MIRA INFORM REPORT

Report No. :	341046
Report Date :	14.09.2015

IDENTIFICATION DETAILS

Name :	BAJAJ ELECTRICALS LIMITED
Registered Office :	45-47, Veer Nariman Road, Mumbai – 400023, Maharashtra
Tel. No.:	91-22-22823090 / 22043841 / 22045046 / 23765003
Country :	India
Financials (as on) :	31.03.2015
Date of Incorporation :	14.07.1938
Com. Reg. No.:	11-009887
Capital Investment / Paid-up Capital :	Rs.201.525 Million
CIN No.: [Company Identification No.]	L31500MH1938PLC009887
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	PNEB02205A
PAN No.: [Permanent Account No.]	Not Available
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer and Exporter of Lighting Appliances and Fans.
No. of Employees :	Information Declined by Management

RATING & COMMENTS

MIRA’s Rating :

A (62)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Bajaj Electricals Limited (BEL), a part of “BAJAJ GROUP” of companies, was incorporated on 14^th July, 1938. The company has five business units – Fans, Lighting, Luminaries, Appliances and Engineering & Projects BU. Subject is an established company having good track record. The company has reported year on year losses from its operations which has led to deterioration in the overall profitability and intense competitive pressures across the business segments. The rating however favourably take into account the company’s diversified business portfolio, its leading position in the consumer durable business supported by strong brand and product development strengths and wide distribution network. The rating also positively consider on company’s comfortable capital structure and liquidity profile. Trade relations are reported to be fair. Business is active. Payment terms are reported to be regular and as per commitment. In view of strong brand image in the market and “Bajaj Group”, the company can be considered normal for business dealing at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31, 2015

Country Name	Previous Rating (31.12.2014)	Current Rating (31.03.2015)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Long Term Bank Facilities = A-
Rating Explanation	Adequate degree of safety and low credit risk
Date	February 2015
Rating Agency Name	ICRA
Rating	Short Term Bank Facilities = A1
Rating Explanation	Very strong degree of safety and carry lowest credit risk.
Date	February 2015

RBI DEFAULTER’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTER’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2015.

INFORMATION DENIED

Management Non Co- Operative (Tel No. 91-22-22045780)

LOCATIONS

Registered Office :	45 – 47, Veer Nariman Road, Mumbai – 400 001, Maharashtra, India
Tel. No.:	91-22-22823090 / 22043841 / 22045046 / 23765003
Fax No.:	91-22-22828250
E-Mail :	message@bajajelectricals.com legal@bajajelectricals.com amp@bajajelectricals.com amitjadhav@bajajelectricals.com
Website :	http://www.bajajelectricals.com
Location :	Owned
Corporate Office :	701 & 801, Rustomjee Aspiree, Off Eastern Express Highway, Bhanu Shankar Yagnik Marg, Sion (East), Mumbai – 400022, Maharashtra, India
Head Office :	51, Mahatma Gandhi Road, Mumbai – 400 023, Maharashtra, India
Tel. No.:	91-22-22043780 / 22875135 / 22043733
Fax No.:	91-22-22828250
Factory 1 :	Chakan Unit Mahalunge, Chakan Talegaon Road, Khed, Pune – 410 501, Maharashtra, India
Factory 2 :	Wind farm Village Vankusawade, Taluka Patan, District Satara - 415 206, Maharashtra, India
Factory 3 :	Ranjangaon Unit Village Dhoksanghvi, Taluka Shirur, Ranjangaon, District Pune - 412 210, Maharashtra , India
Factory 4 :	Kosi Unit 109 KM Stone, NH 2, Dautana, Chhata – 281 403, District-Mathura, Uttar Pradesh, India
Depots :	Located at: Dehradun Goa Kundli Parwanoo Ranchi Vijayawada Zirakhpur
Showroom :	‘World of Bajaj Electricals’ Bajaj Bhavan, Nariman Point, Mumbai – 400 021, Maharashtra, India
Tel. No.:	91-22-20236626
Central Warehouse :	Located at: Banur Daman Mumbai Vapi
Branches :	Located at: Ahmedabad Bengaluru Bhubaneshwar Chandigarh Chennai Delhi Guwahati Hyderabad Indore Jaipur Kochi Kolkata Lucknow Mumbai Nagpur Noida Patna Pune Raipur
Regional Distribution Centers :	Bangalore Delhi Kolkata

