Directors' Report
Dear Members,
Your Directors are pleased to present the 64th Annual Report along with the
Audited Financial Statements of your Company for the financial year ("FY") ended
March 31, 2025 ("FY 2024-25/FY 2025").
FINANCIAL HIGHLIGHTS
The Company's Financial Performance (Standalone & Consolidated) for the FY 2024-25
is summarized below;
|
|
|
(Rs. In Lakhs) |
|
Standalone |
Consolidated |
Particulars |
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
Net Revenue from Operation (Including Other Income) |
54,501.33 |
50,837.28 |
59,720.70 |
56,660.56 |
Less: Expenditure |
45,214.07 |
42,899.78 |
49,267.13 |
47,155.01 |
Operating Profit (PBIDT) |
9,287.26 |
7,937.50 |
10,453.57 |
9,505.55 |
Less: Interest |
418.81 |
355.48 |
418.81 |
355.48 |
Depreciation |
1,443.30 |
1,149.33 |
1,493.67 |
1,189.53 |
Profit before Tax & Exceptional item |
7,425.15 |
6,432.69 |
8,541.09 |
7,960.54 |
Add: Exceptional Item |
2,652.33 |
- |
2,652.33 |
- |
Profit/Loss Before Tax |
10,077.48 |
6,432.69 |
11,193.42 |
7,960.54 |
Provision for Taxation : |
|
|
|
|
Current Year: |
2,286.87 |
1,630.76 |
2,592.32 |
2,007.99 |
Deferred Tax: |
175.80 |
51.44 |
167.68 |
51.04 |
Profit/Loss for the year |
7,614.81 |
4,750.49 |
8,433.42 |
5,901.51 |
Other comprehensive income/ Loss for the year |
(58.16) |
13.53 |
(58.16) |
13.53 |
Profit/Loss after other comprehensive income |
7,556.65 |
4,764.02 |
8,375.26 |
5,915.04 |
EPS (Basic & Diluted)!*) |
36.33 |
22.90 |
40.27 |
28.44 |
Notes:
1. EPS of current and previous financial years are restated to account for the 3:1
bonus issue during the year
2. The Company has received a sum of USD 31,83,528 (Equivalent to Rs.2652.33 Lakhs) in
the form of dividend from one of its Wholly owned Subsidiary "Bajaj Coneagie LLC,
Alabama, USA" during the quarter ended June 24. The same is shown as Exceptional
Items in above consolidated results for the year ended March 31, 2025, so that the same
are in consonance with the Standalone results.
PERFORMANCE HIGHLIGHTS
The Performance Highlights on a Standalone and Consolidated basis for the FY 2024-25 of
the Company are as under:
STANDALONE BASIS
During the FY 2025, the gross turnover including other Income on standalone basis of
the Company was Rs.54,501.33 lakhs. The Profit before Interest, Depreciation and Tax
(PBITDA) of the Company was Rs.9,287.26 in 2024-25. The EPS was Rs.36.33 per share during
the year under review, further, the figures of Earnings Per Share have been restated to
give effect to the allotment of 15600000 new bonus shares of the Company.
The Net worth of the Company for FY 2024-25 was Rs.36,669.20 lakhs.
CONSOLIDATED BASIS
The gross turnover including other Income on consolidated basis of the Company was
Rs.59,720.70 lakhs. The Profit before Interest, Depreciation and Tax (PBITDA) of the
Company was Rs.10,453.57 lakhs in 2024-25 and the Earnings Per share was Rs.40.27 per
share during the year under review. The figures of Earnings Per Share have been restated
to give effect to the allotment of 15600000 new bonus shares of the Company.
The Company had delivered a stable performance in FY25, with steady growth in
operations and financials.
OPERATIONS
The Company is aggressively expanding its capacity in terms of manpower, land parcel,
machineries and product range. In the FY 2025, the Heavy Engineering Division of the
Company has reached to the new heights and is continuously developing the customer base
across the world. The other business verticals such as PEB and Electrical Panel are also
exploring the International markets and have started receiving good order bookings from
the clients of the different continents. Significant efforts are also being made in the
Research & Development department of the Company with an intent to bring Product
oriented results in terms of design, performance, quality etc., to have a cutting edge
position over the competitors.
