Bajaj Auto Ltd
Chairman Speech
Dear Shareholder,
I thought of starting with encouraging news about India's economic growth in 2016-17
(FY2017). But as I started looking at the latest evidence, it didn't seem as encouraging
as I believed it might be. In its latest advance estimate, the Central Statistical
Organisation of the Government of India has pegged India's real GDP growth for FY2017 at
7.1%. No doubt it is better than all developed countries and most emerging markets
including China. However, it is not as good as the 7.9% GDP growth achieved in FY2016.
So, we have grown; but not as much as last year. And we possibly have a longer way to
go to attain a steady state annual growth rate between 7.5% and 8%, which is what we need
to create a launchpad for greater employment, a more significant global economic presence
and accelerated poverty reduction.
In my view three factors have played a role in dampening growth this year. The first is
the lack of significant investments over the last four to five years. Of late, there has
been a serious effort at government investments in some key infrastructure areas. But that
takes time to translate into additional income and employment. And truth be told, there is
hardly any private sector investment worth the name.
The second is also related to private sector investments but linked to the state of our
banks, especially many of those under government ownership. The data for the quarter ended
31 December 2016 shows that for the 27 public sector banks which account for the vast
majority of the nation's loans and advances, bad loans, called gross non-performing assets
(NPAs), were estimated at Rs. 647,759 crore, or 88% of the total recorded NPAs across all
banks. This represents a 140% increase over what it was two years earlier, and constitutes
12% of total loans and advances. With these banks being badly stressed, there seems to be
no appetite for advancing term loans without which it is virtually impossible to envisage
the kind of investment spends needed for getting us securely on to a higher growth path.
The third is a shorter term aberration related to FY2017. I refer to the temporary
negative effects of demonetising Rs. 500 and Rs. 1,000 notes on 8 November 2016. Although
the estimates for October-December 2016 show no appreciable dip in either real GDP or GVA,
there seems to be enough evidence on the ground that removing over four-fifth of the value
of currency in circulation almost overnight and substituting it with a much slower
injection of the new Rs. 500 and Rs. 2,000 notes created constraints across various
sectors of the economy. It remains to be seen what the overall effect of this will be on
growth for the first half of FY2018. If at all, I hope it will be moderate.
In such a milieu, how has your Company fared? I would say this: Bajaj Auto could have
possibly done better, but given the circumstances, it has done reasonably well to be where
it is. Here are the key financials:
• Net sales de-grew by 3.5% to Rs. 21,374 crore. Total operating income (net sales
plus other operating income) decreased by 3.2% to Rs. 22,026 crore.
• Operating earnings before interest, taxes, depreciation and amortisation
(EBITDA) reduced by 5.3% to Rs. 4,778 crore.
• The operating EBITDA margin was 21.7% of net sales and other operating income.
This continues to remain the highest in the industry.
• Operating profit reduced by 5.6% to Rs. 4,470 crore.
• At 20.3%, the operating profit margin to net sales plus other operating income
was also the highest in the industry.
• Profit before tax (PBT) de-grew by 3.8% to Rs. 5,336 crore.
• Profit after tax (PAT) declined by 2.6% to Rs. 3,828 crore.
• Surplus cash and cash equivalents as on 31 March 2017 was up by 36% to Rs.
12,368 crore.
At a time of sluggish domestic growth and credit constraints coupled with political,
economic and currency problems in many countries that are your Company's leading importers
of motorcycles and three-wheelers, it requires considerable effort to fight against a
strong negative under-current and stay profitable. That is what Bajaj Auto has done in
FY2017.
Let me give you two examples. Consider the domestic market for motorcycles. Last year,
despite an overall de-growth of 0.4% in the number of motorcycles sold in India, Bajaj
Auto grew its sales by 7.2%. This year, while the industry as a whole grew its domestic
sales by 3.7%, your Company's sales increased by 5.4% in terms of volume to over 2 million
motorcycles. I need to emphasise that in FY2017, your Company's motorcycle sales grew
faster than its major competitors.
