Annual Report_2016

ANNUAL REPORT

2015-16

WOMEN

ARE THE REAL

ARCHITECTS OF SOCIETY.

- HARRIET BEECHER STOWE

Bajaj Electricals is dedicated to building a brighter future for the girl child.

Helpline Nos.: 1800 102 5963 / 022 4128 0000 | shop.bajajelectricals.com | |

Through the journey of life, through the good times and the difficult ones, you’ll

find us by your side. Sometimes like a cool breeze, sometimes with warm food

and sometimes straightening out the wrinkles of your everyday life.

APPLIANCES

FANS

LIGHTING

EPC

CHAIRMAN’S MESSAGE

Dear Shareholders,

It gives me great pleasure to share an update on the overall performance of your Company

for the ﬁnancial year 2015 -16. While commodity prices and inﬂation continued to come

down, the second consecutive monsoon failure and resulting drought meant a distressed

rural demand scenario in several parts of the country. Competition continued to be

aggressive. In such a challenging external environment, your Company remained focused on

margin improvement, cost control, better working capital management and emphasis on

secondary sale to perform well and deliver proﬁtable and responsible growth. This shows that

your Company is now back on track to achieve its exciting goals of becoming a dominant

player from a leadership position in the small appliances sector.

The Company wants to become more nimble and future ready, and continue to delight its

consumers by enhancing the quality of life and bringing happiness with sustainable,

innovative and superior quality products at affordable prices. With this objective, the

Company has invested heavily in a Research & Development Centre, which will soon be

operational. The Company has also been strengthening its leadership positions, and investing

in making its sales & marketing, supply chain and employee policies more robust, intensifying its efforts to expand distribution reach and tapping

opportunities in emergent channels like e-commerce. The Company has set up a strategic sourcing team to leverage scale and reduce its

procurement costs and also introduced an advanced technology solution to improve its planning and execution capabilities. These initiatives will

deﬁnitely help the Company in creating great value for its stakeholders.

Discrimination against girls in India has been going on since ages now. Even today, there are several sections of the Indian society where the

girl child is treated as a burden. While several privileges are given to the boys, girls are often restricted to the conﬁnes of the house and given

very little or no opportunities to learn and grow in life. Jamnalal Bajaj, the founding father of the Bajaj Group, was an advocate of equal rights

for the girl child and was actively supported by his wife, Jankidevi Bajaj. They worked tirelessly for the education of the girl child and the

emancipation of women in India. All children need love, nurturing and protection, but the girl child needs it just a little bit more. She ﬁghts

malnourishment, lack of education, sanitation, forced labour, trafﬁcking, child marriage and so much more.

We at Bajaj Electricals, have taken a small step in this direction by celebrating 2016 as the year of the Girl Child. This is our homage to the

direction set out by our founding fathers.

The Company has always actively championed social responsibility. The Company’s aspirational CSR activities to train rural and urban youth in

skill development to enhance their employability and entrepreneurial abilities, with usual continuous anti-tobacco and tree plantation drives,

have gained momentum. The Company will continue to be a responsible corporate citizen wherever it operates, and is committed to delivering

long-term value creation for all its stakeholders.

Finally, I would like to take this opportunity to thank each and every one of our employees whose commitment and hard work helped deliver a

successful year. I would also like to thank all our customers, suppliers, vendors and lenders for their unstinted support to the Company during

the year. My deep appreciation to each one of you and your families. We look forward to your continued partnership and co-operation.

Yours Sincerely,

Shekhar Bajaj

Chairman & Managing Director

STATISTICS

10 YEAR

FINANCIAL PERFORMANCE

*Adjusted for bonus shares issued in FY 2007-08 in the ratio of 1:1 and for sub-division of shares from ₹ 10 each to ₹ 2 each in FY 2009-10

Lighting (` in Crore)

1058

898

953

860

765

631

536

488

409

329

2006 - 07

2007 - 08

2008 - 09

2009 - 10

2010 - 11

2011 - 12

2012 - 13

2013 - 14

2014 - 15

2015 - 16

Gross Revenue (` in Crore)

4612

4265

4059

3396

3125

2763

2248

1787

1403

1113

2006 - 07

2007 - 08

2008 - 09

2009 - 10

2010 - 11

2011 - 12

2012 - 13

2013 - 14

2014 - 15

2015 - 16

Engineering & Projects (` in Crore)

1551

1336

1150

691

857

851

755

542

384

330

2006 - 07

2007 - 08

2008 - 09

2009 - 10

2010 - 11

2011 - 12

2012 - 13

2013 - 14

2014 - 15

2015 - 16

Consumer Durables (` in Crore)

2003

2024

1925

1845

1507

1282

957

756

610

454

2006 - 07

2007 - 08

2008 - 09

2009 - 10

2010 - 11

2011 - 12

2012 - 13

2013 - 14

2014 - 15

2015 - 16

Other Revenue (` in Crore)

0.64

0.62

1.59

1.46

1.75

1.32

1.47

1.65

1.32

1.58

2006 - 07

2007 - 08

2008 - 09

2009 - 10

2010 - 11

2011 - 12

2012 - 13

2013 - 14

2014 - 15

2015 - 16

Proﬁt After Tax (` in Crore)

-14-5

118

144

125

2006 - 07

2007 - 08

2008 - 09

2009 - 10

2010 - 11

2011 - 12

2012 - 13

2013 - 14

2014 - 15

2015 - 16

Networth (` in Crore)

751

687

710

729

700

611

494

245

175

117

2006 - 07

2007 - 08

2008 - 09

2009 - 10

2010 - 11

2011 - 12

2012 - 13

2013 - 14

2014 - 15

2015 - 16

Market Capitalisation (` in Crore)

1922

2332

2905

1742

1952

2318

2168

249

751

337

2006 - 07

2007 - 08

2008 - 09

2009 - 10

2010 - 11

2011 - 12

2012 - 13

2013 - 14

2014 - 15

2015 - 16

Earnings Per Share* (`)

9.5

-1.4-0.5

5.1

11.9

14.6

13.0

10.3

8.5

4.4

2006 - 07

2007 - 08

2008 - 09

2009 - 10

2010 - 11

2011 - 12

2012 - 13

2013 - 14

2014 - 15

2015 - 16

74.4

68.2

70.9

73.0

70.2

61.8

50.7

28.3

20.2

13.5

Book Value Per Share* (` )

2006 - 07

2007 - 08

2008 - 09

2009 - 10

2010 - 11

2011 - 12

2012 - 13

2013 - 14

2014 - 15

2015 - 16

Board of Directors

Shekhar Bajaj, Chairman & Managing Director

Anant Bajaj, Joint Managing Director

Harsh Vardhan Goenka

Ashok Jalan

V.B.Haribhakti

Madhur Bajaj

Dr.(Smt.) Indu Shahani

Dr.R.P.Singh

Anuj Poddar, Additional Director (w.e.f. 30.05.2016)

Siddharth Mehta, Additional Director (w.e.f. 30.05.2016)

Audit Committee

V.B.Haribhakti, Chairman

Ashok Jalan

Dr.(Smt.) Indu Shahani

Nomination & Remuneration Committee

V.B.Haribhakti, Chairman

Ashok Jalan

Dr.(Smt.) Indu Shahani

Stakeholders Relationship Committee

V.B.Haribhakti, Chairman

Dr.(Smt.) Indu Shahani

Corporate Social Responsibility Committee

Shekhar Bajaj, Chairman

Anant Bajaj

Dr.(Smt.) Indu Shahani

Company Secretary

Mangesh Patil

Auditors

Dalal & Shah LLP, Chartered Accountants

Secretarial Auditor

Anant B. Khamankar & Co., Practicing Company Secretaries

Cost Auditor

R.Nanabhoy & Co., Cost Accountants

Bankers

State Bank of Bikaner and Jaipur; Bank of India; Union Bank of India;

State Bank of India; Yes Bank Ltd.; IDBI Bank Ltd.; HDFC Bank Ltd.

Debenture Trustee

Axis Trustee Services Limited

Contents Page No.

Notice 2

Directors' Report & Management Discussion and Analysis 10

Corporate Governance Report 44

Independent Auditors Report on Standalone

Financial Statements

Standalone Financial Statements 96

Independent Auditors Report on Consolidated

131

Financial Statements

Consolidated Financial Statements 134

Financial Position at a Glance 141

Physical Ballot Form

Members are requested to kindly bring their copy of the Annual Report to the meeting.

Corporate Management Committee

Shekhar Bajaj, Chairman & Managing Director

Anant Bajaj, Joint Managing Director

Atul Sharma, President – HR&A

Pratap Gharge, President & CIO

Siddhartha Kanodia, President & Country Head – CP Group

R.Sundararajan, President – Luminaires Business Group

Anil Shipley, President – Supply Chain Management

Anant M. Purandare, Executive Vice President & CFO

Atul Pathak, Executive Vice President – Branch Sales Support

Dileep Sharma, Executive Vice President – Consumer Care

S. Vaidyanathan, Executive Vice President & Country Head – Alternate Channel Sales (CP)

Krishna Raman, Executive Vice President & Country Head – Trade Sales (CP)

Mangesh Patil, Vice President – Legal & Company Secretary

Pradeep Patil, Vice President & International Head – Exports

Amit Sethi, Vice President & Country Head – Marketing (CP)

Girish Bhave, Vice President – Corporate Services

Beena Koshy, Vice President – Advt., Digital & Branding

Raj Kumar Goel, Vice President – CSD

Sivakumar Balasubramanyam, Vice President – Illumination

Vijay Anant Bhat, Vice President – Power Distribution

Sanjay Bhagat, Vice President – TLT

Pratibha Chhaya, Vice President – Morphy Richards

Rakesh Moolchandani, Sr. General Manager – Institutions & Malls

Chiranjeev Soni, General Manager – Internal Audit

Chakan Unit

Sharad Sontakke, Dy. General Manager (Works)

Ranjangaon Unit

Anil Gupta, General Manager – Operations, RU

Kosi Unit

Anil Jain, Sr. General Manager & Head – Operations, Kosi Unit

Registered Office

45/47, Veer Nariman Road, Mumbai – 400 001

CIN: L31500MH1938PLC009887

Corporate Office

001, 502, 701 & 801, Rustomjee Aspiree, Off Eastern Express Highway,

Bhanu Shankar Yagnik Marg, Sion (E), Mumbai – 400022

Factories

Chakan Unit, Wind Farm Unit, Ranjangaon Unit & Kosi Unit

Branches

Ahmedabad, Bengaluru, Bhubaneshwar, Chandigarh, Chennai, Cochin, Delhi,

Guwahati, Hyderabad, Indore, Jaipur, Kolkata, Lucknow, Mumbai, Nagpur, Noida,

Patna, Pune, Raipur

Depots

Dehradun, Goa, Kundli, Parwanoo, Ranchi, Vijayawada & Zirakhpur

Central Warehouses

Banur, Daman, Mumbai & Vapi

Regional Distribution Centres

Bengaluru & Kolkata

Annual General Meeting

On Thursday, 04 August 2016 at 11.00 a.m. at Walchand Hirachand Hall, 4th Floor,

Indian Merchants Chamber, IMC Marg, Churchgate, Mumbai 400020, Maharashtra.

NOTICE

NOTICE is hereby given that the Seventy-seventh (77th) Annual General Meeting of the Members of Bajaj Electricals Limited will be

held on Thursday, 04 August 2016 at 11.00 A.M. at Walchand Hirachand Hall, 4th Floor, Indian Merchants’ Chamber, IMC Marg,

Churchgate, Mumbai 400 020, to transact the following business:

ORDINARY BUSINESS:

1. Adoption of financial statements

To receive, consider and adopt the audited financial statements (including audited consolidated financial statements) for the

financial year ended 31 March 2016 and the Reports of the Directors and Auditors thereon.

2. Declaration of dividend

To approve the interim dividend of ? 2.80 per equity share, already paid during the year, for the year ended 31 March 2016.

3. Appointment of Shri Anant Bajaj as a director liable to retire by rotation

To appoint a Director in place of Shri Anant Bajaj (DIN 00089460), who retires by rotation in terms of Section 152(6) of the

Companies Act, 2013 and being eligible offers himself for re-appointment.

4. Appointment of Statutory Auditors

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies

Act, 2013 (“the Act”) read with the Companies (Audit and Auditors) Rules, 2014 (“the Rules”), including any statutory

modification(s) or re-enactment(s) thereof for the time being in force, M/s. Dalal & Shah LLP, Chartered Accountants, Mumbai,

having ICAI Firm Registration No.102021W/W100110, who have offered themselves for re-appointment and have confirmed

their eligibility to be appointed as Auditors in terms of the provisions of Section 141 of the Act and the Rules, be and are hereby

re-appointed as Statutory Auditors of the Company for the financial year 2016-17 to hold office from the conclusion of this

Annual General Meeting until the conclusion of the next Annual General Meeting of the Company to be held in the financial year

2017-18 on such remuneration as may be mutually agreed upon by the Board of Directors and the Auditors.”

SPECIAL BUSINESS:

5. Appointment of Shri Anuj Poddar, as an Independent Director

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies

Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“the Rules”) and

Schedule IV to the Act, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, Shri Anuj

Poddar (DIN 01908009) who was appointed as an Additional Director of the Company by the Board of Directors at its meeting

held on 30 May 2016, pursuant to Section 161 of the Act and the Articles of Associations of the Company, and whose term of

office expires at this Annual General Meeting of the Company and in respect of whom the Company has received a notice in

writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Act proposing his candidature for

the office of Director and who has submitted a declaration that he meets the criteria for independence as provided in Section

149(6) of the Act, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (five)

consecutive years commencing from 30 May 2016.”

6. Appointment of Shri Siddharth Mehta, as an Independent Director

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies

Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“the Rules”) and

Schedule IV of the Act, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, Shri

Siddharth Mehta (DIN 03072352) who was appointed as an Additional Director of the Company by the Board of Directors at its

meeting held on 30 May 2016, pursuant to Section 161 of the Act and the Articles of Associations of the Company, and whose

term of office expires at this Annual General Meeting of the Company and in respect of whom the Company has received a

notice in writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Act proposing his

candidature for the office of Director and who has submitted a declaration that he meets the criteria for independence as

provided in Section 149(6) of the Act, be and is hereby appointed as an Independent Director of the Company to hold office for a

term of 5 (five) consecutive years commencing from 30 May 2016.”

7. Ratification of Remuneration to Cost Auditor

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act,

2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014 (“the Rules”) including any statutory modification(s) or re-

enactment(s) thereof for the time being in force, the remuneration payable to M/s. R. Nanabhoy & Co., Cost Accountants,

CIN: L31500MH1938PLC009887

Regd. Office: 45/47, Veer Nariman Road, Mumbai - 400 001

Tel: 022-2204 3780/3841, 6110 7800 Fax: 022-2285 1279

Website: www.bajajelectricals.com

Email: [email protected]

having Firm Registration No.00010, appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit

of the cost records of the Company for the financial year 2016-17, being ? 1,24,000/- (Rupees One Lac Twenty Four Thousand

only) plus service tax as applicable and re-imbursement of out-of-pocket expenses etc. incurred by them in connection with the

aforesaid audit, be and is hereby ratified and confirmed.”

“RESOLVED FURTHER THAT any of the Directors and the Company Secretary of the Company be and are hereby severally

authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A

MEMBER OF THE COMPANY.

THE PROXY FORM DULY COMPLETED AND SIGNED, SHOULD BE LODGED WITH THE COMPANY, AT ITS

REGISTERED OFFICE AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. A person can act as a proxy on behalf of the Members upto and not exceeding fifty in number and holding in the aggregate not

more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent

of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not

act as a proxy for any other Member.

3. During the period beginning 24 hours before the commencement of the meeting and ending with the conclusion of the meeting,

Members would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not

less than 3 days written notice is given to the Company.

4. Corporate Members intending to send their authorised representatives to attend the Annual General Meeting (AGM), pursuant

to Section 113 of the Companies Act, 2013 ("Act"), are requested to send to the Company, a certified copy of the relevant Board

Resolution/Power of Attorney together with the respective specimen signatures of those representative(s) authorised under the

said resolution to attend and vote on their behalf at the AGM .

5. Members, Proxies and Authorised Representatives are requested to bring to the Meeting, the attendance slips enclosed

herewith duly completed and signed mentioning therein details of their DP ID and Client ID/Folio No.

6. 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.

7. The relative explanatory statements, pursuant to Section 102(2) of the Act, in respect of the Special Business under Item Nos.5

to 7 are annexed hereto.

8. In respect of Resolutions at Item Nos.3, 5 & 6, a statement giving additional information of the Directors, who are being

appointed/re-appointed, is annexed hereto as per the requirements of Regulation 36 of the Securities and Exchange Board of

India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”).

9. Pursuant to the provisions of Section 139 of the Act and the Rules made thereunder & in terms of the approval given by the

members at the AGM of the Company held on 31 July 2014, the current auditors of the Company, M/s. Dalal & Shah LLP,

Chartered Accountants (earlier known as M/s. Dalal & Shah) are eligible to hold the office for a period of three years, upto FY

2016-17, subject to ratification by members at every subsequent AGM. The ratification of appointment of M/s. Dalal & Shah

LLP, Chartered Accountants as auditors from the conclusion of this AGM till the conclusion of the next AGM has been put up for

the approval of the members.

10. Pursuant to the provisions of Section 91 of the Act, the Register of Members and Share Transfer Books of the Company will

remain closed from Saturday, 30 July 2016 to Thursday, 04 August 2016 (both days inclusive) for the purpose of AGM.

11. SEBI LODR Regulations has mandated companies to credit the dividend electronically to the Members’ bank account.

Members who hold shares in dematerialised form should inform their Depository Participant (DP) as well as to the Company

and such Members holding shares in physical form should inform the Company, their Bank details viz. Bank Account Number,

Name of the Bank and Branch details and MICR Code. Those Members who have earlier provided the above information

should update the details, if required.

12. 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 dematerialised form are requested to inform their DP and

Members holding shares in physical form are requested to inform to the Company or Share Transfer Agent their PAN details

alongwith proof thereof.

13. Pursuant to the provisions of Sections 205A(5) and 205C of the Companies Act, 1956 (which are in force), the Company has

transferred on due date, the unpaid/unclaimed dividend in respect of the financial years upto 2007-08 to the Investor Education

and Protection Fund (IEPF) established by the Central Government.

As per the provisions of the Investor Education and Protection Fund (Uploading of Information regarding Unpaid and

Unclaimed amounts lying with companies) Rules, 2012, the Company has placed on its website www.bajajelectricals.com, the

information on dividends which remain with the Company unclaimed as on 06 August 2015 i.e. the date of the last AGM. The

information is also available on the website of the Ministry of Corporate Affairs www.mca.gov.in.

14. In terms of the provisions of Section 124 of the Act, the amount of dividend not encashed or claimed within 7 (seven) years from

the date of its transfer to the unpaid dividend account, will be transferred to IEPF established by the Government. Accordingly,

the unclaimed dividend in respect of FY 2008-09 is due for transfer to IEPF on 29 August 2016. In terms of the provisions of

Section 124 of the Act, no claim shall lie against the Company or IEPF after the said transfer.

15. Members, who have neither received nor encashed their dividend warrant(s) in respect of the financial years 2008-09 to 2015-

16, are requested to write to the Company, mentioning the relevant Folio number or DP ID and Client ID, for issuance of

duplicate/revalidated dividend warrant(s).

16. To avoid fraudulent transactions, the identity/signature of the Members holding shares in dematerialised form is verified with the

specimen signatures furnished by National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited

(CDSL) and that of Members holding shares in physical form is verified as per the records of the Registrar & Share Transfer

Agent of the Company. Members are requested to keep the same updated.

17. In terms of Sections 101 and 136 of the Act, read together with the Rules made thereunder, the listed companies may send the

notice of AGM and the Annual Report, including Financial Statements, Board Report, etc. by electronic mode. The Company is

accordingly forwarding soft copies of the above referred documents to all those Members who have registered their email

address with their respective DP or with the Registrar & Share Transfer Agent of the Company.

18. To receive shareholders’ communications through electronic means, including annual reports and notices, Members are

requested to kindly register/update their email address with their respective DP where shares are held in electronic form. If,

however, shares are held in physical form, Members are advised to register their e-mail address with the Registrar & Share

Transfer Agent on - [email protected].

19. All documents referred to in the notice and the explanatory statement are available for inspection by the Members at the

registered office of the Company on all working days (Monday to Friday) during business hours upto the date of the AGM.

20. The Company has been maintaining, inter-alia, the following statutory registers at its registered office, which are open for

inspection, on all working days during business hours, in terms of the applicable provisions of the Act by Members and others as

specified below:

i) Register of Contracts or arrangements in which directors are interested under Section 189 of the Act. The said register

shall also be produced at the commencement of the AGM of the Company and shall remain open and accessible during

the continuance of the meeting to any person having the right to attend the meeting.

ii) Register of Directors & Key Managerial Personnel and their shareholding under Section 170 of the Act. The said register

shall be kept open for inspection at the AGM of the Company and shall be made accessible to any person attending the

meeting.

21. Pursuant to Section 72 of the Act, Members holding shares in their single name are advised to make a nomination in respect of

their shareholding in the Company, in the prescribed Form SH-13. The nomination form can be downloaded from the

Company’s website. Members holding shares in physical form are advised to file their nomination with the Company’s Registrar

& Share Transfer Agent, whilst those Members holding shares in dematerialised form should file their nomination with their DP.

22. Equity shares of the Company are under compulsory demat trading by all investors. Considering the advantage of scripless

trading, members are encouraged to consider dematerialisation of their shareholding so as to avoid inconvenience in future.

23. Members/Proxies are requested to bring their copy of Annual Report to the meeting.

24. Please note that for security reasons, no article/baggage will be allowed at the venue of the meeting.

25. A Route Map showing directions to reach the venue of the 77th AGM is given at the end of this Notice as per the requirement of

the Secretarial Standards-2 on “General Meetings”.

26. Process and manner for voting through electronic means:

In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and

Administration) Rules, 2014 as amended from time to time and Sub-Regulations (1) & (2) of Regulation 44 of the SEBI LODR

Regulations, the Company is pleased to offer remote e-voting facilities to its Members in respect of the business to be

transacted at the 77th AGM of the Company. The Company has engaged the services of CDSL as authorised agency to provide

remote e-voting facility. It is clarified that it is not mandatory for a Member to vote using remote e-voting facility. In order to

facilitate those Members who do not wish to use the e-voting facility, the Company is enclosing Physical Ballot Form.

Resolutions passed by Members through e-voting or physical ballot forms are deemed to have been passed as if they have

been passed at the AGM.

In terms of requirements of the Act and the relevant Rules, the Company has fixed Friday, 29 July 2016 as the ‘Cut-off Date’. The

remote e-voting/voting rights of the Members/Beneficial Owners shall be reckoned on the equity shares held by them as on the

Cut-off Date i.e. 29 July 2016 only.

The instructions for shareholders voting electronically are as under:

(i) The remote e-voting period begins on Monday, 01 August 2016 at 10.00 a.m. (IST) and ends on Wednesday, 03 August

2016 at 05.00 p.m. (IST). During this period, Members of the Company, holding shares either in physical form or in

dematerialised form, as on the Cut-off Date i.e. on 29 July 2016 may cast their votes electronically. The remote e-voting

module shall be disabled by CDSL for voting after 5.00 p.m. (IST) on 03 August 2016.

(ii) Members who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on “Shareholders” tab.

(v) Now Enter your User ID

a For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any

company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for

both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are

requested to use the first two letters of their name and the 8 digits of the sequence number

in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s

before the number after the first two characters of the name in CAPITAL letters. Eg. If your

name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN

field.

Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in DD/MM/YYYY format) as recorded in

OR Date of Birth (DOB) your demat account or in the Company records in order to login.

• If both the details are not recorded with the depository or Company, please enter the

member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then reach directly the company selection screen.

However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to

mandatorily enter their login password in the new password field. Kindly note that this password can also be used by the

demat holders for voting on resolutions of any other company on which they are eligible to vote, provided that such

company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other

person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolution contained in this

Notice.

(xii) Click on Electronic Voting Sequence Number (EVSN) - 160607008 for BAJAJ ELECTRICALS LIMITED. This will take you

to the voting page.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same, the option “YES / NO” for voting.

Select the option “YES” or “NO” as desired. The option “YES” implies that you assent to the Resolution and option “NO”

implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK”, if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote, click on “SUBMIT”. A confirmation box will be displayed. If you wish

to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the voting page.

(xviii)If Demat account holder has forgotten the changed password then enter the User ID, Image Verification Code and click on

Forgot Password & enter the details as prompted by the system.

(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for Android based mobiles.

The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download

the app from the App Store and the Windows Phone Store respectively on or after 30 June 2016. Please follow the

instructions as prompted by the mobile app while voting through your mobile.

(xx) Note for Non–Individual Shareholders and Custodians:

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to

www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected].

• After receiving the login details a compliance user should be created using the admin login and password. The

compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would

be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the

Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”)

and e-voting manual available at www.evotingindia.com under help section or write an email to

[email protected].

27. Voting facility at AGM:

In addition to the remote e-voting facility as described above, the Company shall make a voting facility available at the venue of

the AGM, by way of ballot paper. Members may participate in the AGM even after exercising right to vote through remote e-

voting as above but shall not be allowed to vote again at the meeting. Only such members attending the meeting who have not

already cast their votes by remote e-voting shall be able to exercise their right to vote at the meeting.

28. M/s. Anant B. Khamankar & Co., Practicing Company Secretaries, (Membership No. FCS:3198; CP No.:1860) having address

at B-510, Neelkanth Business Park, Nathani Road, Vidyavihar (West), Mumbai 400 086, have been appointed as the

Scrutinizer to scrutinize the e-voting process and voting at the venue of the AGM in a fair and transparent manner. Scrutinizer’s

email id is [email protected].

29. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the meeting, thereafter

unlock the votes through remote e-voting in the presence of at least two (2) witnesses, not in the employment of the Company

and make, not later than three (3) days from the conclusion of the meeting, a consolidated Scrutinizer’s Report of the total votes

cast in favour or against, if any, to the Chairman of the Company, who shall countersign the same.

30. The Scrutinizer shall submit his report to the Chairman, who shall declare the result of the voting. The results declared along

with the Scrutinizer’s Report shall be placed on the Company’s website: www.bajajelectricals.com and on the website of CDSL

within two (2) days of passing of the resolutions at the AGM of the Company and shall also be communicated to the stock

exchanges. The resolutions shall be deemed to be passed at the AGM of the Company scheduled to be held on Thursday,

04 August 2016.

By Order of the Board of Directors

For Bajaj Electricals Limited

Mangesh Patil

Mumbai, 30 May 2016 Vice President – Legal & Company Secretary

FCS No.: 4752

Registered Office:

45/47, Veer Nariman Road,

Mumbai - 400 001

A request for Registration / Updating of Email IDs and Bank Details

Members are requested to support the “Green Initiative” by registering their Email address with the Company, if not already done.

Those Members who have changed their Email IDs are requested to register their new Email ID with the Company in case the

shares are held in physical form and with the Depository Participant where shares are held in Demat mode.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to maintain

bank details of its Members for the purpose of payment of dividend, etc. Members are requested to register/update their bank

details with the Company in case shares are held in physical form and with their Depository Participants as well as the Company

where shares are held in dematerialised mode, to enable expeditious credit of the dividend to their bank accounts electronically

through National Automated Clearing House (NACH)/National Electronic Clearing Service (NECS).

EXPLANATORY STATEMENTS

The following Explanatory Statements, as required under Section 102(2) of the Companies Act, 2013, set out all material facts

relating to the business at Item Nos. 5 to 7 of the accompanying Notice dated 30 May 2016:

Item No. 5

The Board of Directors on the recommendation of the Nomination & Remuneration Committee appointed Shri Anuj Poddar, as an

Additional Director of the Company with effect from 30 May 2016 in the category of a Non-Executive Independent Director. In

accordance with Section 161 of the Companies Act, 2013, Shri Anuj Poddar holds office upto the date of the forthcoming Annual

General Meeting and is eligible for appointment as a Director of the Company in the category of Non-Executive Independent Director.

The Company has received a notice under Section 160 of the Companies Act, 2013 from a Member along with the requisite deposit

signifying his intention to propose the candidature of Shri Anuj Poddar as a Director of the Company. The notice is available for

inspection by the Members of the Company at the Registered Office during business hours on any working day upto the date of the

Annual General Meeting.

Shri Anuj Poddar, aged 41 years, is Executive Vice President in Viacom18. In his over-decade long stint with the said company he

has a string of accomplishments. Shri Anuj Poddar spearheaded the formation of Viacom18, its foray into mass entertainment with

Colors and architected its very successful journey of becoming one of India’s leading media and entertainment conglomerates. He

also set-up the company’s operations in USA and UK, led the acquisition of the Indian Film Company leading to the set-up of

Viacom18 Motion Pictures and has led strategy for MTV Networks Asia. Currently he is engaged in successfully repositioning and

redefining the scale of the regional entertainment space in India.

Prior to joining Viacom18, he has had over a decade of myriad professional experience in strategy consulting, mergers & acquisitions

advisory and assurance with Arthur Andersen and KPMG, besides running his own entrepreneurial ventures. In all his pursuits, he

brings to fore a unique blend of business acumen, diverse experience and deep insight into human and consumer behavior that

enable him to build and run strong successful businesses.

He is a Fellow of the Inaugural Class of Aspen Institute’s India Leadership Initiative and member of Aspen Global Leadership

Network, Chair of the ILI Programs Committee at Ananta Aspen Centre, a member of BMW Foundation's World Young Leaders’

Forum and has been on the Governing Council of CII-Young Indians. He has schooled in Mumbai, India and Michigan, USA and is a

rank-holding Chartered Accountant. Anuj lives with his family in Mumbai, India.

The Board of Directors commend the Ordinary Resolution set out at Item No.5 of the accompanying Notice for the approval of the

Members.

None of the Directors or Key Managerial Personnel of the Company and their relatives except Shri Anuj Poddar, are in any way

concerned or interested in the Resolution.

Item No. 6

The Board of Directors on the recommendation of the Nomination & Remuneration Committee appointed Shri Siddharth Mehta as an

Additional Director of the Company with effect from 30 May 2016 in the category of a Non-Executive Independent Director. In

accordance with Section 161 of the Companies Act, 2013, Shri Siddharth Mehta holds office upto the date of the forthcoming Annual

General Meeting and is eligible for appointment as a Director of the Company in the category of Non-Executive Independent

Director. The Company has received a notice under Section 160 of the Companies Act, 2013 from a Member along with the requisite

deposit signifying his intention to propose the candidature of Shri Siddharth Mehta as a Director of the Company. The notice is

available for inspection by the Members of the Company at the Registered Office during business hours on any working day upto the

date of the Annual General Meeting.

Shri Siddharth Mehta, aged 38 years, is the Managing Partner of Mehta & Padamsey, a Mumbai-based law firm. He focuses on

growth, strategy, markets, regulatory and dispute resolution for businesses with an emphasis on cross-border transactions. Prior to

moving back to Mumbai, he has worked extensively at international law firms in New York, San Francisco, Silicon Valley, London &

Singapore.

Shri Siddharth Mehta has provided corporate counseling & legal assistance to Fortune 500 companies, industry organisations,

NGOs & governmental organisations on a variety of matters, including the structuring country-specific entry strategies & investment

opportunities, strategic initiatives, fund raising, strategies for dispute resolution & in negotiating on behalf of our clients on a variety of

issues.

The Board of Directors commend the Ordinary Resolution set out at Item No.6 of the accompanying Notice for the approval of the

Members.

None of the Directors or Key Managerial Personnel of the Company and their relatives except Shri Siddharth Mehta, are in any way

concerned or interested in the Resolution.

Item No. 7

The Company is required to have its cost records audited by a Cost Accountant in practice. Accordingly, the Board of Directors, at its

meeting held on 30 May 2016, on recommendation of the Audit Committee, approved the appointment and remuneration of M/s. R.

Nanabhoy & Co., Cost Accountants (Firm Registration No. 00010), to conduct the audit of the cost records of the Company for FY

2016-17 at a remuneration of ? 1,24,000/- plus service tax as applicable and reimbursement of out-of pocket expenses incurred by

the Cost Auditors in connection with the said audit.

In terms of provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules,

2014, the remuneration payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, the

Members are requested to pass an Ordinary Resolution as set out in Item No.7 of the Notice for ratification of the payment of

remuneration to the Cost Auditors for FY 2016-17.

The Board of Directors commend the Ordinary Resolution set out at Item No.7 of the accompanying Notice for the approval of the

Members.

None of the Directors or Key Managerial Personnel of the Company and their relatives, are in any way concerned or interested in the

Resolution.

By Order of the Board of Directors

For Bajaj Electricals Limited

Mangesh Patil

Mumbai, 30 May 2016 Vice President – Legal & Company Secretary

FCS No.: 4752

Registered Office:

45/47, Veer Nariman Road,

Mumbai - 400 001

ANNEXURE TO ITEM NOS. 3, 5 AND 6 OF THE NOTICE

Details of Directors seeking re-appointment / appointment at the forthcoming Annual General Meeting, in pursuance of Regulation

36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Name of Director Anant Bajaj Anuj Poddar Siddharth Mehta

Director Identification Number (DIN) 00089460 01908009 03072352

Date of Birth 18 May 1977 15 July 1974 16 March 1978

Nationality Indian Indian Indian

Date of Appointment on Board 01 February 2006 30 May 2016 30 May 2016

Qualification

Functional Expertise & Experience

Appointment / Reappointment

No. (%) of Shares held in the

Company

List of Directorship held in other

Companies (excluding foreign,

private and Section 8 Companies)

Membership / Chairmanships of

Audit and Stakeholders’

Relationship Committees across

all Public companies including the

Company

Disclosure of relationships

between directors inter-se

B.Com, PGD in Family

Managed Businesses

(PGDFMB) from S.P. Jain

Institute of Management &

Research, Mumbai.

Business Strategy, Product

Development & Branding.

Associated with the

Company for over 18

years and presently

looking after two core

business verticals of the

Company viz. (i)

Consumer Products

Business (B2C)

(Appliances, Fans, CSD,

Lighting & Morphy

Richards); and (ii)

Luminaires and EPC

Business (B2B).

Re-appointment on

retirement by rotation

4531823 (4.49 %)

1. Hind Lamps Limited

2. Starlite Lighting Limited

Son of Shri Shekhar Bajaj,

CMD and nephew of Shri

Madhur Bajaj, Director of

the Company.

B.Com,

Accountant (rank-holder)

Presently Executive Vice

President in Viacom18.

Strong experience in

media, brands and

consumer business.

He has decade long

experience in Business

strategy consulting, M&A,

advisory and assurance

with Arthur Andersen and

KPMG.

Fellow and member of

Aspen Global Leadership

Network, Chair of the ILI

Programs Committee at

Ananta Aspen Centre, a

Member of BMW

Foundation's World

Responsible Leaders

Forum.

Appointment

NIL

Chartered

Post Graduate in Law

(LLM) from Columbia

University School of Law,

New York

Managing Partner of

Mehta & Padamsey, a

Mumbai-based law firm.

Focuses on growth,

strategy, markets,

regulatory and dispute

resolution for businesses

with an emphasis on

cross-border transactions.

Work with international law

firms in New York, San

Francisco, Silicon Valley,

London & Singapore.

Provided corporate

counseling & legal

assistance to Fortune 500

companies, industry

organisations, NGOs &

governmental

organisations on a variety

of matters, including

structuring country-specific

entry strategies &

investment opportunities,

strategic initiatives, fund

raising, strategies for

dispute resolution &

negotiations on a variety of

issues.

Appointment

NIL

1. TCI Industries Limited

NIL

None of the above Directors seeking re-appointment / appointment at the forthcoming Annual General Meeting are disqualified from

being appointed as a Director in terms of Section 164 of the Companies Act, 2013.

Venue:

Walchand Hirachand Hall,

4th Floor, Indian Merchants' Chamber,

IMC Marg, Churchgate,

Mumbai 400 020

Landmark: Opposite Churchgate Station

Distance from Churchgate Station: 20 feet

Distance from Chhatrapati Shivaji Terminus: 1.2 KMs

MAP SHOWING LOCATION OF THE VENUE OF 77 ANNUAL GENERAL MEETING OF BAJAJ ELECTRICALS LIMITED

Cross Maidan

Garden

Brabourne Stadium

Gaylord

The Ambassador,

Mumbai

Jai Hind College

Govt. Low College

Sydenham College of

Commerce & Economics

Churchgate

State Bank of

India

Thomas Cook India

Hutatma

Chowk

V Nor

th R

oad

V Nor

th R

oad

V North Road

Marine Drive

Netaji Subhash Chandra Bose Rd

Vitthaldas Thackersey Marg

Maharshi Karve Road

IMC Marg

Flora Fountain

Dr Dadabhai Naoroji Road

Chaphekar

Chowk

Walchand

Hirachand

Hall

Pizza By The Bay

A Rd

B Rd

DIRECTORS' REPORT & MANAGEMENT DISCUSSION

AND ANALYSIS

Dear Members,

Your Directors take pleasure in presenting the 77th Annual

Report together with the audited financial statements for the

financial year ended 31 March 2016. The Management

Discussion and Analysis has also been incorporated into this

report.

Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,

2015

The Securities and Exchange Board of India (SEBI) vide its

Notification No.SEBI/LAD-NRO/GN/2015-16/013 dated 02

September 2015 notified the Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (“SEBI LODR Regulations”), applicable

with effect from 01 December 2015. This Report therefore

states compliance as per the requirement of the Companies

Act, 2013 (“the Act”), SEBI LODR Regulations and other rules

& regulations as applicable to the Company.

Financial Results

The highlights of the Standalone Financial Results are as

under:

(Amount: ? in crore, except for EPS)

Particulars FY 2015-16 FY 2014-15

Revenue from Operations & Other Income 4,634.80 4,286.80

Gross Profit before Finance Cost and Depreciation 282.23 112.64

Less: Finance Cost 101.40 104.43

Less: Depreciation 27.24 29.03

Profit/(Loss) before Taxes 153.59 (20.82)

Less: Provision for Taxation 57.98 (6.87)

Profit/(Loss) after Tax 95.60 (13.95)

Add: Balance in Profit & Loss Account 1.50 8.69

Add : Transferred from General Reserve - 25.00

Balance available for appropriation 97.10 19.74

Appropriations

(i) Interim Equity Dividend 28.27 -

(ii) Final Equity Dividend - 15.11

(iii) Tax on Equity Dividend 5.75 3.08

(iv) Transferred to General Reserve 30.00 -

(v) Dividend paid on exercise of Stock Options

along with Dividend Distribution Tax 0.01 0.05

Closing Balance 33.07 1.50

Earnings per share (?) Basic 9.48 (1.39)

Earnings per share (?) Diluted 9.46 (1.39)

The highlights of the Consolidated Financial Results are

as under:

(Amount: ? in crore, except for EPS)

Particulars FY 2015-16 *FY 2014-15

Revenue from Operations & Other Income 4,634.80 -

Profit before Taxes 153.58 -

Profit/(Loss) from associates after Taxes (0.15) -

Profit for the year 95.45 -

Earnings per share (?) Basic 9.46 -

Earnings per share (?) Diluted 9.45 -

* This being the first year Consolidated Financial Statements are

drawn up, the previous year's comparative figures have not been

presented.

Overview of Company’s Standalone Financial

Performance

The overall performance of the Company for the year 2015-16

has been satisfactory with turnaround of EPC business.

• The gross turnover and other income achieved for the

year ended 31 March 2016 was ? 4,634.80 crore, a growth

of 8.12% over the previous year.

• PBDIT increased by 150.55% from ? 112.64 crore to

? 282.22 crore.

• Interest cost at ? 101.40 crore was lower by 2.90%.

• Net Profit was at ? 95.60 crore as against loss of ? 13.95

crore in the previous year.

• Basic Earnings Per Share (EPS) for the year was ? 9.48

Dividend

The Board, in its meeting held on 10 March 2016, declared an

interim dividend for FY 2015-16 of ? 2.80 per share on

10,09,48,976 equity shares of ? 2 each as compared to final

dividend of ? 1.50 per share for the previous year. The amount

of dividend and the tax thereon aggregate to ? 34.02 crore

(previous year ? 18.20 crore). Your Directors recommend that

the interim dividend should be treated as the final dividend for

FY 2015-16.

Transfer to Reserves

The Company proposes to transfer an amount of ? 30.00 crore

to General Reserves. An amount of ? 33.07 crore is proposed

to be retained in the statement of Profit and Loss.

Share Capital

The paid up Equity Share Capital of the Company as on 31

March 2016 was ? 20.19 crore. There was no public issue,

rights issue, bonus issue, preferential issue, etc. made by the

Company during the year. The Company has not issued

shares with differential voting rights. The increase in number

of shares is due to the issue of 1,86,550 equity shares of ? 2

each to the employees upon their exercise of stock options.

These shares were included, on weighted average basis, for

the computation of EPS.

No disclosure is required under Section 67(3)(c) of the Act, in

respect of voting rights not exercised directly by the

employees of the Company as the provisions of the said

Section are not applicable.

Financial Liquidity

The Company’s cash and cash equivalent as at 31 March

2016 was ? 4,657.94 lacs. The Company continues to focus

on judicious management of its working capital. Receivables,

inventories and other working capital parameters were kept

under strict check through continuous monitoring.

Credit Rating

The below table depicts Company’s credit ratings profile in a

nutshell:

Instrument Rating Agency Rating Outlook

Non-Convertible

Debenture (NCD) ICRA Limited (pronounced ICRA A)

Commercial Paper ICRA Limited [ICRA] A1

(CP) (pronounced ICRA A one)

Line of Credit ICRA Limited Short Term Rating - [ICRA] A1

(LOC) (pronounced ICRA A one)

Positive

Long Term Rating - [ICRA] A

(pronounced ICRA A)

Deposits

The Company has not accepted deposits from the public

falling within the ambit of Section 73 of the Act and the Rules

framed thereunder.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under

the provisions of Section 186 of the Act are given in the notes

to the financial statements annexed to the Report.

One third of 1,00,00,000 - 9% Non-Convertible Cumulative

Redeemable Preference Shares of ? 10 each of Starlite

Lighting Limited, are due for redemption in FY 2016-17 and

hence they have been shown under the head ‘Current

Investments’.

Non-Convertible Debentures

During FY 2013-14, the Company had issued 1000 Secured

Rated Listed Redeemable Non-Convertible Debentures

(NCDs) of ? 10,00,000/- each, aggregating to ? 100.00 crore,

on private placement basis, in two series, Series – 1 of 400

NCDs & Series – 2 of 600 NCDs, which are listed on National

Stock Exchange of India Limited (NSE) under ISIN

‘INE193E07014’ and ‘INE193E07022’, respectively. Out of

the said NCDs, Series – 1 NCDs were redeemed on 28 April

2016, the due date of their redemption.

Axis Trustee Services Limited is the Debenture Trustee for the

Debentureholders, whose details are provided in the

Corporate Governance section of the Annual Report. Further,

pursuant to Regulation 53 of the SEBI LODR Regulations,

disclosures in compliance with the Accounting Standard on

“Related Party Disclosures” are given in the notes to the

financial statements annexed to this Report.

Employees Stock Option Scheme

The Company implemented the Employees Stock Option

Scheme (“Scheme”) in accordance with the Securities and

Exchange Board of India (Share Based Employee Benefits)

Regulations, 2014 (‘the SEBI SBEB Regulations’) as a

measure to reward and motivate employees as also to attract

and retain the talent. Details of the shares issued under the

Scheme, as also the disclosures in compliance with

Regulation 14 of the SEBI SBEB Regulations, are set out

herewith in the Annexure ‘A’ to this Report. No employee has

been issued stock options, during the year, equal to or

exceeding 1% of the issued capital of the Company at the time

of grant.

[ICRA] A

Positive

During the year under review, 6,17,500 Stock Options were

granted to the eligible employees at the market price

prevailing on National Stock Exchange of India Ltd. (NSE) as

on the date of their grant. The issuance of equity shares

pursuant to exercise of Stock Options granted under Growth

Plan does not affect the profit and loss account of the

Company, as the exercise is made at the market price

prevailing as on the date of the grant plus taxes as applicable.

The Company has received a certificate from the Auditors of

the Company that the Scheme has been implemented in

accordance with the SEBI SBEB Regulations and the

resolutions passed by the shareholders. The certificate would

be placed at the Annual General Meeting for the inspection by

the Members.

Scheme of Arrangement for demerger of Manufacturing

Business of Hind Lamps Limited into the Company

During the year under review, the Board of Directors of the

Company (“Company”/“Transferee Company”) has approved

the proposal for demerger of manufacturing business of Hind

Lamps Limited (“HLL”/“Transferor Company”) into the

Company, pursuant to a Scheme of Arrangement (“Scheme”).

The Transferor Company is an unlisted company incorporated

on 30 April 1951 having its registered office & manufacturing

unit located at Shikohabad, Dist. Firozabad, Uttar Pradesh

and HID Lamps manufacturing unit located at Parwanoo,

Himachal Pradesh. The Transferor Company is engaged in

the business of manufacturing of glass bulbs, HID bulbs and

aluminium caps and has been declared as a sick industrial

company within the meaning of Section 3(1)(o) of the Sick

Industrial Companies (Special Provisions) Act, 1985 (“SICA”)

by the Board for Industrial and Financial Reconstruction

(“BIFR”).

Shri Shekhar Bajaj, Chairman & Managing Director and Shri

Anant Bajaj, Joint Managing Director of the Company are also

the Directors in HLL.

Rationale and Object of the Scheme:

HLL, amongst others, has been Company’s vendor for last

several years and supplying products under Company's

brand. The Company, being a leading player in the business of

lighting & consumer durables business for over 75 years, has

management expertise and quality system & controls,

whereas HLL has a manufacturing capabilities and required

infrastructure.

The Board of Directors of the Company is of the view that the

proposed Scheme would inter-alia have the following benefits:

i. The transfer and vesting of the manufacturing business of

HLL into the Company will enable both the companies to

achieve and fulfill their objectives more efficiently and

economically and the same is also in the interest of all the

stakeholders.

ii. The Company’s existing management expertise and

quality system & controls will facilitate revival of the

manufacturing business of HLL upon its consolidation into

the Company.

Salient features of the Scheme:

a. The entire manufacturing business of HLL together with all

its assets and liabilities will be transferred to the Company

on a going concern basis.

b. The Scheme shall be deemed to be effective from the

Appointed Date i.e. 31 March 2014, but shall be operative

from the Effective Date.

c. Pursuant to the Scheme, the shareholders of HLL will be

issued 5,29,740 fully paid-up equity shares of the

Company of the face value of ? 2 each, except to the

Company itself, in consideration for the demerger in

compliance with the provisions of Section 2(19AA) of the

Income Tax Act, 1961.

d. The equity shares to be so issued to the shareholders of

HLL have been determined based on the Share

Entitlement Ratio of 109 equity shares of the Company of

the face value of ? 2 each for 1000 equity shares of HLL of

the face value of ? 25 each, as recommended by S.R.

Batliboi & Co. LLP, Chartered Accountants, Mumbai and

the same will be issued on the record date.

e. Fairness opinion has been given by SPA Capital Advisors

Limited.

f. The Audit Committee and the Board of Directors of the

Company have approved the Scheme, Valuation Report

and the Fairness Opinion.

g. Upon the Scheme becoming effective, the shareholding of

the Promoters in the Company would increase to 63.80%

from the existing shareholding of 63.61%.

h. HLL will retain the remaining business which includes all

the undertakings, businesses, activities (including trading

activities and support services to other undertakings),

employees and operations other than that of the

manufacturing business.

i. The Scheme would be effective upon receipt of all

requisite approvals including from the Shareholders,

Creditors, BIFR or such other appropriate authorities and

filling the certified copies of the order of BIFR with the

Registrar of Companies.

j. Subject to the regulatory approvals, the proposed

transaction is expected to be completed in a period of

about 12 months.

Operations

Engineering & Projects Business

• Transmission Line Towers (TLT)

TLT BU has performed well in FY 2015-16 in terms of

margins, though the top line has not grown as expected in

comparison with the previous year. The increase in the

services related revenue by about 70% has resulted in

excellent collection of dues against sales. The new orders

intake for the year was ? 400 crore.

During the year under reporting, due to release of fewer

transmission line orders by the central power utility

companies and availability of huge idle capacities with the

manufacturers, many of the manufacturers compromised

with the margins while picking up the fresh orders.

However, your Company was selective in picking up the

orders to ensure coverage of the fixed costs and

protection of margins.

Major achievements of TLT BU for FY 2015-16 are:

i. Completed and commissioned 2 sub-stations of 132

kV along with connected transmission lines and bays

at Mungoli and Gohad for MPPTCL;

ii. Bagged order for 220 kV sub-station along with

connected transmission line and bay at Mittemari in

Karnataka from KPTCL;

iii. Successfully completed and commissioned 187 KM

long 765 kV D/C Kudgi Kolhapur Transmission line for

PGCIL;

iv. Successfully completed and commissioned re-

conductoring of Neyveli TS-I to TS-II expansion 400

kV link with HTLS conductor along with LILO of 2nd

circuit of Neyveli-Trichy 400 kV D/C line at

Nagapatnam Pooling Station;

v. Bagged 2 packages of 765 kV D/C Warora Parli

transmission line from PGCIL; and

vi. Completed Pile Foundations at 15 tower locations for

132 kV transmission lines of BSPTCL with design,

engineering and construction in record time of 6

months.

In consideration of increase in the share of investment of

private utilities in transmission sector, new EPC business

models are expected to be evolved in future. EPC players

who will be able to provide one stop solution for the

transmission sector, with sustained quality and

completion of job in the given timelines will have

competitive edge. Keeping this in mind, your Company is

focusing on developing capabilities in other related

business areas like usage of monopoles for transmission

lines, construction of EHV sub-stations and laying of

underground EHV cables, besides conventional

transmission lines business. Further, to improve margins,

the Company has decided to set its foot prints in overseas

EPC transmission sector.

• Power Distribution (PD) Business Unit

The performance of PD Business Unit for FY 2015-16 was

satisfactory, as it achieved a turnover of ? 917 crore with a

growth of 35% over the previous year. Considering the

unexecuted order book of ? 2,474 crore in hand at the

beginning of the financial year, the Business unit was

conservative in acquiring fresh orders and acquired

orders worth ? 120 crore, including the prestigious orders

of Feeder Separation Project by Madhya Pradesh Poorva

Kshetra Vidyut Vitaran Company Limited (MPPKVVCL) at

Rewa District and Madhya Pradesh Madhya Kshetra

Vidyut Vitaran Company Limited (MPMKVVCL) at Guna

District, to close the year-end order book at ? 1,677 crore.

During the year, the focus of this BU was on to improve

project execution capabilities and efficient supply chain

management and in order to achieve this, the BU took

strong strides in implementing TOC as a methodology.

This has resulted in increase in the speed of project

execution substantially, which has been appreciated by

the customers. Due to major improvement in the project

execution capabilities, the outlook of the BU for the

coming years is positive.

For FY 2016-17, the focus of this BU will be on keeping the

working capital under control while achieving the topline

growth.

• Illumination

Illumination BU ended the year with a sales turnover of

? 332 crore with a year-on-year increase of close to 10%

despite an almost flat infrastructure growth market and

achieved 8% reduction in the total outstanding resulting in

a better utilisation of working capital.

The year saw the acquisition and successful

commissioning of many notable orders including ? 72

crore EESL order for retrofitting over 86,000 LED

Streetlights in Delhi with remote management; ? 35 crore

order for 611 Nos. Highmasts with floodlights for a

Nigerian refinery and the floodlighting of the iconic Mohun

Bagan football stadium in Kolkata. The BU is also

executing ? 50 crore order for LED streetlights and poles

with controls based on the Internet of Things (IoT) in Uttar

Pradesh which is a first of its kind for a National Highway.

During the year, the Siddeshwar temple in Solapur,

Dakshineshwar temple in Kolkata and Chatrapati Shivaji

Terminus building of Central Railways were illuminated.

The Lighting of the Chatrapati Shivaji Terminus building

has become Mumbai's landmark visual. The tallest Flag

Mast in the country with a height of 82 metres is being

installed by the BU at Raipur to join the legion of flag masts

installed by the Company. The BU is also installing LED

floodlights on High Masts & Poles on the international

border at Jammu under the most difficult working

conditions.

During the year, the Company made significant progress

towards stabilizing Leap Ahead initiatives in all facets of

EPC business. These initiatives channelize activities of

business viz. tendering, engineering & design, sales,

supply chain, manufacturing and logistics towards faster

completion of project execution. This has resulted in

closure and handing over of some of the projects to the

customers before time, resulting in improving in working

capital turns.

Consumer Durables

• Domestic & Kitchen Appliances

The Company has a wide range of domestic and kitchen

appliances comprising of Water Heaters, Room Heaters,

Coolers, Irons, Mixers, Induction Cookers, Toasters,

Kettles, OTG, Microwave, Rice Cookers, Gas stoves, Non

electrical kitchen aids & Pressure Cookers and is a

dominant player in small appliances segment in India. The

Company enjoys leadership positions in the industry for

the product categories such as Mixers, Toasters, Water

Heaters, Room Heaters, Coolers and Irons, whereas

categories like Gas stoves, OTG & Microwaves are

growing significantly year-on-year.

During the year under reporting, domestic appliances sale

was ? 524 crore, whereas kitchen appliances sales was

? 638 crore.

The sale of appliances was impacted due to sluggish

mark et condit ions, gr owin g c ompet ition an d

implementation of Range and Reach Expansion

Programme (RREP) across the country. However, the

implementation of RREP across the country will help the

BU in controlling the inventory at all levels and improving

margins.

• Fans

Fans BU has a modern assortment of ceiling, table,

pedestal, wall, fresh air and industrial fans manufactured

at plants in India and abroad that have ISO 9001/9002

quality certifications. The BU is also involved in marketing

self-priming, centrifugal & submersible pumps.

Due to sluggish market conditions, gro wing

competitiveness, dominance of newer channels like

e-commerce, the market remained price sensitive leading

to drop in sales vis-a-vis the previous year. However, the

BU has been able to maintain profitability and market

share.

During FY 2015-16, the BU has achieved a sales turnover

of ? 639 crore. Robust distribution, launch of new models

in premium range, better product mix and disciplined

maintenance of market operating price has resulted in

improvement of margins. The BU’s focus for FY 2015-16

continued on implementation of RREP. The CSD channel

continued on its growth path by delivering 11% growth

over the previous year.

Chakan Unit:

The production at this Unit showed increase during the

year under review with the production of 6,00,934

numbers of fans as against 4,57,436 numbers of fans in

the previous year. This Unit has been developed to cater to

the demand of export market.

Lighting

• Luminaires

Luminaires BU design and market total lighting solution to

all key market segments covering commercial lighting,

industrial lighting, street lighting and area lighting. The BU

is certified ISO 9000 while most of the products are

manufactured in plants conforming to ISO 9000:2000 and

select plants are certified for ISO 14001 which sets out the

criteria for environmental management.

With lighting industry moving to LED technology big time,

the BU has designed and developed high end LED

Luminaires to suit to wide variety of applications ranging

from office lighting, retail lighting, power plants,

manufacturing industry, warehouses, street lighting, area

lighting and city beautification. The BU is working to offer

energy efficient, value for money and environment friendly

lighting solutions to the customers under one roof.

For FY 2015-16 the BU achieved a turnover of ? 460 crore

with a growth of 15% in a relatively tough business

environment. The BU continues to maintain its dominant

position in the Indian Luminaires market.

The demand for LED Luminaires is gaining momentum

with tremendous push from the Government and hence,

the BU has focused on the development of LED

luminaires. Other than the government and local bodies,

the BU has serviced private corporates including Asian

Paints, Accenture, Capgemini and Godrej.

Creating Smart Cities is one of the major agenda of the

Central Government and the BU has taken the challenge

to provide high end lighting and smart solutions to such

cities. The beginning has already been done by the

Company by signing an agreement for developing &

launching City Infrastructure Management for Intelligent

Public Street Lighting Solution and commissioning of pilot

installations with satisfactory results.

With thrust to harness renewable energy, the BU has

launched solar solutions under brand “Sunsoko” for street

lighting, power packs, roof top panels, hand pumps and

semi high masts. The Company’s solar product has

received an award “Outstanding contribution towards

development of roof top solar industry” during Indian Roof-

top Solar Summit 2016 held in January, 2016 at New

Delhi.

The BU also offers a range of sophisticated Integrated

Building Management Solutions (IBMS) in creating smart

and efficient buildings. The Company was awarded the

“Best Company in Integrated Building Management

Solutions” at the Hospital Management Conference 2015

by a jury consisting of the NHBA panel, UBM Medica,

CMIS and Hospital Associations. The Company has

contracts with Securiton from Switzerland, Delta Controls

from Canada and Vivotek from Taiwan for IBMS systems.

During FY 2015-16, the BU has made a significant

progress in stabilizing Leap Ahead initiative in supply

chain of luminaires, which has resulted in timely

availability of material against confirmed orders and

increase in sales.

• Lighting

The Lighting BU makes a wide range of conventional light

sources, LED based lighting products, Domestic

Luminaires, HID Lamps, Torches and Lanterns. The light

sources includes General Lighting Service (GLS) Lamps,

Fluorescent Tube Lights (FTL), Compact Fluorescent

Lamps (CFL) and special purpose lamps. In line with the

emerging trend from all segments of the distribution set

up, the BU made concentrated efforts in developing LED

based products by launching LED Bulbs, Panel Lights,

Down Lighters, portable lanterns and torches. The

competition is very intense on the LED business with

various segments vying for market share.

A strong distribution network exists for marketing these

products both in urban and rural areas and the special

focus is on rural penetration.

