25 Apr 2017 | Livemint.com

Last Updated: Mar 31, 03:41 PM
Maharashtra Scooters Ltd.


  • 1,890.00 21.00 (1.12%)
  • Vol: 356
  • BSE Code: 500266


  • 1,881.15 0.00 (0%)
  • Vol: 8217

Maharashtra Scooters Ltd. Accounting Policy


SEBI vide its Notification No. SEBI / LAD-NRO / GN / 2015-16 / 013 dated September 2, 2015 notified the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "SEBI Listing Regulations, 2015"), which were made applicable with effect from December 1, 2015, and repealed the erstwhile Listing Agreement with the stock exchanges.

This Report is in conformity with the provisions of Companies Act, 2013, Regulation 34 of Listing Regulations and Schedule V appended thereto.


Maharashtra Scooters Limited (here-in-after referred to as "Company") believes in and has always worked towards building trust with shareholders, employees, customers, suppliers and other stakeholders on the four key elements of Corporate Governance -transparency, fairness, disclosure and accountability. In addition to compliance with regulatory requirements, the Company endeavors to ensure that highest standards of ethical and responsible conduct are met throughout the Company.


The Company's policy is to have an appropriate blend of non-executive and independent directors, to maintain the independence of the Board and to separate the Board functions of governance and management.


The composition of the Board of Directors is in fully compliant with the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, including the appointment of requisite number of Independent Directors and Woman Director. As on March 31, 2016, the board comprised of five (5) Non-Executive Independent Directors and four (4) Non Executive Non-Independent Directors. Woman Director is a Non-Executive Independent Director. The Board has no institutional nominee director. The Company has a Non­executive Chairman.

According to Regulation 17(1)(b) of SEBI Listing Regulations, 2015, if the Chairman of the company is a promoter, at least one half of the Board of the Company should consist of independent directors. The Company is in compliance with this requirements as shown in Tables below:-


During the financial year ended March 31, 2016, the Board met five (5) times, on May 12, 2015, July 21, 2015, October 19, 2015, February 2, 2016 and March 15, 2016. The intervening gap between any two consecutive meetings was less than one hundred and twenty days.


The maximum tenure of independent directors is in accordance with Section 149(10) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.


During the year, the Board periodically reviewed compliance reports with respect to the various laws applicable to the Company, as prepared and placed before it by the Management.


The company issues a formal letter of appointment to independent directors in the manner as provided in Section 149(8) of the Companies Act, 2013. The terms and conditions of appointment of independent directors are placed on the company's website www.mahascooters.com  


In compliance with Schedule IV to the Companies Act, 2013 and Regulation 25 (3) of SEBI Listing Regulations, 2015, the independent directors held their separate meeting on March 15, 2016, without the attendance of non-independent directors and members of management, to inter-alia:

i) review the performance of non-independent directors and the Board as a whole;

ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non­executive directors;

iii) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All independent directors except Mrs. Charu Desai and Shri R.K. Nikharge were present at the meeting. The Independent Directors present elected Shri Yogesh Shah as Chairman for the meeting, deliberated on the above and expressed their satisfaction on each of the matters.


Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Board has carried out an annual evaluation of its own performance, and that of its Committees and individual directors. Manner in which formal annual evaluation was made by the Board of its own performance and that of its Committees and Individual Directors is given below:-

• Performance Evaluation Criteria for Board, Committees of the Board and Directors were approved by the board of directors at its meeting held on 13 October 2014. The criteria are placed on the company's website www.mahascooters.com  

• Based on the said criteria, Rating sheets were filled by each of the directors towards the end of the year with regard to evaluation of performance of the Board, its Committees and Directors (except for the director being evaluated) for the year under review.

• A consolidated summary of the Ratings given by each of the directors was then prepared, based on which a Report of performance evaluation was prepared by the Chairman in respect of the performance of the Board, its Committees and Directors during the year under review.

• The Report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and Board at their meetings held on May 23, 2016.

• As per the Report of performance evaluation, the Board shall determine inter-alia whether to continue the term of appointment of the director. During the year under review, the Independent Directors were appointed for the first time and there was no occasion to decide on the continuance of the term of appointment of any of the directors and hence the question of taking a decision on their re-appointment did not arise.


The Board of Directors and its various Committees were presented with all the relevant and necessary information at their meetings as stipulated in the Listing Regulations and pursuant to the provisions of the Companies Act, 2013 and other enactments as applicable.

The Board also reviewed, periodically, the legal compliance report presented by the Chief Executive Officer of the Company.


