Bal 2014 For Web1
Bal 2014 For Web1
Bal 2014 For Web1
Since 1945
7th
ANNUAL
REPORT
2013-14
Contents
Board of Directors 02
Management Team 04
Chairman’s Letter 06
Corporate Governance 30
Directors’ Report 53
Kevin D’sa
President (Finance)
C P Tripathi Works
Advisor (CSR)
l Mumbai-Pune Road
Akurdi, Pune 411 035
Rahul Bajaj
Chairman
Madhur Bajaj
Vice Chairman
3
4
5
Bajaj Auto Limited
7th Annual Report 2013-14
Chairman’s
Letter
Dear Shareholder,
Last year, I shared with you my concerns about India’s gloomy economic landscape in
the course of 2012-13 and, looking forward to 2013-14, had written, “I do not yet see
signs of substantial recovery in the near future. The decline in the growth may have
bottomed out; but incremental growth will be modest. I shall be pleasantly surprised if
India can grow its real GDP by over 6% in 2013-14.”
Regrettably, desired growth has not occurred in the year under review. In 2012-13,
the country achieved real GDP growth of just 4.5%. In an environment of widespread
inactivity, risk aversion and non-governance — where critical economic and infrastructure
decisions were kept in abeyance for one reason or the other — there was little chance of
any significant improvement in the investment cycle and, thus, the growth rate.
Hence, April-June 2013 saw real GDP growth of 4.4% compared with the same quarter of the
previous year; July-September 2013 was marginally better at 4.8%, but wholly insufficient
to boost the next take-off; and October-December 2013 was 4.7%. The Central Statistical
Organisation’s forecasted growth for 2013-14 is 4.9%. Personally, I am not so sure that even
this growth is possible, for it assumes over 5.5% growth in the fourth quarter of the fiscal
year, i.e. for January-March 2014. However, even if it were to occur, the fact is that India’s
GDP will have grown by less than 5% for two consecutive years. Surely, we deserve better.
Yet, there are rays of hope. In the recently held national elections, the Bharatiya Janata
Party (BJP) has alone won a majority of Lok Sabha seats. Along with BJP’s partners, the
National Democratic Alliance (NDA) has secured in the lower house of Parliament a total of
336 seats. The new Prime Minister, Mr. Narendra Modi, has a clear bias in favour of growth
and economic development; and a proven record of doing so over three consecutive terms
as the chief minister of Gujarat. There is a sense of optimism in the air and, like many in
industry and in the corporate world, I hope that the new national government of Mr. Modi
and his cabinet colleagues, will focus on removing all impediments to growth and thus allow
the corporate sector to regain its entrepreneurial ‘animal spirits’ that had all but disappeared
in the last few years under the Congress-led United Progressive Alliance (UPA).
It will be a difficult task and much needs to be done, especially in the first six months to a
year of governance to demonstrate definitive growth intent. I wish Mr. Modi and his team
well but with a warning: many believed that when the UPA-II government was formed in
2009 with a stronger mandate and without the drag-down presence of the communist
parties,
there would be a burst of much needed reforms. As we know, these did not occur. The new
NDA government must, therefore, ensure that this is not another false dawn. India cannot
afford that mistake yet again.
It is time now to focus on your Company’s performance during 2013-14. Let me first give the
headline numbers and then share some of my thoughts.
l It was a very difficult market. Consequently, net sales and other operating income
was flat at H 20,348 crore.
l Sales in volume terms reduced by 8.7%, with Bajaj Auto selling 3.87 million units
compared to 4.24 million units in the previous year. This is a cause of concern and I
shall dwell upon it in this letter.
l Exports rose by 2.4% — 1.58 million units in 2013-14 versus 1.55 million units last
year. In terms of revenue, however, depreciation of the Indian rupee helped in
lifting exports by 22.1% to H 8,199 crore.
7
Bajaj Auto Limited
7th Annual Report 2013-14
l At H 4,305 crore in 2013-14, your Company’s operating EBITDA was 7.8% higher than the
previous year. The operating EBITDA margin was 21.2% of net sales and other operating
income, which was 1.6 percentage points higher than in 2012-13. It is by far the highest
margin in our industry.
At another level, however, we need to ask why should Bajaj Auto have a flat growth in the top
line? Or why should your Company, with its outstanding offerings of motorcycles,
lose 4 percentage points of domestic market share — to 20% in 2013-14?
I have shared this thought with Mr. Rajiv Bajaj, your Company’s Managing Director, who leads
a performance driven team. As the CEO, he will I am sure take a decision which is in the best
long-term interests of your Company.
On my part, I wish to look forward to rapidly growing domestic sales as well as exports.
Simply put, any time on the streets, I should see Pulsars, Discovers, Platinas and KTM
Dukes zipping by, let aside the three-wheelers which, in any case, dominate the market.
And, coming from where I do, Bajaj scooters. That’s what I mean by Hamara Bajaj.
With the new national government at the helm, I also believe that we will again see a
period of economic optimism and growth. I envisage an environment where we will return
to consumer confidence who will make the purchases that had been held back over the
last few years. With that, I look forward to a much needed rise in demand for motorcycles.
I have huge faith in the capability of Bajaj Auto’s Management. If it could produce superior
EBITDA margins in a challenging year, it is best placed in the industry to deliver higher
sales and a greater market share when the headwinds disappear — as I expect they will
under the new national government.
Penultimately, I wish to congratulate Mr. Rajiv Bajaj for winning NDTV’s Business Leader of
the Year Award, 2013 as well as that of CNN-IBN. His team and he have delivered
performance through good and bad years. These awards recognised the superior merits
of the team that he leads.
Finally, as always, my thanks to our employees, dealers, vendors and customers who make us
what we are. And to you for the support that you show.
Rahul Bajaj
Chairman
18 May 2014
8
Bajaj Auto Limited
7th Annual Report 2013-14
Management
Discussion
and
Analysis
SPARK
TRIPLE
9
Bajaj Auto Limited
7th Annual Report 2013-
14
Bajaj Auto’s
Performance Highlights
for FY2014
l In an extremely challenging year for the industry, net
sales and other operating income was flat at H 20,348
crore.