The manufacturing of GLS and FTL Lamps is undertaken

at Company’s Kosi Unit and Hind Lamps Limited’s

Shikohabad Unit, whereas CFL Lamps and LED Lamps

are manufacture by Starlite Lighting Limited at its Nashik

plants.

During FY 2015-16, the Lighting BU has achieved a

turnover of ? 615 crore with growth of 20%. The growth is

mainly because of steep increase in LED turnover to ? 112

crore from ? 18 crore for last year, which includes sales of

? 61 crore to EESL.

Considering the shift in demand for LED products, the BU

has introduced good future ready LED products. With fast

growing trade business of LED products and LED Bulb

orders from EESL, the LED lights business will be the front

runner for the Lighting business in the coming years.

The BU has continued on the path of RREP to spread its

reach and range to a much higher level, the benefits of

which will start accruing now onwards. The BU with its

improved distribution network, wide product range and

efficient sourcing strategies is poised for a better than the

industry growth in the coming years.

The Company has consolidated quality function with an

objective to give a thrust on improvement of product

quality and manufacturing processes.

Supply Chain Management

In the year 2013, Supply Chain Management (SCM) was

identified as a function to develop core competencies and

bring competitive edge to the business. The Company’s

management took a decision to integrate the SCM of all

separate verticals of Consumer Products into one integrated

SCM. The objective was to create a group which could

standardize process, focus on consistent quality while getting

the muscle power of aggregated purchase. The entire group

was galvanized into one body to relentlessly push the agenda

of improving “availability of products for sale at lower

inventories”. The main tenets of this strategy was to improve

“supplier relation with joint planning” and “rationalisation of

product costing”. Last two years saw a steady improvement in

both these parameters. In the year 2015-16 SCM was truly

established as supply system based on the replenishment

model of the "Theory of Constraints” waiting to go into the next

cycle of improvement.

Encouraged with the results of Consumer Products segment,

in July 2015, the Luminaries business procurement group was

integrated with SCM. In Luminaries business where a large

portion of business is of customised nature and made against

specific orders, the strategy identified was to deliver “On Time

In Full (OTIF)” and create a decisive competitive edge by

reducing the "lead time in servicing of the customer orders”.

Using a combination strategy of replenishment and order

queuing, the team worked with the suppliers to implement

systems and processes which lead to measurement

parameter of OTIF climbing to over 85%. In FY 2016-17 the

focus will be on bringing down the lead time in servicing of

customer orders. The other significant impact of this drive was

the transformation of a motley group of buyers into a self-

driven and motivated team of SCM.

The Company has also integrated EPC (including

Ranjangaon Units) with the SCM to create strategic tie-ups

with suppliers for consistent quality and supply schedules and

started using e-sourcing tool for aggregation of demand, price

discovery and systematizing procurement of direct and

indirect material and services.

Green Energy – Wind Energy

The Company’s 2.8 MW Wind Farm located at Village-

Vankusawade in Satara District of Maharashtra has

generated 29,80,491 electrical units during the year under

review as compared to 30,67,570 electrical units in the

previous year.

Internal Control Systems and its adequacy

The Company has in place well defined and adequate internal

controls commensurate with the size of the Company and the

scale and complexity of its operations and the same were

operating effectively throughout the year. These controls are

routinely tested and certified by statutory as well as internal

auditors and cover all offices, factories and key areas of

business.

The Company has an in-house internal audit function. The

scope of internal audit is decided by the Audit Committee. To

maintain its objectivity and independence, the internal audit

function reports to the Chairman & Managing Director of the

Company and the Chairman of the Audit Committee of the

Board.

The Internal Audit Department monitors and evaluates the

efficacy and adequacy of internal control system in the

Company, its compliance with operating systems, accounting

procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners

undertake corrective action in their respective areas and

thereby strengthen the controls. Significant audit

observations and corrective actions thereon are presented to

the Audit Committee of the Board.

Internal Controls over Financial Reporting

The Company has in place adequate internal financial

controls commensurate with the size and complexity of its

operations. During the year, such controls were tested and no

reportable material weakness in the design or operations

were observed. The Company has policies and procedure in

place for ensuring proper and efficient conduct of its business,

the safeguarding of its assets, the prevention and detection of

frauds and errors, the accuracy and completeness of

accounting records and the timely preparation of reliable

financial information.

The Company has adopted accounting policies which are in

line with the Accounting Standards and the Act. These are in

accordance with generally accepted accounting principles in

India. Changes in policies, if required, are made in

consultation with the Auditors and are approved by the Audit

Committee.

The Company has robust financial closure, certification

mechanism for certifying adherence to various accounting

policies, accounting hygiene and accuracy of provisions and

other estimates.

Indian Accounting Standards (Ind AS) – IFRS converged

standards

The Ministry of Corporate Affairs vide its notification dated 16

February 2015 has notified the Companies (Indian Accounting

Standards) Rules, 2015.

In pursuance of this notification, the Company will adopt Ind

AS with effect from 01 April 2016 with the comparatives for the

period ending 31 March 2016.

The implementation of Ind AS is a major change process for

which the Company has set up a dedicated team and is

providing desired resources for its completion within the time

frame. The impact of the change on adoption of Ind AS is being

assessed.

Information Technology (IT)

The Company continues to invest in Information Technology

for automating various business processes to be productive.

One of the primary requirement for running all the business

functions in automated manner is to keep ERP, CRM, BI and

Intranet on for the employees and extranet portal for all other

stakeholders. During the year, the IT focus was on developing

new modules on Intranet for automating business processes

for EPC BU based on TOC processes and mobile application

for Customer Care team. These applications are completely

integrated with Core ERP & CRM.

As more and more business processes are getting automated

and dependency on IT systems is increasing for all business

units, there is continuous focus on IT security and reliable

disaster recovery management processes to ensure all critical

systems are always available. These are periodically

reviewed, upgraded and tested for efficacy, security and

reliability.

During FY 2015-16, the Company has received following

recognitions from various media agencies for its IT projects:

i. EMC Transformation Award 2015 for Private Cloud

Implementation;

ii. CIO 100 Award from IDG for Project Leap Ahead for EPC

Business;

iii. CIO Hall of fame 2015 from IDG for getting four CIO-100

awards for various projects; and

iv. PCQUEST Best IT implementation award for Project Leap

Ahead for EPC (Project with maximum business impact).

Customer Care

The Company has maintained its tradition and reputation of

providing efficient after sales service to its customers through

a strong network of 400 service franchisees and service

dealers. Some of the important actions that it took during the

year were to provide toll free call registration facility to

customers and dealers, mobile application to end customers

to register calls any time, higher than ever before call

resolution, providing home service to all its consumer

products across all deep interior areas and monitoring of

performance through feedback mechanism from customers

through SMS facility. The Survey Monkey web surveys

confirmed more than 98% customer satisfaction.

To help customers with spare parts requirements, the

Company has started selling key required spare parts through

its website giving comfort and convenience to meet their

requirements.

Brand Development and Protection

FY 2015-16 saw many new communication initiative by the

Company. The first major step was taken by the Company was

to consolidate all its sub-brand to have unified brand

approach, under an umbrella brand “Bajaj” and the same was

implemented across all internal and external touch points.

To support the RREP, the Company implemented retail

branding across Traditional Trade Channels, Canteen Store

Department, Modern Retail Stores, etc. and branded over

10,000 stores Pan India.

‘We are Family’, the latest advertising campaign, was

conceived with the idea that the Company’s Products

completes a home and have been a part of the Indian families

for over 75 years. The media exposure for this campaign has

been phenomenal considering more than 10 Million video

views across all the platforms viz. more than 6.9 Million video

views on YouTube; 2.5 Million video views on Facebook; 0.85

Million video views on Hotstar; 0.25 Million video views on

Inmobi; and 0.8 Million video views on Vdopia.

Bajaj LED “The Science of Light” – Reinforcing its focus in the

lighting segment, the Company launched a massive mass

media campaign which was promoted through a Television

Commercial, Print ads, Digital and Social Mediums. The

campaign was strategically planned keeping in mind the

futuristic nature of the product and the communication clearly

articulated the key benefits to the consumer of Bajaj LEDs,

namely long life, energy efficiency, multi coloured light source,

environmentally friendly and inbuilt voltage surge protector.

The Company also organised Regional Lighting Dealer

events – “Upgrade” across various region and launched

series of new LED products, educate the dealers about the

benefits of evolving LED technology and also to felicitate top

performing dealers from respective regions.

The age old Indian game of Kabaddi in its third season, the Pro

Kabaddi League (PKL) was much bigger and better.

Enhanced graphics, analytics and the in-vision commentary

elevated the viewer experience. The Company was associate

sponsors for PKL in 2nd and 3rd seasons. The Company

achieved unmatched mileage with branded kiosks, perimeter

branding, ground mat branding, stadium branding, digital

banners on hotstar app and through Television Airtime. Pro

Kabaddi reached out to a huge global audience by reaching

over 109 countries as it was relayed in five different languages

namely Hindi, English, Kannada, Telugu, Marathi, etc.

In response to market need and potentials of LED Luminaires,

the Company has taken the next logical step and organised a

first ever customer focused program “.nxt Upgrade”. Ten

display booths were specially created to showcase the

products segments and its actual lighting design for

Commercial, Retail, Industrial, Urban Architectural, Area,

Street, IBMS, Solar lighting. Also, a day long conclave

included media interaction, talks on LED technology,

Marketing and Product initiatives. Architects and Consultants

from various industries, Channel partners, Government and

other Institutional customers were the recipients of these

events. This show went through 4 major cities in southern

region at the first step; Chennai, Hyderabad, Bangalore and

Cochin.

Your Company has taken significant actions against

counterfeits, fakes and other forms of unfair competition/trade

practices.

Corporate Social Responsibility (CSR)

The Company’s CSR activity is guided by the 4 pillars –

Sustainability, Diversity (gender inclusion), Employee

Volunteering and Community Outreach.

In our endeavour to work for the benefit of the communities

where we operate, all our community outreach programs are

planned and executed with a focus on the following:

• Ensuring Environmental sustainability & promoting its

education;

• Employment, enhancing vocational skills and livelihoods;

• Promoting Preventing Health Care; and

• Promotion of Arts & Culture.

As a part of environmental & sustainability initiatives, the

Company partnered with environmental organisations to

educate masses on environment protection and to undertake

renewable energy projects viz. setting up solar powered

libraries, solar computer laboratory, solar street lights and

solar education centres which will benefit to the rural off grid

communities.

In celebration of the International Year of Light and Light-

based Technologies (IYL 2015), the Company conducted

Science of Light workshops in schools with an objective to

create awareness amongst the students about the

fundamentals of light based technologies, energy efficiency

and use of alternative renewable energy like solar.

The Company also took initiatives to establish a “Peace Park”

in Almora district of Uttarakhand by motivating selected self-

help groups of women, to create awareness amongst local

communities and school children about the fragility of

eco-systems in the Himalayas. The Company also planted

about 7,660 trees.

The Company continued with Project Disha in partnership

with specialised organisations to impart vocational skills like

masonry, electrical works etc. to about 1,000 rural youth to

enable them to upgrade their skills and enhance their

employability.

The Company has joined hands with NGOs and created a

pool of anti-tobacco crusaders to spread awareness among

different stakeholders about healthy and tobacco free living.

The Company also supported two organisations working to

preserve Indian heritage, promote art and culture and Indian

Classical Music.

The Company and its employees contributed to support those

affected from Nepal Earthquake & Chennai Flood and

undertook several activities viz. tree plantation, blood

donation, cleanliness drives, health check-up camps and

tobacco awareness sessions across India through employee

volunteering. Through dedicated efforts of about 1,250

employees and 200 social organisations, over 16,600 trees

have been planted across the country.

The Company and its employees also participated in Mumbai,

Kolkata & Delhi Marathon in support of ‘Paryavaran Mitra’ to

propagate the cause of environment protection and supported

the cause of raising awareness for breast cancer and well

being of women by supporting Pinkathon (women’s only

marathon) in 9 cities.

Total CSR expenditure incurred by your Company during the

year was ? 1,35,95,069/-.

The CSR Policy Statement and Report on CSR initiatives

taken during the year pursuant to Sections 134 & 135 of the

Act is annexed to the Board’s Report as Annexure ’B’.

Human Resources

The Company's human resource function is committed to

make the organisation future ready. A diverse pool of lateral

talent has been hired to enhance the bench strength. This

includes professional experts with excellent academic

credentials and professional track record. The Company has

also successfully attracted management and engineering

graduates through a focused annual campus hiring program.

The Company has also identified a pool of best human

resources who are being groomed for future leadership roles.

Talent mobility within the Company is encouraged through job

posting process.

To enhance the engagement, retention and work life balance

of the employees, the Company has introduced progressive

policies & programs like flexible working hours, compensatory

off policy, flexible pay policy, diverse reward & recognition

program and other employee interaction programs.

The Company has invested in its human capital regularly with

an aim to enhance organisation & individual capabilities to

make them effective and efficient in the short run and long run.

The Company is driving the learning & development agenda

through a mix of in-house and external learning interventions

in the functional, behavioral and cross functional areas. Select

employees are encouraged to attend management

development programs conducted by renowned institutes

across the country and best practices learnt are being

implemented in the Company. A unique knowledge sharing

platform has been developed to share the knowledge

amongst the colleague through short duration learning

interventions.

The Company is in the process of developing a robust

performance and talent management system which would be

pathbreaking, progressive and totally aligned to the

organisation’s and employee’s needs.

Industrial Relations

The relations with the employees of the Company have

continued to remain cordial.

Prevention, Prohibition and Redressal of Sexual

Harassment of Women at Workplace

Pursuant to the legislation “Prevention, Prohibition and

Redressal of Sexual Harassment of Women at Workplace Act,

2013” introduced by the Government of India, which came into

effect from 09 December 2013, the Company has framed a

Policy on Prevention of Sexual Harassment at Workplace.

Internal Complaints Committee (ICC) has been set up to

redress complaints received regarding sexual harassment. All

employees (permanent, contractual, temporary, trainees) are

covered under this policy. There were no cases reported

during FY 2015-16 under the Company’s Policy on Prevention

of Sexual Harassment at Workplace.

Whistle Blower Policy / Vigil Mechanism

The Company has a Whistle Blower Policy adopted in May

2011, which enables its directors and employees to report

their concerns about unethical behavior, actual or suspected

fraud or violation of the Company's Code of Conduct or ethics

policy and provides safeguards against victimisation of

director(s)/employee(s), who avail of the mechanism. The

said Policy was amended in February, 2015 to extend its

applicability to other persons dealing with the Company viz.

contractors, vendors, customers and business consultants.

The Policy has been appropriately communicated to the

employees within the organisation and posted on the website

of the Company.

Business Risk Management

The Company has a proper framework in place to identify,

evaluate and mitigate business risks. The key business risks

identified by the Company and their mitigation plans are as

under:

(a) Business environment

The competitive environment in small appliances

continues to be tough and to take care of that the

Company has embarked on RREP to extend its

demographics and offer value proposition to the

customers to develop and grow in consumer facing

business further.

(b) Currency fluctuation related risk

The weakening of the Indian Rupee, though slightly, has

impacted our cost of imports. The Company had

undertaken some foreign exchange forward contracts to

hedge the risks against the currency fluctuations for the

imports.

The Company has been continuously working on retaining

the best talent in the industry to work with, but it is a

constant challenge to retain the good talent. There is

imminent short term risk from new entrants and existing

domestic players to hire talent from our Company. The

Company’s human resource agenda focuses mainly on

building a robust and diverse talent pipeline by hiring fresh

management graduates to cater to various businesses

and functions, enhancing individual and organisational

capabilities for future readiness, driving greater employee

engagement and strengthening employee relations. The

Company has also taken a number of employee initiatives

like benchmarking compensation structure with the

industry, stock options, innovative management training

programmes, job rotations, etc. to retain and grow talent.

(d) Occupational health and safety risk

Safety of employees and workers is of utmost importance

to the Company. To reinforce the safety culture in the

Company, it has identified Occupational Health & Safety

as one of its focus areas. Various training programmes

have been conducted at the plants and project sites such

as behavior based safety training program, safety

leadership program, logistics safety program, etc.

Economic Scenario, Future Outlook and Sector Overview

India’s economic growth rate in FY 2015-16 was estimated at

7.6% by RBI, an improvement to the previous year (7.2% in FY

2014-15), mainly on the back of recent policy initiatives, pick

up in investments and lower oil prices. Going forward, growth

rate is estimated at 7.5% by IMF (7.6% by RBI), which would

mean that India will outpace most emerging economies

including China and Africa. This is achieved mainly because of

restoring macro-economic stability achieved on account of

fiscal consolidation; control over inflation and support from fall

in the global commodity prices.

On the forecast of normal monsoon this year and the steps

taken by the government in recent times have shown positive

results. These initiatives are expected to increase the

purchasing power of an average Indian consumer, which

would further boost demand and lead to spurt in development.

Currently the manufacturing sector in India contributes 15% of

GDP. The Government of India under its “Make in India”

initiative is trying to boost the contribution of manufacturing

sector and aims to take it to 25%. Experts' view is that Indian

Economy is expected to grow by 7.75% during FY 2016-17.

Consumer Durable Sector:

India is expected to become the fifth largest consumer

durables market in the world by 2025. Rural markets are likely

to witness growing demand for consumer durables in the

coming years as the government plans to invest significantly

in rural electrification.

Lighting Industry:

It is expected that the market size of Indian LED industry may

touch ? 21,600 crore by 2020 on the back of government's

decision to switch to LED for all street lamps and public space

lighting.

The Indian LED industry was pegged at ? 1,925 crore out of

the lighting industry's aggregate turnover of ? 13,000 crore in

2013.

As projected, the turnover of Indian lighting industry by 2020

will be ? 35,000 crore and LED will account for ? 21,600 crore,

which is significantly over 60 per cent of this total turnover.

In the wake of continual government's support for the

promotion of LED lighting and its decision to switch to LED for

all street lamps and public space lighting, this market is

expected to grow substantially.

The Company's prime focus is on to educate and promote the

sustainable energy efficiency and drive the LED.

Power Sector:

Indian power sector is undergoing a significant change that

has redefined the industry outlook. Sustained economic

growth continues to drive electricity demand in India. The

Government of India’s focus on attaining ‘Power For All’ has

accelerated capacity addition in the country. At the same time,

the competitive intensity is increasing at both the market and

supply sides (fuel, logistics, finances, and manpower).

The Government of India has identified power sector as a key

sector of focus so as to promote sustained industrial growth

and has taken many initiatives to boost the power sector such

as:

• Ujwal DISCOM Assurance Yojna (UDAY) for financial

turnaround and revival of power distribution companies

(DISCOMs), which will ensure accessible, affordable and

available power for all;

• Resolution of issues regarding transfer of mining leases

and grant of forest clearances to the winning bidders of

coal blocks;

• Provision of electricity to 18,500 villages in three years

under the Deendayal Upadhyaya Gram Jyoti Yojana

(DUGJY); and

• Implementation of two national level programmes, namely

Grid Connected Rooftop & Small Solar Power Plants

Programme and Off-Grid & Decentralised Solar

Applications, in order to promote installation of solar

rooftop systems.

India’s wind energy market is expected to attract investments

totaling ? 1,00,000 crore by 2020, and wind power capacity is

estimated to almost double by 2020 from over 23,000 MW in

June 2015, with an addition of about 4,000 MW per annum in

the next five years.

Directors

Appointment of Directors:

During the year under review, Shri Anant Bajaj was re-

appointed as the Joint Managing Director of the Company for

a further period of five years w.e.f. 01 February 2016. His

appointment was approved by the shareholders by way of a

special resolution passed through postal ballot.

In order to strengthen the Board, on the recommendation of

the Nomination & Remuneration Committee, the Board of

Directors has appointed Shri Anuj Poddar and Shri Siddharth

Mehta, as Additional Directors of the Company with effect

from 30 May 2016 in the category of Non-Executive &

Independent Directors.

In accordance with Section 161 of the Act, aforesaid Additional

Directors hold office upto the date of the forthcoming Annual

General Meeting of the Company and being eligible offer their

candidature for re-appointment as Directors. Your approval for

their appointment as Directors in the category of Non-

Executive Independent Directors has been sought in the

Notice convening the forthcoming Annual General Meeting of

the Company.

As on the date of this report, Company’s Board comprises of

10 (ten) Directors, out of which, 8 (eight) are Non-Executive

Directors (NEDs) including 1 (one) Woman Director. NEDs

represent 80% of the total strength. Further, out of said 8

NEDs, 7 are independent directors representing 70% of total

strength of the Board.

Directors coming up for retirement by rotation:

In accordance with the provisions of the Act and the Articles of

Association of the Company, Shri Anant Bajaj retires by

rotation and being eligible offers his candidature for re-

appointment as a Director. The information as required to be

disclosed under Regulation 36 of the SEBI LODR Regulations

in case of re-appointment of the said director is provided in the

notice of the ensuing Annual General Meeting.

Independent Directors:

The Independent Directors hold office for a fixed term of five

years and are not liable to retire by rotation.

In accordance with Section 149(7) of the Act, each

Independent Director has given a written declaration to the

Company confirming that he/she meets the criteria of

independence as mentioned under Section 149(6) of the Act

and Regulation 16(1)(b) of SEBI LODR Regulations.

Board Effectiveness:

• Familiarisation Programme for the Independent Directors:

In compliance with the requirement of SEBI LODR

Regulations, the Company has put in place a

familiarisation programme for the Independent Directors

to familiarise them with their role, rights and responsibility

as Directors, the working of the Company, nature of the

industry in which the Company operates, business model

etc. The details of the familiarisation programme are

explained in the Corporate Governance Report. The

same is also available on the website of the Company

www.bajajelectricals.com.

• Evaluation of the performance of the Board, its

Committees and the Directors:

Pursuant to the provisions of the Act and the SEBI LODR

Regulations, the Board has carried out the annual

performance evaluation of its own performance, the

Directors individually as well as the evaluation of the

working of its Audit and Nomination & Remuneration

Committee. The criteria applied in the evaluation process

are explained in the Corporate Governance Report.

Key Managerial Personnel

The following persons have been designated as Key

Managerial Personnel of the Company pursuant to Section

2(51) and Section 203 of the Act, read with the Rules framed

thereunder:

• Shekhar Bajaj, Chairman & Managing Director and CEO;

• Anant Purandare, Executive Vice President & Chief

Financial Officer (CFO); and

• Mangesh Patil, Vice President – Legal & Company

Secretary and Compliance Officer

None of the Key Managerial Personnel of the Company have

resigned during the year under review.

Criteria for selection of candidates for appointment as

Directors, Key Managerial Personnel and Senior

Leadership Positions

Your Company has laid down a well-defined criteria for the

selection of candidates for appointment as Directors, Key

Managerial Personnel and Senior Leadership Positions.

Directors’ Remuneration Policy & Criteria for matters

under Section 178

Information regarding Directors’ Remuneration Policy &

Criteria for determining qualifications, positive attributes,

independence of a director and other matters provided under

sub-section (3) of Section 178 of the Act are provided in the

section of Corporate Governance Report.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the

information and explanations obtained by them, your

Directors make the following statement in terms of Section

134 of the Act:

(a) that in the preparation of the annual accounts for the year

ended 31 March 2016, the applicable accounting

standards have been followed and that no material

departures have been made from the same;

(b) that the Directors have selected such accounting policies

and 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 as

at 31 March 2016 and of the profits of the Company for the

year ended on that date;

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;

(d) that the annual accounts of the Company have been

prepared on a ‘going concern’ basis;

(e) that proper internal financial controls were in place and

that the financial controls were adequate and were

operating effectively; and

(f) that systems to ensure compliance with the provisions of

all applicable laws were in place and were adequate and

operating effectively.

Meetings

A calendar of meetings is prepared and circulated in advance,

to the Directors.

Board Meetings:

During the year, seven (7) Board Meetings were convened

and held, the details of which are given in the Corporate

Governance Report. The intervening gap between the

meetings was within the period prescribed under the Act and

SEBI LODR Regulations.

Audit Committee:

The Audit Committee comprises of three Independent

Directors as its Members. During the year five (5) Audit

Committee Meetings were convened and held, the details of

which are given in the Corporate Governance Report.

CSR Committee:

The CSR Committee comprises of three Members of which

one is the Independent Director. The Committee met twice

during the reporting period. Details of the Committee and

meetings are given in the Corporate Governance Report.

Particulars of Contracts or arrangements with Related

Parties

All transactions with Related Parties are placed before the

Audit Committee as also the Board for approval. Prior

omnibus approval of the Audit Committee is obtained on an

annual basis for the transactions which are of a foreseen and

repetitive nature.

The transactions entered into pursuant to the omnibus

approval so granted are audited and a statement giving details

of all related party transactions is placed before the Audit

Committee and the Board of Directors for their approval on a

quarterly and on annual basis.

The Policy on Related Party Transactions as approved by the

Board is available on the Company’s website:

www.bajajelectricals.com.

All related party transactions that were entered into during the

financial year were on an arm’s length basis and were in the

ordinary course of its business. There were no materially

significant related party transactions i.e. transactions

exceeding ten percent of the annual turnover of the Company

as per the last audited financial statements, entered into by

the Company with Promoters, Directors, Key Managerial

Personnel or other designated persons which may have a

potential conflict with the interest of the Company at large.

Thus, the disclosure in ‘Form AOC-2’ is not applicable.

None of the Directors or the Key Managerial Personnel has

any pecuniary relationships or transactions vis-à-vis the

Company.

The details of Related Party Transactions are given in the

notes to the financial statements.

Transfer of amounts to Investor Education and Protection

Fund

Pursuant to the provisions of Section 124 of the Act, relevant

amounts which remained unpaid or unclaimed for a period of

seven (7) years have been transferred by the Company to the

Investor Education and Protection Fund.

The Company has uploaded the details of unpaid and

unclaimed amounts lying with the Company as on 06 August

2015 (date of last Annual General Meeting) on the website of

the Company (www.bajajelectricals.com), as also on the

website of the Ministry of Corporate Affairs.

Material Changes & 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.

Significant and Material Orders Passed by the Regulators

or Courts

There are 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 future operations.

Subsidiaries / associates

The Company has no subsidiary as on 31 March 2016.

Details of the company which is an associate company of the

Company:

Name of the company % shareholding of the Company

Starlite Lighting Limited 19% Associate

(SLL)

For the purpose of Section 2(6) of the Act, “associate

company”, in relation to another company, means a company

in which that other company has a significant influence, but

which is not a subsidiary company of the company having

such influence and includes a joint venture company. For the

purposes of this clause, “significant influence” means control

of at least twenty per cent of total share capital, or of business

decisions under an agreement. Though, the holding of the

Company in the equity share capital of SLL is less than 20%,

the Company is in a position to influence the operating and

financial policies of SLL and hence the financial statements of

SLL are consolidated with the Company’s financial statements

considering it as an Associate of the Company.

Statutory disclosures

The summary of the key financials of the Company’s

associate company (Form AOC-1), is included in this Annual

Report. A copy of audited financial statements of the said

company will be made available to the members of the

Company, seeking such information at any point of time. The

audited financial statements of the said company 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.bajajelectricals.com.

Presentation of financial results

The financial results of the Company for the year ended 31

March 2016 have been disclosed as per Schedule III to the

Act.

(Amount: ? in Crore)

Particulars 2015-16 2014-15

Standalone revenue 4,634.80 4,286.80

Standalone profit for the year 95.60 (13.95)

*Consolidated revenue 4,634.80 -

*Consolidated profit for the year 95.45 -

*This being the first year Consolidated Financial Statements are drawn up, the

previous year's comparative figures have not been presented.

Status

Secretarial Standards of ICSI

The Act has mandated the Secretarial Standards on Board

Meetings & General Meetings specified by the Institute of

Company Secretaries of India (ICSI). The secretarial

standards issued by ICSI from time to time have been

complied with by the Company during the year under review.

Auditors

Statutory Auditor:

The Company’s Auditors M/s. Dalal & Shah LLP, Chartered

Accountants, Mumbai (Firm Registration No.: 102021W/

W100110), who retire at the ensuing AGM of the Company are

eligible for re-appointment. They have confirmed their

eligibility under Section 141 of the Act and the Rules framed

thereunder for re-appointment as Auditors of the Company. As

required under Regulation 33 of SEBI LODR Regulations, the

auditors have also confirmed that they hold a valid certificate

issued by the Peer Review Board of the Institute of Chartered

Accountants of India.

The notes on financial statements referred to in the Auditors’

Report are self-explanatory and do not call for any further

comments. The Auditors’ Report does not contain any

qualification, reservation or adverse remark or disclaimer.

Cost Auditor:

The cost audit records maintained by the Company in respect

of its manufacturing activities are required to be audited

pursuant to Section 148 of the Act and Rules made

thereunder. The Board of Directors has, on the

recommendation of the Audit Committee, appointed M/s. R.

Nanabhoy & Co., Cost Accountants (Firm Registration

No.000010), to audit the cost accounts of the Company for FY

2016-17. As required under the Act, the remuneration payable

to the Cost Auditor is required to be placed before the

Members in the General Meeting for their ratification.

Accordingly, a Resolution for seeking Members ratification for

the remuneration payable to M/s. R. Nanabhoy & Co., Cost

Accountants, is included at Item No.7 of the Notice convening

the AGM.

The particulars of the Cost Auditor and cost audit conducted

by them for FY 2014-15 are furnished below:

ICWA Membership No. 1337

Registration No. of Firm 000010

Address Jer Mansion, 70,

August Kranti Marg,

Mumbai 400 036

Cost Audit Report FY 2014-15

Due date of filing of Report 30 September 2015

Actual date of filing of Report 24 September 2015

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Company has appointed, M/s.

Anant B. Khamankar & Co., Practicing Company Secretaries

(Membership No. FCS 3198; CP No.:1860) to undertake the

Secretarial Audit of the Company. The Report of the

Secretarial Auditor for FY 2015-16 is annexed to the Board’s

Report as Annexure ‘C’. The Secretarial Audit Report does not

contain any qualification, reservation or adverse remark or

disclaimer made by the Secretarial Auditor.

Corporate Governance

Pursuant to Regulation 34 of the SEBI LODR Regulations, a

separate report on corporate governance has been included

in this Annual Report together with a certificate from the

auditors of the Company regarding compliance of conditions

of Corporate Governance.

All Board members and senior management personnel have

affirmed compliance with the Code of Conduct for the year

2015-16. A declaration to this effect signed by the Chairman &

Managing Director/CEO of the Company is contained in this

Annual Report.

The Chairman & 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 SEBI LODR

Regulations and the said certificate is contained in this Annual

Report.

Business Responsibility Reporting

Regulation 34 of the SEBI LODR Regulations provides that

the Annual Report of the top hundred listed entities, based on

market capitalisation (calculated as on March 31 of every

financial year), shall include business responsibility report

describing the initiatives taken by them from an

environmental, social and governance perspective, in the

format as specified by the Board from time to time.

SEBI vide its Notification dated 22 December 2015 issued

SEBI (Listing Obligations and Disclosure Requirements)

(Amendment) Regulations, 2015, providing that for the word

"hundred" the words "five hundred" shall be substituted and

which shall come into effect from 01 April 2016.

The Company was ranked 426th in the list of top 500

companies as per NSE list and thus the requirement of

publishing Business Responsibility Report shall now be

applicable to the Company w.e.f. 01 April 2016. First such

report shall be printed for the year 2016-17.

Energy Conservation, Technology Absorption and

Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology

absorption and foreign exchange earnings and outgo

stipulated under Section 134(3)(m) of the Act read with Rule 8

of the Companies (Accounts) Rules, 2014, is annexed

herewith as Annexure ‘D’ to the Board’s Report.

Extract of Annual Return

The extract of Annual Return as provided under sub-section

(3) of Section 92 of the Act, in the prescribed Form MGT- 9 is

enclosed as Annexure ‘E’ to the Board’s Report.

Particulars of Employees and related disclosures

Disclosure pertaining to the remuneration and other details as

required under Section 197(12) of the Act read with Rule 5 of

the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is enclosed as Annexure

‘F’ to the Board’s Report.

The information on employees who were in receipt of

remuneration of not less than ? 60 lacs during the year or ? 5

lacs per month during any part of the year forms part of this

Report and will be provided to any Member on a written

request to the Company. 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 upto the date of the ensuing

Annual General Meeting. If any Member is interested in

inspecting the same, such Member may write to the Company

Secretary in advance.

Consolidated financial statements

The directors also present the audited consolidated financial

statements incorporating the duly audited financial

statements of the associate prepared in compliance with the

Act, applicable Accounting Standards and the Listing

Agreement as prescribed by SEBI.

A separate statement containing the salient features of the

associate in the prescribed ‘Form AOC-1’ is enclosed herewith

as Annexure ‘G’ to the Board’s Report.

Acknowledgement

Your Directors would like to express their sincere appreciation

for the assistance and co-operation received from the

financial institutions, banks, customers, investors, business

associates, vendors, regulatory and government authorities,

stock exchanges and members. Your Directors also wish to

place on record their deep sense of appreciation to employees

at all levels for their sincere personal efforts as well as their

collective dedication and contribution to the Company’s

performance.

Cautionary Statement

Statements in the Board’s Report and the Management

Discussion & Analysis describing the Company’s objectives,

expectations or forecasts may be forward looking within the

meaning of applicable securities laws and regulations. Actual

results may differ materially from those expressed in the

statement. Important factors that could influence the

Company’s operations include demand and supply conditions

affecting selling prices of finished goods, input availability and

prices, changes in government regulations, tax laws,

economic developments within the country and other factors

such as litigation and industrial relations.

ANNEXURE ‘A’ TO DIRECTORS’ REPORT

Information to be disclosed under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,

2014: -

A. Summary of status of ESOPs Granted

The position of the existing scheme is summarised as under :

Sr. Particulars ESOP 2007 ESOP 2011 ESOP 2015

Loyalty Growth Growth Growth

1 Date of Shareholder's Approval Originally approved in AGM held on 26.07.2007 and Postal Ballot

revised in AGM held on 28.07.2010 dated

21.01.2016

2 Total Number of Options approved 8% of paid-up share capital 30,27,073

(equivalent to 3%

of the paid-up

equity share

capital as on

05.11.2015)

3 Vesting Requirements Options vesting only on continuation of employment and vested options

can be exercised within 3 years from the date of vesting.

4 The Pricing Formula One time grant Closing price on the exchange where there is highest

at 50% discount trading volume on working day prior to the date of

to the closing grant.

price of the

shares of ? 300/-

as on 24.10.2007,

the date prior to

the date of grant.

5 Maximum term of Options granted

(years) 4 years 7 years 7 years 7 years

6 Source of shares Fresh Issue Fresh Issue Fresh Issue Fresh Issue

7 Variation in terms of ESOP Nil Nil Nil Nil

For and on behalf of the Board of Directors

Mangesh Patil Anant Bajaj Shekhar Bajaj

V P - Legal & Company Secretary Jt. Managing Director Chairman & Managing Director

FCS No.: 4752 DIN: 00089460 DIN: 00089358

Mumbai, 30 May 2016

(i) Option Movement during the year:

1 No. of Options outstanding at the

beginning of the year - 4,85,189 20,46,100 -

2 Options granted during the year - - 5,00,000 1,17,500

3 Options forfeited/surrendered during

the year - 52,900 3,51,500 2,500

4 Options lapsed during the year - 98,839 25,500 -

5 Options vested and exercisable during

the year - - 6,61,250 -

6 Options exercised during the year - 26,000 1,60,550 -

7 Total number of shares arising as a

result of exercise of options - 26,000 1,60,550 -

8 Money realised by exercise of

options (?) - 45,07,100 2,71,23,648 -

9 Number of options outstanding at the

end of the year - 3,07,450 20,08,550 1,15,000

10 Number of options exercisable at the

end of the year - 3,07,450 9,49,800 -

(ii) Weighted average fair value of options granted during the year whose

(a) Exercise price equals market price 96.51 67.81

(b) Exercise price is greater than market

price Nil Nil

Weighted average exercise price of options granted during the year whose

(a) Exercise price equals market price 260.17 177.85

(b) Exercise price is greater than market

price Nil Nil

(iii) The weighted average market price of

options exercised during the year - 232.60 252.90 -

(iv) Employee-wise details of options granted during FY 2015-16 to:

(i) Senior Managerial Personnel

Name of Employee No. of Options No. of Options No. of Options No. of Options

granted granted granted granted

Pratibha Chhaya 30,000 -

Amit Suresh Sethi 30,000 -

Raj Kumar Goel 30,000 -

Sanjay Biswas 20,000 -

Amitabh Tapadar 20,000 -

Kuldip Das 15,000 -

Mankeshjee K Patkar 15,000 -

Abhijeet Rastogi 15,000 -

Anil Errol Shipley 10,000 -

Pradeep D Patil 10,000 -

Krishna Raman 10,000 -

Sanjay Bhagat 10,000 -

Vijay Anant Bhat 10,000 -

Raghavan Gururajarao 10,000 -

Pinki Gupta 10,000 -

Y Narayana Reddy 10,000 -

Sanjay Lamba 10,000 -

Amitabh S Chandak 5,000 -

Santrupta Kumar Das 5,000 -

No options were

granted during

the year

No options were

granted during

the year

No options were

granted during

the year

No options were

granted during

the year

No options were

granted during

the year

No options were

granted during

the year

Name of Employee No. of Options No. of Options No. of Options No. of Options

granted granted granted granted

Kedar S Patwardhan 5,000 -

Ajaya Kumar Pillai 5,000 -

Balaji Rao P 5,000 -

Vijay Dattatraya Kope 5,000 -

Rakesh Moolchandani 5,000 -

Saumendra M Mohanty 5,000 -

Suresh L Hegde 5,000 -

Ashwin Panchal 5,000 -

Sukamal Saha 5,000 -

Hemal Vadera 5,000 -

Mateshwar B Bansal 5,000 -

Joy Thomas 5,000 -

Rahul Mahanoori 5,000 -

B M Surendra Babu 5,000 -

Srinivas T Prabhu 5,000 -

Rajeev Kumar Gupta 5,000 -

Shrinivas S Gokhale 5,000 -

Santosh A Naik 5,000 -

Vinayakrao K Raje 5,000 -

Muralidhar S Patil 5,000 -

V Harikesavan 5,000 -

Santosh V Deshmukh 5,000 -

Somasundaran Menon 5,000 -

Amit Bhalla 5,000 -

Shrikant K 5,000 -

Madhura Talegaonkar 5,000 -

Manpal Singh Sarin 5,000 -

Satyasish B Mohanty 5,000 -

Ijaj Mumtazali Mogal 5,000 -

Sanjay Kumar Verma 5,000 -

Abhishek V Singh 5,000 -

Gaurav Saxena 5,000 -

Anish Maria 5,000 -

Ravi Grover 5,000 -

Muralidhar Naykar 5,000 -

Sachin R Totla 5,000 -

Anil Dilip Sonawane 5,000 -

Darshan Dhiman 5,000 -

Syed Ali Mehdi Rizvi 5,000 -

Prayas Sehgal 5,000 -

Bharat Satija 5,000 -

Anil Gupta 5,000 -

Milin Laljibhai Patel 5,000 -

Satyajit Banerjee 5,000 -

Donghua Zhu 5,000 -

Arup Chandra Dey - 15,000

Mangesh Suresh Khisty - 10,000

K Naveen - 10,000

Kamlesh S Soparkar - 10,000

G Sowmiyanarayanan - 7,500

No options were

granted during

the year

No options were

granted during

the year

Name of Employee No. of Options No. of Options No. of Options No. of Options

granted granted granted granted

A Krishna Prasad - 7,500

Avadhesh Kumar Singh - 7,500

Manutosh Trikha - 7,500

Vidiya Sagar Yadav - 7,500

Manish P Balodi - 5,000

H R Datar - 5,000

Mahiar H Gandhi - 5,000

Rameshwar Sarswat - 5,000

Bidewat Umang - 5,000

Ajit Vitthal Bhumkar - 5,000

Arun Goswami - 5,000

Ashish Goel - 5,000

Bhushan P Mankame - 5,000

Bhupinder Singh - 5,000

(v) Employees who were granted, during any one year, options amounting to 5% or more of the options granted during

the year

Name of Employee No. of Options No. of Options No. of Options No. of Options

granted granted granted granted

No options were granted during

the year - -

(vi) Identified employees who were granted option, during any one year equal to or exceeding 1% of the issued

capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Name of Employee No. of Options No. of Options No. of Options No. of Options

granted granted granted granted

No options were granted during

the year - -

(vii) Method and assumptions used to estimate the fair value of options granted during the year:

The fair value has been calculated using the Black Scholes Option Pricing model. The assumptions used in the

model are as follows:

Variables Weighted Weighted Weighted Weighted

Average Average Average Average

1. Risk Free Interest Rate 7.74% 7.52%

2. Expected Life (in years) 4.00 4.15

3. Expected Volatility 37.75% 37.66%

4. Dividend Yield 0.58% 0.84%

5. Price of the underlying share in

market at the time of the option

grant. (?) 260.17 177.85

(viii) Assumptions

Stock Price: Closing price on NSE on the date of grant has been considered.

Volatility: The historical volatility over the expected life has been considered to calculate the fair value.

Risk-free rate of return: The risk-free interest rate being considered for the calculation is the interest rate applicable for

a maturity equal to the expected life of the options based on the zero-coupon yield curve for Government Securities.

Exercise Price: Exercise Price of each specific grant has been considered.

Time to Maturity: Time to Maturity / Expected Life of options is the period for which the Company expects the options

to be live.

Expected dividend yield: Expected dividend yield has been calculated as an average of dividend yields for five

financial years preceding the date of grant.

No options were

granted during

the year

No options were

granted during

the year

No options were

granted during

the year

No options were

granted during

the year

ANNEXURE ‘B’ TO DIRECTORS’ REPORT

ANNUAL REPORT ON CSR ACTIVITIES

1. A brief outline of Company’s CSR Policy, including overview of projects or programs proposed to be undertaken and a reference

to the web-link to the CSR Policy and projects or programs.

At Bajaj Electricals Limited, Corporate Social Responsibility (CSR) encompasses not only what we do with our profits, but also

how we make them. CSR is a very useful platform to engage in all key spheres of influence such as market place, workplace,

supply chain and society.

The four pillars of CSR:

• Sustainability – To ensure that the long term business goals are aligned with sustainable development without

compromising on the economic, environmental and social factors.

• Gender Diversity – To have a high performing inclusive work culture and commitment to attract and retain capable talent

maintaining gender sensitivity and balance.

• Employee Volunteering – To reach out to all employees and drive the volunteering programmes of the Company through

collective social responsibility and strong individual commitment.

• Community Outreach Programmes – To ensure the communities where we operate should also benefit.

Priorities under Community Outreach Programmes

Our priorities for the Community Outreach Programmes are listed below and the same are as per Schedule VII to the Act:

• Ensuring environmental sustainability & promoting its education

ØInitiatives such as solar projects, off grid lighting, tree plantation, waste management

ØInitiatives to support education and awareness on protecting the environment

• Employment, enhancing vocational skills and livelihoods

ØSupport technical and vocational programmes to generate employment

ØSupport social enterprises to enhance livelihoods, to reach the last mile who can have access to quality products &

services

• Promoting & preventing health care

ØContinued support to Anti-Tobacco Programme and campaign

• Gender equality – cross cutting theme

ØFocusing on gender diversity within the organisation

• Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works

of art, setting up public libraries, promotion and development of traditional arts and handicrafts.

• Training to promote rural sports, nationally recognised sports, paralympic sports and olympic sports;

(ix) The stock-based compensation cost calculated as per the intrinsic value method for the period 01 2015 to 31

March 2016 is Nil. If the stock-based compensation cost was calculated as per the fair value method prescribed by

SEBI, the total cost to be recognised in the financial statements for the period 01 April 2015 to 31 March 2016 would be

? 58,45,959. The effect of adopting the fair value method on the net income and earnings per share is presented below:

Pro Forma Adjusted Net Income and Earning Per Share

Particulars ?

Net Income as reported 95,60,10,218

Add: Intrinsic Value Compensation Cost –

Less: Fair Value Compensation Cost 58,45,959

Adjusted Pro Forma Net Income 95,01,64,259

Earning Per Share: Basic

As Reported 9.48

Adjusted Pro Forma 9.42

Earning Per Share: Diluted

As Reported 9.46

Adjusted Pro Forma 9.41

April

• Contributions or funds provided to technology incubators located within academic institution which are approved by the

Central Government;

• Rural development projects

The CSR Policy of the Company has also been posted on the website of the Company: http://bajajelectricals.com/investor.aspx

2. The composition of the CSR Committee

A Committee of the directors, titled ‘Corporate Social Responsibility Committee’, was constituted by the Board in its meeting

held on 26 March 2014 with the following members:

a) Shri Shekhar Bajaj, Chairman

b) Shri Anant Bajaj, Member

c) Dr.(Smt.) Indu Shahani, Member

3. Average Net Profit of the Company for last three financial years prior to 2015-16: ? 4,886.88 lacs

4. Prescribed CSR Expenditure (2% of the amount as in item No. 3 above): ? 97.74 lacs

5. Details of CSR spent during the financial year:

i. Total amount spent for the financial year: ? 135.95 lacs

ii. Amount unspent: Nil

iii. Manner in which the amount spent during the financial year is detailed below:

(Amount: ? in lacs)

Sr. Name / Details CSR project / Sector in which the Location of Projects / Amount outlay / Amount Spent Cumulative

of Implementation Activity Identified project is covered Programme (Local Area or approved Direct / expenditure upto

Agency State / District) Overheads the reporting

period

1. Muktangan Mitra Anti-Tobacco Promoting Preventive Pune 10.00 2.65 2.65

Health care

2. Centum Foundation Centum Foundation Promoting employment, Gaya, Bhojpur (Bihar) 24.00 29.40 29.40

– Masonry & enhancing vocational & Annupur, Shahdol (M.P)

Electrical works skills and livelihoods

3. LabourNet Training for After Promoting employment, Nashik & Pune 45.00 17.49 26.61

Sales Repair enhancing vocational (Maharashtra), Bangalore

Technicians skills and livelihoods (Karnataka ), Coimbatore

(Tamil Nadu), Pondicherry

(UT), Durgapur, Siliguri

and Kolkata (West Bengal)

4. Pan Himalayan Kedarnath Smriti Ensuring Environmental Ranikhet (Uttarakhand) 14.00 5.25 5.25

Grassroots Van Sustainability and

Foundation promoting its education

5. CIIE IIM-A Solar Energy Ensuring Environmental Assam (North East ) 25.00 25.00 25.00

Marketing Sustainability and

Incubation project promoting its education

6. YAATRA Science of Light Ensuring Environmental NCR–Delhi, Faridabad, 0.37 0.37 0.37

Workshops (Pilot ) Sustainability and Ghaziabad, Noida and

promoting its education Gurgaon

7. YAATRA Science of Light Ensuring Environmental NCR–Delhi, Faridabad, 9.25 4.44 4.44

Workshops Sustainability and Ghaziabad, Noida and

promoting its education Gurgaon

8. Samvaad Foundation Kalanand Art Promotion of Arts and Goa, Mumbai, Pune, 31.30 28.00 28.00

Programme Culture Bangalore, Chandigarh,

Kolkata, Indore

9. Vivekananda Rock Solarized Computer Ensuring Environmental Tezpur, Assam 20.00 7.00 7.00

Memorial & Laboratory Sustainability and

Vivekananda Kendra promoting its education

10. Public Health Chennai Relief Promoting Preventive Chennai 35.00 16.36 16.36

& Welfare Society Project Health Care

Notes:

a) All amounts mentioned above as spent relate to amounts spent through implementing agency.

b) There is no expenditure on overheads in the above list.

6. In case the Company fails to spend 2% of the average net profit of the last 3 financial years or any part thereof, the

reasons for not spending the amount shall be stated in the Board report: Not Applicable

7. Responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in

compliance with CSR objectives and Policy of the Company duly signed by Director and Chairperson of the CSR

Committee.

The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in Compliance with CSR objectives and

Policy of the Company.

Shekhar Bajaj, CMD Anant Bajaj, JMD Dr.(Smt.) Indu Shahani, ID

Chairman Member Member

DIN: 00089358 DIN: 00089460 DIN: 00112289

ANNEXURE ‘C’ TO DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT

FORM NO. MR – 3

FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2016

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Bajaj Electricals Limited

45/47, Veer Nariman Road

Mumbai 400 001

Maharashtra, India

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate

practices by Bajaj Electricals Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided

us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the

Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct

of the Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year

ended on 31 March 2016, complied with the statutory provisions listed hereunder and also that the Company has proper Board

processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for

the financial year ended on 31 March 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct

Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) viz.:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the Securities and

Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)

Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant

documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable

specifically to the Company:

(i) The Water (Prevention & Control of Pollution) Act, 1974 read with Water (Prevention & Control of Pollution) Rules, 1975.

(ii) The Legal Metrology Act, 2009 read with the Legal Metrology (Packaged Commodity) Rules, 2011

(iii) The Indian Copyright Act, 1957

(iv) The Patents Act, 1970

(v) The Trade Marks Act, 1999

(vi) Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Rules/Scheme thereunder

(vii) Employers Liability Act, 1938

(viii) Equal Remuneration Act, 1976

(ix) Employees’ State Insurance Act, 1948 and Rules made thereunder.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards I and II issued by the Institute of Company Secretaries of India;

(ii) The Listing Agreements entered into by the Company with BSE Limited (BSE) and National Stock Exchange of India Limited

(NSE); and

(iii) The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,

Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and

Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were

carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least

seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items

before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the

Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period:

The Company has allotted 1,86,550 (One lac eighty six thousand five hundred and fifty only) equity shares of ? 2 each fully paid-up,

on the following dates, to the employees of the Company on their exercise of stock options granted to them under the Company’s

ESOP Scheme and vested in their favour:

1. On 28 June 2015 - 51,570 equity shares;

2. On 26 August 2015 - 61,530 equity shares;

3. On 23 September 2015 - 26,900 equity shares; and

4. On 25 November 2015 - 46,550 equity shares

For Anant B Khamankar & Co.

Anant Khamankar

Date: 20 May 2016 FCS No. : 3198

Place: Mumbai CP No.: 1860

ANNEXURE ‘D’ TO DIRECTORS’ REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Account) Rules, 2014

and forming part of the Directors' Report for the year ended 31 March 2016.

I. Conservation of energy

(i) Steps taken or impact on conservation of energy:

• Unity power factor maintained throughout the year 2015-16.

• Variable frequency drive is fitted to 5T EOT crane at High Mast Shop for hoist operation.

• EP1 CNC Machine – Oil circulation through heat-exchanger was performed by 1 HP Motor-Pump and now the same

function is done by existing pressure return line, which has resulted in elimination of 1 HP motor.

• The electrical heating zone of the FTL Exhaust machine is modified and numbers of heaters reduced saving of approx.

30KW electricity per hour.

• Factory vacuum pipe lines modified resulting in stopping one of the pump and saving 22KW electricity per hour.

• Electrical distribution network changed and one Air Receiver installed so that one high pressure Air Compressor is

removed from the UPS. This has resulted in saving of electricity for charging of UPS batteries.

(ii) Steps taken by the Company for utilizing alternate sources of energy : Nil

(iii) Capital investment on energy conservation equipment’s:

• 30 Nos. LED Lamps are to be provided at RU2 in place of 28 watt CFL.

• RU1 Photoshop 150 Watt HPSV Lamps 28 Nos. are to be replaced with efficient LED lamps.

• Power Capacitor is to be provided to all high power intensive motors.

• Installation of variable frequency drive for Hoist Motor on EOT Crane in galvanizing RU1.

(iv) Total energy consumption and energy consumption per unit of production :

116.10 units per ton / 2839297 units per annum

(v) Impact of the energy conservation measures for reduction of energy consumption and consequent impact on the

cost of production of goods:

• Obtained PF Incentives of ? 10,76,391/- & ? 3,86,765/- for RU1 & RU2 respectively.

• Average unit per ton (RU1 & RU2) achieved in 2015-16 is 100.58 KWH/MT as compared to 101.84 KWH/MT in

2014-15.

II. Technology absorption

(i) Efforts made towards technology absorption :

Introduced new 5 star rated model, Kassels Star. Previously required wattage for this model was 75 watts, but after the

improvement efforts in the motor, now it will run on 54 watts. Thus the user of the fan will be able to save the electricity

consumption.

Star Saving Fan Model Air Delivery Watts

Star Rated Model Regular Model

5 Star Kassels Star 220 54 75

Savings of new 5 star rated products

Capacity BEE Standing

loss value as % kWh / per day days / year period new models produced* / year

Old 5 star New 5 star 24hr / considered (considered) per year - over old (KW / MW)

rating (Upto rating 45°diff (hours) hrs models

Jun 2014) (Jul 2014-

Jun 2015)

10L 0.495 0.446 0.049 2 200 400 1.63 20,847 34,050

15L 0.569 0.512 0.057 2 200 400 1.90 50,759 96,442

25L 0.693 0.624 0.069 2 200 400 2.30 52,469 1,20,679

* Quantity produced - Procured by BEL - June 2014 to March 2015 Net Savings KW 2,51,171

MW 251

Difference Usage No. of Total usage Savings of Qty. Total savings

Savings of 4 star rated products-

Capacity BEE Standing Difference Usage No. of Total usage Savings of Qty. Total savings

loss value as % KWh / per day days / year period new models produced* / year

Old 4 star New 4 star 24hr / considered (considered) per year - over old (KW / MW)

rating (Upto rating 45°diff (hours) hrs models

Jun 2014) (Jul 2014-

Jun 2015)

10L 0.594 0.491 0.103 2 200 400 3.43 19,195 65,903

15L 0.683 0.563 0.12 2 200 400 4.00 25,121 1,00,484

25L 0.832 0.686 0.146 2 200 400 4.87 24,426 1,18,873

* Quantity produced - Procured by BEL - June 2014 to March 2015 Net Savings KW 2,85,260

MW 285

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

a. GLS Production lines are modified for A55 in place of A60 shells, which has resulted in savings in raw material, packing

material and reduction in transportation cost per lamp.

b. Eyelet type is changed from oval to round in GLS lamps, which has resulted in saving of solder material by 30% per

lamp.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

- NOT APPLICABLE

(iv) the expenditure incurred on Research and Development (R&D):

(a) Capital : ? 1,479.92 lacs

(b) Recurring : ? 1,254.02 lacs

(d) Total R & D expenditure as a percentage of total turnover : 0.61%

III. Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in

terms of actual outflows.

