Dear Members,
Your Directors are pleased to present the 63 Annual Report along with the Audited
Financial Statements of
your Company for the financial year (FY) ended March 31, 2024 (FY
2023-24/FY 2024).
FINANCIAL HIGHLIGHTS
The Company's Financial Performance (Standalone & Consolidated) for the FY 2023-24
is summarized below;
Particulars |
Standalone |
Consolidated |
|
31.03.2024 |
31.03.2023 |
31.03.2024 |
31.03.2023 |
Net Revenue from Operation (Including Other Income) |
50,837.28 |
50,384.15 |
56,660.56 |
56,354.84 |
Less: Expenditure |
44,404.59 |
42.841.53 |
48,700.02 |
47,411.54 |
Operating Profit (PBIDT) |
8,046.58 |
9,217.56 |
9,614.64 |
10,649.59 |
Less : Interest |
464.57 |
721.82 |
464.57 |
721.82 |
Depreciation |
1,149.33 |
953.12 |
1,189.53 |
984.47 |
Profit before Tax & Exceptional item |
6,432.68 |
7,542.62 |
7,960.54 |
8,943.30 |
Add : Exceptional Item |
- |
456.35 |
- |
456.35 |
Profit / Loss Before Tax |
6,432.68 |
7,998.97 |
7,960.54 |
9,399.65 |
Provision for Taxation: |
|
|
|
|
Current Year : |
1,630.76 |
1,975.00 |
2,007.99 |
2,313.15 |
Deferred Tax : |
51.44 |
336.29 |
51.04 |
336.00 |
Profit/Loss for the year |
4,750.48 |
5,687.68 |
5,901.51 |
6,750.50 |
Other comprehensive income/ Loss for the year |
13.53 |
(19.03) |
13.53 |
(19.03) |
Profit/Loss after other comprehensive income |
4,764.01 |
5,668.65 |
5,915.04 |
6,731.47 |
Earnings Per Share Basic & Diluted |
91.62 |
109.01 |
113.75 |
129.45 |
PERFORMANCE HIGHLIGHTS
The Performance Highlights on Standalone and Consolidated basis for the FY 2023-24 of
the Company are as under:
STANDALONE BASIS
During the FY 2024, the gross turnover including other Income on standalone basis of
the Company was Rs.50,837.28 lakhs. The Pro t before Interest, Depreciation and Tax
(PBITDA) of the Company was Rs.8,046.58 in 2023-24. The Earnings Per share was Rs. 91.62
per share during the year under review. The Net worth of the Company for FY 2023-24 was
Rs.29,266.57 lakhs.
CONSOLIDATED BASIS
The gross turnover including other Income on consolidated basis of the Company was
Rs.56,660.56 lakhs. The Pro t before Interest, Depreciation and Tax (PBITDA) of the
Company was Rs.9,614.64 lakhs in 2023-24 and the Earnings Per share was Rs. 113.75 per
share during the year under review.
OPERATIONS
In the FY 2024, the Company has worked on the new Industrial Ideas and Product
portfolios. The Company is aggressively expanding its capacity in terms of manpower, land
parcel, machineries and product range. In the FY 2024, a new Product of Passenger Boarding
Bridge has been introduced to cope with the passenger boarding requirement at Airports and
Seaports.
The Company has started manufacturing and fabricating the components for the
Torre-faction plants on the design provided by the customers that enhances the quality of
biomass by converting it into a more energy-dense, storable, and transportable form.
This business vertical of Biomass, Biofuel and Pellets will open potential avenues for
the Company to enter into the new business domain that will significantly elevate the
Company's overall revenue over the coming period.
Apart from this, sincere effort s have been made by the Company to tie up with other
Industrial magnets across various parts of the world.
DIVIDEND
Directors are pleased to recommend a Dividend @ 60 % i.e. 3/- per equity share having a
Face Value of Rs.5/- each as nal dividend for the FY 2024. The Payment of Dividend is
subject to the approval of shareholders at the ensuing Annual General Meeting (AGM) of the
Company. The dividend, subject to its declaration, will be distributed to shareholders
whose names appear on the Register of Members on Wednesday, August 28, 2024.
Based on the total number of Equity Shares of the Company, the dividend, if approved
would result in a cash out flow of Rs.156 Lakhs. Pursuant to the Finance Act, 2020,
dividend income is taxable in the hands of the shareholders eective from April 1, 2020 and
the Company is required to deduct tax at source from dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961. The Register of Members and Share
Transfer Books of the Company will remain closed from August 29, 2024 to September 04,
2024 (both days inclusive) for the purpose of payment of dividend and AGM of FY 2023-24.
