Dear Members,
The Directors are pleased to present the Company's 84th Annual Report and the Company's
audited financial statements for the financial year ended March 31,2023.
FINANCIAL RESULTS
The highlights of the Standalone Financial Results are as under:
|
(Rs. in crore, except for EPS) |
Particulars |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations & Other Income |
5,500.73 |
4,860.61 |
Gross Profit before Finance Cost and Depreciation |
440.85 |
323.55 |
Less: Finance Cost |
47.70 |
68.67 |
Less: Depreciation |
75.42 |
63.04 |
Profit/(Loss) before Exceptional Items and Tax |
317.73 |
191.84 |
Exceptional Items |
0.00 |
(13.23) |
Profit/(Loss) before Taxes |
317.73 |
178.61 |
Less: Provision for Tax expenses |
87.22 |
41.83 |
Profit/(Loss) after Tax |
230.51 |
136.79 |
Add: Other Comprehensive Income |
1.76 |
5.84 |
Add: Balance in Profit & Loss Account |
- |
- |
Add: Transferred to retained earnings for vested cancelled options |
0.64 |
0.35 |
Amount transferred to General Reserves |
- |
- |
Amount transferred from Debenture Redemption Reserve |
- |
37.50 |
Dividend Paid |
(34.47) |
- |
Balance available for appropriation |
814.52 |
615.77 |
Basic EPS (Rs.) |
20.05 |
11.93 |
Diluted EPS (Rs.) |
20.01 |
11.88 |
The highlights of the Consolidated Financial Results are as under:
|
( Rs. in crc |
>re, except for EPS) |
Particulars |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations & Other Income |
5,505.11 |
4,881.35 |
Profit/(Loss) before Exceptional Items and Tax |
303.42 |
179.51 |
Exceptional Items |
- |
(13.23) |
Profit/(Loss) before Taxes |
303.42 |
166.28 |
Share of Profit/(Loss) of subsidiaries, associates & joint
ventures |
- |
- |
Profit/(Loss) before Taxes |
303.42 |
166.28 |
Less: Provision for Tax expenses |
87.23 |
41.88 |
Profit/(Loss) for the period |
216.19 |
124.41 |
Basic EPS (Rs.) |
18.80 |
10.85 |
Diluted EPS (Rs.) |
18.77 |
10.81 |
Return on Net Worth, Return on Capital Employed and EPS for the financial year ended
March 31,2023, and for the last four financial years, are given below:
Particulars |
1 FY 2022-23 |
FY 2021-22 |
FY 2020-21 |
FY 2019-20 |
FY 2018-19 |
|
|
|
|
|
Return on Net Worth (%) |
12.44 |
9.06 |
12.31 |
(0.01) |
15.50 |
Return on Capital Employed (%) |
19.53 |
14.01 |
13.85 |
8.20 |
14.13 |
Basic EPS (after exceptional items) (Rs.) |
20.05 |
13.38 |
16.08 |
(0.01) |
16.34 |
The financial results of the Company are elaborated in the Management Discussion and
Analysis Report, which forms part of the Annual Report.
STATE OF COMPANY AFFAIRS / OPERATIONS
During the financial year 2022-23:
Revenue from operations on standalone basis increased to Rs.5,417.41 crore as
against Rs.4,788.19 crore in the previous year - a growth of 13.1%.
Revenue from Consumer Product Segment increased by 14% to Rs.3,752.39 crore.
Revenue from EPC Segment increased by 29.5% to Rs.540.02 crore.
Cost of goods sold as a percentage to revenue from operations decreased to 69.6%
as against 71.3% in the previous year.
Employee cost as a percentage to revenue from operations decreased to 7.7% (
Rs.419.09 crore) as against 8.3% ( Rs. 395.44 crore) in the previous year.
Other expense as a percentage to revenue from operations increased to 16.1% (
Rs. 872.45 crore) as against 15.2% ( Rs.728.27 crore) in the previous year.
The Profit after Tax for the current year is Rs. 230.51 crore as against
Rs.136.79 crore in the previous year - a growth of 68.5%.
On a consolidated basis, the group achieved revenue of Rs.5,429.26 crore as
against Rs. 4,813.01 crore - a growth of 12.8%. Net profit for the group for the current
year is Rs.21 6.19 crore as against Rs. 128.52 crore in the previous year - a growth of
68.2%.
As at March 31, 2023, the gross property, plant and equipment, investment property and
other intangible assets including leased assets, stood at Rs. 903.50 crore and the net
property, plant and equipment, investment property and other intangible assets, including
leased assets, at Rs. 589.91 crore. Capital Expenditure during the year amounted to
Rs.83.27 crore ( Rs.72.60 crore in the previous year).
The Company's cash and cash equivalent as at March 31, 2023 was Rs.340.47 crore. The
Company manages cash and cash flow processes assiduously, involving all parts of the
business. 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.
Foreign Exchange transactions are partly covered and there are no materially
significant uncovered exchange rate risks in the context of Company's imports and exports.
The Company accounts for mark- to-market gains or losses every quarter end, are in line
with the requirements of Ind AS 21.
