Bajaj Auto Ltd
Directors Reports
The Directors present their Twelfth Annual report and Audited Financial Statements for
the year ended 31 March 2019.
Financial results
The financial results of the Company are elaborated in the Management Discussion and
Analysis Report.
The highlights of the Financial Results are as under:
| Sales in Numbers |
FY2019 |
FY2018 |
| Motorcycles |
4,236,873 |
3,369,334 |
| Commercial vehicles |
782,630 |
637,457 |
| Total |
5,019,503 |
4,006,791 |
| Of which Exports |
2,078,730 |
1,662,577 |
| Total revenue |
31,899.27 |
26,910.51 |
| Total expenses |
25,538.11 |
21,095.94 |
| Profit before exceptional items and tax |
6,361.16 |
5,814.57 |
| Exceptional items |
(342.00) |
32.00 |
| Profit before tax |
6,703.16 |
5,782.57 |
| Tax expense |
2,027.98 |
1,714.47 |
| Profit for the year |
4,675.18 |
4,068.10 |
| Earnings per share (D) |
161.6 |
140.6 |
| Closing balances in reserve/other equity |
|
|
| General reserve |
4,921.60 |
4,453.60 |
| Retained earnings |
16,451.58 |
14,321.65 |
| Cash flow hedging reserve |
60.31 |
79.72 |
| Costs of hedging reserve |
(17.47) |
(40.48) |
| FVTOCI reserve |
74.51 |
– |
| Total |
21,490.53 |
18,814.49 |
Note: Detailed movement of above reserves can be seen in 'Statement of Changes in
Equity''
Dividend
The directors recommend for consideration of the shareholders at the ensuing annual
general meeting, payment of a dividend of Rs. 60 per equity share, (600%) for the year
ended 31 March 2019. The amount of dividend and the tax thereon aggregate to H 2,093.08
crore.
For the year ended 31 March 2018, the dividend paid was Rs. 60 per share of Rs. 10 each
(600%) and the total dividend and the tax thereon to the extent applicable aggregated to H
2,093.08 crore.
Share capital
The paid-up equity share capital as on 31 March 2019 was H 289.37 crore. 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 it granted any stock options.
Operations
Detailed information on the operations of the Company and details on the state of
affairs of the Company are covered in the Management Discussion and Analysis Report.
Capacity expansion and new projects
The Company's current installed capacity is 6.33 million units per annum.
As regards the Company's much awaited Quadricycle – QUTE, launch of the product
and sale has commenced in few states where the Company has received requisite approvals
for sale. The response has been positive.
4,400 (nos.) of Qute were sold in various international markets during the year
2018-19, as against 1,605 (nos.) in the year 2017-18.
During the year under review, 627 (nos.) of Qute were sold in domestic markets.
Research and Development and technology absorption
A) Products
Many new products were launched during the year under review. Detailed information on
the new products is covered in the Management Discussion and Analysis Report.
B) Process
R&D has been working on improving its operations in a number of areas as listed
below:
• Manpower: R&D has been expanding its team size in areas of design,
analysis and validation in order to keep up with the rapidly expanding aspirations of the
Company.
• Facilities: R&D continued to enhance its design, computing, prototype
manufacturing and validation facilities. A number of new test facilities and prototyping
facilities were added.
C) Technology
As in the past, new and improved technology has been introduced during the year under
review and the detailed information on the same is covered in the Management Discussion
and Analysis Report.
D) Outgo
The expenditure on research and development during 2018-19 and in the previous year
was:
|
|
(Rs. In Crore) |
| Particulars |
FY2019 |
FY2018 |
| i. Capital (including technical know-how) |
64.00 |
38.58 |
| ii. Recurring |
392.35 |
334.11 |
| Total |
456.35 |
372.69 |
| iii. Total research and development expenditure as a percentage of sales |
1.54% |
1.48% |
Conservation of energy
Company continues its efforts to reduce and optimise the energy consumption at all its
manufacturing facilities, including corporate office at Pune.