Similarly, in a year when domestic three-wheeler sales for the industry as a whole
dropped by 5%, Bajaj Auto ended FY2017 by selling 253,226 vehicles, just 0.7% below its
all-time record sales of FY2016. Consequently, in the domestic three-wheeler segment
(passenger as well as goods), your Company's market share increased from 47.4% last year
to 49.5% in FY2017. In the domestic three-wheeler passenger vehicle industry, BAL expanded
its market share by 2.2 percentage points, from 57.5% last year to 59.7% in FY2017.
Moreover, despite sluggish growth, Bajaj Auto's operating EBITDA was at 21.7%, which
continues to be the highest in the industry.
To me, the more significant problem in FY2017 has been the external sector. In my
letter to you last year, I had written that "due to external factors, especially poor
economic conditions and severe foreign currency constraints in some of the key importing
countries, we have not succeeded in equal measure on the export front — both in
motorcycles and three-wheelers". Unfortunately, this has been true for FY2017 as well
and, if I may say so, worse than in the previous year. Motorcycle exports de-grew by
16.5%; and three-wheeler exports fell by 31.2%. In terms of rupees, your Company's exports
fell by over 19% to Rs. 7,880 crore. In US dollars, it shrank by 23% to $1.09 billion.
Even so, Bajaj Auto is still India's largest exporter of both motorcycles and
three-wheelers and it enjoys significant market shares. I hope that exports will pick up
when some of these markets abroad get into better economic and financial shape. I am no
soothsayer, and cannot forecast when.
Bajaj Auto is a sound and profitable company. What we need is a year's uptick to take
us on to a new growth trajectory. May that be FY2018.
Let me share with you one more piece of information. Madhur Bajaj, who was the
Executive Vice Chairman has, from 1 April 2017, demitted his executive role within the
Company. He continues as your Non-executive Vice Chairman. My sincere thanks to him for
the role that he has played in Bajaj Auto.
Equally, my sincere thanks to our customers, dealers, vendors and employees who have
always done their utmost for your Company. And to you for your continued support.
With best regards,
Rahul Bajaj
Chairman
18 May 2017
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Bajaj Auto Ltd
Directors Reports
The Directors present their Tenth Annual report and Audited Financial Statements for
the year ended 31 March 2017.
Financial results
The financial results of the Company are elaborated in the Management Discussion and
Analysis Report.
The highlights of the Financial Results are as under:
| Sales in Numbers |
FY2017 |
FY2016 |
| Two-wheelers |
3,219,932 |
3,358,252 |
| Three-wheelers + Quadricycle |
446,018 |
535,329 |
| Total |
3,665,950 |
3,893,581 |
| Of which Exports |
1,411,333 |
1,739,629 |
|
|
(Rs. In Crore) |
| Particulars |
FY2017 |
FY2016 |
| Total income |
24,310.00 |
24,956.79 |
| Total expenses |
18,974.37 |
19,409.47 |
| Profit before tax |
5,335.63 |
5,547.32 |
| Tax expense |
1,508.07 |
1,617.65 |
| Profit for the year |
3,827.56 |
3,929.67 |
| Earnings per share (H) |
132.3 |
135.8 |
Closing balances in reserve/other equity
|
|
(Rs. In Crore) |
| Particulars |
FY2017 |
FY2016 |
| General reserve |
4,046.60 |
3,663.60 |
| Retained earnings |
12,562.56 |
9,305.17 |
| Cash flow hedging reserve |
200.27 |
23.86 |
| Costs of hedging reserve |
(64.67) |
(15.45) |
| Total |
16,744.76 |
12,977.18 |
Note: Detailed movement of above reserves can be seen in 'Statement of Changes in
Equity'
Dividend
The directors recommend for consideration of the shareholders at the ensuing annual
general meeting, payment of a dividend of Rs. 55 per equity share, (550%) for the year
ended 31 March 2017. The amount of dividend and the tax thereon aggregate to Rs. 1,915.51
crore.