Regulation 17(5) of SEBI Listing Regulations, 2015 requires listed companies to lay down a code of conduct for its directors and senior management inter-alia, incorporating duties of directors as laid down in the Companies Act, 2013.

The Board has laid down a Code of Conduct for all Board Members, including Independent Directors and Senior Management of the Company. As mandated, the Code of Conduct is also posted on the website of the company viz., www.mahascooters.com As on March 31, 2016, all Board Members / Independent Directors and Senior Management Personnel have affirmed compliance with the Code.


The Board of the company has satisfied itself that plans are in place for orderly succession for appointments to the Board and to senior management.


With a view to familiarizing the independent directors with the company's operations, as required under Regulation 25 of the Listing Regulations, the company has held various familiarization programmes for the Independent Directors throughout the year.

The newly appointed Independent Directors were provided with a copy of latest Annual Report of the Company, the Code of Conduct for Directors, Code of Conduct for Prevention of Insider Trading. The Key Managerial Personnel of the company also apprised the new Independent Director on the functioning of the Board and the nature of operation of the Company's business activities. Independent

Directors were also provided with a Handbook on Independent Directors published by the Institute of Company Secretaries of India, New-Delhi, which lucidly explains their role, duties and responsibilities.

Directors in particular were informed about their roles, responsibilities and duties under the new SEBI Listing Regulations through Board papers and appointment letter given to them.

Directors, who were not members of the committees of Directors, were also invited and encouraged to attend the meetings of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee meetings held from time to time.


In compliance with provisions of Regulation 19(4) of Listing Regulations, the Board through its Nomination and Remuneration Committee has devised a policy on Board Diversity. The objective of the Policy is to ensure that the Board is comprised of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company.

It is recognized that the present composition of Board broadly meets with the above objective.


The Board at its meeting held on May 13, 2014 adopted vigil mechanism as required pursuant to Section 177(9) of Companies Act, 2013 and erstwhile Listing Agreement now under Regulation 22 of Listing Regulations.

The Vigil Mechanism provides for the director / employee to report violations, without fear of victimisation of any unethical behavior, suspected or actual fraud, violation of the Code of Conduct etc. which are detrimental to the organisation's interest. The mechanism protects Whistle Blower from any kind of discrimination, harassment, victimization or any other unfair employment practice.

The directors in all cases and employees in appropriate or exceptional cases will have direct access with the Chairman of the Audit Committee. "Vigil Mechanism" is placed on Company website www.mahascooters.com  


Pursuant to provisions of Regulation 21 of Listing Regulations, top 100 listed companies by market capitalization as at the end of immediate preceding financial year are required to constitute a Risk Management Committee. As at March 31, 2015, the name of this company had not figured in such a list.

However, as required by Regulation 17(9) of Listing Regulations, the company has laid down a procedure to inform Board members about the risk assessment and minimization procedures, to facilitate the board to implement and monitor the risk management framework of the company.


All Related Party Transactions (RPTs) which were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and did not attract provisions of section 188 of Companies Act, 2013 and were also not material in nature as envisaged under Regulation 23(4) of Listing Regulations.

During the financial year 2015-16, all RPTs were placed before Audit Committee for prior approval.

A summary statement of transactions with related parties was placed periodically before the Audit Committee during the year. Suitable disclosures have been made in the financial statements, together with the Management's explanation in the event of any treatment being different from that prescribed in accounting standards.

A statement showing the disclosure of transactions with related parties as required under Accounting Standard-18 is set out separately in this Annual Report.

The company has formulated a policy on materiality of Related Party Transactions and also on dealing with such Related Party Transactions. The said policy is available on the website of the company i.e. www.mahascooters.com  

Details of 'material' transactions, if any, with Related Parties are disclosed with the Compliance Report on Corporate Governance filed with the Stock Exchange/s.

There were no material transactions entered into with related parties, during the period under review, which may have had any potential conflict, with the interests of the Company.


The Company has constituted an Audit Committee comprising three non-executive Directors, all being independent Directors, composition of which is as given below. All members of the Audit Committee are financially literate. Shri Yogesh J. Shah and Mrs. Charu Desai have accounting / related financial management expertise.

The terms of reference of Audit Committee as approved by Board comply with the extant provisions of Companies Act, 2013 and Listing Regulations, as applicable.

The Board has been reviewing the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013, and applicable Listing Regulations.

The meetings of the Audit Committee are attended by its members and the invitees viz., Constituted Attorney, Chief Executive Officer, Chief Financial Officer, Internal Auditor and Statutory Auditors. Company Secretary acts as Secretary to the Committee.

The committee met four times during the year on May 12, 2015, July 21, 2015, October 19, 2015 and February 2, 2016. The time gap between two meetings was not more than one hundred and twenty days.

