At the outset your Company's Board of directors commiserates with the families of allemployees members and others who succumbed to this dreadful COVID-19 pandemic.
Your directors present the forty-sixth (46th) Annual Report along with the auditedfinancial statements for FY2021.
Circulation of Annual Reports in electronic form
Pursuant to circulars from the Ministry of Corporate Affairs ("MCA") dated 8April 2020 13 April 2020 5 May 2020 and 13 January 2021 read with SEBI Circulars dated12 May 2020 and 15 January 2021 relaxation has been afforded to the companies in respectof sending physical copies of annual report to members and conducting AGM through VC/OAVMtill 31 December 2021.
Accordingly the financial statements (including Directors' Report CorporateGovernance Report Management Discussion & Analysis Auditors' Report and otherdocuments to be attached therewith) for this year as well are being sent throughelectronic mode to those members whose email addresses are registered with the Company'sRegistrar and Share Transfer Agent viz. KFin Technologies Pvt. Ltd. (KFin) /DepositoryParticipants and whose names appear in the Register of Members as on Friday 18 June2021. The Company has also made arrangements for those members who have not yet registeredtheir email address to get these registered by following the procedure prescribed in thenotice of AGM.
Review of operations
During the year under review the business operations of the Company continued to be(i) manufacture of die casting dies fixtures and die casting components primarily meantfor the automobiles industry and (ii) treasury operations involving management of surplusfunds invested by the Company.
Total income of the Company during the year under review is Rs 3071.46 lakh asagainst Rs 21383 lakh during the previous year. Income from investments aggregating to Rs1512.93 lakh represented major portion of the turnover which during the previous yearwas Rs 19561.90 lakh.
| || ||(Rs In Lakh) |
|Particulars ||FY2021 ||FY2020 |
|Total income ||3071.46 ||21383.00 |
|Gross profit before depreciation ||1097.88 ||19361.51 |
|Depreciation and amortisation expense ||193.40 ||181.55 |
|Profit before tax ||904.48 ||19179.96 |
|Tax expenses ||23.26 ||1185.69 |
|Profit for the year ||881.22 ||17994.27 |
|Earnings per share (Rs) ||7.71 ||157.45 |
Total income and profit of the Company for FY2021 is unlike FY2020. The Companyreceived dividends of Rs 17964.31 lakh in FY2020 and no dividend was received in FY2021.Additionally in FY2020 a provision was made for possible non-utilisation of MAT creditof Rs 900 lakh.
Presentation of Financial Statements
The financial statements of the Company for FY2021 on a standalone basis has beenprepared in compliance with the Companies Act 2013 ('the Act') applicable AccountingStandards and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(SEBI Listing Regulations) and are disclosed in accordance with Schedule III of the Act.
Continued classification as a Core Investment Company
Under the Master Circular - Core Investment Companies (Reserve Bank) Directions 2016the Company is termed as an unregistered Core Investment Company (CIC) as per Reserve Bankof India Guidelines dated 13 August 2020. As an unregistered CIC the Company must investat least 90% of its net assets in Group companies of which at least 60% must be throughequity investments.
The Company continued to meet the conditions for being classified as a Core InvestmentCompany exempted from registration with Reserve Bank of India pursuant to the provisionsof section 45-IA of the RBI Act 1934.
Dividend distribution policy
Pursuant to the provisions of SEBI Listing Regulations as amended the Company hasformulated a Dividend Distribution Policy. The Policy sets out the parameters andcircumstances that will be taken into account by the Board in determining the distributionof dividend to its members.
The policy has been uploaded on the website of the Company and can be accessed athttps://www.bajajauto.com/MSL-html/html/images/pdf/Maharashtra-Scooters-Limited-46th-AGM-Web-Links.pdf
The directors recommend for consideration of the members at the ensuing Annual GeneralMeeting payment of dividend of Rs 50 per equity share (500%) of face value of Rs 10 each.The total dividend pay-out for FY2021 is Rs 5714.28 lakh.
During FY2020 the Company received significant amount of dividend income as comparedto no dividend in FY2021 as group companies had declared interim dividend in FY2020. Inorder to keep the dividend declared stable and steady the Board has for FY2021recommended dividend out of the Retained Earnings outstanding at the close of the year.