TRANSFER OF RESERVES
Out of the amount available for appropriations for the FY 2023-24, the Company has
transferred Rs.5,000.00 Lakhs to its General Reserves.
DEPOSITS
During the FY 2023-24, the Company did not invite or accept any deposits within the
meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (as amended).
SUBSIDIARIES OF THE COMPANY
The Board of Directors at its meeting held on May 29, 2024, approved the Audited
Standalone and Consolidated Financial Statements for the FY 2023-24 which includes
financial information of all its subsidiaries, and forms part of this report. The
Consolidated Financial Statements of your Company for the FY 2023-24, have been prepared
in compliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations).
Pursuant to Section 129(3) of the Act, a statement containing the salient features of the
Financial Statement of the subsidiary Companies is attached to the Financial Statement in
Form AOC-1 as Annexure-A. In accordance with Section 136 of the Companies Act, 2013, the
Audited Financial Statements, including the Consolidated Financial Statements and related
information of the Company and audited accounts of each of its subsidiaries, are available
on our website www.bajajngp.com. These documents will also be available for inspection
during business hours at the registered oce of the Company.
The Company has the following two Wholly
Owned Foreign Subsidiaries:
1) Bajaj Coneagle LLC, Alabama, USA;
2) Bajaj Steel Industries (U) Ltd., Uganda thresholds laid down under the Listing
Regulations.
CREDIT RATING
During the year under review, the domestic rating agency CRISIL has
reviewed and rated the Company's long term & short term ratings in the below manner:
MATERIAL SUBSIDIARY
The Company has no material subsidiary as per the
Total Bank Loan Facilities Rated |
Rs.194 crore (Enhanced from Rs.158 Crore) |
Long Term Rating |
CRISIL A/Stable (Re-Affirmed) |
Short Term Rating |
CRISILAI (Re-Affirmed) |
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
Between the date of Board report and the financial year end, the following nine (9)
shareholders who were part of the Promoters group have been re-classi ed into Public
category in compliance with Regulation 31A of the SEBI (LODR) Regulations, 2015 and
pursuant to BSE's approval dated June 26, 2024 and accordingly they have been ceased to be
part of the Promoters group of the Company:
Name of the Ex-Promoters |
Shareholding (No. of Equity Shares) |
1. Shri Vi nod Kumar Bajaj |
NIL |
2. M/s Vinod Kumar Bajaj HUF |
NIL |
3. Shri Ashish Bajaj |
NIL |
4. Smt. Kanika Bajaj |
NIL |
5. Smt. Sangeeta Goyal |
NIL |
6. Shri Sundeep Goyal |
5300 |
7. Shri Akshat Ruia |
200 |
8. Shri Pawan Ruia |
NIL |
9. Shri Sarvesh R. Mutha |
1000 |
There are no other Material Changes or Commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial year ended 2024 relate and the date of the report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no such change in the nature of business
of the Company during the reporting period.
AUDITORS
STATUTORY AUDITORS
M/s B. Chhawchharia & Co., Chartered Accountants, Nagpur, (FRN: 305123E), were
appointed as Statutory Auditors of the Company at the 61 AGM to hold their office till the
conclusion of 66 AGM of the Company and they have successfully conducted Statutory Audit
of the Financial Statements of the Company for the FY ended 2023-24.
AUDITORS' REPORT
The Auditor's Report for the FY 2023-24 on the financial statements of the Company is
attached to this Annual Report. The notes on Financial Statements referred in the Annual
Report are self-explanatory and do not call for any further comments. The Auditor's Report
does not contain any quali cation, reservation or adverse remark.
COST AUDITOR
During the year under review, in accordance with Section 148(1) of the Companies Act,
2013, the Company has maintained the cost records, as specified by the Central Government.
These cost records were audited by M/s Rakesh Misra & Co., (Firm Reg. No. 000249),
Cost Accountants, Kanpur, for the FY 2023-24. The Cost Auditors' Report of FY 2024 did not
contain any quali cations, reservations, adverse remarks or disclaimers and no frauds were
reported by the Cost Auditors to the Company under sub-section (12) of Section 143 of the
Act.
