Bajaj Auto Directors Report, Bajaj Auto Reports by Directors
Bajaj Auto
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Download Annual Report PDF Format 2014 | 2013 | 2012 | 2011
Directors Report Year End : Mar '14    « Mar 13
The directors present their Seventh Annual Report and audited Statement
 of accounts for the year ended 31 March 2014. Since this Report
 pertains to financial year that commenced prior to 1 April 2014, the
 contents therein are governed by the relevant
 provisions/schedules/rules of the Companies Act, 1956, in compliance
 with general circular No. 08/2014 dated 4 April 2014 issued by the
 Ministry of Corporate Affairs.
 The highlights are as under:
 Units in Numbers                           FY2014        FY2013
 Two-wheelers                            3,422,403     3,757,105
 Three-wheelers                            447,674       480,057
 Total                                   3,870,077     4,237,162
 Of which Exports                        1,583,935     1,547,157
                                                   (Rs.In Crore) 
 Particulars                                     FY2014       FY2013
 Total revenue                                20,855.92    20,792.74
 Gross profit before finance costs, 
 depreciation and amortisation                 4,812.15     4,433.54
 Finance costs                                     0.49         0.54
 Depreciation and amortisation                   179.61       166.77
 Profit before tax                             4,632.05     4,266.23
 Tax expense                                   1,390.10     1,222.66
 Profit after tax                              3,241.95     3,043.57
 Tax credits pertaining to earlier year            1.37        -
 Profit for the year                           3,243.32     3,043.57
 Add: Balance brought forward from 
 previous year                                 4,920.26     3,705.14
 Profit available for appropriation            8,163.58     6,748.71
 Transfer to General reserve                     325.00       305.00
 Proposed dividend (inclusive of
 dividend tax)                                 1,692.73     1,523.45
 Provision of dividend tax for previous 
 year written back                                 -            4.60
 Balance carried to Balance Sheet              6,150.45     4,920.26
 Earnings per share (Rs.)                         112.1        105.2
 The directors recommend for consideration of the shareholders at the
 ensuing annual general meeting, payment of a dividend of Rs. 50 per
 share, (500 per cent) for the year ended 31 March 2014. The amount of
 dividend and the tax thereon aggregate to Rs. 1,692.73 crore.
 Dividend paid for the year ended 31 March 2013 was Rs.45 per share (450
 per cent).  The amount of dividend and the tax thereon aggregated to Rs.
 1,523.45 crore.
 The operations of the Company are elaborated in the annexed Management
 Discussion and Analysis Report.
 Capacity expansion and new projects
 The Company''s current installed capacity is 5.76 million units per
 annum. The Company plans to increase the installed capacity to around 6
 million units per annum by March 2015.
 The 4 Wheeler project is going on as per plan and is being implemented
 at Waluj.  Commercial production of the four-wheeler RE 60 is slated
 for the second half of the current year.
 Research and Development and technology absorption
 A) Products Pulsar 200 NS
 After the successful launch of Pulsar 200 NS in May 2012, this model
 has been well received in markets like Colombia. During the year under
 review, it was launched in Indonesia under the joint brand of Kawasaki
 Bajaj. The bike has been well received. New colour and graphics have
 been introduced on the 200 NS to make it even more exciting.
 Discover 125 M
 The Discover 125 M is the quintessential 125. Built on the compact M
 platform, it is a great blend of performance and affordability. This
 engine develops class leading performance of 11.5 Ps power and 1.12
 Kg-m of torque, for a powerful drive, while maintaining the high fuel
 efficiency for which Discover brand is known for. The vehicle has a
 four-speed gear box suitably mated to the power characteristics of the
 engine. The agile handling chassis and suspension make this an ideal
 city bike.
 Discover 100 M
 The Discover 100 M is the new entry level Discover. It exemplifies the
 core values of high performance blended with great fuel economy. This
 product has been designed to complement the styling aspects of the ST
 and T series, which have created good appeal for the customers.  The
 vehicle is powered by a high performance four-valve air cooled 100 cc
 DTSi engine, delivering 9.5 Ps and Torque of 0.92 Kg-m, with a
 four-speed gear box suitably mated to the power characteristics of the
 engine. It has the best in class fuel efficiency. The careful
 engineering of the product has resulted in very attractive price to the
 KTM Duke 390 with ABS
 This joint venture between KTM and Bajaj saw yet another successful
 launch in the form of Duke 390. With the trademark Orange frame and
 alloy wheels typical to KTM, the bike lives upto the ''Ready to Race''
 tag of KTM brand exceptionally well.