Foreign Exchange Amount

Earned ? 3,608.07 lacs (Export sales)

Used ? 34,735.53 lacs (Import purchases)

ANNEXURE ‘E’ TO DIRECTORS’ REPORT

EXTRACT OF ANNUAL RETURN

FORM NO. MGT 9

As on financial year ended on 31 March 2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of

the Companies (Management & Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

1. CIN L31500MH1938PLC009887

2. Registration Date 14 July 1938

3. Name of the Company BAJAJ ELECTRICALS LIMITED

4. Category/Sub-category of the Company Public Company Limited by Shares /

Indian Non-Government Company

5. Address of the Registered Office & 45/47, Veer Nariman Road, Mumbai – 400 001

contact details Tel.No.: 022-22043841/3780, 61107800; Fax No.: 022-22851279

E-mail: [email protected]

Website: www.bajajelectricals.com

6. Whether listed company Yes (Listed on BSE and NSE)

7. Name, address & contact details of Link Intime India Private Limited

the Registrar & Transfer Agent, if any. C-13, Pannalal Silk Mills Compound,

L B S Marg, Bhandup (West), Mumbai 400 078

Tel.No.: 022-25943838 Fax No.: 022-25946969

E-mail: [email protected]

Website: www.linkintime.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10% or more of the

total turnover of the Company shall be stated)

Sr. Name and Description of NIC Code of the % to total turnover

No. main products/services product/service of the Company

1 Lighting 3630, 3680 22.93

2 Consumer Durables 3562, 3640, 3641, 3642,

3643, 3648, 3649 43.42

3 Engineering & Projects 3402, 3450 33.63

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and address of CIN / GLN Holding / Subsidiary / % of shares Applicable

No. the Company Associate held Section

1. Starlite Lighting Limited U31300MH1995PLC090213 Associate 19% Sections 2(6)

6, MIDC, Satpur, and 2(27) of

Trimbak Road, Nashik, the Companies

Maharashtra 422007 Act, 2013

IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity)

A) Category-wise shareholding

Category of Shareholders No. of Shares held

at the beginning of the year at the end of the year Change

Demat Physical Total % of Demat Physical Total % of during

total total the year

shares shares

A. Promoters

1. Indian

a) Individual/ HUF 22584678 - 22584678 22.41 23263878 - 23263878 23.04 0.63

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. 40954607 - 40954607 40.64 40954607 - 40954607 40.57 (0.08)

e) Banks / FIs - - - - - - - - -

f) Any other - - - - - - - - -

Total shareholding of

Indian Promoters (A1) 63539285 - 63539285 63.05 64218485 - 64218485 63.61 0.55

2. Foreign

a) Individual / HUF - - - - - - - - -

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp. - - - - - - - - -

e) Banks / FIs - - - - - - - - -

f) Any other - - - - - - - - -

Total shareholding of

foreign Promoters (A2) - - - - - - - - -

Total shareholding of

Promoters (A) = (A1)+(A2) 63539285 - 63539285 63.05 64218485 - 64218485 63.61 0.55

B. Public Shareholding

1. Institutions

a) Mutual Funds 4886267 5000 4891267 4.86 5831728 5000 5836728 5.78 0.92

b) Banks / FIs 41023 21630 62653 0.06 65402 17880 83282 0.08 0.02

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIs 14224800 156000 14380800 14.27 8626879 156000 8782879 8.70 (5.57)

h) Foreign Venture Capital

Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B1) 19152090 182630 19334720 19.19 14524009 178880 14702889 14.56 (4.63)

No. of Shares held %

Category of Shareholders No. of Shares held No. of Shares held %

at the beginning of the year at the end of the year Change

Demat Physical Total % of Demat Physical Total % of during

total total the year

shares shares

2. Non – Institutions

a) Bodies Corp.

i) Indian 1310114 14020 1324134 1.31 2706600 17770 2724370 2.70 1.39

ii) Overseas - - - - - - - -

b) Individuals

i) Individual shareholders

holding nominal share

capital upto ? 1 lac 9698077 1219956 10918033 10.84 12273114 1215521 13488635 13.36 2.52

ii) Individual shareholders

holding nominal share

capital in excess of ? 1 lac 794077 931800 1725877 1.71 1744510 750000 2494510 2.47 0.76

c) Others (specify) - - - - - - - - -

Non-Resident Indians 600907 6000 606907 0.60 605318 6000 611318 0.61 0.01

Non-Resident

(Non-Repatriables) 400331 44100 444431 0.44 490611 1500 492111 0.49 0.05

Overseas Corporate Bodies - - - - - - - - -

Foreign Nationals - - - - 42600 - 42600 0.04 0.04

Clearing Members 317887 - 317887 0.32 271920 - 271920 0.27 (0.05)

Trusts 1871952 - 1871952 1.86 1902138 - 1902138 1.88 0.02

Non-Promoter &

Non-Public 679200 - 679200 0.67 - - - - (0.67)

Sub-total (B2) 15672545 2215876 17888421 17.75 20036811 1990791 22027602 21.82 4.07

Total Public Shareholding

(B) = (B1)+(B2) 34824635 2398506 37223141 36.94 34560820 2169671 36730491 36.39 (0.55)

C. Shares held by Custodian

for GDR ADRs (C) - - - - - - - - -

Grand Total

(A)+(B )+(C) 98363920 2398506 100762426 100.00 98779305 2169671 100948976 100.00 -

B) Shareholding of Promoter

Sr. Shareholder’s Name Shareholding

at the beginning of the year at the end of the year

No. of % of total % of Shares No. of % of total % of Shares % change in

Shares shares of pledged / Shares shares of pledged / shareholding

the encumbered the encumbered during the

Company to total Company to total year

shares shares

INDIVIDUAL/ HUF

1. Anant Bajaj 4531823 4.50 - 4531823 4.49 - (0.01)

2. Deepa Bajaj 1000 0.00 - 1000 0.00 - -

3. Geetika Bajaj 8346 0.01 - 8346 0.01 - -

4. Kiran Bajaj 2677219 2.66 - 3086419 3.06 - 0.40

5. Kiran Bajaj 1210000 1.20 - 1210000 1.20 - -

6. Kriti Bajaj 90000 0.09 - 90000 0.09 - -

7. Kumud Bajaj 478200 0.47 - 638200 0.63 - 0.16

8. Madhur Bajaj 2044835 2.03 - 2044835 2.03 - -

9. Minal Bajaj 367200 0.36 - 367200 0.36 - -

10. Neelima Bajaj Swamy 110000 0.11 - 110000 0.11 - -

11. Nimisha Jaipuria 90000 0.09 - 90000 0.09 - -

12. Niraj Bajaj 1631035 1.62 - 1631035 1.62 - -

13. Niraj Bajaj 466200 0.46 - 466200 0.46 - -

14. Niravnayan Bajaj 91000 0.09 - 251000 0.25 - 0.16

15. Pooja Bajaj 100000 0.10 - 130000 0.13 - 0.03

16. Rahulkumar Bajaj 4180 0.00 - 124180 0.12 - 0.12

17. Sanjivnayan Bajaj 735 0.00 - 10735 0.01 - 0.01

18. Shefali Bajaj - - - 30000 0.03 - 0.03

19. Shekhar Bajaj 4840535 4.80 - 4841135 4.80 - -

Shareholding

Sr. Shareholder’s Name Shareholding Shareholding

at the beginning of the year at the end of the year

No. of % of total % of Shares No. of % of total % of Shares % change in

Shares shares of pledged / Shares shares of pledged / shareholding

the encumbered the encumbered during the

Company to total Company to total year

shares shares

20. Shekhar Bajaj 2536800 2.52 - 2536800 2.51 - 0.01

21. Shekhar Bajaj 240600 0.24 - - - - (0.24)

22. Suman Jain 84645 0.08 - 84645 0.08 - -

23. Suman Jain 15000 0.01 - 15000 0.01 - -

24. Sunaina Kejriwal 965325 0.96 - 965325 0.96 - -

(A) 22584678 22.41 - 23263878 23.05 - 0.64

(B) BODIES CORPORATE

25. Bachhraj And Company

Private Limited 1000 0.00 - 1000 0.00 - -

26. Bachhraj Factories Private Limited 95000 0.09 - 95000 0.09 - -

27. Bajaj Holdings & Investment

Limited 16697840 16.57 - 16697840 16.54 - (0.03)

28. Bajaj International Private Limited 800000 0.79 - 800000 0.79 - -

29. Bajaj Sevashram Private Limited 5000 0.01 - 5000 0.01 - -

30. Baroda Industries Private Limited 770000 0.76 - 770000 0.76 - -

31. Hercules Hoists Limited 554937 0.55 - 554937 0.55 - -

32. Hind Musafir Agency Limited 1258000 1.25 - 1258000 1.25 - -

33. Jamnalal Sons Private Limited 19872830 19.72 - 19872830 19.69 - (0.03)

34. Kamalnayan Investment and

Trading Private Limited 1000 0.00 - 1000 0.00 - -

35. Madhur Securities Private Limited 1000 0.00 - 1000 0.00 - -

36. Niraj Holdings Private Limited 1000 0.00 - 1000 0.00 - -

37. Rahul Securities Private Limited 415000 0.41 - 415000 0.41 - -

38. Rupa Equities Private Limited 1000 0.00 - 1000 0.00 - -

39. Sanraj Nayan Investments

Private Limited 1000 0.00 - 1000 0.00 - -

40. Shekhar Holdings Private Limited 480000 0.48 - 480000 0.48 - -

(B) 40954607 40.64 - 40954607 40.57 - (0.07)

(A) + (B) 63539285 63.06 - 64218485 63.61 - 0.55

C) Change in Promoters’ Shareholding

Sr. Name of the Shareholding Date Increase / Reason Cumulative

Promoter No. of % of Decrease in Shareholding

shares at total Shareholding during the Year

the shares No. of % of total

beginning of the shares shares

of the year Company of the

[1-4-15] / Company

end of

the year

[31-3-16]

1. Anant Bajaj 4531823 4.50 1-Apr-15

4531823 4.49 31-Mar-16

2. Deepa Bajaj 1000 0.00 1-Apr-15

1000 0.00 31-Mar-16

3. Geetika Bajaj 8346 0.01 1-Apr-15

8346 0.01 31-Mar-16

4. Kiran Bajaj 2677219 2.66 1-Apr-15

23-Sep-15 169200 Transfer 2846419 2.82

16-Mar-16 240000 Transfer (Inter se) 3086419 3.06

3086419 3.06 31-Mar-16

5. Kiran Bajaj 1210000 1.20 1-Apr-15

1210000 1.20 31-Mar-16

6. Kriti Bajaj 90000 0.09 1-Apr-15

90000 0.09 31-Mar-16

7. Kumud Bajaj 478200 0.47 1-Apr-15

23-Sep-15 160000 Transfer 638200 0.63

638200 0.63 31-Mar-16

8. Madhur Bajaj 2044835 2.03 1-Apr-15

2044835 2.03 31-Mar-16

9. Minal Bajaj 367200 0.36 1-Apr-15

367200 0.36 31-Mar-16

10. Neelima Bajaj 110000 0.11 1-Apr-15

Swamy 110000 0.11 31-Mar-16

11. Nimisha Jaipuria 90000 0.09 1-Apr-15

90000 0.09 31-Mar-16

12. Niraj Bajaj 1631035 1.62 1-Apr-15

1631035 1.62 31-Mar-16

13. Niraj Bajaj 466200 0.46 1-Apr-15

466200 0.46 31-Mar-16

14. Niravnayan Bajaj 91000 0.09 1-Apr-15

23-Sep-15 160000 Transfer 251000 0.25

251000 0.25 31-Mar-16

15. Pooja Bajaj 100000 0.10 1-Apr-15

23-Sep-15 30000 Transfer 130000 0.13

130000 0.13 31-Mar-16

16. Rahulkumar Bajaj 4180 0.00 1-Apr-15

23-Sep-15 120000 Transfer 124180 0.12

124180 0.12 31-Mar-16

17. Sanjivnayan Bajaj 735 0.00 1-Apr-15

23-Sep-15 10000 Transfer 10735 0.01

10735 0.01 31-Mar-16

18. Shefali Bajaj - - 1-Apr-15

23-Sep-15 30000 Transfer 30000 0.03

30000 0.03 31-Mar-16

19. Shekhar Bajaj 4840535 4.80 1-Apr-15

10-Sep-15 240600 Transfer (Inter se) 5081135 5.04

16-Mar-16 -240000 Transfer (Inter se) 4841135 4.80

4841135 4.80 31-Mar-16

20. Shekhar Bajaj 2536800 2.52 1-Apr-15

2536800 2.51 31-Mar-16

21. Shekhar Bajaj 240600 0.24 1-Apr-15

10-Sep-15 -240600 Transfer (Inter se) - -

- - 31-Mar-16

22. Suman Jain 84645 0.08 1-Apr-15

84645 0.08 31-Mar-16

Sr. Name of the Shareholding Date Increase / Reason Cumulative

Promoter No. of % of Decrease in Shareholding

shares at total Shareholding during the Year

the shares No. of % of total

beginning of the shares shares

of the year Company of the

[1-4-14] / Company

end of

the year

[31-3-15]

23. Suman Jain 15000 0.01 1-Apr-15

15000 0.01 31-Mar-16

24. Sunaina Kejriwal 965325 0.96 1-Apr-15

965325 0.96 31-Mar-16

25. Bachhraj And 1000 0.00 1-Apr-15

Company Private

1000 0.00 31-Mar-16

Limited

26. Bachhraj Factories 95000 0.09 1-Apr-15

Private Limited 95000 0.09 31-Mar-16

27. Bajaj Holdings & 16697840 16.57 1-Apr-15

Investment Limited 16697840 16.54 31-Mar-16

28. Bajaj International 800000 0.79 1-Apr-15

Private Limited 800000 0.79 31-Mar-16

29. Bajaj Sevashram 5000 0.01 1-Apr-15

Private Limited 5000 0.01 31-Mar-16

30. Baroda Industries 770000 0.76 1-Apr-15

Private Limited 770000 0.76 31-Mar-16

31. Hercules Hoists 554937 0.55 1-Apr-15

Limited 554937 0.55 31-Mar-16

32. Hind Musafir Agency 1258000 1.25 1-Apr-15

Limited 1258000 1.25 31-Mar-16

33. Jamnalal Sons 19872830 19.72 1-Apr-15

Private Limited 19872830 19.69 31-Mar-16

34. Kamalnayan 1000 0.00 1-Apr-15

Investment and

1000 0.00 31-Mar-16

Trading Private Ltd.

35. Madhur Securities 1000 0.00 1-Apr-15

Private Limited 1000 0.00 31-Mar-16

36. Niraj Holdings 1000 0.00 1-Apr-15

Private Limited 1000 0.00 31-Mar-16

37. Rahul Securities 415000 0.41 1-Apr-15

Private Limited 415000 0.41 31-Mar-16

38. Rupa Equities 1000 0.00 1-Apr-15

Private Limited 1000 0.00 31-Mar-16

39. Sanraj Nayan 1000 0.00 1-Apr-15

Investments

1000 0.00 31-Mar-16

Private Limited

40. Shekhar Holdings 480000 0.48 1-Apr-15

Private Limited 480000 0.48 31-Mar-16

Sr. Name of the Shareholding Date Increase / Reason Cumulative

Promoter No. of % of Decrease in Shareholding

shares at total Shareholding during the Year

the shares No. of % of total

beginning of the shares shares

of the year Company of the

[1-4-14] / Company

end of

the year

[31-3-15]

D) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

Date-wise Increase / Decrease in the Shareholding of Top 10 Shareholders during the year

Sr. Name of the Shareholding Date# Increase / Reason Cumulative

Shareholder No. of % of Decrease in Shareholding

shares at total Shareholding during the Year

the shares No. of % of total

beginning of the shares shares

of the year Company of the

[1-4-15] / Company

end of

the year

[31-3-16]

New Discovery Fund 10-Apr-15 100,330 Transfer 4107787 4.08

17-Apr-15 88773 Transfer 4196560 4.16

24-Apr-15 69818 Transfer 4266378 4.23

1-May-15 34121 Transfer 4300499 4.27

8-May-15 29403 Transfer 4329902 4.30

15-May-15 44758 Transfer 4374660 4.34

22-May-15 59987 Transfer 4434647 4.40

29-May-15 110445 Transfer 4545092 4.51

5-Jun-15 19557 Transfer 4564649 4.53

28-Aug-15 -85646 Transfer 4479003 4.44

4-Sep-15 -90170 Transfer 4388833 4.35

11-Sep-15 -78458 Transfer 4310375 4.27

18-Sep-15 -204242 Transfer 4106133 4.07

29-Jan-16 -6423 Transfer 4099710 4.06

5-Feb-16 -14415 Transfer 4085295 4.05

12-Feb-16 -117069 Transfer 3968226 3.93

19-Feb-16 -21271 Transfer 3946955 3.91

26-Feb-16 -32626 Transfer 3914329 3.88

4-Mar-16 -46300 Transfer 3868029 3.83

11-Mar-16 -1006698 Transfer 2861331 2.83

18-Mar-16 -32125 Transfer 2829206 2.80

25-Mar-16 -105248 Transfer 2723958 2.70

2216380 2.20 31-Mar-16 -507578 Transfer 2216380 2.20

2. HDFC Trustee 2587131 2.57 1-Apr-15

Company Limited - 29-May-15 100000 Transfer 2687131 2.67

HDFC Prudence 31-Jul-15 -7000 Transfer 2680131 2.67

Fund 5-Feb-16 30000 Transfer 2710131 2.68

18-Mar-16 237000 Transfer 2947131 2.92

2947131 2.92 31-Mar-16

3. Mondrian Emerging 2339462 2.32 1-Apr-15

Markets Small 9-Oct-15 -39721 Transfer 2299741 2.28

Cap Equity Fund L.P. 16-Oct-15 -299476 Transfer 2000265 1.98

23-Oct-15 -141823 Transfer 1858442 1.84

30-Oct-15 -12349 Transfer 1846093 1.83

20-Nov-15 -60000 Transfer 1786093 1.77

27-Nov-15 -132134 Transfer 1653959 1.64

4-Dec-15 -186122 Transfer 1467837 1.45

11-Dec-15 -89493 Transfer 1378344 1.37

18-Dec-15 -83817 Transfer 1294527 1.28

8-Jan-16 -78219 Transfer 1216308 1.20

15-Jan-16 -119470 Transfer 1096838 1.09

29-Jan-16 -20025 Transfer 1076813 1.07

5-Feb-16 -77000 Transfer 999813 0.99

12-Feb-16 -81866 Transfer 917947 0.91

- - 11-Mar-16 ### -200205 Transfer 717742 0.71

MFS International 4007457 3.98 1-Apr-15

4. Reliance Capital A/c - - 1-Apr-15

Trustee Co. Ltd - 11-Mar-16 1494300 Transfer 1494300 1.48

Reliance Small Cap

1494300 1.48 31-Mar-16

Fund

5. Swiss Finance 1459947 1.45 1-Apr-15

Corporation

1459947 1.45 31-Mar-16

(Mauritius) Limited

6. L And T Mutual Fund 1275157 1.27 1-Apr-15

Trustee Ltd - 12-Jun-15 -44882 Transfer 1230275 1.22

L And T Equity 26-Jun-15 -65323 Transfer 1164952 1.16

Fund 3-Jul-15 -10136 Transfer 1154816 1.15

17-Jul-15 -115541 Transfer 1039275 1.15

20-Nov-15 -61737 Transfer 977538 0.97

27-Nov-15 -202732 Transfer 774806 0.77

4-Dec-15 -99286 Transfer 675520 0.67

25-Dec-15 -46517 Transfer 629003 0.62

31-Dec-15 -57196 Transfer 571807 0.57

8-Jan-16 -29938 Transfer 541869 0.54

- - 19-Feb-16 ### -5316 Transfer 536553 0.53

7. Ontario Pension 1155190 1.15 1-Apr-15

Board - Mondrian 9-Oct-15 -22500 Transfer 1132690 1.12

Investment Partners 16-Oct-15 -152162 Transfer 980528 0.97

Limited 23-Oct-15 -81457 Transfer 899071 0.89

30-Oct-15 -10369 Transfer 888702 0.88

27-Nov-15 -95166 Transfer 793536 0.79

4-Dec-15 -50768 Transfer 742768 0.74

11-Dec-15 -76063 Transfer 666705 0.66

18-Dec-15 -43420 Transfer 623285 0.62

8-Jan-16 -48026 Transfer 575259 0.57

15-Jan-16 -69711 Transfer 505548 0.50

- - 5-Feb-16 ### -34141 Transfer 471407 0.47

8. UTI Mid Cap Fund 1023455 1.02 1-Apr-15

10-Apr-15 96823 Transfer 1120278 1.11

26-Jun-15 -45000 Transfer 1075278 1.07

9-Oct-15 5000 Transfer 1080278 1.07

1080278 1.07 31-Mar-16

9. Ocean Dial Gateway - - 1-Apr-15

to India Mauritius 23-Mar-16 1000000 Transfer 1000000 0.99

Limited 1000000 0.99 31-Mar-16

10. Merrill Lynch Capital 999529 0.99 1-Apr-15

Markets Espana 10-Apr-15 38307 Transfer 1037836 1.03

S.A. S.V. 17-Apr-15 48453 Transfer 1086289 1.08

24-Apr-15 32085 Transfer 1118374 1.11

1-May-15 14135 Transfer 1132509 1.12

8-May-15 12137 Transfer 1144646 1.14

15-May-15 18566 Transfer 1163212 1.15

22-May-15 24750 Transfer 1187962 1.18

Sr. Name of the Shareholding Date# Increase / Reason Cumulative

Shareholder No. of % of Decrease in Shareholding

shares at total Shareholding during the Year

the shares No. of % of total

beginning of the shares shares

of the year Company of the

[1-4-15] / Company

end of

the year

[31-3-16]

29-May-15 45767 Transfer 1233729 1.22

5-Jun-15 8158 Transfer 1241887 1.23

3-Jul-15 -24292 Transfer 1217595 1.21

10-Jul-15 -154417 Transfer 1063178 1.05

17-Jul-15 -77562 Transfer 985616 0.98

24-Jul-15 -146341 Transfer 839275 0.83

31-Jul-15 -171217 Transfer 671505 0.67

7-Aug-15 -186665 Transfer 481393 0.48

28-Aug-15 -8832 Transfer 472561 0.47

4-Sep-15 -9331 Transfer 463230 0.46

11-Sep-15 -8051 Transfer 455179 0.45

18-Sep-15 -21074 Transfer 434105 0.43

20-Nov-15 -6200 Transfer 427905 0.42

11-Dec-15 ### 10007 Transfer 437912 0.42

11. Bajaj Auto Employees 961900 0.95 1-Apr-15

Welfare Fund No 2 961900 0.95 31-Mar-16

12. Lansforsakringar 692223 0.69 1-Apr-15

Fondforvaltning 26-Jun-15 -55282 Transfer 636941 0.63

Aktiebolag A/C 17-Jul-15 -78525 Transfer 558416 0.55

Lansforsakringar 4-Sep-15 -46851 Transfer 511565 0.51

Asienfond 11-Sep-15 -21238 Transfer 490327 0.49

490327 0.49 31-Mar-16

13. Morgan Stanley 659354 0.65 1-Apr-15

Asia (Singapore) Pte. 10-Apr-15 95728 Transfer 755082 0.75

17-Apr-15 20339 Transfer 775421 0.77

24-Apr-15 12874 Transfer 788295 0.78

1-May-15 16963 Transfer 805258 0.80

29-May-15 -35000 Transfer 770258 0.76

5-Jun-15 -35924 Transfer 734334 0.73

19-Jun-15 -36807 Transfer 697527 0.69

26-Jun-15 -26022 Transfer 671505 0.67

21-Aug-15 939 Transfer 672444 0.67

9-Oct-15 -939 Transfer 671505 0.67

27-Nov-15 35000 Transfer 706505 0.70

4-Dec-15 25000 Transfer 731505 0.72

11-Dec-15 50000 Transfer 781505 0.77

18-Dec-15 17836 Transfer 799341 0.79

31-Dec-15 -15000 Transfer 784341 0.78

8-Jan-16 -9000 Transfer 775341 0.77

12-Feb-16 -81000 Transfer 694341 0.69

19-Feb-16 30807 Transfer 725148 0.72

4-Mar-16 -6804 Transfer 718344 0.71

11-Mar-16 -1938 Transfer 716406 0.71

18-Mar-16 -9834 Transfer 706572 0.70

706572 0.70 31-Mar-16

14. Bajaj Auto Employees 500000 0.50 1-Apr-15

Welfare Fund No 1 500000 0.50 31-Mar-16

# Date as per weekly Benpo data received from RTA.

## Benpo Date when the said party first appeared in the list of “Top 10 Shareholders”.

### Benpo Date when the said party last appeared in the list of “Top 10 Shareholders”.

Sr. Name of the Shareholding Date# Increase / Reason Cumulative

Shareholder No. of % of Decrease in Shareholding

shares at total Shareholding during the Year

the shares No. of % of total

beginning of the shares shares

of the year Company of the

[1-4-15] / Company

end of

the year

[31-3-16]

E) Shareholding of Directors and Key Managerial Personnel:

Sr. Shareholding of Shareholding Date Increase / Reason Cumulative

each Directors and No. of % of Decrease in Shareholding

each Key shares at total Shareholding during the Year

Managerial the shares No. of % of total

Personnel (KMP) beginning of the shares shares

of the year Company of the

[1-4-15] / Company

end of

the year

[31-3-16]

1. Shekhar Bajaj, 7617935 7.56 1-Apr-15

Chairman & 10-Sep-15 -240600 Transfer (Inter se)

Managing Director 10-Sep-15 240600 Transfer (Inter se) 7617935 7.56

(Director & KMP)* 16-Mar-16 -240000 Transfer (Inter se) 7377935 7.31

7377935 7.31 31-Mar-16

2. Anant Bajaj, Joint 4531823 4.50 1-Apr-15

Managing Director 4531823 4.49 31-Mar-16

3. Madhur Bajaj, Non- 2044835 2.03 1-Apr-15

Executive Director 2044835 2.03 31-Mar-16

4. H. V. Goenka, - - 1-Apr-15

Independent Director - - 31-Mar-16

5. Ashok Jalan, - - 1-Apr-15

Independent Director - - 31-Mar-16

6. V. B. Haribhakti, - - 1-Apr-15

Independent Director - - 31-Mar-16

7. Dr.(Smt.) Indu Shahani, - - 1-Apr-15

Independent Director - - 31-Mar-16

8. Dr. R.P. Singh, - - 1-Apr-15

Independent Director - - 31-Mar-16

9. Anant Purandare, 22000 0.02 1-Apr-15

Executive 29-Jun-15 7500 ESOP 29500 0.03

Vice President 30-Sep-15 -2654 Transfer 26846 0.03

& CFO (KMP) 26846 0.03 31-Mar-16

10. Mangesh Patil, 17390 0.02 1-Apr-15

Vice President – 1-Jun-15 -3000 Transfer 14390 0.01

Legal & Company 26-Nov-15 7500 ESOP 21890 0.02

Secretary (KMP) 22-Mar-16 -11000 Transfer 10890 0.01

10890 0.01 31-Mar-16

* Considering 2536800 equity shares held on account of Bajaj Trading Co. and 240600 equity shares which were held on account of

Ramkrishna Bajaj HUF.

V. INDEBTEDNESS - Indebtedness of the Company including interest outstanding / accrued but not due for payment.

( ? in Lacs)

Particulars Secured Loans Unsecured Total

excluding deposits Loans Deposits* Indebtedness

Indebtedness at the beginning of the financial year

(i) Principal Amount 3,06,64.69 10,233.24 - 40,897.93

(ii) Interest due but not paid - 40.89 - 40.89

(iii) Interest accrued but not due 1,145.15 1.12 - 1,146.27

Total [(i) +(ii)+(iii)] 31,809.84 10,275.25 - 42,085.09

Change in Indebtedness during the financial year

Addition 12,360.89 61,262.30 - 73,623.19

Reduction 23,320.30 64,749.80 - 87,070.10

Net Change (9,959.41) (3,487.50) - (13,446.91)

Amount:

(Amount: ? in Lacs)

Particulars Secured Loans Unsecured Total

excluding deposits Loans Deposits* Indebtedness

Indebtedness at the end of the financial year

(i) Principal Amount 20,705.27 6,745.75 - 27,451.02

(ii) Interest due but not paid - 34.19 - 34.19

(iii) Interest accrued but not due 2,375.18 4.05 - 2,379.23

Total [(i)+(ii)+(iii)] 23,080.45 6,783.99 - 29,864.44

* As on 31.03.2016 the Company has transferred all unclaimed deposits and interest thereon to Investor Education and Protection

Fund.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Amount: ? in Lacs)

Sr. Particulars of Remuneration Shekhar Bajaj, Anant Bajaj, Total

Chairman & Joint Managing

Managing Director Director

Gross salary

1. (a) Salary as per the provisions contained in

Section 17(1) of the Income-tax Act, 1961 185.74 122.03 307.77

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 34.18 21.90 56.08

Act, 1961 - - -

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission for FY 2015-16 (Provided) 344.58 172.29 516.87

as % of profit 2.00 1.00 3.00

others, specify… - - -

5. Others, please specify - - -

Total (A) 564.50 316.22 880.72

Ceiling as per the Act ? 1,722.90 lacs (being 10% of the net profits of the

Company calculated as per Section 198 of the Act)

B. Remuneration to other Directors

B1. Independent Directors (Amount: ? in Lacs)

Particulars of H. V. Ashok V. B. Dr. (Smt.) Dr. R. P. *Anuj *Siddharth

Remuneration Goenka Jalan Haribhakti Indu Shahani Singh Poddar Mehta Total

Sitting fees for attending

Board / Committee Meetings 3.70 7.60 6.80 4.80 3.20 - - 26.10

Commission for FY 2015-16

(Provided) 3.50 6.00 6.00 4.00 3.00 - - 22.50

Others, please specify - - - - - - - -

Total (B1) 7.20 13.60 12.80 8.80 6.20 - - 48.60

* Appointed as an Additional Director in the category ‘Non-Executive Independent Director’ w.e.f. 30 May 2016.

B2. Other Non-Executive Directors (Amount: ? in Lacs)

Particulars of Remuneration Madhur Bajaj Total

Sitting fees for attending Board / Committee Meetings 2.00 2.00

Commission for FY 2015-16 (Provided) 2.00 2.00

Others, please specify - -

Total (B2) 4.00 4.00

Total Managerial Remuneration (B1) + (B2) 52.60

Overall Ceiling as per the Act** 200.38

** Being 1% of the net profits of the Company calculated as per Section 198 of the Act (i.e. ?172.28 lacs) plus amount of sitting fees paid

to the non-executive directors (i.e. ?28.10 lacs). he sitting fees paid shall not

be considered while computing the said ceiling of 1%.

Pursuant to the provisions of Section 197(2) of the Act, t

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Amount: ? in Lacs)

Sr. Particulars of Remuneration Anant Purandare, Mangesh Patil, Total

Executive Vice President Vice President -

& CFO Legal &

Company Secretary

1 Gross salary

(a) Salary as per the provisions contained in

Section 17(1) of the Income-tax Act, 1961 62.39 50.78 113.17

(b) Value of perquisites u/s 17(2) of the

Income-tax Act, 1961 3.01 2.66 5.67

Income- tax Act, 1961 - - -

2. Stock Option 3.58 4.11 7.69

3. Sweat Equity - - -

4. Commission for FY 2015-16 (Provided) - - -

as % of profit - - -

others, specify… - - -

5. Others, please specify - - -

Total 68.98 57.55 126.53

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

(Amount: ? in Lacs)

Type Section of the

Companies Act Description Punishment/ [RD / NCLT/ if any

Compounding COURT] (give details)

fees imposed

A. COMPANY

Penalty

Punishment None

Compounding

B. DIRECTORS

Penalty

Punishment None

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment None

Compounding

Brief Details of Penalty / Authority Appeal made,

Annexure ‘F’ to Directors’ Report

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

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for FY

2015-16 & the percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer,

Company Secretary or Manager, if any, in the said financial year:

Director Remuneration

(Amt.: ? in lacs) to Median remuneration in Remuneration

2015-16 2014-15

Shekhar Bajaj, Chairman & Managing Director 564.50 134.91 86.23 : 1 318.43%

Anant Bajaj, Joint Managing Director 316.22 94.38 48.30 : 1 235.05%

H. V. Goenka, Independent Director 7.20 3.90 1.10 : 1

Ashok Jalan, Independent Director 13.60 13.20 2.08 : 1

V.B.Haribhakti, Independent Director 12.80 11.80 1.96 : 1

Dr.(Smt.) Indu Shahani, Independent Director 8.80 10.00 1.34 : 1 Refer Note 1

Dr. R.P. Singh, Independent Director 6.20 6.10 0.95 : 1

Madhur Bajaj, Non-Executive Director 4.00 4.70 0.61 : 1

Anuj Poddar [Refer Note 2] - - N.A.

Siddharth Mehta [Refer Note 2] - - N.A.

Anant Purandare, Chief Financial Officer 68.98 79.18 10.54 : 1 -12.88%

Mangesh Patil, Company Secretary &

Head Compliance 57.55 58.36 8.79 : 1 -1.39%

Notes:

1. No increase in the Sitting Fees / Commission payable to the Non-Executive Directors during FY 2015-16. However, effective

01 April 2016, the sitting fees payable to the Non-Executive Directors for attending the meetings are revised as under:

(i) Board Meeting – ? 1,00,000/- per meeting (100% increase);

(ii) Audit Committee Meeting - ? 1,00,000/- per meeting (100% increase);

(iii) Other Committees Meetings – ? 50,000/- per meeting (150% increase).

Effective 01 April 2016, the Commission payable to the Non-Executive Directors for attending Board and Audit Committee

Meetings is ? 1,00,000 (100% increase).

2. Appointed as an Additional Director w.e.f. 30 May 2016.

(ii) The percentage increase in the median remuneration of employees in the financial year: 9.98%

(iii) The number of permanent employees on the rolls of Company as on 31 March 2016: 2,792

(iv) The explanation on the relationship between average increase in remuneration and Company performance:

Remuneration of employees has a close linkage with the performance of the Company. The performance pay policy links the

performance pay of each officer to his/her individual, business unit and overall Company's performance on parameters aligned

to Company's objectives.

The compensation structure is benchmarked from time to time and salary increase during the year are aligned to market forces.

(v) Ratio of Remuneration of Key Managerial Personnel (KMP) against the performance of the Company:

Whole-time Remuneration Ratio to median Change Ratio of 2015-16

Directors & KMP (Amt.: ? in lacs) Remuneration (%) Remuneration to

2015-16 2014-15 Revenue Net Profit

Shekhar Bajaj,

CEO & MD 564.50 134.91 86.23 : 1 318.43 0.00122 : 1 0.05905 : 1

Anant Purandare,

Chief Financial Officer 68.98 79.18 10.54 : 1 -12.88 0.00015 : 1 0.00722 : 1

Mangesh Patil,

Company Secretary & 57.55 58.36 8.79 : 1 -1.39 0.00012 : 1 0.00602 : 1

Head Compliance

(vi) The ratio of remuneration of the highest paid Director to that employees who are not Directors but receive

remuneration in excess of the highest paid Directors during year – Not Applicable

(vii) We affirm that the remuneration paid to Directors, Key Managerial Personnel and employees is as per the

Remuneration Policy of the Company.

Ratio of remuneration Percentage Increase

(viii) Other information:

As at

31 March 2016 31 March 2015 Variation

Market Capitalisation of the Company (? in crore) 1,918.03 2,329.12 (411.09)

Price Earning Ratio 19.95 * N.A.

Percentage increase over decrease in the market quotations of the Last public offer # (right issue) of the Company was

shares of the Company in comparison to the rate at which the Company made in October, 2003. Since then the equity share of

came out with the last public offer in case of listed companies the Company has given 7514% (75.14 times) returns

to its loyal investors.

* N.A. since the EPS of the Company was negative during this period.

# QIP not considered as public offer.

Annexure ‘G’ to Directors’ Report

Form AOC-I

(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part “A”: Subsidiaries

Information in respect of each subsidiary to be presented

1. Sl. No.

2. Name of the subsidiary

3. Reporting period for the subsidiary concerned, if different from

the holding company’s reporting period

4. Reporting currency and Exchange rate as on the last date of

the relevant Financial year in the case of foreign subsidiaries.

5. Share capital

6. Reserves & surplus

7. Total assets Not Applicable

8. Total Liabilities

9. Investments

10. Turnover

11. Profit before taxation

12. Provision for taxation

13. Profit after taxation

14. Proposed Dividend

15. % of shareholding

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations

2. Names of subsidiaries which have been liquidated or sold during the year.

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associate STARLITE LIGHTING LIMITED

1. Latest audited Balance Sheet Date 31 March 2016

2. Shares of Associate held by the Company on the year end

Number of equity shares 23,75,000

Amount of Investment in Associate ? 445.31 lacs

Extend of Holding (%) 19.00

3. Description of how there is significant influence “Significant influence” means a control of at least twenty per

cent of total share capital, or of business decisions under an

agreement. Though, the holding of the Company in the equity

share capital of Starlite Lighting Limited (SLL) is less than 20%,

the Company is in a position to influence the operating and

financial policies of SLL and hence the financial statements of

SLL are consolidated with the Company’s financial statements

considering it as an Associate of the Company.

4. Reason why the associate/joint venture is not consolidated N.A.

5. Networth attributable to Shareholding as per latest audited ? 932.08 lacs

Balance Sheet

6. Profit/(Loss) for the year

i. Considered in Consolidation ? 116.40 lacs

ii. Not Considered in Consolidation -

As at

REPORT ON CORPORATE GOVERNANCE

Company’s Philosophy on Corporate Governance

“Trust builds quality. Quality builds satisfaction. Satisfaction builds relationships. Relationships build trust.

We at Bajaj Electricals believe in….A Tradition of Trust.”

The ethical values is the foundation of Company’s governance philosophy which over the past 76 years of the Company’s existence

has become a part of its culture. We believe that in business, there is something more important than just top line and bottom line and

hence, each of us needs to strive towards producing our very best in all we do so that, we not only fulfill the needs of each and every

consumer, but also far exceed their expectations. This is what has set us apart and this may be the very reason that we have been

able to enjoy a very special relationship with our consumers. After all, when you strive, with every sinew to be the best you can be, it

will show.

Corporate Governance is about commitment to values and ethical business conduct. Transparency and accountability are the two

basic tenets of Corporate Governance. The Company firmly believes in and has consistently practiced good Corporate Governance

for the past several years for the efficient conduct of its business and in meeting its obligations towards all its stakeholders including

amongst others, shareholders, customers, employees and the community in which the Company operates. The Company’s focus on

sustainable development, its customer centric approach to creating value for the customers by ensuring product quality and service

offerings together with its outreach to communities it impacts through CSR activities has enabled your Company to earn the trust and

goodwill of its investors, business partners, employees and other stakeholders.

SEBI vide its Notification No.SEBI/LAD-NRO/GN/2015-16/013 dated 02 September 2015 notified the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) to be applicable

with effect from 01 December 2015.

This Report on compliance with the principles of Corporate Governance as prescribed by SEBI in Chapter IV read with Schedule V of

SEBI LODR Regulations is given below :

Corporate Governance Structure

The Company has three tiers of Corporate Governance structure, viz.:

(i) Strategic Supervision – by the Board of Directors and the Committees of the Board at the apex level.

(ii) Executive Management – by the Corporate Management comprising the Executive Directors.

(iii) Operational Management – by the Strategic Business Unit (SBU) Heads.

The three-tier corporate governance structure not only ensures greater management accountability and credibility but also facilitates

increased business autonomy, performance, discipline and development of business leaders and brings about a conducing

environment for value creation through sustainable profitable growth.

Roles of various constituents of Corporate Governance in the Company

a. Board of Directors (Board):

The Board is entrusted with the ultimate responsibility of the management, general affairs, direction and performance of the

Company and has been vested with the requisite powers, authorities and duties. The Board reviews and approves

management's strategic business plan & business objectives and monitors the Company's strategic direction. The Board

composition and size is robust and enables it to deal competently with emerging business issues and exercise independent

judgement. The majority of the Directors on the Board are Independent Directors who have considerable expertise and

experience in their respective fields.

b. Corporate Management Committee (CMC):

The main function of the CMC is strategic management of the Company's businesses within the Board approved direction and

framework, ensuring that effective systems are in place for appropriate reporting to the Board on important matters. The CMC is

headed by the Chairman & Managing Director and has business & functional heads as its members, which looks after the

management of the day-to-day affairs of the Company.

c. Chairman & Managing Director (CMD):

The CMD is the Chairman of the Board as also the Chief Executive Officer of the Company. His primary role is to provide

leadership to the Board and CMC for realizing the approved strategic business plan and business objectives. He presides over

the meetings of the Board and the Shareholders.

d. Joint Managing Director (JMD):

The JMD, as the member of the Board and CMC, contributes to the strategic management of the Company's businesses within

Board approved direction and framework. He assumes overall responsibility for strategic management of business and

corporate functions including its governance processes and top management effectiveness.

e. Non-Executive Directors (NEDs):

NEDs play a vital role in improving the Board effectiveness with their independent judgment on issues of strategy, performance,

resources, standards of conduct, etc., besides providing the Board with valuable inputs.

THE BOARD OF DIRECTORS

In keeping with the commitment of the management for the principle of integrity and transparency in business operations for good

corporate governance, the Company's policy is to have an appropriate blend of executive and independent directors to maintain the

independence of the Board and to separate the Board functions of governance and management.

Composition and Category of Directors

The Board comprises such number of Executive, Non-Executive and Independent Directors including one Woman Director as

required under applicable legislation. The Board of Directors of the Company comprises of ten directors, of whom one is Executive

Chairman & Managing Director, one is Executive Joint Managing Director and eight Non-Executive Directors of which seven

Directors are Independent (including one woman director).

During the year under review, Shri Anant Bajaj was re-appointed as the Joint Managing Director of the Company for a further period

of five years w.e.f. 01 February 2016. His appointment was approved by the shareholders by way of a special resolution passed

through postal ballot.

Further, the Board of Directors has, in its meetings held on 30 May 2016, appointed Shri Anuj Poddar and Shri Siddharth Mehta, as

Additional Directors of the Company in the category of Non-Executive Independent Directors.

According to Regulation 17 of the SEBI LODR Regulations, in case the Company does not have a regular non-executive Chairman,

at least half of the Board should consist of independent directors. Table 1 below shows that the Company is in compliance with the

requirements.

Meetings of the Board

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other business. The

Board/Committee meetings are pre-scheduled and a tentative annual calendar for the meetings of the Board and Board

Committee(s), is circulated to the Directors well in advance in order to facilitate and assist the Directors to plan their schedules for the

meetings. Additional meetings are held, when considered necessary. However, in case of a special and urgent business need, the

Board's approval is taken by passing resolution(s) by circulation, as permitted by law, which is/are confirmed in the next Board

Meeting.

During FY 2015-16, the Board met 7 times, viz. 28 May 2015, 06 August 2015, 05 November 2015, 23 November 2015, 10 February

2016, 10 March 2016 & 30 March 2016. The interval between any two meetings was well within the maximum allowed gap of one

hundred and twenty days.

Attendance record of directors at Board Meetings and AGM

Table 1: Composition of the Board and attendance record of Directors during FY 2015-16

Name of Director Category Relationship with

other Directors Attended last AGM

Shekhar Bajaj Promoter;

Non-Independent; Executive brother of Madhur Bajaj 7 / 7 Yes

Anant Bajaj Promoter; Son of Shekhar Bajaj and

Non-Independent; Executive nephew of Madhur Bajaj 6 / 7 Yes

Madhur Bajaj Promoter; Non- Brother of Shekhar Bajaj

Independent; Non-Executive and uncle of Anant Bajaj 4 / 7 Yes

H.V.Goenka Independent; Non-Executive -- 7 / 7 Yes

Ashok Jalan Independent; Non-Executive -- 7 / 7 Yes

V.B.Haribhakti Independent; Non-Executive -- 7 / 7 Yes

Dr. (Smt.) Indu Shahani Independent; Non-Executive -- 5 / 7 Yes

Dr. R.P.Singh Independent; Non-Executive -- 6 / 7 Yes

Anuj Poddar* Independent; Non-Executive -- N.A. N.A.

Siddharth Mehta* Independent; Non-Executive -- N.A. N.A.

* Appointed as an Additional Director w.e.f. 30 May 2016

Pecuniary relationship or transactions of non-executive directors

During the year under review, there were no pecuniary relationships or transactions with any non-executive directors of the

Company except for the sitting fees and commission paid/payable to them for the Board and the Committee Meetings attended by

them, wherever applicable.

The register of contracts is maintained by the Company under Section 189 of the Companies Act, 2013 ("the Act") and the same is

signed by all the directors present at the respective Board meetings.

Board Meetings Whether attended

Father of Anant Bajaj and

A statement showing the disclosure of transactions with related parties as required under Accounting Standard – 18 is set out

separately in this annual report..

Information supplied to the Board

The notice of the Board Meeting is given to all the Directors at least fifteen days before the meeting. Meetings of the Board are held in

Mumbai. The Agenda for Board/Committees Meetings are set by the Company Secretary in consultation with the Chairman of the

Board/Committees. In advance of each meeting, the Board is presented with relevant information on various matters related to the

working of the Company, especially those that require deliberation at the highest level. Presentations are also made to the Board by

different functional heads on important matters from time to time. Directors have separate and independent access to officers of the

Company. In addition to items which are required to be placed before the Board for its noting and/or approval, information is provided

on various significant items. In terms of quality and importance, the information supplied by the management to the Board of the

Company is far ahead of the list mandated under Schedule II of the SEBI LODR Regulations. In addition to the matters statutorily

required to be placed before the Board for its approval, all other matters of significant importance are also considered by the Board.

The Board periodically reviews the items required to be placed before it and in particular reviews and approves quarterly/half yearly

unaudited financial statements and the annual audited financial statements, corporate strategies, business plans, annual budgets,

projects and capital expenditure. It monitors overall operating performance and reviews such other items which require Board’s

attention. It directs and guides the activities of the management towards the set goals and seeks accountability. It also sets standards

of corporate behaviour, ensures transparency in corporate dealings and compliance with laws and regulations.

The draft minutes of the proceedings of the meetings of the Board/Committees are circulated amongst the members of the

Board/Committees. Comments and suggestions, if any, received from the Directors/Members of the Committees are incorporated in

the minutes, in consultation with the Chairman of the Board/Committees. The minutes are confirmed by the members of the

Board/Committees at the next Board/Committees meeting.

Orderly succession to Board and Senior Management

The Board of the Company satisfied itself that the plans are in place for orderly succession for appointments to the Board and to the

Senior Management.

Directorships and memberships of Board/Committees

Table 2: Names and categories of Directors as also the number of directorships/committee positions of directors:

Name of Director Directorships Committee positions in listed &

unlisted public limited companies

In listed In unlisted

companies public limited companies Chairman Member

Shekhar Bajaj 3 4 - 1

Anant Bajaj 1 2 - -

Madhur Bajaj 6 - - -

H.V.Goenka 5 3 - -

Ashok Jalan 2 3 - 1

V.B.Haribhakti 3 2 3 2

Dr. (Smt.) Indu Shahani 4 2 1 5

Dr. R.P.Singh 1 - - -

Anuj Poddar* 1 - - -

Siddharth Mehta* 2 - - -

* Appointed as an Additional Director w.e.f. 30 May 2016

Notes:

• None of the directors holds office as a director, including as alternate director, in more than 20 Companies at the same time. None of them

has Directorships in more than 10 public companies. For reckoning the limit of public companies, directorship of private companies that are

either holding or subsidiary of a public company is included.

• As per declarations received, none of the Directors serves as an Independent Director in more than 7 listed companies. Further, none of

the Directors serving as a whole-time director in any listed company serves as an Independent Director in more than 3 listed companies.

• None of the Directors was a member in more than 10 committees nor a Chairman in more than 5 committees across all companies, in

which he/she was a director.

• Private limited companies, foreign companies and companies under Section 8 of the Act are excluded for the above purposes. Only Audit

Committee and Stakeholders’ Relationship Committee are considered for the purpose of reckoning committee positions.

As As

Board Diversity Policy

In compliance with the provisions of Regulation 19 of the SEBI LODR Regulations, the Nomination and Remuneration Committee of

the Board has devised a policy on Board Diversity with the objective to ensure that the Board is comprised of adequate number of

members with diverse experience, knowledge, skills, perspective, background, gender, age and culture, such that it best serves the

governance and strategic needs of the Company and the said Policy is approved by the Board. Your Company has over the years

been fortunate to have eminent persons from diverse fields as Directors on its Board and therefore, the composition of the Board of

the Company at present meets with the above objective.

Under the said Policy, the Committee while recommending appointment of Directors shall keep in view the following:

i) The persons being recommended are persons of eminence in areas such as profession, business, industry, finance, law,

administration, research etc., and bring with them experience/skills which add value to the performance of the Board with

greater diversity.

ii) Recommendations shall be purely on merit and no discrimination shall be made based on race, colour, religion or gender.

The Board Diversity Policy is placed on the Company's website: www.bajajelectricals.com.

Independent Directors

Independent Directors play an important role in the governance processes of the Board. They bring to bear their expertise and

experience on the deliberations of the Board. This enriches the decision making process at the Board with different points of view and

experiences and prevents conflicts of interest in the decision making process.

The appointment of the Independent Directors is carried out in a structured manner. The Nomination & Remuneration Committee

identifies potential candidates based on certain laid down criteria and takes into consideration the diversity of the Board.

The Independent Directors have been appointed for a fixed tenure of five years from their respective dates of appointment.

None of the Independent Directors serve as “Independent Directors” in more than seven listed companies.

The Independent Directors have confirmed that they meet with the criteria of independence laid down under the Act and the SEBI

LODR Regulations.

In compliance with Schedule IV to the Act & Regulation 25 of the SEBI LODR Regulations, during the year under review, one

separate meeting of the Independent Directors was held on 30 March 2016, inter-alia, to :

(a) review the performance of non-independent directors and the Board as a whole;

(b) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-

executive directors; and

(c) assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is

necessary for the Board to effectively and reasonably perform their duties.

The Independent directors deliberated on the above and expressed their satisfaction.

Table 3: Attendance record of the Independent Directors’ Meeting during FY 2015-16:

Name of the Independent Director Meeting(s) attended

H.V.Goenka 1 / 1

Ashok Jalan 1 / 1

V.B.Haribhakti 1 / 1

Dr. (Smt.) Indu Shahani 1 / 1

Dr. R.P.Singh 1 / 1

Anuj Poddar * N.A.

Siddharth Mehta * N.A.

* Appointed w.e.f. 30 May 2016

Induction programme for new Directors and familiarisation programme for Independent Directors

An appropriate induction programme for new Directors and ongoing familiarisation with respect to the business/working of the

Company for all Directors is a major contributor for meaningful Board level deliberations and sound business decisions.

At the time of appointing a Director, a formal letter of appointment is given to him/her which, inter alia, explains his/her role, function,

duties and responsibilities and the Board’s expectations from him/her as a Director of the Company. The Director is also explained in

detail the compliances required from him/her under the Act, SEBI Regulations and other relevant regulations and his/her affirmation

taken with respect to the same.

By way of an introduction to the Company, the Director is shared with the organisation structure of the Company, the functioning of

various business units and department, the Company’s market share and the markets in which it operates, latest Annual Report, a

house magazine on the CSR activities pursued by the Company and other relevant information pertaining to the Company’s

business.

The above initiatives help the Director to understand the Company, its business and the regulatory framework in which the Company

operates and equips him/her to effectively fulfil his/her role as a Director of the Company.

As required under Regulation 25 of the SEBI LODR Regulations, the Company held various familiarisation programmes for the

Independent Directors throughout the year on an ongoing and continuous basis with a view to familiarising the independent directors

with the Company’s operations. The familiarisation programmes carried out during the year include:-

1. Presentations made by business and functional heads of the Company from time to time on different functions and areas.

2. Presentations made and deliberations held from time to time on major changes and developments in the Act and SEBI LODR

Regulations.

The familiarisation programme of the Company for its Independent Directors has been disclosed on the Company’s website:

www.bajajelectricals.com.

Performance Evaluation of the Board/Committees and Individual Directors

Pursuant to the provisions of the Act and the SEBI LODR Regulations, the Board has carried out an annual performance evaluation

of its own performance, and that of its Committees and individual directors based on the following criteria for performance evaluation

laid down by the Nomination & Remuneration Committee:

Part A: For Board & Committees of Board

1. Composition with requisite number of Independent Directors (and woman director in the case of Board);

2. Frequency of meetings;

3. Discharge of the key functions prescribed under law;

4. Discharge of the other responsibilities prescribed under law;

5. Monitoring the effectiveness of corporate governance practices;

6. Ensuring the integrity of the Company’s accounting and financial reporting systems, independent audit, internal audit and risk

management systems (for Board and Audit Committee);

7. Working in the interests of all the stakeholders of the Company.

Part B: For Directors

1. Attendance and participation;

2. Pro-active and positive approach with regard to Board and Senior Management particularly the arrangements for management

of risk and the steps needed to meet challenges from the competition;

3. Maintaining confidentiality;

4. Acting in good faith and in the interests of the Company as a whole;

5. Exercising duties with due diligence and reasonable care;

6. Complying with legislations and regulations in letter and spirit;

7. Openness to ideas, perspectives and opinions and ability to challenge old practices and throwing up new ideas for discussion;

8. Maintaining relationships of mutual trust and respect with Board members;

9. Capacity to effectively examine financial and other information on operations of the Company and the ability to make positive

contribution thereon.

Manner in which such formal annual evaluation was done is given below:

• Based on the annual performance evaluation criteria approved by the Board, rating sheets were filled in by each of the directors

towards the end of the year with regard to evaluation of performance of the Board, its Committees and Directors (except for the

director being evaluated) for the year under review.

• A consolidated summary of the ratings given by each of the directors was then prepared, based on which a report of

performance evaluation was prepared by the Chairman in respect of the performance of the Board, its Committees and

Directors during the year under review.

• The report of performance evaluation so arrived at was then discussed and noted by the Board at its meetings held in March

2016.

• As per the report of performance evaluation, the Board shall determine inter-alia whether to continue the term of appointment of

the director. During the year under review, there was no occasion to decide on the continuance of the term of appointment of

any of the directors and hence the question of taking a decision on their re-appointment did not arise.

Review of legal compliance reports

During the year, the Board periodically reviewed compliance reports with respect to the various laws applicable to the Company, as

prepared and placed before it by the management.

AUDIT COMMITTEE

Constitution and composition

The Company set up its independent Audit Committee way back in 1998. Since then, the Company has been reviewing and making

appropriate changes in the composition and working of the Committee from time to time to bring about greater effectiveness and to

comply with various requirements under the Act and SEBI Regulations.

All members of the Audit Committee are independent, non-executive directors and possess the requisite qualification for

appointment on the Committee and have sound knowledge of finance, accounting practices and internal controls. The Company

Secretary acts as the secretary to the Audit Committee.

The terms of reference of the Audit Committee are extensive and as stated below, go beyond what is mandated in Regulation 18 of

the SEBI LODR Regulations and Section 177 of the Act.

Role & Responsibilities of Committee:

a) Hold discussions with the Auditors periodically about internal control systems, the scope of audit including the observations of

the auditors and review the quarterly, half yearly and annual financial statements before submission to the Board and also

ensure compliance of internal control systems;

b) To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial

statements are correct, sufficient and credible;

c) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of statutory auditor

and their terms of appointment;

d) Reviewing with the management the quarterly, half-yearly and annual financial statements before submission to the Board,

focusing primarily on –

• Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of

clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013

• Any changes in accounting policies and practices and reasons for the same.

• Major accounting entries involving estimates based on exercise of judgement by management.

• Qualifications in draft audit report.

• Significant adjustments made in the financial statements arising out of audit findings.

• The going concern assumption.

• Compliance with accounting standards.

• Compliance with listing and other legal requirements concerning financial statements.

• Disclosure of any related party transactions, i.e. transactions of the Company of material nature, with promoters or the

management, their subsidiaries or relatives, etc., that may have potential conflict with the interests of the Company at large.

e) Monitoring the end use of funds raised through public offers and related matters;

f) Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

g) Approval or any subsequent modification of transactions of the Company with related parties;

h) Scrutiny of inter-corporate loans and investments;

i) Valuation of undertakings or assets of the Company, wherever it is necessary;

j) Reviewing with the management, the performance of statutory and internal auditors, adequacy of the internal control systems;

k) Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority

of the official heading the department, reporting structure coverage and frequency of internal audit;

l) Discussion with internal auditors on any significant findings and follow up thereon;

m) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or

irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

n) Discussion with the statutory auditors before the audit commences on the nature and scope of audit as well as post-audit

discussion to ascertain any area of concern;

o) Reviewing of Company's financial controls and risk management systems;

p) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of

non-payment of declared dividends) and creditors;

q) Review the functioning of the whistle blower mechanism;

r) Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or

discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

s) Carrying out any other function as may be required by the Board.

The Audit Committee mandatorily reviews the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee) submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief Internal Auditor.

Meetings’ attendance

During FY 2015-16, the Audit Committee met 5 (five) times i.e. on 28 May 2015, 06 August 2015, 05 November 2015, 23 November

2015 and 10 February 2016. The meetings were scheduled well in advance. In addition to the members of the Audit Committee,

these meetings were attended by other Directors as invitees, the heads of finance, internal audit functions and the statutory auditor of

the Company and those executives who were considered necessary for providing inputs to the Committee.

Table 4: Composition of Audit Committee and attendance record of its members during FY 2015-16:

Name of member Designation Meetings attended

V.B.Haribhakti Chairman 5 / 5

Ashok Jalan Member 5 / 5

Dr. (Smt.) Indu Shahani Member 3 / 5

V.B. Haribhakti, Chairman of Audit Committee was present at the Annual General Meeting of the Company held on 06 August 2015 to

answer shareholders’ queries.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee is governed by a Charter. All the Members of the Committee are Independent Directors.

The Terms of reference of the Committee are as under:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with

the criteria laid down, recommend to the Board their appointment and removal;

2. To carry out evaluation of every director’s performance;

3. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the

Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;

4. While formulating the policy, to ensure that –

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality

required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and

incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

5. To take into account financial position of the Company, trend in the industry, appointees qualifications, experience, past

performance, past remuneration, etc., and bring about objectivity in determining the remuneration package while striking a

balance between the interest of the Company and the shareholders;

6. To lay down/formulate the evaluation criteria for performance evaluation of independent directors and the Board;

7. To devise a policy on Board diversity;

8. To undertake specific duties as may be prescribed by the Board from time to time;

9. To engage/retain advisors, at the expense of the Company, to assist in connection with its functions, if necessary;

10. To determine the quantum of Employee Stock Options to be granted to the employees under Company’s ESOP Plans;

determine eligibility for grant of ESOPs; decide the procedure for making a fair and reasonable adjustment in case of corporate

actions; procedure and terms for the grant, vest and exercise of Employee Stock Option; procedure for cashless exercise of

Employee Stock Options, etc.

During the year under review, the Committee met 3 (three) times i.e. on 06 August 2015, 05 November 2015 and 10 February 2016.

Table 5: Composition of the Nomination and Remuneration Committee and attendance record of its members during FY 2015-16:

Name of member Designation Meetings attended

V.B.Haribhakti Chairman 3 / 3

Ashok Jalan Member 3 / 3

Dr. (Smt.) Indu Shahani Member 1 / 3

V.B. Haribhakti, Chairman of the Nomination & Remuneration Committee was present at the Annual General Meeting of the

Company held on 06 August 2015, to answer shareholders’ queries.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee comprises two members, both Independent Directors.

The Committee is entrusted with the responsibility of addressing the shareholders' and investors' complaints, if any, with respect to

transfer and transmission of shares, non-receipt of annual report, non-receipt of declared dividend, payment of unclaimed dividends,

to facilitate better security holders services and relations, etc.

2015-16

Mangesh Patil, Vice President – Legal & Company Secretary has been designated as Compliance Officer of the Company.

V.B. Haribhakti, Chairman of Stakeholders' Relationship Committee was present at the AGM of the Company held on 06 August

2015, to answer shareholders’ queries.

Table 6: Complaints attended & resolved during FY 2015-16:

Investors Complaints Attended/ Resolved

Pending at the beginning of the year Nil

Received during the year 11

Disposed of during the year 11

Remaining unresolved at the end of the year Nil

Trend of shares related complaints during last 5 years:

At every meeting of the Board, the Compliance Officer provides to the Directors, status as to the shareholders' grievances, which is

taken on record by the Board.

Since all the complaints of the shareholders were resolved at the executive level, the Committee had no occasion to consider the

unresolved complaints from the shareholders during FY 2015-16.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Company has always been mindful of its obligations towards the communities it impacts and has been pursuing various CSR

activities long before it became mandatory by law. As required under the Act, a formal Committee of the Board was constituted in

March, 2014 to oversee and give directions to the Company’s CSR activities.