This year marked a key milestone as we expanded capacity in the Infrastructure
Division, which is expected to triple revenue from this segment in next 2-3 years. We also
incorporated two subsidiaries in Brazil, strengthening our presence in South America and
paving the way for higher international revenues.
With over 60 years of engineering expertise and a strong team of 2000+ workforce,
including 200+ in design and detailing, we've improved systems, increased efficiency, and
built strong partnerships. Looking ahead, we plan to invest C 300-350 Cr over the next 3-4
years to scale up our Infrastructure, Heavy Engineering, and Electrical Panels
divisionssupporting longterm growth and value creation.
DIVIDEND
Directors are pleased to recommend a Dividend @ 20 % i.e. 1/- per equity share having a
Face Value of Rs.5/- each as final dividend for the FY 2025. 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 August 27, 2025. Based on the total number of
Equity Shares of the Company, the dividend, if approved would result in a cash outflow of
Rs.208 Lakhs.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the
shareholders effective from April 01, 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 28, 2025 to September 03, 2025 (both days inclusive) for the purpose of payment of
dividend and AGM of FY 2024-25.
TRANSFER OF RESERVES
Out of the amount available for appropriations for the FY 2024-25, the Company has
transferred Rs.6,620.63 Lakhs to its General Reserves.
DEPOSITS
During the FY 2024-25, 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 28, 2025, approved the Audited
Standalone & Consolidated Financial Statements for the FY 2024-25 which includes
financial information of all its subsidiaries, and forms part of this report.
The Consolidated Financial Statements of your Company for the FY 2024-25, 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 office of the Company.
The Company has the following Wholly Owned Foreign Subsidiaries:
1) Bajaj Coneagle LLC, Alabama, USA;
2) Bajaj Steel Industries (U) Ltd., Uganda
3) Bajaj Continental LTDA, Brazil; and
4) Bajaj Services LTDA, Brazil
MATERIAL SUBSIDIARY
The Company has no material subsidiary as per the thresholds laid down under the
Listing Regulations.
CREDIT RATING
During the year under review, the domestic rating agency "CRISIL" has
reviewed and reinstated the rating of the Company's long term & short term facilities
in the below manner:
Total Bank Loan Facilities Rated |
Rs.194 crore |
Long Term Rating |
CRISIL A/Stable (Reaffirmed) |
Short Term Rating |
CRISIL A1 (Reaffirmed) |
This reflects the Company's robust financial position and operational efficiency.
MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
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 2025 relate and the date of the report except the Company
has issued 1,56,00,000 bonus shares in the ratio of 3:1 having a face value of Rs.5/each
in compliance with the provisions of Section 63 of the Companies Act, 2013, SEBI Listing
Regulations, 2015 and SEBI ICDR Regulations 2018.
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 61st AGM to hold their
office till the conclusion of 66th AGM of the Company and they have
successfully conducted Statutory Audit of the Financial Statements of the Company for the
FY ended 2024-25.
AUDITORS' REPORT
The Auditor's Report for the FY 2024-25 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 qualification, 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 2024-25. The Cost Auditors' Report of FY 2025 did not
contain any qualifications, 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 2025-26. The remuneration payable to the Cost Auditor is subject to
ratification of Shareholders at the ensuing AGM of the Company.
INTERNAL AUDITOR
The Internal Audit of the Company for the FY 2024-25 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, have been re-appointed 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 2025-26.
SECRETARIAL AUDITOR
The Company had appointed M/s Siddharth Sipani & Associates, Practicing Company
Secretaries, Nagpur, to conduct the Secretarial Audit for the FY 2024-25, as prescribed
under Section 204 of the Act and Rules made thereunder. Further as per the latest
amendment of Regulation 24A of SEBI Listing Regulations, 2015, the Company has secured the
consent & eligibility of M/s Siddharth Sipani & Associates for their appointment
as Secretarial Auditors of the Company for a term of 5 consecutive years w.e.f. FY 2025-26
to 2029-30, subject to the approval of shareholders at the ensuing AGM of the Company.
The Secretarial Audit Report in the prescribed Form MR-3 for FY 2024-25 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:
No observation made.
Board's Explanation/Comments:
Not Applicable.
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 2025, the paid-up Equity Share Capital was Rs.1,040.00 Lakhs. During the
year under review, the Company has issued 1,56,00,000 bonus shares in the ratio of 3:1
having a face value of Rs.5/each in compliance with the provisions of Section 63 of the
Companies Act, 2013, SEBI Listing Regulations, 2015 and SEBI ICDR Regulations 2018, by
capitalizing Company's securities premium account to be utilized for the purpose, as per
the audited accounts of the Company for the financial year ended March 31, 2024.