During the year under review, there has been no change in the nature of business of the
Company.
Detailed information on the operations of the different business segments of the
Company are covered in the Management Discussion and Analysis Report, which forms part of
the Annual Report.
TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserves during the current
financial year.
DIVIDEND & DIVIDEND DISTRIBUTION POLICY
Your Directors are pleased to recommend a dividend of 200% ( Rs.4.00) on 11,50,75,638
equity shares of Rs.2 each for the financial year 2022-23. The amount of dividend
aggregates to Rs.46.03 crore (previous year Rs.34.46 crore). The dividend on equity
shares, subject to the approval of the Members at the Annual General Meeting
("AGM") to be held on August 10, 2023, will be paid on or after August 14, 2023
to the Members whose names appear in the Register of Members as of the close of business
hours on July 28, 2023: and, in respect of shares held in dematerialised form, it will be
paid to Members whose names are furnished by Depositories, as beneficial owners as of the
close of business hours on that date. Shares that may be allotted on exercise of stock
options granted under the Employee Stock
Option Scheme before the book closure date for payment of dividend will rank pari-passu
with the existing shares and be entitled to receive the dividend. The Board of Directors,
at its meeting held on May 1 7, 2022, had last amended the Dividend Distribution Policy of
the Company. In terms of the amendment, and subject to the parameters/circumstances given
in the said revised Dividend Distribution Policy, the Board would endeavor to maintain a
dividend pay-out in the range of 20-40% of the Company's Profit After Tax on standalone
financials. The revised Dividend Distribution Policy containing the requirements mentioned
in Regulation 43A of the SEBI Listing Regulations is attached as Annexure A and
forms part of this Report. This Policy can also be accessed on the Company's website at:
https://www.baiaielectricals.com/media/7301 /dividend-distribution-policv.pdf.
SHARE CAPITAL
The paid-up equity share capital of the Company as on March 31, 2023 was Rs. 23.02
crore. The increase in number of shares during the year is on account of (i) allotment of
19 equity shares of Rs. 2 each to the shareholders of Starlite Lighting Limited
("Transferor Company") pursuant to the Scheme of Merger by Absorption of the
Transferor Company into the Company and their respective shareholders: and (ii) allotment
of 2,01,505 equity shares of Rs. 2 each to the employees upon their exercise of stock
options. These shares were included, on weighted average basis, for the computation of
EPS. The Company has not issued shares with differential voting rights. No disclosure is
required under Section 67(3) (c) of the Companies Act, 2013 ("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.
The equity shares of the Company continue to remain listed on BSE Limited and National
Stock Exchange of India Limited (collectively "Stock Exchanges"). The listing
fees for financial year 2023-24 have been paid to the Stock Exchanges.
DEPOSITORY SYSTEM
The Company's shares are compulsorily tradable in electronic form. As on March 31,
2023, 99.65% of the Company's total paid up capital representing 11,46,68,943 equity
shares are in dematerialised form.
In light of the provisions of Regulation 40 of the SEBI Listing Regulations, read with
a Circular No. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, as issued
by the Securities and Exchange Board of India ("SEBI"), Members may please note
that the transfer of shares will be in dematerialised form only. In view of the above and
to avail advantages offered by the Depository system as well as to avoid frauds, Members
holding shares in physical mode are advised to avail the facility of dematerialisation
from either of the Depositories viz. National Securities Depository Limited and Central
Depository Services (India) Limited.
DEPOSITS
During the year under review, the Company has not accepted any deposits covered under
Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of
details relating to deposits.
CREDIT RATING
The below table depicts Company's credit ratings profile in a nutshell:
Instrument |
Rating Agency |
Rating |
Short Term Debt |
CRISIL Ratings Limited |
CRISIL A1 + |
Bank Loan Facilities (long-term) |
CRISIL Ratings Limited |
CRISIL A+/Watch Positive |
Bank Loan Facilities (short-term) |
CRISIL Ratings Limited |
CRISIL At + |
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and SEBI Listing Regulations, the Company has
formulated a Policy on Materiality of Related Party Transactions which is also available
on the Company's website at:
https://www.baiaielectricals.com/media/7307/policv-on-materialitv-of-dealina-with-related-partv-
transactions.pdf. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and its Related
Parties.
All transactions entered with related parties for the year under review were in
ordinary course of business and at arm's length basis. No Material related party
transactions i.e., transactions exceeding Rs. 1,000 crore or 10% of the annual
consolidated turnover whichever is less, as per the last audited financial statements,
were entered during the year by the Company. Accordingly, the disclosure of related party
transactions as reguired under Section 134(3)(h) of the Act, in Form AOC-2 is not
applicable. Further, there are no material related
party transactions during the year under review with the Promoters, Directors, or Key
Managerial Personnel, which may have a potential conflict with the interest of the Company
at large.
The related party transactions are mentioned in the notes to the accounts. The
Directors draw attention of the members to Note No. 38 to the standalone financial
statements which sets out related party disclosure.