The Committee’s responsibilities with regard to corporate social responsibility matters include:

a) formulation and recommendation to the Board CSR policies and programs;

b) oversee and implement CSR projects or programmes or activities;

c) review of annual budgets with respect to CSR programs;

d) work with the management to establish and develop the Company’s strategic framework and objectives with respect to CSR

matters;

e) receive reports from management on the Company’s CSR programs, including significant sustainable development and

community relations;

f) receive reports from the management on current and emerging issues and trends in the field of CSR, including a discussion on

the potential impact thereof on the Company;

g) receive reports from the management on the Company’s CSR performance to assess the effectiveness of the CSR programs;

h) review the findings and recommendations from the auditors or by regulatory agencies or consultants concerning the

Company’s CSR matters; and

i) review the Company’s disclosure of CSR matters in the Board’s Report.

The Composition of the CSR Committee as at 31 March 2016 and the details of Members participation at the Meetings of the

Committee are as under :

Name of Member Category CSR Meetings attended

Shekhar Bajaj Executive, Non-Independent 2 / 2

Anant Bajaj Executive, Non-Independent 2 / 2

Dr. (Smt.) Indu Shahani Non-Executive, Independent 2 / 2

The CSR Policy statement and the CSR Report forms part of the Board’s Report to the Members of the Company.

Remuneration Policy / Remuneration of Directors

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy, providing

(a) criteria for determining qualifications, positive attributes and independence of directors; and (b) a Policy on Remuneration for

directors, key managerial personnel and other employees. The detailed Remuneration Policy is placed on the Company's website:

www.bajajelectricals.com.

a) Non-executive Directors’ compensation

Non-executive Directors of the Company play a crucial role in the independent functioning of the Board. They bring in an

external perspective to decision-making and provide leadership and strategic guidance while maintaining objective judgment.

They also oversee corporate governance framework of the Company.

The remuneration of the Non-executive Directors is determined within the limits prescribed under Section 179 read with the

rules framed thereunder and Schedule V to the Act and SEBI LODR Regulations.

The Non-executive Directors of the Company receive remuneration by way of sitting fees for attending the Board / Committee

Meetings and Commission as detailed below :

(i) Sitting fees of ? 50,000/- for each meeting of the Board and Audit Committee, and ? 20,000/- for each meeting of other

Committees attended by the Director, as approved by the Board of Directors within the overall limits prescribed under the

Act. In view of the increased demands on non-executive directors’ participation in Board and Committee meetings, the

Board of Directors at its meeting held on 30 March 2016, has revised the sitting fees effective 01 April 2016 to ? 1,00,000/-

for each meeting of the Board and Audit Committee, and ? 50,000/- for each meeting of other Committees attended by the

Director;

(ii) Pursuant to the approval of the Members in AGM held on 31 July 2014, payment of commission on an annual basis, of ?

50,000/- for each meeting of the Board and Audit Committee attended by the Director, subject to the ceiling of 1% of the net

profits of the Company prescribed under the Act. The Board of Directors at its meeting held on 30 March 2016 has approved

revision in Commission payable to non-executive directors effective 01 April 2016 to ? 1,00,000/- per meeting of the Board

and Audit Committee attended by the Director.

(iii) Reimbursement of traveling and other related expenses incurred by the Non-executive Directors for attending the Board

and Committee meetings;

(iv) The Independent Directors of the Company are not entitled to participate in the Stock Options Scheme of the Company.

The service contract, notice period and severance fees are not applicable to Non-Executive Directors.

Table 7: Details of remuneration paid to Non-Executive Directors during the year by way of sitting fees and commission:

(Amount in ?)

Name of Director Sitting Fees (Gross) Commission (Gross) Total

(Refer Note below)

Madhur Bajaj 2,00,000 2,50,000 4,50,000

H.V.Goenka 3,70,000 2,00,000 5,70,000

Ashok Jalan 7,60,000 5,50,000 13,10,000

V.B.Haribhakti 6,80,000 5,50,000 12,30,000

Dr. (Smt.) Indu Shahani 4,80,000 4,50,000 9,30,000

Dr. R.P.Singh 3,20,000 3,00,000 6,20,000

Note: Commission relates to FY 2014-15 which was paid during the financial year under review. Commission for FY 2015-16 has been

provided as payable to NEDs in the accounts for the year ended 31 March 2016, based on the number of meetings of the Board and

Audit Committee attended by them.

As on the date of this report, Shri Madhur Bajaj holds 20,44,835 equity shares in the Company. None of the other Non-Executive

Directors holds any shares in the Company.

b) Executive directors’ remuneration

The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and commission (variable

component) to the Executive Director(s). Salaries paid to Executive Directors namely Shri Shekhar Bajaj, Chairman &

Managing Director and Shri Anant Bajaj, Joint Managing Director of the Company are within the range approved by the

Shareholders. The Commission paid/payable to the Chairman & Managing Director and Joint Managing Director is calculated

at the rate of 2% and 1%, respectively, with reference to the net profits of the Company in a particular financial year and is

determined by the Board of Directors at the end of the financial year, subject to the overall ceilings stipulated in Section 197 of

the Act.

Executive Directors are entitled to superannuation benefits payable in the form of an annuity from an approved life insurance

company, which forms part of the perquisites allowed to them. The terms of Managing Director and Joint Managing Directors do

not exceed five years.

The Company has no stock option plans for the promoter executive directors/non-executive directors and hence, it does not

form part of the remuneration package payable to them.

During FY 2015-16, the Company did not advance any loans to any of the non-executive directors and/or executive directors.

Details of Remuneration paid/payable to directors during FY 2015-16 are provided in the Annexure to the Directors' report in

'Form MGT–9'.

c) Remuneration Policy for the Key Managerial Personnel and the Corporate Management Committee members

Remuneration of Key Managerial Personnel and the Corporate Management Committee members largely consists of basic

salary, perquisites, allowances and performance incentives. The components of the total remuneration vary for different grades

and are governed by industry patterns, qualifications and experience of the employee, responsibilities handled by him/her,

his/her annual performance, etc. The performance pay policy links the performance pay of each officer to his/her individual,

business unit and overall Company's performance on parameters aligned to the Company's objectives.

Shareholding of Directors

Information on Shares held by directors in the Company as on 31 March 2016 is provided in the Annexure to the Directors' Report in

'Form MGT – 9'.

Subsidiaries

The Company has no subsidiary as on 31 March 2016. Also, the Company does not have any material subsidiary whose net worth

exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated

20% of the consolidated income of the Company during the previous financial year.

However, as an abundant precaution, on the recommendations of the Audit Committee, the Board of Directors in its meeting held on

31 July 2014 adopted a policy for determining ‘material’ subsidiaries and its approval/reporting mechanism (‘Policy’). The said Policy

has been displayed on the Company's website: www.bajajelectricals.com.

Related Party Transactions

All Related Party Transactions (RPTs) which were entered into during the financial year were on an arm’s length basis and were in the

ordinary course of business and do not attract provisions of Section 188 of the Act and are also not material RPTs under SEBI LODR

Regulations.

During FY 2015-16, the RPTs were placed before Audit Committee for prior approval. A summary statement of transactions with

related parties was placed periodically before the Audit Committee during the year. Suitable disclosures, as required by the

Accounting Standard - 18 have been made in the financial statements.

Details of ‘material’ transactions, if any, with the Related Parties are disclosed quarterly along with the Compliance Report on

Corporate Governance.

There were no material transactions entered into with related parties, during the year under review, which may have had any potential

conflict with the interests of the Company.

A Policy on materiality of RPTs and also on dealing with RPTs has been formulated by the Board and the same is placed on the

Company’s website www.bajajelectricals.com.

Disclosure of material transactions

Under the provisions of the SEBI LODR Regulations, senior management personnel are required to make periodical disclosures to

the Board relating to all material financial and commercial transactions where they had (or were deemed to have had) personal

interest that might have been in potential conflict with the interest of the Company. Provision regarding the above has been adhered

to during the year.

Code of Business Conduct & Ethics

The Board of Directors has approved a Code of Business Conduct & Ethics (“the Code”) which is applicable to the Members of the

Board and to all employees. The Code is the Company's statement of values and represents the standard of conduct which all the

Directors and employees are expected to observe in their business endeavors and reflects the Company's commitment to principles

of integrity, transparency and fairness.

The Code is available on the website of the Company www.bajajelectricals.com. All directors and senior management personnel

have affirmed compliance with the code for FY 2015-16. All employees were required to confirm on e-module compliance to the

Code. A declaration to this effect signed by the Chairman & Managing Director is given below:

To the Members of Bajaj Electricals Limited

Sub: Compliance with Code of Business Conduct & Ethics

As provided under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby declare that, to the best

of my knowledge and belief, all the Board Members and the Senior Management Personnel have affirmed compliance with the

Code of Business Conduct & Ethics for the year ended 31 March 2016.

Date: 30 May 2016 Shekhar Bajaj

Place: Mumbai Chairman & Managing Director

Code for Prevention of Insider Trading Practice

The Company had in place a ‘Code of Conduct for Prevention of Insider Trading’, amended up-to-date, in accordance with the SEBI

(Prohibition of Insider Trading) Regulations, 1992, as amended. These regulations have been substituted by SEBI with a new set of

Regulations, which came into effect from 15 May 2015.

Regulation 8 of the newly introduced Regulations, requires the Company to formulate a Code of Practices and Procedures for Fair

Disclosure of Unpublished Price Sensitive Information (UPSI), which the Company needs to follow in order to adhere to each of the

principles set out in Schedule A to the said Regulations.

Further, Regulation 9(1) of these Regulations require a listed company to formulate a Code of Conduct to regulate, monitor and

report trading by its employees and other connected persons, towards achieving compliance with the said Regulations, adopting the

minimum standards, set out in Schedule B to the Regulations.

Accordingly, the Board at its meeting held on 23 March 2015, approved and adopted,

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The said Codes are posted on Company’s website: www.bajajelectricals.com and are being adhered to with effect from 15 May

2015.

Internal Controls and Risk Management Framework

The Company has robust systems for internal audit. The internal audit covers all the factories, branch offices, warehouses and

businesses and functions controlled centrally. The annual internal audit cover plan is approved by the Audit Committee at the

beginning of every year. Every quarter, the Audit Committee of the Board is presented with key control issues and actions taken on

past issues.

Pursuant to Regulation 21 of the SEBI LODR Regulations, the provision in respect of forming Risk Management Committee is not

applicable to the Company. However, the Company also has in place a mechanism to inform Board about the risk assessment and

minimisation procedures and periodical review to ensure that executive management controls risk through means of a properly

defined framework.

A detailed note on risk management is given in the Financial Review section of the Board’s Report.

Whistle Blower Policy/Vigil Mechanism and affirmation that no personnel have been denied access to the Audit Committee

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards

of professionalism, honesty, integrity and ethical behaviour. The Company is committed to developing a culture where it is safe for

any Whistle Blower to raise concerns about any poor or unacceptable practice and any event of misconduct.

Pursuant to Section 177(9) of the Act, the Board of Directors at its meeting held on 12 February 2015, amended the existing Whistle

Blower Policy to extend its applicability to other persons dealing with the Company viz. contractors, vendors, customers and

business consultants in addition to employees and directors.

The Whistle Blower Policy/Vigil Mechanism provides a mechanism for the directors, employees or such other persons having

dealings with the Company to report to the management, without fear of victimisation, any unethical behavior, suspected or actual

fraud, violation of the Code of Conduct, etc. which are detrimental to the Company’s interest. This mechanism provides safeguards

to the Whistle Blower from any kind of discrimination, harassment, victimisation or any other unfair employment practice.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee

and the Board. The Directors in all cases & employees in appropriate or exceptional cases will have direct access to the Chairman of

the Audit Committee. The Policy has been appropriately communicated to the employees within the organisation and posted on the

Company’s website: www.bajajelectricals.com.

Disclosures

i. Accounting treatment

In the preparation of financial statements, the Company has not followed a treatment different from that prescribed in the

Accounting Standards.

ii. Audit qualifications

The Company always endeavors to present unqualified financial statements. There are no audit qualifications in the

Company's financial statements for the year under review.

iii. Disclosure of pending cases and instances of non-compliance

There were no instances of non-compliance by the Company, nor has there been any penalties and strictures imposed on the

Company by the stock exchanges or SEBI or any statutory authority/regulatories on any matter related to capital markets,

during the last three years.

iv. CEO/CFO Certification

The CEO and CFO have certified to the Board with regard to the financial statements and other matters as required under

Regulation 17(8) of the SEBI LODR Regulations. The joint certificate from CEO and CFO is contained in this Annual Report.

v. Report on corporate governance

This section, read together with the information given in the Directors’ Report containing the Management Discussion and

Analysis and General Shareholder Information, constitute the compliance report on corporate governance during FY 2015-16.

vi. Auditors' certificate on corporate governance

The Company has obtained the certificate from its statutory auditors regarding compliance with the provisions relating to

corporate governance laid down in Regulation 34 of the SEBI LODR Regulations. This Certificate is contained in this Annual

Report and will be sent to the stock exchanges along with the Annual Report to be filed by the Company.

vii. Compliance of discretionary requirements specified under Regulation 27 of the SEBI LODR Regulations

The Company is complying with all the mandatory requirements of the SEBI LODR Regulations. The Company has also

complied with the discretionary requirement with respect to the regime of financial statements with unmodified audit opinion.

Means of Communication

(i) Quarterly Results: Quarterly Results of the Company are submitted to Stock Exchanges, published in newspapers namely

‘Free Press Journal’ and ‘Navshakti’ and are displayed on the Company’s website www.bajajelectricals.com. The official press

release is also issued.

(ii) Audited Annual Financial Results: The Company publishes the audited annual financial results within the stipulated period

of 60 days from the close of the financial year as required under the SEBI LODR Regulations and hence, the un-audited results

for the last quarter of the financial year are not published.

The annual financial results are also communicated to the Stock Exchanges where the Company’s shares are listed and

displayed on the Company’s website; whereas extracts thereof are published in the newspapers.

(iii) News Releases, Presentations, etc.: Official news releases and media releases are sent to the Stock Exchanges.

(iv) Presentation to Institutional Investors / Analysts: Detailed presentations are made to Institutional Investors and Financial

Analysts, on the un-audited quarterly financial results as well as the annual audited financial results of the Company.

(v) Electronic communication to promote green initiatives: Sections 20 & 129 of the Act read with Companies (Accounts)

Rules, 2014 permit companies to service delivery of documents electronically on the registered members’/shareholders’ email

addresses.

The Company, during the year under review, sent documents, such as notice calling the general meeting, audited financial

statements, directors’ report, auditors’ report, etc. in electronic form at the email addresses provided by the shareholders and

made available by them to the Company through the depositories. Shareholders desiring to receive the said documents in

physical form continued to get the same in physical form, upon request.

(vi) Website: The Company’s website www.bajajelectricals.com contains a separate dedicated section ‘Investor Relations’ where

shareholders information is available.

Amongst others, the Company also files the information, statements and reports on its website as specified by SEBI under

Regulations 46 and 62 of the SEBI LODR Regulations.

(vii) Annual Report: Annual Report containing, inter alia, audited annual accounts, directors’ report, auditors’ report and other

information is circulated to members and others entitled thereto.

(viii) Reminder to Investors: Reminders for unclaimed dividend/unclaimed interest are sent to the shareholders/ fixed deposit

holders as per records every year.

(ix) NSE Electronic Application Processing System (NEAPS): NEAPS is a web based application designed by NSE for

corporates. All periodical compliance filings like shareholding pattern, corporate governance report, media releases, etc. are

filed electronically on NEAPS.

(x) BSE Corporate Compliance & Listing Centre (the “Listing Centre”): The Listing Centre of BSE is a web based application

designed by BSE for corporates. All periodical compliance filings like shareholding pattern, corporate governance report,

media releases, etc. are also filed electronically on the Listing Centre.

(xi) SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web based

complaints redress system. The salient features of this system are: Centralised Database of all complaints, online upload of

Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of action taken on the complaint and

its current status.

Foreign currency exposure and its hedging:

The Company has following foreign exchange exposure in its books

a) Liability towards imports for purchases for goods and services.

b) Liability towards foreign currency loans such as Buyers Credit, Foreign Currency Term Loans, etc.

c) Liability towards royalty payable for use of MR brand.

d) Forex exposure in terms of receivables against its exports made to various countries.

The Company has EEFC account with bank to reduce the impact of foreign exchange exposure to a certain extent. For other

liabilities and loans, the Company takes forward cover, either in part or in full, to hedge the liability as and when it deems fit

appropriate to do so.

Commodity Price Risk

The Company deals in the lighting products, small consumer durables appliances and fans which it largely procures from other

vendors, while a small quantity of ceiling fans are produced in-house. The terms of payment with vendors is on cost plus basis. The

Company is also into EPC segment, wherein it takes turnkey contracts for transmission line towers, high masts and poles, Street

Lighting, etc. This exposes the Company to commodity price risk for products such as copper, aluminium, plastic, steel, zinc, etc.

Presently, the Company does not hedge its exposure to commodity price risks.

Nomination

Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be

transferable in the case of death of the registered shareholder(s). The prescribed nomination form (SH-13) will be sent by the share

transfer agent of the Company upon such request and is also available on the Company’s website. Nomination facility for shares held

in electronic form is also available with depository participant as per the bye-laws and business rules applicable to NSDL and CDSL.

Voting through electronic means

Pursuant to Section 108 of the Act and the rules made thereunder, every listed company is required to provide its members facility to

exercise their right to vote at general meetings by electronic means.

The Company has entered into an arrangement with CDSL, the authorised agency for this purpose, to facilitate such e-voting for its

members.

The shareholders would therefore be able to exercise their voting rights on the items put up in the Notice of AGM, through such

evoting method. Further, in accordance with the amended Companies (Management & Administration) Rules, 2014 (“Amended

Rules”), the Company shall also be making arrangements to provide for voting facility at the venue of the AGM to those shareholders

who have not cast their vote through remote e-voting or through post.

Shareholders who are attending the meeting and who have not already cast their votes by remote e-voting shall only be able to

exercise their right of voting at the meeting.

Cut-off dates for e-voting, as per the amended Rules shall be 29 July 2016 and the remote e-voting shall be open for a period of three

(3) days, from 01 August 2016 (10.00 a.m.) till 03 August 2016 (5.00 p.m.). The Board has appointed M/s. Anant B. Khamankar & Co.,

Practicing Company Secretaries as scrutinizer for scrutinizing the remote e-voting process as well as voting through physical ballot

form by post and through ballot paper at the AGM, in a fair and transparent manner.

Detailed procedure is given in the Notice of the AGM. Shareholders may get in touch with the Company Secretary for further

assistance.

General Shareholder Information

(a) Company Information Details

The Company is registered in the State of Maharashtra, India. The Corporate Identity Number (CIN) allotted to the Company by

the Ministry of Corporate Affairs (MCA) is L31500MH1938PLC009887.

(b) Information on General Body Meetings

i. Seventy Seventh Annual General Meeting:

Day, Date, Time and Venue Thursday, the 04 August 2016 at 11.00 A.M.

at Walchand Hirachand Hall, 4th Floor, Indian Merchants’ Chamber,

IMC Marg, Churchgate, Mumbai 400 020

Last date for receipt of Proxy forms Tuesday, the 02 August 2016 (before 11.00 A.M. at

the Registered Office of the Company)

Book Closure Dates 30 July 2016 to 04 August 2016 (both days inclusive)

ii. Previous three Annual General Meetings:

AGM Financial Year Day, Date & Time of AGM Venue of Meeting

74th AGM 2012-13 Tuesday, 06 August 2013, 11.30 A.M. Kamalnayan Bajaj Hall,

75th AGM 2013-14 Thursday, 31 July 2014, 11.30 A.M Bajaj Bhavan, Jamnalal Bajaj Marg,

76th AGM 2014-15 Thursday, 06 August 2015, 12.30 P.M Nariman Point, Mumbai 400 021

iii. Details of special resolution(s) passed during the previous three AGMs:

No special resolution was passed at the general meetings held during the years 2013 and 2015. At the 75th AGM held on

31 July 2014, special resolution was passed for approval of payment of remuneration to non-executive directors.

None of the businesses proposed to be transacted in the ensuing AGM require passing a special resolution through postal

ballot.

iv. Details of special resolution(s) passed through postal ballot during the previous year:

During FY 2015-16, following special resolutions were passed through postal ballot

a. Approval of Employee Stock Option Plan 2015 (ESOP 2015) u/s. 62(1)(b) of the Act:

Particulars Total number of Shares Percentage (%)

Total number of shares polled in FAVOUR of Special Resolution 7,33,22,976 94.69

Total number of shares polled AGAINST Special Resolution 41,09,696 5.31

Total number of valid votes 7,74,32,672 100.00

b. Approval for re-appointment of Shri Anant Bajaj as the Joint Managing Director of the Company and remuneration

payable to him

Particulars Total number of Shares Percentage (%)

Total number of shares polled in FAVOUR of Special Resolution 4,49,73,842 99.96

Total number of shares polled AGAINST Special Resolution 18,571 0.04

Total number of valid votes 4,49,92,413 100.00

The Company conducted the postal ballot exercise in the manner provided under the provisions of Section 110 and other

applicable provisions, if any, of the Act read together with Rule 22 of the Companies (Management and Administration) Rules,

2014. The Company had provided Electronic Voting (“remote e-voting”) facility as an alternate, to all its Members, to enable them

to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post. The Company had engaged the

services of CDSL to provide e-voting facility to its Members.

The notice of postal ballot was accompanied with detailed instructions kit to enable the members to understand the procedure

and manner in which postal ballot voting (including remote e-voting) to be carried out.

The tentative dates of Board Meetings for consideration of financial results for FY 2016-17 are as follows:

First Quarter Results Second Week of August 2016

Second Quarter and Half Yearly Results Second Week of November 2016

Third Quarter Results Second Week of February 2017

Fourth Quarter and Annual Results Fourth Week of May 2017

The Board Meetings for approval of financial results during the year ended 31 March 2016 were held on the following dates:

First Quarter Results 06 August 2015

Second Quarter and Half Yearly Results 05 November 2015

Third Quarter Results 10 February 2016

Fourth Quarter and Annual Results 30 May 2016

(d) Dividend, Dividend payment date & mode of payment

(i) Dividend:

The Board, in its meeting held on 10 March 2016, declared an interim dividend of ? 2.80 per share on 10,09,48,976 equity

shares of ? 2 each for FY 2015-16 as compared to final dividend of ? 1.50 per share for the previous year.

(ii) Dividend payment date:

Dividend was credited/dispatched within 30 days from 10 March 2016 :-

a) to all those beneficial owners holding shares in electronic form, as per the ownership data made available to the

Company by NSDL and CDSL as of the close of business hours on Friday, 18 March 2016; and

b) to all those shareholders holding shares in physical form, after giving effect to all the valid share transfers lodged with

the Company on or before the close of business hours on Friday, 18 March 2016.

(iii) Mode of Payment:

SEBI vide its Circular No. CIR/MRD/DP/10/2013 dated 21 March 2013 has stipulated that all listed companies shall use

approved electronic mode of payment viz., ECS, NECS, NEFT, etc., for the purpose of making payments to the

shareholders.

As notified by SEBI through the stock exchanges, the dividend was paid by account payee/non-negotiable instruments/

National Electronic Clearing Service (NECS).

In view of the significant advantages and the convenience, the Company will continue to pay dividend through NECS/

NACH in all major cities to cover maximum number of shareholders, as per applicable guidelines. Shareholders are

advised to refer to the Notice of the AGM for details of action required to be taken by them in this regard.

All the shareholders are requested to immediately update their bank account details, if the same have not been updated,

with the Company’s Registrar & Share Transfer agent or the depository participant, as the case may be.

(e) Unclaimed Dividends

The shareholders who have not encashed their dividend warrants for the years 2008-09 onwards are requested to claim the

amount from the Company.

As per Section 124 of the Act any money transferred by the Company to the unpaid dividend account and remaining unclaimed

for a period of seven years from the date of such transfer shall be transferred to Investor Education and Protection Fund (IEPF)

set up by the Central Government. Accordingly, the unpaid/unclaimed dividend for 2008-09 shall become transferable to the

IEPF in August 2016. Shareholders are requested to verify their records and send claims, if any, before the amount becomes

due for transfer to the IEPF.

Further, the Ministry of Corporate Affairs (MCA) vide its notification dated 10 May 2012 prescribed the Investor Education and

Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 which

mandates all the companies to file the particulars of all the unclaimed and unpaid amounts through 'e-Form 5INV' on the web

portal of MCA www.iepf.gov.in and subsequently also upload the data on the website of the Company. During the year under

review, the Company has accordingly filed the necessary 'Form-5INV' on 22 August, 2015 for the financial year ended 31 March

2015. The details of unclaimed dividends for the financial years 2008-09 to 2014-15 have been uploaded on the Company’s

website: www.bajajelectricals.com.

Table 8: Details of unclaimed dividends as on 31 March 2016 are as under:

Financial

Year Type (?) (?) (%) transfer to IEPF

2008-09 Final 17,28,57,600.00 8,83,840.00 0.51 29.08.2016

2009-10 Final 23,56,33,188.00 10,22,558.40 0.43 27.08.2017

2010-11 Final 27,88,02,930.00 15,51,275.60 0.56 27.08.2018

2011-12 Final 27,90,75,454.00 13,05,897.60 0.47 25.08.2019

2012-13 Final 19,95,10,662.00 9,82,856.00 0.49 05.09.2020

2013-14 Final 15,04,09,971.00 10,05,592.50 0.67 30.08.2021

2014-15 Final 15,12,20,994.00 10,65,811.50 0.70 05.09.2022

2015-16 Interim 28,26,57,132.80 14,29,758.40 0.51 09.04.2023

(f) Listing on stock exchanges & stock code

Shares of the Company are currently listed on the following stock exchanges:

Name Address Stock Code

1. BSE Ltd. (BSE) Phiroze Jeejeebhoy Towers, 500031

Dalal Street, Mumbai 400 001

2. National Stock Exchange of Exchange Plaza, Bandra - Kurla Complex, BAJAJELEC

India Ltd. (NSE) Bandra (E), Mumbai 400 051

The shares of the Company were listed on Delhi Stock Exchange Ltd. (DSE), DSE House, 3/1, Asaf Ali Road, New Delhi 110

002 under the Stock Code – 02031. However, SEBI vide its order No.WTM/PS/45/MRD/DSA/NOV/2014 dated 19 November

2014 withdrew the recognition granted to the said stock exchange.

The ISIN Number allotted to the Company's equity shares of face value of ? 2 each under the depository (NSDL and CDSL)

system is INE193E01025.

For FY 2016-17, the Company has paid annual listing fees to all the stock exchanges and annual custody/issuer fees to both the

depositories.

Dividend Amount of Dividend Dividend Unclaimed Unclaimed Due date for

300

250

200

150

100

Apr-15

May-15

Jun-15

Jul-15

Aug-15

Sep-15

Oct-15

Nov-15

Dec-15

Jan-16

Feb-16

Mar-16

Month

Close Price

Close Index

Close Price

BSE Sensex

9000

8000

7000

6000

5000

4000

3000

2000

1000

300

250

200

150

100

Apr-15

May-15

Jun-15

Jul-15

Aug-15

Sep-15

Oct-15

Nov-15

Dec-15

Jan-16

Feb-16

Mar-16

Month

Close Price

Close Index

Close Price

BSE Sensex

30000

25000

20000

15000

10000

5000

(g) Market Price Data

Table 9: Monthly high and low prices and trading volumes of the Company’s equity shares at BSE and NSE during FY 2015-16:

Month BSE NSE

High Low No. of Shares High Low No. of Shares

(?) (?) Traded (?) (?) Traded

Apr – 15 252.00 225.00 11,16,172 252.55 224.10 24,32,451

May – 15 285.85 228.05 15,39,871 285.80 227.70 52,67,306

Jun – 15 309.95 260.00 17,13,894 308.00 260.00 61,41,583

Jul – 15 300.00 253.00 13,10,476 298.95 252.95 55,14,932

Aug – 15 283.10 212.15 21,51,266 283.00 212.00 78,48,692

Sep – 15 257.75 230.60 11,91,399 258.00 230.05 26,61,327

Oct – 15 262.00 240.05 7,37,593 261.85 240.95 33,25,674

Nov – 15 259.00 218.35 6,71,581 259.75 218.10 34,12,041

Dec – 15 221.50 197.10 5,73,893 221.50 196.80 32,08,408

Jan – 16 212.05 171.45 7,87,555 212.45 170.55 26,35,701

Feb – 16 189.10 155.35 6,93,066 188.80 155.00 28,13,574

Mar – 16 199.80 157.80 19,59,790 200.00 156.90 54,40,848

(Source: BSE and NSE Websites)

Share Price Performance in comparison to broad based indices – BSE Sensex & NSE Nifty

(h) Share Transfer system

Share transfers received by the Share Transfer Agent/Company are registered within 15 days from the date of receipt, provided

the documents are complete in all respects and the shares under transfer are not under any dispute.

(i) Reconciliation of Share Capital Audit

As required by SEBI, quarterly audit of the Company’s share capital is being carried out by an independent external auditor with

a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed

capital. The auditors’ certificate in regard to the same is submitted to BSE and NSE and is also placed before the Board of

Directors.

(j) Distribution of shareholding

Table 10: Distribution of shareholding across categories

Categories 31 March 2016 31 March 2015

No. of % of total No. of % of total

Shares capital Shares capital

Promoters 6,42,18,485 63.61 6,35,39,285 63.06

Foreign Institutional Investors 87,82,879 8.70 1,43,80,800 14.27

Mutual Funds 58,36,728 5.78 48,92,767 4.86

Nationalised and other banks and Financial Institutions 83,282 0.08 62,653 0.06

NRIs and OCBs 11,03,429 1.10 10,51,338 1.04

Others 2,09,24,173 20.73 1,68,35,583 16.71

Total 10,09,48,976 100.00 10,07,62,426 100.00

Table 11: Distribution of shareholding according to size class as on 31 March 2016

Categories No. of % to total No. of % to total

Shareholders Shareholders Shares Shares

1 to 500 33,857 87.29 36,49,029 3.61

501 to 1000 2,185 5.63 17,43,324 1.73

1001 to 2000 1,309 3.38 19,66,118 1.95

2001 to 3000 498 1.29 12,81,257 1.27

3001 to 4000 180 0.46 6,52,083 0.65

4001 to 5000 155 0.40 7,28,435 0.72

5001 to 10000 269 0.69 19,49,620 1.93

10001 and above 334 0.86 8,89,79,110 88.14

Total 38,787 100.00 10,09,48,976 100.00

Dematerialisation of shares and liquidity

As on 31 March 2016, 9,87,79,305 (97.85%) equity shares of the Company were held in dematerialised form, compared to

9,83,63,920 (97.62%) equity shares as on 31 March 2015. Shares held in physical and electronic mode as on 31 March 2016

are given in Table 12 hereinbelow.

Table 12: Shares held in physical and electronic mode

Position as on Position as on Net Change

31 March 2016 31 March 2015 during 2015-16

No of % of total No of % of total No of % of total

Shares Share Holding Shares Share Holding Shares Share Holding

Physical (A) 21,69,671 2.15 23,98,506 2.38 (2,28,835) (0.23)

Demat (B)

NSDL 9,48,35,324 93.94 9,47,68,858 94.05 66,466 (0.11)

CDSL 39,43,981 3.91 35,95,062 3.57 3,48,919 0.34

Sub-Total (B) 9,87,79,305 97.85 9,83,63,920 97.62 4,15,385 0.23

Total (A) + (B) 10,09,48,976 100.00 10,07,62,426 100.00 1,86,550 -

(k) Outstanding global depository receipts or american depository receipts or warrants or any convertible instruments,

conversion date and likely impact on equity : Not Applicable

(l) Address for Correspondence

All Shareholders' correspondence should be forwarded to Link Intime India Private Limited, the Registrar & Share Transfer

Agents of the Company or to the Legal & Secretarial Department of the Company at the following addresses:

Link Intime India Private Limited Mangesh Patil, Compliance Officer

C-13, Pannalal Silk Mills Compound Legal & Secretarial Department

L B S Marg, Bhandup (West) Bajaj Electricals Limited

Mumbai 400 078 45/47, Veer Nariman Road,

Tel.No.: 022-2596 3838 Mumbai 400 001

Fax No.: 022-2594 6969 Tel.No.: 022-2204 3841/3780, 6110 7800

E-mail: [email protected] Fax No.: 022-2285 1279

Website: www.linkintime.com E-mail: [email protected]

Website: www.bajajelectricals.com

(m) Debenture Trustee : Axis Trustee Services Limited

2nd Floor 'E', Axis House, Bombay Dyeing Mills Compound,

Pandurang Budhkar Marg, Worli, Mumbai - 400 025

Tel. No.: 022-2425 5215/5216, Fax: 022-2425 4200

Email: [email protected]

Website: www.axistrustee.com

(n) Factories/Plants Location:

Chakan Unit: Ranjangaon Unit: Wind Farm: Kosi Unit :

Village Mahalunge, MIDC – Ranjangaon Village Vankusawade 109 KM Stone,

Chakan, Village : Dhoksanghavi Tal: Patan NH 2, Dautana,

Chakan Talegaon Road, Tal: Shirur, Dist: Pune Dist: Satara Chhata – 281 403

Tal: Khed, Dist: Pune, Maharashtra – 412 210 Maharashtra – 415 206 District: Mathura, U.P.

Maharashtra – 410 501

Auditors’ Certificate regarding compliance of conditions of Corporate Governance

To,

The Members of

Bajaj Electricals Limited

Firm Registration Number:

Chartered Accountants

Partner

Membership No.

Mumbai,

CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Board of Directors,

Bajaj Electricals Limited

Mumbai.

We, the undersigned, in our respective capacities as Chief Executive Officer and Chief Financial Officer of Bajaj Electricals Limited

(“the Company”), to the best of our knowledge and belief certify that:

(a) We have reviewed the financial statement and the cash flow statement for the financial year ended 31 March 2016 and to the

best of our knowledge and belief, we state that :

1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might

be misleading;

2. these statements together present a true and fair view of the Company’s affairs and are in compliance with the existing

accounting standards, applicable laws and regulations;

(b) We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company during the

year, which are fraudulent, illegal or violative of the Company’s Code of Business Conduct & Ethics ("Code").

compliance with the Code as adopted by the Company.

(d) We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated the

effectiveness of internal control systems of the Company pertaining to financial reporting of the Company and have disclosed to

the Auditors and the Audit Committee, deficiencies, in the design or operation of internal controls, if any, of which we are aware

and the steps we have taken or propose to take to rectify these deficiencies.

(e) We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and Audit Committee that:-

a. there have been no significant changes in internal control over financial reporting during the year;

b. there have been no significant changes in accounting policies made during the year and the significant accounting policies

have been disclosed in the notes to the financial statements; and

c. there have been no instances of significant fraud of which we have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the Company’s internal control system over the financial reporting.

Shekhar Bajaj Anant Purandare

Mumbai, 30 May 2016 Chairman & Managing Director and CEO Executive Vice President & CFO

We have examined the compliance of conditions of Corporate Governance by Bajaj Electricals Limited, for the year ended March 31,

2016 as stipulated in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46

and para C , D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (collectively referred to as “SEBI Listing Regulations, 2015").

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was

carried out in accordance with the Guidance Note on Certification of Corporate Governance, issued by the Institute of Chartered

Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the

compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements

of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has

complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations, 2015.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness

with which the management has conducted the affairs of the Company.

For Dalal & Shah LLP

102021W/W100110

Anish Amin

40451

May 30, 2016

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Hß$nZr Ho$ ~´mßS> Ho$ AßVJ©V CÀnmXm| H$s Amny{V© H$aVm ahm h°. 75 go ^r A{YH$ dfm] go

bmBqQ>J Am°a Hß$¡`y_a S>Áwao~Îg {~OZog Ho$ H$mamo~ma _| AJ´Ur pIbmãS>r hmoZo Ho$

ZmVo, Hß$nZr Ho$ nmg ‡~ßYZ {deofkVm Am°a JwUdŒmm ‡Umbr VWm {Z`ßÃU h°,

O~{H$ EMEbEb _| {d{Z_m©U j_VmE± Am°a AmdÌ`H$ ~w{Z`mXr gw{dYmE± h¢.

Hß$nZr Ho$ {ZXoeH$ _ßS>b H$m _mZZm h° {H$ ‡ÒVm{dV `moOZm Ho$ A›` ~mVm| Ho$ gmW-

gmW {ZÂZ{bpIV bm^ h¢ :

i. EMEbEb H$m CÀnmXZ Ï`dgm` Hß$nZr _| ÒWmZmßV[aV Am°a {Z{hV H$aZo go XmoZm|

Hß$n{Z`m| Ho$ {bE AnZo C‘oÌ`m| H$mo A{YH$ Hw$ebVm Am°a {_VÏ``Vm nyd©H$ ‡m·

Am°a nyam H$aZm gß^d hmoJm Am°a `hr g^r eo`aYmaH$m| Ho$ {hV _| ^r h°.

ii. Hß$nZr H$s dV©_mZ ‡~ßYZ {deofkVm Am°a JwUdŒmm ‡Umbr VWm {Z`ßÃU Hß$nZr

_| BgH$m g_oH$Z hmoZo na EMEbEb Ho$ CÀnmXZ Ï`dgm` Ho$ nwZÈ’ma _| gw{dYm

hmoJr.

Bg `moOZm H$s _wª` {deofVmE± :

H$. g^r n[agßn{Œm`m| Am°a Xm{`Àdm| g{hV EMEbEb H$m gßnyU© {d{Z_m©U

Ï`dgm` ‡J{Verb ‡{V>mZ Ho$ AmYma na Hß$nZr H$mo hÒVmßV[aV H$a {X`m

OmEJm.

I. `h `moOZm {Z`V {V{W, AWm©V 31 _mM©, 2014 go ‡^mdr _mZr OmEJr

bo{H$Z ‡^mdr hmoZo H$s {V{W go n[aMmbZr` hmoJr.

J. Bg `moOZm Ho$ AZwgma, EMEbEb Ho$ eo`aYmaH$m| H$mo Am`H$a A{Y{Z`_,

1961 H$s Ymam 2 (19EE) Ho$ ‡mdYmZ Ho$ AZwnmbZ _| {S>_O©a H$m ‹`mZ

aIVo h˛E, Òd`ß Hß$nZr H$mo N>moãS>H$a È.2 ‡À`oH$ Aß{H$V _yÎ` Ho$ Hß$nZr Ho$

5,29,740 nyU©V: ‡XŒm B{ä dQ>r eo`a Omar {H$E OmE±Jo.

K. EMEbEb Ho$ eo`aYmaH$m| H$mo Bg ‡H$ma Omar {H$E OmZo dmbo B{ä dQ>r eo`a

Eg. Ama. ~mQ>br~m∞` EßS> Hß$nZr EbEbnr, MmQ>©S>© EH$mCßQ>|Q≤g, _wß~B© ¤mam

`Wm {g\$m[ae {H$E J`o È.25 ‡À`oH$ Aß{H$V _yÎ` Ho$ EMEbEb Ho$ 1000

B{ä dQ>r eo`am| Ho$ {bE È2 ‡À`oH$ Aß{H$V _yÎ` Ho$ Hß$nZr Ho$ 109 B{ä dQ>r

eo`am| Ho$ eo`a EßQ>mB{Q>b_o›Q> AZwnmV Ho$ AmYma na {ZYm©[aV {H$E JE h¢ Am°a

`hr [aH$m∞S>© {V{W H$mo Omar {H$E OmE±Jo.

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N>. boIm narjm g{_{V Am°a Hß$nZr Ho$ {ZXoeH$ _ßS>b Zo `moOZm, _yÎ`mßH$Z [anmoQ>©

Am°a {ZÓnjVm am` H$mo _ßOyar Xo Xr h°.

O.Bg `moOZm Ho$ ‡^mdr hmoZo na, Hß$nZr _| ‡dV©H$m| H$s {hÒgoXmar dV©_mZ _|

63.61% go ~ãT>H$a 63.80% hmo OmEJr.

P.EMEbEb eof Ï`dgm` ~ZmE aIoJm {Og_| {d{Z_m©U Ï`dgm` go {^ﬁ

g^r CnH´$_, Ï`dgm`, J{V{d{Y`m± (A›` CnH´$_m| Ho$ {bE Ï`mnm[aH$

J{V{d{Y`m| Am°a ghm`Vm godmAm| g{hV), H$_©Mmar Am°a ‡MmbZ em{_b

hm|Jo.

Q>.`h `moOZm eo`aYmaH$m|, F$UXmVmAm|, ~rAmB©E\$Ama `m Bg Vah Ho$ A›`

Cn`w∫$ A{YH$aU g{hV go g^r AmdÌ`H$ _ßOyar ‡m· hmoZo Am°a Hß$nZr

a{OÒQ¥>ma Ho$ nmg ~rAmB©E\$Ama Ho$ AmXoe H$s ‡_m{UV ‡{V{b{n ^aZo na

‡^mdr hmoJr.

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H$s Ad{Y _| nyam hmo OmZo H$s Amem h°.

n[aMmbZ

BßOr{Z`[a®J Am°a n[a`moOZm Ï`dgm`

• Q¥>mßg{_eZ bmBZ Q>mdg© (Q>rEbQ>r)

{H$`m h°, hmbm±{H$ JV df© H$s VwbZm _| erf© nß{∫$ Zo Amem Ho$ AZwÍ$n {dH$mg

Zht {H$`m h°. bJ^J 70% VH$ godm gß~ßYr Am` _| d•{’ go {~H´$s Ho$ ‡{V

~H$m`m am{e`m| H$m CÀH•$Ô> gßJ´h h˛Am h°. Bg df© Ho$ {bE ZE Am∞S>©a H$m

A›VJ´©hU È. 400 H$amoãS> Wm.

[anmo{Q>™J df© Ho$ Xm°amZ, H|$–r` {d⁄wV Cn`mo{JVm Hß$n{Z`m| ¤mam H$_ Q¥>mßg{_eZ

bmBZm| Ho$ {d_moMZ Am°a {Z_m©VmAm| Ho$ nmg {demb {ZpÓH´$` j_VmAm| H$s

Cnb„YVm Ho$ H$maU, H$B© {Z_m©VmAm| Zo ZE Am∞S>©a boVo h˛E _m{O©Z go g_Pm°Vm

H$a {b`m. hmbm±{H$, AmnH$s Hß$nZr {Z`V bmJVm| H$m H$daoO Am°a _m{O©Z H$s

gwajm gw{ZpÌMV H$aZo Ho$ {bE Am∞S>©a boZo _| M`ZmÀ_H$ Wr.

‡H$ma h¢:

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Am°a ~o Ho$ gmW 132 {H$.dm∞. Ho$ 2 g~-ÒQ>oeZ nyU© {H$E JE Am°a ewÈ

{H$E JE;

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Ho$ gmW 220 {H$.dm∞. g~-ÒQ>oeZ Ho$ {bE Am∞S>©a ‡m· {H$`m J`m;

iii. nrOrgrAmB©Eb Ho$ {bE 187 {H$bmo_rQ>a bß~r 765 {H$.dm∞. S>r/gr

Hw$S>Jr H$moÎhmnwa Q¥>mßg{_eZ bmBZ g\$bVmnyd©H$ nyU© H$s JB© Am°a ewwÈ H$s

JB©;

iv.

Xˇgao g{H©$Q> Ho$ EbAmB©EbAmo Ho$ gmW EMQ>rEbEg Hß$S>ä Q>a dmbr

Zodobr Q>rEg-I H$s Q>rEg-II {dÒVma qbH$ 400 {H$.dm∞. _| ar-

Hß$S>ä Q>[a®J g\$bVmnyd©H$ nyar Am°a ewÈ H$s JB©;

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2 gßHw$b ‡m· {H$E JE; Am°a

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~rEgnrQ>rgrEb H$s 132 {H$.dm∞. Q¥>mßg{_eZ bmBZm| Ho$ {bE 15 Q>mda

ÒWmZm| na Ztd H$s T>bmB© nyar H$s JB©.

Q¥>mßg{_eZ joÃ _| {ZOr Cn`mo{JVmAm| Ho$ {Zdoe H$s {hÒgoXmar _| d•{’ H$mo

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h°. B©nrgr Hß$n{Z`m±, Omo {Q>H$mD$ JwUdŒmm Am°a Xr JB© g_`-gr_m _| H$m_

Ho$ g_mnZ Ho$ gmW, Q¥>mßg{_eZ joÃ Ho$ {bE EH$ hr ÒWmZ na nyU© g_mYmZ

Cnb„Y H$amZo _| gj_ hm|Jr, ‡{VÒnYm© _| ~ãT>V hm{gb H$a|Jr. Bgo ‹`mZ

_| aIVo h˛E, AmnH$s Hß$nZr, nmaßn[aH$ Q¥>mßg{_eZ bmBZ Ï`dgm` Ho$

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Ï`dgm` joÃm| _| j_VmAm| H$m {dH$mg H$aZo na ‹`mZ H|${–V H$a ahr h°.

BgHo$ Abmdm, _m{O©Z _| gwYma bmZo Ho$ {bE, Hß$nZr Zo {dXoer B©nrgr

Q¥>mßg{_eZ joÃ _| H$X_ aIZo H$m {ZU©` {H$`m h°.

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H$mamo~ma {H$`m h°. {dŒm df© H$s ewÈAmV _| hmW _| È.2,474 H$amoãS> H$m J°a-

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Hß$nZr {b{_Q>oS> (E_nrnrHo$drdrgrEb) Am°a JwZm {Obo _| _‹` ‡Xoe _‹`

joÃ {d⁄wV {dVaU Hß$nZr {b{_Q>oS> (E_nrE_Ho$drdrgrEb) ¤mam \$sS>a

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A{YJ´{hV {H$`m.

df© Ho$ Xm°amZ Bg ~r`y H$m ‹`mZ n[a`moOZm {ZÓnmXZ j_VmAm| Am°a Hw$eb

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{bE ~r`y Zo n’{V Ho$ Í$n _| Q>rAmogr bmJy H$aZo _| _O~yV ‡J{V H$s. Bggo

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dfm] Ho$ {bE ~r`y H$m —{Ô>H$moU gH$mamÀ_H$ h°.

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hm{gb H$s {OgHo$ \$bÒdÍ$n H$m`©erb nyßOr H$m ~ohVa Cn`moJ h˛Am.

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H$amoãS> Ho$ Am∞S>©a H$m H$m`m©›d`Z ^r H$a ahr h° Omo amÔ¥>r` amO_mJ© Ho$ {bE

AnZr Vah H$m nhbm h°.

df© Ho$ Xm°amZ, gmobmnwa _| {g’oÌda _ß{Xa, H$mobH$mVm _| X{jUoÌda _ß{Xa Am°a

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N>Ãn{V {edmOr Q>{_©Zg B_maV H$s bmBqQ>J _wß~B© _| _rb Ho$ nÀWa dmbm —Ì`

~Z J`m h°. Hß$nZr ¤mam ÒWm{nV {H$E JE ‚b°J_mÒQ> Ho$ Xb _| em{_b hmoZo Ho$

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‚b°J_mÒQ> ÒWm{nV {H$`m Om ahm h°. `h ~r`y OÂ_y _| g~go H${R>Z H$m_ H$aZo

H$s pÒW{V`m| _| AßVaamÔ¥>r` gr_m na hmB©_mÒQ>m| Am°a Iß^m| na EbB©S>r ‚bS>

bmBQ>m| H$s ÒWmnZm H$a ahm h°.

df© Ho$ Xm°amZ Hß$nZr Zo B©nrgr Ï`dgm` Ho$ g^r joÃm| _| AmJo ~ZmE aIZo dmbr

nhbm| H$mo ÒWmB© ~ZmZo H$s {Xem _| _hÀdnyU© ‡J{V H$s h°. `o nhb| n[a`moOZm

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H$m`©erb ny±Or _| gwYma Am`m h°.

Hß$¡`y_a S>Áwao~Îg

• Kaoby Am°a agmoB© CnH$aU

Hß$nZr Ho$ nmg Kaoby Am°a agmoB© CnH$aUm| H$s {dÒV•V lßIbm h°, {Og_| dmQ>a

hrQ>a, Í$_ hrQ>a, Hy$ba, Am`aZ, {_ä ga, BßS>ä eZ Hw$H$a, Q>moÒQ>a, Ho$Vbr,

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ahr h°.

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agmoB© CnH$aUm| H$s {dH´$s È.638 H$amoãS> ÈnE Wr.

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na _mbgyMr (B›d|Q>ar) {Z`ß{ÃV H$aZo Am°a _m{O©Z _| gwYma bmZo _| ~r`y H$mo

ghm`Vm {_boJr.

• \°$›g

\°$›g ~r`y Ho$ nmg ^maV Am°a {dXoem| _| AdpÒWV ISO 9001/9002

JwUdŒmm ‡_m{UV ﬂbmßQ≤g _| {Z{_©V grqbJ, Q>o~b, noS>ÒQ>b, dm∞b, \´o$e E`a

Am°a BßS>pÒQ¥>`b nßIm| H$m EH$ AmYw{ZH$ {d›`mg h°. ~r`y goÎ\$-‡mBq_J,

g|{Q¥>‚`wJb Edß g~_{g©~b nßﬂg Ho$ {dnUZ go ^r OwãS>m h˛Am h°.

~mOma H$s gwÒV pÒW{V, ~ãT>Vr ‡{VÒnYm©, B© H$m∞_g© O°go ZE M°Zbm| Ho$ ‡^wÀd

Ho$ H$maU, ~mOma H$s_V Ho$ ‡{V gßdoXZerb ~Zm ahm {Oggo JV df© H$s

VwbZm _| {dH´$s _| {JamdQ> AmB©. hmbmß{H$, ~r`y bm^‡XVm Am°a ~mOma

{hÒgoXmar ~ZmE aIZo _| gj_ ahm h°.

hm{gb {H$`m h°. _O~yV {dVaU, ‡r{_`_ a|O _| ZE _m∞S>bm| H$s bmßqMJ,

~ohVa CÀnmX {_lU Am°a ~mOma n[aMm{bV H$s_Vm| Ho$ AZwem{gV AZwajU

AmaAmaB©nr Ho$ H$m`m©›d`Z na H|${–V ~Zm h˛Am h°. {nN>bo df© H$s VwbZm _|

11% H$s d•{’ XoH$a grEgS>r M°Zb AnZo {dH$mg nW na

AJ´ga h°.

MmH$Z BH$mB© :

JV df© Ho$ Xm°amZ 4,57,436 nßIm| H$s gßª`m H$s VwbZm _| 6,00,934 nßIm|

Ho$ CÀnmXZ Ho$ gmW g_rjmYrZ df© Ho$ Xm°amZ Bg BH$mB© Ho$ CÀnmXZ _| d•{’

XoIr JB© h°. Bg BH$mB© H$m {dH$mg {Z`m©V ~mOma H$s _m±J nyam H$aZo Ho$ {bE

{H$`m J`m h°.

bmBqQ>J

• Î`w{_Zm`g©

Î`w{_Zm`g© ~r`y g^r ‡_wI ~mOma IS>m| Ho$ {bE gßnyU© bmBqQ>J gm∞Î`yeZ

{S>OmBZ Am°a {dnUZ H$aVm h° {Og_| H$_{e©`b bmBqQ>J, BßS>pÒQ¥>`b

bmBqQ>J, ÒQ¥>rQ> bmBqQ>J Am°a E[a`m bmBqQ>J em{_b h°. ~r`y H$mo ISO

9000 go ‡_m{UV {H$`m J`m h° O~{H$ BgHo$ A{YH$V_ CÀnmXm| H$m {Z_m©U

ISO 9000Ö 2000 AnojmAm| H$s nw{Ô> H$aZo dmbo ﬂbmßQ≤>g _| hmoVm h° VWm

MwZo h˛E ﬂbmßQ≤>g ISO 14001 ‡_mUrH•$V h¢ Omo {H$ n`m©daU gß~ßYr ‡~ßYZ

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H$_©Mm[a`m| Ho$ {ddaU Edß gß~ß{YV ‡H$Q>rH$aU

Hß$nZr (‡~ßYH$s` H$_©Mm[a`m| H$s {Z`w{∫$ Edß nm[al{_H$) {Z`_, 2014 Ho$

{Z`_ 5 Ho$ gmW n{R>V A{Y{Z`_ Ho$ AZw¿N>oX 197(12) Ho$ AßVJ©V

AmdÌ`H$VmZwgma nm[al{_H$ Edß A›` {ddaUm| go gß~ß{YV ‡H$Q>rH$aU ~moS>© H$s

[anmoQ>© Ho$ n[a{eÔ> "E\$' Ho$ Í$n _| gßbæ h°.

Eogo H$_©Mm[a`m| H$s OmZH$mar {O›h| df© Ho$ Xm°amZ È.60 bmI `m {O›h| df© Ho$ {H$gr

^r g_` _| È.5 bmI ‡{V_mh go H$_ nm[al{_H$ Zht {_bVm Wm, Bg ‡{VdoXZ H$m

{hÒgm hmoVr h¢ Am°a B›h| Hß$nZr H$mo {b{IV AZwamoY na {H$gr ^r gXÒ` H$mo

Cnb„Y H$adm`m OmEJm. A{Y{Z`_ Ho$ AZw¿N>oX 136 Ho$ AZwgma, ‡{VdoXZ Edß

boIm gXÒ`m| Edß BgHo$ nmÃ A›` H$mo ^oOo Om aho h¢, {Og_| H$_©Mm[a`m| Ho$ {ddaUm|

H$s OmZH$mar em{_b Zht h°, Omo AmJm_r dm{f©H$ gmYmaU g^m H$s {V{W VH$

Ï`dgm{`H$ g_` `m H$m`©H$mar {XZm| _| Hß$nZr Ho$ nßOrH•$V H$m`m©b` na gXÒ`m|

¤mam {ZarjU Ho$ {bE Cnb„Y h°. `{X H$moB© gXÒ` BgHo$ {ZarjU H$m/H$s B¿Nw>H$

h°, Vmo Eogo gXÒ` Hß$nZr g{Md H$mo A{J´_ _| {bI gH$Vm/gH$Vr h°.

g_o{H$V {dŒmr` {ddaU

{ZXoeH$ boIm-nar{jV g_o{H$V {dŒmr` {ddaU ^r ‡ÒVwV H$aVo h¢ {OZ_| gh`moJr Ho$

boIm-nar{jV {dŒmr` narjU em{_b h¢ {O›h| A{Y{Z`_ Ho$ AZwnmbZ _| V°`ma

{H$`m J`m h°, Omo go~r ¤mam {ZYm©[aV {H$E AZwgma boIm _mZH$ Edß gyMrH$aU AZw~ßY

na bmJy h¢.

{ZYm©[aV "\$m∞_© EAmogr-1' _| gh`moJr H$s ‡_wI {deofVmAm| go `w∫$ EH$ AbJ

{ddaU ~moS>© H$s [anmoQ>© Ho$ n[a{eÔ> "Or' Ho$ Í$n _| gßbæ h¢.

Am^ma

AmnHo$ {ZXoeH$ {dŒmr` gßÒWmZm|, ~¢H$m|, J´mhH$m|, {ZdoeH$m|, Ï`dgm{`H$ gh`mo{J`m|,

d|S>am|, {d{Z`m_H$ Edß emgH$s` ‡m{YH$m[a`m|, ÒQ>m∞H$ Eä gM|Om| VWm gXÒ`m| go ‡m·

gh`moJ Edß ghH$ma Ho$ {bE ˆX` go gamhZm H$aVo h¢. AmnHo$ {ZXoeH$ g^r ÒVam| na

{d⁄_mZ H$_©Mm[a`m| H$s ^r ˆX` go ‡eßgm H$aVo h¢, {O›hm|Zo Hß$nZr Ho$ ‡Xe©Z Ho$ {bE

Jß^ra Ï`{∫$JV ‡`mg {H$E Am°a Cg_| AnZm gm_w{hH$ g_n©U d `moJXmZ {X`m.

gmdYmZr d∫$Ï`

~moS©> H$s [anmoQ>© _| VWm ‡~ßYZ MMm© Edß {dÌbofU _| Hß$nZr Ho$ C‘oÌ`m|, AmH$mßjmAm|

AWdm nydm©Zw_mZm| H$s Ï`mª`m H$aZo dmbo d∫$Ï`, bmJy gwajm {Z`_m| VWm {d{Z`_m| Ho$

VmÀn`© Ho$ AßVJ©V "\$m∞adS©> byqH$J' hmo gH$Vo h¢. dmÒV{dH$ ZVrOo CZgo ^m°{VH$ Í$n go

H$m\$s {^ﬁ hmo gH$Vo h¢, Omo d∫$Ï` _| Ï`∫$ {H$E JE h¢. Hß$nZr Ho$ ‡MmbZm| H$mo ‡^m{dV

H$a gH$Zo dmbo H$maH$m| _| V°`ma _mb Ho$ {~H´$s _yÎ` H$mo ‡^m{dV H$aZo dmbr _m±J VWm

Amny{V© pÒW{V`m±, BZnwQ> Cnb„YVm Am°a {H$_V|, gaH$mar {d{Z`_m| _| ~Xbmd,

amOÒd H$mZyZ, Xoe _| Am{W©H$ {dH$mg VWm A›` H$maH$ O°go {H$ {b{Q>JoeZ VWm

Am°⁄mo{JH$ gß~ßY em{_b h¢.