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 ratification.
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 Kuma Sharma |
00519575 |
Whole Time Director & CEO |
4. Shri Lav Bajaj |
00490810 |
Director |
5. Shri Deepak Batra |
02979363 |
Non-Executive Director |
6. Smt. Bhanupriya Thakur |
08276607 |
Independent Director |
7. Dr. Raja Iyer |
07602907 |
Independent Director |
8. Shri Pankaj K Agrawal |
07658188 |
Independent Director |
9. Shri Rakesh Kumar Khator |
00006593 |
Independent Director |
10. Shri Gaurav Sarda |
00665480 |
Independent Director |
11. Shri Mayank Bhandari |
01176865 |
Independent Director |
Pursuant to Section 152(6)(d) of the Companies Act, 2013, Shri Sunil Bajaj, Executive
Director, is getting retired by rotation at the ensuing AGM, and he expressed his
willingness for the re-appointment as Executive Director of the Company.
DETAILS OF CHANGE IN DIRECTORS/KMP DURING THE FY 2025
No |
Name of Director/ KMP |
DIN |
Designation |
Nature of Change |
Effective Date |
1. |
Shri Rohit Bajaj |
00511745 |
Chairman & Managing Director |
Re-appointment |
01.07.2024 |
2. |
Shri Sunil Bajaj |
00509786 |
Executive Director |
Re-appointment |
01/07/2024 |
3. |
Dr. Mahendra Kumar Sharma |
00519575 |
Whole Time Director & CEO |
Re-appointment |
12/11/2024 |
4. |
Shri Lav Bajaj |
00490810 |
Additional Director |
Appointment |
03/10/2024 |
|
|
|
Director |
Change In Designation |
28/10/2024 |
5. |
Shri Gaurav Sarda |
00665480 |
Additional Non-Ex Independent Director |
Appointment |
03/10/2024 |
|
|
|
Independent Director |
Change In Designation |
28/10/2024 |
DETAILS OF CHANGE IN DIRECTORS/KMP AFTER THE END OF FY 2025 BUT UPTO THE DATE OF REPORT
Sr. No |
Name of Director/ KMP |
DIN |
Designation |
Nature of Change |
Effective Date |
1. |
Shri Mayank Bhandari |
01176865 |
Additional Non Executive Independent Director |
Appointment |
23/07/2025 |
The previous terms of Shri Rohit Bajaj and Shri Sunil Bajaj got expired on June 30,
2024, therefore considering their skills and overall contribution in the Company's success
and on the recommendation of Nomination & Remuneration Committee, the Board has
re-appointed them as a Chairman & Managing Director and Executive Director
respectively for a period of 5 years w.e.f. July 01, 2024 to June 30, 2029 at the Board
meeting held on May 29, 2024, subject to further approval of shareholders which was
secured at the 63rd Annual General Meeting held on September 04, 2024.
Further, the appointment of Dr. Mahendra Kumar Sharma as Whole Time Director & CEO
of the Company has also expired on November 11, 2024, therefore looking at his skills,
experience and overall contribution in the Company's success, the Company has reappointed
him for a further period of 5 years w.e.f. November 12, 2024 to November 11, 2029 by
obtaining the shareholder's consent which was secured at the Extra Ordinary General
Meeting of the Company held on October 28, 2024.
Further to get the benefits of the passion, enthusiasm and commitment from the new age
directors to the Company's board, the Board has appointed Shri Lav Bajaj and Shri Gaurav
Sarda as an Additional Director and Additional Non-Executive Independent Director
respectively at the Board Meeting held on October 03, 2024 subject to further approval of
shareholders which was secured at the Extra Ordinary General Meeting dated October 28,
2024 and their appointments were regularized by the shareholders in the below manner:
Shri Lav Bajaj - Director for 5 consecutive years w.e.f. October 03, 2024 to
October 02, 2029, liable to retire by rotation; and
Shri Gaurav Sarda - Independent Director for 2 consecutive years w.e.f. October
03, 2024 to October 02, 2026, not liable to retire by rotation.