Pursuant to the provisions of Regulation 34(3) read with clause 2 of Part A of Schedule
V of the SEBI Listing Regulations, the listed entity shall make disclosures in respect of
loans and advances in compliance with the Accounting Standard on Related Party
Disclosures. The required disclosure is as under:
|
|
|
(Amount: Rs. in crore) |
Name |
Category |
Balance of loans and advances as on March 31, 2023* |
Maximum outstanding during the year* |
Nirlep Appliances Private Limited ("Nirlep") |
Subsidiary |
93.23 |
93.23 |
Bajel Projects Limited ("Bajel") |
Subsidiary |
- |
- |
Hind Lamps Limited ("Hind Lamps") |
Associate |
- |
- |
* Excluding trade advances.
During the year under review, the following person(s) or entity(ies) belonging to the
promoter/promoter group held 10% or more shares in the paid-up equity shqre cqpitql of the
Company:
Name of the person/entity |
Shareholding (%) |
Jamnalal Sons Private Limited |
19.59 |
Bajaj Holdings and Investment Limited |
16.63 |
Disclosures of transactions pursuant to the provisions of Regulations 34(3) read with
clause 2A of Part A of Schedule V of the SEBI Listing Regulations is attached as Annexure
B and forms part of this Report.
PARTICULARS OF LOANS AND ADVANCES, GUARANTEES OR INVESTMENTS
Pursuant to the provisions of Section 186 of the Act and the rules framed thereunder,
the particulars of the loans given, investments made or guarantees given or security
provided are given in the Notes to the standalone financial statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators/courts/tribunal
which would impact the going concern status of the Company and its operations in the
future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE
TILL THE DATE OF THIS REPORT
There are no material changes and commitments, affecting the financial position of the
Company, which has occurred between the end of the financial year for the Company i.e.,
March 31,2023, and the date of this Board's Report i.e., May 23, 2023.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
No application has been made under the Insolvency and Bankruptcy Code against the
Company; hence the requirement to disclose the details of application made or any
proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the
year along with their status as at the end of the financial year is not applicable.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF
During the year under review, there was no instance of one-time settlement with banks
or financial institutions; hence the requirement to disclose the details of difference
between amount of the valuation done at the time of onetime settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable.
SCHEME OF ARRANGEMENTS UNDER SECTIONS 230-232 OF THE ACT
Scheme of Merger by Absorption of Starlite Lighting Limited with Bajaj
Electricals Limited and their respective shareholders:
The Board of Directors of the Company, at its meeting held on May 25,2021, had
considered and approved the Scheme of Merger by Absorption of Starlite Lighting Limited
with Bajaj Electricals Limited and their respective shareholders under Sections 230 to 232
and other applicable provisions of the Act ("SLL Merger Scheme").
The Elon'ble National Company Law Tribunal, Mumbai Bench, vide its order dated August
25, 2022 approved the said SLL Merger Scheme whereby and where under inter-alia the
Transferor Company was merged with the Company with effect from September 30, 2022.
Scheme of Merger by Absorption of Nirlep Appliances Private Limited with Bajaj
Electricals Limited and their respective shareholders:
The Board of Directors of the Company, at its meeting held on September 29, 2022, has
considered and approved the Scheme of Merger by Absorption of Nirlep Appliances Private
Limited with Bajaj Electricals Limited and their respective shareholders under Sections
230 to 232 and other applicable provisions of the Act ("Nirlep Merger Scheme").
The Nirlep Merger Scheme is subject to the necessary statutory and regulatory approvals
including the approvals of Hon'ble National Company Law Tribunal, the shareholders and
creditors of each of the companies.
Scheme of Arrangement between Bajaj Electricals Limited and Bajel Projects
Limited and their respective shareholders:
The Board of Directors of the Company, at its meeting held on February 8, 2022, had
considered and approved the Scheme of Arrangement between Bajaj Electricals Limited
("Company") and Bajel Projects Limited ("Bajel") and their respective
shareholders under Sections 230 to 232 of Act ("Demerger Scheme") involving the
transfer by way of demerger of the Demerged Undertaking (as defined in the Demerger
Scheme) consisting of Power Transmission and Power Distribution Business (as defined in
the Demerger Scheme) of the Company into Bajel and consequent issue of equity shares by
Bajel to the shareholders of the Company. The equity shares of Bajel shall be listed on
the Stock Exchanges, post the effectiveness of the Scheme. The shareholders of the Company
will be issued equity shares in Bajel in the same proportion as their holding in the
Company.
During the year under review, the Demerger Scheme was approved by the shareholders of
the Company at their National Company Law Tribunal convened meeting of the Equity
Shareholders held on March 2, 2023, through Video Conferencing / Other Audio-Visual Means.
The Demerger Scheme is subject to the necessary statutory and regulatory approvals
including the approval of Elon'ble National Company Law Tribunal.
CORPORATE SOCIAL RESPONSIBILITY
The Company is having a Policy on Corporate Social Responsibility ("CSR") and
has constituted a CSR Committee as required under the Act for implementing various CSR
activities. The CSR Committee comprised of Mr. Shekhar Bajaj, as the Chairman of the
Committee, and Dr. (Mrs.) Indu Shahani and Dr. Rajendra Prasad Singh, as the members of
the Committee. The CSR policy is available on the website of the Company at:
https://www.baiaielectricals.com/media/7071 / corporate-social-responsibilitv-policv.pdf.