SPARK
TRIPLE
11
Bajaj Auto Limited
7th Annual Report 2013-
14
Chart A shows the two-wheeler industry’s sales (Domestic + Exports) over the last seven fiscal
years. Charts B and C illustrate Bajaj Auto’s performance over the same years.
Chart A shows the slackening of growth for motorcycles. In India, after growing at over
20% in FY2010 and FY2011, it fell to 11.9% in FY2012 and then plummeted to -0.1% in
FY2013. Although there has been a slight increase in growth to 3.9% in FY2014, this has
occurred not because of the introduction of superior products but significant sales
promotion and pushing of excess stocks. Incidentally, since FY2000, this was the third
worst year for the motorcycle industry as a whole.
Bajaj Auto Limited
7th Annual Report 2013-14
18
16
4.427
3.439 3.807
14
12 2.830
11.944 11.952 12.463
10
2.067 10.500
8
1.524 1.636 8.444
6 6.806
6.544
4
0
FY2008 FY2009 FY2010 FY2011 FY2012 FY2013 FY2014
Chart B: Net Sales and Operating Income, Net Operating Profit and PAT
Net Sales and Operating Income (D Crore)
N
20,000 4,500 et
18,000 O
4,000
pe
16,000 3,500 ra
14,000 tin
3,340 3,243 3,000
3,004 3,044 g
12,000
2,500 Pr
10,000 ofi
2,000 t
8,000
1,500 an
6,000 1,704
d
4,000 1,000 P
A
2,000 756 656 500
T
0 0 (D
FY2008 FY2009 FY2010 FY2011 FY2012 FY2013 FY2014 Cr
SPARK
TRIPLE
4,500 25
21.7 21.2
4,000 20.4 20.2 19.6
3,500 20
EBITDA (D Crore)
1,000
5
500
0
FY2009 FY2010 FY2011 FY2012 FY2013 0
FY2008 FY2014
EBITDA EBITDA%
13
Bajaj Auto Limited
7th Annual Report 2013-14
Motorcycles
Table 1 gives the data of Bajaj Auto’s sale of motorcycles, both domestic and exports.
Chart D plots the data.
Table 1: Bajaj Auto’s Sale of Motorcycles, Domestic and Exports (in numbers)
Bajaj Bajaj
Domestic Bajaj Auto's Auto's Bajaj
sales Domestic Auto's domestic domestic Exports Bajaj Auto's Auto's
Year ended for the sales domestic sales market for the exports of share of
31 March industry growth sales growth share industry motorcycles exports
Source: SIAM and Company data. Note: Industry refers to the sale (or exports) of all motorcycle manufacturers in India.
Chart D: Bajaj Auto’s Motorcycle sales, domestic and exports (in nos.)
3,000,000
2,500,000
2,000,000
1,500,000
1,000,000
500,000
0
FY2010
FY2011 FY2012 FY2013 FY2014
In FY2014, Bajaj Auto sold over 3.42 million motorcycles in India and abroad. It sold almost
2.1 million motorcycles in India which, however, was 14.8% less than in the previous year.
Part of the reason was a difficult market. However, it is equally true that there were some
headwinds in the Discover, which affected sales in the country’s large ‘Commuter’ segment.
These problems have been identified and are being addressed. We, therefore, expect to
perform better in this segment in the coming year.
On the export front, the Company did well. Exports of motorcycles in FY2014 increased by
2.3% to 1.32 million motorcycles and the products captured significant market shares in key
geographies — which is discussed later in this chapter.
14
Bajaj Auto Limited
7th Annual Report 2013-14
Within India, Bajaj Auto continued to lead in the upper end. It sold 667,000 motorcycles in the
‘Performance’ segment in FY2013 and maintained a domestic market share of 46%. Here, the
Company’s key brand is the Pulsar, now in its 12th year and ubiquitous on Indian roads.
In May 2012, the Pulsar 200 NS was launched. It redefined the sports motorcycle segment in
India in terms of performance, style and technology.
During FY2014, the Company sold 649,000 motorcycles in the ‘Performance’ segment in India
and exported another 245,000 units. At the upper end of the Pulsar segment — comprising
Pulsar 200 NS and Pulsar 220 — the sales were: 74,000 motorcycles in India and
81,000 motorcycles in the export markets.
It may be recalled that Bajaj Auto launched the KTM Duke 200 in January 2012, which
was retailed in major towns and cities through exclusive KTM showrooms. With its
powerful four-stroke single-cylinder engine with injection, six-speed transmission and
low fuel
consumption, the KTM Duke 200 has created a niche for itself. In FY2014, another model was
introduced — the KTM Duke 390 with ABS. With its trademark orange frame and alloy wheels,
the KTMs have become a rage among the young in urban India. This year, the Company sold
over 11,000 KTMs in India, which is a solid achievement given that these are high end,
high priced bikes. More significantly, over 24,000 KTMs were exported.
Once a marginal entity, the Avenger has now caught the fancy of urban Indians who want
to ride cruisers. In FY2014, Bajaj Auto sold almost 41,000 Avengers and the demand keeps
increasing within an urban niche.
The Discover family found over 985,000 buyers within India and another
191,000 customers abroad.
The Platina, a well-engineered, fuel efficient entry level product for the lower end of the
‘Commuter’ segment sold almost 460,000 units in India and more than 43,000 units abroad.
And the Boxer as well as CT 100, which are made for the export markets, found almost
834,000 customers in different parts of the world. Incidentally, Boxer is the No.1 brand in
Africa among all competitors.
Particulars FY2012 FY2013 FY2014 FY2012 FY2013 FY2014 FY2012 FY2013 FY2014
The domestic industry as a whole, comprising four major participants and countless small local
players, saw domestic sales for three-wheelers in FY2014 falling by 10.9% over the previous
year — thanks to an unstable political environment across many states and a marked
reluctance of road transport authorities to issue fresh permits. In this environment,
Bajaj Auto’s sales declined by 17% to 186,912 units. Consequently, the Company’s domestic
market share in three-wheelers reduced from 42% in FY2013 to 39% in FY2014.