H•$Vo VWm dmÒVo {ZXoeH$ _ßS>b

_ßJoe nm{Q>b AZßV ~OmO eoIa ~OmO

dmBg ‡ogrS>|Q>-d°Ym{ZH$ Am°a Hß$nZr g{Md ¡dmBßQ> _°ZoqOJ S>m`aoä Q>a Mo`a_°Z d _°ZoqOJ S>m`aoä Q>a

FCS Zß. - 4752 DIN Ö 00089460 DIN Ö 00089358

_wß~B©, 30 _B©, 2016

H$m∞nm}aoQ> ‡emgZ na [anmoQ>©

H$m∞nm}aoQ> ‡emgZ na Hß$nZr Ho$ {g’m›V

""{dÌdmg go JwUdŒmm ~ZVr h°. JwUdŒmm go {_bVr h° gßVw{Ô>. gßVwpÓQ> go [aÌVo ~ZVo h¢.

[aÌVm| go {dÌdmg ~ZVm h°. ~OmO Bbopä Q¥>H$Îg _| h_ _mZVo h¢ ... {dÌdmg H$s naÂnam H$mo.''

Z{° VH$ _Îy ` H$ß nZr H$o ‡emgZ {g’m›V H$s Ztd h¢ Omo H$ß nZr H$o {nN>bo 76 dfm] H$o ApÒVÀd _| H$ß nZr H$s gÒß H$• {V H$m EH$ {hÒgm ~Z JE h.¢ h_ _mZVo h¢ {H$ Ï`mnma _| Am_XZr

Ama° _Zw m\$o go ¡`mXm _hÀdnUy © H$wN> Vmo h.° Ama° Bgr{bE h__| go ‡À`Ho $ H$mo h_ Omo ^r H$aVo h¢ Cg_| AnZm ~ho VarZ ‡XmZ H$aZo H$o {bE ‡`mgaV ahZm Mm{hE Vm{H$, h_ Z H$odb

‡À`Ho $ Cn^mäo Vm H$s OÍ$aV| nay r H$a gH$| ~pÎH$ CZH$s Anjo mAm| go H$ht ¡`mXm A¿N>m H$a gH$| . Bgr Zo h_| g~go AbJ ÒWmZ {Xbm`m hA˛ m h° Ama° em`X `hr EH$ dOh h° {H$

h_ AnZo Cn^mäo VmAm| H$o gmW EH$ Img [aÌVo H$m AmZXß bZo o H$o `mΩo ` ~Zo h.¢ ä `mßo Z hm,o O~ Amn ha gmYZ H$o gmW AnZm ~ho VarZ XZo o H$m ‡`mg H$aVo h,¢ Vmo dh ZOµ a AmVm hr h.°

H$mn∞ ma} Qo > ‡emgZ _Îy `m| Edß Z{° VH$ Ï`mnm[aH$ AmMaU H$o ‡{V H${Q>~’Vm H$o ~mao _| h.° H$mn∞ ma} Qo > ‡emgZ H$o Xmo _by VÀd h¢ - nmaX{eV© m Ama° Odm~Xho r. AnZo Ï`dgm` H$o H$w eb

gMß mbZ Ama° A›`, e`o aYmaH$m,| Jm´ hH$m,| H$_M© m[a`mß| Ama° {Og g_Xw m` _| H$ßnZr ‡MmbZ H$aVr h,° CZ g~H$o g{hV AnZo g^r Aeß YmaH$m| H$o ‡{V AnZm Xm{`Àd nay m H$aZo H$o

{bE {nN>bo H$B© gmbm| go H$ß nZr A¿N>o H$mn∞ ma} Qo > ‡emgZ na —Tã > {dÌdmg aI ahr h° Ama° bJmVma CgH$m Ï`dhma H$a ahr h.° H$ß nZr H$m gVV {dH$mg na ‹`mZ H$|–U , CÀnmX H$s

JUw dŒmm Ama° X`o gdo mAm| H$mo g{w ZpÌMV H$a Jm´ hH$m| H$o {bE Ah{_`V nX° m H$aZo H$o AnZo Jm´ hH$ H$|{–V —{Ô>H$mUo H$o gmW gmW grEgAma J{V{d{Y`m| H$o _m‹`_ go g_Xw m`m| H$mo

‡^m{dV H$aZo H$s AnZr nhM±˛ Zo AmnH$s H$ß nZr H$mo {Zdeo H$m,| Ï`mdgm{`H$ ^mJrXmam| , H$_M© m[a`m| Edß A›` {hVYmaH$m| H$m {dÌdmg Ama° gX^≤ md OrVZo H$o {bE gj_ ~Zm`m h.°

go~r Zo {XZmßH$ 02 {gVß~a, 2015 H$mo AnZr A{YgyMZm H´$_mßH$: go~r/EbES>r-EZAmaAmo/OrEZ/2015-16/013 Omar H$a ^maVr` ‡{V^y{V Edß {d{Z_` ~moS©>

(gyMZm Xm{`Àdm| Am°a ‡H$Q>rH$aU AmdÌ`H$VmAm|) {d{Z`_, 2015 (""go~r EbAmoS>rAma {d{Z`_'') H$mo 01 {Xgß~a 2015 go bmJy H$aZo Ho$ {bE A{Ygy{MV {H$`m h°.

go~r ¤mam {ZYm©[aV A‹`m` IV Ho$ gmW nãTo> JE go~r EbAmoS>rAma {d{Z`_ H$s AZwgyMr V _| {X`o AZwgma H$m∞nm}aoQ> ‡emgZ Ho$ {g’mßVm| Ho$ AZwnmbZ H$s `h [anmoQ©> ZrMo Xr

JB© h°:

H$m∞nm}aoQ> ‡emgZ H$s gßaMZm

Hß$nZr _| H$m∞nm}aoQ> ‡emgZ H$s gßaMZm Ho$ VrZ ÒVa h¢, Omo Bg ‡H$ma h¢ :

(i) `w{∫$nyU© n`©dojU-{ZXoeH$ _ßS>b Am°a ~moS>© H$s g{_{V`m| ¤mam erf© ÒVa na.

(ii) Epä µOä `y{Q>d ‡~ßYZ- Epä µOä `y{Q>d {ZXoeH$m| Ho$ g_mdoe dmbo H$m∞nm}aoQ> ‡~ßYZ ¤mam

(iii) H$m`©H$mar ‡~ßYZ-ÒQ¥>oQ>o{OH$ {~µOZog `w{ZQ> (Eg~r`y) A‹`jm| ¤mam.

VrZ ÒVa dmbm H$m∞nm}aoQ> ‡emgZ gßaMZm Z {g\©$ ‡~ßYZ Ho$ ¡`mXm CŒmaXm{`Àd Edß {dÌdgZr`Vm H$s nw{Ô> H$aVm h° ~pÎH$ ~ohVa Ï`mnm[aH$ Òdm`ŒmVm, H$m`©Hw$ebVm, AZwemgZ

Am°a Ï`mnm[aH$ ZoV•Àd H$m {dH$mg ^r gw{ZpÌMV H$aVm h°. Am°a gVV bm^ d•{’ ¤mam _yÎ` g•OZ H$aZo Ho$ {bE EH$ ‡oaH$ _mhm°b ~ZmVm h°.

Hß$nZr _| H$m∞nm}aoQ> ‡emgZ Ho$ {d{^›Z KQ>H$m| H$s ^y{_H$mE±

H$.{ZXoeH$ _ßS>b (~moS>©) :

~moS>© H$mo Hß$nZr Ho$ ‡~ßYZ, gm_m›` _m_bm|, {ZX}eZ Am°a H$m`©‡Xe©Z H$s {OÂ_oXmar gm¢nr JB© h° Am°a Cgo AmdÌ`H$ epä V`m±, A{YH$ma Am°a H$V©Ï` ‡XmZ {H$E JE h¢. ~moS>©

‡~ßYZ Ho$ Zr{VnyU© Ï`mnm[aH$ `moOZmAm| Am°a Ï`mnm[aH$ C‘oÌ`m| H$s g_rjm H$aVo h¢, _ßOyar XoVo h¢ Am°a Hß$nZr H$s Zr{VnyU© {Xem na ZµOa aIVo h¢. ~moS>© H$s gßaMZm Am°a

AmH$ma _O~yV h° Am°a `h Bgo C^aVo Ï`mnma Ho$ _w‘m| go Hw$ebVmnyd©H$ {ZnQ>Zo Ho$ {bE Am°a ÒdVßÃ {ZU©` H$aZo Ho$ {bE gj_ ~ZmVm h°. ~moS>© Ho$ µ¡`mXmVa {ZXoeH$ ÒdVßÃ

{ZXoeH$ h¢ {OZHo$ nmg CZHo$ AnZo gß~ß{YV joÃm| _| ~h˛V {ZnwUVm Am°a AZw^d h°.

I.H$m∞nm}aoQ> _°ZoO_o›Q> H${_Q>r (grE_gr ) :

grE_gr H$m _wª` H$m`© _hÀdnyU© _w‘m| na ~moS>© H$mo C{MV [anmoQ>© XoZo Ho$ {bE ‡^mdembr ‡Um{b`m| H$m gwMmÍ$ Í$n go H$m_ H$aZm gw{ZpÌMV H$aVo h˛E, ~moS>© ¤mam _ßOya

{ZX}em| Am°a T>m±Mo Ho$ AßXa hr Hß$nZr Ho$ Ï`mnmam| H$m Zr{VnyU© ‡~ßYZ H$aZm h°. Hß$nZr H$s _°ZoqOJ H${_Q>r H$m ZoV•Àd Mo`a_°Z Edß _°ZoqOJ S>m`aoä Q>a ¤mam {H$`m OmVm h° Am°a

CgHo$ gXÒ`m| Ho$ Í$n _| Ï`mnm[aH$/H$m`©H$mar ‡_wI hmoVo h¢, Omo Hß$nZr Ho$ amoµO_am© Ho$ _m_bm| Ho$ ‡~ßYZ na ZµOa aIVo h¢.

J.Mo`a_°Z Edß _°ZoqOJ S>m`aoä Q>a (grE_S>r) :

grE_S>r ~moS>© Ho$ Mo`a_°Z hmoZo Ho$ gmW-gmW Hß$nZr Ho$ Mr\$ Epä µOä `y{Q>d Am∞{\$ga ^r h¢. CZH$s ‡_wI ^y{_H$m _ßOya Zr{VnyU© Ï`mnm[aH$ `moOZmAm| Am°a Ï`mnm[aH$ C‘oÌ`m|

H$mo nyam H$aZo Ho$ {bE ~moS>© Am°a H$m∞nm}aoQ> _°ZoO_o›Q> H${_Q>r H$mo ZoV•Àd ‡XmZ H$aZm h°. do ~moS>© Am°a eo`aYmaH$m| H$s ~°R>H$m| H$s A‹`jVm H$aVo h¢.

K>.¡dmBßQ> _°ZoqOJ S>m`aoä Q>a (OoE_S>r) :

~moS>© Am°a H$m∞nm}aoQ> _°ZoO_o›Q> H${_Q>r Ho$ gXÒ` hmoZo Ho$ ZmVo, ¡dmBßQ> _°ZoqOJ S>m`aoä Q>a ~moS>© ¤mam _ßOya {ZX}em| Am°a T>m±Mo Ho$ AßXa hr Hß$nZr Ho$ Ï`mnmam| H$m Zr{VnyU© ‡~ßYZ

H$aZo _| `moJXmZ XoVo h¢. do Ï`mnmam| Ho$ Zr{VnyU© ‡~ßYZ Am°a H$m∞nm}aoQ> H$m`m] H$s ‡emgZ ‡{H´$`mAm| Am°a erf© ‡~ßYZ ‡^mderbVm g{hV H$m∞nm}aoQ> H$m`m] Ho$ {bE g_yMm

CŒmaXm{`Àd J´hU H$aVo h¢.

M.Zm∞Z-Epä µOä `y{Q>d S>m`aoä Q>g© (EZB©S>r) :

Zm∞Z-Epä ãOä `y{Q>d S>m`aoä Q>g© Zr{V, H$m`©Hw$ebVm, gßgmYZm|, gß{hVm Ho$ _mZH$m| Am{X O°go _w‘m| na AnZo ÒdVßÃ Om`µOo Ho$ gmW ~moS>© H$s ‡^mderbVm ~ohVa ~ZmZo _|

_hÀdnyU© ^y{_H$m AXm H$aVo h¢ gmW hr ~moS>© H$mo A_yÎ` gwPmd ^r XoVo h¢.

{ZXoeH$ _ßS>b

EH$ A¿N>o H$m∞nmoaoQ> ‡emgZ hoVw {~OZog ‡MmbZ _| {dÌdgZr` Am°a nmaX{e©Vm Ho$ {g’m›V hoVw ‡~ßYZ H$s ‡{V~’Vm H$mo ~ZmE aIZo Ho$ {bE Hß$nZr H$s `h nm∞{bgr h° {H$ ~moS>©

_| Epä ãOä `y{Q>d Am°a ÒdVßÃ {ZXoeH$m| H$m Cn`wä V _ob hmo Vm{H$ ~moS>© H$s Òdm`Œmm H$mo ~ZmE aIm Om gHo$ VWm ~moS>© Ho$ ‡emgZ Am°a ‡~ßYZ Ho$ H$m`m] H$mo n•WH$ {H$`m Om gHo$.

{ZXoeH$m| H$m gß`moOZ VWm loUr

bmJy H$mZyZ Ho$ AßVJ©V AmdÌ`H$VmZwgma ~moS>© _| EH$ _{hbm {ZXoeH$ g{hV Epä µOä `y{Q>d, Zm∞Z-Epä µOä `y{Q>d Am°a Bß{S>no›S>|Q> {ZXoeH$m| H$m g_mdoe hmoVm h°. Hß$nZr {ZXoeH$

_ßS>b _| Xg {ZXoeH$ h¢ {OZ_| go EH$ Epä µOä `y{Q>d Mo`a_°Z Edß _°ZoqOJ S>m`aoä Q>a h°, EH$ Epä µOä `y{Q>d ¡dmBßQ> _°ZoqOJ S>m`aoä Q>a h° Am°a AmR> Zm∞Z-Epä µOä `y{Q>d S>m`aoä Q>g© h°

{OZ_| go gmV S>m`aoä Q>g© Bß{S>no›S>|Q> h°o (EH$ _{hbm S>m`aoä Q>a g{hV).

g_rjm df© Ho$ Xm°amZ, lr AZßV ~OmO Hß$nZr Ho$ ¡dmBßQ> _°ZoqOJ S>m`aoä Q>a Ho$ Í$n _| 01 \$adar 2016 go nmßM gmb H$s Ad{Y Ho$ {bE {\$a go {Z`w∫$ {H$`o J`o Wo. CZH$s

{Z`w{∫$ eo`aYmaH$m| ¤mam S>mH$ _VnÃ Ho$ _m‹`_ go EH$ {deof ‡ÒVmd nm[aV H$a ÒdrH•$V H$s JB© Wr.

loUr _| A{V[aä V {ZXoeH$ Ho$ Èn _| {Z`w∫$ {H$`m h°.

go~r EbAmoS>rAma {d{Z`_ Ho$ A{Y{Z`_ 17 Ho$ AZwgma, AJa Hß$nZr _| H$moB© {Z`{_V Zm∞Z-E{ä ãOä `y{Q>d Mo`a_°Z Z hmo Vmo ~moS>© H$_ go H$_ AmYo ÒdVßÃ {ZXoeH$m| go ~Zm hmoZm

Mm{hE. ZrMo Xr JB© Vm{bH$m 1 Xem©Vr h° {H$ Hß$nZr BZ AnojmAm| H$m AZwnmbZ H$a ahr h°.

~moS>© H$s ~°R>H|$

A›` H$m`m] Ho$ Abmdm Ï`mnm[aH$ Zr{V Am°a aUZr{V H$s MMm© H$aZo Am°a {ZYm©[aV H$aZo Ho$ {bE ~moS>© {Z`{_V AßVambm| na ~°R>H|$ H$aVm h°. ~moS>©/g{_{V H$s ~°R>H|$ nyd©-{ZYm©[aV

hmoVr h¢ Am°a ~moS>© Edß ~moS>© H$s g{_{V`m| H$m AZw_m{ZV dm{f©H$ H°$b|S>a H$m\$s g_` nhbo hr {ZXoeH$m| _| {dV[aV H$a {X`m OmVm h° Vm{H$ CZH$mo ~°R>H$m| Ho$ {bE AnZr `moOZmAm|

H$mo {ZYm©[aV H$aZo _| gw{dYm Am°a gh`moJ {_b gHo$. AmdÌ`H$Vm nãS>Zo na, A{V[aä V ~°R>H|$ Am`mo{OV H$s OmVr h¢. bo{H$Z, Img Am°a AmnmVH$mbrZ Ï`mnm[aH$ AmdÌ`H$Vm

H$s pÒW{V _|, H$mZyZ ¤mam AZw_Œm {H$E AZwgma, A{YgyMZm Ho$ O[aE ‡ÒVmd nm[aV H$aHo$ ~moS>© H$s ÒdrH•${V bo br OmVr h°, {OgH$s ~moS>© H$s AJbr ~°R>H$ _| nwpÓQ> H$s OmVr h°.

~moS©> g^mAm| Am°a E.Or.E_. _| {ZXoeH$m| H$s CnpÒW{V [aH$m∞S©>

{ZXoeH$ H$m Zm_ loUr A›` {ZXoeH$m| Ho$ gmW gß~ßY ~moS>© _r{Q>ßJm| Aß{V_ E.Or.E_. _|

_| ^mJrXmar ^mJ {b`m `m Zht

eoIa ~OmO ‡_moQ>a; AZßV ~OmO Ho$ {nVm Edß 7/7 hmß

Zm∞Z-Bß{S>no›S>|Q;> Epä µOä `y{Q>d _Ywa ~OmO Ho$ ^mB©

AZßV ~OmO ‡_moQ>a; eoIa ~OmO Ho$ nwÃ Edß 6/7 hmß

Zm∞Z-Bß{S>no›S>|Q>; Epä µOä `y{Q>d _Ywa ~OmO Ho$ ^VrOo

_Ywa ~OmO ‡_moQ>a; Zm∞Z-Bß{S>no›S>|Q;> eoIa ~OmO Ho$ ^mB© Edß 4/7 hmß

Zm∞Z-Epä µOä `y{Q>d AZßV ~OmO Ho$ MmMm

EM. dr. Jmo`ßH$m Bß{S>no›S>|Q>; Zm∞Z-Epä µOä `y{Q>d -- 7/7 hmß

AemoH$ OmbmZ Bß{S>no›S>|Q;> Zm∞Z-Epä µOä `y{Q>d -- 7/7 hmß

dr.~r. h[a^pä V Bß{S>no›S>|Q>; Zm∞Z-Epä µOä `y{Q>d -- 7/7 hmß

S>m∞. (lr_Vr) B›Xw ehmZr Bß{S>no›S>|Q>; Zm∞Z-Epä µOä `y{Q>d -- 5/7 hmß

S>m∞. Ama. nr. qgh Bß{S>no›S>|Q>; Zm∞Z-Epä µOä `y{Q>d -- 6/7 hmß

AZwO nmo‘ma* Bß{S>no›S>|Q>; Zm∞Z-Epä µOä `y{Q>d -- bm.Z bm.Z.

{g’mW© _ohVm* Bß{S>no›S>|Q>; Zm∞Z-Epä µOä `y{Q>d -- bm.Z bm.Z.

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AZwO nmo‘ma* Hw$N> Zht

{g’mW© _ohVm* Hw$N> Zht

* {Z`wpä V 30 _B©, 2016 go ‡^mdr

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H$s JB© h°.

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_| em{_b h° :-

1. Hß$nZr Ho$ Ï`mnma Am°a H$m`© ‡_wIm| ¤mam g_` g_` na {d{^ﬁ H$m`m] Am°a joÃm| na ~Zm`r JB© ‡ÒVw{V`m±.

2. A{Y{Z`_ Am°a go~r EbAmoS>rAma {d{Z`_ _| ~ãSo> ~Xbmd Am°a {dÒVma na g_`-g_` na ~ZmE J`o ‡ÒVwVrH$aU Am°a Am`mo{OV {dMma-{d_e©.

AnZo ÒdVßÃ {ZXoeH$m| Ho$ {bE Hß$nZr Ho$ A{^kVm H$m`©H´$_ H$s OmZH$mar Hß$nZr H$s do~gmBQ > www.bajajelectricals.com na Xr JB© h°.

~moS>© / g{_{V`m| Am°a Ï`{∫$JV {ZXoeH$ H$m ‡Xe©Z _yÎ`mßH$Z

{Z`_m| Am°a go~r EbAmoS>rAma Ho$ A{Y{Z`_ Ho$ ‡mdYmZm| H$m AZwgaU H$aVo h˛`o, ~moS>© Zo Òd`ß Ho$ ‡Xe©Z H$m VWm Zm_mßH$Z Am°a nm[al{_H$ g{_{V ¤mam {ZYm©[aV {ZÂZ{b{IV

_mZXßS>m| Ho$ AmYma na AnZr g{_{V`m| Am°a Ï`{∫$JV {ZXoeH$m| Ho$ dm{f©H$ ‡Xe©Z H$m ‡Xe©Z _yÎ`mßH$Z {H$`m h° :

^mJ E : ~moS>© Am°a ~moS>© H$s g{_{V`m| Ho$ {bE

1. ÒdVßÃ {ZXoeH$m| (~moS©> Ho$ _m_bo _| _{hbm {ZXoeH$) H$s AmdÌ`H$ gßª`m g{hV gß`moOZ;

2.~°R>H$m| H$s Amd•{Œm;

3.H$mZyZ Ho$ AßVJ©V {ZYm©[aV ‡_wI H$m`m] H$m nyam H$aZm;

4.H$mZyZ Ho$ AßVJ©V {ZYm©[aV A›` Xm{`Àdm| H$mo nyam H$aZm;

5.H$m∞nm}aoQ> ‡emgZ Ï`dhmam| H$s ‡^mdH$m[aVm na ZãOa aIZm;

6. Hß$nZr Ho$ boImßH$Z Am°a {dŒm [anmo{Q™>J ‡Um{b`m|, ÒdVßÃ boIm narjU, AmßV[aH$ boIm narjU Am°a Omo{I_ ‡~ßYZ ‡Um{b`m| (~moS©> Am°a boIm narjU g{_{V) H$s

g_J´Vm {ZpÌMV H$aZm;

7. Hß$nZr Ho$ g^r AßeYmaH$m| Ho$ {hV _| H$m`© H$aZm.

^mJ ~r: {ZXoeH$m| Ho$ {bE

1.CnpÒW{V Am°a gh^m{JVm;

2.~moS>© Am°a d[a> _°ZoO_|Q> Ho$ gß~ßY _| g{H´$` Am°a gH$mamÀ_H$ —{Ô>H$moU, {deofÍ$n go Omo{I_ Ho$ ‡~ßYZ Ho$ {bE Ï`dÒWmE± Am°a ‡{VÒnYm© go CÀn›Z MwZm°{V`m| H$m gm_Zm

H$aZo Ho$ {bE AmdÌ`H$ H$X_;

3.JmonZr`Vm ~ZmE aIZm;

4.gX≤^mdZm Ho$ gmW Am°a nyU©ÈnoU Hß$nZr Ho$ {hV _| H$m`© H$aZm;

5.bJZ Am°a `Wmo{MV ‹`mZ g{hV Xm{`Àdm| H$m nmbZ$H$aZm ;

6.{dYmZm| Am°a {d{Z`_m| H$m AjaeÖ AZwnmbZ H$aZm;

7.{dMmam|, —{Ô>H$moUm| Am°a _Vm| Ho$ ‡{V CXmaVm Am°a nwamZo ‡WmAm| H$mo ~XbZo Am°a MMm© Ho$ {bE Z`o {dMmam| H$mo ‡XmZ H$aZo H$s j_Vm;

8.~moS>© Ho$ gXÒ`m| Ho$ gmW naÒna {dÌdmg Am°a gÂ_mZ Ho$ gß~ßYm| H$mo ~ZmE aIZm;

9.Hß$nZr H$s H$m`© ‡Um{b`m| na {dŒmr` Am°a A›` gyMZm H$mo ‡^mdembr Èn go Om±MZo H$s j_Vm Am°a Cg na gH$mamÀ_H$ gh`moJ H$aZo H$s j_Vm.

{Og T>ßJ H$m nmbZ H$aHo$ Eogm Am°nMm[aH$ dm{f©H$ _yÎ`mßH$Z {H$`m J`m, dh ZrMo ‡XmZ {H$`m J`m h° :

• ~moS©> ¤mam ÒdrH•$V dm{f©H$ ‡Xe©Z _yÎ`mßH$Z _mZXßS> Ho$ AmYma na g_rjmYrZ df© Ho$ {bE ~moS>©, CgH$s g{_{V`m| Am°a {ZXoeH$m| (_yÎ`mß{H$V {H$E Om aho {ZXoeH$ H$mo

N>moãS>H$a) Ho$ ‡Xe©Z _yÎ`mßH$Z Ho$ gß~ßY _| df© Ho$ AßV _| ‡À`oH$ {ZXoeH$ ¤mam aoqQ>J erQ≤>g ^ar JB™.

• BgHo$ ~mX ‡À`oH$ {ZXoeH$ ¤mam {XE JE _yÎ`mßH$Zm| Ho$ AmYma na EH$ g_o{H$V gmamße V°`ma {H$`m J`m {OgHo$ AmYma na Mo`a_°Z ¤mam EH$ ‡Xe©Z _yÎ`mßH$Z [anmoQ>© V°`ma H$s

JB©, Omo g_rjmYrZ df© Ho$ Xm°amZ ~moS>©, CgH$s g{_{V`m| Am°a {ZXoeH$m| Ho$ ‡Xe©Z Ho$ gß~ßY _| Wr.

• ‡Xe©Z _yÎ`mßH$Z H$s [anmoQ©> Ho$ AZwgma ~moS>© A›` {df`m| _o `h {ZYm©[aV H$aoJm {H$ {ZXoeH$ H$s {Z`w{∫$ H$s Ad{Y H$mo Omar aIm OmE `m Zht. g_rjmYrZ df© Ho$

Xm°amZ {H$gr ^r {ZXoeH$ H$s {Z`w{∫$ H$s Ad{Y H$mo Omar aIZo Ho$ ~mao _| {ZU©` boZo H$m H$moB© Adga Zht h˛Am Am°a Bg{bE, CZH$s nwZÖ {Z`w{∫$ na {ZU©` boZo H$m ‡ÌZ

CR>m hr Zht.

H$mZyZr AZwnmbZ [anmoQ©> H$s g_rjm

df© Ho$ Xm°amZ, ~moS>© Zo Hß$nZr Ho$ {bE bmJy {d{^ﬁ H$mZyZm| Ho$ gß~ßY _| ‡~ßYZ ¤mam V°`ma Edß ‡ÒVwV H$s JB© AZwnmbZ [anmoQ©> H$s Amd{YH$ g_rjm H$s h°.

boIm narjm g{_{V

JR>Z Am°a gß`moOZ

Hß$nZr Zo AnZr ÒdVßÃ boIm narjm g{_{V gZ 1998 _| ÒWm{nV H$s Wr. CgHo$ ~mX go, Hß$nZr g_`-g_` na g{_{V H$s gßaMZm Am°a H$m_H$mO H$s g_rjm H$a ahr h° VWm Cg

na C{MV ~Xbmd H$a ahr h° Vm{H$ dh A{YH$ ‡^mdr {g’ hmo gHo$ Edß go~r {d{Z`_ d A{Y{Z`_ Ho$ AßVJ©V {d{^›Z AnojmAm| H$m AZwnmbZ hmo gHo$.

boIm narjm g{_{V Ho$ g^r gXÒ` ÒdVßÃ, J°a H$m`©H$mar {ZXoeH$ h¢ Am°a g{_{V _| {Z`w{∫$ Ho$ {bE CZHo$ nmg Ano{jV `moΩ`Vm Am°a {dŒm, boIm ‡WmAm| Am°a AmßV[aH$ {Z`ßÃU

H$m JhZ kmZ h°. Hß$nZr goH´o$Q>ar boIm narjU g{_{V Ho$ goH´o$Q>ar Ho$ Í$n _| H$m`© H$aVo h¢.

boIm narjm g{_{V H$s gßX^© H$s eV] Ï`mnH$ h¢ Am°a O°gm ZrMo d{U©V h°, go~r EbAmoS>rAma {d{Z`_ Ho$ A{Y{Z`_ 18 Am°a A{Y{Z`_ H$s IßS> 177 _| A{Zdm`© H$s JB©

AnojmAm| go ~ãT>H$a h¢.

g{_{V H$s ^y{_H$m Am°a Xm{`Àd:

H$)AmßV[aH$ {Z`ßÃU ‡Um{b`m|, narjH$m| Ho$ AdbmoH$Z g{hV narjm Ho$ {df`-joÃ Ho$ ~mao _| {dMma-{d_e© H$aZm Am°a ~moS©> H$mo ‡ÒVwV H$aZo go nhbo {V_mhr,

AY©-dm{f©H$s` Am°a dm{f©H$ {dŒmr` {ddaU H$s g_rjm H$aZm Am°a AmßV[aH$ {Z`ßÃU ‡Um{b`m| Ho$ AZwnmbZ H$mo ^r gw{ZpÌMV H$aZm;

I)`h {ZpÌMV H$aZo Ho$ {bE {H$ {dŒmr` {ddaU ghr, n`m©· Am°a {dÌdmg `moΩ` h°, Hß$nZr H$s {dŒmr` [anmo{Q™>J ‡{H´$`m Am°a BgH$s {dŒmr` OmZH$mar Ho$ ‡H$Q>rH$aU H$m

{ZarjU H$aZm;

J)~moS©> H$mo {Z`w{∫$, nwZÖ {Z`w{∫$ Am°a `{X AmdÌ`H$ hmo, d°Ym{ZH$ boIm narjH$ H$m ‡{VÒWmnZ AWdm {ZÓH$mgZ Am°a CZH$s {Z`w{∫$ H$s eVm] H$s {g\$m[ae H$aZm;

K)~moS©> H$mo ‡ÒVwV H$aZo go nhbo {V_mhr, AY©-dm{f©H$s` Am°a dm{f©H$ {dŒmr` {ddaU H$s _°ZoO_|Q> Ho$ gmW g_rjm H$aZm, Omo _wª`Í$n go {ZÂZ{bpIV na Ho$p›–V h¢ -

• Hß$nZr A{Y{Z`_, 2013 Ho$ IßS> 134 Ho$ Cn-IßS (3)> H$s Ymam (gr) H$s eVm] Ho$ AZwgma ~moS©> H$s [anmoQ>© _| em{_b {H$E OmZo dmbo {ZXoeH$ Ho$ Xm{`Àd H$WZ

_| em{_b {H$E OmZo dmbo _w‘o

• boIm Zr{V`m| Am°a Ï`dhmam| _| H$moB© ^r ~Xbmd Am°a Cg ~Xbmd Ho$ H$maU.

• ‡_wI boIm ‡{d{Ô>`m± Omo _°ZoO_|Q> ¤mam {ZU©` Ho$ ‡`moJ na AmYm[aV AmH$bZm| H$mo em{_b H$aVo h¢.

• boIm [anmoQ>© Ho$ ‡mÍ$n _| `moΩ`VmE±.

• boIm {ZÓH$f© n[aUm_m| go CÀnﬁ h˛E {dŒmr` {ddaU _| {H$E JE CÎboIZr` g_m`moOZ.

• Omar ‡gßJ H$m nydm©Zw_mZ.

• boIm _mZH$m| H$m AZwnmbZ.

• {bpÒQ>ßJ Am°a {dŒmr` {ddaU gß~ß{YV A›` d°Ym{ZH$ AmdÌ`H$VmAm| H$m AZwnmbZ.

• gß~ß{YV nmQ>u Q¥>mßOoä e›g H$m ‡H$Q>rH$aU, AWm©V≤ g_W©H$m| AWdm _°ZoO_|Q>, CZHo$ ghH$mar Hß$n{Z`mß AWdm [aÌVoXmam|, Am{X Ho$ gmW _yÎ`dmZ ‡H•${V Ho$ Hß$nZr

Ho$ Q¥>mßOoä e›g {OZH$m Ï`mnH$ Í$n go Hß$nZr H$s {hVm| Ho$ gmW gß^m{dV Q>H$amd hmo gH$Vm h°.

M)gmd©O{ZH$ ‡ÒVmdm| Am°a gß~ß{YV _w‘m| ¤mam EH${ÃV {H$E JE YZ Ho$ Aß{V_ ‡`moJ na ZµOa aIZm;

N>)boIm narjH$ H$s ÒdVßÃVm Am°a ‡Xe©Z, Am°a boIm narjm ‡{H´$`m H$s ‡^mdH$m[aVm H$s g_rjm H$aZm Am°a Cg na ZµOa aIZm;

O)gß~ß{YV nm{Q©>`m| Ho$ gmW Hß$nZr Ho$ Q¥>mßOoä e›g _| AZwdVu ~Xbmd `m ÒdrH•${V;

P)AßVa-Hß$nZr F$Um| Am°a {Zdoem| H$s g_rjm;

Q>)Ohm± AmdÌ`H$ hmo, Hß$nZr Ho$ CnH´$_m| AWdm gßn{Œm H$m _yÎ` {ZYm©aU;

R>)d°Ym{ZH$ Am°a AmßV[aH$ boIm narjH$m| Ho$ ‡Xe©Z, AmßV[aH$ {Z`ßÃU ‡Um{b`m| H$s n`m©·Vm Ho$ ~mao _| _°ZoO_|Q> Ho$ gmW g_rjm;

S>)AmßV[aH$ boIm narjm H$m`© H$s n`m©·Vm H$s g_rjm H$aZm {Og_| AmßV[aH$ boIm narjm {d^mJ, ÒQ>mq\$J Am°a {d^mJ H$m ZoV•Àd H$aZo dmbo A{YH$mar H$s d[a>Vm,

AmßV[aH$ boIm narjm H$s gßaMZm Ï`m{· Am°a Amd•{Œm em{_b h°;

T>>)CÎboIZr` {dÓH$f© n[aUm_m| na AmßV[aH$ boIm narjH$m| Ho$ gmW MMm© Am°a Cg na AmJo H$s H$m`©dmhr H$aZm;

U){OZ _w‘m| _| _yÎ`dmZ ‡H•${V Ho$ AmßV[aH$ {Z`ßÃU ‡Um{b`m| H$s gß{XΩY YmoImYãS>r AWdm A{Z`{_VVm AWdm Ag\$bVm h°, CZ _w‘m| H$s AmßV[aH$ boIm narjH$m| ¤mam

H$s JB© AmßV[aH$ N>mZ~rZ Ho$ {dÓH$f© n[aUm_m| H$s g_rjm H$aZm Am°a ~moS©> H$mo Cg _w‘o H$s [anmo{Q™>J H$aZm;

V)boIm narjm Amaß^ hmoZo go nhbo boIm narjm H$s ‡H•${V Am°a ‡gma na d°Ym{ZH$ boIm narjH$m| Ho$ gmW MMm© Am°a gmW hr, qMVmOZH$ joÃ H$s CnpÒW{V {ZpÌMV H$aZo

Ho$ {bE boIm narjm nÌMmV MMm©;

W)Hß$nZr Ho$ {dŒmr` {Z`ßÃUm| Am°a OmopI_ ‡~ßYZ ‡Um{b`m| H$s g_rjm;

X)O_mH$Vm©Am|, {S>~|MaYmaH$m|, eo`aYmaH$m| (Kmo{fV bm^mßem| Ho$ ^wJVmZ Z hmoZo H$s pÒW{V _|) Am°a boZXmam| Ho$ ^wJVmZm| _| R>mog MyH$m| Ho$ {bE H$maUm| H$s Om±M-nãS>Vmb

H$aZm.

Y)pÏh{gb „bmoAa `ßÃmdbr H$s H$m`©n’{V H$s g_rjm H$aZm;

Z)CÂ_rXdma H$s `moΩ`VmAm|, AZw^dm| Am°a n•>^y{_, Am{X H$m _yÎ`mßH$Z H$aZo Ho$ ~mX grE\$Amo (AWm©V≤ nyU©H$m{bH$ {dŒm {ZXoeH$ AWdm {dŒm H$m`© H$m ZoV•Àd H$aZo dmbm

AWdm Cg H$m`© H$m gßnmXZ H$aZo dmbm H$moB© A›` Ï`{∫$) H$s {Z`w{∫$ H$s ÒdrH•${V;

n$)~moS©> ¤mam O°go AmdÌ`H$ hmo, H$moB© ^r A›` H$m`© nyam H$aZm.

boIm narjm$g{_{V {ZÂZ{bpIV gyMZm H$s A{Zdm`© Í$n go g_rjm H$aoJr:

1.‡~ßYZ MMm© Am°a {dŒmr` pÒW{V Am°a H$m`©‡Um{b`m| Ho$ n[aUm_ H$m {dÌbofU;

2._°ZoO_|Q> ¤mam ‡ÒVwV {H$`m J`m CÎboIZr` gß~ß{YV nmQ>u Q¥>mßOoä e›g (O°gm boIm narjm g{_{V _| n[a^m{fV h°) H$m {ddaU;

3.d°Ym{ZH$ boIm narjH$m| ¤mam Omar {H$E JE ‡~ßYZ nÃ/AmßV[aH$ {Z`ßÃU X˛~©bVmEß Ho$ ~mao _| nÃ;

4.AmßV[aH$ {Z`ßÃU X˛~©bVmAm| go gß~{YV AmßV[aH$ boIm narjm [anmoQ≤g©; Am°a

5.‡_wI AmßV[aH$ boIm narjH$ H$s {Z`w{∫$, {ZÓH$mgZ Am°a nm[al{_H$ H$s eV].

~°R>H$m| _| CnpÒW{V

~°R>H|$ h˛B©. BZ ~°R>H$m| H$mo H$m\$s nhbo {ZYm©[aV {H$`m J`m Wm. BZ ~°R>H$m| _| boIm narjm g{_{V Ho$ gXÒ`m| Ho$ Abmdm, Am_ß{ÃVm| Ho$ Èn _| A›` {ZXoeH$, {dŒm Edß AmßV[aH$

boIm narjm H$m`m™o Ho$ ‡_wIm|, Hß$nZr Ho$ d°Ym{ZH$ boIm narjH$m| VWm g{_{V ¤mam OmZH$mar ‡XmZ H$aZo Ho$ {bE OÍ$ar g_Po JE Epä ãOä `y{Q>Ïg Zo ^mJ {b`m.

gXÒ` H$m Zm_ nXZm_ ~°R>H$m| _| CnpÒW{V

dr.~r. h[a^pä V A‹`j 5/5

AemoH$ OmbmZ gXÒ` 5/5

S>m∞. (lr_Vr) B›Xw ehmZr gXÒ` 3/5

06AJÒV 2015 H$mo h˛E Hß$nZr H$s dm{f©H$ gmYmaU ~°R>H$ _| eo`aYmaH$m| Ho$ ‡ÌZm| H$m CŒma XoZo Ho$ {bE dr. ~r. har^{∫$, boIm narjm g{_{V Ho$ Mo`a_°Z, CnpÒWV Wo.

Zm_mßH$Z VWm nm[al{_H$ g{_{V

Zm_mßH$Z Am°a nm[al{_H$ g{_{V EH$ A{YH$ma nÃ ¤mam {Z`ß{ÃV hmoVm h°. g{_{V Ho$ g^r gXÒ` ÒdVßÃ {ZXoeH$ h¢.

g{_{V Ho$ {dMmamW© {df` Bg ‡H$ma h¢:

1.CZ Ï`{∫$`m| H$s nhMmZ H$aZm Omo {ZXoeH$ ~ZZo Ho$ `moΩ` h¢ Am°a {ZYm©[aV {H$E JE _mZXßS>m| Ho$ AZwgma Omo d[a> ‡~ßYZ _| {Z`w∫$ {H$E Om gH$Vo h¢, ~moS©> H$mo CZH$s {Z`w{∫$

Am°a {ZÓH$mgZ H$s {gµ\$m[ae H$aZm;

2.‡À`oH$ {ZXoeH$ Ho$ ‡Xe©Z H$m _yÎ`mßH$Z H$aZm;

3.`moΩ`VmAm|, gH$mamÀ_H$ JwUm| Am°a {ZXoeH$ H$s ÒdVßÃVm Ho$ {bE _mZXßS> ‡{Vnm{XV H$aZm Am°a ~moS©> H$mo {ZXoeH$m|, ‡_wI ‡~ßYH$s` H$_©Mmar Am°a A›` H$_©Mm[a`m| Ho$

{bE nm[al{_H$ go gß~ß{YV EH$ nm∞{bgr H$s {g\$m[ae H$aZm;

4.nm∞{bgr ‡{Vnm{XV H$aVo g_` `h {ZpÌMV H$aZm {H$ -

A.nm[al{_H$ H$m ÒVa Am°a gß`moOZ `Wmo{MV h° Am°a Hß$nZr H$mo g\$bVmnyd©H$ MbmZo Ho$ {bE AmdÌ`H$ CÀH•$Ô> {ZXoeH$m| H$mo AmH${f©V H$aZo, ‡{VYmaU H$aZo Am°a

‡o[aV H$aZo Ho$ {bE n`m©· h°;

~.nm[al{_H$ go ‡Xe©Z H$m gß~ßY ÒnÔ> h° Am°a C{MV ‡Xe©Z H$s{V©_mZm| H$mo nyam H$aVm h°; Am°a

H$.{ZXoeH$m|, ‡_wI ‡~ßYH$s` H$_©Mm[a`m| Am°a d[a> ‡~ßYZ Ho$ {bE nm[al{_H$ _| pÒWa Am°a ‡moÀgmhZ doVZ Ho$ ~rM H$m gßVwbZ em{_b h° Omo Hß$nZr Am°a CgHo$

b˙`m| Ho$ gßMmbZ Ho$ {bE C{MV bKw Am°a bÂ~r Ad{Y Ho$ ‡Xe©Z b˙`m| H$mo Xem©Vm h°.

5.Hß$nZr H$s {dŒmr` pÒW{V, C⁄moJ _| ÈPmZ, {Z`w{∫$ H$s `moΩ`VmAm|, AZw^d, {nN>bm H$m`© {ZÓnmXZ, {nN>bm nm[al{_H$, Am{X na {dMma H$aZm Am°a Hß$nZr Am°a

eo`aYmaH$m| Ho$ {hV Ho$ ~rM EH$ gßVwbZ ~ZmVo h˛E nm[al{_H$ gßnw{Ô> {ZYm©[aV H$aZo _| {ZÓnjVm CÀnﬁ H$aZm;

6.ÒdVßÃ {ZXoeH$m| Edß ~moS©> Ho$ ‡Xe©Z _yÎ`mßH$Z Ho$ {bE _yÎ`mßH$Z _mZXßS> {ZYm©[aV H$aZm/‡{Vnm{XV H$aZm;

7.~moS©> ~h˛Í$nVm na EH$ Zr{V Ty>±T> {ZH$mbZm;

8.~moS©> ¤mam g_` g_` na {ZYm©[aV {H$`o h˛E {d{eÔ> Xm{`Àdm| H$m ^ma CR>mZm;

9.Hß$nZr H$s bmJV na nam_e©XmVmAm| H$mo {Z`w∫$/‡{VYmaU H$aZm, CgHo$ H$m`m] Ho$ gß~ßY _| gh`moJ XoZm, `{X AmdÌ`H$ hmo;

10.Hß$nZr H$s B©EgAmonr `moOZmAm| Ho$ AßVJ©V H$_©Mm[a`m| H$mo ‡XmZ {H$E OmZo dmbo H$_©Mmar ÒQ>m∞H$ {dH$Înm| H$s ‡_mÃm {ZYm©[aV H$aZm; B©EgAmonrEg ‡XmZ H$aZo Ho$ {bE

`moΩ`Vm {ZYm©[aV H$aZm; H$m∞nm}aoQ> H$m`©dm{h`m| Ho$ _m_bo _| ›`m`mo{MV Am°a `Wmo{MV g_m`moOZ H$aZo Ho$ {bE n’{V V` H$aZm; H$_©Mmar ÒQ>m∞H$ {dH$În ‡XmZ H$aZo,

A{YH•$V H$aZo Am°a ‡`moJ H$aZo Ho$ {bE n’{V Am°a eV]; H$_©Mmar ÒQ>m∞H$ {dH$Înm| H$m ZH$Xr{dhrZ ‡`moJ Ho$ {bE n’{V, Am{X.

g_rjmYrZ df© Ho$ Xm°amZ, g{_{V H$s 3 (VrZ) ~ma: 06 AJÒV 2015, 05 Zdß~a 2015 Am°a 10 \$adar 2016 H$mo ~°R>H|$ h˛B©.

gXÒ`

dr.~r. h[a^pä V A‹`j 3/3

AemoH$ OmbmZ gXÒ` 3/3

S>m∞. (lr_Vr) B›Xw ehmZr gXÒ` 1/3

06 AJÒV 2015 H$mo h˛E Hß$nZr H$s dm{f©H$ gmYmaU ~°R>H$ _| eo`aYmaH$m| Ho$ ‡ÌZm| H$m CŒma XoZo Ho$ {bE dr. ~r. har^pä V, Zm_mßH$Z Am°a nm[al{_H$ g{_{V Ho$ Mo`a_°Z,

CnpÒWV Wo.

AßeYmaH$ gÂnH©$ g{_{V

{hÒgoXmam| H$s ""gß~ßY g{_{V'' Xmo gXÒ`r` hmoVr h°, {Og_| XmoZm| ÒdVßÃ {ZXoeH$ hmoVo h¢.

g{_{V H$mo eo`aYmaH$m| Am°a {ZdoeH$m| H$s eo`am| Ho$ hÒVmßVaU d ‡ofU, dm{f©H$ [anmoQ>© H$s A‡mpﬂV, Kmo{fV bm^mße H$s A‡mpﬂV, {~Zm Xmdo Ho$ bm^mße H$m ^wJVmZ, ~ohVa gwajm

YmaH$ godmAm| Am°a gß~ßYm| H$mo gwJ_ ~ZmZm, Am{X go gß~ß{YV {eH$m`Vm|, `Xr H$moB© hmo Vmo, Cgo {ZnQ>mZo H$s {OÂ_oXmar gm¢nr JB© h°.

lr _ßJoe nm{Q>b, dmBg ‡o{gS>|Q>-d°Ym{ZH$ Am°a Hß$nZr g{Md H$mo Hß$nZr H$m AZwnmbZ A{YH$mar _ZmoZrV {H$`m J`m h°.

06 AJÒV,2015 H$mo h˛B© Hß$nZr H$s dm.gm.g. _| eo`aYmaH$m| Ho$ ‡ÌZm| H$m CŒma XoZo Ho$ {bE dr. ~r. har^pä V, AßeYmaH$ gÂnH©$ g{_{V Ho$ Mo`a_°Z, CnpÒWV Wo.

{ZdoeH$m| H$s {eH$m`V| ‹`mZ _| br J`r/gwbPm`r J`r

df© Ho$ Amaß^ _| A{ZUuV Hw$N> Zht

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df© Ho$ Xm°amZ gwbPm`r J`r 11

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AmMma gß{hVm ‡{Vnm{XV H$aZo H$s Anojm H$aVm h°, {OgH$m nmbZ H$aZm Hß$nZr Ho$ {bE A{Zdm`© h° {Oggo H${WV {d{Z`_m| Ho$ {eS>Áyb E _| {ZYm©[aV ‡À`oH$ {g’mßV H$m nmbZ

{H$`m Om gHo$.

BgHo$ A{V[a∫$, BZ {d{Z`_m| H$m {d{Z`_ 9(1) gyMr~’ Hß$nZr go EH$ AmMma gß{hVm ‡{Vnm{XV H$aZo H$s Anojm H$aVm h° {Oggo BgHo$ H$_©Mm[a`m| Am°a A›` OwãS>o Ï`{∫$`m|

¤mam Q¥>oqS>J H$mo {Z`{_V {H$`m Om gHo$, CZH$s {ZJamZr H$s Om gHo$ Am°a C›h| [anmoQ>© {H$`m Om gHo$, {d{Z`_m| Ho$ {eS>Áyb ~r _| {ZYm©[aV {d{Z`_m| Ho$ {ZÂZV_ _mZH$m| H$mo AnZmVo

h˛E H${WV {d{Z`_m| Ho$ gmW AZwnmbZ ‡m· H$aZo Ho$ C‘oÌ` go.

VXZwgma, 23 _mM©, 2015 H$mo Am`mo{OV AnZr ~°R>H$ _| ~moS©> Zo {ZÂZ{bpIV H$mo ÒdrH•$V {H$`m Am°a AnZm`m,

H$)\o$`a {S>Òä bmoµOa Am∞µ\$ AZnp„bÌS> ‡mBg g|{g{Q>d BZ\$m_}eZ Ho$ {bE Ï`dhma Am°a n’{V gß{hVm; Am°a

I)BgHo$ H$_©Mm[a`m| Am°a A›` OwãS>o Ï`{∫$`m| ¤mam Q¥>oqS>J H$mo {Z`{_V H$aZo, CZH$s {ZJamZr H$aZo Am°a [anmoQ>© H$aZo Ho$ {bE AmMma gß{hVm.

`o H${WV gß{hVmE± Hß$nZr H$s do~gmBQ> www.bajajelectricals.com na ‡X{e©V H$s JB© h¢ Am°a 15 _B©, 2015 go BZH$m nmbZ {H$`m Om ahm h°.

AmßV[aH$ {Z`ßÃU Am°a Omo{I_ ‡~ßYZ H$m T>mßMm :

Hß$nZr Ho$ nmg AmßV[aH$ boIm narjm Ho$ {bE _O~yV ‡Um{b`m± h¢. AmßV[aH$ boIm narjm _| g_ÒV H$maImZo, emIm H$m`m©b`, JmoXm_ Am°a H|$–r` Vm°a na {Z`ß{ÃV Ï`mnma Am°a

H$m`©‡Um{b`m± em{_b H$s OmVr h¢. dm{f©H$ AmßV[aH$ boIm narjm H$da `moOZm ‡À`oH$ df© Ho$ Amaß^ _| boIm narjm g{_{V ¤mam _ßOya H$s OmVr h°. ha {V_mhr, _ßS>b H$s boIm

narjm g{_{V Ho$ g_j {Z`ßÃU Ho$ _wª` _wX≤Xo Am°a {nN>bo _wX≤Xm| na H$s JB© H$m`©dm{h`m± noe H$s OmVr h¢.

go~r EbAmoS>rAma {d{Z`_ Ho$ A{Y{Z`_ 21 Ho$ AZwgaU _|, Omo{I_ ‡~ßYZ g{_{V Ho$ JR>Z H$m ‡mdYmZ Hß$nZr Ho$ {bE bmJy Zht h°. hmbmß{H$, `h gw{ZpÌMV H$aZo Ho$ {bE

{H$ H$m`©H$mar ‡~ßYZ EH$ R>rH$ Tß>J go n[a^m{fV T>mßMo Ho$ _m‹`_ go Omo{I_ H$m {Z`ßÃU H$aVm h°, Hß$nZr Ho$ nmg Omo{I_ _yÎ`mßH$Z Am°a ›`yZrH$aU ‡{H´$`mAm| Am°a Amd{YH$

g_rjm Ho$ ~mao _| ~moS©> H$mo gy{MV H$aZo Ho$ {bE EH$ VßÃ h°.

Omo{I_ ‡~ßYZ na {dÒV•V boI ~moS>© [anmoQ>© Ho$ {dŒmr` g_rjm IßS> _| {X`m J`m h°.

"pÏh{gb „bmoAa nm∞{bgr'/Mm°H$gr ‡Umbr VWm `h ‡{VkmnZ {H$ {H$gr ^r H$m{_©H$ H$mo boIm g{_{V VH$ nh˛ßMZo H$m A{YH$ma h°.

Hß$nZr Ï`mdgm{`H$Vm Ho$ C¿MV_ _mZH$m|, B©_mZXmar, EH$Vm VWm Z°{VH$ Ï`dhma H$mo AnZmH$a AnZo KQ>H$m| Ho$ _m_bm| H$m gßMmbZ C{MV Edß nmaXeu VarHo$ go H$aZo _|

{dÌdmg aIVr h°. Hß$nZr Eogr gßÒH•${V H$s {dH$mg Ho$ {bE ‡{V~’ h° Omo {H$gr JbV AWdm AÒdrH$m`© Ï`dhma Am°a X˛Ï`©dhma H$s {H$gr KQ>Zm Ho$ ~mao _| AmdmµO CR>mZo dmbo

{H$gr ^r pÏh{gb „bmoAa Ho$ {bE gwa{jV hmo.

A{Y{Z`_ Ho$ IßS> 177(9) Ho$ AZwgma, 12 \$adar, 2015 H$mo Am`mo{OV AnZr ~°R>H$ _| {ZXoeH$ _ßS>b Zo dV©_mZ pÏh{gb „bmoAa nm∞{bgr Ho$ AZw‡`moJ H$mo H$_©Mm[a`m|

Am°a {ZXoeH$m| Ho$ gmW-gmW Hß$nZr Ho$ gmW Ï`dhma H$aZo dmbo A›` Ï`{∫$`m| O°go {H$ gß{dXmH$mam|, d|S>am|, J´mhH$m| Am°a {~µOZog nam_e©XmVmAm| VH$ {dÒVm[aV H$aZo Ho$ {bE

gßemo{YV {H$`m.

pÏh{gb „bmoAa nm∞{bgr/Mm°H$gr ‡Umbr {ZXoeH$, H$_©Mmar AWdm Hß$nZr Ho$ gmW boZ-XoZ H$aZo dmbo {H$gr ^r Ï`{∫$ H$mo EH$ `ßÃmdbr ‡XmZ H$aVr h° {Oggo do {~Zm

CÀnrãS>Z Ho$, ^` Ho$ {H$gr ^r AZ°{VH$ AmMaU, gß{XΩY Am°a dmÒV{dH$ YmoImYãS>r, AmMma gß{hVm H$m CÎbßKZ, Am{X Omo Hß$nZr Ho$ {hV Ho$ {bE hm{ZH$maH$ hmo, H$mo _°ZoO_|Q>

H$mo [anmoQ>© H$a gHo$. `h ‡Umbr pÏh{gb „bmoAa H$mo {H$gr ‡H$ma Ho$ njnmV, naoemZr, CÀnrãS>Z, AWdm {H$gr ^r A›` AZw{MV amoµOJma Ï`dhma go gwajm ‡XmZ H$aVr h°.

EH$ CÉ ÒVar` g{_{V H$m JR>Z {H$`m J`m h° Omo XµO© H$s JB© {eH$m`Vm| Ho$ _m_bo XoIVr h°. g{_{V, boIm narjm g{_{V Am°a ~moS©> H$mo [anmoQ©> H$aVr h°. g^r _m_bm| _| {ZXoeH$m|

Am°a C{MV AWdm {d{eÔ> _m_bm| _| H$_©Mm[a`m| H$mo boIm narjm g{_{V Ho$ Mo`a_°Z VH$ grYr nh˛±M ‡m· hmoJr. gßJR>Z _| g^r H$_©Mm[a`m| H$mo Bg Zr{V H$s gyMZm C{MV T>ßJ go

Xr Om MwH$s h° Am°a Bgo Hß$nZr H$s do~gmBQ www.bajajelectricals.com na ‡X{e©V> {H$`m J`m h°.

‡H$Q>rH$aU

i)boIm Ï`dhma

{dŒmr` {dda{U`m| H$mo V°`ma H$aZo _| Hß$nZr Zo AH$mCp›Q>®J ÒQ>°S>S≤>©g _| {d{ZYm©[aV go {^›Z {H$gr Ï`dhma H$m nmbZ Zht {H$`m h°.

ii)boIm AhVm©E±

Hß$nZr H$m h_oem AÒdrH•$V {dŒmr` {dda{U`m± ‡ÒVwV H$aZo H$m ‡`ÀZ ahVm h°. g_rjmYrZ df© Ho$ {bE Hß$nZr H$s {dŒmr` {dda{U`m| _| H$moB© boIm AhVm©E± Zht h¢.

iii)bß{~V _m_bm| Am°a J°a-AZwnmbZ H$s KQ>ZmAm| H$m ‡H$Q>rH$aU

{nN>bo VrZ dfm] _| H°${nQ>b _mH}$Q> go gß~ß{YV {H$gr _m_bo _| Hß$nZr ¤mam AZwnmbZ Z H$aZo, ÒQ>m∞H$ Eä gM|Om| `m go~r AWdm {H$gr {d{YH$ ‡m{YH$mar/{Z`m_H$m| ¤mam

Hß$nZr na Q>rH$m-{Q>ﬂnUr `m Ow_m©Zm H$aZo H$s H$moB© KQ>Zm Zht h˛B© h°.

iv) grB©Amo/grE\$Amo ‡_mUrH$aU

go~r EbAmoS>rAma {d{Z`_ Ho$ A{Y{Z`_ 17 (8) Ho$ VhV {dŒmr` {ddaU Am°a A›` _w‘m| Ho$ gß~ßY _| grB©Amo Am°a grE\$Amo Zo ~moS©> H$mo ‡_m{UV {H$`m h°. grB©Amo/

grE\$Amo go gß`w∫$ ‡_mUnÃ Bg dm{f©H$ [anmoQ>© _| gpÂ_{bV h°.

v) H$m∞nm}aoQ> ‡emgZ na [anmoQ>©

Ho$ Xm°amZ, H$m∞nm}aoQ> ‡emgZ na AZwnmbZ [anmoQ>© H$m JR>Z H$aVo h¢.

vi) H$m∞nm}aoQ> ‡emgZ na boIm narjH$ H$m ‡_mUnÃ

Hß$nZr Zo go~r EbAmoS>rAma {d{Z`_ Ho$ A{Y{Z`_ 34 _| {ZYm©[aV H$m∞nm}aoQ> ‡emgZ go gß~ß{YV ‡mdYmZm| Ho$ AZwnmbZ go gß~ß{YV ‡_mUnÃ AnZo d°Ym{ZH$ boIm

narjH$m| go ‡m· {H$`m h°. `h ‡_mUnÃ Bg dm{f©H$ [anmoQ>© _| gpÂ_{bV h° Am°a Hß$nZr ¤mam XO© H$s OmZo dmbr dm{f©H$ [anmoQ>© Ho$ gmW ÒQ>m∞H$ Eä gM|µO H$mo ^oOr OmEJr.

vii) go~r EbAmoS>rAma {d{Z`_ Ho$ A{Y{Z`_ 27 Ho$ VhV {Z{X©Ô> {ddoH$mYrZ AmdÌ`H$VmAm| H$m AZwnmbZ

Hß$nZr go~r EbAmoS>rAma A{Y{Z`_ H$s g^r A{Zdm`© AmdÌ`H$VmAm| H$m nmbZ H$a ahr h°. Hß$nZr Zo Agßemo{YV boImnarjm am` Ho$ gmW {dŒmr` {ddaU Ï`dÒWm Ho$

gßX^© _| {ddoH$mYrZ AmdÌ`H$Vm H$m ^r AZwnmbZ {H$`m h°.

gßMma Ho$ gmYZ

(i) {V_mhr$n[aUm_ : Hß$nZr Ho$ {V_mhr n[aUm_ ÒQ>m∞H$ Eä gM|Om| H$mo ‡ÒVwV {H$E OmVo h¢ VWm g_mMma nÃ "\´$s ‡og OZ©b' Am°a "Zdepä V' _| ‡H$m{eV {H$E OmVo h¢ Am°a

Hß$nZr H$s do~gmBQ> www.bajajelectricals.com na ‡X{e©V {H$E OmVo h¢. A{YH•$V ‡og {dk{· ^r Omar H$s OmVr h°.