DIRECTORS

AS ON. 31.03.2015

Name :	Mr. Shekhar Bajaj
Designation :	Chairman and Managing Director
Qualification :	B.Sc. (Hons.), M.B.A.
Date of Appointment :	01.04.1980
Name :	Mr. Harsh Vardhan Goenka
Designation :	Director
DIN No.	00026726
Name :	Mr. Ashok Jalan
Designation :	Director
Date of Birth/Age :	26.08.1943
Qualification :	B A (Hons) from Kolkata University
Experience :	69 years
Date of Appointment :	18.01.1989
Name :	Mr. Ajit Gulabchand (upto 31.07.2014)
Designation :	Director
Name :	Mr. V. B. Haribhakti
Designation :	Director
Name :	Mr. Madhur Bajaj
Designation :	Director
Qualification :	B.com, MBA
Name :	Mr. Anant Bajaj
Designation :	Joint Managing Director (wef.1.4.2012)
DIN No.	00089460
Name :	Dr.(Mrs.) Indu Shahani
Designation :	Director
Date of Birth/Age :	60 years
Qualification :	Ph. D in Commerce
DIN No.	00112289
Name :	Dr. R P Singh
Designation :	Director
Date of Birth/Age :	17.07.1948
Qualification :	Post Graduate in Mechanical Engineering from BHU,
Experience :	64 years
Date of Appointment :	28.05.2009
DIN No.	00004812

KEY EXECUTIVES

Name :	Mr. Mangesh Patil
Designation :	Company Secretary
Corporate Management Committee
Name :	Mr. Atul Sharma
Designation :	Vice President - Human Resources and Administration
Name :	Mr. Prataprao S. Gharge
Designation :	Vice President and CIO
Name :	Mr. Rakesh Ashok Markhedkar
Designation :	President – Engineering and Projects BU
Name :	Mr. R. Sundararajan
Designation :	President – Luminaires BU
Name :	Mr. Vaidyanathan Shankar
Designation :	Executive Vice President – Domestic Appliances
Name :	Mr. Anil Errol Shipley
Designation :	Executive Vice President – Supply Chain Management
Name :	Mr. Siddhartha Kanodia
Designation :	Executive Vice President – Corporate Services
Name :	Mr. Mangesh Patil
Designation :	Vice President – Legal & Company Secretary
Name :	Mr. Shriram Amirchand Sehgal
Designation :	Vice President – Canteen Stores Department
Name :	Mr. Karunakar Hari Mowar
Designation :	Vice President – Morphy Richards and Inst. & Malls
Name :	Mr. Pradeep D. Patil
Designation :	Vice President – Kitchen Appliances
Name :	Mr.Anant M. Purandare
Designation :	Executive Vice President & Chief Financial Officer
Name :	Mr. Atul Pathak, Executive
Designation :	Vice President – Branch Sales Support
Name :	Mr. Dileep Sharma
Designation :	Vice President – Customer Care
Name :	Mr.Beena Leji Koshy
Designation :	Vice President – Advertising & Brand Development
Name :	Mr.Rohit Kumar
Designation :	Vice President – Lighting BU
Name :	Mr.Sivakumar Balasubramanyam
Designation :	Vice President – HM & SL, E&P BU
Name :	Mr.Vijay Anant Bhat
Designation :	Sr. General Manager – Special Projects, E&P BU
Name :	Mr. Chiranjeev Subh Karan Soni
Designation :	General Manager – Internal Audit
Audit Committee
	· Mr. V.B.Haribhakti · Mr. Ashok Jalan · Dr.(Mrs.) Indu Shahani · Mr. Ajit Gulabchand (upto 31.07.2014)

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.06.2015

Category of Shareholder	Total No. of Shares held in Dematerialized Form	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	22584678	22.40
Bodies Corporate	40954607	40.62
Sub Total	63539285	63.03
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	63539285	63.03
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	4993043	4.95
Financial Institutions / Banks	38584	0.04
Foreign Institutional Investors	14150647	14.04
Sub Total	19182274	19.03
(2) Non-Institutions
Bodies Corporate	977827	0.97
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	9730858	9.65
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1880829	1.87
Any Others (Specify)	5502923	5.46
Clearing Members	203311	0.20
Non Resident Indians	938193	0.93
Trusts	1871332	1.86
Others	1810887	1.80
Others	679200	0.67
Sub Total	18092437	17.95
Total Public shareholding (B)	37274711	36.97
Total (A)+(B)	100813996	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	100813996	0.00

BUSINESS DETAILS

Line of Business :	Manufacturer and Exporter of Lighting Appliances and Fans.
Products :	Not Divulged
Brand Names :	Not Divulged
Agencies Held :	Not Divulged
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged

No. of Employees :

Information Declined by Management

Bankers :

(31.03.2014)

• State Bank of Bikaner and Jaipur
• Bank of India
• Union Bank of India
• State Bank of India
• Yes Bank Limited.
• IDBI Bank Limited.
• HDFC Bank Limited.