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Bajaj Auto Limited
7th Annual Report 2013-14
There were some solid performances in an otherwise difficult year. Bajaj Auto’s
three-wheelers maintained a strong performance in the petrol and alternate fuel markets
with a domestic share of 84%. It also maintained its dominance of the small diesel market
with a market share of 68%. Moreover, Bajaj Auto’s market share in the large diesel segment
increased from 12% in FY2013 to 16% in FY2014.
The Company launched a number of new product variants focusing on best mileage, lowest
maintenance, competitive pricing. These were:
l The RE Compact in petrol, CNG, LPG and diesel options, for the small vehicle markets.
l The RE Optima in CNG, LPG and diesel options, pitched for the large as well as small
vehicle markets.
The Company’s export performance in three-wheelers was better. It sold 260,762 vehicles in
FY2014 — representing a 2.7% growth in exports. It continues to be India’s largest exporter of
three-wheelers and, in volume terms, accounts for 73.8% of such exports from the country.
This growth in exports is a good development given that it has come on the back of a major
compression witnessed in the previous year.
At the time of writing this chapter, there have been some positive developments for
this sector. Maharashtra has issued fresh three-wheeler permits for around 80,000
units.
The Company expects other large states such as Delhi and Andhra Pradesh to follow suit.
More significantly, after two years of intense discussion and debates, the Ministry of
Road Transport and Highways has approved the inclusion of a new category of
vehicles,
the Quadricycles. This opens the way for Bajaj Auto to enter into a new segment.
International Business
Bajaj Auto is India’s No.1 exporter of motorcycles and three-wheelers. It exports to some
60 countries and enjoys the No.1 or No.2 position in 17 of them. During FY2014, exports
accounted for 41.6% of the Company’s net sales.
18
Bajaj Auto Limited
7th Annual Report 2013-14
In motorcycles, exports showed a volume growth of 2.3% to close at 1.32 million units.
There were strong market share improvements across South Asia, the Middle East,
Latin America and Africa.
Both, Discover and Pulsar continued to gain market share in key markets like Colombia,
Central America, Egypt, Sri Lanka and Bangladesh. Boxer continued to hold market share in
Africa and, in many cases, gained at the expense of Chinese brands to further strengthen its
leadership position in markets such as East Africa and Nigeria. A new product, the Boxer 150,
was successfully launched across various markets. Considerable emphasis was on entering
new markets such as Argentina, Turkey, Ghana, Afghanistan, Lebanon, Guinea, Togo, Mali,
Burkina Faso and Liberia.
Chart E plots the growth of exports of the Company, while Chart F gives a sense of the
composition of exports across major geographies for FY2014.
9,000
41.6 45
8,000
40
7,000 34.2 34.4
35 As
Exports (D Crore)
31.3
6,000 28.2 28.0 a
30
23.6 %
5,000
25 of
4,000 N
20
et
3,000
15 S
2,000 al
10 es
1,000
5
0
0
FY2008 FY2009 FY2010 FY2011 FY2012 FY2013 FY2014
19%
7%
Africa
ASEAN
19
Bajaj Auto Limited
7th Annual Report 2013-14
The Discover 100 M is powered by a high performance four-valve air cooled 100 cc DTSi
engine, with a four-speed gear box suitably synchronised to the power characteristics of
the engine. It has best-in-class fuel efficiency. Its relatively compact size has enhanced the
handling character of the vehicle. Discover 100 M uses Nitrox twin shock absorbers for great
ride comfort. Careful engineering of the product
has resulted in offering a very attractive price to
the customer.
Discover 125 M
The Discover 125 M is the quintessential
Discover 125. Built on the compact
M platform, it is a great blend of performance
and affordability. This engine provides for a
powerful drive while maintaining high fuel
efficiency for which the Discover brand is
known. With a four-speed gear box suitably
mated to the power characteristics of the
engine, Discover 125 M’s agile handling
chassis and suspension make it an ideal city
bike.
20
Bajaj Auto Limited
7th Annual Report 2013-14
Pulsar 200 NS
After the successful launch of Pulsar 200 NS in May 2012, this model has been well received
in markets like Colombia. In FY2014, it was launched in Indonesia under the joint brand of
Kawasaki Bajaj. The bike has been well received. New colour, decals and graphics have been
introduced on the 200 NS to make look even more exciting.
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Bajaj Auto Limited
7th Annual Report 2013-14
Three-wheelers: RE
All variants of the RE range of three-wheelers — comprising the small, medium and large
platforms and covering petrol, gaseous and diesel engines — have been put through a
complete upgrade. These 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. Moreover, the DTSi
technology has been employed in the spark ignited engine versions, while a five-speed
gear box has been deployed in the diesel engine versions.
A new initiative called ‘Lean on Investment’ was launched in-house as well as with suppliers
to minimise investments for capacity augmentation. This resulted in reducing the investment
needed by H 78 crore both in-house and across the supply chain.
In FY2014, the Waluj plant, which is the export hub of Bajaj Auto produced
1.81 million motorcycles (with 1.13 million export) and 0.45 million of three-wheelers
(with 0.26 million exports). The Pantnagar plant produced 0.93 million motorcycles.
And the Chakan plant, having core competencies in manufacturing high end sports bikes,
produced 0.69 million vehicles.
24
Bajaj Auto Limited
7th Annual Report 2013-14
Table 4 gives the Company’s plant-wise capacities and their product range.
FY2014
Plant As on 31 March 2014 Product Range
RE 60 60,000
Waluj subtotal 2,760,000
Chakan 1,200,000 Pulsar, Avenger, Ninja and KTM
Pantnagar 1,800,000 Platina and Discover
Grand total 5,760,000
Subsidiary
Bajaj Auto International Holdings BV (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), 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. It 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
(H 301 crore), a growth of 44.3%.