Significant reduction in energy consumption has been achieved by various means as shown
hereunder:
A) Electrical energy
• Use of IGBT based rectifier in place of conventional SCR based rectifier for ED
process
• Provision of Energy Efficient Pumps for ETP/STP, Water Supply and Fire Systems
• Use of Energy Efficient LED Lighting for Street Lights, Shops and Offices
• Optimising compressed air pressure by use of portable Small Compressors on
holidays
• Use of energy efficient air conditioner in place of conventional air conditioner
• Optimisation of processes and operational control
• Installation of common grid for compressed air to balance compressors loading
• Use of Mid Frequency DC Welding Machine in place of AC Welding Machine for Seam
Welding Process
• Use of Active filters for harmonic suppression to reduce energy loss
B) Water
• Rain water harvesting with Ground Recharge
• Replacement of underground hydrant and water pipeline with above ground level
pipeline to arrest water leakages
• Installation of second stage RO at paint shop
• Use of one touch water taps in canteen and washrooms
• Continued use of treated water for processes like cooling towers, central
coolant systems, de-sludge pool and incinerator, compressor cooling tower and AHU etc.
C) LPG/propane
l Thermal imaging/audit for ovens in paint shop and countermeasure l Weight reduction
of hangers in paint shop to reduce heat losses l Burner efficiency improvement through
efficient burners l Teflon coated gratings in painting booth to eliminate cleaning
activity through fluidised bed l Upgradation of furnace insulation to reduce heat losses l
Provision of hydromax solution for hot water generator to reduce fuel consumption l
Continued usage of low temperature chemicals for pre-treatment process
D) Utilisation of renewable energy-key initiatives
l Use of solar energy through Roof Top Solar Power System.
| Akurdi Total Capacity |
– 2 MWp |
| Chakan Total Capacity |
– 2 MWp |
| Total Solar energy generated |
– 53.25 lakh KWH |
l Installation of daylight pipes in plants.
Impact of measures taken
As a result of the initiatives taken for conservation of energy and natural resources,
the Company has effected an overall reduction in consumption as given in the Table below:
|
% Reduction w.r.t. previous year |
| Description |
FY2019 |
FY2018 |
| Electricity consumption |
5.53 |
3.60 |
| Water consumption |
3.27 |
5.53 |
| LPG/PNG consumption |
1.05 |
2.37 |
Investment/savings
|
|
( Rs. In Crore) |
| Description |
FY2019 |
FY2018 |
| Investment for energy conservation activities |
1.51 |
2.90 |
| Recurring savings achieved through above activities |
3.73 |
2.47 |
Awards and Accolades
BAL Commercial vehicles manufacturing plant at Waluj and the Motorcycle manufacturing
plant at Pantnagar received the Special award for TPM achievement from JIPM, Japan. This
award is for a plant that has achieved a very high level in its practice of TPM
methodology.
With this achievement, Bajaj Auto becomes the only OEM in the auto industry, where all
its manufacturing plants have achieved the Special award for TPM practice.
International Business
Bajaj Auto's 22% growth in motorcycles and 43% growth in commercial vehicles means that
it remains by far, India's No.1 exporter of two and three wheelers. It exports to over 79
countries in Latin America, Africa, South Asia, Middle East, Asia Pacific and Europe.
During the year under review, exports accounted for 40.1% of the Company's net sales as
against 39.3% in FY18. Detailed information on the International Business is given in the
Management Discussion and Analysis Report.
Foreign exchange earnings and outgo
The Company continued to be a net foreign exchange earner during the year.
Total foreign exchange earned by the Company during the year under review was Rs.
11,434.23 crore, as compared to Rs. 9,281.46 crore during the previous year.
Total foreign exchange outflow during the year under review was Rs. 973.07 crore, as
against Rs. 673.41 crore during the previous year.
Industrial relations
Industrial Relations with staff and workmen across all the plants, viz. Akurdi, Waluj,
Chakan and Pantnagar, continued to be cordial.