Further, pursuant to Section 148 of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014 (as amended), the Board of Directors, on the
recommendation of the Audit Committee have re-appointed M/s Rakesh Misra &
Co., (Firm Reg. No. 000249), Cost Accountants, Kanpur, as the Cost Auditor of the
Company for the Financial Year 2024-25. The remuneration payable to the Cost Auditor is
subject to rati cation of Shareholders at the ensuing AGM of the Company.
INTERNAL AUDITOR
The Internal Audit of the Company for the FY 2023-24 was undertaken by the Internal
Auditors M/s V.R. Inamdar & Associates, Chartered Accountants, Nagpur. Further, there
were no adverse remarks or qualification received from the Internal Auditors. The Internal
Auditors reports directly to the Audit Committee of the Company and the internal audit was
completed as per the scope defined by the said Committee from time to time.
Further on the recommendation of the Audit Committee, M/s V.R. Inamdar &
Associates, Chartered Accountants, Nagpur, were reappointed as Internal Auditors pursuant
to the provisions of Section 138 of the Companies Act, 2013 to carry out the Internal
Audit of the functions and activities of the Company for the FY 2024-25.
SECRETARIAL AUDITOR
The Company had appointed M/s Siddharth Sipani & Associates, Practicing Company
Secretaries, Nagpur, to conduct the Secretarial Audit for the FY 2023-24, as prescribed
under Section 204 of the Act and Rules made thereunder.
The Secretarial Audit Report in the prescribed Form MR-3 for FY 2023-24 as furnished by
M/s Siddharth Sipani & Associates is annexed to this Report as Annexure-B.
Further, the Secretarial Auditors have made the following observation in their Report
and the Board's explanation thereof is as under:
Observation:
Promoter's Holding is not fully maintained in the dematerialized form as required under
SEBI (LODR) Regulations, 2015 as on March 31, 2024.
Board's Explanation/Comments:
The Promoters whose shareholding were not in electronic form have now been re-classi ed
into Public category shareholders during the FY 2024-25 in compliance with Regulation 31A
of the SEBI (LODR) Regulations, 2015 and pursuant to BSE's approval dated June 26, 2024.
Therefore, as on the date 100% shareholding of the Promoter and the Promoters group is
being maintained in demat form.
FRAUDS REPORTED BY AUDITOR
During the year under review, there were no instances of frauds reported by the
auditors to the Audit Committee or the Board under Section 143(12) of the Act read with
Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
INTERNAL FINANCIAL CONTROLS
The Company's internal control systems commensurate with the nature of its business,
the size and complexity of its operations and such internal financial controls with
reference to the Financial Statements are adequate. These internal financial controls, are
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or
error.
BUSINESS RISK MANAGEMENT
Business Risk Assessment procedures have been set in place for self-assessment of
business risks, operating controls and compliance with Corporate
Policies. The identified elements of Risk and Risk Mitigation measures are periodically
reviewed / revised by the Board of Directors as and when the need arises.
SHARE CAPITAL
During the FY 2024, the paid-up Equity Share Capital was Rs.260 Lakhs. Further, during
the year under review, the Company did not issue any shares and grant stock options or
sweat equity shares to the employees.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS
The Company has disclosed the details relating to the Loans, Guarantees or Investments,
as defined under Section 186 of the Companies Act, 2013, in the Notes to the Financial
Statement which forms part of this Annual Report.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and the Listing Regulations,
the Company has formulated a Policy on the Materiality of Related Party Transaction (RPT)
and dealing thereof which is also available on the Company's website at
https://bajajngp.com/investor -relations/guidelines-code-policy/.
The Policy intends to ensure that proper reporting, approval and disclosure processes
are in place for all the transactions between the Company and its Related Parties. All the
RPTs are placed before the Audit Committee for its approval, review and rati cation. Prior
omnibus approval is obtained for RPTs on a yearly basis for the transactions which are of
repetitive nature and/or entered in the ordinary course of business at arm's length.
All the RPTs entered during the year were in ordinary course of the business and at
arm's length basis. No Material RPTs, as per the materiality threshold adopted by the
Board of Directors, were entered during the year by the Company. Accordingly, the
disclosure of RPTs as required under Section 134(3)(h) of the Act, in Form AOC-2 is not
applicable.
However, the particulars of all the RPTs in terms of IND AS 24 are forming part of the
financial statements.