Other details about the CSR Committee are provided in Corporate Governance Report which
forms part of this Report. The Company has implemented various CSR projects directly
and/or through implementing partners and the said projects undertaken by the Company are
in accordance with its CSR Policy and Schedule VII to the Act. Report on CSR activities as
required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as
amended, is given in Annexure C, which forms part of this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In compliance with Regulation 34 of the Listing Regulations, a separate report on the
Business Responsibility and Sustainability Report, forms an integral part of this Annual
Report.
CORPORATE GOVERNANCE
Maintaining high standards of Corporate Governance has been fundamental to the business
of the Company since its inception. As per Regulation 34(3) read with Schedule V of the
SEBI Listing Regulations, a separate section on corporate governance practices followed by
the Company, together with the following declarations/certifications forms an integral
part of this Corporate Governance Reporting:
a. A declaration signed by Mr. Anuj Poddar, Managing Director & Chief Executive
Officer, stating that the members of board of directors and senior management personnel
have affirmed compliance with the Company's Code of Business Conduct and Ethics:
b. A compliance certificate from the Company's Statutory Auditors confirming compliance
with the conditions of Corporate Governance;
c. A certificate of Non-Disqualification of Directors from the Secretarial Auditor of
the Company; and
d. A certificate of the CEO and CFO of the Company, inter alia, confirming the
correctness of the financial statements and cash flow statements, adequacy of the internal
control measures and reporting of matters to the Audit Committee.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as
required under the
SEBI Listing Regulations is provided in a separate section and forms an integral part
of this Annual Report.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company for the financial year ended March 31,2023 can be accessed at
https://www.baiaielectricals.com/annual-reports/.
VIGIL MECHANISM
The Company has a Whistle Blower Policy to report genuine concerns or grievances about
any poor or unacceptable practice and any event of misconduct and to provide adequate
safeguards against victimisation of persons who may use such mechanism. The Whistle Blower
Policy has been posted on the website of the Company at: https://www.
baiaielectricals.com/media/6129/whistle-blower- policv-viail-mechanism-wef-1
st-april-2019.pdf.
EMPLOYEES STOCK OPTION SCHEME
The Company implemented the Employees Stock Option Scheme ("ESOP Scheme") in
accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014, read with
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEB Regulations") as a measure to reward and motivate
employees as also to attract and retain talent.
During financial year under review, 3,27,500 stock options were granted to the eligible
employees at the marketprice prevailing on the NationalStock Exchange of India Limited as
on the date of their grant. Details of the shares issued under ESOP Scheme, as also the
disclosures in compliance with SEBI SBEB Regulations is uploaded on the website of the
Company www. baiaielectricals. com, which forms part of 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. The issuance of equity shares pursuant to exercise of
stock options 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 obtained a Certificate from the Secretarial Auditors stating that ESOP
Scheme has been implemented in accordance with the SEBI SBEB Regulations. The said
Certificate will be made available for inspection through electronic mode by writing to
the Company at leaal@baiaielectricals.com from the date of circulation of the AGM Notice
till the date of the AGM i.e., August 10, 2023.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
As on March 31, 2023, your Company has two (2) subsidiaries and one (1) associate.
During the year under review, with the effectiveness of the Scheme of Merger by Absorption
of Starlite Lighting Limited ("SLL") with the Company and their respective
shareholders, SLL ceased to be a subsidiary of the Company, with effect from September 30,
2022.
Details of subsidiary/associate companies/joint ventures of the Company
Name |
% of shareholding of the Company as on March 31,2023 |
Status |
Nirlep Appliances Private Limited ("Nirlep") |
100.00 |
Subsidiary |
Bajel Projects Limited ("Bajel") |
100.00 |
Subsidiary |
Hind Lamps Limited ("Hind Lamps") |
19.00 |
Associate |
Performance of Subsidiary, Joint Venture and Associate
Nirlep: Total income of Nirlep for the financial year
2022-23 stood at Rs.70.76 crore (Previous Year: Rs.71.17 crore). Loss for the year was
at Rs.10.00 crore (Previous Year Loss: Rs.7.07 crore).
Bajel: Total income of Bajel for the financial year starting from January 19, 2022
(i.e., the date of incorporation of Bajel) to March 31, 2023 was NIL. Loss for the same
period was at Rs.0.21 crore.
Hind Lamps: Total income of Hind Lamps for the financial year 2022-23 stood at
Rs.3.72 crore (Previous Year: Rs.2.82 crore). Profit for the year was at Rs.0.04 crore
(Previous Year Loss: Rs. 0.08 crore).
Pursuant to the provisions of Section 129(3) of the Act, a Report on the performance
and financial position of the subsidiary, associate and joint venture are included in the
Consolidated Financial Statement and their contribution to the overall performance of the
Company in Form AOC-1 is given in Annexure D, which forms part of this Report.