Facilities :

(Rs. In Million)

SECURED LOAN	As on 31.03.2015	As on 31.03.2014
Long Term Borrowing
Zero Coupon Redeemable Non-Convertible Debentures	1000.000	1000.000
Foreign Currency Loan from Banks	442.708	0.000
Short Term Borrowing
Loans from Consortium Banks
Cash Credit	920.220	1715.996
Foreign Currency Loans	521.248	55.479
Total	2884.176	2771.475

Auditors :
Name :	Dalal and Shah Chartered Accountant
Cost Auditors :
Name :	R Nanabhoy and Company Cost Accountants
Other related parties where control exists :	Hind Lamps Limited Bajaj International Private Limited Bajaj Auto Limited Mukand Limited Hindustan Housing Company Limited Bajaj Allianz General Insurance Company Limited Hercules Hoist Limited Bajaj Allianz Life Insurance Company Limited Bajaj Finance Limited
Associates, Joint ventures, Investing Party :	Hind Lamps Limited Starlite Lighting Limited Jamnalal Sons Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2015

Authorised Capital :

No. of Shares	Type	Value	Amount
200000000	Equity Shares	Rs.2/- each	Rs.400.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
100,762,426	Equity Shares	Rs.2/- each	Rs.201.525 Million

Reconciliation of the number of shares outstanding is set out below:

Particulars	31.03.2015
	No. of shares	(Rs. In million)
Equity shares at the beginning of the year	99,969,178	199.938
Add : Shares issued on exercise of Employee Stock Option	793,248	1.587
Equity shares at the end of the year	100,762,426	201.525

The Details of Shareholders holding more than 5% Shares:

Particulars	31.03.2015
Name of the Shareholder	No. of shares	% of Holding
Jamnalal Sons Private Limited	19,872,830	19.72
Bajaj Holdings and Investment Limited	16697840	16.70

Equity Shares reserved for issue under options outstanding as at the end of the year on un-issued share capital :

The Company had reserved issuance of 8,258,341 (Previous year 7,688,341) Equity Shares of Rs.2 each for offering to eligible employees of the Company under Employees Stock Option Scheme.

Summary of Stock Options as on 31.03.2015 :

Number of Stock Options granted (net of lapsation & cancellation)	5,924,020
Number of Stock Options Exercised	3,392,731
Number of Stock Options Vested and Exercisable	1,187,539
Number of Stock Options Unvested	1,343,750

Terms/Rights attached to equity shares:

The Company has only one class of equity shares having a par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31 March 2015, the amount of per share dividend recognised as distribution to equity shareholders was Rs. 1.50 per share (31 March 2014, Rs.1.50 per share) of Face value of Rs. 2 each. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. Share Application money represents the application money received on Nil (Previous Year 49,144) stock options exercised by an employee as on 31 March 2015 against which equity shares were pending allotment.

LISTING DETAILS:

Subject Stock Code :	BSE : 500031 NSE : BAJAJELEC
Stock Exchange Place :	The Stock Exchange, Mumbai, National Stock Exchange of India Limited
Listed Date :	Not Available

