DIRECTORS' REPORT & MANAGEMENT DISCUSSION AND ANALYSIS Dear Members, Your Directors take pleasure in presenting the 77th Annual Report together with the audited financial statements for the financial year ended 31 March 2016. The Management Discussion and Analysis has also been incorporated into this report. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 The Securities and Exchange Board of India (SEBI) vide its Notification No.SEBI/LAD-NRO/GN/2015-16/013 dated 02 September 2015 notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), applicable with effect from 01 December 2015. This Report therefore states compliance as per the requirement of the Companies Act, 2013 ("the Act"), SEBI LODR Regulations and other rules & regulations as applicable to the Company. Overview of Company's Standalone Financial Performance The overall performance of the Company for the year 2015-16 has been satisfactory with turnaround of EPC business. • The gross turnover and other income achieved for the year ended 31 March 2016 was Rs. 4,634.80 crore, a growth of 8.12% over the previous year. • PBDIT increased by 150.55% from Rs. 112.64 crore to Rs. 282.22 crore. • Interest cost at Rs. 101.40 crore was lower by 2.90%. • Net Profit was at Rs. 95.60 crore as against loss of Rs. 13.95 crore in the previous year. • Basic Earnings Per Share (EPS) for the year was Rs. 9.48 Dividend The Board, in its meeting held on 10 March 2016, declared an interim dividend for FY 2015-16 of Rs. 2.80 per share on 10,09,48,976 equity shares of Rs. 2 each as compared to final dividend of Rs. 1.50 per share for the previous year. The amount of dividend and the tax thereon aggregate to Rs. 34.02 crore (previous year Rs. 18.20 crore). Your Directors recommend that the interim dividend should be treated as the final dividend for FY 2015-16. Transfer to Reserves The Company proposes to transfer an amount of Rs. 30.00 crore to General Reserves. An amount of Rs. 33.07 crore is proposed to be retained in the statement of Profit and Loss. Share Capital The paid up Equity Share Capital of the Company as on 31 March 2016 was Rs. 20.19 crore. There was no public issue, rights issue, bonus issue, preferential issue, etc. made by the Company during the year. The Company has not issued shares with differential voting rights. The increase in number of shares is due to the issue of 1,86,550 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. No disclosure is required under Section 67(3)(c) of the 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. Financial Liquidity The Company's cash and cash equivalent as at 31 March 2016 was Rs. 4,657.94 lacs. 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 Deposits The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Act and the Rules framed there under. Particulars of Loans, Guarantees and Investments Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements annexed to the Report. One third of 1,00,00,000 - 9% Non-Convertible Cumulative Redeemable Preference Shares of Rs. 10 each of Starlite Lighting Limited, are due for redemption in FY 2016-17 and hence they have been shown under the head 'Current Investments'. Non-Convertible Debentures During FY 2013-14, the Company had issued 1000 Secured Rated Listed Redeemable Non-Convertible Debentures (NCDs) of Rs. 10,00,000/- each, aggregating to Rs. 100.00 crore, on private placement basis, in two series, Series - 1 of 400 NCDs & Series - 2 of 600 NCDs, which are listed on National Stock Exchange of India Limited (NSE) under ISIN 'INE193E07014' and 'INE193E07022', respectively. Out of the said NCDs, Series - 1 NCDs were redeemed on 28 April 2016, the due date of their redemption. Axis Trustee Services Limited is the Debenture Trustee for the Debentureholders, whose details are provided in the Corporate Governance section of the Annual Report. Further, pursuant to Regulation 53 of the SEBI LODR Regulations, disclosures in compliance with the Accounting Standard on "Related Party Disclosures" are given in the notes to the financial statements annexed to this Report. Employees Stock Option Scheme The Company implemented the Employees Stock Option Scheme ("Scheme") in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ('the SEBI SBEB Regulations') as a measure to reward and motivate employees as also to attract and retain the talent. Details of the shares issued under the Scheme, as also the disclosures in compliance with Regulation 14 of the SEBI SBEB Regulations, are set out herewith in the Annexure 'A' to 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. During the year under review, 6,17,500 Stock Options were granted to the eligible employees at the market price prevailing on National Stock Exchange of India Ltd. (NSE) as on the date of their grant. The issuance of equity shares pursuant to exercise of Stock Options granted under Growth Plan 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 received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI SBEB Regulations and the resolutions passed by the shareholders. The certificate would be placed at the Annual General Meeting for the inspection by the Members. Scheme of Arrangement for demerger of Manufacturing Business of Hind Lamps Limited into the Company During the year under review, the Board of Directors of the Company ("Company"/"Transferee Company") has approved the proposal for demerger of manufacturing business of Hind Lamps Limited ("HLL"/"Transferor Company") into the Company, pursuant to a Scheme of Arrangement ("Scheme"). The Transferor Company is an unlisted company incorporated on 30 April 1951 having its registered office & manufacturing unit located at Shikohabad, Dist. Firozabad, Uttar Pradesh and HID Lamps manufacturing unit located at Parwanoo, Himachal Pradesh. The Transferor Company is engaged in the business of manufacturing of glass bulbs, HID bulbs and aluminium caps and has been declared as a sick industrial company within the meaning of Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 ("SICA") by the Board for Industrial and Financial Reconstruction ("BIFR"). Shri Shekhar Bajaj, Chairman & Managing Director and Shri Anant Bajaj, Joint Managing Director of the Company are also the Directors in HLL. Rationale and Object of the Scheme: HLL, amongst others, has been Company's vendor for last several years and supplying products under Company's brand. The Company, being a leading player in the business of lighting & consumer durables business for over 75 years, has management expertise and quality system & controls, whereas HLL has a manufacturing capabilities and required infrastructure. The Board of Directors of the Company is of the view that the proposed Scheme would inter-alia have the following benefits: i. The transfer and vesting of the manufacturing business of HLL into the Company will enable both the companies to achieve and fulfill their objectives more efficiently and economically and the same is also in the interest of all the