Proportionate profit of €17.5 million (H 145 crore) has been accounted in the consolidated
results of Bajaj Auto Ltd.
In its annual general meeting for the calendar year 2013, held on 24 April 2014, for the
year 2013, KTM AG has declared a dividend of €1.00 per share, compared to €0.70 per share
for the year 2012. BAIH BV is entitled to receive €5.2 million as its share of dividend.
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 KTM/KTM distributors.
KTM is listed in the Second Regulated Market of the Vienna Stock Exchange and its
market capitalisation as on 31 March 2014 was €818 million.
25
Bajaj Auto Limited
7th Annual Report 2013-14
Financials
Table 5 gives the summarised Profit and Loss statement of Bajaj Auto Ltd.
(H In Crore)
Particulars FY2013 FY2014
Operations
Sales 20,618 20,727
Less: Excise duty 1,129 1,009
Net Sales 19,489 19,718
Other operating income 862 630
Total operating income 20,351 20,348
Cost of materials consumed, net of expenses capitalised 14,344 13,812
70.5% 67.9%
Stores and tools 124 125
0.6% 0.6%
Employee cost 639 726
3.1% 3.6%
Factory and administrative expenses 585 636
2.9% 3.1%
Sales and after sales expenses 666 744
3.3% 3.6%
Total expenses 16,358 16,043
Earnings before interest, tax, depreciation and amortisation
(EBITDA) 3,993 4,305
19.6% 21.2%
Interest 1 1
Depreciation and amortisation 167 179
Operating profit 3,825 4,125
18.8% 20.3%
Non-operating income 373 428
Less: Non-operating expenses 1 1
Non-operating income, net 372 427
Surplus on pre-payment of sales tax deferral liability/loan 69 80
Profit before tax 4,266 4,632
Tax expense 1,222 1,389
Profit after tax 3,044 3,243
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Bajaj Auto Limited
7th Annual Report 2013-14
Bajaj Auto has a lean and tightly controlled cost structure. As Table 5 shows, fixed cost forms
a small part of its operating income. Consequently, its operating profit at 20.3% is well above
any other automobile company in the country.
Surplus cash and cash equivalents as on 31 March 2014 stood at H 7,759 crore versus
H 5,706 crore as on 31 March 2013. The surplus funds are invested in (i) fixed income
securities rated P1+ and equivalent for short-term investments, (ii) AA+ and above rated
securities for long-term investments and (iii) fixed deposits with banks.
Consolidation of accounts
and segment reporting
Table 6 gives the data.
Segment revenue
Automotive 20,466 20,439
Investments 373 396
Unallocable - 5
Total 20,839 20,840
Segment results
Profit from each segment before tax
Automotive 3,990 4,401
Investments 372 395
Unallocable - 5
Total 4,362 4,801
Less: Interest 1 1
Profit before tax 4,361 4,800
Profit after tax 3,133 3,380
Cautionary Statement
Statements in this Management Discussion and Analysis describing the Company’s objectives,
projections, estimates and expectations may be ‘forward looking’ within the meaning of
applicable laws and regulations. Actual results may differ from those expressed or implied.
27
Bajaj Auto Limited
7th Annual Report 2013-14
Corporate Governance
Bajaj Group’s commitment to good corporate governance practices predates SEBI and
clause 49 of the listing agreements. Transparency, fairness, disclosure and accountability
are the main thrust to the working of the Bajaj Group. Bajaj Auto Ltd. (‘BAL’ or ‘the
Company’ or ‘Bajaj Auto’) maintains the same tradition and commitment.
Given below are the Company’s corporate governance policies and practices for 2013-14.
As will be seen, Bajaj Auto’s corporate governance practices and disclosures have gone well
beyond complying with the statutory and regulatory requirements in accordance with the
provisions of clause 49 of the listing agreement.
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 states compliance against the previous clause 49 of
the listing agreement, applicable for the year 2013-14.
Board of Directors
In keeping with the commitment of the Management for the principle of integrity and
transparency in business operations for good corporate governance, the Company’s
policy is to have an appropriate blend of executive and independent directors to
maintain the independence of the Board and to separate the Board functions of
governance
and management.
Composition
As on 31 March 2014, the Board of Bajaj Auto consisted of sixteen directors, of whom three
directors were executive. Nine out of thirteen non-executive directors were independent and
one of them was a woman director.
According to clause 49, if the chairman is executive or a promoter, at least one half of
the Board should consist of non-executive, independent directors. As Table 1 shows,
this provision is met at Bajaj Auto.
In terms of the approvals given by the Board of Directors and shareholders, Nanoo Pamnani
will be paid H 1,500,000 as additional commission for the year 2013-14 in consideration
of the extra services rendered by him at the request of the Management
during the year 2013-14.
The meeting of the Board held on 28 March 2014 approved revision in the sitting fees
payable to the directors as H 100,000 per meeting of the Board and its Committees attended
by the non-executive directors as members, to be effective from 1 April 2014 or from the
effective date of the Rules in this regard, whichever is later.
The Company currently does not have a stock option programme for any of its directors.
30
Bajaj Auto Limited
7th Annual Report 2013-14
Board procedures
During 2013-14, the Board of Directors met six times: on 16 May 2013, 19 July 2013,
24 September 2013, 16 October 2013, 16 January 2014 and 28 March 2014. The gap
between any two meetings has been less than four months.
Whether attended
Name of director Category Meetings attended last AGM
31
Bajaj Auto Limited
7th Annual Report 2013-14
Rahul Bajaj 4 2 0 0
Madhur Bajaj 6 0 0 0
Rajiv Bajaj 4 1 0 1
Sanjiv Bajaj 6 4 1 5
D S Mehta 4 0 0 5
Kantikumar R Podar 3 1 0 0
Shekhar Bajaj 3 4 0 0
D J Balaji Rao 10 0 4 6
J N Godrej 5 3 1 2
S H Khan 5 2 4 5
Ms Suman Kirloskar 1 1 0 0
Naresh Chandra 9 1 0 10
Nanoo Pamnani 4 0 5 2
Manish Kejriwal 3 0 0 3
P Murari 8 3 3 5
Niraj Bajaj 6 5 0 1
Notes: Private limited companies, foreign companies and companies under section 25 of the Companies Act, 1956 are excluded for
the above purposes. Only Audit Committee and Shareholders’ Grievance Committee are considered for the purpose of committee
positions as per listing agreement.