 All variants of our RE range of three-wheeler products comprising
 small, medium and large platforms and covering gasoline, gaseous and
 diesel engines have been put through a complete upgrade. These products
 have been updated with much better driver comfort through revised
 ergonomics, smart looks, improved engine performance and revised gear
 ratios leading to excellent drivability and upto 15% improvement in
 fuel economy.
 DTSi technology has also been employed in the spark ignited engine
 versions, while five-speed gear box has been deployed in the diesel
 engine versions.
 B) Process
 R&D has been working on improving its operations in a number of areas
 as listed below.
 Manpower: R&D has been expanding its team size in areas of design,
 analysis and validation in order to keep up with the rapidly expanding
 aspirations of the Company. In the year under review, we have expanded
 our manpower by about 6%.
 Facilities: R&D continued to enhance its design, computing, prototype
 manufacturing and validation facilities. Such enhancement efforts have
 enabled R&D to develop durable and refined products. A number of new
 test facilities were put in to validate the durability and performance
 of the forthcoming two and four wheelers. The prototyping facilities
 were also augmented to enable building of the prototypes of these
 C) Technology
 1) Anti Lock Braking system was introduced on KTM Duke 390. Through
 this model, the domestic and export markets got the chance to
 experience the confidence and safety of ABS, while applying the brakes
 on this high performance bike. Customers and media alike were impressed
 by this feature and its performance.
 2) Technologies like Fuel Injection, five speed gear box, Multi valves,
 DTSi and light weighting have been employed on the RE60 to achieve
 excellent fuel economy, while at the same time provide great
 drivability and comfort to the driver and passengers. The product meets
 among other things the 400 kg weight limit prescribed in the European
 regulations for such category.
 D) Outgo
 The expenditure on research and development during 2013-14 and in the
 previous year was:
                                                     (Rs.In Crore) 
 Particulars                                 FY2014       FY2013
 i.  Capital (including technical 
 know-how)                                    87.11       109.19
 ii.  Recurring                              189.68       129.40
 Total                                       276.79       238.59
 iii. Total research and development 
 expenditure as a
 percentage of sales, net of excise duty       1.40 %       1.22%
 Conservation of energy
 Company has always been a forerunner in conservation of energy and
 natural resources.  Some of the important steps taken during the year
 under review are listed below:-
 A) Electrical energy
 - Installing and running variable speed NIRVAN screw air compressors at
 compressor houses.
 - Use of air pressure boosters for high pressure application in paint
 - Installation of energy efficient pumps/motors, equipments, air
 dryers, exhaust blowers, axial fans.
 - Installation of chillers with scroll compressor in paint shop.
 - Use of heat pump for water heating for washing machine.
 - Arresting compressed air leakages through audits and countermeasures.
 - Installation of soft start valve for machine to prevent air leakages.
 - Reduction in frequency of ASU and exhaust blowers of paint shop
 during break hours.
 - Use of transparent sheet in shops in place of shop lights (total 810
 - Separate AHU ducts for both V/A conveyors.
 - Use of LED/CFLs for street lighting/shop lightings/office.
 - Auto Shut Off - hydraulic, coolant, conveyor motors, fume extractors
 in motorcycle shop.
 B) Water
 - Elimination of water cooling for compressed air.
 - Reuse of treated water for process, installation of RO plant.
 Replacement of water cooled dryers of compressor with air cooled
 - Replace rusty underground hydrant and raw water pipe line with above
 ground level pipe line to arrest water leakage.
 - Use of auto closed water taps for controlled consumption of water at
 wash basin.
 - Usage of bio-cake for urinals and/or waterless urinals.
 - Modification of water distribution line by gravity from main storage
 tank to different shops at Pantnagar.
 - Rain water harvesting.
 C) LPG/Propane
 - Thermal imaging/audit for ovens in paint shop and countermeasure for
 heat loss areas identification.
 - Installation and commissioning of PNG gas supply at Chakan and
 - Optimising start up time of top coat ovens.
 - Provision of air curtains at oven exit to reduce heat loss.
 - Installation of low temperature chemical in tank cell.
 D) Utilisation of renewable energy - key initiatives
 - Installation of natural light transparent roof sheets.
 - Installation of light pipes.
 - Use of solar electrical energy.
 Impact of measures taken
 As a result of the initiatives taken for conservation of energy and
 natural resources, the Company has effected an overall reduction in
 consumption as given in the Table below:
                                     % Reduction previous year
 Description                                FY2014      FY2013
 Electricity consumption                    1.19        1.85
 Water consumption                         24.24       20.97
 LPG/propane consumption                   14.85        7.49
                                                       Rs.In Crore
 Description                                     FY2014        FY2013
 Investment for energy conservation 
 activities                                       4.36          3.67
 Recurring savings achieved through above 
 activities                                       2.74          2.30
 This chapter may be read with the Business Responsibility Report (BRR),
 which is part of the Annual Report.
