The Directors present their forty-third (43rd) Annual Report and Audited FinancialStatements for the year ended 31 March 2018.
REVIEW OF OPERATIONS:
During the year under review the business activities of the Company continued to berestricted to the (i) manufacture of die casting dies fixtures and components primarilymeant for the automobiles industry and (ii) treasury operations involving management ofsurplus funds invested by the Company. The turnover of the Company during the yearunder review was Rs 82.43 crore as against Rs 30.29 crore. The income for the year 2016-17is strictly not comparable since the dividend income received during the year 2016-17 waslower on account of the Company having received interim dividend in the year 2015-16 fromthe investee companies.
CONTINUED CLASSIFICATION AS A CORE INVESTMENT
Pursuant to the provisions of section 45-IA of RBI Act 1934 the Company continued tomeet the conditions for being classified as a Core Investment Company exempted fromregistration with Reserve Bank of India. This however had no significant impact on theoperations / finances of the Company.
(Rs in Lakh)
|Particulars ||2017-18 ||2016-17 |
|Gross sales and other income ||8242.99 ||3028.57 |
|Gross profit before depreciation ||6208.98 ||1489.28 |
|Depreciation ||74.64 ||55.38 |
|Profit before tax ||6134.34 ||1433.90 |
|Tax expenses ||58.57 ||127.16 |
|Profit after tax ||6075.77 ||1306.74 |
|Earnings per share ||53.16 ||11.43 |
RECOMMENDATION ON DIVIDEND:
For the financial year ended 31 March 2018 the Directors are pleased to recommend forconsideration of the shareholders at the ensuing Annual General Meeting payment ofdividend @ Rs 33 per share (330%) on 11428568 equity shares of `10 each. For thefinancial year ended on 31 March 2017 the Company had paid a dividend @ Rs 30 per share(300%). The amount of dividend inclusive of tax thereon for the financial year 2017-18amounts to Rs 4546.66 lakh. As against this dividend of Rs 4126.55 was paid during theprevious year.
The paid up equity share capital as on 31 March 2018 was Rs 11.42 crore. During theyear under review there was no public issue rights issue bonus issue or preferenceshare issue nor had the Company issued shares with differential voting rights or grantedstock options or sweat equity.
PRESENTATION OF FINANCIAL STATEMENTS:
The financial statements of the Company for the year ended
31 March 2018 have been disclosed as per Division ll of Schedule III to the CompaniesAct 2013.
CASH FLOW STATEMENT:
A Cash Flow Statement for the year 2017-18 is included in the annexed Statement ofAccounts.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of section 92(3) of the Companies Act 2013 and Rules framedthereunder an extract of Annual Return as on 31 March 2018 in the prescribed Form No.MGT-9 is annexed to this Report (Annexure-I).
NUMBER OF MEETINGS OF THE BOARD:
Four (4) meetings of the Board were held during the year. Detailed information is givenin the annexed Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required pursuant to clause (c) of sub-section (3) of section 134 of the CompaniesAct 2013 the directors to the best of their knowledge and belief state that -
(a) in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departure;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS IF ANY REPORTED BY THE AUDITORS:
No offence involving fraud committed against the Company by officers or employees ofthe Company was reported by the Auditors to the Audit Committee or the Board pursuant tosection 143(12) of the Companies Act 2013.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All the independent directors have submitted declarations to the Company to the effectthat they meet the criteria of independence as provided in sub-section (7) of section 149of the Companies Act 2013.
DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:
Information regarding Directors' Remuneration Policy and criteria for determining thequalification positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 of the Companies Act 2013 are contained in theCorporate Governance Report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
The Company has not given any loans or provided any security. Full particulars of theinvestments made by the Company are provided in the Financial Statements attached to thisReport.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review the Company did not enter into any transactions with therelated parties which invoked the provisions of section 188 of the Companies Act 2013thereby necessitating its approval by the Board or prior approval of the Shareholders.There being no such contract with related parties which are 'material' in nature thereare no details to be disclosed in Form AOC 2 under the Companies Act 2013.
