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Bajaj Auto Ltd.

BSE: 532977 Sector: Auto
NSE: BAJAJ-AUTO ISIN Code: INE917I01010
BSE 00:00 | 03 Jul 2934.30 65.55
(2.28%)
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NSE 00:00 | 03 Jul 2932.40 53.05
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OPEN 2890.00
PREVIOUS CLOSE 2868.75
VOLUME 42460
52-Week high 3315.00
52-Week low 1793.10
P/E 16.68
Mkt Cap.(Rs cr) 84,910
Buy Price 2934.30
Buy Qty 42.00
Sell Price 2941.00
Sell Qty 897.00
OPEN 2890.00
CLOSE 2868.75
VOLUME 42460
52-Week high 3315.00
52-Week low 1793.10
P/E 16.68
Mkt Cap.(Rs cr) 84,910
Buy Price 2934.30
Buy Qty 42.00
Sell Price 2941.00
Sell Qty 897.00

Bajaj Auto Ltd. (BAJAJ-AUTO) - Director Report

Company director report

The Directors present their Twelfth Annual report and Audited Financial Statements forthe year ended 31 March 2019.

Financial results

The financial results of the Company are elaborated in the Management Discussion andAnalysis Report.

The highlights of the Financial Results are as under:

Sales in Numbers FY2019 FY2018
Motorcycles 4236873 3369334
Commercial vehicles 782630 637457
Total 5019503 4006791
Of which Exports 2078730 1662577
Total revenue 31899.27 26910.51
Total expenses 25538.11 21095.94
Profit before exceptional items and tax 6361.16 5814.57
Exceptional items (342.00) 32.00
Profit before tax 6703.16 5782.57
Tax expense 2027.98 1714.47
Profit for the year 4675.18 4068.10
Earnings per share (D) 161.6 140.6
Closing balances in reserve/other equity
General reserve 4921.60 4453.60
Retained earnings 16451.58 14321.65
Cash flow hedging reserve 60.31 79.72
Costs of hedging reserve (17.47) (40.48)
FVTOCI reserve 74.51
Total 21490.53 18814.49

Note: Detailed movement of above reserves can be seen in 'Statement of Changes inEquity''

Dividend

The directors recommend for consideration of the shareholders at the ensuing annualgeneral meeting payment of a dividend of Rs. 60 per equity share (600%) for the yearended 31 March 2019. The amount of dividend and the tax thereon aggregate to H 2093.08crore.

For the year ended 31 March 2018 the dividend paid was Rs. 60 per share of Rs. 10 each(600%) and the total dividend and the tax thereon to the extent applicable aggregated to H2093.08 crore.

Share capital

The paid-up equity share capital as on 31 March 2019 was H 289.37 crore. There was nopublic issue rights issue bonus issue or preferential issue etc. during the year. TheCompany has not issued shares with differential voting rights or sweat equity shares norhas it granted any stock options.

Operations

Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.

Capacity expansion and new projects

The Company's current installed capacity is 6.33 million units per annum.

As regards the Company's much awaited Quadricycle – QUTE launch of the productand sale has commenced in few states where the Company has received requisite approvalsfor sale. The response has been positive.

4400 (nos.) of Qute were sold in various international markets during the year2018-19 as against 1605 (nos.) in the year 2017-18.

During the year under review 627 (nos.) of Qute were sold in domestic markets.

Research and Development and technology absorption

A) Products

Many new products were launched during the year under review. Detailed information onthe new products is covered in the Management Discussion and Analysis Report.

B) Process

R&D has been working on improving its operations in a number of areas as listedbelow:

Manpower: R&D has been expanding its team size in areas of designanalysis and validation in order to keep up with the rapidly expanding aspirations of theCompany.

Facilities: R&D continued to enhance its design computing prototypemanufacturing and validation facilities. A number of new test facilities and prototypingfacilities were added.

C) Technology

As in the past new and improved technology has been introduced during the year underreview and the detailed information on the same is covered in the Management Discussionand Analysis Report.

