The Directors present their Thirty Second Annual Report and Audited
Statement of Accounts for the year ended 31st March, 2007.
With the cessation of production of geared scooters, the manufacturing
activity of the Company, during the year under review, was limited to
the manufacture of pressure die casting dies primarily for two and
The Company sold 2,402 finished units of scooters which were in stock
as on 1st April, 2006. During the year under review, Income from
treasury operations was Rs.231 million against Rs.221 million during
the previous year. Overall turnover was Rs.305.7 million as against
Rs.422.8 million during the previous year.
(Rs. in million)
Net Sales and Other Income 305.7 422.8
Gross Profit before Interest
and Depreciation 110.7 142.1
Depreciation 11.0 11.1
Profit before Tax 99.7 131.0
provision for Taxation including
Fringe Benefit Tax 0.9 0.4
Deferred Tax (Liabilities)/Assets - 10.1
Net Profit 98.8 140.7
Debit/(Credit) relating to
earlier years-Taxation (20.5) (13.0)
Less: Adjustment on account of write
down of net deferred tax assets 44.7
Disposable surplus after Adjustments
for earlier years 74.6 153.7
Provision for Proposed Dividend
(inclusive of Dividend
Distribution Tax) 40.1 58.7
Balance carried to General Reserve 34.4 95.0
The Directors recommend for consideration of the shareholders at the
ensuing Annual General Meeting, payment of dividend of Rs.3.00 per
Equity Share (30%) on 11,428,568 Equity Shares of Rs.10 each for the
year ended 31st March, 2007. The amount of dividend and the tax thereon
aggregates to Rs. 40.1 million.
Dividend paid for the year ended 31st March, 2006 was Rs.4.50 per share
(45%). The amount of dividend and tax thereon aggregated to Rs.58.7
RESEARCH, DEVELOPMENT AND TECHNOLOGY ABSORPTION:
No expenditure has been incurred by the Company on Research and
Development activities during the year under review.
CONSERVATION OF ENERGY:
The Company continued to take several steps during the year under
review to effect savings in the consumption of power, fuel, oil, water
After taking review of operations, the Company has reduced Maximum
Contract Demand for electricity from 1500 KVA to 400 KVA.
The Company has reduced MIDC inlet water connection size from 80 NB to
40 NB to ensure minimum billing for fresh water.
Control on maximum demand of electricity, maintaining power factor to
almost unity, introduction of energy efficient devices on shop floor,
effective operation and use of biogas plant, vermi composting, solar
heaters, recycling of treated effluent and water harvesting.
SAFETY, HEALTH AND ENVIRONMENT:
Various training programmes and activities for awareness towards safety
The Company has displayed its Safety & Health Policy at the Factory
Main Gate and made efforts to achieve Zero Accident target during the
Environment Audit is being carried out as stipulated.
Small groups like Environmental Group, Energy Cell and Safety Committee
are working effectively, which helped in awareness towards legal and
regulatory requirements down the line.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, the total foreign exchange earning was
nil and outgo on account of import of machine spares was Rs.17,979.
CASH FLOW STATEMENT:
A Cash Flow Statement for the year 2006-07 is included in the annexed
Statement of Accounts.
Shares of the Company can be held and traded in electronic form both
through National Securities Depository Ltd. (NSDL) and through Central
Depository Services (I) Ltd. (CDSL). The companys shares are tradable
compulsorily in dematerialised form only. As on 31st March,
2007,4,485,978 number of equity shares comprising 39.25% of total
shareholding have been dematerialised.
Industrial relations continued to be cordial during the year under
An amicable settlement for a productivity-linked wage settlement valid
from 1st April, 2007 to 30th September, 2010 was reached with the
Workmen Union on 24th March, 2007 and a Memorandum of Understanding was
signed on 7th April, 2007. The Memorandum of Settlement was signed on
14th April, 2007. This settlement is expected to further promote
harmonious relations between the management and the workmen.
Shri Rahul Bajaj ceased to be Chairman of the Company with effect from
18th October, 2006. In his place, the Board has appointed Shri Madhur
Bajaj, Director, as the Chairman and non-retiring Director with effect
from 18th October, 2006. In the casual vacancy caused due to
resignation of Shri Rahul Bajaj, the Board has appointed Shri Sanjiv
Bajaj as the Director retiring by rotation, with effect from 18th
The Board hereby places on record its sincere appreciation of the
valuable services rendered by Shri Rahul Bajaj in the incorporation and
growth of the Company during his tenure as the Chairman of the Company
The Board also places on record its appreciation of the services
rendered by Shri S.S. Patil, Director whose nomination was withdrawn by
WMDC Ltd., with effect from 14th July, 2006.
Shri D.S. Mehta and Shri V.H. Deshmukh, Directors retire by rotation,
and being eligible, offer themselves for re- appointment.
DIRECTORS RESPONSIBILITY STATEMENT: As required by sub-section (2AA)
of Section 217 of the CompaniesAct, 1956, the Directors confirm:
a)that in the preparation of annual accounts the applicable accounting
standards have been followed.
b)that the Directors have selected such accounting policies and have
applied them consistently and made judgements 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 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)that the Directors have prepared the annual accounts on a going
REAPPOINTMENT OF MANAGER UNDER THE COMPANIES ACT, 1956: Subject to the
approval of the shareholders, the Board of Directors have reappointed
Shri Ranjit Gupta, Chief Executive of the Company as Manager under the
Companies Act, 1956 for a further period of three years effective from
1st April, 2007, on the terms and conditions set out in the Resolution
in the Notice for the ensuing Annual General Meeting. The Resolution is
commended for the approval of the shareholders at the Annual General
PARTlCULARS OF EMPLOYEES:
Information as per sub-section (2A) of section 217 of the CompaniesAct,
1956, read with the Companies (Particulars of Employees) Rules, 1975
and forming part of the Directors Report for the year ended 31st
Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a
separate section titled Corporate Governance has been included in
this Annual Report along with the section on Management Discussion and
A certificate from the auditors of the Company concerning the Companys
compliance of Corporate Governance is annexed to this Report as
The observations made in the Auditors Report, read with the relevant
notes thereon are self-explanatory and hence do not call for any
further comments under section 217 of the CompaniesAct, 1956.
The Auditors, M/s. P.C. Parmar & Company, Chartered Accountants, Pune,
who retire at the conclusion of the ensuing Annual General Meeting are
eligible for re-appointment. Since Western Maharashtra Development
Corporation Limited, a Government Company, holds more than 25% of the
subscribed capital of the Company, the appointment of Auditors and the
payment of remuneration to them is required to be made by a Special
Resolution, pursuant to Section 224-A of the Companies Act, 1956. The
Shareholders are requested to appoint the Auditors and fix their
Shri A.P. Raman, Cost Accountant, Pune has been appointed as cost
auditor to conduct the audit of cost accounts maintained by the Company
for the year ending 31st March, 2008. Government approval for the said
appointment is awaited.
On behalf of the Board of Directors
Pune,16th May, 2007. Chairman