For the year ended 31 March 2016, the total dividend paid (including interim dividend),
was also Rs. 55 per share of Rs. 10 each (550%) and the total dividend and the tax thereon
to the extent applicable also aggregated to Rs. 1,915.51 crore.
Share capital
The paid up equity share capital as on 31 March 2017 was Rs. 289.37 crore. There was no
public issue, rights issue, bonus issue or preferential issue, etc. during the year. The
Company has not issued shares with differential voting rights, sweat equity shares, nor
has it granted any stock options.
Operations
Detailed information on the operations of the Company and details on the state of
affairs of the Company are covered in the Management Discussion and Analysis Report.
Capacity expansion and new projects
The Company's current installed capacity is 6.06 million units per annum.
As regards our Quadricycle – QUTE, the product is ready for launch and the Company
awaits requisite approvals for sale in the domestic market.
The Qute was sold in various international markets during the year 2016-17.
Research and Development and technology absorption
A) Products
Many new products have been launched during the year under review. Detailed information
on the new products is covered in the Management Discussion and Analysis Report.
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.
• Facilities: R&D continued to enhance its design, computing, prototype
manufacturing and validation facilities. A number of new test facilities and prototyping
facilities were added.
C) Technology
As in the past, new and improved technology has been introduced during the year under
review and the detailed information on the same is covered in the Management Discussion
and Analysis Report.
D) Outgo
The expenditure on research and development during 2016-17 and in the previous year
was:
|
|
(Rs. In Crore) |
| Particulars |
FY2017 |
FY2016 |
| i. Capital (including technical know-how) |
35.26 |
52.82 |
| ii. Recurring |
332.38 |
282.34 |
| Total |
367.64 |
335.16 |
| iii. Total research and development expenditure as a percentage of sales |
1.62% |
1.43% |
Conservation of energy
The company continues its efforts to reduce and optimize the energy consumption at all
its manufacturing facilities, including the corporate office at Pune.
Significant reduction in energy consumption has been achieved by:
A) Electrical energy
• Elimination of compressors for pneumatically operated 132 kv circuit
breakers; by modifying circuit breakers to spring mechanism.
• Optimisation of centralised coolant system by relocation of production cells.
• Reduction in energy consumption by providing inverter drives with pressure
transmitter for hydraulic motors.
• Replacing conventional blower with higher capacity induction motor to achieve
optimal design in paint shop-tank cell air supply unit.
• Optimising compressed air pressure by use of portable small compressors on
holidays.
• Reduction in hidden loss by providing on-line loss measurement system for
transformer.
• Use of HVLS (High volume and Low Speed) fans for fixed load reduction of air
circulators.
B) Water
• Rain water harvesting.
• Re-use of treated water for processes like cooling towers, central coolant
systems, de-sludge pool and incinerator, compressor cooling tower and AHU, etc.
• Replacing rusty underground hydrant and raw water pipeline with above ground
level pipeline to arrest water leakages.
• Installation of second stage reverse osmosis at paint shop.
C) LPG/propane
• Thermal imaging/audit for ovens in paint shop and countermeasure.
• Weight reduction of job fixtures in heat treatment.
• Burner efficiency improvement through efficient burners.
• Upgrade of furnace insulation to reduce heat losses.
• Providing magnetic resonator in gas train pipeline to increase combustion
efficiency.
• Usage of low temperature chemicals for pre-treatment process.
D) Utilisation of renewable energy-key initiatives
• Two PV Solar Power Plants, with capacity of 110 KWp and 1100 KWp, are
installed at the Company's Akurdi Plant. Recurring saving of 1.57
• KWH and 15.5
• KWH respectively is being realised yearly. Benefit of Rs. 70 lakh per year.
• Additionally 1228 KWp (roof top) solar power plant installation is in progress
at the Company's Chakan Plant. Electricity saving to the extent of 17
• KWH per year is expected.