During the year under review pursuant to the provisions of section 177 of theCompanies Act 2013 and regulation 23 of the SEBI Listing Regulations all Related PartyTransactions were placed before the Audit Committee for its prior / omnibus approval.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website: www.mahascooters.com
DETAILS PURSUANT TO RULE 8(3) OF THE COMPANIES
(ACCOUNTS) RULES 2014:
|Conservation of energy ||The Company continued to maintain power factor to unity throughout the year resulting in getting maximum rebate in electricity bills. Company has initiated steps to introduce energy saving LED lamps in a phased manner all over the factory premises. |
|Technology absorption ||No expenditure was incurred by the Company attributable to technology absorption during the year. |
|Expenditure on Research & Development ||No expenditure was incurred by the Company attributable to Research & Development during the year. |
|Foreign exchange earnings and Outgo ||The Company did not earn any foreign exchange while the outgo was Rs 473.22 lakh. |
ANNUAL EVALUATION OF THE BOARD COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to provisions of the Companies Act 2013 and regulation 25(4) of the ListingRegulations the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees. The manner in which formal annual evaluation was made is provided in theannexed Corporate Governance Report.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURINGTHE YEAR: Change in Directors:
During the year under review R.K. Nikharge an Independent Director resigned from theBoard effective 30 May 2017 on account of personal reasons. Further Western MaharashtraDevelopment Corporation Ltd. (WMDC) one of the two Promoters of the Company withdrew thenomination of Sadashiv S. Survase as their nominee Director effective 7 June 2017.
The Board placed on record its sincere appreciation of the valuable services renderedby them during their tenure on the Board. As nominated by WMDC the Board appointed V.L.Rajale as a nominee Director representing WMDC in place of Sadashiv S. Survase w.e.f. 18July 2017. Pursuant to the provisions under the Companies Act 2013 and the Rules madethereunder the same is now put up for approval of shareholders at the ensuing annualgeneral meeting. Necessary details have been annexed to the notice of the meeting in termsof section 102(1) of the Companies Act 2013 and regulation 36(3) of the SEBI ListingRegulations 2015. Subsequent to the year end the following are the developments:- Mrs.Richa Bagla a Woman Independent Director resigned from the Board effective 5 April 2018on account of her professional commitments.
WMDC withdrew the nomination of Vikram Kumar as their nominee Director effective 5 May2018.
On the recommendations of Nomination and Remuneration Committee the Board at itsmeeting held on 16 May 2018 appointed Ms. Vrushali Agashe and Sadashiv S. Survase asIndependent Directors on the Board. As required under the said Act and the Rules madethereunder the proposals for appointment of Ms. Vrushali Agashe as an Independent WomanDirector and Sadashiv S. Survase are now put up for approval of shareholders at theensuing annual general meeting. Necessary details have been annexed to the notice of themeeting in terms of section 102(1) of the Companies Act 2013 and regulation 36(3) of theSEBI Listing Regulations 2015. Ms. Vrushali Agashe and Sadashiv S. Survase have submittedthe declaration of independence as required pursuant to section 149(7) of the CompaniesAct 2013 stating that they respectively meet the criteria of independence as provided insection 149(6) and Regulation 16(1)(b) of the SEBI Listing Regulations 2015. In duecompliance of provisions of the Companies Act 2013 Sanjiv Bajaj retires by rotation as aDirector and being eligible offers himself for re-appointment. The information asrequired to be disclosed under regulation 36(3) of the SEBI Listing Regulations 2015 incase of re-appointment of the director is provided in the notice of the ensuing annualgeneral meeting.
Changes in KMP:
R.D. Haware who was appointed as Chief Executive Officer of the Company w.e.f. 13October 2014 upto 12 October 2019 has tendered his resignation owing to personal reasonsw.e.f. 30 June 2018. In the vacancy so caused the Board at its meeting held on 16 May2018 approved the appointment of Shriniwas Pathak as "Manager" designated asChief Executive Officer" of the Company subject to the approval of members at theensuing annual general meeting.
Proposal for appointment of Shriniwas Pathak as "Manager" / Chief ExecutiveOfficer" of the Company is now put up for approval of shareholders at the ensuingannual general meeting.
Apart from above there was no change in the Directors and Key Managerial Personnelduring the year under review. Detailed information on the directors is provided in theCorporate Governance Report.