In accordance with the fourth proviso to Section 136(1) of the Act, the Annual Report
of Company, containing therein its Standalone and Consolidated Financial Statements are
available on the Company's website at: https://www.baiaielectricals.com/annual-rePorts/.
Further, as per fifth proviso to the said Section, the annual accounts of the subsidiary,
joint venture and associate of the Company are also available on the Company's website at:
https://www.bajajelectricals. com/annual-reports/. Any member who may be interested in
obtaining a copy of the aforesaid documents may write to the Company Secretary at the
Company's Registered Office. Further, the said documents will be available for examination
by the shareholders of the Company at its Registered Office during all working days except
Saturday, Sunday, Public Holidays and National Holidays, between 11.00 a.m. to 01.00 p.m.
The Policy for Determining Material Subsidiary as approved by the Board may be accessed
on the Company's website at: https://www.baiaielectricals.
com/media/6127/policv-for-determinina-material- subsidiarv-wef-1 st-april-2019.pdf.
FINANCIAL STATEMENTS
The financial statements of the Company for the year ended March 31, 2023, as per
Schedule III to the Act forms part of this Report.
CONSOLIDATED FINANCIAL STATEMENTS
The Directors also present the audited consolidated financial statements incorporating
the duly audited financial statements of the subsidiary, associate and joint venture
prepared in compliance with the Act, applicable Accounting Standards and the SEBI Listing
Regulations and they form part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments/Re-appointments and Director coming up for retirement by rotation
Re-designations and fresh appointments of Mr. Shekhar Bajaj and Mr. Anuj Poddar
During the year under review, the Board of Directors of the Company, on the
recommendation of Nomination and Remuneration Committee, resolved to split the positions
of the Chairman and Managing Director, and considered and approved the following in its
meeting held on August 12, 2022:
a The re-designation and appointment of Mr. Shekhar Bajaj (DIN: 00089358) as an
Executive Chairman, in the category of a whole-time director, with the title as the
"Chairman" of the Company, for a fresh term of five (5) years commencing from
August 12, 2022; and
b. The re-designation and appointment of Mr. Anuj Poddar (DIN: 01908009) as the
"Managing Director and Chief Executive Officer" of the Company, for a fresh term
of five (5) years commencing from August 12, 2022.
The special resolutions pertaining to the above re-designations and appointments were
duly approved by the shareholders of the Company, with requisite majority, on October 12,
2022, by means of Postal Ballot, through remote e-voting only.
Appointment of Mr. Sudarshan Sampathkumar as an Independent Director for a term
of five consecutive years from May 23, 2023
On the recommendation of the Nomination and Remuneration Committee, the Board at its
Meeting held on May 23, 2023, appointed Mr. Sudarshan Sampathkumar (DIN: 01875316) as an
Additional Director on the Board of the Company in the category of Non-Executive &
Independent Director to hold office for a term of 5 (five) consecutive years from May 23,
2023 to May 22, 2028, subject to approval of the shareholders. Mr. Sudarshan Sampathkumar
will hold office as an Additional Director upto the ensuing AGM of the Company to be held
on August 10, 2023 and thereafter, subject to the approval of the Members at the said AGM,
as a Non-Executive Independent Director, not liable to retire by rotation.
The Board recommends appointment of Mr. Sudarshan Sampathkumar for the consideration of
the Members of the Company at the forthcoming AGM. The relevant details including profile
of Mr. Sudarshan Sampathkumar is included separately in the Notice of AGM and Report on
Corporate Governance of the Company, forming part of the Annual Report.
Director coming up for retirement by rotation
In accordance with the provisions of Section 152 of the Act and the Company's Articles
of Association, Mr. Madhur Bajaj (DIN: 00014593) and Mr. Rajiv Bajaj (DIN: 00018262), are
the Directors liable to retire by rotation at the forthcoming AGM and being eligible
offers themselves for re-appointment. The Board recommends re-appointment of Mr. Madhur
Bajaj and Mr. Rajiv Bajaj for the consideration of the Members of the Company at the
forthcoming AGM. The relevant details including profiles of Mr. Madhur Bajaj and Mr. Rajiv
Bajaj are included separately in the Notice of AGM and Report on Corporate Governance of
the Company, forming part of the Annual Report.
As on the date of this Report, the Company's Board comprises of eleven (11) Directors,
out of which, nine (9) are Non-Executive Directors (NEDs) including two (2) Woman
Directors. NEDs represent 81.82% of the total strength. Further, out of the said nine (9)
NEDs, six (6) are independent directors representing 54.55% of the total strength of the
Board. The composition of the Board is in conformity with Regulation 17 of the SEBI
Listing Regulations and also with the provisions of the Act.
Independent Directors
All Independent Directors of the Company have given declarations under Section 149(7)
of the Act that they meet the criteria of independence as laid down under Section 149(6)
of the Act and Regulation 16(1) (b) and other applicable provisions of the SEBI Listing
Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent
Directors have confirmed thattheyare notaware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence.