None of the directors was a member in more than 10 committees, nor a chairman in more
than 5 committees across all companies, in which he/she was a director.
Code of conduct
The Board at its meeting on 30 January 2008 laid down a code of conduct for all directors
and senior management of the Company, which has been posted on the website
www.bajajauto.com
All directors and senior management personnel have affirmed compliance with the code
for 2013-14. A declaration to this effect signed by the Managing Director/Chief Executive
Officer is given in this Annual Report.
32
Bajaj Auto Limited
7th Annual Report 2013-14
Audit Committee
Constitution and composition
After the demerger of erstwhile BAL in 2008, the new Bajaj Auto set up its Audit Committee
in 2008. The Company has been reviewing the working of the Committee from time to time
to bring about greater effectiveness in order to comply with various requirements under the
Companies Act, 1956 and clause 49 of the listing agreement. The present Audit Committee
consists of the following directors:
All members of the Audit Committee are independent, non-executive directors and are
‘financially literate’ as required by clause 49. Moreover, the Audit Committee has members
who have ‘accounting or related financial management expertise’.
The terms of reference of the Audit Committee are extensive and go beyond what is mandated
in clause 49 of the listing agreement and section 292A of the Companies Act, 1956.
Subsidiary companies
During the year, the Audit Committee reviewed the financial statements, including the
investments made by the two overseas subsidiaries, viz., PT. Bajaj Auto Indonesia and
Bajaj Auto International Holdings BV, Netherlands. A statement of all significant
transactions and arrangements entered into by the subsidiary companies was regularly
placed before the Board.
Disclosures
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.
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Bajaj Auto Limited
7th Annual Report 2013-14
The Board has laid down procedures to inform it of the Company’s risk assessment
and minimisation procedures. These are periodically reviewed to ensure that
Management identifies and controls risk through a properly defined framework.
There were no public issues, rights issues, preferential issues, bonus issues etc. during the year.
During the year, the Committee met thrice on 16 May 2013, 16 October 2013 and
28 March 2014. Committee deliberated about the remuneration payable to the
managerial personnel, after considering their background, job profile, past remuneration
etc.
in comparison with financial position and performance of the Company, trends in the industry
etc. and also referring to a report of a reputed independent consultant on the subject.
The Committee then recommended for the consideration of the Board the revision to be
made in the remuneration payable to the managerial personnel.
On 28 March 2014, all the members of this Committee except S H Khan attended this meeting
and the Committee, inter alia, recommended for consideration of the Board the following:-
i) appointment of independent directors for a period of 5 years w.e.f. 1 April 2014 under
the Companies Act, 2013;
ii) change of status of non-retiring directors, viz. Madhur Bajaj, Sanjiv Bajaj
and Manish Kejriwal to that of retiring directors;
iii) constitution of Corporate Social Responsibility (CSR) Committee and fixing of its
terms of reference;
iv) re-appointment of retiring directors, viz. Madhur Bajaj and Sanjiv Bajaj at the
ensuing annual general meeting.
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Bajaj Auto Limited
7th Annual Report 2013-14
Remuneration of directors
Pecuniary relationship or transactions of
non-executive directors
1. J N Godrej is a director and shareholder of Godrej and Boyce Manufacturing Company
Ltd., which is a vendor to Bajaj Auto. Purchases of goods from this company have been
in the ordinary course of business and, for the year ended 31 March 2014, amounted
to H 0.74 crore.
2. Shekhar Bajaj is a director of Bajaj Electricals Ltd. During the year under review, the
total value of transactions between Bajaj Auto and Bajaj Electricals Ltd., which has
been in the ordinary course of business, amounted to H 0.03 crore.
3. Shekhar Bajaj is a director of Hind Musafir Agency Ltd., an accredited travel agency.
During the year under review, the total value of services availed of by Bajaj Auto from
Hind Musafir Agency Ltd., which has been in the ordinary course of business, amounted to
H 18.17 crore.
4. The register of contracts maintained by the Company under section 301 of the
Companies Act, 1956, contains record of the transactions entered into with the
above companies. The register is signed by all the directors present at the
respective
Board meetings.
Non-executive directors
Non-executive directors are paid sitting fees and commission on net profits as separately
stated in this Report.
Executive directors
Executive directors are entitled to superannuation benefits payable in the form of an annuity
from an approved life insurance company which forms part of the perquisites allowed
to them. No pension is paid by the Company.
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 executive and/or non-executive director. During the
year under review, none of the directors was paid any performance- linked incentive.
In 2013-14, the Company did not advance any loans to any of the executive and/or
non-executive directors. Table 5 gives details of the remuneration paid or payable to
directors during 2013-14.
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Bajaj Auto Limited
7th Annual Report 2013-14
Salary and
Name of director Relationship with other directors Sitting fees perquisites Commission Total
Shekhar Bajaj Brother of Madhur Bajaj and Niraj Bajaj 80,000 – 400,000 480,000
Notes: Salary and perquisites include all elements of remuneration i.e. salary, allowances and benefits. No bonus, pension or incentive
is paid to any of the directors. The Company has not issued any stock options to any of the directors. The term of executive directors
does not exceed five years.
Management
Management discussion and analysis
This is given as a separate chapter in the Annual Report.
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Bajaj Auto Limited
7th Annual Report 2013-14
Shareholders
Appointment and/or re-appointment of directors
According to section 152(6)(a) of the Companies Act, 2013, not less than two-thirds of
the total number of directors shall be directors liable to retire by rotation and under
section 152(6) ‘total number of directors’ for this purpose shall not include ‘independent
directors’ as appointed under section 149 of the Companies Act, 2013.