The wage settlements signed for a period of 9 years for Chakan and Akurdi Plants are
expiring on 31 March 2019 and 30 June 2019 respectively. The process for signing new
settlements for both the plants has already been initiated and all efforts are being made
to complete the process amicably in a congenial atmosphere.
With the active participation and involvement of all employees, we have been able to
inculcate TPM culture for excellence and continuous improvement across all plants. Plants
have received many awards during the year from Confederation of Indian Industry (CII),
Quality Circle Forum of India (QCFI) and other organisations.
Two workmen, one each from Facility Engineering – MCD and Spare Operations at
Waluj plant have been declared winner of Prime Minister's ‘Shram Veer' Award for the
year 2017.
Various Employee Engagement activities like monthly Kaizen competitions, trekking
events, sports competitions, yoga sessions, signing competitions, appreciation of
meritorious students and felicitation of newly married couple are being organised to
inculcate sense of belongingness amongst the employees across the plants.
Subsidiaries and joint ventures
PT. Bajaj Auto Indonesia (PT BAI)
Routine business operations of PT. Bajaj Auto Indonesia, a 99.25% subsidiary of Bajaj
Auto, remain discontinued.
The plan for PT. Bajaj Auto Indonesia was to spearhead the development of KTM and Bajaj
partnership and bring the jointly developed products into Indonesia. To take this further,
all the required manufacturing, import and business licenses have been renewed. Further,
studies on the product acceptability have been conducted, which look favorable.
The business model decided has been to export directly from India to local Indonesian
distributor to be monitored and managed by PT. Bajaj Auto Indonesia. Further, the CKD
configurations have been planned and PT. Bajaj Auto Indonesia will work with the
distributors and take the responsibility of getting the KTM products in the market
ensuring the right quality standards.
Bajaj Auto International Holdings BV, Netherlands (BAIH BV)
Bajaj Auto International Holdings BV is a 100% Netherlands-based subsidiary of Bajaj
Auto Ltd.
Over the years, through this subsidiary, Bajaj Auto has invested a total of 198.1
million (Rs. 1,219 crore), and holds approximately 48% stake in KTM AG of Austria (KTM).
Calendar year 2018 has again been a record year for KTM, with highest sales in units and
again highest turnover in the history of the Company. Detailed information on the
developments at the subsidiary and KTM AG is provided in the Management Discussion and
Analysis Report.
During the year under review, dividend received from BAIH BV amounted to Rs. 94 crore.
Signing of anti-corruption initiative of World Economic Forum (WEF)
In support of the initiative taken by WEF, with a view to strengthening the efforts to
counter bribery and corruption, your Company is a signatory to the 'Commitment to
anti-corruption' and is supporting the 'Partnering Against Corruption-Principles for
Countering Bribery' derived from Transparency International's Business Principles. This
calls for a commitment to two fundamental actions, viz. a zero-tolerance policy towards
bribery and development of a practical and effective implementation programme.
Adoption of Confederation of Indian Industry (CII) Charters
Your Company, being a member of CII, has adopted the following Codes/Charters:
1. CII Code of Conduct for Affirmative Action;
2. Model Code of Conduct for Ethical Business practices;
3. Charters of Fair and Responsible Workplace Guidelines for Collaborative Employee
Relations; and
4. Charters on Fair and Responsible Workplace Guidelines for Contract Labour.
Extract of Annual Return
The extract of annual return as provided under sub-section (3) of section 92 of the
Companies Act, 2013, in the prescribed form MGT-9 is annexed to this Report and also on
the company's website www.bajajauto.com/investors/annual-repors
Number of meetings of the Board
There were eight meetings of the Board held during the year. Detailed information is
given in the Corporate Governance Report.
Directors' responsibility statement
As required under clause (c) of sub-section (3) of section 134 of the Companies Act,
2013, directors, to the best of their knowledge and belief, state that-
• in the preparation of the annual accounts, the applicable Accounting Standards
had been followed along with proper explanation relating to material departures;
• 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; l the directors
had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;
• the directors had prepared the annual accounts on a going concern basis;
• 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
• the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and were operating
effectively.