The Independent Directors hold office for a fixed term of five years and are not liable
to retire by rotation. All Independent Directors of the Company have valid registration in
the Independent Director's databank of Indian Institute of Corporate Affairs as required
under Rule 6(1) of the Companies (Appointment and Qualification of Director) Fifth
Amendment Rules, 2019. In the opinion of the Board, the Independent Directors, fulfil the
conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b)
and other applicable provisions of the SEBI Listing Regulations.
The terms and conditions of appointment of the Independent Directors are placed on the
website of the Company at: https://www.bajajelectricals.com/ media/6937/letter-of-appoin
tmen t-to-independen t- directors.pdf.
In compliance with the requirement of SEBI Listing 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
familiarisation programme are explained in the Corporate Governance Report and the same
are also available on the website of the Company at: https://www.
baiaielectricals.com/media/731 7/familiarisation-
proarammes-for-independent-directors-for-financial- vear-ended-march-31-2022.pdf.
Key Managerial Personnel
During the year under review, there has been a change in the key managerial personnel
of the Company. Mr. Anuj Poddar has been designated as one of the key managerial personnel
in place of Mr. Shekhar Bajaj, following his re-designation and appointment as the
"Managing Director and Chief Executive Officer" of the Company, effective from
August 12, 2022.
As on March 31, 2023, the Board has designated Mr. Anuj Poddar, Managing Director &
Chief Executive Officer, Mr. E C Prasad, Chief Financial Officer, and Mr. Ajay Nagle,
Company Secretary & Chief Compliance Officer, as Key Managerial Personnel of the
Company, pursuant to the provisions of Sections 2(51) and 203 of the Act, read with the
Rules framed thereunder.
None of the Key Managerial Personnel of the Company has resigned during the year under
review.
Further, the Board of Directors of the Company, at its meeting held on May 23, 2023,
has:
a. Taken on record the cessation of Mr. Ajay Nagle, Company Secretary & Chief
Compliance Officer and Key Managerial Personnel of the Company, with effect from the close
of business hours on June 30, 2023, since he would be taking up higher responsibilities
within the group: and
b. Considered and approved the appointment of Mr. Prashant Dalvi, the existing Vertical
Head - Corporate Secretarial & Compliance of the Company, as the new Company Secretary
& Chief Compliance Officer and Key Managerial Personnel of the Company with effect
from the start of business hours on July 1,2023.
NUMBER OF MEETINGS OF THE BOARD
Six (6) Board meetings were held during the financial year 2022-23. The intervening gap
between the meetings was within the period prescribed under the Act and SEBI Listing
Regulations. The details of meetings of the Board held during the financial year 2022-23
forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD
As on March 31, 2023, the Board of Directors had the following Committees:
a. Audit Committee;
b. Nomination and Remuneration Committee:
c. Stakeholders' Relationship Committee:
d. Risk Management Committee:
e. Corporate Social Responsibility Committee:
f. Finance Committee: and
g. Committee of Independent Directors.
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report which forms
part of this Annual Report.
BOARD EVALUATION
Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has
carried out the annual performance evaluation of the Directors individually as well as
evaluation of the working of the Board and
of the Committees of the Board, by way of individual and collective feedback from
Directors. The manner in which the evaluation was conducted by the Company and evaluation
criteria has been explained in the Corporate Governance Report which forms part of this
Annual Report.
The Board of Directors has expressed its satisfaction with the evaluation process.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board of Directors has framed a Nomination and Remuneration Policy which lays down
a framework in relation to appointment and remuneration of Directors, Key Managerial
Personnel, Senior Management and other employees of the Company ("Policy"). The
Policy broadly lays down the guiding principles, philosophy and the basis for payment of
remuneration to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management and other employees. The Policy
also provides for the Board Diversity, the criteria for determining qualifications,
positive attributes and independence of Director and criteria for appointment of Key
Managerial Personnel/Senior Management and performance evaluation which are considered by
the Nomination and Remuneration Committee and the Board of Directors whilst taking a
decision on the potential candidates.
The above Policy is given in Annexure E, which forms part of this Report, and
has also been posted on the website of the Company at: https://www.
baiaielectricals.com/media/6722/nomination-and- remuneration-policv.pdf.
RISK AND INTERNAL CONTROLS ADEQUACY
The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. These are routinely tested and certified by
Statutory as well as Internal Auditors and cover all offices, factories and key business
areas. Significant audit observations and follow up actions thereon are reported to the
Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's
internal control environment and monitors the implementation of audit recommendations,
including those relating to strengthening of the Company's risk management policies and
systems.
Based on the report of the Statutory Auditors, the internal financial controls with
reference to the standalone financial statements were adequate and operating effectively.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
REPORTING OF FRAUD
There was no instance of fraud reported during the year under review, which required
the Statutory Auditors, Cost Auditor or Secretarial Auditor to report the same to the
Audit Committee of the Company under Section 143(12) of the Act and Rules framed
thereunder.
RISK MANAGEMENT
The Company has formulated a risk management policy and has in place a mechanism to
inform the Board about risk assessment and minimisation procedures along with a periodical
review to ensure that executive management controls risk by means of a properly designed
framework.
The Risk Management Framework is reviewed periodically by the Risk Management
Committee, which includes discussing the Management submissions on risks, prioritising key
risks and approving action plans to mitigate such risks.