Benefit of Rs. 19 lakh per year.
• Installation of natural light transparent roof sheets.
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 following
table :
|
% Reduction w.r.t. previous year |
| Description |
FY2017 |
FY2016 |
| Electricity consumption |
1.98 |
5.96 |
| Water consumption |
18.73 |
16.99 |
| LPG/PNG consumption |
8.80 |
15.65 |
Investment/savings
|
|
(Rs. In Crore) |
| Description |
FY2017 |
FY2016 |
| Investment for energy conservation activities |
3.34 |
3.76 |
| Recurring savings achieved through above activities |
2.18 |
2.52 |
Awards and Accolades
| Sr. No. |
Details |
| 1 |
National Energy Management Award 2016 for 'Excellent Energy Efficient Unit' by CII to
Waluj Plant. |
| 2 |
National Award for Excellence in Water Management 2016 by CII to Waluj Plant. |
| 3 |
BAL Chakan received 'Certificate of Merit' Award in National Energy Conservation
Award, by Bureau of Energy Efficiency. |
| 4 |
BAL Chakan received ISO 14001 Certification for upgraded standard (2015). |
International Business
Bajaj Auto continues to be India's No. 1 exporter of motorcycles and three-wheelers. It
exports to 78 countries in Latin America, Africa, South Asia, Middle East and Asia Pacific
regions. During the year under review, exports accounted for 36.9% of the Company's net
sales. Detailed information on the International Business is given in the Management
Discussion and Analysis Report.
Foreign exchange earnings and outgo
The Company continued to be a net foreign exchange earner during the year.
Total foreign exchange earned by the Company during the year under review was Rs.
7,336.49 crore, compared to Rs. 9,404.68 crore during the previous year.
Total foreign exchange outflow during the year under review was Rs. 697.92 crore, as
against Rs. 774.90 crore during the previous year.
Industrial relations
Industrial relations with staff and workmen across all the plants, viz. Akurdi, Waluj,
Chakan and Pantnagar, continued to be cordial.
During the year, a wage settlement has been signed at Pantnagar on 1 August 2016 for a
period of three and half years from 1 June 2016 to 30 November 2019, on expiry of the
earlier settlement on 31 May 2016.
For the Akurdi and Chakan plants, periodic wage reviews are due with effect from 1
April 2016, as per the terms of the respective wage settlements signed for a period of 9
years, in the year 2010.
In view of the financial difficulties faced by the workmen, an interim wage raise has
been given to all Chakan workmen in October 2016, with effect from 1 April 2016.
The existing settlement at Akurdi Plant has been terminated in November 2016. The wage
review process will commence on receipt of a fresh charter of demands from the Union.
With active participation and involvement of employees, the Company has been able to
inculcate TPM culture for excellence and continuous improvement across all plants. The
plants have received many Awards during the year from Confederation of Indian Industry
(CII), Quality Circle Forum of India (QCFI), Indian Institution of Industrial Engineering
(IIIE) and National Convention Quality Circle (NCQC).
Waluj Motorcycle Division (MCD) received Gold Awards in QC Circle competitions
organised by QCFI at Nagpur and Aurangabad, apart from Excellence Awards in the
competitions held by QCFI at Raipur and Mumbai. It also received an Award in Champion of
Champions competition organised by CII at Bangalore and in the 3M Kaizen competition
organised by TPM Club and Institute of Quality at New Delhi.
Likewise, Waluj Commercial Vehicle Division (CVD) received Gold Medal/Gold
Performance/Excellent/ Best of Best Poka Yoke/Best of Manufacturing Support Awards in the
Mini/Annual Convention competitions organised by QCFI at Aurangabad and Nagpur. The CVD
also received Excellence Awards in the competition organised by NCQC at Raipur,
Chhattisgarh.