Such payment of dividend from retained profits was not envisaged in the DividendDistribution policy which will be suitably revised.
Dividend paid for FY2020 was Rs 50 per equity share (500%) of face-value of Rs 10 eachand the total dividend pay-out and the tax thereon aggregated to Rs 6888.87 lakh.
In view of the amendment to the Income Tax Act 1961 through the Finance Act 2020imposition of Dividend Distribution Tax has been abolished. The dividend if declared atthe ensuing AGM will be taxable in the hands of the members of the Company. For furtherdetails on taxability please refer to 'Notice of AGM'.
The Company has no subsidiary or associates. Neither the Company has entered into ajoint venture with any company.
Directors and Key Managerial Personnel
(i) Director liable to retire by rotation
The Company in total has 6 directors - 3 independent directors and 3 non-executive nonindependent directors.
As per the provisions of Act at least two-thirds of the total number of directors(excluding independent directors) shall be liable to retire by rotation. Amongst the said3 directors Sanjiv Bajaj Chairman is a director not liable to retire by rotation. Out ofthe remaining 2 directors liable to retire by rotation V. Rajagopalan retires by rotationas a director and being eligible offers himself for re-appointment.
Brief details of V. Rajagopalan Director who is seeking re-appointment are given inthe notice of AGM.
(ii) Changes in KMP
Sriram Subbramaniam was appointed as Company Secretary & Compliance Officer of theCompany effective 1 July 2020 in place of N.S. Kulkarni who had superannuated from theservices effective 30 June 2020.
Sriram Subbramaniam also acts as Company Secretary & Compliance Officer of BajajHoldings & Investment Ltd. the holding company.
Declaration given by Independent Directors
The independent directors have submitted a declaration of independence stating thatthey meet the criteria of independence as stipulated under the Act as amended and SEBIListing Regulations. The independent directors have also confirmed compliance with theprovisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules2014 as amended relating to inclusion of their name in the databank of independentdirectors.
The Board took on record the declaration and confirmation submitted by the independentdirectors regarding them meeting the prescribed criteria of independence afterundertaking due assessment of the veracity of the same in terms of the requirements of theSEBI Listing Regulations.
Policy on directors' appointment and remuneration
The salient features of the policy on directors' appointment and remuneration forms apart of the 'Corporate Governance Report'. This policy is on the Company's website at
A copy of the annual return as stipulated under the Act in the prescribed form whichwill be filed with the Registrar of Companies/Ministry of Corporate Affairs within theregulatory timelines is hosted on the Company's website and can be accessed athttps://www.bajajauto.com/MSL-html/html/images/pdf/Maharashtra-Scooters-Limited-46th-AGM-Web-Links.pdf
Number of meetings of the Board
Four meetings of the Board were held during FY2021. Details of the meetings andattendance thereat forms part of the Corporate Governance Report.
Directors' Responsibility Statement
In accordance with the provisions of the Act and based on the information provided bythe Management the directors 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) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitsof the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls were adequate and were operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Particulars of loans guarantees and investments
The Company has not given any loans or provided any security. Full particulars of theinvestments covered under the provisions of the Act made by the Company are detailed inthe Financial Statements attached to this Report.
The paid-up equity share capital as on 31 March 2021 was Rs 1142.86 lakh. 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.
Related party transactions
All contracts/arrangement/transactions entered by the Company during FY2021 withrelated parties were in compliance with the applicable provisions of the Act and SEBIListing Regulations. Prior omnibus approval of the Audit Committee is obtained for allrelated party transactions which are of foreseen and repetitive in nature. Pursuant to thesaid omnibus approval details of transactions entered into is also reviewed by the AuditCommittee on a quarterly basis.
All related party transactions entered during FY2021 were on arm's length basis and inthe ordinary course of business of the Company under the Act and not material under theSEBI Listing Regulations. None of the transactions required members' prior approval underthe Act or SEBI Listing Regulations.