Shri Mayank Bhandari - Independent Director for 2 consecutive years w.e.f July
23, 2025 to July 22, 2027, not liable to retire by rotation.
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 influence.
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 fulfilment 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 2024-25 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 2025 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 five (5) 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 https://bajajngp.com/investor-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 Directors' Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
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 affairs of the Company and there has
been no change in the nature of business of the Company during FY 2025.
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 Office of the Company, any
shareholder interested in obtaining a copy of the same may write to the Company Secretary
on email id : cs_legal@bajajngp.com and will be made available to any Member on his/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 verification 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-Verification 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 office bulbs installed across all the plants and offices to
reduce the overall energy consumption.
The Company has also adopted nature friendly activities across all the manufacturing
plants and offices. Further, by adopting sustainable practices, we aim to minimize our
environmental impact and contribute to a greener future.
RESEARCH AND DEVELOPMENT (R&D)
The R&D division of the Company has carried out the research & development
during the FY 2025 and the details of the same are as under:
a. Specific areas in which R&D was carried out by the Company
Solid Fuel/Wood-Fired Hot Air Generator-
Developed a Wood-Fired Hot Air Generator for drying cotton seed. Incorporated finned
tubes to improve heat transfer efficiency and reduce fuel consumption.
Seed Cotton Compacting Machine:-
Designed and developed a Seed Cotton Compacting Machine to form raw cotton modules,
especially for farmers. This helps in preventing moisture and trash contamination and
enables easier handling and storage.
Bale Moisture Sensor-
Developed a Bale moisture scanner to measure bale moisture using microwave technology
which includes transmitter and receiver. Bale moisture data can be simply displayed on
local HMI screen and moisture monitoring system and can be recorded on hard drives or
online database.
Data Communicator-
Designed Data Communicator to accept inputs via RS232 and RS485 Modbus, enabling it to
interface with a wide range of legacy and modern equipment. The Data Communicator then
translates these inputs into outputs over RS485 Modbus and WiFi, offering dual
connectivity options that enhance integration capabilities within complex systems.
Cotton Testing Instrument-
Conducted research on issues encountered during trials and redesigned the complete
L&S Table Modules to address all the problems. Further, manufactured the required
parts and completed full mechanical assembly. Successfully conducted trials of pneumatics
and motors using the step kit.
b. Benefits derived as a result of the above R&D
Provided farmers with a practical and affordable solution for raw cotton
handling, reducing contamination and logistical challenges.
Enabled accurate moisture and weight measurement of cotton bales, improving
quality control and traceability.
For industrial automation, and remote monitoring, this device ensures secure and
efficient data transmission across different platforms, making it an essential tool for
modernizing communication infrastructures. With the Data Communicator, you can
effortlessly connect and manage your devices, whether they are part of a local network or
require remote access via WiFi.
c. Future Plan of action
The R&D division is planning to undertake initiatives for the following New Product
Development:
Development of a Solid Fuel/Wood-Fired Humidification System.
Research and development of a Multi-Grain Dryer suitable for drying various
types of grains with optimal energy use and preservation of quality.
Development of Cotton Testing Instrument - Length & Strength Module and Comb
Integration
Research and development of the Intelligent Systeman advanced, cloud-based
platform designed to modernize the collection, monitoring, and analysis of operational
data in cotton ginning operations.
Design and Development of a Steam Tube Heat Exchanger Type Dryer
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 Humidification Systems.
The 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 2024-25
|
(Rs. In Lakhs) |
Earnings in Foreign Exchange |
30,607.74 |
Outgo in Foreign Exchange |
3,987.90 |
LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited.
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 Affairs.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors
hereby confirms that:
1. In the preparation of Annual Accounts for the FY 2025, 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 affairs 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 sufficient 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
effectively; and
6. Proper systems to ensure compliance with the provisions of all applicable laws were
in place and such systems are adequate and operating effectively.
CEO/CFO CERTIFICATION
The Chief Executive Officer (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 affairs, 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 influential factors, including economic
developments within the country, industry-specific demand and supply conditions,
fluctuations in input prices, modifications 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 of 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
confidence in its management.
Date: July 23, 2025 |
FOR AND ON BEHALF OF THE BOARD OF BAJAJ STEEL INDUSTRIES LIMITED |
Place: Nagpur |
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ROHIT BAJAJ |
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CHAIRMAN & MANAGING DIRECTOR |
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DIN: 00511745 |
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