Chakan Plant received Gold Awards in the National Productivity Competition organised by
IIIE at Nagpur. The plant was declared as First Prize Winner in the TPM Circle
Competitions organised by CII at Aurangabad and Chennai.
Pantnagar Plant received Gold Award in the TPM Circle Competition organised by QCFI at
Rudrapur. The plant was also declared as a Winner in the TPM Circle competition organised
by CII at Chennai.
Ramkrishna Shekhaji Hivale, a workman from Central Heat Treatment (MCD) Waluj, has
received the National ‘Vishwakarma Rashtriya Puraskar' Award from the Labour and
Employment Ministry, Government of India, for the year 2014.
Two workmen from Waluj plant, viz. Ratankumar S Kamble from Final Assly-3Wh. and
Vishwanath Savta Jadhav from Final Assly-MCD, have received the Prime Minister's
‘Shram Bhushan' and ‘Shram Shree' Awards respectively for the year 2015.
Subsidiaries and joint ventures
PT. Bajaj Auto Indonesia
Routine business operations of PT. Bajaj Auto Indonesia, a 99.25% subsidiary of Bajaj
Auto, have currently stopped.
The Company has an agreement with KTM to establish and distribute the KTM branded bikes
in Indonesia, the largest motorcycle market in South-East Asia.
KTM and Bajaj Auto have decided for BAL to manage KTM in the Indonesian market with the
jointly developed range of products. Towards this, the joint product range has been
introduced in Jakarta through a local distributor. Further plans to build brand network
and supply chain are being developed.
During the year under review, a total of 1,598 units of KTM were sold in Indonesia.
It is intended that PT. Bajaj Auto Indonesia will hold the necessary regulatory
approvals for the Assembly operations and Product homologation in Indonesia.
Bajaj Auto International Holdings BV, Netherlands (BAIH BV)
Bajaj Auto International Holdings BV is a 100% Netherlands based subsidiary of Bajaj
Auto Ltd. Over the years, through this subsidiary, Bajaj Auto has invested a total of
€ 198.1 million (H 1,219 crore), and holds approximately 48% stake in KTM AG of
Austria (KTM). Calendar year 2016 has again been a good year for KTM, with highest sales
in units and highest turnover in the history of the Company. Detailed information on the
developments at the subsidiary and KTM AG is provided in the Management Discussion and
Analysis Report.
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 a practical and effective implementation programme.
Adoption of Confederation of Indian Industry (CII) Charters
The Company has adopted the CII Code of Conduct for Affirmative Action in the year
2006, effective from 1 December 2006.
In addition, during the year under review, CII had come out with a Model Code of
Conduct for its member companies with basic principles of doing business ethically. Your
Company, being a member of CII, has adopted the said Model Code of Conduct.
Further, with a view to showcasing industry's commitment to fair and ethical practices,
CII had also presented two charters on Fair and Responsible Workplace Guidelines viz.,
Charters on Fair and Responsible Workplace Guidelines for Collaborative Employee Relations
and Responsible Workplace Guidelines for Contract Labour to the members of CII. In support
of the initiative taken by CII and with a view to striving towards reducing the disparity
in treatment between regular and contractual work force, your Company has adopted the
above two charters during the year under review.
Extract of annual return
The extract of Annual Return as provided under sub-section (3) of section 92 of the
Companies Act, 2013, in the prescribed form MGT-9 is annexed to this Report.
Number of meetings of the Board
There were seven meetings of the Board held during the year. Detailed information is
given in the Corporate Governance Report.
Directors' responsibility statement
As required under clause (c) of sub-section (3) of section 134 of the Companies Act,
2013, directors, to the best of their knowledge and belief, state that-
• in the pr eparation of the annual accounts, the applicable Accounting Standards
had been followed along with proper explanation relating to material departures;
• the directors had 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 and loss of the company for that period;
• the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
• the directors had prepared the annual accounts on a going concern basis;
• the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls were adequate and were operating
effectively; and
• the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and were operating
effectively.