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2015	31.03.2014	31.03.2013
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	201.525	199.938	199.511
(b) Reserves & Surplus	6668.316	6890.936	7086.878
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	5.007	0.000
Total Shareholders’ Funds (1) + (2)	6869.841	7095.881	7286.389
(3) Non-Current Liabilities
(a) long-term borrowings	1709.136	1306.058	345.410
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	111.333	3.319	0.605
(d) long-term provisions	439.375	275.433	247.596
Total Non-current Liabilities (3)	2259.844	1584.810	593.611
(4) Current Liabilities
(a) Short term borrowings	2159.652	2137.378	1254.444
(b) Trade payables	11747.195	11996.899	9823.198
(c) Other current liabilities	4505.990	3385.918	2081.506
(d) Short-term provisions	754.566	649.332	533.909
Total Current Liabilities (4)	19167.403	18169.527	13693.057
TOTAL	28297.088	26850.218	21573.057
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	2776.57	2492.034	2264.196
(ii) Intangible Assets	0.051	0.000	0.000
(iii) Capital work-in-progress	31.778	25.598	58.677
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	560.886	673.110	297.557
(c) Deferred tax assets (net)	488.841	253.328	79.287
(d) Long-term Loan and Advances	822.426	844.900	726.166
(e) Other Non-current assets	3892.446	3829.354	2649.01
Total Non-Current Assets	8572.998	8118.324	6074.893
(2) Current assets
(a) Current investments	33.333	0.047	0.000
(b) Inventories	4746.479	4467.033	4212.391
(c) Trade receivables	12895.554	12350.513	9379.284
(d) Cash and cash equivalents	376.609	543.073	500.867
(e) Short-term loans and advances	1148.377	1175.468	1405.622
(f) Other current assets	523.738	195.760	0.000
Total Current Assets	19724.090	18731.894	15498.164
TOTAL	28297.088	26850.218	21573.057

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2015	31.03.2014	31.03.2013
	SALES
		Income	42581.094	40298.296	33773.396
		Other Income	242.928	151.438	168.104
		TOTAL	42824.022	40449.734	33941.500
Less	EXPENSES
		Cost of Materials Consumed	2252.304	2347.230	1691.629
		Purchases of Traded Goods	28887.244	27782.769	25310.12
		Changes in Inventories of Finished Goods, Work-in-Progress and Traded Goods	(317.250)	(538.619)	(454.515)
		Employee Benefit Expense	2262.855	1860.238	1672.596
		Other Expenses	6381.009	5613.134	4444.796
		Erection and Subcontracting Expenses	2224.945	2414.184	0.000
		TOTAL	41691.107	39478.936	32664.626
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		1132.915	970.798	1276.874
Less	FINANCIAL EXPENSES		1050.832	782.962	689.847
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		82.083	187.836	587.027
Less/ Add	DEPRECIATION/ AMORTISATION		290.255	247.464	144.522
Add	Exceptional Items – Profit on sale of Investments		0.000	0.000	247.232
	PROFIT/LOSS BEFORE TAX		(208.172)	(59.628)	689.737
Less	TAX		(68.669)	(6.542)	177.654
	PROFIT/LOSS AFTER TAX		(139.503)	(53.086)	512.083
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		86.940	315.464	286.895
Less	APPROPRIATIONS
		Transfer to General Reserve	(250.000)	0.000	250.000
		Proposed Dividend on Equity Shares	151.144	149.954	199.511
		Tax on Dividend	30.773	25.484	33.907
		Dividend paid on exercise of Stock Option along with Dividend Distribution Tax	0.534	0.000	0.096
	BALANCE CARRIED TO THE B/S		14.986	86.940	315.464
	EARNINGS IN FOREIGN CURRENCY
		F.O.B. value of exports	299.529	349.467	387.864
		Freight & Insurance on exports	2.800	3.006	3.055
	TOTAL EARNINGS		302.329	352.473	390.919
	IMPORTS
		Raw Materials	140.627	86.542	69.944
		Capital Goods	11.464	84.314	24.173
		Finished Goods	2709.015	2800.944	2870.824
		Machinery Spares	1.164	0.954	1.505
	TOTAL IMPORTS		2862.270	2972.754	2966.446
	Earnings Per Share (Rs.)		(1.39)	(0.53)	5.12

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2015	31.03.2014	31.03.2013
Current maturities of Long Term debt	4505.990	3385.918	2082.389
Cash generated from operations	1189.947	234.151	1803.753
Net Cash From Operating Activities	881.734	234.151	1406.145

KEY RATIOS

PARTICULARS		31.03.2015	31.03.2014	31.03.2013
Net Profit Margin PAT / Sales	(%)	(0.33)	(0.13)	1.52
Operating Profit Margin (PBDIT/ Sales)	(%)	2.66	2.41	3.78
Return on Total Assets (PBT/Total Assets}	(%)	(0.76)	(0.23)	3.26
Return on Investment (ROI) (PBT/Networth)		(0.03)	(0.01)	0.09
Debt Equity Ratio (Total Debt /Networth)		1.22	0.96	0.51
Current Ratio (Current Asset/Current Liability)		1.03	1.03	1.13