HUMAN RESOURCES AND INDUSTRIAL
RELATIONS
The Company understands that its ability to emerge as a customer-centric organization
hinges completely on the dedication and commitment of its human resources to uphold the
Company's values. Further, relationship with the employees were cordial throughout the
year.
MANAGEMENT
DIRECTORS AND KEY MANEGERIAL PERSONNEL (KMP)
The composition of the Board of Directors of the Company is as below:
Sr. No. |
Name of Director |
DIN |
Position |
1. |
Shri. Rohit Bajaj |
00511745 |
Chairman & Managing Director |
2. |
Shri. Sunil Bajaj |
00509786 |
Executive Director |
3. |
Dr. Mahendra Kumar Sharma |
00519575 |
Whole Time Director & CEO |
4. |
Shri. Deepak Batra |
02979363 |
Non-Executive Director |
5. |
Smt. Bhanupriya Thakur |
08276607 |
Independent Director |
6. |
Dr. Raja Iyer |
07602907 |
Independent Director |
7. |
Shri Pankaj K Agrawal |
07658188 |
Independent Director |
8. |
Shri Rakesh Kumar Khator |
00006593 |
Independent Director |
Pursuant to Section 152(6)(d) of the Companies Act, 2013, Shri Deepak Batra,
Non-Executive Director, is getting retired by rotation at the ensuing AGM, and he
expressed his willingness for the re-appointment as Non-Executive Director of the Company.
DETAILS OF CHANGE IN DIRECTORS/KMP DURING THE FY 2024
Sr. No |
Name of Director/ KMP |
DIN |
Designation |
Nature of Change |
Effective Date |
1. |
Shri Deepak Batra |
02979363 |
Independent Director |
Retirement |
26/08/2023 |
Add'n Non-Ex Director |
Appointment |
10/10/2023 |
Non-Executive Director |
Change In Designation |
30/11/2023 |
2. |
Smt Bhanupriya Thakur |
08276607 |
Non-Executive Director |
Resignation |
10/10/2023 |
Add'n Non-Ex Independent Director |
Appointment |
10/10/2023 |
Independent Director |
Change In Designation |
30/11/2023 |
3. |
Shri Pankaj K. Agrawal |
07658188 |
Add'n Non-Ex Independent Director |
Appointment |
07/02/2024 |
Independent Director |
Change In Designation |
30/04/2024 |
4. |
Shri Rakesh Kumar Khator |
00006593 |
Add'n Non-Ex Independent Director |
Appointment |
23/03/2024 |
Independent Director |
Change In Designation |
30/04/2024 |
5. |
Shri Rajiv Ranka |
00392438 |
Independent Director |
Retirement |
31/03/2024 |
6. |
Shri AlokGoenka |
00789716 |
Independent Director |
Retirement |
31/03/2024 |
7. |
Shri Mohan Agrawal |
01028558 |
Independent Director |
Retirement |
31/03/2024 |
Shri Deepak Batra served as an Independent Director of the Company for the two (2)
consecutive terms of ve (5) years each and pursuant to his terms of appointment and
Section 149 of the Companies Act, 2013 read with relevant rules made thereunder and SEBI
Listing Regulations, 2015, he got retired from his oce from the closing hours of August
26, 2023, on the completion of his 2 consecutive term.
Shri Deepak Batra is a Chartered Accountant and has decades of experience in the eld of
nance, taxation and accounts. Therefore, looking at his valuable guidance and core skills
& competencies over Financial Management, his fresh appointment as an Additional
Non-Executive Director of the Company was recommended by the Nomination & Remuneration
Committee subject to condition that he will no longer eligible to be appointed as an
Independent Director of the Company for any future term. Accordingly, Shri Deepak Batra
was appointed as an Additional Non-Executive Director by the Board of Directors of the
Company through circular resolution passed on October 10, 2023 and the said appointment
was subsequently regularized by the shareholders through Postal Ballot passed on November
30, 2023.
Further, Smt. Bhanupriya Thakur had served as Non-Executive Director of the Company.
However, due to her personal concerns she wish to continue in the Company as Independent
Director of the Company and as per the sections and provisions of the Companies Act, 2013,
she complied with the said provisions to act as Independent Director and accordingly she
had tendered the resignation from her oce which was given eect from October 10, 2023.