stakeholders. ii. The Company's existing management expertise and quality system & controls will facilitate revival of the manufacturing business of HLL upon its consolidation into the Company. Salient features of the Scheme: a. The entire manufacturing business of HLL together with all its assets and liabilities will be transferred to the Company on a going concern basis. b. The Scheme shall be deemed to be effective from the Appointed Date i.e. 31 March 2014, but shall be operative from the Effective Date. c. Pursuant to the Scheme, the shareholders of HLL will be issued 5,29,740 fully paid-up equity shares of the Company of the face value of Rs. 2 each, except to the Company itself, in consideration for the demerger in compliance with the provisions of Section 2(19AA) of the Income Tax Act, 1961. d. The equity shares to be so issued to the shareholders of HLL have been determined based on the Share Entitlement Ratio of 109 equity shares of the Company of the face value of Rs. 2 each for 1000 equity shares of HLL of the face value of Rs. 25 each, as recommended by S.R. Batliboi & Co. LLP, Chartered Accountants, Mumbai and the same will be issued on the record date. e. Fairness opinion has been given by SPA Capital Advisors Limited. f. The Audit Committee and the Board of Directors of the Company have approved the Scheme, Valuation Report and the Fairness Opinion. g. Upon the Scheme becoming effective, the shareholding of the Promoters in the Company would increase to 63.80% from the existing shareholding of 63.61%. h. HLL will retain the remaining business which includes all the undertakings, businesses, activities (including trading activities and support services to other undertakings), employees and operations other than that of the manufacturing business. i. The Scheme would be effective upon receipt of all requisite approvals including from the Shareholders, Creditors, BIFR or such other appropriate authorities and filling the certified copies of the order of BIFR with the Registrar of Companies. j. Subject to the regulatory approvals, the proposed transaction is expected to be completed in a period of about 12 months Operations Engineering & Projects Business • Transmission Line Towers (TLT) TLT BU has performed well in FY 2015-16 in terms of margins, though the top line has not grown as expected in comparison with the previous year. The increase in the services related revenue by about 70% has resulted in excellent collection of dues against sales. The new orders intake for the year was Rs. 400 crore. During the year under reporting, due to release of fewer transmission line orders by the central power utility companies and availability of huge idle capacities with the manufacturers, many of the manufacturers compromised with the margins while picking up the fresh orders. However, your Company was selective in picking up the orders to ensure coverage of the fixed costs and protection of margins. Major achievements of TLT BU for FY 2015-16 are: i. Completed and commissioned 2 sub-stations of 132 kV along with connected transmission lines and bays at Mungoli and Gohad for MPPTCL; ii. Bagged order for 220 kV sub-station along with connected transmission line and bay at Mittemari in Karnataka from KPTCL; iii. Successfully completed and commissioned 187 KM long 765 kV D/C Kudgi Kolhapur Transmission line for PGCIL; iv. Successfully completed and commissioned re-conductoring of Neyveli TS-I to TS-II expansion 400 kV link with HTLS conductor along with LILO of 2nd circuit of Neyveli-Trichy 400 kV D/C line at Nagapatnam Pooling Station; v. Bagged 2 packages of 765 kV D/C Warora Parli transmission line from PGCIL; and vi. Completed Pile Foundations at 15 tower locations for 132 kV transmission lines of BSPTCL with design, engineering and construction in record time of 6 months. In consideration of increase in the share of investment of private utilities in transmission sector, new EPC business models are expected to be evolved in future. EPC players who will be able to provide one stop solution for the transmission sector, with sustained quality and completion of job in the given timelines will have competitive edge. Keeping this in mind, your Company is focusing on developing capabilities in other related business areas like usage of monopoles for transmission lines, construction of EHV sub-stations and laying of underground EHV cables, besides conventional transmission lines business. Further, to improve margins, the Company has decided to set its foot prints in overseas EPC transmission sector • Power Distribution (PD) Business Unit The performance of PD Business Unit for FY 2015-16 was satisfactory, as it achieved a turnover of Rs. 917 crore with a growth of 35% over the previous year. Considering the unexecuted order book of Rs. 2,474 crore in hand at the beginning of the financial year, the Business unit was conservative in acquiring fresh orders and acquired orders worth Rs. 120 crore, including the prestigious orders of Feeder Separation Project by Madhya Pradesh Poorva Kshetra Vidyut Vitaran Company Limited (MPPKVVCL) at Rewa District and Madhya Pradesh Madhya Kshetra Vidyut Vitaran Company Limited (MPMKVVCL) at Guna District, to close the year-end order book at Rs. 1,677 crore. During the year, the focus of this BU was on to improve project execution capabilities and efficient supply chain management and in order to achieve this, the BU took strong strides in implementing TOC as a methodology. This has resulted in increase in the speed of project execution substantially, which has been appreciated by the customers. Due to major improvement in the project execution capabilities, the outlook of the BU for the coming years is positive. For FY 2016-17, the focus of this BU will be on keeping the working capital under control while achieving the topline growth. • Illumination Illumination BU ended the year with a sales turnover of Rs. 332 crore with a year-on-year increase of close to 10% despite an almost flat infrastructure growth market and achieved 8% reduction in the total outstanding resulting in a better utilisation of working capital. The year saw the acquisition and successful commissioning of many notable orders including Rs. 72 crore EESL order for retrofitting over 86,000 LED Streetlights in Delhi with remote management; Rs. 35 crore order for 611 Nos. Highmasts with floodlights for a Nigerian refinery and the floodlighting of the iconic Mohun Bagan football stadium in Kolkata. The BU is also executing Rs. 50 crore order for LED streetlights and poles with controls based on the Internet of Things (IoT) in Uttar Pradesh which is a first of its kind for a National Highway. During the year, the Siddeshwar temple in Solapur, Dakshineshwar temple in Kolkata and Chatrapati Shivaji Terminus building of Central Railways were illuminated. The Lighting of the Chatrapati Shivaji Terminus building has become Mumbai's landmark visual. The tallest Flag Mast in the country