(ii) boIm nar{jV dm{f©H$ {dŒmr` n[aUm_ Ö go~r EbAmoS>rAma {d{Z`_ Ho$ VhV, Hß$nZr, Am∞{S>Q> {H$E h˛E dm{f©H$ {dŒmr` n[aUm_m| H$mo, {dŒmr` df© Ho$ g_mﬂV hmoZo Ho$

{ZYm©[aV 60 {XZm| Ho$ ^rVa ‡H$m{eV H$aVr h° VWm Bgr{bE {dŒmr` df© Ho$ Aß{V_ {V_mhr Ho$ "AZ-Am∞{S>Q>oS>' n[aUm_ ‡H$m{eV Zht h˛E h¢.

dm{f©H$ {dŒmr` n[aUm_, CZ ÒQ>m∞H$ Eä gM¢Omo H$mo ^r Ohmß Hß$nZr Ho$ eo`g© {bÒQ>oS> h°, ~Vm {XE OmVo h¢, VWm Hß$nZr H$s d°~gmBQ> na ^r aI| OmVo h¢; O~{H$ CgH$m C’aU

g_mMma nÃm| _| ‡H$m{eV h°.

(iii) g_mMma ‡H$meZ, ‡ÒVw{VH$aU Am{X : ÒQ>m∞H$ Eä gM|Om| H$mo Am°nMm[aH$ g_mMma ‡H$meZ Am°a Am°nMm[aH$ _r{S>`m ‡H$meZ ^oOo OmVo h¢.

(iv) gßÒWmJV {ZdoeH$moß/{dÌbofH$m| H$mo ‡ÒVw{VH$aU : gßÒWmJV {ZdoeH$moß/ {dŒmr` {dÌbofH$m| H$mo, Hß$nZr H$s A-boImnar{jV {V_mhr {dŒmr` n[aUm_m| Ho$ gmW gmW

dm{f©H$ boIm nar{jV {dŒmr` n[aUm_m| Ho$ {dÒV•V ‡ÒVw{VH$aU noe {H$E OmVo h¢.

(v) h[aV nhb Ho$ ‡Mma Ho$ {bE Bboä Q¥>m∞{ZH$ gßMma : A{Y{Z`_ Ho$ IßS> 20 Am°a 129, Hß$nZr (boIm) {Z`_, 2014 Ho$ gmW n{R>V, Hß$n{Z`m| H$mo a{OÒQ>S©>

gXÒ`m|/eo`aYmaH$m| Ho$ CZHo$ B©-_ob nVm| na H$mJµOmVm| H$s Bboä Q¥>m∞{ZH$ Í$n go Omar H$aZo H$s AZw_{V XoVm h°.

Hß$nZr Zo g_rjmYrZ df© Ho$ Xm°amZ, Am_ g^m ~wbmZo H$s gyMZm, boIm nar{jV {dŒmr` {ddaUr, {ZXoeH$ H$s [anmoQ>©, boIm narjH$ H$s [anmoQ>©, O°go H$mJµOmV Bboä Q¥>m∞{ZH$

_m‹`_ go, eo`aYmaH$m| ¤mam Cnb„Y H$amE JE B©_ob nVm| Am°a Hß$nZr H$mo {S>nm∞{OQ>arµO ¤mam {_bo B©_ob nVm| na {^OdmE. Omo eo`aYmaH$ H${WV H$mJµOmVm| H$mo ^m°{VH$

Í$n _| ‡m· H$aZm MmhVo Wo, do AZwamoY na B›h| ^m°{VH$ Í$n _| {ZaßVa ‡m· H$aVo aho.

(vi) do~gmBQ> : Hß$nZr H$s do~gmBQ> www.bajajelectricals.com na EH$ g_{n©V IßS> "BZdoÒQ>a [aboe›g' h° {Og_| eo`aYmaH$m| H$s OmZH$mar Cnb„Y h°.

A›` _|, go~r ¤mam {Z{X©Ô> go~r EbAmoS>rAma {d{Z`_ Ho$ A{Y{Z`_ 46 Am°a 62 Ho$ VhV Hß$nZr AnZr OmZH$mar, {ddaU Am°a [anmoQ©> AnZr do~gmBQ> na ^r XµO©

H$aVr h°.

(vii) dm{f©H$ [anmoQ>© : A›` ~mVm| Ho$ gmW gmW boIm narjm {H$E JE dm{f©H$ ImVm|, {ZXoeH$m| H$s [anmoQ>©, boIm narjH$ H$s [anmoQ>© Am°a A›` OmZH$mar dmbr dm{f©H$ [anmoQ>©

gXÒ` Am°a CgHo$ hH$Xma A›` bmoJm| H$mo {dV[aV H$s OmVr h°.

(viii) {ZdoeH$m| H$mo Ò_aUnÃ : [aH$m∞S>© Ho$ AZwgma Xmdm Z {H$E J`o bm^mße/Xmdm Z {H$E J`o „`mO Ho$ {bE eo`aYmaH$moß/{\$ä ÒS> {S>nm∞{µOQ> YmaH$m| H$mo ‡{V df© Ò_aUnÃ

^oOo OmVo h¢.

(ix) EZEgB© Bboä Q¥>m∞{ZH$ EﬂbrHo$eZ ‡mogoqgJ {gÒQ>_ (EZB©EnrEg) : EZB©EnrEg H$m∞nm}aoQ≤>g Ho$ {bE EZEgB© ¤mam V°`ma H$s JB© do~ AmYm[aV EﬂbrHo$eZ h°.

eo`aYm[aVm n°Q>Z©, H$m∞nm}aoQ> ‡emgZ [anmoQ>©, _r{S>`m ‡H$meZ Am{X O°gr g^r gm_{`H$ AZwnmbZ \$mBqbΩg EZB©EnrEg na Bboä Q¥>m∞{ZH$ VarHo$ go \$mBb H$s OmVr h¢.

(x) ~rEgB© H$m∞nm}aoQ> H$m∞ÂﬂbrEßg EßS> {bpÒQ>®J g|Q>a (""{bpÒQ>®J g|Q>a'') : ~rEgB© H$m {bpÒQ>®J g|Q>a H$m∞nm}aoQ≤>g Ho$ {bE ~rEgB© ¤mam V°`ma H$s JB© do~ AmYm[aV

EﬂbrHo$eZ h°. eo`aYm[aVm n°Q>Z©, H$m∞nm}aoQ> ‡emgZ [anmoQ>© Am°a _r{S>`m ‡H$meZ O°gr g^r gm_{`H$ AZwnmbZ \$mBqbΩg {bpÒQ>®J g|Q>a na Bboä Q¥>m∞{ZH$ VarHo$ go \$mBb

H$s OmVr h¢.

(xi) go~r {eH$m`V {ZdmaU ‡Umbr (ÒH$mog©) : {ZdoeH$m| H$s {eH$m`Vm| H$mo H|$–rH•$V do~ AmYm[aV {eH$m`V {ZdmaU ‡Umbr _| ‡mogog {H$`m OmVm h¢. Bg ‡Umbr H$s

Img {deofVmE± h¢ : g^r {eH$m`Vm| H$m H|$–rH•$V S>oQ>m~og, gß~ß{YV Hß$n{Z`m| ¤mam Eä eZ Q>oH$Z [anmoQ≤>g© (H$s JB© H$ma©dmB©`m| H$s [anmoQ>]) (EQ>rAma) Am°a {eH$m`Vm| na H$s

JB© H$ma©dmB©`m| Am°a CZH$s Am∞ZbmBZ AdpÒW{V H$mo {ZdoeH$m| ¤mam Am∞ZbmBZ XoIZm.

{dXoer _w–m H$m Iwbmgm Am°a BgH$s ‡{Vajm

Hß$nZr Zo AnZo ~hrImVm| _| {ZÂZ{b{IV {dXoer {d{Z`_ H$m Iwbmgm {H$`m h°:

H$)dÒVwAm| Am°a godmAm| H$s IarX Ho$ {bE Am`mV Ho$ ‡{V Xm{`Àd,

I) {dXoer _w–m F$U Ho$ ‡{V Xm{`Àd , O°go {H$ ~m`g© H´o${S>Q>, {dXoer _w–m gmd{Y F$U BÀ`m{X ,

J) E_Ama ~´mßS> Ho$ BÒVo_mb Ho$ {bE Xo` am∞`ÎQ>r Ho$ ‡{V Xm{`Àd

K) {d{^ﬁ Xoem| _| AnZo {Z`m©V Ho$ H$maU ‡m{·`m| Ho$ _m_bo _| Hß$nZr _| {dXoer _w–m {Zdoe ^r h°.

EH$ {ZpÌMV gr_m VH$ {dXoer _w–m Omo{I_ Ho$ ‡^md H$mo H$_ H$aZo Ho$ {bE Hß$nZr H$m ~¢H$ _| B©B©E\$gr ImVm h°. Hß$nZr A›` XoZXm[a`m| Am°a F$U Ho$ Xm{`Àd go ~Mmd Ho$ {bE,

O~ ^r Eogm H$aZm C{MV hmo, {H$ÌVm| _| `m Hw$b EH$ gmW, dmXm gßajU boVr h°.

dÒVw _yÎ` Omo{I_

Hß$nZr bmB©qQ>J CÀnmX, N>moQo> Hß$¡`y_a S>Áwao~Îg Eﬂbm`ßgog Am°a nßIm| H$m H$mamo~ma H$aVr h° , Omo `h µ¡`mXmVa A›` {dH´o$VmAm| go IarXVr h°, O~{H$ grqbJ µ\°$Z H$m N>moQ>r _mÃm

_| Kaoby CÀnmXZ {H$`m OmVm h°. {dH´o$VmAm| Ho$ gmW ^wJVmZ H$s eV] bmJV Am°a {Z`V bm^ Ho$ AmYma na h°. Hß$nZr B©nrgr joÃ _| ^r h°, {Og_| `h Q¥>mßg{_eZ bmBZ Q>mdg©, hmB©

_mÒQ> Edß ÒVÂ^, ÒQ¥>rQ> bmB©Q>tJ>, Am{X Q>Z© H$s n[a`moOZmAm| H$m H$m∞›Q¥o>ä Q> boVr h°. `h Hß$nZr Ho$ {b`o Vmß~m, EÎ`y_r{Z`_, ﬂbmpÒQ>H$, ÒQ>rb, OÒVm O°go CÀnmXm| Ho$ {bE

dÒVwAm| Ho$ _yÎ` Omo{I_ H$mo COmJa H$aVm h°.

dV©_mZ _|, Hß$nZr dÒVwAm| Ho$ _yÎ` Omo{I_ Ho$ {bE Omo{I_ go ‡{Vajm Zht H$aVr h°.

Zm_mßH$Z

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bm^mße Ho$ ^wJVmZ Ho$ {bE

ii)nyd© VrZ dm{f©H$ gm_m›` g^m:

dm{f©H$ {dŒmr` df© dm{f©H$ gm_m›` g^m ~°R>H$ H$m ÒWmZ

gm_m›` g^m H$m {XZ, {V{W Am°a g_`

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gm_m›` g^m gw~h 11.30 ~Oo H$_bZ`Z ~OmO hm∞b, ~OmO ^dZ,

gm_m›` g^m gw~h 11.30 ~Oo Zar_Z nm∞B™Q>, _wß~B©-400 021

76dt dm{f©H$ 2014-15 JwÈdma, 06 AJÒV 2015

gm_m›` g^m Xmonha 12.30 ~Oo

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hmo OmE±.

J){dŒmr` H°$b|S>a : {dŒmr` df© - 01 A‡°b go 31 _mM©

nhbr {V_mhr Ho$ n[aUm_ AJÒV 2016 Ho$ Xygao h‚Vo _|

Xygar {V_mhr VWm N>_mhr Ho$ n[aUm_ Zdß~a 2016 Ho$ Xygao h‚Vo _|

Vrgar {V_mhr Ho$ n[aUm_ \$adar 2017 Ho$ Xygao h‚Vo _|

nhbr {V_mhr Ho$ n[aUm_ 06 AJÒV 2015

Xygar {V_mhr VWm N>_mhr Ho$ n[aUm_ 05 Zdß~a 2015

Vrgar {V_mhr Ho$ n[aUm_ 10 \$adar 2016

K)bm^mße, bm^mße Ho$ ^wJVmZ H$s {V{W Am°a ^wJVmZ H$s {d{Y

i)bm^mßeÖ

ii)bm^mße ^wJVmZ {V{WÖ

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Am±H$ãS>m| Ho$ AZwgma, ewH´$dma, 18 _mM©, 2016 H$mo Ï`dgm` KßQ>m| Ho$ g_mnZ Ho$ g_` Ho$ H$ar~; Am°a

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iii)^wJVmZ H$s {d{YÖ

H$aZo Ho$ {bE AZw_mo{XV Bboä Q¥>m∞{ZH$ ^wJVmZ H$s {d{Y O°go B©grEg, EZB©grEg, EZB©E\$Q>r, Am{X H$m ‡`moJ H$a|Jo.

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g{d©g (EZB©grEg) ¤mam {H$`m J`m Wm.

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EZB©grEg/EZEgrEM ¤mam bm^mße H$m ^wJVmZ Omar aIoJr. eo`aYmaH$m| H$mo `h gwPmd {X`m OmVm h° {H$ Bg {df` _| CZHo$ ¤mam H$s OmZo dmbr Ano{jV

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g^r eo`aYmaH$m| go {ZdoXZ {H$`m OmVm h° {H$ do Hß$nZr Ho$ a{OÒQ¥>ma Am°a eo`a Q¥>m›g\$a EO|Q> AWdm {S>nm∞{µOQ>ar ^mJrXma, O°gr pÒW{V h°, Ho$ gmW AnZm ~¢H$

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M){~Zm Xmdo bm^mße

A{Y{Z`_ Ho$ IßS> 124 Ho$ AZwgma A^w∫$ bm^mße ImVo _| Hß$nZr ¤mam hÒVmßV[aV H$s JB© H$moB© ^r am{e `{X H${WV hÒVmßVaU H$s {V{W go boH$a gmV df© H$s Ad{Y Ho$

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h° {H$ Bggo nhbo {H$ am{e AmB©B©nrE\$> _| hÒVmßVaU Ho$ {bE Xo` hmo OmE, do AnZo [aH$mS≤g© H$s Om±M H$a| Am°a `{X h¢, Vmo AnZo Xmdo ^oO|,

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do~ nmoQ>©b www.iepf.gov.in na "B©-\$m∞_© 5AmB©EZdr' ¤mam g^r {~Zm Xmdo H$s JB© Am°a A^w∫$ am{e`m| Ho$ {ddaU XO© H$a| Am°a BgHo$ ~mX Hß$nZr H$s do~gmBQ> na ^r

www.bajajelectricals.com na ‡X{e©V H$s Om MwH$s h°.

df© bm^mße H$m ‡H$mabm^mße H$s am{e (È.){~Zm Xmdo Ho$ bm^mße (È.)% {~Zm Xmdm {H$`mAmB©B©nrE\$ Ho$ hÒVmßVaU

Ho$ {bE [Z`V VmarI

2008-09 Aß{V_ 17,28,57,600.00 8,83,840.00 0.51 29.08.2016

2009-10 Aß{V_ 23,56,33,188.00 10,22,558.40 0.43 27.08.2017

2010-11 Aß{V_ 27,88,02,930.00 15,51,275.60 0.56 27.08.2018

2011-12 Aß{V_ 27,90,75,454.00 13,05,897.60 0.47 25.08.2019

2012-13 Aß{V_ 19,95,10,662.00 9,82,856.00 0.49 05.09.2020

2013-14 Aß{V_ 15,04,09,971.00 10,05,592.50 0.67 30.08.2021

2014-15 Aß{V_ 15,12,20,994.00 10,65,811.50 0.70 05.09.2022

2015-16 AßV[a_ 28,26,57,132.80 14,29,758.40 0.51 09.04.2023

(N>)ÒQ>m∞H$ Eä gM|O na {bpÒQ>ßJ Am°a ÒQ>m∞H$ H$moS>

Hß$nZr Ho$ eo`g© dV©_mZ _| {ZÂZ{bpIV ÒQ>m∞H$ Eä gM|Oog _| gyMr~’ h¢:

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1.~rEgB© {b{_Q>oS> (~rEgB©) {\$amoO OrOr^m∞` Q>m∞dg©, 500031

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Am∞µ\$ Bß{S>`m {b{_Q>oS> (EZEgB©) H$mÂﬂboä g, ~mß–m (nyd©), _wß~B© 400051

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{H$`o J`o. hmbmß{H$, go~r Zo {XZmßH$ 19 Zdß~a 2014 Ho$ AnZo AmXoe H´$_mßH Ö S>„Î`yQ>rE_/ nrEg / 45 /E_AmaS>r/ S>rEgE / Zdß~a/2014 Ho$ AZwgma Cnamo∫$

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gßª`m-INE 193E01025 h°.

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(O)~mµOma _yÎ` Am±H$ãS>o

_mh ~rEgB© EZEgB©

C¿M {ZÂZ Q¥>oS> {H$E JE eo`am| C¿M {ZÂZ Q¥>oS> {H$E JE eo`am|

(È.) (È.) H$s gßª`m (È.) (È.) H$s gßª`m

A‡°b - 15 252.00 225.00 11,16,172 252.55 224.10 24,32,451

_B© - 15 285.85 228.05 15,39,871 285.80 227.70 52,67,306

OyZ - 15 309.95 260.00 17,13,894 308.00 260.00 61,41,583

OwbmB© - 15 300.00 253.00 13,10,476 298.95 252.95 55,14,932

AJÒV - 15 283.10 212.15 21,51,266 283.00 212.00 78,48,692

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Aä Vy~a - 15 262.00 240.05 7,37,593 261.85 240.95 33,25,674

Zdß~a - 15 259.00 218.35 6,71,581 259.75 218.10 34,12,041

{Xgß~a - 15 221.50 197.10 5,73,893 221.50 196.80 32,08,408

OZdar - 16 212.05 171.45 7,87,555 212.45 170.55 26,35,701

\$adar - 16 189.10 155.35 6,93,066 188.80 155.00 28,13,574

_mM© - 16 199.80 157.80 19,59,790 200.00 156.90 54,40,848

(ÚmoV : ~rEgB© Am°a EZEgB© do~ gmBQ)

300

250

200

150

100

Apr-15

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9000

8000

7000

6000

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4000

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300

250

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~´m∞S> ~oÒS> Bß{S>goãO - ~rEgB© go›goä g Am°a EZEgB© {Z‚Q>r H$s VwbZm _| eo`a H$s_V H$s H$m`©Hw$ebVm

(P)eo`a Q¥>m›g\$a ‡Umbr

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(R>)eo`aYm[aVm H$m {dVaU

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INDEPENDENT AUDITORS’ REPORT

To the Members of Bajaj Electricals Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Bajaj Electricals Limited (“the Company”), which comprise

the Balance Sheet as at March 31,2016 , the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a

summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”)

with respect to the preparation of these standalone financial statements to give a true and fair view of the financial position, financial

performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including

the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This

responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for

safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and

application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy

and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a

true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and

matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other

applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and

pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial

statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers

internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view, in order to

design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as

evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial

statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its

cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor’s Report) Order, 2016’, issued by the Central Government of India in terms of sub-section

(11) of section 143 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the

Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a

statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our

examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement

with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section

133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of

Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section

164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating

effectiveness of such controls, refer to our separate Report in Annexure A.

(g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit

and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and

explanations given to us:

i The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016. on its financial position in its

financial statements;

ii The Company has made provision as at March 31,2016, as required under the applicable law or accounting standards, for

material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection

Fund by the Company during the year ended March 31, 2016.

For Dalal & Shah LLP

FRN: 102021W/W100110

Chartered Accountants

Anish P Amin

Partner

Mumbai, May 30,2016 Membership Number: 40451

Annexure A to Independent Auditors’ Report

Referred to in paragraph 10(f) of the Independent Auditors’ Report of even date to the members of Bajaj Electricals Limited on the

financial statements for the year ended March 31, 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of Bajaj Electricals Limited (“the Company”) as of March 31,

2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal

control over financial reporting criteria established by the Company considering the essential components of internal control stated

in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal

financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence

to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and

completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit.

We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the

“Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable

to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those

Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained

and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over

financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included

obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists,

and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures

selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company's internal financial control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorisations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of

the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or

improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,

projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the

internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting

and such internal financial controls over financial reporting were operating effectively as at March 31,2016, based on the internal

control over financial reporting criteria established by the Company considering the essential components of internal control stated

in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India.

For Dalal & Shah LLP

FRN: 102021W/W100110

Chartered Accountants

Anish P Amin

Partner

Mumbai, May 30,2016 Membership Number: 40451

Annexure B to Independent Auditors’ Report

Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of Bajaj Electricals Limited on the

standalone financial statements as of and for the year ended March 31, 2016

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed

assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items

over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its

assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the

year and no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in the financial statements, are held in the name of the Company.

ii. The physical verification of inventory excluding stocks with third parties have been conducted at reasonable intervals by the

Management during the year. The discrepancies noticed on physical verification of inventory as compared to book records were

not material and have been appropriately dealt with in the books of accounts. There were no stocks with third parties.

iii. The Company has granted unsecured loans, to two companies covered in the register maintained under Section 189 of the Act.

(a) In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not prima facie prejudicial

to the Company’s interest.

(b) In respect of the aforesaid loans, the parties are regular in paying interest. In respect of the aforesaid loans, no schedule for

repayment of principal has been stipulated by the Company. Therefore, in absence of stipulation of repayment terms we do not

make any comment on the regularity of repayment of principal.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of

Sections 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees provided by it.

There is no security provided by the company to parties covered under Sections 185 and 186.

v. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of

Sections 73, 74, 75 and 76 or any other relevant provisions of the Act and the Rules framed thereunder to the extent notified, with

regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been

passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal

on the Company in respect of the aforesaid deposits.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified

under Section 148(1) of the Act in respect of its products.

We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made

and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are

accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the

Company is generally regular in depositing undisputed statutory dues in respect of sales tax, duty of customs, value added tax,

professional tax, service tax, works contract tax, provident fund, employees state insurance scheme, though there has been a

slight delay in a few cases, and is regular in depositing undisputed statutory dues, including income tax, tax deducted at source,

family pension, duty of excise and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of

dues of income tax, sales tax, service tax, duty of customs and duty of excise duty, value added tax as at March 31, 2016 which

have not been deposited on account of a dispute, are as follows:

(Amount in Lakhs)

Name of the Nature of dues Amount Branches to which the Forum where the

statute amount relates dispute is pending

Income Tax Question of Law 9 For Assessment Year 2008-09 ITAT

VAT, CST, Additional demand For Bhubaneswar, Chakan factory, Chennai, Dy. Commissioner /

Entry Tax & received on basis of 1,557 Cochin, Delhi, Guwahati, Indore, Jaipur, Commissioner /

Sales Tax assessment order Kolkata, Lucknow, Nagpur & Patna for Jt. Commissioner

various financial years ranging from Appeals

1988-89 to 2015-16

Additional demand

received on basis of 6 For Kolkata FY 2003-04 Appellate / Revision

assessment order

Additional demand For Bhubaneshwar, Delhi, Hyderabad,

received on basis of 470 Indore, Kolkata & Patna for various Tribunal

assessment order financial years ranging from 1985-86 to

2012-13.

Additional demand For Chennai & Bhubaneswar for

received on basis of 198 financial years 2008-09 & 2005-06 High Court

assessment order respectively

Service Tax Additional demand For Jaipur & Chakan Factory for Dy. Commissioner /

received on basis of 157 financial years from 2005-06 to 2015-16 Commissioner /

assessment order Jt. Commissioner Appeals

Issues Relating to Export 2 FY 2006-07 Commissioner Appeals

Excise Decision issued in

favour of Collector of 7 FY's 1992-93 and 1997-98 Tribunal

Central Excise, Pune

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not

defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at

the balance sheet date.

ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term

loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally

accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across

any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year,

nor have we been informed of any such case by the Management.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the

provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the

Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the

Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting

Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)

Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures

during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the

provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the

provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Dalal & Shah LLP

FRN: 102021W/W100110

Chartered Accountants

Anish P Amin

Partner

Mumbai, May 30,2016 Membership Number: 40451

Balance Sheet as at 31 March 2016 (` in Lacs)

Particulars Note No. As at As at

31 March 2016 31 March 2015

EQUITY AND LIABILITIES

Shareholders’ Funds

(a) Share Capital 2 2,018.98 2,015.25

(b) Reserves and Surplus 3 73,130.58 66,683.16

75,149.56 68,698.41

Non-Current Liabilities

(a) Long Term Borrowings 4 9,597.51 17,091.36

(b) Other Long Term Liabilities 6 1,415.53 1,113.33

15,484.38 22,593.59

Current Liabilities

(a) Short Term Borrowings 8 10,093.68 21,501.87

(b) Trade Payables 9

Total outstanding dues of micro enterprises and small enterprises 1,688.77 1,655.26

Total outstanding dues of creditors other than micro

enterprises and small enterprises 112,835.59 115,087.04

(d) Short Term Provisions 7 6,978.22 7,537.41

197,266.54 190,944.37

TOTAL 287,900.48 282,236.37

ASSETS

Non-Current Assets

(a) Fixed Assets

(i) Tangible Assets 11 27,892.96 27,765.70

(ii) Intangible Assets 11 0.46 0.51

(iii) Capital Work-in-Progress 2,066.76 317.79

(b) Non-Current Investments 12 5,608.86 5,942.19

(d) Long Term Loans and Advances 13 14,652.65 9,297.07

(e) Other Non-Current Assets 14 30,713.41 38,924.46

85,967.32 87,136.13

Current Assets

(a) Current Investments 12 333.33 -

(b) Inventories 15 50,667.74 47,464.79

(d) Cash and Bank Balances 16 5,549.62 3,766.09

(e) Short Term Loans and Advances 13 5,256.00 9,676.44

(f) Other Current Assets 14 3,919.93 5,237.38

201,933.16 195,100.24

TOTAL 287,900.48 282,236.37

Summary of significant accounting policies followed by the Company 1

The accompanying notes are an integral part of the Financial Statements

As per our report attached of even date

For Dalal & Shah LLP For and on behalf of the Board

Firm Registration No. 102021W/W100110

Chartered Accountants Shekhar Bajaj

Chairman & Managing Director

Anant Bajaj

Jt. Managing Director

Anish Amin Mangesh Patil Anant Purandare V.B.Haribhakti

Partner VP - Legal & Company Secretary EVP & Chief Financial Officer Chairman - Audit Committee

Membership No.40451

Mumbai, 30 May 2016

Statement of Profit and Loss for the year ended 31 March 2016

( in Lacs)

Particulars Note No. Year ended

31 March 2016 31 March 2015

Revenue from Operations

Sales 18 462,814.06 426,774.86

Less : Excise Duty 3,640.55 2,701.76

Net Sales 459,173.51 424,073.10

Other Operating Revenue 2,021.18 2,178.31

Revenue from Operations (Net) 461,194.69 426,251.41

Other Income 19 2,285.22 2,429.28

Total Revenue 463,479.91 428,680.69

Expenses:

Cost of Raw Materials and Components Consumed 20 17,858.85 22,523.04

Purchases of Traded Goods 20 293,494.82 286,603.28

(Increase)/Decrease in Inventories of Finished Goods,

Work-in-Progress and Traded Goods 20 (3,181.66) (3,172.50)

Erection & Subcontracting Expenses 20 29,456.87 22,249.45

Employee Benefits Expense 21 28,368.99 22,628.55

Finance Costs 22 10,140.19 10,443.47

Depreciation and Amortisation Expense 2,744.95 2,923.59

Less : Transferred from Revaluation Reserve (21.01) 2,723.94 (21.04) 2,902.55

Other Expenses 23 69,259.46 66,584.57

Total Expenses 448,121.46 430,762.41

Profit / (Loss) before Exceptional Items and Tax 15,358.45 (2,081.72)

Exceptional items - -

Profit / (Loss) Before Tax 15,358.45 (2,081.72)

Tax expense :

Current Tax 5,930.00 1,450.00

Deferred Tax (143.81) (2,204.78)

Taxes of Earlier Years 12.16 68.09

Total Tax Expense 5,798.35 (686.69)

Profit / (Loss) for the year 9,560.10 (1,395.03)

Earnings per Equity Share (Face Value per share ? 2) 24

Basic 9.48 (1.39)

Diluted 9.46 (1.39)

Summary of significant accounting policies 1

followed by the Company

The accompanying notes are an integral part of the Financial Statements

As per our report attached of even date

For Dalal & Shah LLP For and on behalf of the Board

Firm Registration No. 102021W/W100110

Chartered Accountants Shekhar Bajaj

Chairman & Managing Director

Anant Bajaj

Jt. Managing Director

Anish Amin Mangesh Patil Anant Purandare V.B.Haribhakti

Partner VP - Legal & Company Secretary EVP & Chief Financial Officer Chairman - Audit Committee

Membership No.40451

Mumbai, 30 May 2016

Year ended

Cash Flow Statement for the year ended 31 March 2016

( in Lacs)

Particulars Year ended

31 March 2016 31 March 2015

A. CASH FLOW FROM OPERATING ACTIVITIES :

Profit/(Loss) before Taxes 15,358.45 (2,081.72)

Adjustments for :

Add : Amounts written off 1,938.95 270.86

Add : (Profit) / Loss on sale of assets (46.40) (34.69)

Add : Foreign Exchange Loss / (Gain) 230.08 150.08

Add : Provision for Doubtful Debts & Advances (net of

write back) 832.03 4,552.80

Add : (Profit) / Loss on Sale of Investments - 2,954.66 (17.98) 4,921.07

Net Profit/(Loss) before tax provisions 18,313.11 2,839.35

Adjustments for :

Depreciation (See footnote 1) 2,723.94 2,902.55

Finance cost 9,910.11 12,634.05 10,293.39 13,195.94

Operating Profit before Working Capital changes 30,947.16 16,035.29

Adjustments for :

(Increase) / Decrease in Trade & Other Receivables 793.94 (8,673.04)

(Increase) / Decrease in Inventories (3,202.95) (2,794.46)

Increase / (Decrease) in Trade Payables 12,793.12 10,384.11 10,614.25 (853.25)

Net Cash Generated from Operating Activities

before Income Tax 41,331.27 15,182.04

Income Taxes paid (5,663.85) (3,082.13)

Net Cash From Operating Activities (A) 35,667.42 12,099.91

B. CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of Fixed Assets (See footnote 2) (4,697.43) (6,736.75)

Sale of Fixed Assets 108.44 496.44

Advance received against proposed Sale of Fixed Assets 350.08 -

Advances of Capital Nature (See footnote 2) (367.24) 408.96

Purchase of Investments - 807.33

Loan (given) / repaid by (Associates) (70.00) (2,813.33)

Increase / (Decrease) in Bank Deposits (2,519.10) (7,195.25) (508.48) (8,345.83)

Net Cash Flow from Investing Activities (B) (7,195.25) (8,345.83)

Year ended

Cash Flow Statement for the year ended 31 March 2016

(` in Lacs)

Particulars Year ended Year ended

31 March 2016 31 March 2015

C. CASH FLOW FROM FINANCING ACTIVITIES :

Proceeds from Share Allotment under ESOPs 316.31 1,272.16

Finance Cost Paid (8,683.86) (9,141.88)

Proceeds from Borrowings 2,898.10 14,990.15

Repayment of Borrowings (16,250.36) (10,831.25)

Foreign Exchange (Loss) / Gain (230.08) (150.08)

Interim Dividend Paid (2,826.57) -

Tax on Interim Dividend Paid (575.42) -

Dividends paid (1,497.44) (1,499.71)

Tax on Dividend (307.73) (27,157.05) (254.84) (5,615.45)

Net Cash Flow from Financing Activities (C) (27,157.05) (5,615.45)

Net Increase / (Decrease) in cash and cash equivalents(A+B+C) 1,315.12 (1,861.37)

Cash and Cash equivalents as at 1.4.2015 3,342.82 5,204.19

Cash and Cash equivalents as at 31.3.2016 (See Note 16) 4,657.94 3,342.82

Footnotes :

1) An amount of ? 21.01 Lacs (Previous Year ? 21.04 Lacs) has been transferred from Revaluation Reserve to Profit and Loss Account

in respect of Depreciation of Revalued Assets.

2) Additions to fixed assets include movements of Capital Work-in-Progress

As per our report attached of even date

For Dalal & Shah LLP For and on behalf of the Board

Firm Registration No. 102021W/W100110

Chartered Accountants Shekhar Bajaj

Chairman & Managing Director

Anant Bajaj

Jt. Managing Director

Anish Amin Mangesh Patil Anant Purandare V.B.Haribhakti

Partner VP - Legal & Company Secretary EVP & Chief Financial Officer Chairman - Audit Committee

Membership No.40451

Mumbai, 30 May 2016

100

Notes to financial statements for the year ended 31 March 2016

1 : Summary of significant accounting policies followed by the Company

Basis of preparation

These financial statements have been prepared in accordance with the generally accepted accounting principles in India under

the historical cost convention on accrual basis, except for certain tangible assets which are being carried at revalued amounts.

Pursuant to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, till the

standards of accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation

of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall

continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the

accounting standards notified under Section 211(3C) of the Companies Act, 1956 [Companies (Accounting Standards) Rules,

2006, as amended] and other relevant provisions of the Companies Act, 2013.

The Ministry of Corporate Affairs (MCA) has notified the Companies (Accounting Standards) Amendment Rules, 2016 vide its

notification dated 30 March 2016. The said Notification is applicable to accounting period commencing on or after the date of

notification i.e. 1 April 2016

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other

criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition

of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as

12 months for the purpose of current or non-current classification of assets and liabilities.

I. System of Accounting :

i) The Company follows the mercantile system of accounting and recognizes income and expenditure on an accrual basis

except in case of significant uncertainties.

ii) Financial statements are prepared under the historical cost convention. These costs are not adjusted to reflect the impact

of the changing value in purchasing power of money.

iiI) Estimates and assumptions used in the preparation of the financial statements and disclosures are based upon

management’s evaluation of the relevant facts and circumstances as of the date of the financial statements, which may

differ from the actual results at a subsequent date.

II. Revenue Recognition :

Income :

The Company recognizes income on accrual basis. However, where the ultimate collection of the same lacks reasonable

certainty, revenue recognition is postponed to the extent of uncertainty.

(1) Sales :

(a) Domestic sales are recognised when significant risks and rewards are transferred to the buyer as per the contractual

terms or on dispatch where such dispatch coincides with transfer of significant risks and rewards to the buyer.

(b) Export sales are recognised on the basis of Shipped on Board/C.I.F/ the dates of Mate’s Receipt and initially

recorded at the relevant exchange rates prevailing on the date of transaction.

(2) Export incentives are accounted for on export of goods if the entitlements can be estimated with reasonable accuracy and

conditions precedent to claim are fulfilled.

(3) Revenue from turnkey contracts is recognised based on the stage of completion determined with reference to the costs

incurred on contracts and their estimated total costs. Provision for foreseeable losses/ construction contingencies on

turnkey contracts is made on the basis of technical assessments of costs to be incurred and revenue to be accounted for.

(4) Interest is accrued over the period of the loan/investment.

(5) Dividend is accrued in the year in which it is declared whereby a right to receive is established.

(6) Profit/Loss on sale of investment is recognised on the contract date.

(7) Other Income

The Company recognises income (including rent etc.) on accrual basis. However, where the ultimate collection of the

same lacks reasonable certainty, revenue recognition is postponed to the extent of uncertainty.

III. A) Fixed Assets :

i) Freehold Land, Leasehold Land, Buildings (including Leasehold Land appurtenant thereto) and premises on

ownership basis have been revalued as on 30.09.1994 and are thereafter carried at revalued figures less

accumulated depreciation / amortisation thereon, except freehold land which are carried at their revalued figures.

Additions thereafter are carried at their cost of acquisition less accumulated depreciation.

ii) Capital goods manufactured by the Company for its own use are carried at their cost of production (including duties

and other levies, if any) less accumulated depreciation and other fixed assets are carried at cost of acquisition

(including cost of specific borrowings) less accumulated depreciation.

iii) Cost of renovation of leased premises is capitalised as leasehold improvement cost.

iv) Any subsequent expenditures related to an item of fixed asset are added to its book value only if it increases the

future benefits from the existing asset beyond its previously assessed.

v) Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at

cost are recognised in the statement of Profit and Loss.

B) Depreciation :

i) Depreciation on all tangible Fixed Assets (other than Leasehold Land which is amortised over the period of lease

and those assets as mentioned in (ii) (iii) and (iv)below) is being provided on a pro-rata basis on “Straight Line

Method” based on the useful lives of the assets as prescribed under Schedule II to the Companies Act, 2013.

ii) 100% depreciation is provided in the month of addition for :

a) All additions to fixed assets costing ? 5,000 or less; and

b) For the temporary structures cost at project site.

iii) Premium of leasehold land and leasehold improvements cost are amortised over the primary period of lease.

iv) Where a significant component (in terms of cost) of an asset has an economic useful life shorter than that of it's

corresponding asset, the component is depreciated over it's shorter life.

v) Useful life of assets are determined by the management by internal technical assessments except in case where

such assessment suggests a life significantly different from those prescribed by Schedule II - Part "C", where the

useful life is as assessed and certified by a technical expert.

vi) Assets which are depreciated over useful life/residual value different than those indicated by Schedule II are as

under :

Sr No Asset Account Name Useful Life

1 Building Factory 15,16, 20, and 21 years

2 Plant & Machinery Ranging from 2 to 20 years based on the type and to reflect the

actual usage of the assets.

3 Electrical Installation Ranging from 6 to 8 years depending on the usage of the assets

4 Roads & Culverts 21 years

5 Dies, Jigs & Moulds Ranging from 1 to 10 years considering useful life of the assets

vii) The depreciation on increased value of buildings and the premises on ownership basis due to revaluation, is being

provided on “Straight Line Method” as per the useful life specified considering the balance period of life of the assets.

C) Assets given on Lease :

The Company has given Plant & Machinery on an operating lease basis. Lease rental thereon is accounted on an accrual

basis in accordance with the lease agreement.

IV. Foreign Currency Transactions :

a) On initial recognition, all foreign currency transactions are recorded at foreign exchange rate on the date of transaction.

b) Monetary items of current assets and liabilities in foreign currency outstanding at the close of financial year are

revalorised at the appropriate exchange rates prevailing at the close of the year.

c) The gain or loss on decrease/increase in reporting currency due to fluctuations in foreign exchange rates, in case of

monetary current assets and liabilities in foreign currency, are recognised in the statement of Profit and Loss in the

manner detailed in Note 28 to financial statements.

Foreign Exchange Contracts:

i) Premiums/Discounts are recognised over the life of the contract.

ii) Exchange differences on forward contract on account of difference in the exchange rate at the inception of the contract

and at the time of settlement date or reporting date are recognised in the statement of profit and loss in the reporting period

in which the exchange rates change.

iii) Profits and losses arising from either cancellation or utilisation of contracts and revalorising the contracts at the close of

the year are recognised in the statement of Profit and Loss as detailed in Note 28 to financial statements.

Derivative Contracts

Mark-to-market losses on derivative contracts at the close of the reporting date are recongnised in the statement of Profit and

Loss. However mark-to-market gains are not recognised in the statement of Profit and Loss as a principle of prudence.

V. Investments :

Investments are valued at cost of acquisition less provision made for diminution in the value of investments, which in the

judgment of the management is necessary.

VI. Inventory Valuation :

Costs of inventories have been computed to include all costs of purchases, costs of conversion and other costs incurred in

bringing the inventories to their present location and condition.

A. Finished Goods and Work-in-Process :

101

a) Finished Goods

(i) Traded finished goods and spares are valued at cost, arrived at "Weighted Average" basis or net realisable value,

whichever is lower.

(ii) Finished goods manufactured by the Company are valued at lower of cost, determined on “First In First Out” basis or

net realisable value. Galvanised structures / products manufactured by the Company are valued at cost, determined

on specific identification method or net realisable value, whichever is lower.

b) Work-in-Process is valued at cost unless circumstances require the cost to be written down to realisable value.

B. Raw Materials :

Raw materials are valued at weighted average cost unless circumstances require the cost to be written down to realisable

value.

C. Stores, Spares and Packing Material :

Stores, spares and packing material are valued at weighted average cost unless circumstances require the cost to be

written down to realisable value.

D. Obsolete and non-moving inventory of raw materials, stores and spares is carried at cost or market value, whichever is

lower. Obsolete and non-moving inventory of galvanised structures is valued at scrap rate.

VII. Employee Benefits :

a) Privilege leave entitlements

Privilege leave entitlements are recognised as a liability, in the calendar year of rendering of service, as per the rules of the

Company. As accumulated leave can be availed and/or encashed at any time during the tenure of employment the liability

is recognised at the actuarially determined value by an appointed actuary.

b) Gratuity:

Payment for present liability of future payment of gratuity is being made to approved gratuity fund, which fully covers the

same under Cash Accumulation Policies of the Life Insurance Corporation of India (LIC) and Bajaj Allianz Life Insurance

Company Ltd. (BALIC). However, any deficit in plan assets managed by LIC and BALIC as compared to the actuarial

liability is recognised as a liability.

c) Superannuation :

Defined contribution to superannuation fund is being made to Life Insurance Corporation of India (LIC) as per the scheme

of the Company.

d) Provident Fund Contributions:

Provident fund contributions (after paying family pension scheme portion to Provident Fund Authority) are made to

Company's Provident Fund Trust. Deficits, if any, of the fund as compared to actuarial liability is to be additionally

contributed by the Company and hence recognised as a liability.

e) Defined contribution to Employees Pension Scheme 1995:

Defined contribution to Employees Pension Scheme 1995 is made to Government Provident Fund Authority.

f) Employee Stock Option Scheme :

The Company has granted stock options to its employees under the Growth Plan as well as Loyalty Plan. In respect of the

options granted under the Employees Stock Options Scheme, in accordance with the guidelines issued by SEBI and in

compliance with the Guidance Note on Accounting for Employee Share Based Payments issued by the Institute of

Chartered Accountants of India in the year 2005 and applicable for the period on or after 1 April 2005, the cost of stock

options granted to employees are accounted by the Company using the intrinsic value method and the cost based on

excess of market value over the exercise price is recognised in the Profit & Loss Account over the vesting period on time

proportion basis and included in the “Salaries, wages, bonus etc.”. Should any employee leave in the subsequent years,

before exercise of the options, the value of options accrued in his/her favour is written back to the General Reserve.

VIII. Borrowing Costs :

Borrowing costs are recognised in the statement of Profit & Loss except in respect of specific borrowing raised for acquisition of

capital asset until such time the asset is ready to put to use for its intended purpose, which are added to carrying cost of such

asset.

IX. Taxation :

i) Deferred tax assets and liabilities are recognised for the future tax liability arising on account of timing difference between

the accounted income and the taxable income as per the financial statements.

ii) Deferred tax assets representing carried forward business losses and unabsorbed depreciation are recognised to the

extent the management is virtually certain with convincing evidence that they are going to be realised in future.

iii) Deferred tax assets and liabilities have been recognised by considering the tax rate, which has been enacted or

substantively enacted by the Balance Sheet date.

102

iv) Deferred tax assets and liabilities, as the case may be, arising on adjustments to Reserves are netted off against the

respective adjustments.

X. Discontinued Operations :

Assets and Liabilities of discontinued operations are assessed at each Balance Sheet date. Impacts of any impairments and

write backs are dealt with in the Profit & Loss Account.

Impacts of discontinued operations are distinguished from the ongoing operations of the Company, so that their impact on the

Profit & Loss Account for the year can be perceived.

XI. Provisions, Contingent Liabilites and Contingent Assets :

i) A provision is recognised when there is a present obligation as a result of a past event and it is probable that an outflow of

resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are

reviewed at each Balance Sheet date and adjusted to reflect the current best estimate.

ii) A disclosure for a contingent liability is made when there is a possible or present obligation that may but probably will not

require an outflow of resources. When there is a possible obligation in respect of which the likelihood of outflow of

resources is remote, no provision or disclosure is made

iii) Contingent assets are neither recognised nor disclosed in the financial statement.

XII. Use of Estimates :

The preparation of financial statements in conformity with generally accepted accounting principles requires management to

make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during reporting period. Differences between actual results and estimates

are recognised in the period in which the results are known.

XIII. Impairment of Assets :

The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on

internal/external factors. An asset is impaired when the carrying amount of the asset exceeds the recoverable amount. An

impairment loss is charged to the Profit & Loss Account in the year in which an asset is identified as impaired. An impairment

loss recognised in the prior accounting periods are reversed if there has been change in the estimate of the recoverable

amount.

XIV. Cash and Cash Equivalents :

In the Cash Flow statement, cash and cash equivalents include cash in hand, demand deposits with banks, other short-term

highly liquid investments with original maturities of three months or less.

XV. Earnings per share :

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the

weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company's

earnings per share is the net profit for the period. The weighted average number of equity shares outstanding during the period

and all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares,

that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of

calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted

average number of share outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

XVI. Operating Leases :

As a lessee

Leases in which significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating

leases. Payments made under operating leases are charged to the statement of Profit & Loss on a straight line basis over the

period of the lease.

As a lessor

The Company has leased certain tangible assets and such leases where the Company has sustainablity retained all the risks

and rewards of ownership are classified as operating leases. Lease income on such operating leases are recognised in the

statement of Profit & Loss on a straight line basis over the lease term which is resentative of the time pattern in which benefit

derived from the use of the leased asset is diminished. Initial direct costs are recognised as an expensse in the statement of

Profit and Loss in the period in which they are incurred.

XVII. Research & Development expenditure :

Research & Development (R&D) expenditure is charged to revenue under the natural heads of account in the year in which it is

incurred. Payments for R&D work by contracted agency are being expensed out upto the stage of completion. However,

expenditure incurred at development phase, where it is reasonably certain that outcome of research will be commercially

exploited to yield economic benefits to the Company, is considered as an intangible asset.

103

Notes forming part of the Financial Statements for the year ended 31 March 2016

2 : Share Capital

(` in Lacs)

As at As at

31 March 2016 31 March 2015

a) Authorised:

200,000,000 (200,000,000) Equity Shares of ? 2 each 4,000.00 4,000.00

Issued, Subscribed and Paid-up :

100,948,976 (100,762,426) Equity Shares of ? 2 each fully paid up 2,018.98 2,015.25

b) Reconciliation of the number of shares outstanding is set out below:

As at 31 March 2016 As at 31 March 2015

Nos. ? In Lacs Nos. ? In Lacs

Equity Shares at the beginning of the year 100,762,426 2,015.25 99,969,178 1,999.38

Add : Shares issued on exercise of Employee Stock Option 186,550 3.73 793,248 15.87

Equity Shares at the end of the year 100,948,976 2,018.98 100,762,426 2,015.25

c) The details of shareholders holding more than 5% Shares:

Name of the Shareholder As at 31 March 2016 As at 31 March 2015

Nos. % Holding Nos. % Holding

Jamnalal Sons Private Limited 19,872,830 19.69 19,872,830 19.72

Bajaj Holdings & Investment Limited 16,697,840 16.54 16,697,840 16.57

d) Equity Shares reserved for issue under employee stock options outstanding as at the end of the year :

The Company had reserved for issuance of 8,922,354 (Previous year 8,951,093) Equity Shares of ? 2 each to eligible employees

of the Company under Employees Stock Option Scheme

Summary of Stock Options as on 31.03.2016 :

Number of Stock Options not yet granted 2,912,073

Number of Stock Options Vested & Exercisable 1,257,250

Number of Stock Options Unvested 1,173,750

Total Equity Shares reserved for issuance under ESOP Scheme outstanding 5,343,073

e) Terms/Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of ? 2 per share. Each holder of equity shares is entitled to

one vote per share. During the year ended 31 March 2016, the amount of per share interim dividend recognised as distribution to

equity shareholders was ? 2.80 per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to

receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the

number of equity shares held by the shareholders.

3 : Reserves & Surplus

Securities Premium Account

As per last Balance Sheet 21,001.93 19,695.56

Add : On issue of shares* 312.58 1,306.37

21,314.51 21,001.93

Capital Reserve

Capital Subsidy 10.00 10.00

10.00 10.00

Capital Redemption Reserve 135.71 135.71

104

Notes forming part of the Financial Statements for the year ended 31 March 2016

3 : Contd. `

As at As at

31 March 2016 31 March 2015

Debenture Redemption Reserve

As per last Balance Sheet 2,500.00 2,500.00

2,500.00 2,500.00

Revaluation Reserve

As per last Balance Sheet 808.60 829.64

Less : Adjustment on account of Sale of Assets 1.33 -

Less : Adjustment against depreciation in statement of Profit & Loss 21.01 21.04

786.26 808.60

General Reserve

As per last Balance Sheet 42,077.06 44,869.05

Less: Transitional adjustments in previous year to carrying value of

tangible assets whose revised useful life has expired, net of deferred tax

aggregative ? 150.35 Lacs (See note 5 & 11) - 291.99

Add : Transferred from statement of Profit & Loss 3,000.00 -

Less : Transferred to statement of Profit & Loss - 2,500.00

45,077.06 42,077.06

Surplus in the statement of Profit & Loss

As per last Balance Sheet 149.86 869.40

Add: Profit / (Loss) for the year 9,560.10 (1,395.03)

Less: Transferred to General Reserve 3,000.00 -

Add : Transferred from General Reserve - 2,500.00

Less: Proposed Dividend on Equity Shares - 1,511.44

Less: Dividend Distribution Tax on proposed dividend - 307.73

Less: Interim Dividend paid 2,826.57 -

Less: Dividend Distribution Tax paid on interim dividend 575.42 -

Less: Dividend alongwith Dividend Distribution Tax paid on exercise of Stock Options 0.93 5.34

3,307.04 149.86

73,130.58 66,683.16

*On 186,550 Equity Shares (Previous Year 793,248) of ? 2 each issued at premium under Employees Stock Option Scheme.

Pursuant to the Companies (Share Capital and Debentures) Rules 2004, issued by the Ministry of Corporate Affairs on 27 March 2014,

Debenture Redemption Reserve has been created on Secured Redeemable Non-Convertible Debentures of ? 100 crore issued on 26

March 2014.

4 : Long Term Borrowings

Secured

Zero Coupon Redeemable Non-Convertible Debentures 6,000.00 10,000.00

Foreign Currency Term Loan from Banks 1,380.31 4,427.08

Unsecured

Sales Tax Deferral Liability / Loan

(an incentive under 1993 Package Scheme of Incentives of SICOM - Interest free) 2,217.20 2,664.28

9,597.51 17,091.36

( in Lacs)

105

Notes forming part of the Financial Statements for the year ended 31 March 2016

4 : Contd. (? In Lacs)

Secured

Sr. Nature of Security and Terms

Zero Coupon Redeemable Non Convertible Debentures (NCD) are secured by First Charge over the following premises :

i) Delhi Office : No. DSM-514 to DSM-521, DLF Tower, 5th Floor, 15 Shivaji Marg, Nazafgarh Road Industrial Area, Delhi -110015.

ii) Office Premises No : 001, 701 & 801, Rustomjee Aspiree, Bhanu Shankar Yagnik Marg, Off Eastern Express Highway, Sion (East),

Mumbai - 400 022.

iii) Factory Units (Unit I and II) at Ranjangaon - Plot No. B-7 & B-29 , Ranjangaon Industrial Area, Village Dhoksangvi, Taluka Shirur, Dist.

Pune.

iv) Factory Unit at Chakan - Village Mahalunge, Chakan Talegoan Road, Khed, Pune - 410501.

v) Showroom on Ground floor and Office Premises on Second Floor at Bajaj Bhawan 226, Jamnalal Bajaj Marg, Nariman Point, Mumbai

400 021.

Sr. Face Value per Debenture No of As on As on Date of Coupon Rate* Repayment Terms

No. Debentures 31.03.3016 31.03.2015 Allotment

(` Lacs) (` Lacs) Days Due Date

1 ` 1,000,000 400 4,000 4,000 26-Mar-14 764 **28-Apr-16

2 ? 1,000,000 600 6,000 6,000 26-Mar-14 1125 24-Apr-17

* NCD's are issued at Zero Coupon corresponding to YTM of 10.85% p.a. compounded annually. Post downgrading of credit rating by ICRA

Ltd. (Credit Rating Agency) from A1+ to A1 on 24 February 2015, the YTM has been increased by 0.25% p.a. with effect from 24 February

2015.

** Current (shown as Other Current Liabilities in Note No.10)

Foreign Currency Term Loan :

Terms of Repayment

Foreign Currency Term Loan is availed from Kotak Mahindra Bank Ltd. The said loan is repayable in 24 Equated Monthly Instalments of USD

416,667 commencing from 5 September 2015, carrying an interest rate of 4.15% p.a. payable monthly and is secured by :

Nature of Security

First Charge on following properties:

a) Kosi Factory Unit at Khasra No.647,648, NH 02, Km 109 Mile Stone, Village Dautana, Chhatta, Kosi Kallan, Mathura 281403.

b) Office Premises No: 502, Rustomjee Aspiree, Bhanu Shankar Yagnik Marg, Off Eastern Express Highway, Sion (East), Mumbai - 400 022.

c) R & D centre (proposed) at Plot No. 27/ pt 2 at Millennium Business Park, TTC Industrial area, Mahape, Navi Mumbai.

d) Wind Farm : Village Vankusawade, Tal. Patan, Dist. Satara, Maharashtra 415206.

Term Loans in Foreign Currency

Foreign Currency Term Loan from Bank : As at As at

31 March 2016 31 March 2015

Outstanding Term Loan 4,693.06 6,250.00

Less : Current maturities of Long Term Borrowing 3,312.75 1,822.92

1,380.31 4,427.08

Unsecured

Sales Tax Deferral Liability / Loan

Terms of Repayment : Sales Tax deferral liability/loan is repayable free of interest over predefined instalments from the initial date of

deferment of liability, as per respective schemes of incentive.

Non-current

Year As at As at

31 March 2016 31 March 2015

Apr'16 - 295.72 Lacs, May'16 - 151.36 Lacs - 447.08

Apr'17 - 408.75 Lacs, May'17 - 113.37 Lacs 522.12 522.12

Apr'18 - 470.98 Lacs, May'18 - 76.96 Lacs 547.94 547.94

Apr'19 - 429.38 Lacs, May'19 - 37.04 Lacs 466.42 466.42

Apr'20 - 327.93 Lacs 327.93 327.93

Apr'21 - 228.51 Lacs 228.51 228.51

Apr'22 - 107.63 Lacs 107.63 107.63

Apr'23 - 16.65 Lacs 16.65 16.65

2,217.20 2,664.28

Current (Shown as Other Current Liabilities in Note 10)

Apr'16 - 295.72 Lacs, May'16 - 151.36 Lacs 447.08 387.12

447.08 387.12

2,664.28 3,051.40

Zero Coupon

106

5 : Deferred Tax Assets (Net) (` in Lacs)

As at As at

31 March 2016 31 March 2015

Deferred Tax Liabilities :

On account of timing difference in Depreciation 1,684.48 1,432.67

Adjustment of carrying value of tangible assets against retained earnings - (150.35)

Gross Deferred Tax Liability 1,684.48 1,282.32

Deferred Tax Assets :

On account of timing difference in :

(a) Section 43B Disallowances 250.23 117.98

(b) Leave Entitlement Liability 1,100.37 870.47

(d) Provision for Doubtful Debts 4,589.83 4,368.89

(e) Provision for Doubtful Advances & Recoverables 586.76 519.76

Gross Deferred Tax Asset 6,716.70 6,170.73

Net Deferred Tax - Assets 5,032.22 4,888.41

6 : Other Long Term Liabilities

Other Deposits 6.05 6.05

Accrued Premium on redemption of NCD but not due 1,409.48 1,107.28

1,415.53 1,113.33

7 : Provisions

Long Term Provisions

Provision for Employee Benefits: (See Note 31)

Leave entitlements 2,297.15 1,778.79

Gratuity 547.60 843.60

Other Provisions :

Warranties & Claims 1,626.59 1,766.51

4,471.34 4,388.90

Short Term Provisions

Provision for Employee Benefits: (See Note 31)

Leave entitlements 882.36 728.19

Other Provisions :

Proposed Dividend - 1,511.44

Tax on Dividend - 307.73

Warranties & Claims 6,095.86 4,990.05

6,978.22 7,537.41

As required by Accounting Standard 29 – “Provisions, Contingent Liabilities and Contingent Assets”, the Company recognised a liability

aggregating to ? 7,722.45 Lacs (Previous Year ? 6,756.56 Lacs) for warranty claims that are estimated to be incurred in future periods arising

out of sales made upto the closure of the year.