MATERIAL ORDERS IF ANY PASSED BY THE REGULATORS COURTS ETC: No material Orderswere passed by any Regulators or Courts or Tribunals during the financial year underreview impacting the going concern status of the Company's operations in future.
DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has documented its internal financial controls considering the essentialcomponents of various critical processes physical and operational. This includes itsdesign implementation and maintenance along with periodical internal review ofoperational effectiveness and sustenance which are commensurate with the nature of itsbusiness and the size and complexity of its operations.
This ensures orderly and efficient conduct of its business including adherence toCompany's policies safeguarding of its assets prevention of errors accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.
The internal financial controls with reference to the financial statements wereadequate and operating effectively.
RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Framework for the Company includingidentification therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the Company.
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company andthe date of this report.
In terms of regulation 34 of Listing Regulations a Report on Corporate Governancetogether with the Auditors Certificate thereon Management Discussion and Analysis Report& Corporate Social Responsibility Report forms integral part of Corporate GovernanceReport.
BUSINESS RESPONSIBILITY REPORT:
Pursuant to regulation 34(2) of the SEBI Listing Regulations 2015 top 500 listedcompanies by market capitalisation calculated as on March 31 of every financial year arerequired to include in their annual report a Business Responsibility Report describingtherein the initiatives taken by them from environmental social and governanceperceptive in the format prescribed by SEBI.
For the financial year ended 31 March 2017 your Company was listed in the top 500companies by market capitalisation and consequently as part of the Annual Report for thefinancial year 2017-18 the Company has presented its Business Responsibility Report.
In its quest of green initiative the Company has hosted the Business ResponsibilityReport on its website viz. www.mahascooters.com On request a physical copy of saidReport would be made available to any shareholder free of cost.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Companies Act 2013 the Company hadappointed Shyamprasad D. Limaye a Fellow Member of the Institute of Company Secretariesof India and a Company Secretary in Practice (FCS No.1587 Certificate of PracticeNo.572) to conduct the secretarial audit and give a secretarial audit report for the year2017-18 to be annexed to the report of Board of Directors. Secretarial audit report ofShyamprasad D. Limaye in the prescribed Form MR-3 is annexed to this report (Annexure-II).The Report does not contain any qualification reservation disclaimer or adverse remarks.
SECRETARIAL STANDARDS OF ICSI:
Pursuant to the approval given on 10 April 2015 by Central Govt. to the SecretarialStandards specified by the Institute of Company Secretaries of India the SecretarialStandard on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) cameinto effect from 1 July 2015. These Secretarial Standards were subsequently revised andmade effective from 1 October 2017. The Company is in compliance with the said Standards.
Pursuant to the provisions of section 139 of the Companies Act 2013 the members atthe Annual General Meeting of the Company held on 18 July 2017 had appointed Kirtane &Pandit LLP Chartered Accountants (Firm Registration No.105215W / W100057) as statutoryauditors of the Company from the conclusion of 42nd Annual General Meeting till theconclusion of 47th Annual General Meeting covering one term of five consecutive yearssubject to ratification by the members at each intervening Annual General Meeting.
In view of the amendment to the said section 139 through the Companies (Amendment) Act2017 notified on 7 May 2018 ratification of auditors' appointment is no longer required.However as required under section 142 of the Companies Act 2013 a proposal is put upfor approval of members for authorising the Board of Directors of the Company to fixAuditors' remuneration for the year 2018-19 and thereafter. The members are requested toapprove the same.
The statutory audit report does not contain any qualification reservation or adverseremark or disclaimer made by statutory auditor.
During the year under review the industrial relations remained cordial.
DETAILS OF DIRECTORS AND EMPLOYEES REMUNERATION:
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are annexed to this Report (Annexure-III).
During the year under review none of the employees of the Company was in receipt ofremuneration as referred to in section 197(12) of the Companies Act 2013 read with rule5(2) and (3) of the Rules aforesaid.
CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING:
Detailed information on Corporate Social Responsibility Policy developed andimplemented by the Company on CSR initiatives taken during the year pursuant to section135 of the Companies Act 2013 is given in the annual report on CSR activities annexed tothis report (Annexure-IV).
| ||On behalf of the Board of Directors |
| ||Madhur Bajaj |
|Pune 16 May 2018. ||Chairman |