These sections and the rules thereunder being notified by the Ministry of Corporate Affairs
on 26 March 2014 to come into effect from 1 April 2014, apply to the position of directors
who retire by rotation at the ensuing annual general meeting.
In view of the above, the Board at its meeting held on 28 March 2014 resolved to change
the status of Madhur Bajaj, Sanjiv Bajaj and Manish Kejriwal, the current non-retiring
directors as directors retiring by rotation. The Board also resolved at the same meeting
that Rahul Bajaj and Rajiv Bajaj would continue as the non-retiring directors in the
Company.
Brief profiles of Madhur Bajaj and Sanjiv Bajaj, the retiring directors have been given in the
Notice being issued to the shareholders convening the seventh annual general meeting of the
Company. More details on this subject have been furnished in the Directors’ Report.
Communication to shareholders
Quarterly, half-yearly and annual financial results are published in numerous leading dailies,
such as Financial Express and Kesari. The official press release is also issued. The
Company also sends the half-yearly financial results, alongwith a detailed write-up, to each
household of shareholders.
Bajaj Auto has its own website, www.bajajauto.com, which contains all important public
domain information, including presentations made to the media, analysts and institutional
investors. The website also contains information on matters such as dividend history,
answers to Frequently Asked Questions (FAQs) by the various shareholder categories and
details of the corporate contact persons. All financial and other vital official news releases are
also communicated to the concerned stock exchanges, besides being placed on the
Company’s website.
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Bajaj Auto Limited
7th Annual Report 2013-14
The Company also files the following information, statements, reports on the website as
specified by SEBI:
l Full version of the Annual Report including the Balance Sheet, Statement of Profit
and Loss, directors’ report and auditors’ report, cash flow statement, half-yearly
financial statement and quarterly financial statements.
l Shareholding pattern.
The shares of the Company (after demerger) got listed for the first time on 26 May 2008.
At the sixth annual general meeting held on 19 July 2013, no special resolution was
passed. At the fifth annual general meeting held on 18 July 2012, no special resolution
was passed.
At the fourth annual general meeting held on 14 July 2011, a special resolution was passed
regarding payment of commission to the non-executive directors of the Company for a
further period of five years commencing from 1 April 2011.
No resolution of shareholders was passed through postal ballot during the previous year.
During the year under review, the Committee met on 28 March 2014 to review the
status of investors’ services rendered. All members except J N Godrej were present
at the meeting. The secretarial auditor as well as Company secretary (who is also the
compliance officer) were also present. More details have been furnished in the
chapter on General Shareholder Information.
Pursuant to the circular issued by SEBI in December 2010, dealing with physical unclaimed
share, the Company, after sending three reminders to the concerned shareholders, has already
opened a demat account with HDFC Bank titled as “Bajaj Auto Ltd. unclaimed suspense
account” to which all the unclaimed shares stand transferred in terms of the said circular.
CEO/CFO certification
The CEO and CFO have certified to the Board with regard to the financial statements and other
matters as required by clause 49 of the listing agreement. The certificate is contained in this
Annual Report.
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Bajaj Auto Limited
7th Annual Report 2013-14
Non-mandatory
The Company has also complied with most of the non-mandatory requirements as under:
1. The Board
The requirement regarding non-executive chairman is not applicable, since the
chairman of the Company is executive Chairman.
None of the nine independent directors of the Company have tenures exceeding a period of
nine years on the Board.
2. Remuneration Committee
The Company has a Remuneration Committee known as “Remuneration and Nomination
Committee”. A note on this Committee is provided in the Annual Report.
3. Shareholder rights
A half-yearly declaration of financial performance including summary of significant
events in the preceding six months, is sent to each household of shareholder.
4. Audit qualifications
There are no qualifications in the financial statements of the Company for
the year 2013-14.
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Bajaj Auto Limited
7th Annual Report 2013-14
General
Shareholder
Information
Annual General Meeting
Date 17 July 2014
Time 12.15 p.m.
Venue Registered office at
Bajaj Auto Ltd.
Complex Mumbai-Pune
Road Akurdi, Pune 411
035
Financial calendar
Audited annual results for year ending 31 March 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
Dividend
The Board of Directors of Bajaj Auto has proposed a dividend of H 50 per equity share
(500 per cent) for the financial year 2013-14, subject to approval by the shareholders at the
annual general meeting. Dividend paid in the previous year was H 45 per equity share
(450 per cent).
a) to all those beneficial owners holding shares in electronic form, as per the ownership
data made available to the Company by National Securities Depository Ltd. (NSDL)
and the Central Depository Services (India) Ltd. (CDSL) as of the end-of-the-day on
Friday, 4 July 2014; and
b) to all those shareholders holding shares in physical form, after giving effect to all the
valid share transfers lodged with the Company on or before the closing hours on
Friday, 4 July 2014.
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Bajaj Auto Limited
7th Annual Report 2013-14
Payment of dividend
Dividend will be paid by account payee/non-negotiable instruments or through the National
Electronic Clearing Service (NECS), as notified by the SEBI through the stock exchanges.
In view of the significant advantages and the convenience, the Company will pay dividend
through NECS in all major cities to cover maximum number of shareholders, as per applicable
guidelines. Shareholders are advised to refer to the Notice of the annual general meeting
for details of action required to be taken by them in this regard. For additional details
or clarifications, shareholders are welcome to contact the registered office of the
Company.
Securities and Exchange Board of India (SEBI) vide its circular No. CIR/MRD/DP/10/2013 dated
21 March 2013 has stipulated that all listed Companies shall use approved electronic mode of
payment viz., ECS, NECS, NEFT etc., for the purpose of making payments to the shareholders.
All the shareholders are requested to immediately update their Bank Account No. with 9-digit
MICR Code (either Bank Account No. or 9-digit MICR No. or both) if the same has
not been updated.
Unclaimed dividends
The shareholders who have not encashed their dividend warrants for the years 2006-07
onwards are requested to claim the amount from M/s Karvy Computershare Pvt. Ltd./
registered office of the Company.