 International business
 Bajaj Auto continues to outperform competition in terms of two and
 three-wheeler exports in spite of the grim world economic scenario. We
 have maintained our leadership position in exports and have dominated
 the Indian two and three-wheeler export scenario.  Bajaj has exported a
 total of 1,583,935 two and three-wheelers, highlighting the stellar
 lead the Company has established against competition.
 More details of International Business are set out in the annexed
 Management Discussion and Analysis Report.
 Foreign exchange earnings and outgo
 The Company continued to be a net foreign exchange earner during the
 Total foreign exchange earned by the Company during the year under
 review was Rs. 7,963.86 crore, compared to Rs. 6,565.34 crore during the
 previous year.
 Total foreign exchange outflow during the year under review was Rs.725.21
 crore as against Rs. 1,083.16 crore during the previous year.
 The above outflow excludes an investment of Rs. 67.75 crore (previous
 year: Rs. Nil) made in its subsidiary, PT. Bajaj Auto Indonesia (PT BAI)
 for increasing its stake from 99.25%.
 Industrial relations
 Industrial relations with staff and workmen at the plants at Akurdi,
 Waluj and Pantnagar continued to be cordial. This includes the
 relations with staff at the plant at Chakan.
 At Chakan, the workmen represented by the recognised union Vishwa
 Kalyan Kamgar Sanghatana, went on strike from 25 June 2013 to 13 August
 2013 for the reason that Management refused to accede to their demand
 of allotment of 500 shares to each workman at a discounted rate of Rs. 1
 per share. The union withdrew the strike unconditionally on realising
 Management''s firm decision and workers resumed work with effect from 14
 August 2013.
 At Chakan, wage review was due effective from 1 April 2013. Management
 offered Rs. 10,000 per month in a phased manner, depending upon the year
 of service etc., for three years. However, this issue is under
 At Akurdi, as per the provisions of the wage settlement dated 20 August
 2010, wage review was due and accordingly Memorandum of Understanding
 (MOU) was signed on 10 February 2014 giving wage rise of Rs. 10,000 per
 month per workman in a phased manner.
 At Waluj, Bajaj Auto Ltd. Employees'' Union, representing majority of
 the workmen, has submitted a Charter of Demands for the forthcoming
 wage settlement, which is due from 1 August 2014.
 PT. Bajaj Auto Indonesia (PT BAI)
 The Company has a Memorandum of Understanding with Kawasaki Heavy
 Industries (KHI) for jointly distributing its products in many of the
 ASEAN countries. This was a result of a successful strategy followed by
 the Company in launching its products in Philippines.  Enthused by the
 commendable success of this strategy, the Company has extended this
 strategy in Indonesia as well. Consequently, the operations at PT BAI
 have been scaled down significantly.
 During the year under review, the Company through KHI sold 13,570 nos.
 of Pulsars during the seven-month period commencing from August 2013.
 Bajaj Auto International Holdings BV, Netherlands (BAIH BV)
 Bajaj Auto International Holdings BV is a 100% Netherlands based
 subsidiary of Bajaj Auto Ltd.  Through this subsidiary, Bajaj Auto,
 over the years, has invested a total of €198.1 million and holds about
 48% stake in KTM AG of Austria (KTM), Europe''s second largest sport
 motorcycle manufacturer.
 Calendar year 2013 has been a record year for KTM, with highest sales
 in units and highest turnover in the history of the Company. KTM sold
 123,859 motorcycles, a growth of 15.6% and achieved a turnover of
 €716.4 million, a growth of 17.1%. Profit after tax was at €36.5
 million, a growth of 44.3%.
 Proportionate profit of €17.5 million has been accounted in the
 consolidated results of Bajaj Auto Ltd.
 During the year, Bajaj Auto manufactured 36,047 units of KTM Duke in
 its Chakan plant.  11,050 units were sold through the pro-biking
 network in India and 24,016 units were exported to various countries
 across the globe.
 In the annual general meeting held on 24 April 2014, for the year 2013,
 KTM AG has declared a dividend of €1.00 per share (for the year 2012,
 dividend declared was €0.70 per share).  BAIH BV is entitled to receive
 €5.2 million, being its share of dividend.