Details in respect of frauds reported by auditors under section 143(12)
During the year under review, there were no frauds reported by the auditors to the
Audit Committee or the Board under section 143(12) of the Companies Act, 2013.
Declaration by independent directors
The independent directors have submitted the declaration of independence, as required
pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria
of independence as provided in section 149(6) of the Companies Act, 2013, as amended and
Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘the Listing Regulations'), as amended.
The Board took on record the declaration and confirmation submitted by the Independent
Directors regarding their meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same as required under Regulation 25 of
the Listing Regulations.
Directors' Remuneration Policy and criteria for matters under section 178
The Board, at its meeting held on 13 March 2019, has revised the commission from Rs.
150,000 to H 250,000 payable per meeting to all non-executive directors (including
independent directors) for meetings of Board and Committees thereof attended by them from
1 April 2019 onwards as member.
The salient features and changes to the Policy on directors' appointment and
remuneration form a part of the ‘Corporate Governance Report'. The said policy is
placed on the Company's website www.bajajauto.com/investors/codes-policies
Particulars of loans, guarantees or investments
Information regarding loans, guarantees and investments covered under the provisions of
section 186 of the Companies Act, 2013 are detailed in the Financial Statements.
Related party transactions
No Related Party Transactions (RPTs) were entered into by the Company during the year,
which attracted the provisions of section 188 of the Companies Act, 2013. There being no
‘material' RPTs as defined under Regulation 23 of Listing Regulations, there are no
details to be disclosed in Form AOC-2 in that regard.
During the year 2018-19, pursuant to section 177 of the Companies Act, 2013 and
Regulation 23 of Listing Regulations, all RPTs were placed before the Audit Committee for
its approval.
Pursuant to Regulation 23 of Listing Regulations, the Board, at its meeting held on 13
March 2019, has revised the policy on materiality of RPTs and on dealing with RPTs inter
alia by including clear threshold limits.
The revised Policy on materiality of RPTs as approved by the Board is uploaded on the
Company's website www.bajajauto.com/investors/codes-policies
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 and the date of
this Report.
Risk Management Policy
Information on the development and implementation of a Risk Management Policy for the
Company including identification therein of elements of risk, which in the opinion of the
Board may threaten the existence of the Company, is given in the Corporate Governance
Report.
Corporate Social Responsibility (CSR)
Detailed information on the 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 annexed Annual Report on CSR activities.
Formal annual evaluation of the performance of the Board, its Committees, Chairperson
and Individual Directors
Information on the manner in which formal annual evaluation has been made by the Board
of its own performance and that of its committees, chairperson and individual directors is
given in the Corporate Governance Report.
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.
Indian Accounting Standards, 2015
The annexed financial statements comply in all material aspects with Indian Accounting
Standards (Ind AS) notified under section 133 of the Companies Act, 2013, Companies
(Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies
Act, 2013.
Consolidated financial statements
The directors also present the audited consolidated financial statements incorporating
the duly audited financial statements of the subsidiaries, and as prepared in compliance
with the Companies Act, 2013, applicable Accounting Standards and Listing Regulations, as
prescribed by SEBI.
Statutory disclosures
The summary of the key financials of the Company's subsidiaries (Form AOC-1) is
included in this Annual Report. A copy of the audited financial statements for each of the
subsidiary companies will be made available to the members of the Company seeking such
information at any point of time.
The audited financial statements for each of the subsidiary companies will be kept for
inspection by any member of the Company at its registered office during business hours.
The same are placed on the Company's website www.bajajauto.com
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, as amended, are annexed to this report.
Details as required under the provisions of section 197(12) of the Companies Act, 2013,
read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, which form part of the Directors' Report, will be made
available to any shareholder on request, as per provisions of section 136(1) of the said
Act.
A Cash Flow Statement for the year 2018-19 is attached to the Balance Sheet.