Further, after looking at her experience and previous contribution to the Board in
terms of her skills and based on the recommendation of Nomination & Remuneration
Committee, the Board of Directors had appointed her as an Additional Non-Executive
Independent Director of the Company through circular resolution dated
October 10, 2023. Accordingly, the said appointment was subsequently approved by the
shareholders of the Company through the Postal Ballot passed on November 30, 2023,
regularizing her oce from October 10, 2023 to October 09, 2028 (both days inclusive), not
liable to retire by rotation.
Further, to maintain the composition of the Board in terms of Section 149 of the
Companies Act, 2013 and the SEBI Listing Regulations, 2015, the Board of Directors had
appointed Shri Pankaj K. Agrawal and Shri Rakesh Kumar Khator as an Additional
Non-Executive Independent Director(s) of the Company w.e.f. February 07, 2024 and March
23, 2024 respectively.
Accordingly, the shareholders regularized the appointment of Shri Pankaj K. Agrawal
w.e.f. February 07, 2024 to February 06, 2029 (both days inclusive) and Shri Rakesh Kumar
Khator w.e.f. March 23, 2024 to March 22, 2027 (both days inclusive) as Non-Executive
Independent Director(s) of the Company, not liable to retire by rotation.
Further, pursuant to the terms of appointment and Section 149(6) of the Companies Act,
2013 read with relevant rules made thereunder (including any statutory modi cations or re-
enactments thereof) and the SEBI Listing Regulations, 2015 and on the completion of second
term of appointment, all three Directors i.e. Shri Rajiv Ranka, Shri Alok Goenka and Shri
Mohan Agrawal, got retired from their office as Non-Executive Independent Director(s) of
the Company w.e.f. the closing of business hours of March 31, 2024.
DECLARATION OF INDEPENDENCE BY
INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board indicating that
they comply with all the requirements that are stipulated in Section 149(6) of the
Companies Act,
2013 and Regulation 16(1)(b) of SEBI Listing Regulations, 2015 so as to qualify
themselves to act as Independent Directors of the Company. Further, they have also
declared that they are not aware 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 judgment and without any external in uence.
The Independent Directors of the Company have complied with the requirements of the
provisions in relation to the Independent Directors Databank as stated in the Companies
(Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and the
Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to
time.
BOARD EVALUATION
During the year, annual performance evaluation of the Board and Committees of the
Board, individual Directors including the Chairman of the Board, was carried out as per
the criteria and process approved by Nomination & Remuneration Committee, which is in
line with the SEBI Guidance Note on Board Evaluation.
The Board discussed upon the performance evaluation outcome and concluded that they
were satisfied with the overall performance of the Board and Committees and Directors
individually. The Board also assessed the ful lment of the independence criteria by the
Independent Directors of the Company and their independence from the management as
specified in the Listing Regulations.
The performance evaluation of the Non-Independent Directors and the performance of the
Board as a whole was discussed at the separate meeting of the Independent Directors as
well.
ANNUAL RETURN
The Annual Return for the Financial Year 2023-24 as required under Section 92(3) of the
Companies Act, 2013 is available on the website of the Company and can be accessed on the
Company's website at the link https://bajajngp.com/investor-relations/annual-report/.
CORPORATE GOVERNANCE REPORT
In accordance with Regulation 34 of the SEBI Listing Regulations, 2015, a Report on
Corporate Governance along with the Auditors' Certificate confirming compliance is
attached and forms part of this Report.
A report of the Statutory Auditors of the Company confirming the compliance of
conditions of Corporate Governance as required by SEBI Listing Regulations, 2015 is also
obtained by the Company and attached to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR')
As required under section 135 of the Companies Act, 2013, the CSR Policy was formulated
by the CSR Committee and thereafter approved by the Board. CSR Policy is available on the
Company's website: https://bajajngp.com/investor-relations/guidelines-code-policy/. The
annual report on CSR activities during the FY 2024 and other details required to be given
under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are given in Annexure C-I and C-II forming part of
this Report.
BOARD MEETINGS
The Board of Directors met 6 (Six) times during the year under review. The details of
board meetings and the attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Annual Report.
BOARD COMMITTEES
The Board of Directors has following Committees:
1. Audit Committee |
2. Nomination & Remuneration Committee |
3. Stakeholders Relationship Committee |
4. Corporate Social Responsibility Committee |
A detailed disclosure on the Board, its committees, its composition, and brief terms of
reference, number of board and committee meetings held, and attendance of the directors at
each meeting is mentioned in the Report on Corporate Governance which forms part of this
Annual Report.