Details in respect of frauds reported by auditors under section 143(12)
During the year under review, there were no frauds reported by the auditors to the
Audit Committee or the Board under section 143(12) of the Companies Act, 2013.
Declaration by independent directors
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 section 149 (6) of the said Act.
Directors' Remuneration Policy and criteria for matters under section 178
Information regarding Directors' Remuneration Policy and criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under sub-section (3) of section 178 are provided in the Corporate Governance Report.
Particulars of loans, guarantees or investments
Information regarding loans, guarantees and investments covered under the provisions of
section 186 of the Companies Act, 2013 are detailed in the Financial Statements.
Related party transactions
No Related Party Transactions (RPTs) were entered into by the Company during the
financial year, which attracted the provisions of section 188 of the Companies Act, 2013.
There being no ‘material' related party transactions as defined under regulation 23
of SEBI Listing Regulations, 2015, there are no details to be disclosed in Form AOC-2 in
that regard.
During the year 2016-17, pursuant to section 177 of the Companies Act, 2013 and
regulation 23 of SEBI Listing Regulations, 2015, all RPTs were placed before the Audit
Committee for its approval.
The Policy on RPTs as approved by the Board is uploaded on the Company's website
www.bajajauto.com
Material changes and commitments
There have been no material changes and commitments affecting the financial position of
the Company, which have occurred between the end of the financial year and the date of
this Report.
Risk Management Policy
Information on the development and implementation of a Risk Management Policy for the
Company including identification therein of elements of risk, which in the opinion of the
Board may threaten the existence of the Company, is given in the Corporate Governance
Report.
Corporate Social Responsibility (CSR)
Detailed information on the Corporate Social Responsibility Policy developed and
implemented by the Company on CSR initiatives taken during the year pursuant to section
135 of the Companies Act, 2013 is given in the annexed Annual Report on CSR activities.
Formal annual evaluation of the performance of the Board, its Committees and Directors
Information on the manner in which formal annual evaluation has been made by the Board
of its own performance and that of its Committees and individual directors is given in the
Corporate Governance Report.
Presentation of financial statements
The financial statements of the Company for the year ended 31 March 2017 have been
disclosed as per Division ll of Schedule III to the Companies Act, 2013.
Indian Accounting Standards, 2015
The financial statements up to year ended 31 March 2016 were prepared in accordance
with the Accounting Standards notified under Companies (Accounting Standard) Rules, 2006
(as amended) and other relevant provisions of the Act.
The annexed financial statements comply in all material aspects with Indian Accounting
Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the Act)
[Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the
Act.
These financial statements are the first financial statements of the Company under Ind
AS.
Detailed information on the impact of the transition from previous GAAP to Ind AS is
provided in the annexed financial statements.
Consolidated financial statements
The directors also present the audited consolidated financial statements incorporating
the duly audited financial statements of the subsidiaries, and as prepared in compliance
with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing
Regulations, 2015 as prescribed by SEBI.
A separate statement containing the salient features of its subsidiaries in the
prescribed form AOC-1 is annexed separately.
Statutory disclosures
The summary of the key financials of the Company's subsidiaries (Form AOC-1) is
included in this Annual Report. A copy of the audited financial statements for each of the
subsidiary companies will be made available to the members of the Company seeking such
information at any point of time. The audited financial statements for each of the
subsidiary companies will be kept for inspection by any member of the Company at its
registered office during business hours. The same are placed on the Company's website
www.bajajauto.com
Details as required under the provisions of section 197(12) of the Companies Act, 2013,
read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, are annexed to this Report.
Details as required under the provisions of section 197(12) of the Companies Act, 2013,
read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, which form part of the Directors' Report, will be made
available to any shareholder on request, as per provisions of section 136(1) of the said
Act.
A Cash Flow Statement for the year 2016-17 is attached to the Balance Sheet.
Pursuant to the legislation ‘The Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013', the Company has a Policy on Prevention
of Sexual Harassment at Workplace. There was no case reported during the year under review
under the said Policy.