Details of transactions with related parties during FY2021 are provided in the notes tothe financial statements. There were no material related party transactions requiringdisclosure as per the Act. Hence the prescribed Form AOC-2 does not form a part of thisreport.
The Company has formulated a policy on materiality of related party transactions and ondealing with related party transactions including clear threshold limits duly approved bythe Board. The Board has reviewed the policy and has not recommended any change either tothe policy or prescribed threshold. The policy is available on the website of the Companyat https://www.bajajauto.com/MSL-html/html/images/pdf/Maharashtra-Scooters-Limited-46th-AGM-Web-Links.pdf.
Material changes and commitments
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.
Conservation of energy technology absorption foreign exchange earnings and outgo
Details pursuant to Rule 8(3) of the Companies (Accounts) Rules 2014
|Conservation of energy ||The Company continued to maintain the power factor to unity throughout the year. This has helped in availing maximum rebate in electricity bills. Replacement of LED/lamps tubes all over the factory has also contributed to saving in electricity. |
|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 27.39 lakh. |
Risk Management Policy
The Board of directors have adopted a risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may pose significant loss or threat to the Company.
The details of the risk management framework are given in the Corporate GovernanceReport.
Corporate Social Responsibility (CSR)
The Companies Act 2013 as amended now allows a company with CSR spend of up to Rs 50lakh to dispense with the requirement of constituting a CSR Committee and the functions ofthe Committee shall in such cases be discharged by the Board of directors of the Company.Considering the CSR spend of MSL below Rs 50 lakh for the past few years the Board at itsmeeting held on 20 October 2020 disbanded the CSR Committee of the Company. The functionsof the Committee is now being discharged by the Board of directors of the Company.
In terms of the provisions of the Act read with amended Companies (Corporate SocialResponsibility Policy) Rules 2014 the Annual Report on CSR activities under the formatprescribed under Annexure II of the said Rules is annexed to this Report.
In line with the recent amendment to the Act dealing with CSR the Board at itsmeeting held on 28 April 2021 amended the existing Policy. The Policy is uploaded on thewebsite of the Company
The Chief Financial Officer has certified that the funds disbursed have been utilisedfor the purpose and in the manner approved by the Board for FY2021.
Formal annual evaluation
Information on the manner in which formal annual evaluation is made by the Board of itsown performance and that of its Committees Chairperson and individual directors is givenin the annexed 'Corporate Governance Report'.
Significant and material orders
During FY2021 there were no significant or material orders passed by any regulator orcourt or tribunal impacting the going concern status and Company's operations in future.
The Audit Committee comprises of 3 Independent Directors namely Yogesh J. Shah NareshPatni & Lila Poonawalla.
Yogesh J. Shah is the Chairman of the committee.
The brief terms of reference and attendance record of members are given in the'Corporate Governance Report'.
At the beginning of each financial year an audit plan is rolled out after the same hasbeen approved by Audit Committee. The audit plan is aimed at evaluation of the efficacyand adequacy of internal control systems and compliance thereof robustness of internalprocesses policies and accounting procedures compliance with laws and regulations. Basedon the reports of internal audit process owners undertake corrective action in theirrespective areas.
Significant audit observations and corrective actions thereon are presented to theAudit Committee of the Board.
Internal financial controls
The Company has in place adequate financial controls commensurate with its size scaleand complexity of operations with reference to its financial statements. Internalfinancial controls of the Company are also similarly commensurate.
These have been designed to provide reasonable assurance about recording and providingreliable financials information ensuring integrity in conducting business accuracy andcompleteness in maintaining accounting records and prevention and detection of frauds anderrors.
Whistle blower policy/vigil mechanism
The Company has a whistle blower policy encompassing vigil mechanism pursuant to theprovisions of the Act and SEBI Listing Regulations. The Audit Committee reviews thefunctioning of the whistle blower policy. The policy/vigil mechanism enables directors andemployees to report to the management their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct or ethics policy and leak orsuspected leak of unpublished price sensitive information. More details are given in'Corporate Governance Report'.