All the Members of the Committee attended all the meetings held during the year. Other Directors who were present by invitation also attended the meetings. Shri Yogesh J. Shah, Chairman of the Audit Committee was present at the 40th Annual General Meeting of the Company held on July 21, 2015, to answer shareholders queries.

Review of the information by the Audit Committee:

The Audit Committee reviews:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions submitted by management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors; and

• Internal audit reports relating to internal control weaknesses.


The Board constituted the Nomination and Remuneration Committee of the Board at its meeting held on October 13, 2014 and the Terms of reference for this committee were also approved by the Board in the said meeting in compliance with Regulation 19 of Listing Regulations and Section 178 of the Companies Act, 2013.

The Committee met twice on May 12, 2015 and February 2, 2016 and all the then members attended the same. Other Directors who were present by invitation also attended the meetings.

On the recommendation of Nomination and Remuneration Committee, the Board has adopted the policy on appointment of Directors / Independent Directors and Key Managerial Personnel and remuneration payable to them. As mandated, the said policy is posted on the website of the company viz., www.mahascooters.com  


In compliance with the provisions of Section 178 of Companies Act, 2013 and Regulation 20 of the Listing Regulations, the Board had constituted a "Stakeholders Relationship Committee" with following members:-

Shri N.S. Kulkarni, Company Secretary of the Company acts as Compliance Officer for the purpose of shareholders' matters. The terms of reference of said Committee are as under:-

1. To look into the redressal of complaints of security holders on matters relating to transfer of shares, dematerialization of shares, non-receipt of annual report, non-receipt of dividend, matters relating to issue of new share certificates etc.

2. To look into matters that can facilitate better security holders services and relations

The committee met once during the year on February 2, 2016, which was attended by all the members. Other Directors who were present by invitation also attended the meeting. Shri Shyamprasad D. Limaye, Secretarial Auditor and the Company Secretary, who acts as Compliance Officer, was also present at the meeting.

The Committee expressed its satisfaction on the overall status of compliance and actions taken on various investor related matters.


The Company has no subsidiaries and no associates.


The Company has put in place a 'Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices', in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992 as amended. These regulations have been substituted by SEBI with a new set of Regulations, which have come into effect from May 15, 2015.

Accordingly, the Board at its meeting held on May 12, 2015 has approved and adopted,

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The Code referred to in (a) above is placed on the Company's website: www.mahascooters.com  The said codes are being adhered to with effect from May 15, 2015.


The Company has no stock option plans for the directors and hence, it does not form a part of the remuneration package payable to any non-executive director. During the year under review, none of the directors was paid any performance-linked incentive.

In 2015-16, the Company did not advance any loans to any of the non-executive directors, and / or Manager. Details of Remuneration paid / payable to directors during 2015-16 are provided in an annexure to the Directors' Report in section VI of Form MGT-9, i.e. extract of the Annual Return.


Information on shares held by directors in the Company as on March 31, 2016 is provided in the annexure to the Directors' Report in section IV(v) of Form MGT-9, i.e. extract of the Annual Return.


Management Discussion and Analysis is given as a separate chapter in the Annual Report.

The Senior Management personnel of the Company have disclosed to the Board that they do not have any material financial and commercial transactions having personal interest, which may have a potential conflict with the interest of the Company.


Disclosure regarding appointment of Directors:

Brief resume and other details required to be disclosed in respect of Directors to be appointed / re-appointed by the Shareholders at the ensuing Annual General Meeting are given in the Notice convening the 41st Annual General Meeting of the Company.


Quarterly Results

The quarterly results were published in prominent dailies. Intimations were sent to Stock Exchanges well within the time-limit stipulated under the Listing Regulations.

Which newspapers normally published in

1. The Financial Express - all editions

2. Kesari - Pune edition

Any website, where displayed

The results are displayed on the website of the Company, www.mahascooters.com  as also on the website of Stock Exchange/s.

Whether it also displays official news releases and the presentations made to institutional investors or to the analysts


Whether Management Discussion & Analysis is a part of annual report or not.


The Company has its own website, www.mahascooters.com  which contains all important public domain information including the information mandated to be provided pursuant to the provisions of Companies Act, 2013 and Regulation 46 of Listing Regulations.

Section 20 and 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 permit companies to service delivery of documents electronically on the registered members' / shareholders' email addresses. The Company, during the year under review sent documents, such as notice calling the general meeting, audited financial statements, directors' report, auditors' report etc., in electronic form at the email addresses provided by the shareholders and made available by them to the Company through the depositories. Shareholders desiring to receive the said documents in physical form continued to get the same in physical form, upon request.