STOCK PRICES

Face Value	Rs. 2.00/-
Market Value	Rs. 247.05/-

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	199.511	199.938	201.525
Reserves & Surplus	7086.878	6890.936	6668.316
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	0.000	5.007	0.000
Net worth	7286.389	7095.881	6869.841
long-term borrowings	345.410	1306.058	1709.136
Short term borrowings	1254.444	2137.378	2159.652
Current Maturities of Long-Term Debts	2082.389	3385.918	4505.990
Total borrowings	3682.243	6829.354	8374.778
Debt/Equity ratio	0.505	0.962	1.219

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	33773.396	40298.296	42581.094
		19.320	5.665

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	33773.396	40298.296	42581.094
Profit	512.083	(53.086)	(139.503)
	1.52%	(0.13%)	(0.33%)

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	No
8	Designation of contact person	No
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	No
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	Yes
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	Yes
32	Litigations that the firm/promoter involved in	--
33	Market information	Yes
34	Payments terms	No
35	Negative Reporting by Auditors in the Annual Report	No

UNSECURED LOAN

(Rs. In Millions)

Particular	As on 31.03.2015	As on 31.03.2014
Long Term Borrowing
Sales Tax Deferral Liability / Loan (an incentive under 1993 Package Scheme of Incentives of SICOM - Interest free)	266.428	306.058
Short Term Borrowing
Other Short Term Loans	350.000	0.000
Commercial Papers	250.000	0.000
Foreign Currency Loans	118.184	365.903
Total	984.612	671.961

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

The Management Discussion and Analysis presented in this Annual Report focuses on reviewing the performance of the Company for FY 2014-15, the financial statements of which have been prepared in compliance with the requirements of the provisions of the Companies Act, 2013 read with applicable rules, guidelines issued by the Securities and Exchange Board of India (SEBI) and the

Generally Accepted Accounting Principles (GAAP) in India. Our Management accepts responsibility for the integrity and objectivity of these financial statements, as well as for the various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs, profits and cash flows for the year.

BUSINESS & FINANCIAL REVIEW

The overall performance of the Company for the year 2014-15 has been sub-optimal. The profitability of the Company was badly impacted due to lower margins in consumer durables, abnormal increase in site expenses on account of cleaning up operation to ensure that there was good progress towards closure of overrun sites in projects business and various other factors including challenging business environment. During the year under reporting, the Company has closed 60 number of sites of Transmission Line Towers and also completed financial closure of most of them. The Company has taken several measures to ensure better management of working capital, monitoring of project performance on continuous basis and completion of projects as per schedule to avoid cost and time over run.

The gross turnover and other income achieved for the year ended 31 March 2015 was Rs.43094.200 crore, a growth of 5.63% over the previous year.

• PBDIT increased by 16.69% from Rs.970.900 Million to Rs.1132.900 Million.
• Interest cost atRs.1050.800 Million was higher by 34.20%, mainly on account of increase in borrowings levels.
• Net Loss was atRs.139.500 Million as against Rs.53.100 Million for the previous year.
• Earning Per Share (EPS) for the year was negative Rs.1.39.

ENGINEERING & PROJECTS BUSINESS UNIT (E&P BU)

The performance of EPC segment for FY 2014-15 has been satisfactory, as it achieved a turnover of Rs. 13360.000 Million with a growth of 16.12% over the previous year and closed 60 old project sites by removing all bottlenecks and resolving other operational issues.

During the year, some of the major projects commissioned by EPC include:

• Architectural lighting of iconic Chatrapathi Shivaji Terminus railway station, Mumbai with colour changing LED lights;

• Landscape LED lighting of Buddha Smriti Park, Patna;

• Sports lighting at Haldia Stadium;

• Lighting of Kalinga Hockey Stadium, Bhubaneswar;

• Illumination of Chennai outer ring road;

• Power Distribution project of RAPDRP WBSETCL for feeder renovation work in 5 towns (Jangipur, Dhulian, Sainthia, Kandi & Coochbehar);

• Power Distribution projects of Madhya Pradesh Purva Kshetra Vidyut Vitaran Company Ltd (MPPKVVCL) viz. Sidhi 2 and Balaghat;

• Power Distribution project of Chhattisgarh State Power Distribution Company Ltd (CSPDCL), Bhilai;

