, Nariman Point, Mumbai 400 021, to transact the following business: 1. To receive, consider and adopt the Audited Profit and Loss Account for the financial year ended 31st March, 2013 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, 2013. 3. To elect and appoint a Director in place of Shri Ashok Jalan, who retires by rotation and being eligible, offers himself for re-appointment. 4. To elect and appoint a Director in place of Dr.R.P.Singh, who retires by rotation and being eligible, offers himself 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. A Proxy Form is annexed to this report. Proxies submitted on behalf of limited companies, societies etc., must be supported by an appropriate resolution /authority, as applicable. 2. The Register of Members and Share Transfer Books of the Company will remain closed from 31st day of July, 2013 to 6th day of August, 2013 (both days inclusive). The book closure dates have been fixed in consultation with the Stock Exchanges. 3. Members/Proxies are requested to bring their copies of Annual Report together with the duly filled in attendance slip to the Meeting, which is enclosed with the Annual Report. For the convenience of Members and for proper conduct of the meeting, entry to the meeting venue will be regulated by attendance slip. Members are requested to sign at the place provided on the attendance slip and hand it over at the entrance of the venue. 4. 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. 5. Pursuant to the provisions of clause 47(f) of the Listing Agreement, the Company has designated dedicated e-mail id [email protected] exclusively for registering grievance and complaints of the Shareholders. All the Shareholders are requested to lodge all their complaints and grievances etc., if any, at the said e-mail id. 6. 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 Ashok Jalan Dr.R.P.Singh Date of Birth 26.08.1943 17.07.1948 Date of Appointment 18.01.1989 28.05.2009 Brief Resume & Functional Expertise Aged about 69 years, B.A. (Hons) from Aged about 64 years, Post Graduate in Kolkata University, a member of the Board Mechanical Engineering from BHU, Ex. since 1989, Industrialist with over 50 years Chairman & MD of Power Grid Corporation of of experience in managing textile enterprises. India Ltd. In his career of more than 37 years, he has served TISCO, NTPC and POWERGRID. He has been conferred with many awards notably SCOPE Award for Excellence & outstanding contribution to the Public Sector Management, Degree of Doctor of Science (Honoris Causa) by BHU, Power Delivery Product Champion Award by Electric Power Research Institute (EPRI) USA and Green Award by World Bank. Dr.Singh is associated with bodies like CIGRE – Paris; CIGRE – India; World Energy Council – USA; Indian National Academy of Engineering (INAE). Appointment/ Reappointment Re-appointment on retirement by rotation Re-appointment on retirement by rotation No. of Shares held in the Company Nil Nil List of Directorship held in other 1. Asiatic Textile Co. Ltd. 1. Power Transmission & Distribution Companies 2 Dupont Sportswear Ltd. Independent Company 3. The Elphinstone Spg. & Wvg. Mills Co. Ltd. 4. Webrands.Com Ltd. 5. Dupont Exports Pvt.Ltd. 6. BHP Paper and Boards Pvt.Ltd. List of Committee Membership in Nil Nil other Companies 7. The Register of Directors’ Shareholding maintained under Section 307 of the Companies Act, 1956 and the Certificate from Auditors of the Company certifying that the Employees Stock Option Scheme 2007 & 2011 are being implemented in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, will be available for inspection at the Annual General Meeting. 8. The Ministry of Corporate Affairs has taken a Green Initiative in Corporate Governance by issuing circulars allowing paperless compliances by Companies through electronic mode. Further, in line with circular issued by the Securities and Exchange Board of India (SEBI) and consequent changes in the listing agreement, Companies can send Annual Report in electronic mode to Members who have registered their e-mail addresses for the purpose. Members who have not registered their e-mail address with the Company can now register the same by submitting duly filled in ‘E-Communication Registration Form’ attached at the end of this Report (also made available on the Companies website www.bajajelectricals.com) to M/s.Link Intime India Private Limited, the Registrar & Share Transfer Agents or to the Legal & Secretarial Department at the Registered Office of the Company. Members can use postage prepaid envelope enclosed with this Report for sending duly filled-in form to the Company. The Members holding shares in electronic form are requested to register their e-mail address with their Depository Participants only. The Members of the Company, who have registered their e-mail address, are entitled to receive such communication in physical form, upon request. 9. Members are requested to share their valuable feedback by filing ‘Shareholders Satisfaction Survey’ given at the end of this Report and send it back in the postage prepaid envelop enclosed with this Annual Report. This will help us to improve Shareholder Service Standards of the Company. 10. 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.
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