All financial and other vital official news releases and documents under SEBI Listing Regulations 2015 are also communicated to the concerned stock exchanges, besides being placed on the Company's website.


The Chief Executive Officer and Chief Financial Officer of the Company, have given to the Board a Compliance Certificate pursuant to Regulation 17(8) of Listing Regulations and Schedule thereto.


This report read with the information given in the Management Discussion and Analysis constitutes the Compliance Report on Corporate Governance during the year 2015-16. A quarterly compliance report has been submitted to the Stock Exchange/s as stipulated under Regulation 27(2) of Listing Regulations.


Auditors Certificate:

The Company has obtained a certificate from the auditors of the Company regarding compliance with the provisions relating to corporate governance laid down in Regulation 34 read with Schedule V of Listing Regulation, 2015 with the stock exchanges. This report is annexed to the Directors' Report for the year 2015-16 and will be sent to the stock exchanges along with the annual report.



The Company has complied with all the mandatory requirements of the SEBI Listing Regulations 2015.


The Company has also complied with the following discretionary requirements as stipulated in the SEBI Listing Regulations 2015:-(a) Modified opinion(s) in audit report

The Company confirms that its financial statements are with unmodified audit opinion.

b) Separate posts of Chairperson and Chief Executive Officer

The Company has appointed separate persons to the post of Chairman and Chief Executive Officer.

c) Reporting of Internal Auditor

The Internal Auditor reports directly to the Audit Committee.


Annual General Meeting

Date :July 25, 2016

Time :12.15 p.m.

Venue :C/o.Bajaj Auto Ltd., Mumbai Pune Road, Akurdi, Pune - 411035

Financial calendar

Audited annual results for year ending March 31 :May

Mailing of annual reports :June

Annual general meeting :July

Unaudited first quarter financial results :July

Unaudited second quarter financial results :October

Unaudited third quarter financial results: January / February


The Board of Directors had recommended an interim dividend @ Rs. 30 per equity share (300%) for the financial year 2015-16, already paid on March 30, 2016.

No final dividend is recommended by the Directors and that the interim dividend already paid is to be treated as final dividend, subject to the approval of Shareholders at the ensuing Annual General Meeting.

Payment of dividend

As per the new SEBI Listing Regulations, 2015, the Company shall use any electronic mode of payment approved by the Reserve Bank of India for making payment to the members. Where dividend payments are made through electronic mode, intimations regarding such remittance would be sent separately to the members. In case where the dividend cannot be paid through electronic mode, the same will be paid by warrants with bank account details printed thereon. In case of non-availability of bank account details, address of the members will be printed on the warrants.

For enabling the payment of dividend through electronic mode, members holding shares in physical form are requested to furnish, updated particulars of their bank account, to the share transfer agent of the Company i.e. Karvy along with a photocopy of a 'cancelled' cheque of the bank account and self-attested copy of PAN card.

Beneficial owners holding shares in electronic form are requested to furnish their bank account details to their respective depository participants and make sure that such changes are recorded by them correctly. The request for updation of particulars of bank account should be signed as per the specimen signature registered with Karvy / depository participants, as the case may be.

Unclaimed dividends

Unclaimed dividends upto 1994-95 have been transferred to the general revenue account of the Central Government. Those who have not cashed their dividend warrants for the period prior to and including 1994-95 are requested to claim the amount from Registrar of Companies, Maharashtra, Pune, PMT Building, Deccan Gymkhana, Pune 411 004.

In terms of the provisions of Section 205(C) of the Companies Act, 1956, the amount of dividend remaining unclaimed for a period of seven years is required to be transferred to the Investor Education and Protection Fund and in due compliance thereof, the Company had transferred the unclaimed dividend amounts for the financial years upto 2007-08 to the Investor Education and Protection Fund set up by the Central Govt. and now no claim in respect thereof lies either against the Fund or the Company.

As mandated by the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the particulars of the Shareholders whose dividend amounts have remained unpaid for the financial years 2008-09 onwards, are made available on the website of the Company i.e. www.mahascooters.com . The said details are also available on the portal of Investor Education and Protection Fund at www.iepf.gov.in . The Shareholders who have not encashed the dividend warrants for the period aforesaid are requested to immediately write to the Company / RTA to claim the unpaid amounts.

Share transfer agent

The Company has appointed Karvy Computershare Pvt. Ltd. as its share transfer agent and accordingly, processing of share transfer / dematerialization / rematerialisation and allied activities was outsourced to Karvy Computershare Pvt. Ltd., Hyderabad (Karvy) with effect from 10 July 2008.