D) Outgo

The expenditure on research and development during 2018-19 and in the previous yearwas:

(Rs. In Crore)
Particulars FY2019 FY2018
i. Capital (including technical know-how) 64.00 38.58
ii. Recurring 392.35 334.11
Total 456.35 372.69
iii. Total research and development expenditure as a percentage of sales 1.54% 1.48%

Conservation of energy

Company continues its efforts to reduce and optimise the energy consumption at all itsmanufacturing facilities including corporate office at Pune.

Significant reduction in energy consumption has been achieved by various means as shownhereunder:

A) Electrical energy

• Use of IGBT based rectifier in place of conventional SCR based rectifier for EDprocess

• Provision of Energy Efficient Pumps for ETP/STP Water Supply and Fire Systems

• Use of Energy Efficient LED Lighting for Street Lights Shops and Offices

• Optimising compressed air pressure by use of portable Small Compressors onholidays

• Use of energy efficient air conditioner in place of conventional air conditioner

• Optimisation of processes and operational control

• Installation of common grid for compressed air to balance compressors loading

• Use of Mid Frequency DC Welding Machine in place of AC Welding Machine for SeamWelding Process

• Use of Active filters for harmonic suppression to reduce energy loss

B) Water

• Rain water harvesting with Ground Recharge

• Replacement of underground hydrant and water pipeline with above ground levelpipeline to arrest water leakages

• Installation of second stage RO at paint shop

• Use of one touch water taps in canteen and washrooms

• Continued use of treated water for processes like cooling towers centralcoolant systems de-sludge pool and incinerator compressor cooling tower and AHU etc.

C) LPG/propane

l Thermal imaging/audit for ovens in paint shop and countermeasure l Weight reductionof hangers in paint shop to reduce heat losses l Burner efficiency improvement throughefficient burners l Teflon coated gratings in painting booth to eliminate cleaningactivity through fluidised bed l Upgradation of furnace insulation to reduce heat losses lProvision of hydromax solution for hot water generator to reduce fuel consumption lContinued usage of low temperature chemicals for pre-treatment process

D) Utilisation of renewable energy-key initiatives

l Use of solar energy through Roof Top Solar Power System.

Akurdi Total Capacity – 2 MWp
Chakan Total Capacity – 2 MWp
Total Solar energy generated – 53.25 lakh KWH

l Installation of daylight pipes in plants.

Impact of measures taken

As a result of the initiatives taken for conservation of energy and natural resourcesthe Company has effected an overall reduction in consumption as given in the Table below:

% Reduction w.r.t. previous year
Description FY2019 FY2018
Electricity consumption 5.53 3.60
Water consumption 3.27 5.53
LPG/PNG consumption 1.05 2.37

Investment/savings

( Rs. In Crore)
Description FY2019 FY2018
Investment for energy conservation activities 1.51 2.90
Recurring savings achieved through above activities 3.73 2.47

Awards and Accolades

BAL Commercial vehicles manufacturing plant at Waluj and the Motorcycle manufacturingplant at Pantnagar received the Special award for TPM achievement from JIPM Japan. Thisaward is for a plant that has achieved a very high level in its practice of TPMmethodology.

With this achievement Bajaj Auto becomes the only OEM in the auto industry where allits manufacturing plants have achieved the Special award for TPM practice.

International Business

Bajaj Auto's 22% growth in motorcycles and 43% growth in commercial vehicles means thatit remains by far India's No.1 exporter of two and three wheelers. It exports to over 79countries in Latin America Africa South Asia Middle East Asia Pacific and Europe.During the year under review exports accounted for 40.1% of the Company's net sales asagainst 39.3% in FY18. Detailed information on the International Business is given in theManagement Discussion and Analysis Report.

Foreign exchange earnings and outgo

The Company continued to be a net foreign exchange earner during the year.