with a height of 82 metres is being installed by the BU at Raipur to join the legion of flag masts installed by the Company. The BU is also installing LED floodlights on High Masts & Poles on the international border at Jammu under the most difficult working conditions. During the year, the Company made significant progress towards stabilizing Leap Ahead initiatives in all facets of EPC business. These initiatives channelize activities of business viz. tendering, engineering & design, sales, supply chain, manufacturing and logistics towards faster completion of project execution. This has resulted in closure and handing over of some of the projects to the customers before time, resulting in improving in working capital turns. Consumer Durables • Domestic & Kitchen Appliances The Company has a wide range of domestic and kitchen appliances comprising of Water Heaters, Room Heaters, Coolers, Irons, Mixers, Induction Cookers, Toasters, Kettles, OTG, Microwave, Rice Cookers, Gas stoves, Non electrical kitchen aids & Pressure Cookers and is a dominant player in small appliances segment in India. The Company enjoys leadership positions in the industry for the product categories such as Mixers, Toasters, Water Heaters, Room Heaters, Coolers and Irons, whereas categories like Gas stoves, OTG & Microwaves are growing significantly year-on-year. During the year under reporting, domestic appliances sale was Rs. 524 crore, whereas kitchen appliances sales was Rs. 638 crore. The sale of appliances was impacted due to sluggish market conditions, growing competition and implementation of Range and Reach Expansion Programme (RREP) across the country. However, the implementation of RREP across the country will help the BU in controlling the inventory at all levels and improving margins. • Fans Fans BU has a modern assortment of ceiling, table, pedestal, wall, fresh air and industrial fans manufactured at plants in India and abroad that have ISO 9001/9002 quality certifications. The BU is also involved in marketing self-priming, centrifugal & submersible pumps. Due to sluggish market conditions, growing competitiveness, dominance of newer channels like e-commerce, the market remained price sensitive leading to drop in sales vis-a-vis the previous year. However, the BU has been able to maintain profitability and market share. During FY 2015-16, the BU has achieved a sales turnover of Rs. 639 crore. Robust distribution, launch of new models in premium range, better product mix and disciplined maintenance of market operating price has resulted in improvement of margins. The BU's focus for FY 2015-16 continued on implementation of RREP. The CSD channel continued on its growth path by delivering 11% growth over the previous year. Chakan Unit: The production at this Unit showed increase during the year under review with the production of 6,00,934 numbers of fans as against 4,57,436 numbers of fans in the previous year. This Unit has been developed to cater to the demand of export market. Lighting • Luminaires Luminaires BU design and market total lighting solution to all key market segments covering commercial lighting, industrial lighting, street lighting and area lighting. The BU is certified ISO 9000 while most of the products are manufactured in plants conforming to ISO 9000:2000 and select plants are certified for ISO 14001 which sets out the criteria for environmental management. With lighting industry moving to LED technology big time, the BU has designed and developed high end LED Luminaires to suit to wide variety of applications ranging from office lighting, retail lighting, power plants, manufacturing industry, warehouses, street lighting, area lighting and city beautification. The BU is working to offer energy efficient, value for money and environment friendly lighting solutions to the customers under one roof. For FY 2015-16 the BU achieved a turnover of Rs. 460 crore with a growth of 15% in a relatively tough business environment. The BU continues to maintain its dominant position in the Indian Luminaires market. The demand for LED Luminaires is gaining momentum with tremendous push from the Government and hence, the BU has focused on the development of LED luminaires. Other than the government and local bodies, the BU has serviced private corporates including Asian Paints, Accenture, Capgemini and Godrej. Creating Smart Cities is one of the major agenda of the Central Government and the BU has taken the challenge to provide high end lighting and smart solutions to such cities. The beginning has already been done by the Company by signing an agreement for developing & launching City Infrastructure Management for Intelligent Public Street Lighting Solution and commissioning of pilot installations with satisfactory results. With thrust to harness renewable energy, the BU has launched solar solutions under brand "Sunsoko" for street lighting, power packs, roof top panels, hand pumps and semi high masts. The Company's solar product has received an award "Outstanding contribution towards development of roof top solar industry" during Indian Rooftop Solar Summit 2016 held in January, 2016 at New Delhi. The BU also offers a range of sophisticated Integrated Building Management Solutions (IBMS) in creating smart and efficient buildings. The Company was awarded the "Best Company in Integrated Building Management Solutions" at the Hospital Management Conference 2015 by a jury consisting of the NHBA panel, UBM Medica, CMIS and Hospital Associations. The Company has contracts with Securiton from Switzerland, Delta Controls from Canada and Vivotek from Taiwan for IBMS systems. During FY 2015-16, the BU has made a significant progress in stabilizing Leap Ahead initiative in supply chain of luminaires, which has resulted in timely availability of material against confirmed orders and increase in sales. • Lighting The Lighting BU makes a wide range of conventional light sources, LED based lighting products, Domestic Luminaires, HID Lamps, Torches and Lanterns. The light sources includes General Lighting Service (GLS) Lamps, Fluorescent Tube Lights (FTL), Compact Fluorescent Lamps (CFL) and special purpose lamps. In line with the emerging trend from all segments of the distribution set up, the BU made concentrated efforts in developing LED based products by launching LED Bulbs, Panel Lights, Down Lighters, portable lanterns and torches. The competition is very intense on the LED business with various segments vying for market share. A strong distribution network exists for marketing these products both in urban and rural areas and the special focus is on rural penetration. The manufacturing of GLS and FTL Lamps is undertaken at Company's Kosi Unit and Hind Lamps Limited's Shikohabad Unit, whereas CFL Lamps and LED Lamps are manufacture by Starlite Lighting Limited at its Nashik plants. During FY 2015-16, the Lighting BU has achieved a turnover of Rs. 615 crore with growth of 20%. The growth is