Directors and Key Managerial Personnel-changes
The Board at its meeting held on 16 March 2016 appointed Pradeep Shrivastava, as an
additional director and whole-time director with the designation of Executive Director for
a period of five years commencing from 1 April 2016. The members at the Ninth annual
general meeting have approved the appointment of Pradeep Shrivastava, as a whole-time
director with the designation of Executive Director.
During the year under review, Madhur Bajaj, whole-time director and Vice Chairman of
the Company informed the Board that due to certain commitments and other pre-occupations,
he would be unable to continue as a whole-time director of the Company and that he be
relieved of the responsibilities as a whole-time director of the Company with effect from
1 April 2017. He, however, informed that he would be willing to continue as a
non-executive director and Vice Chairman of the Company and that his services will
continue to be available to the Company on various matters as and when required. The
Board, at its meeting held on 15 March 2017, at the recommendation of the Nomination and
Remuneration Committee, approved the change in status of Madhur Bajaj from that of
Executive Vice Chairman to Non-Executive Vice Chairman with effect from 1 April 2017. The
Board placed on record its appreciation of the long and conscientious service rendered by
Madhur Bajaj as an Executive Vice Chairman of the Company.
Kantikumar R Podar, an independent director of the Company, after his long
distinguished tenure on the Board of the Company (including erstwhile BAL) since 19 August
1983, due to his health condition, tendered his letter of resignation to take effect from
15 March 2017. The Board placed on record its sincere appreciation of the valuable
services rendered by him during his long tenure. In his place, pursuant to section 149 and
regulation 17 (1) (b) read with regulation 25 (6) of SEBI Listing Regulations, 2015, Dr.
Naushad Forbes was appointed as an additional director in the category of non-executive,
independent director of the Company, with effect from 18 May 2017, at the meeting of the
Board held on 18 May 2017.
J N Godrej, an independent director of the Company, after his distinguished tenure of
nearly two decades on the Board of the Company (including erstwhile Bajaj Auto), tendered
his letter of resignation to take effect from 10 April 2017. The Board placed on record
its sincere appreciation of the valuable services rendered by him during his long tenure.
In his place, pursuant to section 149 and regulation 17 (1) (b) read with regulation 25
(6) of the SEBI Listing Regulations, 2015, Dr. Omkar Goswami was appointed as an
additional director in the category of non-executive, independent director of the Company,
with effect from 18 May 2017, at the meeting of the Board held on 18 May 2017.
In light of the provisions of the Companies Act, 2013, Madhur Bajaj and Shekhar Bajaj
retire from the Board by rotation this year and being eligible, offer themselves for
re-appointment. The information as required to be disclosed under regulation 36(3) of the
SEBI Listing Regulations, 2015 in case of re-appointment of the directors is provided in
the Notice of the ensuing annual general meeting.
There was no other change in the directors and KMP during the year under review.
Detailed information on the directors is provided in the Corporate Governance Report.
Significant and material orders passed by the regulators or courts
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals, which may impact the going concern status of the
Company and its operations in future.
Global Depository Receipts (GDRs)
During the year under review, the Company terminated its GDR programme w.e.f 1 February
2017. Detailed information about the same is given in the annexed General Shareholder
Information.
Details of internal financial controls with reference to the financial statements
The Company has documented its internal financial controls considering the essential
components of various critical processes, physical and operational. This includes its
design, implementation and maintenance, along with periodical internal review of
operational effectiveness and sustenance, which are commensurate with the nature of its
business and the size and complexity of its operations.
This ensures orderly and efficient conduct of its business, including adherence to the
Company's policies, safeguarding of its assets, prevention of errors, accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information.
The internal financial controls with reference to the financial statements were
adequate and operating effectively.
Corporate governance
Pursuant to SEBI Listing Regulations, 2015, a separate chapter titled ‘Corporate
Governance' has been included in this Annual Report, along with the reports on Management
Discussion and Analysis and General Shareholder Information.
