The Directors present their Thirty Third Annual Report and Audited
Statement of Accounts for the year ended 31st March, 2008.
The manufacturing activity of the Company, during the year under review
was limited to the manufacture of pressure die casting dies, jigs and
fixtures primarily for two and three- wheeler industry.
During the year under review, Income from treasury operations was
Rs.236.1 million against Rs.224.4 million during the previous year.
Overall turnover was Rs.291.9 million as against Rs.305.7 million
during the previous year.
(Rs. in million)
Net Sales and Other Income 291.9 305.7
Gross Profit before Interest
and Depreciation 130.4 110.7
Depreciation 10.6 11.0
Profit before Tax 119.8 99.7
Provision for Taxation including
Fringe Benefit Tax 0.1 0.9
Net Profit 119.7 98.8
Debit/(Credit) relating to
earlier years - Taxation 2.1 (20.5)
Less: Adjustment on account of write
down of net deferred tax assets - 44.7
Disposable surplus after Adjustments
for earlier years 117.6 74.6
Provision for Proposed Dividend
(inclusive of Dividend Distribution Tax) 80.2 40.1
Balance carried to General Reserve 37.4 34.4
The Directors recommend for consideration of the shareholders at the
ensuing Annual General Meeting, payment of dividend of Rs.6 per Equity
Share (60%) on 11,428,568 Equity Shares of Rs.10 each for the year
ended 31st March, 2008. The amount of dividend and the tax thereon
aggregates to Rs.80.2 million.
Dividend paid for the year ended 31st March, 2007 was Rs.3 per share
(30%). The amount of dividend and tax thereon aggregated to Rs.40.1
TECHNICAL KNOW-HOW AGREEMENT:
With very poor demand for geared scooters, Bajaj Auto Ltd.
discontinued production of geared scooters and consequently supplies of
CKD packs of geared scooters to the Company were stopped. Company had
stopped production of geared scooters from 1st April, 2006. Hence,
technical know-how agreement with Bajaj Auto Ltd., which expired on
31st December, 2007, has not been renewed.
CHANGE IN NAME OF JOINT PROMOTER OF THE COMPANY:
In terms of the Scheme of Arrangement entered into by Bajaj Auto Ltd.
(joint promoter of the Company) with its Shareholders and approved by
the Honble High Court, Mumbai, the name of Bajaj Auto Ltd. has been
changed to Bajaj Holdings & Investment Ltd.
A Special Resolution for alteration of Articles of Association of the
Company to give effect to the change in name of Bajaj Auto Ltd. has
been incorporated in the Notice of the Annual General Meeting and is
commended for the approval of the Shareholders.
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
A 500 KVA transformer was installed to save on No Load losses, as the
Company had reduced maximum contract demand for electricity from 1500
KVA to 400 KVA.
The Company has upgraded heat treatment furnaces to reduce electricity
consumption and initial heating time.
Other measures taken to save energy were to:
control maximum demand of electricity, maintain power factor to almost
unity, introduce energy efficient devices on shop floor, effectively
operate and use biogas plant, solar heaters, recycle treated effluent
and water harvesting.
SAFETY, HEALTH AND ENVIRONMENT:
Various training programmes and activities for awareness towards safety
The Company has taken adequate measures to reduce noise pollution
inside the factory.
Environment Audit is being carried out as stipulated.
The Company has displayed its Safety & Health Policy at the Factory
Main Gate and made efforts to achieve Zero Accident target during the
Small groups like Environmental Group, Energy Cell and Safety Committee
are working effectively, which have helped in creating awareness
towards legal and regulatory requirements.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review, the total foreign exchange earnings and
outgo were nil.
CASH FLOW STATEMENT:
A Cash Flow Statement for the year 2007-08 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, 2008,
4,583,479 number of equity shares comprising 40.11% of total
shareholding have been dematerialised.
Industrial relations continued to be cordial during the year under
Mrs. Mary Neelima Kerketta has been appointed as a non- retiring
Director of the Company in place of Shri R.N. Joshi, whose nomination
had been withdrawn by Western Maharashtra Development Corporation Ltd.,
the joint promoter of the Company, with effect from 10th January, 2008.
Shri P.R. Suryavanshi and Shri D.W. Patil have been appointed as
Directors of the Company with effect from 29th January, 2008 filling
the casual vacancies caused by the withdrawal of the nomination of Shri
V.H. Deshmukh and Shri S.S. Survase by WMDC Ltd.
Shri R.K. Nikharge has been appointed as a Director of the Company with
effect from 21st May, 2008 in the casual vacancy existing in the Board.
The Board places on record its appreciation of the services rendered by
Shri R.N. Joshi, Shri V.H. Deshmukh and Shri S.S. Survase during their
tenure as Directors of the Company.
Shri Jayant H. Shah, Director retires by rotation, and being eligible,
offers himself for reappointment.
Shri Sanjiv Bajaj and Shri D.W. Patil who were appointed by the Board
as Directors in the casual vacancies hold office until the ensuing
Annual General Meeting and are eligible for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT:
As required by sub-section (2AA) of Section 217 of the Companies Act,
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
PARTICULARS OF EMPLOYEES:
Information as per sub-section (2A) of section 217 of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 and forming part of the Directors Report for the year ended 31st
March, 2008: NIL
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 Companies Act, 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, 2009. Government approval for the said
appointment has been obtained.
On behalf of the Board of Directors
Pune, 21st May, 2008. Chairman