mainly because of steep increase in LED turnover to Rs. 112 crore from Rs. 18 crore for last year, which includes sales of Rs. 61 crore to EESL. Considering the shift in demand for LED products, the BU has introduced good future ready LED products. With fast growing trade business of LED products and LED Bulb orders from EESL, the LED lights business will be the front runner for the Lighting business in the coming years. The BU has continued on the path of RREP to spread its reach and range to a much higher level, the benefits of which will start accruing now onwards. The BU with its improved distribution network, wide product range and efficient sourcing strategies is poised for a better than the industry growth in the coming years. The Company has consolidated quality function with an objective to give a thrust on improvement of product quality and manufacturing processes. Supply Chain Management In the year 2013, Supply Chain Management (SCM) was identified as a function to develop core competencies and bring competitive edge to the business. The Company's management took a decision to integrate the SCM of all separate verticals of Consumer Products into one integrated SCM. The objective was to create a group which could standardize process, focus on consistent quality while getting the muscle power of aggregated purchase. The entire group was galvanized into one body to relentlessly push the agenda of improving "availability of products for sale at lower inventories". The main tenets of this strategy was to improve "supplier relation with joint planning" and "rationalisation of product costing". Last two years saw a steady improvement in both these parameters. In the year 2015-16 sCm was truly established as supply system based on the replenishment model of the "Theory of Constraints" waiting to go into the next cycle of improvement. Encouraged with the results of Consumer Products segment, in July 2015, the Luminaries business procurement group was integrated with SCM. In Luminaries business where a large portion of business is of customised nature and made against specific orders, the strategy identified was to deliver "On Time In Full (OTIF)" and create a decisive competitive edge by reducing the "lead time in servicing of the customer orders". Using a combination strategy of replenishment and order queuing, the team worked with the suppliers to implement systems and processes which lead to measurement parameter of OTIF climbing to over 85%. In FY 2016-17 the focus will be on bringing down the lead time in servicing of customer orders. The other significant impact of this drive was the transformation of a motley group of buyers into a self-driven and motivated team of SCM. The Company has also integrated EPC (including Ranjangaon Units) with the SCM to create strategic tie-ups with suppliers for consistent quality and supply schedules and started using e-sourcing tool for aggregation of demand, price discovery and systematizing procurement of direct and indirect material and services. Green Energy - Wind Energy The Company's 2.8 MW Wind Farm located at Village-Vankusawade in Satara District of Maharashtra has generated 29,80,491 electrical units during the year under review as compared to 30,67,570 electrical units in the previous year. Internal Control Systems and its adequacy The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the scale and complexity of its operations and the same were operating effectively throughout the year. These controls are routinely tested and certified by statutory as well as internal auditors and cover all offices, factories and key areas of business. The Company has an in-house internal audit function. The scope of internal audit is decided by the Audit Committee. To maintain its objectivity and independence, the internal audit function reports to the Chairman & Managing Director of the Company and the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Internal Controls over Financial Reporting The Company has in place adequate internal financial controls commensurate with the size and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedure in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee. The Company has robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates. Indian Accounting Standards (Ind AS) - IFRS converged standards The Ministry of Corporate Affairs vide its notification dated 16 February 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification, the Company will adopt Ind AS with effect from 01 April 2016 with the comparatives for the period ending 31 March 2016. The implementation of Ind AS is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame. The impact of the change on adoption of Ind AS is being assessed. Information Technology (IT) The Company continues to invest in Information Technology for automating various business processes to be productive. One of the primary requirement for running all the business functions in automated manner is to keep ERP, CRM, BI and Intranet on for the employees and extranet portal for all other stakeholders. During the year, the IT focus was on developing new modules on Intranet for automating business processes for EPC BU based on TOC processes and mobile application for Customer Care team. These applications are completely integrated with Core ERP & CRM. As more and more business processes are getting automated and dependency on IT systems is increasing for all business units, there is continuous focus on IT security and reliable disaster recovery management processes to ensure all critical systems are always available. These are periodically reviewed, upgraded and tested for efficacy, security and reliability. During FY 2015-16, the Company has received following recognitions from various media agencies for its IT projects: i. EMC Transformation Award 2015 for Private Cloud Implementation; ii. CIO 100 Award from IDG for Project Leap Ahead for EPC Business; iii. CIO Hall of fame 2015 from IDG for getting four CIO-100 awards for various projects; and iv. PCQUEST Best IT implementation award for Project Leap Ahead for EPC (Project with maximum business impact). Customer Care The Company has maintained its tradition and reputation of providing efficient after sales service to its customers through a strong network of 400 service franchisees and service dealers. Some of the important actions that it took during the year were to provide toll free call registration facility to customers and dealers, mobile application to end customers to register calls any time, higher than ever before call resolution, providing home service to all its consumer products across all deep interior areas and monitoring of performance through feedback mechanism from customers through SMS facility. The Survey Monkey web surveys confirmed more than 98% customer satisfaction. To help customers with spare parts requirements, the Company has started selling key required spare parts through its website giving comfort and convenience to meet their requirements. Brand Development and Protection FY 2015-16 saw many new communication initiative by the Company. The first major step was taken by the Company was to consolidate all its sub-brand to have unified brand approach, under an umbrella brand "Bajaj" and the same was implemented across all internal and external touch points. To support the RREP, the Company implemented retail branding across Traditional Trade Channels, Canteen Store Department, Modern Retail Stores, etc. and branded over 10,000 stores Pan India. 