All physical transfers, transmission, transposition, issue of duplicate share certificate(s), issue of demand drafts in lieu of dividend warrants etc. as well as requests for dematerialization / rematerialisation are being processed in periodical cycles at Karvy. The work related to dematerialization / rematerialisation is handled by Karvy through connectivity with National Securities Depository Ltd. and Central Depository Services India Ltd.

Share transfer system

Share transfers received by the share transfer agent / Company are registered within 15 days from the date of receipt, provided the documents are complete in all respects.

Stock code

BSE Ltd. :500266

National Stock Exchange of India Ltd. (NSE): MAHSCOOTER

ISIN for Depositories (NSDL and CDSL): INE118A01012

Listing on stock exchanges

Shares of the Company are currently listed on the following stock exchanges:

1. BSE Ltd., Mumbai

1st Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

2. National Stock Exchange of India Ltd. (NSE)

Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051

The listing fees payable for the financial year 2015-16 to each of the above stock exchanges have been paid in full by the Company. Market

Shareholders' and investors' grievances

The Board of Directors of the Company currently has a Stakeholders Relationship Committee consisting of three non-executive directors to specifically look into and resolve grievances of security-holders on various matters. Routine queries / complaints received from shareholders are promptly attended to and replied. Queries / complaints received during the period under review related to non-receipt of dividend by warrants as well as through electronic clearing service, non-receipt of annual report, non-receipt of transferred shares and change of address and / or bank particulars. There were no pending issues to be addressed or resolved.

During the year, letters were received from Investors / SEBI (SCORES) concerning 21 complaints filed by the shareholders on various matters. In respect of each of these complaints, replies were sent to Investors / Action Taken Report uploaded on SCORES and no complaint remained pending to be attended to / resolved.

Unclaimed Demat Suspense Account with HDFC Bank Ltd.

Pursuant to Regulation 39(4) of Listing Regulations, the Company, in due compliance of the prescribed procedure, had transferred 33,156 No. of unclaimed shares in respect of 236 Shareholders to the Unclaimed Suspense Account opened with HDFC Bank Ltd. Voting rights on such shares are to remain frozen till the rightful owner claims the shares.

The Company, acting as a trustee in respect of the unclaimed shares, follows the modalities for the operation of the said account in the manner set out in Regulation 33(3) and Schedule V (F) of the Listing Regulations.


Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in the case of death of the registered shareholder(s). The prescribed nomination form (SH-13) will be sent by the share transfer agent of the Company upon such request and is also available on the Company's website. Nomination facility for shares held in electronic form is also available with depository participant as per the bye-laws and business rules applicable to NSDL and CDSL.

Voting through electronic means

Pursuant to section 108 of the Companies Act, 2013 and the Rules framed thereunder, every listed company is required to provide its members, facility to exercise their right to vote at general meetings by electronic means.

The Company has entered into an arrangement with Karvy Computershare Pvt. Ltd., the authorized agency for this purpose, to facilitate such e-voting for its members.

The shareholders would therefore be able to exercise their voting rights on the items put up in the Notice of annual general meeting, through such e-voting method. The Company would also make arrangements to provide for voting facility at the venue of the Annual General Meeting.

Shareholders who are attending the meeting and who have not already cast their votes by remote e-voting shall only be able to exercise their right of voting at the meeting.

Cut-off date for determining voting rights of members shall be July 18, 2016 and the remote E-voting shall be open from July 22, 2016 (9.00 a.m.) till July 24, 2016 (5.00 p.m.). The Board has appointed Shri Shyamprasad Limaye, Practicing Company Secretary as scrutinizer for the e-voting process.

Detailed procedure for remote e-voting is given in the Notice of the 41st annual general meeting and also placed on the website of the Company.

Shareholders may get in touch with the Company Secretary for further assistance.

Address for correspondence

Investors and shareholders can correspond with the office of the share transfer agent of the Company or the registered office of the Company at the following addresses:

Karvy Computershare Pvt. Ltd.

Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032

Contact Persons

Mr. M.S. Madhusudan / Mr. Mohd. Mohsinuddin

Telephone No.: (040) 6716 1500 Fax No.: (040) 2300 1153

Direct No.040 6716 1562 E-mail:enward.ris@karvy.com  Website: www.karvy.com  

Maharashtra Scooters Limited

C/o. Bajaj Auto Ltd. Mumbai-Pune Road, Akurdi, Pune - 411 035

Company Secretary & Compliance Officer: N.S. Kulkarni

Telephone No.: (020) 6610 6564 E-mail: kulkarnins@baiaiauto.co.in   / investor_msl@bajajauto.co.in  Website: www.mahascooters.com