• 765kV Kurnool-Thiruvelam transmission line project of Power Grid Corporation of India;

• 400 kV Savangi-Kultabad and 132 kV Padegaon-Savangi transmission line projects of Maharashtra State Electricity Board

During FY 2014-15, EPC business has secured orders worth Rs. 33350.000 Million, comprising of Transmission Line Tower (TLT) & Sub- Station - Rs. 7280.000 Million, Power Distribution – Rs. 24740.000 Million and Illumination – Rs. 1330.000 Million. Some of the major orders received include:

• 72 meter flag mast (tallest mast of India);

• 63 meter flag mast supplied to Afghanistan;

• Floodlighting at Dehradun Cricket Stadium (first cricket stadium in Uttarakhand);

• Jammu – Udhampur tunnel lighting project;

• Kandla – Mundra road Illumination project;

• Hosur – Krishnagiri Road Illumination Project

• Nagpur – Betul highway lighting project;

• Reliance Jamnagar area lighting project by using 60M & 45M High mast and 2 Kw Flood Lights (largest order for construction lighting);

• Township electrification at DVC – Kodarma;

• City beautification project for Tamil Nadu Tourism (decorative poles and LED streetlights with remote controls);

• Architectural lighting of Dakshineswar Temple, Kolkata;

• Architectural lighting of Siddeshwar Temple, Solapur;

• PGCIL: 765 kV D/C Jabalpur-Orai transmission line (TE-02 and TE-03) erection packages; PGCIL: 765 kV D/C Jharsuguda- Dharamjaygarh Transmission Line (TW05) package;

• MSETCL: 400 kV D/C Quad Transmission line from 400 kV Koradi II SS to 765 kV Koradi III SS;

• BSPTCL: Construction of 3 Transmission lines of 220 and 132 kV near Musahari;

• RGGVY (XII Plan) & BRGF and System Strengthening Projects by Bihar Power Distribution Company Limited;

• RGGVY (XII Plan) projects by Madhya Pradesh Poorva Kshetra Vidyut Vitaran Company Limited;

• RGGVY (XII Plan) projects by Power Grid Corporation of India Limited at Kushinagar district, UP.

During the year, the performance of Ranjangaon Unit was also satisfactory, as it supplied about 500 masts and 9,000 poles in the last month of the financial year alone and over 50,000 poles in the whole year as against 42,500 poles in the previous year. During the year, EPC division has received following awards/recognitions :

• Markenomy Award for “Excellence in Transmission Infrastructure Sector”;

• Certificate of recognition from The Economic Times for “Outstanding Contribution in Infrastructure Development”;

• Peoples’ Choice Award from Lighting Analyst for CST lighting design using the world leading AGI32 software for lighting modelling;

• PGCIL Excellence award for outstanding performance in transmission line construction.

All SBU’s within EPC have strong teams with best of the industry talent. The focus of EPC teams for FY 2015-16 is to keep working capital under control while achieving hire growth in topline. The outlook for the coming year is positive due to major improvement in project execution capabilities and effective supply chain management.

CONSUMER DURABLES

Appliances division of the Company has a wide range of domestic & kitchen appliances including Irons, Mixers, Water Heaters, Coolers, Induction cookers, Toasters, Kettles, OTGs, Microwaves, Rice Cookers, Gas stoves, Chimneys, Non-electrical kitchen aids, Pressure Cookers, Stabilisers, Water Purifiers, etc., and is a dominant player in small appliances in India and enjoys leadership position in Mixers, Water heaters & Irons.

In order to bring in more focus on marketing, the division operates in two strategic business units : Kitchen Appliances (KAP) and Domestic Appliances (DAP).

During the year, appliances has reported a total turnover of Rs. 11650.000 Million with a growth of 3% and CAGR of 5% to remain a dominant player in the small appliances industry. KAP accounted for sales of Rs. 5790.000 Million and DAP accounted for sales of Rs. 5860.000 Million.

Due to sluggish market conditions, growing competitiveness, dominance of newer channels like E-commerce, the market remained price sensitive leading to pressure on margins. But the division has managed to maintain profitability and market share. New products launched during the year also contributed immensely to the performance.

Appliances division has so far set up 104 exclusive showrooms “BAJAJ WORLD” across the country through franchise and has plans to increase the same to 150 in 2015-16, which would give better visibility to Company’s appliances, fans & lighting products.