'We are Family', the latest advertising campaign, was conceived with the idea that the Company's Products completes a home and have been a part of the Indian families for over 75 years. The media exposure for this campaign has been phenomenal considering more than 10 Million video views across all the platforms viz. more than 6.9 Million video views on YouTube; 2.5 Million video views on Facebook; 0.85 Million video views on Hotstar; 0.25 Million video views on Inmobi; and 0.8 Million video views on Vdopia. Bajaj LED "The Science of Light" - Reinforcing its focus in the lighting segment, the Company launched a massive mass media campaign which was promoted through a Television Commercial, Print ads, Digital and Social Mediums. The campaign was strategically planned keeping in mind the futuristic nature of the product and the communication clearly articulated the key benefits to the consumer of Bajaj LEDs, namely long life, energy efficiency, multi coloured light source, environmentally friendly and inbuilt voltage surge protector. The Company also organised Regional Lighting Dealer events - "Upgrade" across various region and launched series of new LED products, educate the dealers about the benefits of evolving LED technology and also to felicitate top performing dealers from respective regions. The age old Indian game of Kabaddi in its third season, the Pro Kabaddi League (PKL) was much bigger and better. Enhanced graphics, analytics and the in-vision commentary elevated the viewer experience. The Company was associate sponsors for PKL in 2nd and 3rd seasons. The Company achieved unmatched mileage with branded kiosks, perimeter branding, ground mat branding, stadium branding, digital banners on hotstar app and through Television Airtime. Pro Kabaddi reached out to a huge global audience by reaching over 109 countries as it was relayed in five different languages namely Hindi, English, Kannada, Telugu, Marathi, etc. In response to market need and potentials of LED Luminaires, the Company has taken the next logical step and organised a first ever customer focused program ".nxt Upgrade". Ten display booths were specially created to showcase the products segments and its actual lighting design for Commercial, Retail, Industrial, Urban Architectural, Area, Street, IBMS, Solar lighting. Also, a day long conclave included media interaction, talks on LED technology, Marketing and Product initiatives. Architects and Consultants from various industries, Channel partners, Government and other Institutional customers were the recipients of these events. This show went through 4 major cities in southern region at the first step; Chennai, Hyderabad, Bangalore and Cochin. Your Company has taken significant actions against counterfeits, fakes and other forms of unfair competition/trade practices. Corporate Social Responsibility (CSR) The Company's CSR activity is guided by the 4 pillars -Sustainability, Diversity (gender inclusion), Employee Volunteering and Community Outreach. In our endeavour to work for the benefit of the communities where we operate, all our community outreach programs are planned and executed with a focus on the following: • Ensuring Environmental sustainability & promoting its education; • Employment, enhancing vocational skills and livelihoods; • Promoting Preventing Health Care; and • Promotion of Arts & Culture. As a part of environmental & sustainability initiatives, the Company partnered with environmental organisations to educate masses on environment protection and to undertake renewable energy projects viz. setting up solar powered libraries, solar computer laboratory, solar street lights and solar education centres which will benefit to the rural off grid communities. In celebration of the International Year of Light and Light-based Technologies (IYL 2015), the Company conducted Science of Light workshops in schools with an objective to create awareness amongst the students about the fundamentals of light based technologies, energy efficiency and use of alternative renewable energy like solar. The Company also took initiatives to establish a "Peace Park" in Almora district of Uttarakhand by motivating selected self-help groups of women, to create awareness amongst local communities and school children about the fragility of eco-systems in the Himalayas. The Company also planted about 7,660 trees. The Company continued with Project Disha in partnership with specialised organisations to impart vocational skills like masonry, electrical works etc. to about 1,000 rural youth to enable them to upgrade their skills and enhance their employability. The Company has joined hands with NGOs and created a pool of anti-tobacco crusaders to spread awareness among different stakeholders about healthy and tobacco free living. The Company also supported two organisations working to preserve Indian heritage, promote art and culture and Indian Classical Music. The Company and its employees contributed to support those affected from Nepal Earthquake & Chennai Flood and undertook several activities viz. tree plantation, blood donation, cleanliness drives, health check-up camps and tobacco awareness sessions across India through employee volunteering. Through dedicated efforts of about 1,250 employees and 200 social organisations, over 16,600 trees have been planted across the country. The Company and its employees also participated in Mumbai, Kolkata & Delhi Marathon in support of 'Paryavaran Mitra' to propagate the cause of environment protection and supported the cause of raising awareness for breast cancer and well being of women by supporting Pinkathon (women's only marathon) in 9 cities. Total CSR expenditure incurred by your Company during the year was Rs. 1,35,95,069/-. The CSR Policy Statement and Report on CSR initiatives taken during the year pursuant to Sections 134 & 135 of the Act is annexed to the Board's Report as Annexure 'B'. Human Resources The Company's human resource function is committed to make the organisation future ready. A diverse pool of lateral talent has been hired to enhance the bench strength. This includes professional experts with excellent academic credentials and professional track record. The Company has also successfully attracted management and engineering graduates through a focused annual campus hiring program. The Company has also identified a pool of best human resources