VIGIL MECHANISM
The Company has established a vigil mechanism pursuant to the requirements of Section
177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. No
personnel have been denied access to the chairman of the Audit Committee to report genuine
concerns. Establishment of vigil mechanism is hosted on the website of the Company under
the web link at h t t p s : / / b a j a j n g p.c o m / i nv e s t o r
-relations/guidelines-code-policy/.
PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE
Your Company believes in providing a safe and harassment free workplace for each and
every individual working for the Company through various interventions and practices. It
is an endeavor of the Management to create and provide an environment to all its employees
that is free from discrimination and harassment including sexual harassment.
The Company has also constituted Internal Complaints Committees to consider and resolve
the complaints related to sexual harassment. Information regarding the same is also
provided in the Corporate Governance Report forming part of
The Management Discussion and Analysis as prescribed under Part B of Schedule V read
with Regulation 34(3) of the Listing Regulations is provided in a separate section and
forms part of this Report which includes the state of aairs of the Company and there has
been no change in the nature of business of the Company during FY 2024.
PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are attached as Annexure 'D' to this Report. The statement
containing names of top ten employees in terms of remuneration drawn and the particulars
of employees as required under Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided
in a separate annexure forming part of this report. Further, in terms of the first
provision of Section 136(1) of the Act, the report and the accounts are being sent to the
members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said
annexure is open for inspection at the Registered Oce of the Company, any shareholder
interested in obtaining a copy of the same may write to the Company Secretary on email id
: csfilegal@bajajngp.com and and the copy will be made available toany Memberonhi s/ her
request
TRANSFER OF UNCLAIMED AMOUNTS / SHARES TO INVESTOR EDUCATION & PROTECTION FUND
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF
Rules), dividend, if not claimed for a period of seven years from the date of
transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has remained unclaimed for seven
consecutive years or more from the date of transfer to unpaid dividend account shall also
be transferred to IEPF Authority. The Members who have a claim on above dividends and/or
shares are requested to follow the below process:
1. Submit self-attested copies of documents provided in IEPF 5 helpkit, which is
available on IEPF website (www.iepf.gov.in) to the Company/ Registrar and Transfer Agent
(RTA).
2. After veri cation of the aforesaid documents submitted, Company/RTA will issue an
entitlement letter.
3. File Form IEPF-5 on IEPF website and send self- attested copies of IEPF-5 form along
with the acknowledgement (SRN), Indemnity bond and entitlement letter to Company/RTA.
4. On receipt of the physical documents mentioned above, Company will submit e- Veri
cation report, for further processing by the IEPF Authority
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(m) of the Companies Act, 2013, read with the Companies
(Accounts) Rules 2014, information relating to the foregoing matters is as under:
CONSERVATION OF ENERGY AND GREEN
TECHNOLOGY/ INITIATIVES
The Company has always been conscious of the need to conserve energy in its
manufacturing plants and to the protect environment. Energy conservation is achieved
through optimized consumption of power and improvements in energy productivity.
1. Replacement of all halogen type lights by LED lamps across all the factory
locations.
2. Variable Frequency Drive (VFD) installed in the maximum lathe and hoist system
3. Energy saving fans and oce bulbs installed across all the plants and oces to reduce
the overall energy consumption.
The Company is aggressively undertaking plantation activity across all the
manufacturing plants and o ces. Further, by adopting sustainable practices, we aim to
minimize our environmental impact and contribute to a greener future.
RESEARCH AND DEVLOPMENT (R&D)
The R&D division of the Company has carried out the research & development
during the FY 2024 and the details of the same are as under: a. Speci c areas in which
R&D was carried out by the Company
1. Bajaj Cotton Seed Dryer:
Capacity: 150 TPD
Wood/Solid Fuel Hot Air Generator, Capacity: 10 Lakh Kcal
2. Gin Moisture Management System:
Real-time moisture measurement and control in cotton gin
Real-time raw cotton moisture sensor
Bale moisture scanner (contactless)
Moisture monitoring system
3. Bajaj Cotton Classi er/Testing Instrument (High Volume Instrument):
Mic and colour modules are under continuous testing
Length and strength measurement system is mechanically developed
4. Moisture GSM Data Logger:
Customers receive moisture information via SM b. Benefits derived as a result of the
above R&D
1. Bajaj Cotton Seed Dryer:
Commercially valuable products supplied to customers
Improved cotton seed procuring capacities
Enhanced quality and quantity of output products such as oil and cake
Reduction in Free Fatty Acids (FFA) observed
2. Gin Moisture Management System:
Helps to maintain moisture throughout the gin process without human intervention,
improving cotton ber quality and production capacities c. Future Plan of action
The R&D division is planning to undertake initiatives for the following New Product
Development:
Air management system forgin
Air tool system and choke nder
Cotton classi er/Testing instrument -
length and strength measurement and complete integration of all HVI/CTI
modules
Standalone mic and colour instrument
Special type of burner development for humidi ers to capture the USA market
Development or collaboration for cotton ber contamination cleaning systems
Enhancement in solid fuel HAG for better fuel efficiency
TECHNOLOGY ABSORPTION
The Company manufactures the ginning machineries/equipment in-house via the technology
acquired from Continental Eagle Corporation, USA. The Company has technical collaboration
with Central Institute for Research on Cotton Technology (CIRCOT) and is currently
developing new products such as Dryers and Humidi cation Systems.