Detailed discussion on risk management forms part of the Management Discussion and
Analysis, which forms part of this Integrated Annual Report. At present, in the opinion of
the Board of Directors, there are no risks which may threaten the existence of the Company
AUDIT COMMITTEE
The Audit Committee comprises of three Directors viz. Mr. Shailesh Haribhakti as the
Chairman of the Committee, and Dr. (Mrs.) Indu Shahani, and Dr. Rajendra Prasad Singh, as
the members of the Committee.
During the year under review all the recommendations of the Audit Committee were
accepted by the Board. Details of the role and responsibilities of the Audit Committee,
the particulars of meetings held, and attendance of the Members at such Meetings are given
in the Report on Corporate Governance, which forms part of the Annual Report.
AUDITORS AND AUDITOR'S REPORT
Statutory Auditors
The Members at their 83rd Annual General Meeting ("83rd AGM") of the Company
held on August 12, 2022, had appointed Messrs S R B C & Co. LLP, Chartered Accountants
(ICAI Registration NO.324982E/E300003) as the Statutory Auditors of the Company to hold
office for a second term of five years i.e. from the conclusion of 83rd AGM till the
conclusion of 88th Annual General Meeting of the Company to be held in 2027.
The Auditors' Report on the financial statements forms part of this Annual Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.
Cost Auditors
Pursuant to the provisions of Section 148 of the Act read with the Rules framed
thereunder, the cost audit records maintained by the Company in respect of its
manufacturing activities are required to be audited. Messrs R. Nanabhoy & Co. (Firm
Registration No.000010), Cost Accountants carried out the cost audit for applicable
businesses during the year.
Based on the recommendation of the Audit Committee, the Board of Directors has
appointed Messrs R. Nanabhoy & Co. (Firm Registration No.000010), Cost Accountants as
the Cost Auditors for the financial year 2023-24. The Company has received a certificate
from Messrs R. Nanabhoy & Co., confirming that they are not disqualified from being
appointed as the Cost Auditors of the Company.
The remuneration payable to the Cost Auditors is required to be placed before the
members in the general meeting for their ratification. Accordingly, a resolution seeking
members' ratification for the remuneration payable to Messrs R. Nanabhoy & Co., Cost
Accountants, is included at Item No.5 of the Notice of the ensuing AGM.
The particulars of the Cost Auditors and cost audit conducted by them for financial
year 2021-22 are furnished below:
ICWA Membership No. |
7464 |
Registration No. of Firm |
000010 |
Address |
Jer Mansion, 70, August |
|
Kranti Marg, Mumbai 400036. |
Cost Audit Report |
Financial year 2021-22 |
Due date of filing of Report |
September 30, 2022 |
Actual date of filing of Report |
September 7, 2022 |
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules,
2014, the Company is required to maintain cost records and accordingly, such accounts and
records are maintained.
Secretarial Auditors
The Board had appointed Messrs Anant B. Khamankar & Co., Practicing Company
Secretaries (Membership No. FCS 3198: CP No. 1860) as the Secretarial Auditors to conduct
the secretarial audit of the Company for the financial year ended March 31, 2023, as per
the provisions of Section 204 of the Act read with Rules framed thereunder. The
Secretarial Audit Report in Form MR-3 is given as Annexure F and forms part of this
Report. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remark or disclaimer.
Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with
SEBI Circulars issued in this regard, the Company has undertaken an audit for the
financial year 2022-23 for all applicable compliances as per SEBI Regulations and
Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly
signed by Messrs Anant B. Khamankar & Co., Practicing Company Secretaries (Membership
No. FCS 3198; CP No. 1860) has been submitted to the Stock Exchanges within 60 days of the
end of the Financial Year.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Transfer of Unpaid/Unclaimed Dividend to Investor Education and Protection Fund
Pursuant to the provisions of Sections 124 and 125 of the Act read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), as amended, unpaid and/ or unclaimed dividend of Rs.
93,75,78 pertaining to the financial year ended on March 31, 2015, were transferred during
the year to the Investor Education and Protection Fund ("IEPF").
Transfer of shares to IEPF
Pursuant to the provisions of Section 124 of the Act read with the IEPF Rules, 8,67
Rs.equity shares of face value of Rs. 2/- each, in respect of which dividend was not paid
or claimed by the members for seven consecutive years or more, have been transferred by
the Company to IEPF during the year. Details of shares transferred have been uploaded
on the website of IEPF as well as the Company.
CONSERVATION OF ENERGY, 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 G which forms
part of this Report.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication shown by its
employees in all areas of its business. The Company considers people as its biggest assets
and hence has put in conceited efforts in talent management and succession planning
practices, strong performance management and learning, coupled with training initiatives
to ensure that it consistently develops inspiring, strong and credible leadership. Apart
from continued investment in skill and leadership development of its people, the Company
has also focused on employee engagement initiatives and drives aimed at increasing the
culture of innovation and collaboration across all strata of the workforce. These are
discussed in detail in the Management Discussion and Analysis Report forming part of the
Annual Report.