who are being groomed for future leadership roles. Talent mobility within the Company is encouraged through job posting process. To enhance the engagement, retention and work life balance of the employees, the Company has introduced progressive policies & programs like flexible working hours, compensatory off policy, flexible pay policy, diverse reward & recognition program and other employee interaction programs. The Company has invested in its human capital regularly with an aim to enhance organisation & individual capabilities to make them effective and efficient in the short run and long run. The Company is driving the learning & development agenda through a mix of in-house and external learning interventions in the functional, behavioral and cross functional areas. Select employees are encouraged to attend management development programs conducted by renowned institutes across the country and best practices learnt are being implemented in the Company. A unique knowledge sharing platform has been developed to share the knowledge amongst the colleague through short duration learning interventions. The Company is in the process of developing a robust performance and talent management system which would be path breaking, progressive and totally aligned to the organisation's and employee's needs. Industrial Relations The relations with the employees of the Company have continued to remain cordial. Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Pursuant to the legislation "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013" introduced by the Government of India, which came into effect from 09 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during FY 2015-16 under the Company's Policy on Prevention of Sexual Harassment at Workplace. Whistle Blower Policy / Vigil Mechanism The Company has a Whistle Blower Policy adopted in May 2011, which enables its directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy and provides safeguards against victimisation of director(s)/employee(s), who avail of the mechanism. The said Policy was amended in February, 2015 to extend its applicability to other persons dealing with the Company viz. contractors, vendors, customers and business consultants. The Policy has been appropriately communicated to the employees within the organisation and posted on the website of the Company. Business Risk Management The Company has a proper framework in place to identify, evaluate and mitigate business risks. The key business risks identified by the Company and their mitigation plans are as under: (a) Business environment The competitive environment in small appliances continues to be tough and to take care of that the Company has embarked on RREP to extend its demographics and offer value proposition to the customers to develop and grow in consumer facing business further. (b) Currency fluctuation related risk The weakening of the Indian Rupee, though slightly, has impacted our cost of imports. The Company had undertaken some foreign exchange forward contracts to hedge the risks against the currency fluctuations for the imports. (c) Hiring and retention risk The Company has been continuously working on retaining the best talent in the industry to work with, but it is a constant challenge to retain the good talent. There is imminent short term risk from new entrants and existing domestic players to hire talent from our Company. The Company's human resource agenda focuses mainly on building a robust and diverse talent pipeline by hiring fresh management graduates to cater to various businesses and functions, enhancing individual and organisational capabilities for future readiness, driving greater employee engagement and strengthening employee relations. The Company has also taken a number of employee initiatives like benchmarking compensation structure with the industry, stock options, innovative management training programmes, job rotations, etc. to retain and grow talent. (d) Occupational health and safety risk Safety of employees and workers is of utmost importance to the Company. To reinforce the safety culture in the Company, it has identified Occupational Health & Safety as one of its focus areas. Various training programmes have been conducted at the plants and project sites such as behavior based safety training program, safety leadership program, logistics safety program, etc. Economic Scenario, Future Outlook and Sector Overview India's economic growth rate in FY 2015-16 was estimated at 7.6% by RBI, an improvement to the previous year (7.2% in FY 2014-15), mainly on the back of recent policy initiatives, pick up in investments and lower oil prices. Going forward, growth rate is estimated at 7.5% by IMF (7.6% by RBI), which would mean that India will outpace most emerging economies including China and Africa. This is achieved mainly because of restoring macro-economic stability achieved on account of fiscal consolidation; control over inflation and support from fall in the global commodity prices. On the forecast of normal monsoon this year and the steps taken by the government in recent times have shown positive results. These initiatives are expected to increase the purchasing power of an average Indian consumer, which would further boost demand and lead to spurt in development. Currently the manufacturing sector in India contributes 15% of GDP. The Government of India under its "Make in India" initiative is trying to boost the contribution of manufacturing sector and aims to take it to 25%. Experts' view is that Indian Economy is expected to grow by 7.75% during FY 2016-17. Consumer Durable Sector: India is expected to become the fifth largest consumer durables market in the world by 2025. Rural markets are likely to witness growing demand for consumer durables in the coming years as the government plans to invest significantly in rural electrification. Lighting Industry: It is expected that the market size of Indian LED industry may touch Rs. 21,600 crore by 2020 on the back of government's decision to switch to LED for all street lamps and public space lighting. The Indian LED industry was pegged at Rs. 1,925 crore out of the lighting industry's aggregate turnover of Rs. 13,000 crore in 2013. As projected, the turnover of Indian lighting industry by 2020 will be Rs. 35,000 crore and LED will account for Rs. 21,600 crore, which is significantly over 60 per cent of this total turnover. In the wake of continual government's support for the promotion of LED lighting and its decision to switch to LED for all street lamps and public space lighting, this market is expected to grow substantially. The Company's prime focus is on to educate and promote the sustainable energy efficiency and drive the LED. Power Sector: Indian power sector is undergoing a significant change that has redefined the industry outlook. Sustained economic growth continues to drive electricity demand in India. The Government of India's focus on attaining 