Your Company is technological driven organization that continuously works on the
technical front to make its products more competent in the market. Under the able
leadership and guidance of Dr. M.K. Sharma, Whole Time Director & CEO of the Company,
various R&D activities are being undertaken to develop the existing product line and
to manufacture the new ones to expand the Company's product portfolio.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total foreign exchange earned and used during the
financial year 2023-24
(Rs. in lakhs] |
|
Earnings in Foreign Exchange |
29,541.06 |
Outgo in Foreign Exchange |
5,273.07 |
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited. Further, the Company's
equity shares have been voluntarily delisted from the trading platform of Calcutta Stock
Exchange Limited (CSE) pursuant to regulation 5 & 6 of the SEBI (Delisting of Equity
Shares) Regulations, 2021 and delisting order of CSE dated March 05, 2024.
SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators or Courts or
Tribunals, Statutory and quasi-judicial bodies, impacting the going concern status and
Company's operations in the future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016, DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
No application has been made under the Insolvency and Bankruptcy Code, 2016 and hence
the disclosure is not applicable to the Company for the period under review.
DETAILS OF 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
No such incident took place during the reporting
year.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with the applicable Secretarial Standards as mandated by the
Institute of Company Secretaries of India (ICSI') to ensure compliance with all the
applicable provisions read together with the relevant circulars issued by the Ministry of
Corporate Aairs.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors
hereby con rms that:
1. In the preparation of Annual Accounts for the FY 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures
and in compliance with the laws;
2. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of aairs of the Company at the end of the financial year and of the
profit of the Company for that year on that period;
3. The Directors have taken proper and sucient care towards the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
4. Annual Accounts have been prepared on a going concern basis;
5. Internal financial controls were in place which were adequate and were operating
eectively; and
6. Proper systems to ensure compliance with the provisions of all applicable laws were
in place and such systems are adequate and operating eectively.
CEO/CFO CERTIFICATION
The Chief Executive Ocer (CEO) and the Chief Financial Officer (CFO) have issued a
certificate pursuant to the provisions of Regulation 17 (8) of the Listing Regulations
certifying that the financial statements do not contain any untrue statement and these
statements represent a true and fair view of the Company's a airs, which has been reviewed
by the Audit Committee and taken on record by the Board.
CAUTIONARY STATEMENT
It is to be noted that in accordance with relevant securities laws and regulations,
certain comments in the Management Discussion and Analysis section may be regarded to be
forward-looking statements with respect to Company's objectives, plans,
estimates and expectations.
It is crucial to recognize that the actual results achieved may significantly deviate
from the expressed or implied statements. Company's operations are subject to various in
uential factors, including economic developments within the country, industry-specific
demand and supply conditions, fluctuations in input prices, modi cations in government
regulations and tax laws, as well as additional considerations such as litigation and
industrial relations.
APPRECIATION AND ACKNOWLEDGEMENT
The Directors wish to convey their appreciation to all the Company's employees for
their contribution towards the Company's performance. The Directors would also like to
thank the members, employee unions, customers, dealers, suppliers, bankers, governments
and all other business associates for their continuous support to the Company and their
con dence in its management.
Date : August 01, 2024 |
FOR AND ON BEHALF OF THE BOARD |
Place : Nagpur |
OF BAJAJ STEEL INDUSTRIES LIMITED |
|
Sd/- |
|
ROHIT BAJAJ |
|
CHAIRMAN & MANAGING DIRECTOR |
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DIN: 00511745 |
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