Total foreign exchange earned by the Company during the year under review was Rs.11434.23 crore as compared to Rs. 9281.46 crore during the previous year.

Total foreign exchange outflow during the year under review was Rs. 973.07 crore asagainst Rs. 673.41 crore during the previous year.

Industrial relations

Industrial Relations with staff and workmen across all the plants viz. Akurdi WalujChakan and Pantnagar continued to be cordial.

The wage settlements signed for a period of 9 years for Chakan and Akurdi Plants areexpiring on 31 March 2019 and 30 June 2019 respectively. The process for signing newsettlements for both the plants has already been initiated and all efforts are being madeto complete the process amicably in a congenial atmosphere.

With the active participation and involvement of all employees we have been able toinculcate TPM culture for excellence and continuous improvement across all plants. Plantshave received many awards during the year from Confederation of Indian Industry (CII)Quality Circle Forum of India (QCFI) and other organisations.

Two workmen one each from Facility Engineering – MCD and Spare Operations atWaluj plant have been declared winner of Prime Minister's ‘Shram Veer' Award for theyear 2017.

Various Employee Engagement activities like monthly Kaizen competitions trekkingevents sports competitions yoga sessions signing competitions appreciation ofmeritorious students and felicitation of newly married couple are being organised toinculcate sense of belongingness amongst the employees across the plants.

Subsidiaries and joint ventures

PT. Bajaj Auto Indonesia (PT BAI)

Routine business operations of PT. Bajaj Auto Indonesia a 99.25% subsidiary of BajajAuto remain discontinued.

The plan for PT. Bajaj Auto Indonesia was to spearhead the development of KTM and Bajajpartnership and bring the jointly developed products into Indonesia. To take this furtherall the required manufacturing import and business licenses have been renewed. Furtherstudies on the product acceptability have been conducted which look favorable.

The business model decided has been to export directly from India to local Indonesiandistributor to be monitored and managed by PT. Bajaj Auto Indonesia. Further the CKDconfigurations have been planned and PT. Bajaj Auto Indonesia will work with thedistributors and take the responsibility of getting the KTM products in the marketensuring the right quality standards.

Bajaj Auto International Holdings BV Netherlands (BAIH BV)

Bajaj Auto International Holdings BV is a 100% Netherlands-based subsidiary of BajajAuto Ltd.

Over the years through this subsidiary Bajaj Auto has invested a total of 198.1million (Rs. 1219 crore) and holds approximately 48% stake in KTM AG of Austria (KTM).Calendar year 2018 has again been a record year for KTM with highest sales in units andagain highest turnover in the history of the Company. Detailed information on thedevelopments at the subsidiary and KTM AG is provided in the Management Discussion andAnalysis Report.

During the year under review dividend received from BAIH BV amounted to Rs. 94 crore.

Signing of anti-corruption initiative of World Economic Forum (WEF)

In support of the initiative taken by WEF with a view to strengthening the efforts tocounter bribery and corruption your Company is a signatory to the 'Commitment toanti-corruption' and is supporting the 'Partnering Against Corruption-Principles forCountering Bribery' derived from Transparency International's Business Principles. Thiscalls for a commitment to two fundamental actions viz. a zero-tolerance policy towardsbribery and development of a practical and effective implementation programme.

Adoption of Confederation of Indian Industry (CII) Charters

Your Company being a member of CII has adopted the following Codes/Charters:

1. CII Code of Conduct for Affirmative Action;

2. Model Code of Conduct for Ethical Business practices;

3. Charters of Fair and Responsible Workplace Guidelines for Collaborative EmployeeRelations; and

4. Charters on Fair and Responsible Workplace Guidelines for Contract Labour.

Extract of Annual Return

The extract of annual return as provided under sub-section (3) of section 92 of theCompanies Act 2013 in the prescribed form MGT-9 is annexed to this Report and also onthe company's website www.bajajauto.com/investors/annual-repors

Number of meetings of the Board

There were eight meetings of the Board held during the year. Detailed information isgiven in the Corporate Governance Report.