'Power For All' has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing at both the market and supply sides (fuel, logistics, finances, and manpower). The Government of India has identified power sector as a key sector of focus so as to promote sustained industrial growth and has taken many initiatives to boost the power sector such as: • Ujwal DISCOM Assurance Yojna (UDAY) for financial turnaround and revival of power distribution companies (DISCOMs), which will ensure accessible, affordable and available power for all; • Resolution of issues regarding transfer of mining leases and grant of forest clearances to the winning bidders of coal blocks; • Provision of electricity to 18,500 villages in three years under the Deendayal Upadhyaya Gram Jyoti Yojana (DUGJY); and • Implementation of two national level programmes, namely Grid Connected Rooftop & Small Solar Power Plants Programme and Off-Grid & Decentralised Solar Applications, in order to promote installation of solar rooftop systems. India's wind energy market is expected to attract investments totaling Rs. 1,00,000 crore by 2020, and wind power capacity is estimated to almost double by 2020 from over 23,000 MW in June 2015, with an addition of about 4,000 MW per annum in the next five years. Directors Appointment of Directors: During the year under review, Shri Anant Bajaj was re-appointed as the Joint Managing Director of the Company for a further period of five years w.e.f. 01 February 2016. His appointment was approved by the shareholders by way of a special resolution passed through postal ballot. In order to strengthen the Board, on the recommendation of the Nomination & Remuneration Committee, the Board of Directors has appointed Shri Anuj Poddar and Shri Siddharth Mehta, as Additional Directors of the Company with effect from 30 May 2016 in the category of Non-Executive & Independent Directors. In accordance with Section 161 of the Act, aforesaid Additional Directors hold office upto the date of the forthcoming Annual General Meeting of the Company and being eligible offer their candidature for re-appointment as Directors. Your approval for their appointment as Directors in the category of NonExecutive Independent Directors has been sought in the Notice convening the forthcoming Annual General Meeting of the Company. As on the date of this report, Company's Board comprises of 10 (ten) Directors, out of which, 8 (eight) are Non-Executive Directors (NEDs) including 1 (one) Woman Director. NEDs represent 80% of the total strength. Further, out of said 8 NEDs, 7 are independent directors representing 70% of total strength of the Board. Directors coming up for retirement by rotation: In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Anant Bajaj retires by rotation and being eligible offers his candidature for re-appointment as a Director. The information as required to be disclosed under Regulation 36 of the SEBI LODR Regulations in case of re-appointment of the said director is provided in the notice of the ensuing Annual General Meeting. Independent Directors: The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI LODR Regulations. Board Effectiveness: • Familiarisation Programme for the Independent Directors: In compliance with the requirement of SEBI LODR 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 the familiarisation programme are explained in the Corporate Governance Report. The same is also available on the website of the Company www.bajajelectricals.com • Evaluation of the performance of the Board, its Committees and the Directors: Pursuant to the provisions of the Act and the SEBI LODR Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committee. The criteria applied in the evaluation process are explained in the Corporate Governance Report. Key Managerial Personnel The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder: • Shekhar Bajaj, Chairman & Managing Director and CEO; • Anant Purandare, Executive Vice President & Chief Financial Officer (CFO); and • Mangesh Patil, Vice President - Legal & Company Secretary and Compliance Officer None of the Key Managerial Personnel of the Company have resigned during the year under review. Criteria for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Leadership Positions Your Company has laid down a well-defined criteria for the selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Leadership Positions. Directors' Remuneration Policy & Criteria for matters under Section 178 Information regarding Directors' Remuneration Policy & Criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Act are provided in the section of Corporate Governance Report. Directors' Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Act: (a) that in the preparation of the annual accounts for the year ended 31 March 2016, the applicable accounting standards have been followed and that no material departures have been made from the same; (b) that the Directors 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 as at 31 March 2016 and of the profits of the Company for the year ended on that date; (c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities (d) that the annual accounts of the Company have been prepared on a 'going concern' basis; (e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and (f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. Meetings A calendar of meetings is prepared and circulated in advance, to the Directors. Board Meetings: During the year, seven (7) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI LODR Regulations. Audit Committee: The Audit Committee comprises of three Independent Directors as its Members. During the year five (5) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. CSR Committee: The CSR Committee comprises of three Members of which one is the Independent Director. The Committee met twice during the reporting period. Details of the Committee and meetings are given in the Corporate Governance Report. Particulars of Contracts or arrangements with Related Parties All transactions with Related Parties are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly and on annual basis. The Policy on Related Party Transactions as approved by the Board is available on the Company's website: www.bajajelectricals.com All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of its business. There were no materially significant related party transactions i.e. transactions exceeding ten percent of the annual turnover of the Company as per the last audited financial statements, entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, the disclosure in 'Form AOC-2' is not applicable. None of the Directors or the Key Managerial Personnel has any pecuniary relationships or transactions vis-a-vis the Company. The details of Related Party Transactions are given in the notes to the financial statements. Transfer of amounts to Investor Education and Protection Fund Pursuant to the provisions of Section 124 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven (7) years have been transferred by the Company to the Investor Education and Protection Fund. The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 06 August 2015 (date of last Annual General Meeting) on the website of the Company (www.bajajelectricals.com), as also on the website of the Ministry of Corporate Affairs. Material Changes & Commitments There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report. 