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
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
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
(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.
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
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
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
(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
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
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
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.
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
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.
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.
The Statutory Audit Report does not contain any qualification,
reservation or adverse remark or disclaimer made by Statutory Auditor.
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.
During the year under review, the industrial relations remained
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
Pune, 12 May, 2015 Chairman