The relations with the employees of the Company have continued to remain cordial.
KEY INITIATIVES WITH RESPECT TO STAKEHOLDER RELATIONSHIP, CUSTOMER RELATIONSHIP,
ENVIRONMENT, SUSTAINABILITY, HEALTH, SAFETY AND WELFARE OF EMPLOYEES
The key initiatives taken by the Company with respect to stakeholder relationship,
customer relationship, environment, sustainability, health and safety are provided
separately under various Capitals in this Integrated Annual Report.
The Environment, Health and Safety Policy and Human Rights Policy are available on the
website of the Company at www.baiaielectricals.com.
PROTECTION OF WOMEN AT WORKPLACE
In order to comply with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder ("POSH
Act"), the Company has formulated and implemented a policy on prevention, prohibition
and redressal of complaints related to sexual harassment of women at the workplace. All
women employees either permanent, temporary or contractual are covered under the above
policy. The said policy has been uploaded on the internal portal of the Company for
information of all employees. This has been widely disseminated. An Internal Complaint
Committee (ICC) has been set up in compliance with the said provisions.
Number of cases filed and their disposal under Section 22 of the POSH Act, as at March
31,2023, is as follows:
Particulars |
Numbers |
Number of complaints pending as on the beginning of the financial year |
Nil |
Number of complaints filed during the financial year |
2 |
Number of complaints pending as on the end of the financial year |
Nil |
PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration and other details as required in terms of the
provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure H, which
forms part of this Report.
Further, in accordance with the provisions of Sections 197(12) & 136(1) of the Act
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the list pertaining to the names and other particulars of employees drawing
remuneration in excess of the limits set out in the aforesaid Rules, is kept open for
inspection during working hours at the Registered Office of the Company and the Report
& Accounts as set out therein are being sent to all the Members of the Company. Any
Member, who is interested in obtaining these, may write to the Company Secretary at the
Registered Office of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that:
a. in the preparation of the Annual Accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any:
b. they 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 at the end of the financial year and of the
profit of the Company for that period:
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting frauds 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 and
that such internal financial controls are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
OTHER DISCLOSURES / CONFIRMATIONS
a. Neither the Chairman nor the Managing Director & Chief Executive Officer of the
Company received any remuneration or commission from any of the subsidiaries of the
Company.
b. The Company has not issued any sweat equity shares to its directors or employees.
c. The Company has not failed to implement any corporate action during the year under
review.
d. The disclosure pertaining to explanation for any deviation or variation in
connection with certain terms of a public issue, rights issue, preferential issue, etc. is
not applicable to the Company.
e. The Company's securities were not suspended during the year under review.
f. There was no revision of financial statements and Board's Report of the Company
during the year under review.
APPRECIATION AND ACKNOWLEDGEMENT
The Directors place on record their deep appreciation to employees at all levels for
their hard work, dedication and commitment, which is vital in achieving the overall growth
of the Company.
The Board places on record its appreciation for the support and co-operation the
Company has been receiving from its suppliers, distributors, business partners and others
associated with it as its trading partners. The Company looks upon them as partners in its
progress and has shared with them the rewards of growth. It will be the Company's
endeavour to build and nurture strong links with the trade based on mutuality of benefits,
respect for and co-operation with each other, consistent with consumer interests. The
Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks,
Government Regulatory Authorities and Stock Exchanges, for their continued support.
ANNEXURES
a. Dividend Distribution Policy - Annexure A;
b. Disclosures of transactions pursuant to the provisions of Regulation 34(3) read with
clause 2A of Part A of Schedule V of the SEBI Listing Regulations - Annexure B;
c. Annual Report on CSR Activities - Annexure C;
d. Statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures - Annexure D;
e. Nomination and Remuneration Policy of the Company-Annexure E;
f. Secretarial Audit Report - Annexure F;
g. Report on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo - Annexure G; and
h. Disclosures under Section 197(12) of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 - Annexure H.
|
For and on behalf of the Board of Directors of |
|
Bajaj Electricals Limited |
|
Shekhar Bajaj |
Mumbai |
Chairman |
May 23, 2023 |
DIN: 00089358 |
10.3. The Corporate Governance Report shall also include detailed reasons for the
resignation of any independent director who resigns before the expiry of his or her tenure
along with a confirmation by such director that there are no other material reasons other
than those provided.
10.4. This policy shall be uploaded on the website of the Company i.e.
www.baiaielectricals.com.
10.5. The salient features of this policy and any changes made therein in brief along
with a weblink to the policy shall be provided in the Board's Report.
11. LIMITATION AND AMENDMENT
11.1. In the event of any conflict between the provisions of this policy and the Act or
SEBI LODR Regulations or any other statutory requirements, rules regulations, enactments,
the provisions of such Act or SEBI LODR Regulations or any other statutory requirements,
rules, regulations, enactments, the provisions shall prevail over this policy.
11.2. Any subsequent amendment/modification in SEBI LODR Regulations, Act and/ or
applicable laws in this regard shall automatically apply to this policy.
|
Shekhar Bajaj |
Mumbai, May 23, 2023 |
Chairman |
|