Morphy Richards (MR) brand of UK in its 12th year of association with the Company has achieved sales turnover of Rs. 2310.000 Million in FY 2014-15, with a growth of 12% and CAGR of 13%; and is poised to clock sales turnover of over Rs. 2600.000 Million in FY 2015-16. MR is the fastest growing international brand in the Indian small domestic appliances market and is the No.1 brand in India in Electric Kettles, Coffee Makers, Toasters and Oven Toaster Grillers.

During the year under reporting, MR introduced a new range of Water Heaters which has contributed significantly to its performance. MR has managed to maintain profitability and its position in the premium segment of small domestic appliance market in spite of sluggish market conditions and growing competitiveness.

CONTINGENT LIABILITIES:

(Rs. In Million)

Particulars	31.03.2015	31.03.2014
Claims against the Company not acknowledged as debts	59.726	1,38.639
Guarantees / Letter of Comfort given on behalf of Companies `Rs.13,56.053 Million (Previous Year `Rs.1056.053 Million )	1515.808	971.162
Liability towards Banks in respect of Bill Discounting / Channel Finance Facility	464.760	238.737
Excise and Customs demand - matters under dispute and Claims for refund of Excise Duty, if any, against Excise Duty Refund received in the earlier year	2.548	2.548
Service Tax matters under dispute and Claims	13.468	13.468
Income Tax matters - Appeal by company	45.660	47.976
Sales Tax matters under dispute	140.143	2,79.795
Penalty/damages/interest, if any, due to non-fulfillment of any of the terms of works contracts	Liability unascertained	Liability unascertained
(ii) Uncalled liability in respect of partly paid Shares held as investments	0.720	0.720

The Company has arranged channel finance facility for its dealers and distributors from Axis Bank Limited. The outstanding in respect of this facility as at Balance Sheet Date is Rs.556.540 Million (Previous Year Rs.559.387 Million). Accordingly, Trade Receivables at the end of the year stands reduced by the said amount. However, the company has provided a recourse of 33% of the outstanding that may be overdue and irrecoverable from the dealers, which works out to Rs.4.337 Million (Previous Year Rs.0.744 Million)

The Company has been sanctioned Sales Bills / Receivables Factoring facilities by banks for discounting the bills raised on its customers. The said facilities are with Full Recourse to the company. The outstanding in respect of these facilities as at Balance Sheet Date is Rs.460.423 Million (Previous Year Rs.237.993 Million). Accordingly, Trade Receivables at the end of the year stands reduced by the said amount.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10583978	09/07/2015	650,000,000.00	KOTAK MAHINDRA BANK LIMITED	27BKC, C 27, G Block, Bandra Kurla Complex, Bandra (E),, Mumbai, Maharashtra - 400051, INDIA	C60743788
2	10488986	25/03/2014	1,000,000,000.00	Axis Trustee Services Limited	Axis House, 2nd Flr, Bombay Dyeing Mills Compound,  , Pandurang Budhkar Marg, Worli,, Mumbai, Maharashtra - 400025, INDIA	C03053568
3	10240258	19/07/2013 *	14,967,100,000.00	SBICAP TRUSTEE COMPANY LIMITED	202 MAKER TOWER "E" CUFFE PARADE, COLABA, MUMBAI,  Maharashtra - 400005, INDIA	B81952178
4	10127278	10/10/2008	1,600,000,000.00	IDBI Bank Limited	IDBI TOWERWTC COMPLEX, CUFFE PARADE, MUMBAI, Maharashtra - 400005, INDIA	A49175995

* Date of charge modification

FIXED ASSETS

• Freehold and Leasehold Land
• Buildings
• Plant and Equipment
• Furniture and Fixtures
• Vehicles
• Offices Equipment
• Leasehold Improvements
• Temporary structure
• Roads and Culverts
• Computers
• Dies and Jigs
• Plant and Machinery
• Goodwill
• Computers Software
• Trade Marks

STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30^th JUNE 2015

Sr. No	Particulars	Standalone
		Quarter Ended
		30.06.2015
		Unaudited
1	Income From Operations
	a. Net Sales/ Income from Operations (Net of Excise Duty)	10058.600
	b. Other Operating Income	32.300
	Total Income from Operations (Net)	10090.900
2	Expenditure
	a. Cost of material Consumed	504.000
	b. Purchase of Stock-in trade	6820.700
	c. Changes in inventory of finished Goods, work- in-progress and Stock-in-trade	-84.400
	d. Employees Benefit Expenses	577.100
	e. Depreciation and Amortisation Expenses	69.700
	f. Erection and Subcontracting	431.000
	f. Other expenses	1240.100
	Total Expenses	9558.200
3	Profit from Operations before Other Income, Interest and Exceptional Items	532.700
4	Other Income	51.200
5	Profit from ordinary activities before finance cost & exceptional items	583.900
6	Finance Costs	237.200
7	Profit from ordinary activities after finance costs & exceptional items	346.700
8	Exceptional items	0.000
9	Profit from ordinary activities before tax	346.700
10	Tax Expense	143.300
11	Net Profit After Tax	203.400
12	Paid-up equity share capital (face value of Rs.10 per share)	201.600
13	Reserves excluding Revaluation Reserve as per balance sheet of previous accounting Year
14	Earning Per Share (of Rs.10 each) (not annualized)
	Basic EPS	2.02
	Diluted EPS	2.01
A	PARTICULARS OF SHAREHOLDING
15	Public Shareholding
	- No. of shares	37274711
	- Percentage of shareholding	36.97%
16	Promoter & Promoter Group Shareholding
	a) Pledged/Encumbered
	- No. of shares	Nil
	- Percentage of shareholding (as a % of the total shareholding of promoter and promoter group)	Nil
	- Percentage of shareholding (as a % of the total share capital of the company)	Nil
	b) Non-encumbered
	- No. of shares	63539285
	- Percentage of shareholding (as a % of the total shareholding of promoter and promoter group)	100.00%
	- Percentage of shareholding (as a % of the total share capital of the company)	63.03%

	Particulars	Quarter ended 30.06.2015
B	Investor Complaints
	Pending at the beginning of the quarter	Nil
	Received during the quarter	3
	Disposed off during the quarter	3
	Remaining unresolved at the end of the quarter	Nil

Particulars	Quarter ended 30.06.2015
Primary segment information
1. Segment Revenue
a) Lighting	2029.300
b) Consumer Durables	4758.100
c) Engineering and Projects	3302.300
d) Others	1.200
Total	10090.900
Less : Inter Segment Revenue	--
Net Sales	10090.900
Segment Results
a) Lighting	84.500
b) Consumer Durables	302.000
c) Engineering and Projects	193.100
d) Others	(0.700)
Total	578.900
Less
Finance Cost	237.200
Other un-allcocable expenditure net of unallocable income	(5.000)
Operating before tax	346.700
Capital Employed
a) Lighting	1036.800
b) Consumer Durables	1210.500
c) Engineering and Projects	7241.800
d) Others	34.700
e) Other Unallocable	2606.500
Total	12130.300

Notes :

1. The Company has identified its Business Segments as its primary reportable segments, which comprise of Lighting, Consumer Durables, Engineering & Projects and Others. 'Lighting' includes Lamps, Tubes, Luminaires, 'Consumer Durables' includes Appliances & Fans, ‘Engineering & Projects’ includes Transmission Line Towers, Telecommunications Towers, Highmasts, Poles and Special Projects including Rural Electrification Projects and 'Others' includes Wind Energy.

2. During the quarter, the Company has issued and allotted 51,570 Equity shares of Rs. 2 each, pursuant to exercise of stock options by eligible employees and said shares are ranking pari-passu in all respects including dividend entitlement.

3. The Nomination and Remuneration Committee of the Board of Directors of the Company at its meeting held on August 06, 2015 granted 4,25,000 stock options to the eligible employees of the Company at an exercise price of Rs. 261.15 per option under the Employees Stock Option Scheme. This price is the closing share price on the National Stock Exchange (NSE) on August 05, 2015, the last trading day before the grant of these options. The options will vest in four equal tranches between August 06, 2016 and August 06, 2019. The options may be exercised within three years from the date of vesting.

4. The figures of the previous year / period have been regrouped wherever necessary.

5. The above results have been reviewed by the Audit Committee, approved by the Board of Directors of the Company at their meeting held on August 06, 2015 and subjected to a “Limited Review” by the Statutory Auditors.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.66.38
UK Pound	1	Rs.102.59
Euro	1	Rs.74.89

INFORMATION DETAILS

Information Gathered by :	GYT
Analysis Done by :	KAS
Report Prepared by :	JYTK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
RBI	YES/NO	NO
EPF	YES/NO	NO
TOTAL		62

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.