Pursuant to the legislation ‘The Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013', the Company has a Policy on Prevention
of Sexual Harassment at Workplace.
During the year under review, one complaint was received from one of the employees,
which was investigated and redressed by the Internal Complaints Committee formed under the
aforesaid Act and closed.
There was no other case reported during the year under review under the said Policy.
Directors and Key Managerial Personnel-changes
A. Changes in Directors:
I. Cessation of Directors:
(a) Manish Kejriwal (DIN 00040055), a non-executive director of the Company, on account
of his preoccupation with his business and various interests, resigned as director of the
Company from the close of office hours on 31 December 2018. The Board recorded its sincere
appreciation for his valuable contribution during his long association with the Company.
(b) D. S. Mehta (DIN 00038366) and P Murari (DIN 00020437) have signified their
intention not to continue as an Independent Director of the Company for another term, due
to their other priorities, pre-occupations and health reasons. They have ceased to be
directors of the Company from the close of business hours on 31 March 2019. The Board
recorded its sincere appreciation for their valuable contribution during their long
association with the Company.
II. Appointment/Re-appointment of Directors:
(a) The Board at its meeting held on 24 October 2018, pursuant to the recommendation of
Nomination and Remuneration Committee and subject to necessary approval of shareholders,
appointed Rakesh Sharma (DIN 08262670) as additional director and Whole-time Director,
with the designation as Executive Director of the Company for a period of five years with
effect from 1 January 2019.
(b) The Board at its meeting held on 13 March 2019, pursuant to the recommendation of
Nomination and Remuneration Committee, appointed Smt. Lila Poonawalla (DIN 00074392) and
Pradip Shah (DIN 00066242) as Additional Directors and Independent Directors for a period
of 5 years with effect from 1 April 2019. Under Regulation 17(1A) of Listing Regulations,
consent of the Members by way of Special Resolution is sought by the Company in compliance
with Regulation 17(1A) of Listing Regulations, for continuance of Smt. Lila Poonawalla
beyond 16 September 2019 on account of her attaining the age of 75 years on that date.
(c) At the aforesaid meeting, the Board taking into account the Report of performance
evaluation and the recommendation of Nomination and Remuneration Committee, re-appointed
following independent directors for a second consecutive term:
| Sr. No. |
Name of Independent Director |
Tenure of Second term |
| 1. |
Nanoo Pamnani (DIN 00053673)* |
Five years w.e.f. 1 April 2019 |
| 2. |
D J Balaji Rao (DIN 00025254)** |
Five years w.e.f. 1 April 2019 |
*Under Regulation 17(1A) of Listing Regulations, consent of the Members by way of
Special Resolution is sought by the Company in compliance with Regulation 17(1A) of
Listing Regulations, for continuance of Nanoo Pamnani beyond 26 February 2020 on account
of his attaining the age of 75 years on that date. **Under Regulation 17(1A) of Listing
Regulations, consent of the Members by way of Special Resolution is sought by the Company
in compliance with Regulation 17(1A) of Listing Regulations, for continuance of D J Balaji
Rao beyond 1 April 2019 on account of his having already attained the age of 75 years as
on 1 April 2019.
Necessary details regarding their appointment and re-appointment as required under the
Companies Act, 2013 and Listing Regulations, are given in the notice of annual general
meeting. The aforesaid appointments are subject to approval of shareholders at the ensuing
annual general meeting.
III. Retirement by Rotation:
The independent directors hold office for a fixed term not exceeding five years from
the date of their appointment and are not liable to retire by rotation.
The Companies Act, 2013 mandates that at least two–thirds of the total number of
directors (excluding independent directors) shall be liable to retire by rotation.
Accordingly, Sanjiv Bajaj (DIN 00014615) and Pradeep Shrivastava (DIN 07464437),
Directors, being the longest in the office amongst the directors liable to retire by
rotation, retire from the Board by rotation this year and, being eligible, have offered
their candidature for re–appointment.