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, which may impact the going concern status of the Company and its future operations. Subsidiaries / associates For the purpose of Section 2(6) of the Act, "associate company", in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company. For the purposes of this clause, "significant influence" means control of at least twenty per cent of total share capital, or of business decisions under an agreement. Though, the holding of the Company in the equity share capital of SLL is less than 20%, the Company is in a position to influence the operating and financial policies of SLL and hence the financial statements of SLL are consolidated with the Company's financial statements considering it as an Associate of the Company. Statutory disclosures The summary of the key financials of the Company's associate company (Form AOC-1), is included in this Annual Report. A copy of audited financial statements of the said company will be made available to the members of the Company, seeking such information at any point of time. The audited financial statements of the said company will be kept for inspection by any member of the Company at its registered office during business hours. The same are placed on the Company's website www.bajajelectricals.com Secretarial Standards of ICSI The Act has mandated the Secretarial Standards on Board Meetings & General Meetings specified by the Institute of Company Secretaries of India (ICSI). The secretarial standards issued by ICSI from time to time have been complied with by the Company during the year under review. Auditors Statutory Auditor: The Company's Auditors M/s. Dalal & Shah LLP, Chartered Accountants, Mumbai (Firm Registration No.: 102021W/ W100110), who retire at the ensuing AGM of the Company are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder for re-appointment as Auditors of the Company. As required under Regulation 33 of SEBI LODR Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer. Cost Auditor: The cost audit records maintained by the Company in respect of its manufacturing activities are required to be audited pursuant to Section 148 of the Act and Rules made thereunder. The Board of Directors has, on the recommendation of the Audit Committee, appointed M/s. R. Nanabhoy & Co., Cost Accountants (Firm Registration No.000010), to audit the cost accounts of the Company for FY 2016-17. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in the General Meeting for their ratification. Accordingly, a Resolution for seeking Members ratification for the remuneration payable to M/s. R. Nanabhoy & Co., Cost Accountants, is included at Item No.7 of the Notice convening the AGM. Secretarial Auditor: Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed, M/s. Anant B. Khamankar & Co., Practicing Company Secretaries (Membership No. FCS 3198; CP No.:1860) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor for FY 2015-16 is annexed to the Board's Report as Annexure 'C'. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor. Corporate Governance Pursuant to Regulation 34 of the SEBI LODR Regulations, a separate report on corporate governance has been included in this Annual Report together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance. All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2015-16. A declaration to this effect signed by the Chairman & Managing Director/CEO of the Company is contained in this Annual Report. The Chairman & Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the SEBI LODR Regulations and the said certificate is contained in this Annual Report. Business Responsibility Reporting Regulation 34 of the SEBI LODR Regulations provides that the Annual Report of the top hundred listed entities, based on market capitalisation (calculated as on March 31 of every financial year), shall include business responsibility report describing the initiatives taken by them from an environmental, social and governance perspective, in the format as specified by the Board from time to time. SEBI vide its Notification dated 22 December 2015 issued SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015, providing that for the word "hundred" the words "five hundred" shall be substituted and which shall come into effect from 01 April 2016. The Company was ranked 426th in the list of top 500 companies as per NSE list and thus the requirement of publishing Business Responsibility Report shall now be applicable to the Company w.e.f. 01 April 2016. First such report shall be printed for the year 2016-17. Energy Conservation, 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 'D' to the Board's Report Extract of Annual Return The extract of Annual Return as provided under sub-section (3) of Section 92 of the Act, in the prescribed Form MGT- 9 is enclosed as Annexure 'E' to the Board's Report. Particulars of Employees and related disclosures Disclosure pertaining to the remuneration and other details 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 enclosed as Annexure 'F' to the Board's Report. The information on employees who were in receipt of remuneration of not less than Rs. 60 lacs during the year or Rs. 5 lacs per month during any part of the year forms part of this Report and will be provided to any Member on a written request to the Company. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance. Consolidated financial statements The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the associate prepared in compliance with the Act, applicable Accounting Standards and the Listing Agreement as prescribed by SEBI. A separate statement containing the salient features of the associate in the prescribed 'Form AOC-1' is enclosed herewith as Annexure 'G' to the Board's Report. Acknowledgement Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, customers, investors, business associates, vendors, regulatory and government authorities, stock exchanges and members. Your Directors also wish to place on record their deep sense of appreciation to employees at all levels for their sincere personal efforts as well as their collective dedication and contribution to the Company's performance. Cautionary Statement Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations. For and on behalf of the Board of Directors Mangesh Patil V P - Legal & Company Secretary FCS No.: 4752 Anant Bajaj Jt. Managing Director DIN: 00089460 Shekhar Bajaj Chairman & Managing Director DIN: 00089358 Place : Mumbai, date : 30 May 2016 |