Directors' responsibility statement

As required under clause (c) of sub-section (3) of section 134 of the Companies Act2013 directors to the best of their knowledge and belief state that-

• in the preparation of the annual accounts the applicable Accounting Standardshad been followed along with proper explanation relating to material departures;

• the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; l the directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

• the directors had prepared the annual accounts on a going concern basis;

• 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

• the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and were operatingeffectively.

Details in respect of frauds reported by auditors under section 143(12)

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.

Declaration by independent directors

The independent directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in section 149(6) of the Companies Act 2013 as amended andRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (‘the Listing Regulations') as amended.

The Board took on record the declaration and confirmation submitted by the IndependentDirectors regarding their meeting the prescribed criteria of independence afterundertaking due assessment of the veracity of the same as required under Regulation 25 ofthe Listing Regulations.

Directors' Remuneration Policy and criteria for matters under section 178

The Board at its meeting held on 13 March 2019 has revised the commission from Rs.150000 to H 250000 payable per meeting to all non-executive directors (includingindependent directors) for meetings of Board and Committees thereof attended by them from1 April 2019 onwards as member.

The salient features and changes to the Policy on directors' appointment andremuneration form a part of the ‘Corporate Governance Report'. The said policy isplaced on the Company's website www.bajajauto.com/investors/codes-policies

Particulars of loans guarantees or investments

Information regarding loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are detailed in the Financial Statements.

Related party transactions

No Related Party Transactions (RPTs) were entered into by the Company during the yearwhich attracted the provisions of section 188 of the Companies Act 2013. There being no‘material' RPTs as defined under Regulation 23 of Listing Regulations there are nodetails to be disclosed in Form AOC-2 in that regard.

During the year 2018-19 pursuant to section 177 of the Companies Act 2013 andRegulation 23 of Listing Regulations all RPTs were placed before the Audit Committee forits approval.

Pursuant to Regulation 23 of Listing Regulations the Board at its meeting held on 13March 2019 has revised the policy on materiality of RPTs and on dealing with RPTs interalia by including clear threshold limits.

The revised Policy on materiality of RPTs as approved by the Board is uploaded on theCompany's website www.bajajauto.com/investors/codes-policies

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 and the date ofthis Report.

Risk Management Policy

Information on the development and implementation of a Risk Management Policy for theCompany including identification therein of elements of risk which in the opinion of theBoard may threaten the existence of the Company is given in the Corporate GovernanceReport.

Corporate Social Responsibility (CSR)

Detailed information on the 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 annexed Annual Report on CSR activities.

Formal annual evaluation of the performance of the Board its Committees Chairpersonand Individual Directors

Information on the manner in which formal annual evaluation has been made by the Boardof its own performance and that of its committees chairperson and individual directors isgiven in the Corporate Governance Report.

Presentation of financial statements

The financial statements of the Company for the year ended 31 March 2019 have beendisclosed as per Division ll of Schedule III to the Companies Act 2013.

Indian Accounting Standards 2015

The annexed financial statements comply in all material aspects with Indian AccountingStandards (Ind AS) notified under section 133 of the Companies Act 2013 Companies(Indian Accounting Standards) Rules 2015 and other relevant provisions of the CompaniesAct 2013.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporatingthe duly audited financial statements of the subsidiaries and as prepared in compliancewith the Companies Act 2013 applicable Accounting Standards and Listing Regulations asprescribed by SEBI.

Statutory disclosures

The summary of the key financials of the Company's subsidiaries (Form AOC-1) isincluded in this Annual Report. A copy of the audited financial statements for each of thesubsidiary companies will be made available to the members of the Company seeking suchinformation at any point of time.

The audited financial statements for each of the subsidiary companies will be kept forinspection by any member of the Company at its registered office during business hours.The same are placed on the Company's website www.bajajauto.com

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 as amended are annexed to this report.

Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended which form part of the Directors' Report will be madeavailable to any shareholder on request as per provisions of section 136(1) of the saidAct.

A Cash Flow Statement for the year 2018-19 is attached to the Balance Sheet.

Pursuant to the legislation ‘The Sexual Harassment of Woman at Workplace(Prevention Prohibition and Redressal) Act 2013' the Company has a Policy on Preventionof Sexual Harassment at Workplace.

During the year under review one complaint was received from one of the employeeswhich was investigated and redressed by the Internal Complaints Committee formed under theaforesaid Act and closed.

There was no other case reported during the year under review under the said Policy.

Directors and Key Managerial Personnel-changes

A. Changes in Directors:

I. Cessation of Directors:

(a) Manish Kejriwal (DIN 00040055) a non-executive director of the Company on accountof his preoccupation with his business and various interests resigned as director of theCompany from the close of office hours on 31 December 2018. The Board recorded its sincereappreciation for his valuable contribution during his long association with the Company.

(b) D. S. Mehta (DIN 00038366) and P Murari (DIN 00020437) have signified theirintention not to continue as an Independent Director of the Company for another term dueto their other priorities pre-occupations and health reasons. They have ceased to bedirectors of the Company from the close of business hours on 31 March 2019. The Boardrecorded its sincere appreciation for their valuable contribution during their longassociation with the Company.

II. Appointment/Re-appointment of Directors:

(a) The Board at its meeting held on 24 October 2018 pursuant to the recommendation ofNomination and Remuneration Committee and subject to necessary approval of shareholdersappointed Rakesh Sharma (DIN 08262670) as additional director and Whole-time Directorwith the designation as Executive Director of the Company for a period of five years witheffect from 1 January 2019.

(b) The Board at its meeting held on 13 March 2019 pursuant to the recommendation ofNomination and Remuneration Committee appointed Smt. Lila Poonawalla (DIN 00074392) andPradip Shah (DIN 00066242) as Additional Directors and Independent Directors for a periodof 5 years with effect from 1 April 2019. Under Regulation 17(1A) of Listing Regulationsconsent of the Members by way of Special Resolution is sought by the Company in compliancewith Regulation 17(1A) of Listing Regulations for continuance of Smt. Lila Poonawallabeyond 16 September 2019 on account of her attaining the age of 75 years on that date.

(c) At the aforesaid meeting the Board taking into account the Report of performanceevaluation and the recommendation of Nomination and Remuneration Committee re-appointedfollowing independent directors for a second consecutive term:

Sr. No. Name of Independent Director Tenure of Second term
1. Nanoo Pamnani (DIN 00053673)* Five years w.e.f. 1 April 2019
2. D J Balaji Rao (DIN 00025254)** Five years w.e.f. 1 April 2019

*Under Regulation 17(1A) of Listing Regulations consent of the Members by way ofSpecial Resolution is sought by the Company in compliance with Regulation 17(1A) ofListing Regulations for continuance of Nanoo Pamnani beyond 26 February 2020 on accountof his attaining the age of 75 years on that date. **Under Regulation 17(1A) of ListingRegulations consent of the Members by way of Special Resolution is sought by the Companyin compliance with Regulation 17(1A) of Listing Regulations for continuance of D J BalajiRao beyond 1 April 2019 on account of his having already attained the age of 75 years ason 1 April 2019.

Necessary details regarding their appointment and re-appointment as required under theCompanies Act 2013 and Listing Regulations are given in the notice of annual generalmeeting. The aforesaid appointments are subject to approval of shareholders at the ensuingannual general meeting.

III. Retirement by Rotation:

The independent directors hold office for a fixed term not exceeding five years fromthe date of their appointment and are not liable to retire by rotation.

The Companies Act 2013 mandates that at least two–thirds of the total number ofdirectors (excluding independent directors) shall be liable to retire by rotation.Accordingly Sanjiv Bajaj (DIN 00014615) and Pradeep Shrivastava (DIN 07464437)Directors being the longest in the office amongst the directors liable to retire byrotation retire from the Board by rotation this year and being eligible have offeredtheir candidature for re–appointment.