Disclosures in respect of provisions for warranty costs :

Particulars 2015-16 2014-15

As at last Balance Sheet (Long Term Provisions + Short Term Provisions) 6,756.56 4,901.39

Add : Provided during the year 4,605.16 5,289.52

Less : Utilised during the year 3,639.27 3,434.35

Closing Balance (Long Term Provisions + Short Term Provisions) 7,722.45 6,756.56

Notes forming part of the Financial Statements for the year ended 31 March 2016

107

Notes forming part of the Financial Statements for the year ended 31 March 2016

8 : Short Term Borrowings (` in Lacs)

As at As at

31 March 2016 31 March 2015

Secured

Loans from Consortium Banks

(i) Cash Credit 3,635.95 9,202.19

(ii) Foreign Currency Loans 2,376.26 5,116.31

6,012.21 14,318.50

Unsecured

(i) Other Short Term Loans - 3,500.00

(ii) Commercial Papers - 2,500.00

(ii) Foreign Currency Loans 4,081.47 1,183.37

4,081.47 7,183.37

10,093.68 21,501.87

Nature of Security

8.1 Secured :

Loans from Consortium Banks are secured by :

i. First pari passu charge by way of hypothecation of inventories and book debts, excluding project specific assets exclusively

charged to IDBI Bank Ltd.

ii. First pari passu charge on the Company's immovable properties at Wardha and Mumbai (Reay Road);

iii. Second pari passu charge over present and future Fixed Assets of the Company, situated at;

a) Ranjangaon Units : Village Dhoksanghvi, Taluka Shirur, Ranjangaon, Dist. Pune - 412210;

b) Chakan Unit : Village Mahalunge, Chakan Talegaon Road, Khed, Pune - 410501;

c) Wind Farm : Village Vankusawade, Tal. Patan, Dist. Satara, Maharashtra 415206;

d) Showroom on Ground floor and Office Premises on Second Floor at Bajaj Bhawan 226, Jamnalal Bajaj Marg, Nariman Point,

Mumbai 400 021.

e) Residential Flat No.183 & 193 - Naperol Tower, Rafi Ahmed Kidwai Marg, Wadala, Mumbai - 400 031.

These securities also extend to the various credit facilities including Bank Guarantees and Letters of Credit of ? 107,274.33

lacs (Previous year ? 112,636.47 Lacs) executed on behalf of the Company in the normal course of business. Further

Company has availed facilities for Bank Guarantees and Letters of Credit of ? 14,690.65 Lacs (Previous Year ? 13,112.69

Lacs) from IDBI Bank Ltd. which are secured by exclusive first charge on Company's movable properties and entire current

assets pertaining to specific projects and subservient charge on the Company's entire movable assets including Stocks and

Book Debts etc.

The Consortium banks have issued their NOC for substitution of charge on some of the aforesaid properties (Pending Creation) as

follows

A Release of charge on the following Properties :

a) Company's immovable property at Mumbai (Reay Road).

b) Residential Flat No.183 & 193 - Naperol Tower, Rafi Ahmed Kidwai Marg, Wadala, Mumbai - 400 031.

B Creation of pari passu charge over following Residential, Office and Factory premises of the Company, situated at;

I On First Charge basis :

Hari Kunj Flat No. 103 and 104, 'B' wing, Sindhi Society, Chembur East, Mumbai - 400 071.

II On Second Charge basis :

Delhi Office : No. DSM-514 to DSM-521, DLF Tower, 5th Floor, 15 Shivaji Marg, Nazafgarh Road Industrial Area, Delhi-West,

Delhi -110015.

Office Premises No : 001, 501, 701 and 801, 'Rustomjee Aspiree', Bhanu Shankar Yagnik Marg, Off Eastern Highway, Sion

(East), Mumbai - 400 022.

Kosi Factory Unit at Khasra No.647,648, NH 02, Km 109 Mile Stone, Village Dautana, Chhatta, Kosi Kallan, Mathura 281403.

R & D centre (proposed) at Plot no. 27/ pt 2 at Millennium Business Park, TTC Industrial area, Mahape, Navi Mumbai.

Terms of repayment for current year

108

Notes forming part of the Financial Statements for the year ended 31 March 2016

8 : Contd.

8.2 Secured Foreign Currency Loans includes Buyer's Credit as per the details given below :

Lending Bank Maturity Date Interest rate Liability ? in Lacs

(%) as on 31.03.2016

Yes Bank Ltd. 22-Apr-16 0.83 948.01

Yes Bank Ltd. 28-Apr-16 0.95 333.94

Yes Bank Ltd. 4-May-16 0.97 323.21

Yes Bank Ltd. 18-May-16 1.07 243.41

Yes Bank Ltd. 1-Jun-16 1.22 296.00

Yes Bank Ltd. 3-Jun-16 1.24 231.69

2,376.26

8.3 Unsecured Foreign Currency Loans includes Buyer's Credit as per the details given below :

Lending Bank Maturity Date Interest rate Liability ? in Lacs

(%) as on 31.03.2016

RBL Bank Ltd. 3-Aug-16 1.47 177.35

RBL Bank Ltd. 8-Aug-16 1.47 73.82

RBL Bank Ltd. 9-Aug-16 1.47 106.54

RBL Bank Ltd. 9-Aug-16 1.62 212.56

RBL Bank Ltd. 12-Aug-16 1.30 672.43

RBL Bank Ltd. 26-Aug-16 1.49 70.77

RBL Bank Ltd. 5-Aug-16 1.23 1,136.08

RBL Bank Ltd. 12-Sep-16 1.36 102.69

RBL Bank Ltd. 8-Sep-16 1.18 1,126.67

RBL Bank Ltd. 23-Jan-17 0.70 193.22

FirstRand Bank Ltd. 3-May-16 1.12 209.34

4,081.47

Terms of repayment for previous year

8.4 Secured Foreign Currency Loans include Buyer's Credit as per the details given below:

Lending Bank Maturity Date Interest rate Liability ? in Lacs

(%) as on 31.03.2016

Yes Bank Ltd. 7-Apr-15 0.76 424.35

Yes Bank Ltd. 10-Apr-15 0.75 464.86

Yes Bank Ltd. 15-Apr-15 0.75 236.23

Yes Bank Ltd. 20-Apr-15 0.75 64.73

Yes Bank Ltd. 24-Apr-15 0.75 434.56

Yes Bank Ltd. 27-Apr-15 0.80 210.38

Yes Bank Ltd. 28-Apr-15 0.83 172.42

Yes Bank Ltd. 7-May-15 0.76 722.19

Yes Bank Ltd. 8-May-15 0.83 254.58

Yes Bank Ltd. 22-May-15 0.86 137.05

State Bank of India 12-Jun-15 1.12 59.99

State Bank of India 12-Jun-15 1.12 30.75

State Bank of India 12-Jun-15 1.12 12.07

State Bank of India 12-Jun-15 1.12 36.70

State Bank of India 12-Jun-15 1.12 156.51

State Bank of India 12-Jun-15 1.12 13.94

State Bank of India 12-Jun-15 1.12 90.94

Yes Bank Ltd. 17-Jun-15 0.82 347.94

Yes Bank Ltd. 19-Jun-15 0.83 416.34

Yes Bank Ltd. 22-Jun-15 0.84 129.22

State Bank of India 26-Jun-15 1.14 183.69

109

9 : Trade Payables `

As at As at

31 March 2016 31 March 2015

Dues to Micro, Small and Medium enterprises 1,688.77 1,655.26

Acceptances 65,032.59 59,905.63

Others 47,803.00 55,181.41

1,14,524.36 116,742.30

Information as required to be furnished as per Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act,

2006) is given below. This information has been determined to the extent such parties have been identified on the basis of information

available with the Company.

( in Lacs)

Notes forming part of the Financial Statements for the year ended 31 March 2016

8 : Contd.

Lending Bank Maturity Date Interest rate Liability ? in Lacs

(%) as on 31.03.2016

State Bank of India 26-Jun-15 1.14 65.09

State Bank of India 7-Jul-15 1.06 64.12

State Bank of India 7-Jul-15 1.06 73.77

State Bank of India 7-Jul-15 1.06 65.63

State Bank of India 7-Jul-15 1.06 83.12

State Bank of India 7-Jul-15 1.06 74.43

Yes Bank Ltd. 20-Oct-15 0.81 90.71

5,116.31

8.5 Unsecured

Other Short Term Loans

Name of the Bank Date of Maturity/ Rate of Interest Amount

Payment (%) (? in Lacs)

ING Vysya Bank Ltd. 06-Apr-15 10.80 2,000.00

ING Vysya Bank Ltd. 06-Apr-15 10.80 1,500.00

3,500.00

Commercial Papers

Name of the Subscriber Date of Rate of Interest Amount

Maturity (%) (? in Lacs)

Kotak Mahindra Trustee Company Ltd A/C

Kotak Floater Long Term Scheme 12-Jun-15 9.70 2,500.00

8.6 Unsecured Foreign Currency Loans include Buyer's Credit as per the details given below

Lending Bank Maturity Date Interest rate Liability ? in Lacs

(%) 31.03.2015

Deutche Bank AG Singapore 22-Jul-15 0.54 450.47

Deutche Bank AG Singapore 22-Jul-15 0.54 222.52

Deutche Bank AG Singapore 11-Aug-15 0.56 107.59

Deutche Bank AG Singapore 11-Aug-15 0.56 177.10

Deutche Bank AG Singapore 21-Aug-15 0.56 225.69

1,183.37

110

9 : Contd. `

Principal amount and interest due thereon remaining unpaid to any supplier covered As at

under MSMED Act, 2006: 31 March 2016 31 March 2015

Principal 739.48 949.09

Interest 20.03 26.42

The amount of interest paid by the buyer in terms of Section 16 of the MSMED Act, 2006

along with the amounts of the payment made to the supplier beyond the appointed day 26.42 7.95

during each accounting year.

The amount of interest due and payable for the period of delay in making payment (which

have been paid but beyond the appointed day during the year) but without adding the - -

interest specified under MSMED Act, 2006.

The amount of interest accrued and remaining unpaid at the end of each accounting year. 20.03 26.42

The amount of further interest remaining due and payable even in the succeeding years,

until such date when the interest dues as above are actually paid to the small enterprise for 1.26 0.29

the purpose of disallowance as a deductible expenditure under Section 23 of the

MSMED Act, 2006.

The total dues of Micro and Small Enterprises which were outstanding for more than 45.88 12.68

stipulated period

Acceptances include ? Nil (previous year ? 1,278.43 lacs) for bills accepted by the Company and discounted by the suppliers with Small

Industries Development Bank of India (SIDBI) under a line of credit extended to the Company. The line of credit was secured by a second

charge on (i) raw materials, goods in process, semi-finished goods and book debts; and (ii) a collateral security by way of equitable mortgage

on the immovable properties at Reay Road (Mumbai) and Wardha. During the year the said line of credit has been repaid in full and

consequentially the charge created in respect thereof in favour of SIDBI has been satisfied.

10: Other Current Liabilities

As at As at

31 March 2016 31 March 2015

Current maturities of Long Term Borrowings :

Term Loans from Banks (See Note 4) 3,312.75 1,822.92

Zero Coupon Redeemable Non-Convertible Debentures 4,000.00 -

Accrued premium on redemption of NCD but not due 939.66 -

Sales Tax Deferral liability / Loan (See Note 4) 447.08 387.12

Employee Benefit Liabilities 3,440.37 1,399.58

Customer Incentive / Scheme Payable 5,092.80 3,833.01

VAT/CST Payable 3,254.30 2,913.30

Other Statutory Liabilities Payable 1,656.48 930.17

Interest accrued but not due on borrowings 30.09 38.99

Interest accrued and due on borrowings 34.19 40.89

Advances Received from customers 17,895.74 20,329.41

Gross Amount due to customers for long term contracts 21,659.35 10,494.48

Unpaid Dividends # 92.48 77.55

Trade Deposits (Dealers, Vendors etc.) 844.93 829.95

Unpaid matured deposits and interest accrued thereon - 8.42

Other Payables 2,970.06 2,057.00

65,670.28 45,162.79

#There are no amounts outstanding, for payment to the IEPF u/s 205C of the Companies Act, 1956 as at the year end.

( in Lacs)

As at

Notes forming part of the Financial Statements for the year ended 31 March 2016

111

11 : Fixed Assets

Gross Block Depreciation & Amortisation Net Block

Category As at Additions Deletions Adjustments As at As at For the year Recoupment Adjustments Upto As at Adjustment on As at As at

31-03-2015 31-03-2016 31-03-2015 on deductions (See Note 4) 31-03-2016 31-03-2016 Impairment of 31-03-2016 31-03-2015

Discontinued

Operations

Tangible Assets

*Land

- Leasehold (See Note 3) 2,886.55 - - - 2,886.55 64.02 37.50 - - 101.52 2,785.03 - 2,785.03 2,822.53

- Freehold 2,089.19 9.03 - - 2,098.22 - - - - - 2,098.22 - 2,098.22 2,089.19

*Buildings - - -

- Owned 3,508.10 114.25 - - 3,622.35 1,340.85 108.51 - - 1,449.36 2,172.99 - 2,172.99 2,167.25

Ownership Premises (See Note 5) 11,493.02 663.30 25.69 - 12,130.63 906.88 195.84 2.74 - 1,099.98 11,030.65 - 11,030.65 10,586.14

**Plant and Equipment - - -

- Owned 11,360.17 293.88 51.81 - 11,602.24 6,858.49 776.43 41.28 - 7,593.64 4,008.60 258.86 3,749.74 4,242.82

- Leased - - - - - - - - - - - - - -

Furniture and Fixtures 1,462.35 321.44 80.44 - 1,703.35 655.20 164.15 74.46 - 744.89 958.46 - 958.46 807.15

Electrical Installations 474.46 89.68 54.85 - 509.29 326.45 44.63 52.92 - 318.16 191.13 - 191.13 148.01

Vehicles 533.30 104.93 78.80 - 559.43 193.09 60.93 52.47 - 201.55 357.88 - 357.88 340.21

Office Equipment 663.53 96.19 20.61 - 739.11 298.33 107.95 16.43 - 389.85 349.26 - 349.26 365.20

Leasehold Improvements* 316.97 55.88 - - 372.85 178.82 40.60 - - 219.42 153.43 - 153.43 138.15

Temporary Structures 447.64 48.89 23.28 - 473.25 447.64 48.89 23.28 - 473.25 - - - -

Roads 255.81 - - - 255.81 202.51 24.55 - - 227.06 28.75 - 28.75 53.30

Computers 3,879.45 710.74 151.32 - 4,438.87 1,968.85 742.61 147.63 - 2,563.83 1,875.04 - 1,875.04 1,910.60

Dies, Jigs & Mould 2,348.15 440.22 97.54 - 2,690.83 1,316.30 294.03 96.84 - 1,513.49 1,177.34 - 1,177.34 1,031.85

Total 41,718.69 2,948.43 584.34 - 44,082.78 14,757.43 2,646.62 508.05 - 16,896.00 27,186.78 258.86 26,927.92 26,702.40

Assets given on Operating Lease

Plant & Machinery** 1,364.73 - - - 1,364.73 301.43 98.27 - - 399.70 965.03 - 965.03 1,063.30

Total Assets given on Lease 1,364.73 - - - 1,364.73 301.43 98.27 - - 399.70 965.03 - 965.03 1,063.30

Total Tangible Assets 43,083.42 2,948.43 584.34 - 45,447.51 15,058.86 2,744.89 508.05 - 17,295.70 28,151.81 258.86 27,892.96 27,765.70

Intangible Assets

Goodwill 0.38 - - - 0.38 0.38 - - - 0.38 - - - -

Computer Software 175.01 - - - 175.01 175.01 - - - 175.01 - - - -

Trade Marks 0.91 - - - 0.91 0.40 0.05 - - 0.45 0.46 - 0.46 0.51

Total Intangible Assets 176.30 - - - 176.30 175.79 0.05 - - 175.84 0.46 - 0.46 0.51

Grand Total 43,259.72 2,948.43 584.34 - 45,623.81 15,234.65 2,744.94 508.05 - 17,471.54 28,152.27 258.86 27,893.42 27,766.21

Notes:1. Gross Block at cost except items marked

* Which are at book value (See Note 3 below)

** Includes in net block, assets not in use and held for disposal of ? Nil (Previous year ? 0.89 Lacs).

2. Ownership Premises include the sum of ? 0.05 Lacs (Previous Year ? 0.05 Lacs) being the Face Value of Shares in co-operative societies required to be held under their respective bye-laws.

3. The buildings (including leasehold land appurtenant thereto) and ownership premises had been revalued as on 1 January 1985 then resulting in the net increase in the book value by ? 321.01 Lacs which had been transferred to Revaluation Reserve. All the

freehold land, leasehold land, buildings (including leasehold land appurtenant thereto) and premises on ownership basis had been revalued as on 30 September 1994 resulting in a further net increase in the book value of the said assets as on 1 October

1994 by ? 2,305.87 Lacs which also had been transferred to the Revaluation Reserve. As a result of the above, the total net increase in the book value of the said assets aggregates ? 2,626.88 Lacs (? 62.51 Lacs on freehold land and ? 13.69 Lacs on

leasehold land, ? 816.49 Lacs on building and ? 1,734.19 Lacs on ownership premises).

The depreciation on the increased value has resulted in an additional charge for the year of ? 21.01 Lacs (Previous Year ? 21.04 Lacs). An amount equivalent to the additional charge has been transferred from Revaluation Reserve to Profit & Loss Account.

Such transfer, according to an authoritative professional view, is an acceptable practice for the purpose of true and fair presentation of the Company’s financial statements. The balance depreciation charged on the carrying value of the assets over the

remaining revised life of the assets as per Schedule II of the Companies Act, 2013.

4. Consequent to the enactment of the Companies Act. 2013 (the Act) and its applicability for accounting periods commencing after 1 April 2014, the Company re-worked depreciation in the previous year with reference to the estimated economic lives of fixed

assets in the manner prescribed by Schedule II to the Act.

Includes ownership premises aggregating Net Block of ? 248.00 Lacs committed for sale under a written understanding with prospective buyers.

Notes forming part of the Financial Statements for the year ended 31 March 2016

( in Lacs)`

112

Notes forming part of the Financial Statements for the year ended 31 March 2016

11 : Fixed Assets (Previous Year)

Gross Block Depreciation & Amortisation Net Block

Category As at As at As at For Recoupment Adjustments Upto As at Adjustment on As at As at

31-03-2014 Additions Deletions Adjustments 31-03-2015 31-03-2014 the year on deductions (See Note 4) 31-03-2015 31-03-2015 Impairment of 31-03-2015 31-03-2014

Discontinued

Operations

Tangible Assets

*Land

- Leasehold (See Note 3) 392.22 2,494.33 - - 2,886.55 47.12 16.90 - - 64.02 2,822.53 - 2,822.53 345.10

- Freehold 2,143.35 - 54.16 - 2,089.19 - - - - - 2,089.19 - 2,089.19 2,143.35

*Buildings - - -

- Owned 3,447.09 61.01 - - 3,508.10 1,234.65 105.57 0.63 1,340.85 2,167.25 - 2,167.25 2,212.43

Ownership Premises 10,041.26 1,451.76 - - 11,493.02 734.38 172.50 - - 906.88 10,586.14 - 10,586.14 9,306.87

**Plant and Equipment

- Owned 11,524.30 230.31 394.44 - 11,360.17 5,634.36 1,159.23 - 64.90 6,858.49 4,501.68 258.86 4,242.82 5,889.95

- Leased - - - - - - - - - - - - - -

Furniture and Fixtures 1,005.99 487.38 31.02 - 1,462.35 500.36 155.09 30.85 30.60 655.20 807.15 - 807.15 505.63

Electrical Installations 468.84 102.41 96.79 - 474.46 265.30 46.10 96.59 111.64 326.45 148.01 - 148.01 203.55

Vehicles 374.86 190.45 32.01 - 533.30 151.28 59.29 23.41 5.93 193.09 340.21 - 340.21 223.57

Office Equipment 519.74 146.23 2.44 - 663.53 153.89 129.83 1.20 15.81 298.33 365.20 - 365.20 365.85

Leasehold Improvements* 248.36 68.61 - - 316.97 146.40 32.42 - - 178.82 138.15 - 138.15 101.97

Temporary Structures 408.90 46.98 8.24 - 447.64 408.90 46.98 8.24 - 447.64 - - - -

Roads 242.04 13.77 - - 255.81 46.61 30.90 - 125.00 202.51 53.30 - 53.30 195.43

Computers 2,786.74 1,162.37 69.66 - 3,879.45 1,311.71 636.10 65.32 86.36 1,968.85 1,910.60 - 1,910.60 1,475.04

Dies, Jigs & Mould 2,129.32 218.83 - - 2,348.15 1,080.42 234.41 - 1.47 1,316.30 1,031.85 - 1,031.85 1,048.90

Total 35,733.01 6,674.44 688.76 - 41,718.69 11,715.38 2,825.32 225.61 442.34 14,757.43 26,961.26 258.86 26,702.40 24,017.64

Assets given on Operating Lease

Plant & Machinery** 1,364.73 - - - 1,364.73 203.16 98.27 - - 301.43 1,063.30 - 1,063.30 1,161.56

Total Assets given on Lease 1,364.73 - - - 1,364.73 203.16 98.27 - - 301.43 1,063.30 - 1,063.30 1,161.56

Total Tangible Assets 37,097.74 6,674.44 688.76 - 43,083.42 11,918.54 2,923.59 225.61 442.34 15,058.86 28,024.56 258.86 27,765.70 25,179.20

Intangible Assets

Goodwill 0.38 - - - 0.38 0.38 - - - 0.38 - - - -

Computer Software 175.01 - - - 175.01 175.01 - - - 175.01 - - - -

Trade Marks 0.40 0.51 - - 0.91 0.40 - - - 0.40 0.51 - 0.51 -

Total Intangible Assets 175.79 0.51 - - 176.30 175.79 - - - 175.79 0.51 - 0.51 -

Grand Total 37,273.53 6,674.95 688.76 - 43,259.72 12,094.33 2,923.59 225.61 442.34 15,234.65 28,025.07 258.86 27,766.21 25,179.20

( in Lacs)`

113

Notes forming part of the Financial Statements for the year ended 31 March 2016

12 : Investments

As at As at

31 March 2016 31 March 2015

Non-Current

Trade Investments

Equity Shares (Unquoted)

Name of the Body Corporate Nature, No. and Face value

Hind Lamps Limited * 1,140,000 (1,140,000) Equity Shares of ? 25 each 296.78 296.78

Starlite Lighting Ltd, An Associate 2,375,000 (2,375,000) Equity Shares of ? 10 each 445.31 445.31

742.09 742.09

Others :

M. P. Lamps Limited ** 48,000 (48,000) Equity Shares of ? 10 each;

(Partly paid shares - ? 2.50 per share Paid Up,

Called up ? 5 per share) 1.20 1.20

M. P. Lamps Limited ** 95,997 (95,997) Equity Shares of ? 10 each;

(Partly paid shares - ? 1.25 per share Paid Up, 1.20 1.20

Called up ? 5 per share)

Less :

Provision for the Diminution in the value of Investments (2.40) (2.40)

- -

Mayank Electro Ltd. 100 (100) Equity Shares of ? 100 each 0.10 0.10

0.10 0.10

Preference Shares (Unquoted)

Hind Lamps Ltd * 2,800,000 (2,800,000) Non-participating Redeemable

Preference Shares of ? 25 each, redeemable at the end 700.00 700.00

of term of 10 years, at a premium of ? 20 per share

Starlite Lighting Ltd, An Associate 30,000,000 (30,000,000) 0% Non-Convertible Cumulative

Redeemable Preference Shares of ? 10 each, redeemable

in 3 equal tranches at a yield of 10% p.a. at the end of 6th,

7th & 8th year from the date of allotment i.e. 8 January 2014. 3,000.00 3,000.00

Starlite Lighting Ltd, An Associate# 1,000,000 (1,000,000) 9 % Non-Convertible Cumulative

Redeemable Preference Shares of ? 10 each, redeemable

in 3 equal tranches at the end of 8th, 9th & 10th year from the

date of allotment i.e. 5 June 2008. 666.67 1,000.00

Starlite Lighting Ltd, An Associate 5,000,000 (5,000,000) 9 % Non-Convertible Cumulative

Redeemable Preference Shares of ? 10 each, redeemable 500.00 500.00

in 3 equal tranches at the end of 13th, 14th & 15th year from

the date of allotment i.e. 15 October 2009.

5,608.86 5,942.19

Current

Current portion of Long term Investments

Trade Investments

Preference Shares (Unquoted)

Starlite Lighting Ltd, An Associate # 1/3 portion of 1,000,000 9 % Non-Convertible Cumulative

Redeemable Preference Shares of ? 10 each to be

redeemed on 5 June 2016. 333.33 -

333.33 -

Aggregate cost of quoted investments NIL NIL

Aggregate cost of unquoted investments 5,944.59 5,944.59

Aggregate market value of quoted investments N.A. N.A.

Aggregate provision for diminution in value of investments 2.40 2.40

Figures and words in brackets, in this schedule, indicate previous year's No. and Class of Shares / Units.

* See footnote to Note 13.

** In respect of Investments made in M. P. Lamps Ltd., calls of ? 2.50 per share on 48,000 equity shares and ? 3.75 per share on 95,997 equity shares

aggregating to ? 4.80 Lacs have not been paid by the Company. On principles of prudence the entire investment in M.P. Lamps Ltd. is considered as

diminished and accordingly carried at ? NIL.

( in Lacs)`

114

Notes forming part of the Financial Statements for the year ended 31 March 2016

13: Loans and Advances

As at

31 March 2016 31 March 2015

Long Term

(Unsecured, considered good, unless otherwise stated)

Capital Advances 381.82 14.57

Security Deposit

Deposits paid to related parties 504.31 505.17

Considered Good 2,340.05 1,976.62

Doubtful 78.87 78.87

2,418.92 2,055.49

Less: Provision for Bad & Doubtful Advances 78.87 78.87

2,340.05 1,976.62

Loans and advances to related parties

Hind Lamps Ltd* 1,152.00 1,152.00

Less: Provision for Bad & Doubtful Advances 1,000.00 1,000.00

152.00 152.00

Starlite Lighting Ltd, An Associate 2,480.00 280.00

2,632.00 432.00

Advances recoverable in cash or in kind or for value to be received

Considered Good 3,395.31 691.26

Doubtful 616.58 422.96

4,011.89 1,114.22

Less: Provision for Bad & Doubtful Advances 616.58 422.96

3,395.31 691.26

Advance Income Tax-Net of Provision ? 47,020 Lacs (Previous Year ? 43,120 Lacs) 5,384.16 5,662.45

Balances with Central Excise and Customs Department 15.00 15.00

14,652.65 9,297.07

Short Term

(Unsecured, considered good, unless otherwise stated)

Advances recoverable in cash or in kind or for value to be received 4,014.86 5,823.89

Loans and advances to Related parties

Hind Lamps Ltd. 163.56 26.93

Starlite Lighting Ltd, An Associate 850.00 2,980.00

Balances with Central Excise and Customs Department 227.58 845.62

5,256.00 9,676.44

*The Company has advanced loans aggregating to ? 1,152 lacs to Hind Lamps Ltd. (HLL) in which Company holds 19% Equity Share Capital

as a promoter. HLL is a also major dedicated vendor of lamps and tubes to the Company. The loans are advanced as continued financial

support to HLL in view of substantial losses incurred by it in the past years. The Company based on its own assessment of the financial

condition of HLL, has in the past, as a matter of prudence, made a provision for doubtful advance to the extent of ? 1,000 lacs.

The Draft Rehabilitation Scheme (DRS) submitted by HLL to the Board for Industrial and Financial Reconstruction (BIFR) envisaging its

revival was approved in January 2012. In terms of the DRS, the loan amount of ? 700 lacs were converted into Redeemable Preference

Shares in the financial year 2012-13.

In view of the financial & operational policies being governed by BIFR, the Company is not in a position to influence the same & hence HLL Is

not considered an Associate at this point of time.

( in Lacs)`

As at

115

Notes forming part of the Financial Statements for the year ended 31 March 2016

14 : Other Non-Current Assets `

As at As at

31 March 2016 31 March 2015

(Unsecured, considered good, unless stated otherwise)

Long Term Trade Receivables

Considered Good 28,350.97 38,612.71

Doubtful 13,262.33 12,623.92

41,613.30 51,236.63

Less: Provision for Bad & doubtful debts 13,262.33 12,623.92

28,350.97 38,612.71

Non-Current Bank Balances

Deposits with maturity more than 12 months 5.00 5.00

Deposits with bank held as margin money 2,357.44 306.75

30,713.41 38,924.46

14 : Other Current Assets

Contract Work in Progress 3,118.43 3,662.49

Unbilled Revenue 724.73 1,479.80

Interest accrued on Bank Deposits 12.07 15.63

Export Benefits 64.70 79.46

3,919.93 5,237.38

15 : Inventories

(As valued and certified by the Management)

Raw materials & Components 3,284.34 3,182.79

Work-in-progress 505.78 902.85

Finished Goods Manufactured 2,250.42 1,408.83

Finished Goods Traded 42,247.07 38,919.66

Finished Goods in Transit 1,761.92 2,352.18

Stores and Spares 573.08 651.11

Others 45.13 47.37

50,667.74 47,464.79

Details of Raw Material

Ferrous Metals 2,350.93 2,119.47

Non-Ferrous Metals 264.41 470.43

Other Raw Material 669.00 592.89

3,284.34 3,182.79

Details of Work-in-Progress

Lighting 2.03 36.25

Highmast, Transmission Tower & Poles 205.34 525.43

Fans 298.41 341.17

505.78 902.85

Details of Finished goods

Lighting (Manufactured) 214.55 142.54

Lighting (Traded) 8,489.39 6,326.81

Consumer Durables (Manufactured) 829.97 1,061.12

Consumer Durables (Traded) 26,132.20 26,098.30

Engineering & Project (Manufactured) 2,051.03 1,070.53

Engineering & Project (Traded) 8,542.27 7,981.37

46,259.41 42,680.67

Store Spares and other

Others 618.21 698.48

618.21 698.48

( in Lacs)

116

Notes forming part of the Financial Statements for the year ended 31 March 2016

16 : Cash and Bank Balances `

As at As at

31 March 2016 31 March 2015

Cash & Cash Equivalents

Cash on hand 104.58 88.46

Cheques on hand 826.75 1,908.59

Balance with Banks

In Current Accounts 993.58 1,279.12

In Cash Credit Accounts 333.03 66.65

Bank Deposits (with less than 3 months maturity) 2,400.00 -

4,657.94 3,342.82

Other Bank Balances

Deposits with bank held as margin money 799.20 345.72

Unpaid Dividend Accounts 92.48 77.55

891.68 423.27

5,549.62 3,766.09

17 : Trade Receivables

Short Term

(Unsecured, considered good, unless otherwise stated)

Outstanding for a period exceeding six months from the date they are due for payment

Considered Good 22,394.29 19,549.29

Doubtful - -

22,394.29 19,549.29

Other Debts 113,812.25 109,406.25

136,206.54 128,955.54

18 : Revenue from Operations

Year ended Year ended

31 March 2016 31 March 2015

Sale of Products 322,906.32 300,679.82

Less : Excise Duty 3,640.55 2,701.76

319,265.77 297,978.06

Contract Revenue 139,907.74 126,095.04

Net Sales 459,173.51 424,073.10

Other Operating Revenues :

Income from Power generated 64.06 62.33

Scrap Sales / Claims Received 1,868.76 1,970.74

Others 88.36 145.24

2,021.18 2,178.31

461,194.69 426,251.41

Details of Products sold

Lighting

Manufactured 4,270.35 2,142.20

Traded 101,659.96 87,839.73

Consumer Durables

Manufactured 7,719.41 5,270.35

Traded 193,430.04 197,657.00

Engineering & Projects

Manufactured 4,774.42 3,946.11

Traded 11,052.14 3,824.43

322,906.32 300,679.82

( in Lacs)

117

Notes forming part of the Financial Statements for the year ended 31 March 2016

19 : Other Income `

Year ended Year ended

31 March 2016 31 March 2015

Interest Income 1,620.19 1,671.06

Other Non-operating income

Rent Received 251.40 230.94

Amounts Written back 308.88 299.50

Profit / (Loss) on sale of Investments - 17.98

Profit / (Loss) on sale of Fixed Assets 46.40 34.69

Prior Period Item - 83.80

Others 58.35 91.31

2,285.22 2,429.28

20: Cost of Materials Consumed and Erection Expenses

1) Raw Materials & Components Consumed: 17,858.85 22,523.04

2) Purchases of Traded Goods :

Finished Goods & Material of Works Contracts 286,481.82 279,674.09

Freight, Octroi, Entry Tax, etc. 7,013.00 6,929.19

293,494.82 286,603.28

3) (Increase) / Decrease in Stock :

Stock at Commencement :

Work-in-Process 902.86 1,083.98

Finished Goods (Manufactured) 1,408.83 3,136.38

Finished Goods (Traded) 41,271.84 36,190.67

43,583.53 40,411.03

Stock at Close :

Work-in-Process 505.78 902.86

Finished Goods (Manufactured) 2,250.42 1,408.83

Finished Goods (Traded) 44,008.99 41,271.84

46,765.19 43,583.53

(3,181.66) (3,172.50)

4) Erection & Subcontracting Expenses 29,456.87 22,249.45

29,456.87 22,249.45

Cost of Raw Material and Components Consumed :

Particulars Year ended Year ended

31 March 2016 31 March 2015

Ferrous Metal & Components 11,275.67 16,565.59

Non-Ferrous Metal & Components 4,785.37 4,595.23

Electrical Stampings 1,044.94 878.46

Components Others 752.87 483.77

Total 17,858.85 22,523.04

Imported & Indigenous Raw Materials, Components of Stores & Spare Parts consumed :

(i) Raw Material

Particulars Year ended 31 March 2016 Year ended 31 March 2015

Imported and indigenous Raw Materials consumed: Value % Value %

Imported 1,254.01 7.26 1,190.37 5.41

Indigenous 16,022.59 92.74 20,824.18 94.59

Total 17,276.61 100.00 22,014.55 100.00

( in Lacs)

118

Notes forming part of the Financial Statements for the year ended 31 March 2016

20 : `

Imported & Indigenous Raw Materials, Components of Stores & Spare Parts consumed :

(ii) Components & Spare Parts*

Particulars Year ended 31 March 2016 Year ended 31 March 2015

Imported and indigenous stores, spare parts & tools consumed: Value % Value %

Imported - - - -

Indigenous 835.23 100.00 755.68 100.00

Total 835.23 100.00 755.68 100.00

* See Note 23 - Other Expenses

Details of Purchase of Traded Goods Year ended Year ended

31 March 2016 31 March 2015

Lighting 80,545.75 69,064.35

Consumer Durables 135,379.05 136,137.24

Engineering & Projects 70,557.02 74,472.50

Total 286,481.82 279,674.09

Contd. ( in Lacs)

21 : Employee Benefits Expenses

Year ended Year ended

31 March 2016 31 March 2015

Salaries, wages and bonus to employees 24,503.20 19,795.62

Remuneration to Whole-time Directors 880.72 268.59

Contribution to provident and other funds 2,541.88 2,209.49

Staff Welfare expenses 443.19 354.85

28,368.99 22,628.55

22 : Finance Costs

Interest Expense 9,589.51 9,811.26

Other borrowing costs 320.60 482.13

Applicable net (Gain)/Loss on foreign currency transactions and translation 230.08 150.08

10,140.19 10,443.47

23 : Other Expenses

Consumption of Stores and Spare Parts 835.23 755.68

Packing Material Consumed 755.25 532.16

Excise Duty on Increase/(Decrease) in Stocks of Finished Goods 281.07 137.41

Power and Fuel 1,581.80 1,536.64

Rent 3,838.70 3,571.83

Repairs to Buildings 27.83 24.72

Repairs to Machinery 550.99 542.61

Repairs Others 243.94 234.96

Insurance 693.19 680.80

Rates and Taxes, excluding taxes on income 76.99 67.77

Lease Rent 240.36 247.09

Traveling, Conveyance & Vehicle Expenses 6,293.18 5,617.69

Postage, Telephone & Telex 1,029.39 796.57

Printing & Stationery 300.38 263.52

Directors Fees & Traveling Expenses 40.38 41.71

Non-Executive Directors Commission 28.05 25.84

Advertisement & Publicity 8,478.76 5,652.80

119

Notes forming part of the Financial Statements for the year ended 31 March 2016

23 : Contd. `

Year ended Year ended

31 March 2016 31 March 2015

Freight & Forwarding 7,884.37 7,557.85

Product Promotion & Service charges 11,891.56 12,143.06

Cash Discount 3,185.26 3,078.39

Commission on Sales 4,329.04 3,565.87

Payments to the Auditor:

Audit Fee 99.91 55.92

Tax Audit Fee 10.98 16.45

Limited Review Fees 21.35 21.93

Certification Fees 7.27 9.11

Reimbursement of Expenses 3.15 5.00

Expenditure towards Corporate Social Responsibility (CSR) activities 135.95 23.60

Provision for Doubtful Debts & Advances 832.03 4,552.80

Bad Debts and other Irrecoverable debit balances Written off 1,938.95 270.86

Liquidated Damages 1,080.77 3,380.74

Miscellaneous Expenses 12,543.38 11,173.19

69,259.46 66,584.57

( in Lacs)

120

24 : Determination of Profits & Capital for computation of EPS:

Particulars 2015-16 2014-15

Profit / (Loss) for the year after Tax 9,560.10 (1,395.03)

No. of Equity Shares of ? 2 each

Basic 100,870,141 100,497,852

Add: Effect of Dilutive issue of Employees Stock Options (Refer Note No. 31) 153,431 416,631

Diluted 101,023,572 100,914,483

Earnings Per Share in ? :-

(a) Basic 9.48 (1.39)

(b) Diluted 9.46 (1.39)

25 : Contingent Liabilities

Particulars 2015-16 2014-15

(i) Contingent Liabilities not provided for :

Claims against the Company not acknowledged as debts 753.52 597.26

Guarantees / Letter of Comfort given on behalf of Companies ? 28,064.00 Lacs

(Previous Year ? 26,060.53 Lacs) 17,198.46 15,158.08

Liability towards Banks in respect of Bill Discounting / Channel Finance Facility @ 7,215.37 4,647.60

Excise and Customs demand - matters under dispute and Claims for refund of

Excise Duty, if any, against Excise Duty Refund received in the earlier year 8.05 25.48

Service Tax matters under dispute and Claims 158.80 134.68

Income Tax matters - Appeal by Company 286.13 456.60

Sales Tax matters under dispute 2,582.44 1,401.43

Penalty/damages/interest, if any, due to non-fulfilment of any of the terms of works Liability Liability

contracts unascertained unascertained

(ii) Uncalled liability in respect of partly paid Shares held as investments 7.20 7.20

@ The Company has arranged channel finance facility for its dealers and distributors from Axis Bank Limited. The outstanding in respect of

this facility as at Balance Sheet date is ? 6,463.53 Lacs (previous year ? 5,565.40 Lacs). Accordingly, Trade Receivables at the end of the

year stands reduced by the said amount. However, the Company has provided a recourse of 33% of the outstanding amount, which works out

to ? 2,132.96 Lacs (Previous year ? 1,836.58 lacs)

The Company has been sanctioned Sales Bills / Receivables Factoring facility by few banks for discounting the bills raised on its customers.

The said facilities are with Full Recourse to the Company. The outstanding in respect of this facility as at Balance Sheet date is ? 5,082.40

Lacs (previous year ? 4,604.23 Lacs). Trade Receivables at the end of the year stands reduced by the said amount.

28 : C.I.F. value of imports, expenditure and earnings in foreign currencies and foreign exchange

exposures:

Particulars 2015-16 2014-15

(a) C.I.F. value of imports:

(i) Raw Materials 1,085.13 1,406.27

(ii) Capital Goods 392.79 114.64

(iii) Finished Goods 30,564.79 27,090.15

(iv) Machinery Spares 7.64 11.64

Total 32,050.35 28,622.70

(b) Expenditure in foreign currency-Gross:

(i) Other Expenses 552.78 1,039.32

(ii) Interest 292.47 166.97

(iii) Royalties 399.86 346.59

(iv) Capital Goods 21.35 136.68

(v) China Branch Expenses 206.62 -

(vi) Dubai Branch Expenses 106.88 -

Total 1,579.96 1,689.56

(i) F.O.B. value of exports 3,583.48 2,819.56

(ii) Freight & Insurance on exports 24.59 27.66

Total 3,608.07 2,847.22

Amount in Amount in

US$/EUR€/CAD$/ US$/EUR€/CAD$/

GBP£/AED (in Lacs) GBP£/AED (in Lacs)

(d) Disclosure of Derivative Instruments and Foreign Currency Exposures

outstanding at the close of the year:

i) Derivative Instruments: Forward Contract Purchase $31.00 $99.34

€ 0.53 -

ii) Open Foreign Exchange Exposures:

- Receivables and Bank Balances

Notes forming part of the Financial Statements for the year ended 31 March 2016

26 : Capital and other commitments `

Particulars 2015-16 2014-15

Capital Commitments, net of capital advances 923.17 259.17

Letter of support given to Group Company Liability Liability

unascertained unascertained

923.17 259.17

27 : Disclosure under the Accounting Standard - 7 (Revised) “Construction Contracts”

Particulars 2015-16 2014-15

(a) (i) Contract Revenue recognised during the year 139,730.42 116,468.92

(ii) Method used to determine the contract revenue recognised and the stage of

completion {Refer Note 1(II)(6)} - -

(b) Disclosure in respect of contracts in progress as at the year end - -

(i) Aggregate amount of costs incurred and recognised profits

(net of recognised losses) 230,157.79 155,517.67

(ii) Advances received, outstanding 14,936.82 10,855.71

(iii) Retentions receivable 26,527.20 41,670.23

(iv) Amount due from customers (included under Note 17 – Trade Receivables &

Note 14 - Other Non Current Assets) 165,282.24 121,172.66

(v) Amount due to customers (included in Note 10. Other Current Liabilities) 21,659.35 10,494.48

(vi) Contingencies on account of Warranty cost, Penalties or possible losses - 146.36

( in Lacs)

121

Notes forming part of the Financial Statements for the year ended 31 March 2016

28 : Contd. `

Particulars 2015-16 2014-15

Receivables

USD $3.35 $9.73

EURO € (0.02) € (0.02)

Bank Balance & Cash in Hand

EEFC - Kotak $1.32 -

USD - Bank Balance in Agricultural Bank of China - $0.10

RMB - Bank Balance At China - Agricultural Bank of China RMB 1.93 -

AED - Bank Balance At Dubai AED 0.94 -

RMB - Cash in Hand China RMB 0.23 -

AED - Cash in Hand Dubai AED 0.01 -

Payables

USD $35.24 $13.91

EURO € 0.30 € 1.67

CAD $0.42 $0.61

AED AED (0.07) AED 0.02

- Loans

FCTL USD $70.83 $100.00

BUYERS CREDIT $63.55 -

EURO € 2.03 € 1.35

Purpose Hedging Hedging

(e) Exchange differences on account of fluctuations in foreign currency rates: (? In Lacs) (? In Lacs)

(i) Exchange difference gains/(loss) recognised in the Profit & Loss Account (449.78) (595.56)

(1) relating to export sales during the year as a part of “Other Income/

Expenses” 25.69 10.08

(2) on settlement of other transactions as a part of “Other Income/

(Other Expenses)” (245.40) (455.55)

(3) on settlement and open exposure of borrowing in foreign currency

transactions including cancellation of forward contracts as a part of

“Finance Cost” (230.08) (150.08)

(ii) Amount of premium/(discount) on open forward contracts 62.47 216.02

(1) recognised for the year in the Profit & Loss Account 35.04 138.30

(2) to be recognised in the subsequent accounting period 27.43 77.72

Note :- The Company has entered into a derivative contracts with Kotak Mahindra Bank Limited having aggregate value of USD 8,992,071

with outstanding NCD’s of ? 60 crores, which are due for redemption on 24 April 2017, as the underlying. As on 31 March 2016, the

mark-to-market (MTM) profit on the above transactions was ? 58.34 lacs, which has not been recognised in the Profit & Loss Account.

( in Lacs)

122

29: Information about Business Segments:

The Company has identified its Primary Reportable Business Segments comprising of i) Lighting ii) Consumer Durables iii) Engineering &

Projects and iv) Others. ‘Lighting’ includes Lamps, Tubes, Luminaries; ‘Consumer Durables’ includes Appliances & Fans; Engineering &

Projects’ includes Transmission Line Towers, Telecommunications Towers, Highmast, Poles and Special Projects and ‘Others’ includes Die-

casting and Wind Energy.

Primary Segment Information :

1) Segment Revenue:

Particulars 2015-16 2014-15

a) Lighting 105,758.91 90,267.38

b) Consumer Durables 200,259.55 202,367.83

c) Engineering & Projects 155,112.17 133,553.86

d) Others 64.06 62.34

Sub-total 461,194.69 426,251.41

Less: Inter Segment Revenue - -

Net Sales / Income from Operations 461,194.69 426,251.41

Notes forming part of the Financial Statements for the year ended 31 March 2016

29 : Contd.

2) Segment Results [Profit / (Loss)]:

Particulars 2015-16 2014-15

a) Lighting 6,854.98 3,127.81

b) Consumer Durables 8,752.32 13,420.62

c) Engineering & Projects 9,533.32 (8,694.09)

d) Others (17.70) (84.32)

Sub-total 25,122.92 7,770.02

Less: I) Finance Cost 10,140.19 10,443.47

II) Other un-allocable expenditure net of un-allocable income (375.72) (591.73)

Operating Profit / (Loss) before Tax 15,358.45 (2,081.72)

Provision for Tax – Charge / (Release) 5,930.00 1,450.00

Provision for Deferred Tax – Charge / (Release) (143.81) (2,204.78)

Taxes in respect of earlier years 12.16 68.09

Profit after Tax 9,560.10 (1,395.03)

3) Capital Employed (Segment Assets less Segment Liabilities):

Particulars 2015-16 2014-15

Assets Liabilities Net Assets Liabilities Net

a) Lighting 34,215.27 30,977.33 3,237.94 29,293.06 24,321.68 4,971.38

b) Consumer Durables 52,957.54 48,850.67 4,106.87 54,337.52 47,259.79 7,077.73

c) Engineering & Projects 155,348.58 91,806.72 63,541.86 158,236.33 89,195.01 69,041.32

d) Others 335.83 - 335.83 298.19 - 298.19

e) Other Unallocable 48,610.62 16,292.89 32,317.73 40,711.12 12,598.06 28,113.06

Total 291,467.84 187,927.61 103,540.23 282,876.22 173,374.54 109,501.68

4) Total cost incurred during the year to acquire segment assets that are expected to be used during more than one period :

Particulars 2015-16 2014-15

a) Lighting 43.95 110.23

b) Consumer Durables 451.86 270.45

c) Engineering & Projects 486.42 425.45

d) Other Unallocable 1,966.20 5,868.82

Total 2,948.43 6,674.95

5) Depreciation and Amortisation :

Particulars 2015-16 2014-15

a) Lighting 196.74 212.66

b) Consumer Durables 408.67 405.70

c) Engineering & Projects 907.69 1,300.82

d) Others 38.27 38.26

e) Other Unallocable 1,172.57 945.11

Total 2,723.94 2,902.55

The Company caters mainly to the needs of the Indian Markets and the export turnover being 0.62% (Previous Year 0.67%) of the total

turnover of the Company. There are no reportable geographical segments. All assets are located in India.

(` in Lacs)

123

Notes forming part of the Financial Statements for the year ended 31 March 2016

30 : Related Party Transactions (` in Lacs)

2015-16 2014-15

Name of Related Outstanding Outstanding

Party and Nature Nature of Transaction Transaction Amounts carried Transaction Amounts

of relationship Value in the Value carried in the

Balance Sheet Balance Sheet

(A) Holding company, Subsidiaries and fellow subsidiary:

Nil Not Applicable

(B) Associates, Joint Ventures and Investing parties:

Starlite Lighting Ltd. Purchases 11,850.36 (127.38) 6,204.02 38.05

Contribution to Equity - 445.31 (304.69) 445.31

Non-Convertible Redeemable

Preference Shares - 3,000.00 - 3,000.00

9% Redeemable Preference Shares - 1,500.00 - 1,500.00

Trade Advance given 2,500.00 3,050.00 3,417.00 2,820.00

Loan given - 280.00 - 440.00

Reimbursement of Expenses 1.27 - 1.80 -

Lease Rent received 103.28 - 103.28 -

Interest received 645.55 133.52 379.95

Jamnalal Sons Pvt. Ltd. Rent paid 27.34 (7.09) 26.97 (2.05)

Reimbursement of Expenses 5.00 - 2.60 (2.60)

Rent Deposit advanced - 100.00 - 100.00

Sale of Shares - Starlite Lighting Ltd. - - 304.69 -

Mr. Shekhar Bajaj Remuneration paid to Directors 597.01 (344.58) 158.58 9.90

Mr. Anant Bajaj Remuneration paid to Directors 335.52 (172.29) 110.02 (5.00)

Mr. Madhur Bajaj Directors' Sitting Fees 2.00 - 2.20 -

Commission 2.00 (1.80) 2.50 (2.25)

Mrs. Kiran Bajaj Rent paid 9.00 9.00 -

Rent Deposit advanced - 400.00 - 400.00

Sale of Shares - Hind Lamps Ltd. 315.90 -

Ms. Geetika Bajaj Sale of Shares - Hind Lamps Ltd. 186.30 -

(D) Key Managerial Personnel & their Relatives - included in "C" above

(E) Enterprises over which any one in (C) and (D) exercises significant influence:

Hind Lamps Ltd. Purchases 2,972.60 11.96 4,298.14 (36.25)

Contribution to Equity - 296.78 (484.22) 296.78

Trade Advance given 3,054.98 163.56 4,420.30 26.93

Loan given - 1,152.00 - 1,152.00

Sales 28.03 1.13 38.16 25.83

Fixed Assets purchase 24.19 - 0.13 -

Interest received 89.85 19.33 76.56 16.91

Non Convertible Redeemable

Preference Shares - 700.00 - 700.00

Services received 41.84 - 240.76 -

Reimbursement of Expenses 1.73 - 1.08 -

Hind Musafir Agency Ltd. Services received 22.75 (0.08) 17.44 -

Incentives & Other income 0.42 - 1.11 -

Reimbursement of Expenses 620.59 (31.69) 881.34 (0.38)

Bajaj International Pvt. Ltd. Trademark Purchase - - 0.51 -

Bajaj Auto Ltd. Sales 27.57 5.60 141.26 18.24

Advance for Capital Asset 52.63 0.51 96.38 5.16

Promotional Expenses - - 101.63 -

Mukand Ltd. Sales - 0.02 12.62 0.02

Hindustan Housing Services received 32.79 (3.12) 24.77 (7.44)

Co. Ltd. Security Deposit advanced (0.86) 4.31 (0.86) 5.17

Sales 0.74 1.46 7.06 6.65

124

Notes forming part of the Financial Statements for the year ended 31 March 2016

125

30: Contd. (` in Lacs)

2015-16 2014-15

Name of Related Outstanding Outstanding

Party and Nature Nature of Transaction Transaction Amounts carried Transaction Amounts

of relationship Value in the Value carried in the

Balance Sheet Balance Sheet

Bajaj Allianz General Insurance Premium paid 543.27 (0.61) 450.08 (0.42)

Insurance Co. Ltd. Advance for Insurance premium - 395.20 - 362.69

Claims Received 45.62 - 186.25 -

Other Expenses - - 0.03 -

Hercules Hoist Ltd. Reimbursement of Expenses - (0.03) - (0.03)

Bajaj Allianz Life Insurance premium paid 14.60 - 18.72 -

Insurance Co Ltd. Contribution to Gratuity Fund 1,005.00 3,014.27 - 1,656.08

Sales 745.77 102.55 - (0.45)

Bajaj Finance Ltd Sales 84.80 6.35 51.74 43.52

Related parties as defined under clause 3 of the Accounting Standard - 18 "Related Party Disclosures" have been identified based on

representations made by key managerial personnel and information available with the Company.

31 : Employee benefits

Liability for employee benefits has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in

the Accounting Standard 15 (Revised) the details of which are as hereunder:

i) Funded Scheme

Amount to be recognised in Balance Sheet As at As at

31 March 2016 31 March 2015

Gratuity Gratuity

Present Value of Funded Obligations 4,255.80 3,611.48

Fair Value of Plan Assets (3,708.20) (2,767.88)

Net Liability 547.60 843.60

Amounts in Balance Sheet

Liability 547.60 843.60

Assets - -

Net Liability 547.60 843.60

Expense to be recognised in the statement of Profit & Loss

Current Service Cost 435.97 370.08

Interest on Defined Benefit Obligation 282.50 274.40

Expected Return on Plan Assets (252.60) (263.14)

Net Actuarial Losses / (Gains) recognised in Year 345.60 345.77

Past Service Cost - -

Losses / (Gains) on "Curtailments & Settlements" - -

Losses / (Gains) on "Acquisition / Divestiture" - -

Effect of the limit in Para 59(b) - -

Total included in "Employee Benefit Expense" 811.47 727.11

Actual Return on Plan Assets 259.32 243.55

Reconciliation of Benefit Obligations & Plan Assets For the Period

Change in Defined Benefit Obligation

Opening Defined Benefit Obligation 3,611.48 3,065.88

Current Service Cost 435.97 370.08

Interest Cost 282.50 274.40

Actuarial Losses / (Gain) 352.32 326.18

Past Service Cost - -

Actuarial Losses / (Gain) due to Curtailment - -

Notes forming part of the Financial Statements for the year ended 31 March 2016

126

31 : Contd. (` in Lacs)

Amount to be recognised in Balance Sheet As at As at

31 March 2016 31 March 2015

Gratuity Gratuity

Liabilities Extinguished on Settlements - -

Liabilities Assumed on Acquisition / (Settled on Divestiture) - -

Exchange Difference on Foreign Plans - -

Benefits Paid (426.47) (425.06)

Closing Defined Benefit Obligation 4,255.80 3,611.48

Change in Fair Value of Assets

Opening Fair Value of Plan Assets 2,767.88 2,930.25

Expected Return on Plan Assets 252.60 263.13

Actuarial Gain / (Losses) 6.72 (19.58)

Assets Distributed on Settlements - -

Contributions by Employer 1,107.47 19.14

Assets Acquired on Acquisition / (Distributed on Divestiture) - -

Exchange Difference on Foreign Plans - -

Benefits Paid (426.47) (425.06)

Closing Fair Value of Plan Assets 3,708.20 2,767.88

Assets information As at 31 March 2016 As at 31 March 2015

Insurer Managed Funds 100.00% 100.00%

Experience Adjustments Year ended 31 March

2012 2013 2014 2015 2016

Defined Benefit Obligation 2,503.56 2,929.74 3,065.88 3,611.48 4,255.80

Plan Assets 2,274.03 2,684.93 2,930.25 2,767.88 3,708.20

Surplus / (Deficit) (229.53) (244.81) (135.63) (843.60) (547.60)

Exp. Adj. on Plan Liabilities 251.64 215.14 190.76 184.16 44.68

Exp. Adj. on Plan Assets 16.54 21.54 (2.43) (19.58) 6.72

Principal Actuarial Assumptions (Expressed as Weighted Averages) As at 31 March 2016 As at 31 March 2015

Discount Rate (p.a.) 7.80% 7.80%

Expected Rate of Return on Assets (p.a.) 9.10% 9.10%

Salary Escalation Rate 9.00% 7.00%

ii) Provident Fund :

In case of certain employees, the provident fund contribution is made to a trust administered by the Company. In terms of the Guidance

Note issued by the Institute of Actuaries of India, the actuary has provided a valuation of provident fund liability based on the

assumptions listed below and determined the liability as given below.