 KTM is listed in the Second Regulated Market of the Vienna Stock
 Exchange and its market capitalisation as on 31 March 2014 was €818
 Signing of anti-corruption Initiative of World Economic Forum (WEF)
 In support of the initiative taken by WEF, with a view to strengthening
 the efforts to counter bribery and corruption, your Company is a
 signatory to the Commitment to anti-corruption and is supporting the
 Partnering Against Corruption - Principles for Countering Bribery
 derived from Transparency International''s Business Principles. This
 calls for a commitment to two fundamental actions viz. a zero-tolerance
 policy towards bribery and development of practical and effective
 implementation program.
 Corporate Social Responsibility
 The Companies Act, 2013 notified section 135 of the Act concerning
 Corporate Social Responsibility alongwith the Rules thereunder and
 revised Schedule VII to the Act on 27 February 2014 to come into effect
 from 1 April 2014.
 The Company being covered under the provisions of the said section, has
 taken necessary initial steps in this regard. A Committee of the
 directors, titled ''Corporate Social Responsibility Committee'', has been
 formed by the Board in its meeting held on 28 March 2014, consisting of
 the following Directors -
 1.  Rahul Bajaj, Chairman
 2.  Rajiv Bajaj
 3.  Nanoo Pamnani
 The Committee has in place a CSR policy.
 The said section being enacted with effect from 1 April 2014, necessary
 details as prescribed under the said section shall be presented to the
 members in the Annual Report for the year 2014-15.
 Even when the said provisions were not mandated by the Ministry of
 Corporate Affairs, the Bajaj Group continued its Corporate Social
 Responsibility (CSR) initiatives in various fields, during the year
 2013-14. Activities in this area are set out in detail in the annexed
 CSR Report.
 In view of the provisions of the Companies Act, 2013, Madhur Bajaj and
 Sanjiv Bajaj have now become retiring directors. Thus they retire from
 the Board by rotation this year and being eligible, offer themselves
 for re-appointment. The information as required to be disclosed under
 clause 49 of the listing agreement in case of re-appointment of
 directors is provided in the Notice of the ensuing annual general
 Pursuant to section 149(4) of the Companies Act, 2013, every listed
 company is required to appoint at least one third of its directors as
 independent directors. The Board already has one half of its directors
 in the category of independent directors in terms of the provisions of
 clause 49 of the listing agreement. The Board therefore, in its meeting
 held on 28 March 2014 appointed the existing independent directors
 under clause 49 as ''independent directors'' pursuant to Companies Act,
 2013, subject to approval of shareholders.
 As required under the said Act and the Rules made there under, the same
 is now put up for approval of members at the ensuing annual general
 meeting. Necessary details have been annexed to the Notice of the
 meeting in terms of section 102(1) of the Companies Act, 2013.
 The independent directors have submitted the declaration of
 independence, as required pursuant to section 149(7) of the Companies
 Act, 2013 stating that they meet the criteria of independence as
 provided in sub-section(6).
 With the appointment of independent directors, the conditions specified
 in the Act and the Rules made there under as also under new clause 49 of
 the listing agreement stand complied.
 Directors'' responsibility statement
 As required by sub-section (2AA) of section 217 of the Companies Act,
 1956, directors state:
 - that in the preparation of annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures.
 - that 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 period.
 - that the directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 - that the annual accounts have been prepared on a going concern basis.
 Presentation of financial results
 The financial results of the Company for the year ended 31 March 2014
 as in the previous year have been disclosed as per the revised Schedule
 VI to the Companies Act, 1956, pursuant to notification dated 28
 February 2011 and General Circular No. 8/2014 dated 4 April 2014 issued
 by the Ministry of Corporate Affairs.
 Consolidated financial statements
 The directors also present the audited consolidated financial
 statements incorporating the duly audited financial statements of the
 subsidiaries, viz. PT. Bajaj Auto Indonesia and Bajaj Auto
 International Holdings BV, Netherlands as prepared in compliance with
 the accounting standards and listing agreement as prescribed by SEBI.
 Information in aggregate for each subsidiary company is disclosed
 separately in the consolidated Balance Sheet.
 Statutory disclosures
 Ministry of Corporate Affairs (MCA) vide circular No. 51/12/2007-CL-III
 dated 8 February 2011 has given general exemption with regard to
 attaching of the Balance Sheet, Profit and Loss Account and other
 documents of its subsidiary companies subject to fulfilment of
 conditions mentioned therein. The Company has fulfilled all the
 necessary conditions in this regard. Hence, the Company is not
 attaching the Balance Sheet, Statement of Profit and Loss and other
 documents of the subsidiary companies. The summary of the key
 financials of the Company''s subsidiaries is included in this Annual
 The annual accounts of the subsidiary companies and the related
 detailed information will be made available to the members of the
 Company and its subsidiary companies, seeking such information at any
 point of time. The annual accounts of the subsidiary companies will be
 kept for inspection by any member of the Company at its registered
 office and also at the registered office of the concerned subsidiary
 As required under the provisions of sub-section (2A) of section 217 of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975 as amended, particulars of the employees are set
 out in an annexure to the Directors'' Report. As per provisions of
 section 219 (1) (b) (iv) of the said Act, these particulars will be
 made available to any shareholder on request.