As per section 205 of the Companies Act, 1956, any money transferred by the Company to
the unpaid dividend account and remaining unclaimed for a period of seven years from the
date of such transfer shall be transferred to a fund called “The Investor Education and
Protection Fund” (IEPF) set up by the Central Government. No claims shall lie against the
fund or the Company in respect of amount so transferred.
Further, the Ministry of Corporate Affairs vide its notification dated 10 May 2012
prescribed the Investor Education and Protection Fund (Uploading of information
regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 which
mandates all the companies to file the particulars of all the unclaimed and unpaid amounts
through e-form
5 INV on the web portal of MCA http://www.iepf.gov.in/IEPF/services.html and subsequently also
upload the data on the website of the Company. During the year under review,
the Company filed the necessary forms on 16 September 2013 for the financial year ended
31 March 2013. The details of unclaimed dividends for the past years FY2007-08 to 2011-12
have been uploaded on the Company’s website on www.bajajauto.com
Dematerialisation/rematerilisation of shares
Total number of shares dematerialised during 2013-14 was 590,512.
Position as on
Position as on Net change
31 March
31 March during 2013-14
2014
2013
Demat:
Stock code
1. BSE, Mumbai 532977
2. National Stock Exchange BAJAJ-AUTO
3. ISIN for Depositories (NSDL and CDSL) INE917I01010
4. Bloomberg BJAUT.IN
5. Reuters BAJA.BO
Name Address
During 2013-14, the listing fees payable to these stock exchanges have been paid in full.
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Bajaj Auto Limited
7th Annual Report 2013-14
BSE NSE
Month High Low High Low Closing BSE Sensex
160
140
120
Price
100
80
60
40
Sep 13
Apr 13
May 13
Jun 13
Jul 13
Aug 13
Oct 13
Nov 13
Dec 13
Jan 14
Feb 14
Mar 14
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Bajaj Auto Limited
7th Annual Report 2013-14
Distribution of shareholdings
Table 3 gives details about the pattern of shareholdings among various categories as on
31 March 2014 and 31 March 2013, while Table 3A gives the data according to size classes as
on 31 March 2014.
*Under the deposit agreement, the depository exercises the voting rights on the shares underlying the GDRs as directed
by the promoters of the Company.
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Bajaj Auto Limited
7th Annual Report 2013-14
During the year, letters were received from SEBI/ROC/Stock Exchanges/Investors concerning
18 complaints filed by the shareholders on various matters. In respect of each of these
complaints, replies were sent to SEBI/ROC/Stock Exchanges/Investors and no action remained
to be taken at the Company’s end.
Accordingly, the Company sent three reminders to these shareholders, followed by opening of
the said suspense account with HDFC Bank.
After completing the necessary formalities, 44,375 shares held by 148 shareholders were
transferred to the said suspense account in April 2012. 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 clause 5A of the listing agreement. The summary of this account for the
year 2013-14 is as follows:
No. of Outstanding
Sr.No. Particulars shareholders shares
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Bajaj Auto Limited
7th Annual Report 2013-14
Nomination
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 will be sent by the Company
upon such request. 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.
The Company has entered into an arrangement with Karvy Computershare Pvt. Ltd.,
an authorised 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.
E-Voting shall be open for a period of 3 days, from 11 July 2014 (9.00 a.m.) to 13 July 2014
(6.00 p.m.). The Board has appointed Shyamprasad Limaye, Practising Company Secretary as
scrutiniser for the e-voting process.
Detailed procedure is given in the Notice of the annual general meeting and also placed on the
website of the Company.
Shareholders may get in touch with the Company Secretary for further assistance.
Plant locations
Bajaj Auto has plants located at the following places:
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Bajaj Auto Limited
7th Annual Report 2013-14
Contact persons
M S Madhusudhan/Mohd. Mohsinuddin
Tel No.: (040) 44655152
Fax No.: (040) 44655024
E-mail: mohsin.mohd@karvy.com
Website: www.karvy.com
Compliance Officer
J Sridhar
Tel.: (020) 27472851 (Extn 6063), 27406063
Fax.: (020) 27407380
E-mail: investors@bajajauto.co.in
Website: www.bajajauto.com
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7th Annual Report 2013-14
Directors' Report
Introduction
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.
Three-wheelers 447,674
480,057
Total 3,870,077
4,237,162
Of which Exports 1,583,935 1,547,157
Financials
(H In Crore)
Particulars FY2014 FY2013
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Bajaj Auto Limited
7th Annual Report 2013-14
Dividend
The directors recommend for consideration of the shareholders at the ensuing annual general
meeting, payment of a dividend of H 50 per share, (500 per cent) for the year ended
31 March 2014. The amount of dividend and the tax thereon aggregate to H 1,692.73 crore.
Dividend paid for the year ended 31 March 2013 was H 45 per share (450 per cent).
The amount of dividend and the tax thereon aggregated to H 1,523.45 crore.
Operations
The operations of the Company are elaborated in the annexed Management Discussion and
Analysis Report.
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.
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 customer.
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Bajaj Auto Limited
7th Annual Report 2013-14
RE
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 vehicles.
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:
(H In Crore)
Particulars FY2014 FY2013
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Bajaj Auto Limited
7th Annual Report 2013-14
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
l Installing and running variable speed NIRVAN screw air compressors
at compressor houses.
l Use of air pressure boosters for high pressure application in paint shops/robots.
l Use of transparent sheet in shops in place of shop lights (total 810 nos.).
B) Water
l Elimination of water cooling for compressed air.
l Replace rusty underground hydrant and raw water pipe line with above ground
level pipe line to arrest water leakage.
l Use of auto closed water taps for controlled consumption of water at wash basin.
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Bajaj Auto Limited
7th Annual Report 2013-14
C) LPG/Propane
l Thermal imaging/audit for ovens in paint shop and countermeasure for
heat loss areas identification.
D) Utilisation of renewable
energy - key initiatives
l Installation of natural light transparent roof sheets.
Investment/savings
H In Crore
Description FY2014 FY2013
This chapter may be read with the Business Responsibility Report (BRR), which is part of the
Annual Report.