All Board members and Senior Management personnel have affirmed compliance with the
Code of Conduct for the year 2016-17. A declaration to this effect signed by the Managing
Director (CEO) of the Company is contained in this Annual Report.
The Managing Director and CFO have certified to the Board with regard to the financial
statements and other matters as required under regulation 17 (8) of the SEBI Listing
Regulations, 2015.
Certificate from the Auditors of the Company regarding compliance of conditions of
corporate governance is annexed to this Report.
Business Responsibility Report
Regulation 34(2) of the SEBI Listing Regulations, 2015, as amended, inter alia,
provides that the annual report of the top 500 listed entities based on market
capitalisation (calculated as on 31 March of every financial year), shall include a
Business Responsibility Report.
Since Bajaj Auto Ltd. is one of the top 500 listed entities, the Company, as in the
previous years, has presented its BR Report for the financial year 2016-17, which is part
of this Annual Report. As a green initiative, the BR Report has been hosted on the
Company's website www.bajajauto.com
A physical copy of the BR Report will be made available to any shareholder on request.
Secretarial Standards of ICSI
Pursuant to the approval given on 10 April 2015 by the Central Government to the
Secretarial Standards specified by the Institute of Company Secretaries of India, the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.
Auditors
Statutory Auditor
The current auditors, viz. Dalal & Shah LLP, Chartered Accountants (Firm
Registration No. 102021W/W100110) were last re-appointed by the members at their annual
general meeting held on 17 July 2014 to hold the office of auditor from the conclusion of
the Seventh annual general meeting till the conclusion of this Tenth annual general
meeting.
As per the provisions of section 139 of the Companies Act, 2013, no listed company
shall appoint an audit firm as auditors for more than two terms of five consecutive years.
The Act also provided for an additional transition period of three years from the
commencement of the Act i.e. 1 April 2014. The current auditors had completed a period of
seven years at the commencement of the said Act and hence on their completing the
additional transition period of three years provided under the Act, the term of the
current auditors expires at the conclusion of the ensuing annual general meeting.
The Board of Directors at its meeting held on 18 May 2017, based on the recommendation
of the Audit Committee has recommended the appointment of S R B C & Co LLP, Chartered
Accountants, (Firm Registration No. 324982E/E300003) as the statutory auditors of the
Company for approval by the members.
S R B C & Co LLP, Chartered Accountants have consented to the said appointment and
confirmed that their appointment, if made, would be within the limits specified under
section 141(3) (g) of the Act and that they are not disqualified to be appointed as
statutory auditors in terms of section 143 of the Act.
S R B C & Co LLP, Chartered Accountants will be appointed as the statutory auditors
of the Company from the conclusion of the ensuing annual general meeting till the
conclusion of the Fifteenth annual general meeting, subject to ratification of their
appointment by the members at every intervening annual general meeting on a remuneration,
out-of-pocket expenses etc., incurred in connection with the audit as may be decided by
the Board in consultation with the auditors from year to year.
The members are therefore requested to appoint S R B C & Co LLP, Chartered
Accountants, as statutory auditors of the Company for a term of five years from the
conclusion of the ensuing annual general meeting till the conclusion of the Fifteenth
annual general meeting, to be scheduled in 2022, subject to ratification at each annual
general meeting and to fix their remuneration for the year 2017-18.
The statutory audit report does not contain any qualification, reservation or adverse
remark or disclaimer made by statutory auditor.
Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has re-appointed, Shyamprasad D Limaye, Practising Company
Secretary (Membership No.1587) to undertake the secretarial audit of the Company.
Secretarial audit report for the year 2016-17 issued by him in the prescribed form MR-3 is
annexed to this Report.
The said secretarial audit report does not contain any qualification, reservation or
adverse remark or disclaimer made by the Secretarial Auditor.
On behalf of the Board of Directors,
Rahul Bajaj
Chairman
Pune: 18 May 2017
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