 Particulars regarding technology absorption, conservation of energy and
 foreign exchange earnings and outgo required under section 217(1)(e) of
 the Companies Act, 1956 and Companies (Disclosure of Particulars in the
 report of Board of Directors) Rules, 1988 have been given in preceding
 Directors'' responsibility statement as required by section 217(2AA) of
 the Companies Act, 1956 appears in a preceding paragraph.
 Certificate from auditors of the Company regarding compliance of
 conditions of corporate governance is annexed to this Report as
 Annexure 1.
 A cash flow statement for the year 2013-14 is attached to the Balance
 During the year under review, pursuant to the new legislation
 Prevention, Prohibition and Redressal of Sexual Harassment of Women at
 Workplace Act, 2013 introduced by the Government of India, which came
 into effect from 9 December 2013, the Company has framed a Policy on
 Prevention of Sexual Harassment at Workplace. There were no cases
 reported during the year under review under the said Policy.
 Corporate governance
 Pursuant to clause 49 of the listing agreement with stock exchanges, a
 separate section titled ''Corporate Governance'' has been included in
 this Annual Report, along with the reports on Management Discussion and
 Analysis and General Shareholder Information.
 SEBI vide its circular No. CIR/CFD/POLICY CELL/2/2014 dated 17 April
 2014 has notified the revised clause 49 of the listing agreement to be
 applicable with effect from 1 October 2014.  This Report therefore
 stands complied against the previous clause 49 of the listing
 All board members and senior management personnel have affirmed
 compliance with the code of conduct for the year 2013-14. A declaration
 to this effect signed by the Chief Executive Officer (CEO) of the
 Company is contained in this Annual Report.
 The CEO and Chief Financial Officer (CFO) have certified to the Board
 with regard to the financial statements and other matters as specified
 in clause 49 of the listing agreement and the said certificate is
 contained in this Annual Report.
 Business Responsibility Report
 Securities and Exchange Board of India (SEBI), vide its circular dated
 13 August 2012, has mandated inclusion of Business Responsibility
 Report (BRR) as part of the annual reports for listed entities. To
 begin with, SEBI has made it mandatory for top 100 listed entities
 based on market capitalisation at BSE and NSE as on 31 March 2012 to
 include BR Reports as part of their annual reports from the financial
 year ending on or after 31 December 2012. Since Bajaj Auto Ltd. is one
 of the top 100 listed entities, the Company, as in the previous year,
 has presented its BR Report for the financial year 2013-14, which is
 part of this Annual Report. As a green initiative, the BR Report has
 been hosted on the Company website A physical copy of
 the BR Report will be made available to any shareholder on request.
 Secretarial Standards of ICSI
 During the year under review, Secretarial Standards specified by the
 Institute of Company Secretaries of India (ICSI) from time to time were
 recommendatory in nature. Your Company, however, complied with the
 Auditors'' report
 The observations made in the Auditors'' Report, read together with the
 relevant notes thereon are self-explanatory and hence, do not call for
 any comments under section 217 of the Companies Act, 1956.
 Pursuant to the provisions of section 139 of the Companies Act, 2013
 and the Rules made there under, the current auditors of the Company,
 Dalal & Shah, Chartered Accountants are eligible to hold the office for
 a period of three years, upto 2017.
 The members are requested to appoint Dalal & Shah, Chartered
 Accountants, as auditors for three years from the conclusion of the
 ensuing annual general meeting till the conclusion of the 10th annual
 general meeting in 2017 and to fix their remuneration for the year
 Cost Auditors
 A P Raman was appointed as Cost Auditor to conduct audit of cost
 accounts maintained by the Company for the financial year 2013-14. The
 full particulars of the Cost Auditor and cost audit conducted by him
 for the financial year 2012-13 are furnished below:-
 ICWA Membership No.                  837
 Registration No. of Firm             110141
 Address                              Golok, Plot No.13, Sector No.28
                                      Pradhikaran, Nigdi, Pune - 411 044
 Details of Cost Audit Report for 
 the financial year 2012-13:
 (a) Due date of filing               30 September 2013
 (b) Actual date of filing            27 September 2013
 On behalf of the Board of Directors,
 Rahul Bajaj 
 15 May 2014
Source : Dion Global Solutions Limited
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