Brief details of Sanjiv Bajaj and Pradeep Shrivastava, Directors, who are seeking
re–appointment are given in the notice of annual general meeting.
B. Change in Key Managerial Personnel:
The Board at its meeting held on 13 March 2019, pursuant to the recommendation of
Nomination and Remuneration Committee appointed Soumen Ray as Chief Financial Officer and
Key Managerial Personnel of the Company w.e.f. 18 May 2019 in place of Kevin D'sa, 65
years, who after a long distinguished tenure would be ceasing as Chief Financial Officer
of the Company w.e.f. closing hours of 17 May 2019.
There was no other 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.
Significant and material orders passed by the regulators or courts
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals, which may impact the going concern status of the
Company and its 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 the
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.
Corporate governance
Pursuant to Listing Regulations, a separate chapter titled ‘Corporate Governance'
has been included in this Annual Report, along with the reports on Management Discussion
and Analysis and General Shareholder Information.
All Board members and Senior Management personnel have affirmed compliance with the
Code of Conduct for the year 2018-19. A declaration to this effect signed by the Managing
Director and CEO of the Company is contained in this Annual Report.
The Managing Director and CFO have certified to the Board with regard to the financial
statements and other matters as required under Regulation 17(8) of the Listing
Regulations.
Certificate from the Auditors of the Company regarding compliance of conditions of
corporate governance is annexed to this Report.
Employee stock option scheme
During the year under review, the Company has approved Bajaj Auto Employee Stock Option
Scheme 2019 (BAL-ESOS 2019) of the Company. The ESOP Scheme is in compliance with the SEBI
(Share Based Employee Benefits) Regulations, 2014 (‘the SBEB Regulations').
Pursuant to the approval by the shareholders and in-principle approval given by the
Stock Exchanges, the Company can grant upto 5,000,000 options to the eligible employees of
the Company under the BAL-ESOS 2019.
Disclosures pertaining to the ESOP Scheme pursuant to the SBEB Regulations are placed
on the Company's website www.bajajauto.com/investors/annual-reports
Business Responsibility Report
Regulation 34(2) of the Listing Regulations, as amended, inter alia, provides that the
annual report of the top 500 listed entities based on market capitalisation (calculated as
on 31 March of every financial year), shall include a Business Responsibility Report.
Since Bajaj Auto Ltd. is one of the top 500 listed entities, the Company, as in the
previous years, has presented its BR Report for the year 2018-19, which is part of this
Annual Report.
As a green initiative, the BR Report has been hosted on the Company's website
www.bajajauto.com/investors/annual-reports
A physical copy of the BR Report will be made available to any shareholder on request.
Secretarial Standards of ICSI
Pursuant to the approval given on 10 April 2015 by the Central Government to the
Secretarial Standards specified by the Institute of Company Secretaries of India, the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) came into effect from 1 July 2015. The said standards were further amended w.e.f. 1
October 2017. The Company is in compliance with the same.
Statutory Auditor
Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at
the annual general meeting of the Company held on 20 July 2017 appointed S R B C and CO
LLP (Firm Registration No. 324982E/E300003) as statutory auditors of the Company from the
conclusion of Tenth annual general meeting till the conclusion of Fifteenth annual general
meeting, covering one term of five consecutive years.
The statutory audit report for the year 2018-19 does not contain any qualification,
reservation or adverse remark or disclaimer made by statutory auditor.
Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has re-appointed Shyamprasad D Limaye, Practising Company
Secretary (Membership No.1587, CP No. 572) to undertake the secretarial audit of the
Company. Secretarial audit report for the year 2018-19 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.
In addition to the above and pursuant to SEBI Circular dated 8 February 2019, a Report
on secretarial compliance by Shyamprasad D Limaye for the year ended 31 March 2019 is
being submitted to stock exchanges. There are no observations, reservations or
qualifications in the said Report.
On behalf of the Board of Directors,
Rahul Bajaj
Chairman
Pune: 17 May 2019
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