The whistle blower policy is uploaded on the website of the Company and can be accessedathttps://www.bajajauto.com/MSL-html/html/images/pdf/Maharashtra-Scooters-Limited-46th-AGM-Web-Links.pdf
The financial results of the Company are placed on the Company's website athttps://www.bajajauto.com/MSL-html/html/investors.html#QFR
Details as required under the provisions of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedcontaining inter alia ratio of remuneration of Directors to median remuneration ofemployees and percentage increase in the median remuneration are annexed to this Report.
Details as required under the provisions of the Act read with rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedwhich form part of the Directors' Report will be made available to any member by way ofe-mail as per provisions of section 136(1) of the said Act.
The provisions of section 148 of the Act are not applicable to the Company.Accordingly there is no requirement of maintenance of cost records as specified undersub-section (1) of section 148 of the Act.
The Company has a policy on prevention of sexual harassment at the workplace. There wasno case reported during the year under review under the said Policy. Further there wereno women employees employed during FY2021.
There was no change in the nature of business of the Company during FY2021.
In terms of SEBI 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 the Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for FY2021. A declaration to this effect signed by the Chief ExecutiveOfficer of the Company is contained in this Annual Report.
The Chief Executive Officer and the Chief Financial Officer have certified to the Boardwith regard to the financial statements and other matters as required under SEBI ListingRegulations.
Certificate from the statutory auditors of the Company regarding compliance ofconditions of corporate governance is annexed to this Report.
Business Responsibility Report
Pursuant to the provisions of the SEBI Listing Regulations the Company is required togive Business Responsibility Report ('BRR') in the Annual Report.
The BRR for FY2021 has been placed on the Company's website at
Secretarial Standards of ICSI
The Company has complied with the requirements prescribed under the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) readwith the MCA Circulars granting exemptions in view of the COVID-19 pandemic.
Towards the end of March 2020 the Prime Minister announced a Nationwide Lockdown inview of the heightened concern over the spread of Corona Virus ('COVID-19') which hadadversely affected all the industrial operations.
In line with the lockdowns announced by the Central Government all offices of theCompany were closed from 23 March 2020 providing 'Work from Home' facility to employees toensure continuity of operations of the Company.
The said closure(s) have adversely affected the manufacturing operations of theCompany. However the operations of the Company gradually resumed on easing ofrestrictions from the month of July/August 2020 to reach normalcy at the close of theyear.
Your Company has seen a better than expected recovery in such short span of time. Thedynamic and evolving nature of the pandemic with its resurgence (second wave) at the closeof the year once again creates uncertainty including economic impact with focus onbreaking the chain of spread and savings lives. Hopefully the outreach of vaccinationdrives across the country additional efforts to set up medical infrastructure and procurerequired medical supplies in addition to continued adherence to COVID-19 specificprotocols will help in overcoming this testing situation.
Further measures by regulators and governments if any could affect the operations ofthe Company.
Statutory Auditor and Auditors' Report
Pursuant to the provisions of the Act the members at the Annual General Meeting of theCompany held on 18 July 2017 had appointed Kirtane & Pandit LLP Chartered Accountants(Firm Registration No.105215W/W100057) as statutory auditors of the Company from theconclusion of 42nd Annual General Meeting till the conclusion of 47th Annual GeneralMeeting covering a term of five consecutive years.
The statutory audit report for FY2021 does not contain any qualification reservationor adverse remark or disclaimer made by statutory auditor.
Secretarial Auditor and Auditors' Report
Pursuant to the provisions of the Act and Rules made thereunder the Company hasre-appointed Shyamprasad D Limaye Practising Company Secretary (FCS No. 1587 CP No.572) to undertake the secretarial audit of the Company.
Secretarial audit report for FY2021 as issued by him in the prescribed form MR-3 isannexed to this Report.
The secretarial audit report for FY2021 does not contain any qualification reservationor adverse 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 FY2021 is being submitted to stockexchanges. There are no observations reservations or qualifications in the said report.
The auditors i.e. statutory auditors and secretarial auditors have not reported anymatter under section 143(12) of the Act and therefore no details are required to bedisclosed under section 134(3)(ca) of the Act.
During the year under review the industrial relations remained cordial.
|On behalf of the Board of Directors |
|Sanjiv Bajaj |
|Pune : 28 April 2021 |