The assumptions used in determining the present value of obligation of the interest rate guarantee under deterministic approach are:

Remaining term of maturity - 6.0 years

Expected guaranteed interest rate - 8.80%

Discount rate for the remaining term to maturity of interest portfolio - 7.80%

Amount to be recognised in Balance Sheet As at 31 March 2016 As at 31 March 2015

Provident Fund Provident Fund

Present Value of Funded Obligations 9,485.70 8,107.10

Fair Value of Plan Assets (9,779.24) (8,358.32)

Net Liability / (Assets) (293.54) (251.22)

Interest rate guarantee liability 141.63 119.38

Net Liability / (Assets) (293.54) (251.22)

Notes forming part of the Financial Statements for the year ended 31 March 2016

127

31 : Contd. (` in Lacs)

Expense to be recognized in the statement of Profit & Loss

Current Service Cost 488.14 441.10

Interest on Defined Benefit Obligation 659.05 591.01

Expected Return on Plan Assets (712.48) (620.16)

Net Actuarial Losses / (Gains) recognised in Year (22.93) 36.12

Past Service Cost - -

Losses / (Gains) on "Curtailments & Settlements" - -

Losses / (Gains) on "Acquisition / Divestiture" - -

Effect of the limit in Para 59(b) - -

Total included in "Employee Benefit Expense" 411.77 448.07

Actual Return on Plan Assets 757.66 592.06

Reconciliation of Benefit Obligations & Plan Assets for the Period

Change in Defined Benefit Obligation

Opening Defined Benefit Obligation 8,107.10 7,407.42

Current Service Cost 488.14 441.10

Interest Cost 659.05 591.01

Actuarial Losses / (Gains) 22.25 8.01

Employee Contributions 1,074.53 957.86

Actuarial Losses / (Gains) due to Curtailment (744.53) (217.61)

Liabilities extinguished on settlements - -

Liabilities assumed on acquisition / (settled on divestiture) - -

Exchange difference on Foreign Plans - -

Benefits paid (120.84) (1,080.69)

Closing Defined Benefit Obligation 9,485.70 8,107.10

Change in Fair Value of Assets

Opening Fair Value of Plan Assets 8,358.33 7,296.05

Expected Return on Plan Assets 712.48 620.16

Actuarial Gains / (Losses) 45.18 (28.10)

Employer contributions during the period 500.98 441.26

Employee contributions during the period 1,107.42 958.56

Assets acquired on acquisition / (distributed on divestiture) 359.43 179.38

Exchange difference on Foreign Plans - -

Benefits paid (1,304.57) (1,108.98)

Closing Fair Value of Plan Assets 9,779.24 8,358.33

Assets information

Category of Assets (% Allocation)

Government of India Securities 9.44% 17.23%

State Government Securities 22.72% 16.48%

Corporate Bonds 39.17% 38.78%

Special Deposit Scheme 16.41% 19.11%

Others 12.26% 8.40%

Total 100.00% 100.00%

Notes forming part of the Financial Statements for the year ended 31 March 2016

31: Contd.

Experience Adjustments As at 31 March 2016 As at 31 March 2015

Defined Benefit Obligation 9,485.70 8,107.10

Plan Assets 9,779.24 8,358.32

Surplus / (Deficit) 293.54 251.22

Experience Adjustments on Plan Liabilities 22.25 8.01

Experience Adjustments on Plan Assets 45.18 (28.10)

PF Trust 1 - Chakan PF Trust 2 - Head Office

Principal Actuarial Assumptions (Expressed as Weighted Averages) 2015-16 2014-15 2015-16 2014-15

Discount Rate (p.a.) 7.65% 7.90% 7.65% 7.90%

Expected Rate of Return on Assets (p.a.) 8.80% 8.75% 8.80% 8.75%

Discount Rate for the remaining term to maturity of the Investment (p.a.) 7.80% 8.85% 7.80% 8.96%

Average historic yield on the Investment (p.a.) 8.90% 5.73% 8.90% 8.19%

Guaranteed Rate of Return (p.a.) 8.80% 8.75% 8.80% 8.75%

iii) Unfunded Schemes

Particulars As at As at

31 March 2016 31 March 2015

Leave Entitlement Leave Entitlement

Present Value of Unfunded Obligations 3,179.51 2,506.98

Expense recognised in the statement of Profit & Loss 1,011.84 363.83

Discount Rate (p.a.) 7.80% 7.80%

Salary Escalation Rate (p.a.) 9.00% 7.00%

Employee Stock Options Scheme :

During the year, the Company granted (a) 425,000 Options at ? 261.15, (b) 75,000 Options at ? 254.60 & (c)117,500 Options at

? 177.85 under Growth Plan to the eligible employees. The grant price is the closing equity share price of the Company on NSE on the

trading day previous to the date of grant.

The Compensation cost of Stock Options granted to employees is accounted by the Company using the intrinsic value

method.

Summary of Stock Option Growth 2007 No. Growth 2011 No. Growth 2015 No. Total No. of

of Stock Options of Stock Options of Stock Options Stock Options

Options outstanding as on 01.04.2015 485,189 2,046,100 - 2,531,289

Options granted during the year - 500,000 1,17,500 617,500

Options forfeited/lapsed during the year 151,739 377,000 2,500 531,239

Options exercised during the year 26,000 160,550 - 186,550

Options outstanding as on 31.03.2016 307,450 2,008,550 1,15,000 2,431,000

Options vested but not exercised as on 31.03.2016 307,450 949,800 - 1,257,250

Information in respect of options outstanding as at 31 March 2016

Option Date of Grant Exercise Price No. of Options Fair value as on

(`) 31.03.2016 (`)

28.01.2010 173.35 73,000 85.79

27.10.2010 313.95 234,450 137.16

29.08.2011 164.85 441,500 68.21

28.03.2012 182.20 14,750 73.75

25.10.2012 224.65 239,550 88.41

06.02.2013 183.15 42,500 68.65

Growth 12.11.2013 168.15 380,250 64.76

29.05.2014 369.80 120,000 49.55

31.07.2014 334.00 230,000 135.92

13.11.2014 276.75 55,000 110.11

06.08.2015 261.15 410,000 100.94

05.11.2015 254.60 75,000 96.51

10.02.2016 177.85 115,000 67.81

(` in Lacs)

128

The Fair Value has been calculated using the Black Scholes Options Pricing model and the significant assumptions made in

this regard are as follows :

Year Risk free Expected Life Expected Dividend Price of the underlying

Interest Rate (Years) Volatility Yield share in market at the time

of the Options grant (`)

27.10.2010 8.48% 4 47.45% 1.69% 165.79

29.08.2011 8.46% 4 47.64% 1.70% 164.80

28.03.2012 8.89% 4 44.28% 1.54% 182.15

25.10.2012 8.05% 4 41.74% 1.25% 224.65

06.02.2013 7.92% 4 40.22% 1.53% 183.15

12.11.2013 8.90% 4 37.93% 1.19% 168.15

29.05.2014 8.58% 4 37.92% 0.41% 369.80

31.07.2014 8.52% 4 38.85% 0.45% 334.00

13.11.2014 8.25% 4 38.48% 0.54% 276.75

06.08.2015 7.66% 4 38.83% 0.57% 261.15

05.11.2015 7.42% 4 38.44% 0.59% 254.60

10.02.2016 7.31% 4 38.84% 0.84% 177.85

The volatility is calculated considering the daily volatility of the stock prices on National Stock Exchange of India Ltd. (NSE) and BSE

Ltd. (BSE) over a period prior to the date of grant corresponding with the expected life of the options.

In respect of Options granted under the Employee Stock Options Plan, in accordance with guidelines issued by the SEBI, the

accounting value of the Options is accounted as deferred employee compensation, which is amortised on a straight line basis over a

period between the date of grant of Options and eligible dates for conversion into equity shares.

The above disclosures have been made consequent to the issue of Guidance Note on Accounting for Employee Share-based

Payments issued by the Institute of Chartered Accountants of India in the year 2005 and applicable for the period on or after

1 April 2005.

Stock Options exercised after the Balance Sheet date rank pari passu with the equity shares as on the Balance Sheet date and hence

are entitled to dividend, if exercised before the dividend is declared. Accordingly proposed dividend includes dividend on such equity

shares issued and allotted up to the date these financial statements are drawn up. Dividend on subsequently allotted equity shares is

accounted under “Appropriations” as ‘Dividend paid on exercise of Stock Options’.

32 : Premises & Vehicles Taken on Operating Lease:

(` in Lacs)

Particulars 2015-16 2014-15

Rent and Lease rent recognised in the Profit & Loss Account 4,079.06 3,818.92

The total future minimum lease rentals payable at the date of financial statements is as under:

Particulars 2015-16 2014-15

Rent Lease Rent Total Rent Lease Rent Total

For a period not later than one year 2,973.01 202.80 3,175.81 2,713.75 205.58 2,919.33

For a period later than one year but not

later than five years 6,755.09 529.97 7,285.06 7,652.35 536.08 8,188.43

Later than five years 2,065.87 7.19 2,073.06 1,594.30 - 1,594.30

33 : Additional information on assets given on operating lease :

The Company has given on lease certain plant & machinery for a lease period ranging between 1 to 5 years. The arrangement is in the

nature of cancelable lease and are generally renewable by mutual consent or mutual agreeable terms.

Description 2015-16 2014-15

Cost Accumulated Net Book Cost Accumulated Net Book

Depreciation Value Depreciation Value

Plant & Machinery 1,364.73 399.70 965.03 1,364.73 301.43 1,063.30

The aggregate depreciation charged on the above assets during the year ended 31 March 2016 amounted to ? 98.27 lacs.

Description 2015-16 2014-15

Lease rental income recognised in the Profit and Loss Account. 251.40 230.94

Notes forming part of the Financial Statements for the year ended 31 March 2016

31 : Contd.

129

Notes forming part of the Financial Statements for the year ended 31 March 2016

130

34 : Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, the gross amount to be spent by the Company during FY 15-16 is 97.7 Lacs (Previous

year ` 207.69 Lacs).The Company has spent ` 135.95 Lacs (Previous year ` 16.28 Lacs) on various CSR initiatives

Sector in which the project is covered For the year ended

31 March 2016 31 March 2015

Promoting education, including special education and employment enhancing

vocational skills especially among children, women, elderly, and the differently 46.88 9.12

abled and livelihood enhancement projects

Ensuring environmental sustainability, ecological balance, protection of flora and

fauna, animal welfare, agro forestry, conservation of natural resources and 42.06 2.66

maintaining quality of soil, air and water

Protection of national heritage, art and culture including restoration of buildings

and sites of historical importance and works of art; setting up public libraries; 28.00 -

promotion and development of traditional arts and handicrafts

Enabling access to, or improving the delivery of, public health systems be

considered under the head "preventive healthcare" or "measures for reducing 19.01 4.50

inequalities faced by socially & economically backward groups".

Total 135.95 16.28

Particulars Balance as at Additional Amount used Balance as

beginning of provision during the at end of

the year made during year the year

the year

For the year ended 31 March 2016 - - - -

For the year ended 31 March 2015 - - - -

35 : Consolidated Financial Statement

The consolidated financial statements of the Company alongwith its Associate is attached to the standalone financial statement. The

details of the Group regarding the nature of relationship and the basis of consolidation can be referred to in Note 1 to the said

consolidated financial statements.

36 : Previous year figures

The previous year figures have been regrouped / reclassified, wherever necessary to conform to the current year presentation.

As per our report attached of even date

For Dalal & Shah LLP For and on behalf of the Board

Firm Registration No. 102021W/W100110

Chartered Accountants Shekhar Bajaj

Chairman & Managing Director

Anant Bajaj

Jt. Managing Director

Anish Amin Mangesh Patil Anant Purandare V.B.Haribhakti

Partner VP - Legal & Company Secretary EVP & Chief Financial Officer Chairman - Audit Committee

Membership No.40451

Mumbai, 30 May 2016

For the year ended

(` in Lacs)

INDEPENDENT AUDITORS' REPORT

To the Members of Bajaj Electricals Limited

Report on the Consolidated Financial Statements

1. We have audited the accompanying consolidated financial statements of Bajaj Electricals Limited (hereinafter referred to as the

"Holding Company") and its associate company; (refer Note [1] to the attached consolidated financial statements), comprising of the

consolidated Balance Sheet as at March 31, 2016, the consolidated Statement of Profit and Loss for the year then ended, and a

summary of significant accounting policies and other explanatory information prepared based on the relevant records (hereinafter

referred to as “the Consolidated Financial Statements”).

Management's Responsibility for the Consolidated Financial Statements

2. The Holding Company's Board of Directors is responsible for the preparation of these Consolidated Financial Statements in terms of

the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated

financial position, consolidated financial performance of the Holding Company and its associate company in accordance with

accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with

Rule 7 of the Companies (Accounts) Rules, 2014. The Holding Company's Board of Directors is also responsible for ensuring accuracy

of records including financial information considered necessary for the preparation of Consolidated Financial Statements. The

respective Board of Directors of the Holding Company and its associate company are responsible for maintenance of adequate

accounting records in accordance with the provisions of the Act for safeguarding the assets of the Holding Company and its associate

company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting

policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of

adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial

Statements by the Directors of the Holding Company, as aforesaid.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. While conducting the audit,

we have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and matters

which are required to be included in the audit report.

4. We conducted our audit in accordance with the standards on auditing specified under Section 143(10) of the Act and other applicable

authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those standards and pronouncements require

that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the

Consolidated Financial Statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial

Statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material

misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor

considers internal financial control relevant to the Holding Company's preparation of the Consolidated Financial Statements that give a

true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the

appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's

Board of Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.

6. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor in terms of their report referred to

in sub-paragraph 8 of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the

Consolidated Financial Statements.

Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated Financial

Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India of the consolidated state of affairs of the Holding Company and its associate company

as at March 31, 2016 and their consolidated profit for the year ended on that date.

Other Matter

8. The Consolidated Financial Statements include the Holding Company and its associate company's share of net loss of ? 14.94 Lacs for

the year ended March 31, 2016 as considered in the Consolidated Financial Statements, in respect of one associate company whose

financial statements have not been audited by us. These financial statements have been audited by other auditor whose report has

been furnished to us by the Management, and our opinion on the Consolidated Financial Statements insofar as it relates to the amounts

and disclosures included in respect of this associate company and our report in terms of sub-section (3) of Section 143 of the Act insofar

as it relates to the aforesaid associate, is based solely on the report of the other auditor. Our opinion on the Consolidated Financial

Statements and our report on other legal and regulatory requirements below, is not modified in respect of the above matters with

respect to our reliance on the work done and the report of the other auditor and the financial statements certified by the Management.

131

Report on Other Legal and Regulatory Requirements

9. As required by Section 143(3) we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purposes of our audit of the aforesaid Consolidated Financial Statements.

(b) In our opinion, proper books of account as required by law maintained by the Holding Company, and associate company

incorporated in India including relevant records relating to preparation of the aforesaid Consolidated Financial Statements have

been kept so far as it appears from our examination of those books and records of the Holding Company and the report of the

other auditor.

(c) The consolidated Balance Sheet, the consolidated Statement of Profit and Loss dealt with by this Report are in agreement with

the relevant books of account maintained by the Holding Company and its associate company incorporated in India including

relevant records relating to the preparation of the Consolidated Financial Statements.

(d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Accounting Standards specified under Section

133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2016 and taken

on record by the Board of Directors of the Holding Company and the report of the statutory auditor of the associate company

incorporated in India, none of the directors of the Holding Company and its associate company incorporated in India is

disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and its associate

company incorporated in India and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

(g) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and

Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Consolidated Financial Statements disclose the impact, if any, of pending litigations as at March 31,2016 on the

consolidated financial position of the Holding Company and its associate company – Refer Note 25 to the Consolidated

Financial Statements.

ii. Provision has been made in the Consolidated Financial Statements, as required under the applicable law or accounting

standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts, as at March 31, 2016

in statements in respect of such items as it relates to the Holding Company. The associate company did not have any long

term contracts including derivative contracts for which there were material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund

by the Holding Company and there were no amounts which were required to be transferred to the Investor Education and

Protection Fund by its associate company incorporated in India, during the year ended March 31, 2016.

For Dalal & Shah LLP

FRN: 102021W/W100110

Chartered Accountants

Anish P Amin

Partner

Mumbai, May 30,2016 Membership Number: 40451

132

Annexure A to Independent Auditors’ Report

Referred to in paragraph 9(f) of the Independent Auditors’ Report of even date to the members of Bajaj Electricals Limited on the

Consolidated Financial Statements for the year ended March 31,2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. In conjunction with our audit of the Consolidated Financial Statements of the Company as of and for the year ended March 31, 2016, we

have audited the internal financial controls over financial reporting of Bajaj Electricals Limited (hereinafter referred to as “the Holding

Company”) and its associate company, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

2. The respective Board of Directors of the Holding company and its associate company, which are companies incorporated in India, are

responsible for establishing and maintaining internal financial controls based on “internal control over financial reporting criteria

established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities

include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring

the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its

assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We

conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the

“Guidance Note”) issued by the ICAI and the Standards on Auditing deemed to be prescribed under section 143(10) of the Companies

Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and

both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over

financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining

an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing

and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend

on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to

fraud or error.

5. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor in terms of their report

referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s

internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted

accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being

made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance

regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a

material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper

management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any

evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial

control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

Opinion

8. In our opinion, the Holding Company and its associate company , which are companies incorporated in India, have, in all material

respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial

reporting were operating effectively as at March 31,2016, based on the internal control over financial reporting criteria established by

the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

9. Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls

over financial reporting insofar as it relates to one associate company, which is a company incorporated in India, is based on the

corresponding report of the auditor of such company incorporated in India. Our opinion is not qualified in respect of this matter.

For Dalal & Shah LLP

FRN: 102021W/W100110

Chartered Accountants

Anish P Amin

Partner

Mumbai, May 30,2016 Membership Number: 40451

133

Consolidated Balance Sheet as at 31 March 2016 (` in Lacs)

As at

Note No. 31 March 2016

EQUITY AND LIABILITIES

Shareholders’ Funds

(a) Share Capital 2 2,018.98

(b) Reserves and Surplus 3 73,074.30

75,093.28

Non-Current Liabilities

(a) Long Term Borrowings 4 9,597.51

(b) Other Long Term Liabilities 6 1,415.53

15,484.38

Current Liabilities

(a) Short Term Borrowings 8 10,093.68

(b) Trade Payables 9

Total outstanding dues of micro enterprises and small enterprises 1,688.77

Total outstanding dues of creditors other than micro enterprises and small enterprises 112,835.59

(d) Short Term Provisions 7 6,978.22

197,266.54

TOTAL 287,844.20

ASSETS

Non-Current Assets

(a) Fixed Assets

(i) Tangible Assets 11 27,892.96

(ii) Intangible Assets 11 0.46

(iii) Capital Work-in-Progress 2,066.76

(b) Goodwill on Investment in Associate 402.11

(d) Deferred Tax Assets (Net) 5 5,032.22

(e) Long Term Loans and Advances 13 14,652.65

(f) Other Non-Current Assets 14 30,713.41

85,924.12

Current Assets

(a) Current Investments 12 333.33

(b) Inventories 15 50,654.66

(d) Cash and Bank Balances 16 5,549.62

(e) Short Term Loans and Advances 13 5,256.00

(f) Other Current Assets 14 3,919.93

201,920.08

TOTAL 287,844.20

Summary of significant accounting policies followed by the Company 1

The accompanying notes are an integral part of the Financial Statements

As per our report attached of even date

For Dalal & Shah LLP For and on behalf of the Board

Firm Registration No. 102021W/W100110

Chartered Accountants Shekhar Bajaj

Chairman & Managing Director

Anant Bajaj

Jt. Managing Director

Anish Amin Mangesh Patil Anant Purandare V.B.Haribhakti

Partner VP - Legal & Company Secretary EVP & Chief Financial Officer Chairman - Audit Committee

Membership No.40451

Mumbai, 30 May 2016

134

Consolidated Statement of Profit and Loss for the year ended 31 March 2016

(` in Lacs)

Year ended

Revenue from Operations Note No. 31 March 2016

Sales 18 462,814.06

Less : Excise Duty 3,640.55

Net Sales 459,173.51

Other Operating Revenue 2,021.18

Revenue from Operations (Net) 461,194.69

Other Income 19 2,285.22

Total Revenue 463,479.91

Expenses:

Cost of Raw Materials and Components Consumed 20 17,858.85

Purchases of Traded Goods 20 293,494.82

(Increase)/Decrease in Inventories of Finished Goods,

Work-in-Progress and Traded Goods 20 (3,181.66)

Erection & Subcontracting Expenses 20 29,456.87

Employee Benefits Expense 21 28,368.99

Finance Costs 22 10,140.19

Depreciation and Amortisation Expense 2,744.95

Less : Transferred from Revaluation Reserve (21.01) 2,723.94

Other Expenses 23 69,259.46

Total Expenses 448,121.46

Profit / (Loss) before Exceptional Items and Tax 15,358.45

Exceptional items -

Profit / (Loss) Before Tax 15,358.45

Tax expense :

Current Tax 5,930.00

Deferred Tax (143.81)

Taxes of Earlier Years 12.16

Total Tax Expense 5,798.35

Profit After Tax 9,560.10

Share in profit / (loss) from Associate after tax (14.94)

Profit / (Loss) for the year 9,545.16

Earnings per Equity Share (Face Value per share ? 2) 24

Basic 9.46

Diluted 9.45

Summary of significant accounting policies followed by the Company 1

The accompanying notes are an integral part of the Financial Statements

As per our report attached of even date

For Dalal & Shah LLP For and on behalf of the Board

Firm Registration No. 102021W/W100110

Chartered Accountants Shekhar Bajaj

Chairman & Managing Director

Anant Bajaj

Jt. Managing Director

Anish Amin Mangesh Patil Anant Purandare V.B.Haribhakti

Partner VP - Legal & Company Secretary EVP & Chief Financial Officer Chairman - Audit Committee

Membership No.40451

Mumbai, 30 May 2016

135

Notes to consolidated financial statements for the year ended 31 March 2016

1 : Summary of significant accounting policies followed by the Company

The consolidated financial statements include results of the associate of Bajaj Electricals Limited (BEL), consolidated in accordance

with Accounting Standard 23 ‘Accounting for Investment in Associates in Consolidated Financial Statements’. This being the first year

Consolidated Financial Statements are drawn up, the previous year comparative numbers have not been presented and accordingly

no consolidated cash flow statement has been prepared.

Name of the Company Country of % shareholding of

incorporation Bajaj Electricals Limited

Starlite Lighting Limited India 19% Associate

For the purpose of Section 2(6) of the Companies Act, 2013, “associate company”, in relation to another company, means a company in

which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and

includes a joint venture company. Explanation — For the purposes of this clause, “significant influence” means control of at least twenty

per cent of total share capital and/or the ability to significantly influence the operational and financial policies of the company but not

control them. The holding of Bajaj Electricals Limited in Starlite Lighting Limited (Starlite) is less than 20%. The Starlite Lighting Limited

is consolidated as an Associate by virtue of the formers ability to influence the operational and financial policies whereby the share of

the parent in the associate's net worth and profit has been picked up and accounted for under an independent line item in the "General

Reserve", "Investment" and "Statement of Profit and Loss". The excess of cost of Investment in the associate and the share of net worth

of the associate on the day of investing is reflected as a "Goodwill".

In all other aspects these financial statements have been prepared in accordance with the other generally accepted accounting

principles in India under the historical cost convention on accrual basis, except for certain tangible assets which are being carried at

revalued amounts. Pursuant to Section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014, till the

standards of accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the

National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to

apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards

notified under Section 211(3C) of the Companies Act, 1956 [Companies (Accounting Standards) Rules, 2006, as amended] and other

relevant provisions of the Companies Act, 2013.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria

set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets

for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the

purpose of current or non-current classification of assets and liabilities.

Notes to these consolidated financial statements are intended to serve as a means of informative disclosure and a guide to better

understanding of the consolidated position of the companies. Recognising this purpose, the Ministry of Corporate Affairs vide its

General Circular No. 39/2014 dated 14 October 2014 has clarified that only those note which are relevant to understanding the

Consolidated Financial Statements should be disclosed and not merely repeating the Notes disclosed in the standalone financial

statements to which these consolidated financial statements are attached to.

Accordingly:

1] The Company has disclosed only such notes from the individual financial statements, which fairly present the needed

disclosures.

2] The accounting policies of the parent also broadly represent the accounting policies of the consolidated entity and hence are best

viewed in its independent financial statements, Note 2. However the accounting of derivative instruments on the basis of the

principles of hedge accounting specified in AS-30 followed by the Associate is in contrast to accounting for the same by Parent

(BEL) as a fair value to Profit and Loss account, which has been adjusted to be consistent with the accounting policies followed by

the Company (BEL). Other accounting policies followed by the associate consolidated herein have been reviewed and no further

adjustments are considered necessary.

3] Note Nos. 2, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14, 16, 17, 18, 19, 20, 21, 22, 23, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35 represent the numbers

and required disclosures of the Parent and accordingly are best viewed in BEL's independent financial statements.

Consolidated as

136

137

3 : Reserves & Surplus

As at 31 March 2016

Securities Premium Account

As per last Balance Sheet 21,001.93

Add : On issue of shares* 312.58

21,314.51

Capital Reserve

Capital Subsidy 10.00

10.00

Capital Redemption Reserve 135.71

Debenture Redemption Reserve

As per last Balance Sheet 2,500.00

Add: Transferred from General Reserve -

2,500.00

Revaluation Reserve

As per last Balance Sheet 808.60

Less : Adjustment on account of Sale of Assets 1.33

Less : Adjustment against depreciation in statement of Profit & Loss 21.01

786.26

General Reserve

As per last Balance Sheet 42,077.06

Less: Transitional adjustments to carrying value of tangible assets whose revised useful

life has expired, net of deferred tax aggregative ? 150.35 Lacs (See note 5 & 11) -

Less : Transitional Provision Adjustment - On the first occasion for consolidation of Associate 41.34

Add : Transferred from statement of Profit & Loss 3,000.00

Less : Transferred to statement of Profit & Loss -

45,035.72

Surplus in the statement of Profit & Loss

As per last Balance Sheet 149.86

Add: Profit / (Loss) for the year 9,545.16

Less: Transferred to General Reserve 3,000.00

Less: Interim Dividend paid 2,826.57

Less: Dividend Distribution Tax paid on interim dividend 575.42

Less: Dividend alongwith Dividend Distribution Tax paid on exercise of Stock Options 0.93

3,292.10

73,074.30

*On 186,550 Equity shares (Previous Year 793,248) of ? 2 each issued at premium under Employees Stock Option Scheme.

Pursuant to the Companies (Share Capital and Debentures) Rules 2004, issued by the Ministry of Corporate affairs on 27 March 2014,

Debenture Redemption Reserve has been created on Secured Redeemable Non-Convertible Debentures of ? 100 crore issued on

26 March 2014.

(? In Lacs)

Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2016

138

12 : Investments (? In Lacs)

As at 31 March 2016

Non-Current

Trade Investments

Equity Shares (Unquoted)

Name of the Body Corporate Nature, No. and Face value

Hind Lamps Limited 1,140,000 (1,140,000) Equity Shares of ? 25 each 296.78

Starlite Lighting Ltd, An Associate 2,375,000 (2,375,000) Equity Shares of ? 10 each

Share in profits of Associate

Opening ( Transitional Provisions - On the first

occasion for consolidation of Associate, the

carrying amount of investment in the associate

had the equity method of accounting been

followed as per this Standard since the acquisition

of the associate ) 0.01

Less: Share in profits / (Loss) of Associate for FY. 2015-16 (0.01) -

296.78

Others :

M. P. Lamps Limited ** 48,000 (48,000) Equity Shares of ? 10 each;

(Partly paid shares - ? 2.50 per share Paid Up,

Called up ? 5 per share) 1.20

M. P. Lamps Limited ** 95,997 (95,997) Equity Shares of ? 10 each;

(Partly paid shares - ? 1.25 per share Paid Up,

Called up ? 5 per share) 1.20

Less :

Provision for the Diminution in the value of Investments (2.40)

Mayank Electro Ltd. 100 (100) Equity Shares of ? 100 each 0.10

0.10

Preference Shares (Unquoted)

Hind Lamps Ltd 2,800,000 (2,800,000) Non-participating Redeemable

Preference Shares of ? 25 each, redeemable at the

end of term of 10 years, at a premium of ? 20 per share 700.00

Starlite Lighting Ltd, An Associate 30,000,000 (30,000,000) Non-Convertible Cumulative

Redeemable Preference Shares of ? 10 each, redeemable

in 3 equal tranches at the end of 6th, 7th & 8th year from the

date of allotment i.e. 8 January 2014. 3,000.00

Starlite Lighting Ltd, An Associate# 1,000,000 (1,000,000) 9 % Non-Convertible Cumulative

Redeemable Preference Shares of ? 10 each, redeemable

in 3 equal tranches at the end of 8th, 9th & 10th year from the

date of allotment i.e. 5 June 2008. 666.67

Starlite Lighting Ltd, An Associate 5,000,000 (5,000,000) 9 % Non-Convertible Cumulative

Redeemable Preference Shares of ? 10 each, redeemable

in 3 equal tranches at the end of 13th, 14th & 15th year from

the date of allotment i.e. 15 October 2009. 500.00

5,163.55

Current

Current portion of Long term Investments

Trade Investments

Preference Shares (Unquoted)

Starlite Lighting Ltd, An Associate # 1/3 portion of 1,000,000 9 % Non-Convertible Cumulative

Redeemable Preference Shares of ? 10 each to be redeemed

on 5 June 2016. 333.33

333.33

Aggregate cost of quoted investments NIL

Aggregate cost of unquoted investments 5,499.28

Aggregate market value of quoted investments N.A.

Aggregate provision for diminution in value of investments 2.40

Figures and words in brackets, in this schedule, indicate previous year's No. and Class of Shares / Units

* See footnote to Note 13

** In respect of Investments made in M. P. Lamps Ltd., calls of ? 2.50 per share on 48,000 equity shares and ? 3.75 per share on 95,997 equity

shares aggregating to ? 4.80 Lacs have not been paid by the Company. On principles of prudence the entire investment in M.P. Lamps Ltd. is

considered as diminished and accordingly carried at ? NIL.

Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2016

139

15 : Inventories (? In Lacs)

As at 31 March 2016

(As valued and certified by the Management)

Raw materials & Components 3,284.34

Work-in-progress 505.78

Finished Goods Manufactured 2,250.42

Finished Goods Traded 42,247.07

Finished Goods in Transit 1,761.92

Profit in Inter-Company Unsold Stock (Upstream) (13.08)

Stores and Spares 573.08

Others 45.13

50,654.66

Details of Raw Material

Ferrous Metals 2,350.93

Non-Ferrous Metals 264.41

Other Raw Material 669.00

3,284.34

Details of Work-in-Progress

Lighting 2.03

Highmast, Transmission Tower & Poles 205.34

Fans 298.41

505.78

Details of Finished goods

Lighting (Manufactured) 214.55

Lighting (Traded) 8,485.02

Consumer Durables (Manufactured) 829.97

Consumer Durables (Traded) 26,123.50

Engineering & Project (Manufactured) 2,051.03

Engineering & Project (Traded) 8,542.27

46,246.34

Store Spares and other

Others 618.21

618.21

24. Determination of Profits & Capital for computation of EPS:

Particulars 2015-16

Profit / (Loss) for the year after Tax 9,545.16

No. of Equity Shares of ? 2 each

Basic 100,870,141

Add: Effect of Dilutive issue of Employees Stock Options (Refer Note No. 31) 153,431

Diluted 101,023,572

Earnings Per Share in ? :-

(a) Basic 9.46

(b) Diluted 9.45

Notes forming part of the Consolidated Financial Statements for the year ended 31 March 2016

140

25. Contingent Liabilities (? In Lacs)

2015-16

(i) Contingent Liabilities not provided for :

Claims against the Company not acknowledged as debts 753.52

Guarantees / Letter of Comfort given on behalf of Companies ? 28,064 Lacs

(Previous Year ? 26,060.53 Lacs) 17,942.24

Liability towards Banks in respect of Bill Discounting / Channel Finance Facility @ 7,215.65

Excise and Customs demand - matters under dispute and claims for refund of

Excise Duty, if any, against Excise Duty Refund received in the earlier year 8.05

Service Tax matters under dispute and Claims 158.80

Income Tax matters - Appeal by Company 286.13

Sales Tax matters under dispute 2,582.44

Penalty/damages/interest, if any, due to non-fulfilment of any of the terms of works contracts Liability unascertained

(ii) Uncalled liability in respect of partly paid Shares held as investments 7.20

@ The Company has arranged channel finance facility for its dealers and distributors from Axis Bank Limited. The outstanding in respect of

this facility as at Balance Sheet date is ? 6,463.53 Lacs (previous year ? 5,565.40 Lacs). Accordingly, Trade Receivables at the end of the year

stands reduced by the said amount. However, the Company has provided a recourse of 33% of the outstanding amount, which works out to

? 2,132.96 Lacs (Previous year ? 1,836.58 lacs).

The Company has been sanctioned Sales Bills / Receivables Factoring facility by few banks for discounting the bills raised on its customers.

The said facilities are with Full Recourse to the Company. The outstanding in respect of this facility as at Balance Sheet date is ? 5,082.40

Lacs (previous year ? 4,604.23 Lacs). Trade Receivables at the end of the year stands reduced by the said amount.

As per our report attached of even date

For Dalal & Shah LLP For and on behalf of the Board

Firm Registration No. 102021W/W100110

Chartered Accountants Shekhar Bajaj

Chairman & Managing Director

Anant Bajaj

Jt. Managing Director

Anish Amin Mangesh Patil Anant Purandare V.B.Haribhakti

Partner VP - Legal & Company Secretary EVP & Chief Financial Officer Chairman - Audit Committee

Membership No.40451

Mumbai, 30 May 2016

Financial Position at a Glance

(Amount: ` in lacs)

As at 31 March 2016 31 March 2015 31 March 2014 31 March 2013 31 March 2012 31 March 2011 31 March 2010 31 March 2009 31 March 2008 31 March 2007

We Owned :

Fixed Assets after deducting depreciation 29,960.18 28,084.00 25,176.32 23,228.73 18,698.40 15,327.92 10,170.88 9,707.70 9,191.99 9,142.76

Investments, Advances and Deposits 55,100.02 63,415.09 63,087.97 49,462.92 42,069.48 34,646.29 20,896.98 14,399.40 11,130.29 7,896.38

Materials and Products for use or sale 50,667.74 47,464.79 44,670.33 42,123.91 35,524.05 29,463.77 20,943.25 17,770.48 16,217.50 11,988.80

Amount due from Customers 1,36,206.54 1,28,955.54 1,23,505.13 93,792.84 92,201.62 91,119.62 75,068.92 55,915.82 42,534.71 35,793.15

Deferred Tax Asset (Net) 5,032.22 4,888.41 2,533.28 792.87 194.41 201.11 50.29 - - -

Cash and Bank Balances 5,549.62 3,766.09 5,430.73 5,008.67 5,364.39 4,855.05 6,123.76 5,381.35 3,195.55 2,936.62

Advance Payment of Tax (Net) 5,384.16 5,662.45 4,098.42 1,320.63 1,153.47 958.89 525.20 68.44 - 177.53

Total : 2,87,900.48 2,82,236.37 2,68,502.18 2,15,730.57 1,95,205.82 1,76,572.65 1,33,779.28 1,03,243.19 82,270.04 67,935.24

We Owed :

To Banks 19,691.19 38,593.23 34,434.36 15,998.54 20,379.30 7,626.28 6,838.51 9,081.73 11,116.12 11,920.06

To Others for Deposits & Loans 1,415.53 1,113.33 33.19 6.05 3.63 7,684.03 8,344.81 12,303.46 12,553.80 11,797.00

For Materials, Expenses, etc. 1,91,644.20 1,72,012.23 1,61,321.44 1,24,527.92 1,01,594.61 96,934.69 66,427.99 55,019.58 39,326.91 31,812.16

For Deferred Tax Liability (Net) - - - - - - - 314.72 412.54 726.45

For Dividends - 1,819.17 1,754.38 2,334.17 3,242.54 3,216.64 2,730.72 2,022.35 1,382.86 -

Total : 2,12,750.92 2,13,537.96 1,97,543.37 1,42,866.68 1,25,220.08 1,15,461.64 84,342.03 78,741.84 64,792.23 56,255.67

Net Worth :

Share Capital 2,018.98 2,015.25 1,999.38 1,995.11 1,992.81 1,976.90 1,950.89 1,728.58 1,728.58 864.29

Stock Options Outstanding - - 50.07 - - 2.10 16.20 284.43 131.51 -

Reserves (Net of Deferred Revenue Expenditure) 73,130.58 66,683.16 68,909.36 70,868.78 67,992.93 59,132.01 47,470.16 22,488.34 15,617.72 10,815.28

75,149.56 68,698.41 70,958.81 72,863.89 69,985.74 61,111.01 49,437.25 24,501.35 17,477.81 11,679.57

* Based on Revised Schedule III (Standalone figures)

141

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143

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RC SS, OTG 52 RC SS, OTG 60RC SS, OTG 16 SS, OTG 16 PC

Microwave Ovens – MWO 25 CG with 200 ACM, MWO 20CG with 200 ACM, MWO 20MS,

MWO 20MBG, MWO 23MCG, MWO 25MCG, MWO 30MCGR

Kettles – Travel Kettle - Voyager 200, Travel Jug (PP) - Voyager 100,Travel

Kettle (SS) - Voyager 300, Electric Kettle Rapido 1.8L, Noodle/Pasta &

Beverage maker - InstaCook, Electric Kettle Optimo 1.0L, Electric Kettle

Impresso 1.0L, Tea Maker

Hand Blenders – HBCP, HBCS with new locking system, HBCD SS, Pronto Dlx, Pronto,

Hand Mixers – Hand Mixer HM02

Food Processors – Essentials 600, Essentials 100, Icon Dlx,

Mixer Grinders – Icon Deluxe (750W), Icon Classique (750W), Icon Supreme (750W) 4

Jar MG, Marvel Supreme (750W), Ace Plus MG (750W), Icon Essential

(600W), Ritz Essentials (600W), Champ Essentials (500W), Cutie

(500W), Elite Essentials (500w), Superb (500W), Aero Mixer Grinder

500 Watts (New), Ace 750 Watts MG, Icon Classique Mixer Grinder 750

Watts Pearl White

Juicer Mixer Grinders – Divo Essentials 3- Jar, Cleo 3 Jar, Cutie JMG, Effectivo Juicer Mixer

Grinder 450 Watts White

Electric Cookers – D55W 1.5ltr., Health Rice & Pasta, Rice Plus, Electric Cooker -

Essentials 100, Electric Cooker - Rice+, Aroma Food Steamer

Centrifugal Juicers – Juice Extractor - Maximo, Max, Juice Xpress, Centrifugal Juicer -

Juice Plus

Room Heaters – Oil Filled Radiator - OFR900, OFR1100, OFR 09, OFR 09F, OFR 11F,

OFR 13F, Daisy fan Heater, Maisy Fan Heater, Tipsy Fan Heater

1000/2000 Watts White

Induction Cookers – Icon Essentials, Chef Xpress 900, Chef Xpress 800, Chef Xpress 400i,

Icon Essentials IC -1600 W.

Water Heaters – Storage WH Salvo 10,15, 25, Ltr storage, WH Primo 15/25 Ltr storage,

Instant 1ltr Cutie, WH Lavo EM 6/10/15/25 Storage, WH LavoDigi 15/25

Storage, Lavo Water Heater 15 VM / 25 VM, Lavo Water Heater 15 HL /

HR, 25HL / 25 HR.

MORPHY RICHARDS

Range of Products

144

TPW Fans – Vento PF

Hair Dryer – HD-031

?LAMPS

General Lighting Service Lamps – 25W to 100W Standard Clear Lamps 60/100W Softlite & Frosted

Lamps, 200W Clear

Special Incandescent Lamps – 15W Clear, Night, Decoration Lamps

TUBES (Fluorescent Lamps) – T8 in 18W and 36W (both Halo phosphate and Triphosphate -Trulux -

both CDL & WDL)

– T5 Tubes in 8W, 14W, 21W, 24W, 28W & 54W

CFL (Compact Fluorescent Lamps)

Non-retrofit Range – 9W & 11W (S Type), 10W, 13W & 18W (D Type) - Both in 2 pin & 4 pin,

18W, 36W BLL & G24D

Retrofit Range (Tubular) – 5W, 8W, 9W, 11W, 15W, 18W, 20W, 23W, 25W, 30W, 36W, 45W, 65W,

85W (Some types also available in WDL version), Some wattage

available in T3 range too

Retrofit Range (6U Tubular) – Ecomax 30W, 45W & 65W

Retrofit Range (Spiral) – 8W, 11W, 12W, 15W, 20W, 23W, 25W, 27W,32W, 35W, 45W, 55W

Umbrella, 65W & 85W (Some types also available in WDL version).

Some wattages available in T3 & T2 range too

LED Torches – Smart glow range of Torches in 12, 9, 6 and 4 LED variants; Smart glow

0.5W Sleek, Smart glow 0.5W NM-RC, LEDGLOW range of Lanterns in

Re-chargeable and Battery driven models, Asha rechargeable Solar

Lantern with Li-ion battery, Dosti Torch, Chamak Torch regular, Chamak

radium body torch, Softlite Table Lamp

CL (Consumer Luminaires) – Range of luminaires suitable for compact fluorescent lamps and Linear

fluorescent lamps (both in electromagnetic and electronic ballasts) T5

Fittings, T8/T12 fittings, Decorative, Strip type, box type; Ballasts &

Starters

LED – LED Bulbs-3W, 5 W, 7 W, 9W, 12W &15 W, LEDZ range and Corona

Range. LED high Wattages 20W, 30W, 40W, LED Flood Lights 10W,

20W, 30W, LED battens 18W, 9W, 6W, 20W, 10W; LED Spot Lights in 5

different colour 2W, LED Tube Light 18W, LED recess mount & surface

mount panels, LED Battens

Halogen & HID Lamps – Linear Halogen lamps 500W & 1000W; MH lamps 150W, 250W &

400W MH Tubular and 150W MH Double Ended Lamps

Electrical Accessories – Spike & Surge Guard (4+1) basic model with 1.5Mtr wire

?LUMINAIRES

Lighting solutions for Industry – DURANTO: A combination of Durability, reliability, aesthetic &

technological solution for High bay lighting from Bajaj with a

Commitment to Ecological society. “FV” – Fins ventilation technology,

Constant voltage constant current driver & efficacy makes this product

direct replacement for Conventional Highbay.

– VERDANT: Energy efficient, reliable and environment friendly LED

based lighting solution for a direct replacement of 70 W HPSV

conventional well glass luminaires. Cutting edge solution having the

potential of saving energy greater than 60% without compromising on

Range of Products

145

lighting level. This product provided a solutions which was unique,

sustainable, and fully-integrated. Unique features of polycarbonate

diffuser which made it vandal resistant which made it more relevant for

industrial environment. Unique design, Loop in & loop out arrangement,

high Efficacy, multiple mounting arrangements make it a best choice for

well glass applications.

Products to address opportunities in PERK: An innovative yet simple design bringing soft lighting experience

Modern Retail and Warehousing. to an industry. (design registration is pending) PERK is new upgraded

highbay. A unique energy saving multifunctional pendant luminaire, with

elegant design & aesthetics, An easy replacement for all T5 based

highbays, PERK savesupto 50% energy without compromising on the

lighting levels. Suitable for indoor applications, PERK longitudinal

design provide for a uniform illumination. Best in class efficiency

(~100lm/watt) & output makes PERK, an ideal choice for industries,

Data centres & assembly lines.It is available in 3 wattages – 80W,

100W & 120W.

– VIVA :A retrofit solution to all FTL based applications, VIVA is our one of

the most versatile creations.

With VIVA, Bajaj created the first ever 4ft 80W batten in the lighting

industry.

For any replacement for twin lamps fixtures in office, retail & industry,

VIVA provides an ideal solution. With 105lm/watt, LOW THD & high

grade diffuser, VIVA is winning hearts all over. VIVA is available in 3

wattages – 20W, 40W & 80W.Suitable for surface & suspended

mounting VIVA provide a delightful experience.

IBMS Portfolio

IP Camera – H.265 Technology: H.265 technology for surveillance along with

Sophisticated smart Screen II, the next generation Video Compression

Technology which gives significant reduction in network bandwidth and

storage requirements. We have released 12 MP Speed dome, 3 & 5 MP

range of new cameras. Recessed Mount Fisheye camera (180 degree

Panoramic view in wall mount) or 360 degree surround in ceiling /floor

mount with no blind sports for excellent situational awareness of open

spaces in many applications.

– FHT Technology: FHT-Firepass is a Revolutionary fire prevention

technology that has unique ability to create breathable oxygen reduced

(hypoxic) environment which prevents flame ignition and at same time

is safe and healthy for human occupants. This technology comes from

global partner FHT-Firepass.

– Multi-site Management Solutions: In BMS, we have solutions for

Multi-site management solutions for Energy efficiency and security .

We are actively engaged for creating a Multi-site Energy management

solution deployment, moving to next level in BMS environment.

Solutions for Modern Cities

INTELLI System – INTELLI is a Street Light Management System for monitoring,

controlling, metering & managing LED Street lighting using

RF/GPRS/GSM technology. This system enables communication

between each street light using RF Transceiver Module. The computer

based control station from which the entire area can be monitored &

controlled using GPRS/GSM wireless communication, depending on the

Traffic flow.

Bajaj CISCO Tie up – Indian government has announced mega project of developing 100

smart cities with modern amenities over the years and is one of its key

initiatives announced by Government of India.The total estimate of

–

Range of Products

146

investment requirements for providing these services is estimated to be

around Rs 7.5 lakh crore over 20 years which means government will

invest Rs 35,000 crore a year on smart city projects.

– Looking at the potential BAJAJ has entered into partnership with CISCO

to develop & launch city infrastructure management for intelligent public

street lighting solution. CISCO is a leader in design and architecture of

information and communication technology networks, and the

manufacturing and provision of internetworking equipment’s. CISCO is

a world leader in designing Smart and connect communities based on

its advanced IP based solutions.

– Bajaj-CISCO together are working on these smart city projects and are

already in bidding stage in few of these projects…some of them are

GOLDEN MILE project at AP, JDA smart city project, NMC smart city

project, Ujjain smart city project, BKC smart city project.

?EPC SERVICES – Design, engineering, supply, execution and commissioning of following

types of projects:

a) Illumination EPC SBU:

1. Illumination of power plants, Industrial plants, refineries

2. Area lighting with high masts.

3. City illumination & street lighting with octagonal poles, conical

poles, tubular poles

4. Specialized lighting projects such as monument lighting, sound &

light shows, fibre optic lighting, tunnel lighting.

5. Sports Lighting

6. Mobile masts.

7. Logo Signage, Highway & Road Signage

8. Specialized products like conical poles, CICA poles, GRP poles,

Gazebos & Pergolas, Polysteel lamp posts

9. Smart Poles / monopoles

10. Energy management systems with LEDs & Lighting Controls (New

Arrival).

11. Pre-fabricated structures & hot dip galvanizing

12. Specialized products made of composite materials

b) Power Distribution

1. Rural electrification & RAPDRP projects

2. Substations up to 33 KV

3. Feeder Separation

4. Bore well pump Connections

c) Transmission line towers & Sub-station SBU:

1. EPC of transmission lines up to 765 KV Double circuit

2. EPC of EHV Substations for central & state utilities & industries

3. EPC of EHV/HV underground cabling work

4. Manufacturing of Transmission line towers

5. EPC of monopoles for Transmission line

6. EPC of Wind energy towers

7. Manufacturing of Sub-station structures

Range of Products

147

?FANS

Ceiling fans – Magnifique FL01, Magnifique AL01, Harrier, Shinto, Disney Cars,

Magnifique Ep102, Cruzair Décor, Bajaj-Disney Kids Fan Range, Euro,

Centrim, Leatrim, Hextrim, Lancer, Winstrim, Austrim, Grace Gold Dx,

Regal Star, Regal Gold, Elegance, Ark, Esteem, Ultima, Pride, Grace

LX, Speedster, Grace Dlx, Kassels Star, Excel Star, Kassels 50 ISI,

Electra 50, Tezz, Panther, Bahar, Bahar Deco, Edge, Maxima 4

Blade 600mm

Table fans – Neo-Spectrum, Bajaj Midea, Esteem, Elite-Neo, Rush-Air

Pedestal fans – Neo-Spectrum, Bajaj Midea, Tez Faratta, Esteem, Elite-Neo, Rush-Air

Wall fans – Neo Spectrum, Bajaj Midea, Esteem, Elite-Neo, Rush-Air

Personal fans – Ultima Table, Wall &cabin fan

Fresh air fans – Maxima DX, Bahar, Freshee MK II

Heavy duty exhaust fans – Supreme Dlx and Supreme Plus range of Heavy duty Exhaust & Fans

range, MAX AIR Hi speed freshair fans

Air Circulators – Supreme Plus range of Air Circulators

Range of Products

148

PHYSICAL BALLOT FORM FOR VOTING ON AGM RESOLUTIONS

FORM NO. MGT-12 -POLLING PAPER

[Pursuant to Section 109(5) of the Companies Act, 2013 and Rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

Name of the Company Bajaj Electricals Limited

Registered office address/Contact details 45/47, Veer Nariman Road, Mumbai 400001

Tel- 022-22043780 Fax- 022-22851279

Website- www.bajajelectricals.com

Email- [email protected]

CIN L31500MH1938PLC009887

BALLOT PAPER

Sr. Particulars Details

1. Name of the first named Member (In Block Letters)

2. Postal address

3. Registered Folio No./ *Client ID No. (*applicable to members

holding shares in demat mode)

4. Class of Share Equity Shares

Sr. Resolutions No. of Shares I / We assent to I / We dissent to

held by the Resolution the Resolution

me/us (FOR) (AGAINST)

Ordinary Business

1. Ordinary resolution to consider and adopt the audited financial

statements (including audited consolidated financial statements) of

the Company for the year ended 31 March 2016 together with the

Reports of the Board of Directors and the Auditors thereon.

2. Ordinary resolution to approve the interim dividend of ? 2.80 per equity

share, already paid during the year, for the year ended 31 March 2016.

3. Ordinary resolution to appoint a Director in place of Shri Anant Bajaj

(DIN 00089460), who retires by rotation in terms of Section 152(6) of

the Companies Act, 2013 and being eligible offers himself for re-

appointment.

4. Ordinary resolution to ratify the appointment of M/s. Dalal & Shah LLP,

Chartered Accountants, (Firm Registration No.102021W/W100110)

as Statutory Auditors of the Company for the financial year 2016-17.

Special Business

5. Ordinary resolution to appoint Shri Anuj Poddar (DIN 01908009), as

an Independent Director

6. Ordinary resolution to appoint Shri Siddharth Mehta (DIN 03072352),

as an Independent Director

7. Ordinary resolution to approve the remuneration payable to M/s. R.

Nanabhoy & Co., Cost Accountants (Firm Registration No.00010),

appointed by the Board of Directors as cost auditor of the Company for

the financial year 2016-17.

Place : Signature of the Member or

Date : Authorised Representative

Note: Please read the instructions printed overleaf carefully before exercising your vote.

I/We hereby exercise my/our vote in respect of the following resolutions to be passed for the business stated in the Notice of the Annual General

Meeting dated 30 May 2016, by conveying my/our assent or dissent to the resolutions by placing tick (ü) mark in the appropriate box below:

CIN: L31500MH1938PLC009887

Regd. Office: 45/47, Veer Nariman Road, Mumbai-400 001

Tel: 022-2204 3780/3841, 6110 7800 Fax: 022-2285 1279

Website: www.bajajelectricals.com

Email: [email protected]

INSTRUCTIONS

General Instructions

a. Shareholders have option to vote either through remote e-voting i.e. electronic means or to convey assent/dissent in physical

form. If a shareholder has opted for Physical Ballot Form, then he/she should not vote by remote e-voting and vice versa.

However, in case Shareholders cast their vote through both Physical Ballot form and remote e-voting, then vote cast through

remote e-voting mode shall be considered and vote cast through Physical Ballot form shall be ignored.

b. Voting rights shall be reckoned on the paid up value of the shares registered in the name of the shareholders as on the Cut-off

Date i.e. 29 July 2016.

c. Voting through Physical Ballot form cannot be exercised by a proxy. However, corporate and institutional shareholders shall be

entitled to vote through their authorised representatives with proof of their authorisation, as stated below.

Instructions for voting physically on Ballot Form

1. A Member desiring to exercise vote by Physical Ballot should complete this Form (no other form or photocopy thereof is

permitted) and send it to the Scrutinizer, M/s.Anant B. Khamankar & Co., Practising Company Secretaries, by post at their own

cost to reach them at the address B-510, Neelkanth Business Park, Nathani Road, Vidyavihar (West), Mumbai 400 086 on or

before the close of working hours i.e. 5.00 p.m. on 1 August 2016. All Forms received after this date will be strictly treated as if

the reply from such Member has not been received.

2. This Form should be completed and signed by the Shareholder (as per the specimen signature registered with the

Company/Depository Participant). In case of joint holding, this Form should be completed and signed by the first named

Shareholder and in his/her absence, by the next named Shareholder.

3. In respect of shares held by corporate and institutional shareholders (companies, trusts, societies, etc.), the completed Form

should be accompanied by a certified copy of the relevant board resolution/appropriate authorisation, with the specimen

signature(s) of the authorised signatory(ies) duly attested.

4. The consent must be accorded by recording the assent in the column ‘FOR’ or dissent in the column ‘AGAINST’ by placing a

tick mark (ü) in the appropriate column in the Form. The Assent / Dissent received in any other form shall not be considered

valid.

5. Members are requested to fill the Form in indelible ink and avoid filling it by using erasable writing medium(s) like pencil.

6. There will be one Form for every Folio / Client id irrespective of the number of joint holders.

7. A Member may request for a duplicate Form, if so required, and the same duly completed should reach the Scrutinizer not later

than the date specified under instruction No.1 above.

8. Members are requested not to send any other paper along with the Ballot Form. They are also requested not to write anything in

the Form except the required particulars; giving their assent or dissent and putting their signature. If any such other paper is

sent the same will be destroyed by the Scrutinizer.

9. The Scrutinizers' decision on the validity of the Form will be final and binding.

10. Incomplete, unsigned or incorrectly ticked Forms will be rejected.

BANK ACCOUNT PARTICULARS / ECS MANDATE FORM

I/We ___________________________________ do hereby authorize Bajaj Electricals Limited to:

• Print the following details on my/our dividend warrant.

• Email my/our dividend amount directly to my/our Bank Account by ECS. (*strike out whichever is not applicable)

Particulars of Bank Account:

A. Bank Name :

B. Branch Name Address :

(for Mandate only)

C. 9 Digit Code number of the Bank &

Branch as appearing on the MICR cheque :

D. Account Type (Saving/Current/Overdraft) :

E. Account No. as appearing on the cheque book :

F. STD Code & Telephone No. :

I/We shall not hold the Bank responsible, if the ECS could not be implemented or the Bank discontinue(s) the ECS, for any reason.

MAIL To : LINK INTIME INDIA PRIVATE LIMITED

C-13, PANNALAL SILK MILLS COMPOUND

L.B.S. MARG, BHANDUP (WEST)

MUMBAI – 400 078

(Signature of the first Shareholder/Joint-Shareholder(s))

Please attach the photocopy of a cheque or a blank cancelled cheque issued by your Bank relating to your above account for verifying

the accuracy of the 9 digit code number.

In case you are holding shares in demat form, kindly advise your Depository Participant to take note of your Bank Account

particulars/ECS mandate.

Corporate Identification Number (CIN): L31500MH1938PLC009887

Registered Office: 45/47, Veer Nariman Road, Mumbai 400 001

Email Id: [email protected] Website: www.bajajelectricals.com

Tel: 022-2204 3780/3841, 6110 7800 Fax: 022-2285 1279

Corporate Identification Number (CIN): L31500MH1938PLC009887

Registered Office: 45/47, Veer Nariman Road, Mumbai 400 001

Email Id: [email protected] Website: www.bajajelectricals.com

ANNUAL GENERAL MEETING ON THURSDAY, 4 AUGUST 2016

Serial No. :

Registered Folio No./ *DP ID and Client ID

(*Applicable to Members holding shares in

dematerialized form)

Name and address of the

Member(s)

Joint Holder 1

Joint Holder 2

Number of Shares held

Name of Proxyholder (if applicable)

I/We hereby record my/our presence at the Annual General Meeting of the Company at Walchand Hirachand Hall, 4th Floor, Indian

Merchants’ Chamber, IMC Marg, Churchgate, Mumbai 400 020 on Thursday, 4 August 2016 at 11.00 a.m.

Member’s/Proxy’s name in Block Letters Member’s/Proxy’s Signature

Please hand it over at the Attendance Verification Counter at the ENTRANCE OF THE MEETING HALL.

PLEASE CUT HERE AND BRING THE ABOVE ATTENDANCE SLIP TO THE MEETING HALL.

ELECTRONIC VOTING PARTICULARS

EVSN (Electronic Voting Sequence Number) *Default PAN / Sequence No.

160607008

* Only members who have not updated their PAN with Company / Depository Participant shall use default PAN / Sequence No. in the PAN

field.

Note: Please read the instructions printed to the Notice of Annual General Meeting dated 30 May 2016. The E-Voting period starts from

10.00 a.m. (IST) on Monday, 1 August 2016 and ends at 5.00 p.m. (IST) on Wednesday, 3 August 2016. The E-voting module shall be

disabled by CDSL for voting thereafter.

Tel: 022-2204 3780/3841, 6110 7800 Fax: 022-2285 1279

ATTENDANCE SLIP

NEW ARRIVALS

APPLIANCES

LIGHTING

LUMINAIRES

Calenta Storage Water HeaterMajesty One Dry IronMajesty RCX 18 PLUS

18W Batten Corona Range LED Higher Wattage Bulbs Dosti Torch

VivaVerdantIP Network CameraDuranto

Majesty Jewel Bubble

Majesty New Grill Ultra

NEW ARRIVALS

Lavo DIGI

Shinto Harrier

Neo Spectrum

Table Fan

Neo Spectrum

Wall Fan

Disney Cars

Dolphin Steam Iron Ace Plus 750 Watts MG Lavo EM

FANS

Available at all outlets and other leading electrical & appliances stores.

Premium looks • Best-in-class performance • Attractive pricing

Free Home Service*: 1800 102 5963 / 022 4128 0000 | shop.bajajelectricals.com | |

T&C apply.

Performance, a class apart.

World-class looks.