Brief details of Sanjiv Bajaj and Pradeep Shrivastava Directors who are seekingre–appointment are given in the notice of annual general meeting.

B. Change in Key Managerial Personnel:

The Board at its meeting held on 13 March 2019 pursuant to the recommendation ofNomination and Remuneration Committee appointed Soumen Ray as Chief Financial Officer andKey Managerial Personnel of the Company w.e.f. 18 May 2019 in place of Kevin D'sa 65years who after a long distinguished tenure would be ceasing as Chief Financial Officerof the Company w.e.f. closing hours of 17 May 2019.

There was no other change in the Directors and Key Managerial Personnel during the yearunder review.

Detailed information on the directors is provided in the Corporate Governance Report.

Significant and material orders passed by the regulators or courts

During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its 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 to theCompany'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.

Corporate governance

Pursuant to Listing Regulations a separate chapter titled ‘Corporate Governance'has been included in this Annual Report along with the reports on Management Discussionand Analysis and General Shareholder Information.

All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2018-19. A declaration to this effect signed by the ManagingDirector and CEO of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financialstatements and other matters as required under Regulation 17(8) of the ListingRegulations.

Certificate from the Auditors of the Company regarding compliance of conditions ofcorporate governance is annexed to this Report.

Employee stock option scheme

During the year under review the Company has approved Bajaj Auto Employee Stock OptionScheme 2019 (BAL-ESOS 2019) of the Company. The ESOP Scheme is in compliance with the SEBI(Share Based Employee Benefits) Regulations 2014 (‘the SBEB Regulations').

Pursuant to the approval by the shareholders and in-principle approval given by theStock Exchanges the Company can grant upto 5000000 options to the eligible employees ofthe Company under the BAL-ESOS 2019.

Disclosures pertaining to the ESOP Scheme pursuant to the SBEB Regulations are placedon the Company's website www.bajajauto.com/investors/annual-reports

Business Responsibility Report

Regulation 34(2) of the Listing Regulations as amended inter alia provides that theannual report of the top 500 listed entities based on market capitalisation (calculated ason 31 March of every financial year) shall include a Business Responsibility Report.

Since Bajaj Auto Ltd. is one of the top 500 listed entities the Company as in theprevious years has presented its BR Report for the year 2018-19 which is part of thisAnnual Report.

As a green initiative the BR Report has been hosted on the Company's websitewww.bajajauto.com/investors/annual-reports

A physical copy of the BR Report will be made available to any shareholder on request.

Secretarial Standards of ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from 1 July 2015. The said standards were further amended w.e.f. 1October 2017. The Company is in compliance with the same.

Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act 2013 the members atthe annual general meeting of the Company held on 20 July 2017 appointed S R B C and COLLP (Firm Registration No. 324982E/E300003) as statutory auditors of the Company from theconclusion of Tenth annual general meeting till the conclusion of Fifteenth annual generalmeeting covering one term of five consecutive years.

The statutory audit report for the year 2018-19 does not contain any qualificationreservation or adverse remark or disclaimer made by statutory auditor.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has re-appointed Shyamprasad D Limaye Practising CompanySecretary (Membership No.1587 CP No. 572) to undertake the secretarial audit of theCompany. Secretarial audit report for the year 2018-19 issued by him in the prescribedform MR-3 is annexed to this Report.

The said secretarial audit report does not contain any qualification reservation oradverse remark or disclaimer made by the Secretarial Auditor.

In addition to the above and pursuant to SEBI Circular dated 8 February 2019 a Reporton secretarial compliance by Shyamprasad D Limaye for the year ended 31 March 2019 isbeing submitted to stock exchanges. There are no observations reservations orqualifications in the said Report.

On behalf of the Board of Directors

Rahul Bajaj

Chairman

Pune: 17 May 2019