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Bajaj Auto Limited
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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.
Total foreign exchange earned by the Company during the year under review was
H 7,963.86 crore, compared to H 6,565.34 crore during the previous year.
Total foreign exchange outflow during the year under review was H 725.21 crore as against
H 1,083.16 crore during the previous year.
The above outflow excludes an investment of H 67.75 crore (previous year: H Nil) made in its
subsidiary, PT. Bajaj Auto Indonesia (PT BAI) for increasing its stake from 98.94%.to 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 H 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
H 10,000 per month in a phased manner, depending upon the year of service etc., for three
years. However, this issue is under litigation.
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 H 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.
Subsidiaries
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.
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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 million.
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 –
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.
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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.
Directors
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 meeting.
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 thereunder, 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.
With the appointment of independent directors, the conditions specified in the Act and the
Rules made thereunder as also under new clause 49 of the listing agreement stand complied.
l that in the preparation of annual accounts, the applicable accounting standards have been
followed alongwith proper explanation relating to material departures.
l 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.
l 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 irregularities.
l that the annual accounts have been prepared on a going concern basis.
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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 fulfillment
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 Report.
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 company.
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.
Directors’ responsibility statement as required by section 217(2AA) of the Companies Act, 1956
appears in a preceding paragraph.
A cash flow statement for the year 2013-14 is attached to the Balance Sheet.
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, alongwith the
reports on Management Discussion and Analysis and General Shareholder Information.
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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 agreement.
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.
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.
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Auditors
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made
thereunder, 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 2014-15.
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:-
Rahul Bajaj
Chairman
15 May 2014
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7th Annual Report 2013-14
Annexure 1
In our opinion and to the best of our information and according to the explanations given to
us, we certify that the Company has complied with the conditions of Corporate Governance as
stipulated in the above mentioned listing agreements.
We state that such compliance is neither an assurance as to the future viability of the
Company nor the efficiency or effectiveness with which the Management has conducted the
affairs of the Company.
Anish P Amin
Partner
Membership Number : 40451
Pune: 15 May 2014
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7th Annual Report 2013-14
Annexure 2
I, Rajiv Bajaj, Managing Director of Bajaj Auto Ltd. hereby declare that all the Board members
and senior management personnel have affirmed for the year ended 31 March 2014
compliance with the code of conduct as laid down by the Company.
Rajiv Bajaj
Managing Director
Pune: 15 May 2014
Annexure 3
We, Rajiv Bajaj, Managing Director and Kevin D’sa, President (Finance) of Bajaj Auto Ltd,
certify to the Board:
1. That we have reviewed the financial statements and the cash flow statements for the year
ended 31 March 2014 and that to the best of our knowledge and belief;
l these statements do not contain any materially untrue statement nor omit any
material fact or contain statements that might be misleading, and
l these statements together present a true and fair view of the Company's affairs
and are in compliance with the existing accounting standards, applicable laws and
regulations.
2. That there are, to the best of our knowledge and belief, no transactions entered into by
the Company during the year, which are fraudulent, illegal or violative of the Company's
code of conduct;
3. That we accept responsibility for establishing and maintaining internal controls for
financial reporting, we have evaluated the effectiveness of the internal control systems of
the Company pertaining to financial reporting and we have disclosed to the auditors and
the Audit Committee, deficiencies in the design or operation of such internal controls, if
any,
of which we are aware and the steps that we have taken or propose to take to rectify
the identified deficiencies; and
i. significant changes in internal control over financial reporting during the year;
ii. significant changes in accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
iii. instances of significant fraud of which we have become aware and the
involvement therein, if any, of the Management or an employee having a
significant role in the Company's internal control system over financial
reporting.
Report on Corporate
Social Responsibility
(CSR)
Preamble
The CSR activities of Bajaj Group are guided by the vision and philosophy of its
Founding Father, late Shri Jamnalal Bajaj, who embodied the concept of trusteeship in
business and common good and laid the foundation for ethical, value–based and
transparent functioning.
The core elements of CSR activities include ethical functioning, respect for all
stakeholders, protection of human rights and care for the environment.
The Bajaj Group generally implements the above initiatives through its employees, Welfare
Funds and Group NGOs/Trusts/Charitable Bodies operating at various locations in the country.
It also enlists the help of non–group NGOs, local authorities, business associations, social and
philanthropic organisations of repute and civil society, wherever deemed necessary.
Securities and Exchange Board of India, vide its circular dated 13 August 2012, has decided to
mandate inclusion of Business Responsibility Report (BRR) as part of the Annual Reports for
listed companies. 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 has presented its
second 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
www.bajajauto.com A physical copy of the BR Report will be made available to any
shareholder on request. Shareholders are requested to read this CSR report together
with BR Report to get the full perspective on the subject.
Since the Company is covered under this provision, the Board at its meeting held on
28 March 2014 has constituted 'Corporate Social Responsibility Committee' (CSR Committee).
Further, as stipulated under section 135(3) of the Act, the terms of reference of the CSR
Committee shall be, inter alia, to –
(a) formulate and recommend to the Board, a Corporate Social Responsibility Policy
which shall indicate the activities to be undertaken by the Company as specified in
Schedule VII to the Companies Act, 2013;
(c) monitor the Corporate Social Responsibility Policy of the company from time to time.
As per section 135(5), the Company needs to spend, in every financial year, at least 2% of the
average net profits of the Company made during the three immediately preceding financial
years, in pursuance of its Corporate Social Responsibility Policy.
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The CSR Committee, in its functioning, will take into account the provisions of
Companies Act, 2013 and Companies (CSR Policy) Rules, 2014, which have come
into force from 1 April 2014.
Since the mandatory CSR expenditure and other relevant provisions become effective
only from the year 2014–15, the Report for the year 2013–14 is made as per practice
followed in the previous years.
Report
Some of the major initiatives that continued and/or that were taken up anew by the
Bajaj Group through its Trusts/Group NGOs/Social and Charitable Organisations during the year
under review are summarised here:
A) By the Company
Affirmative action
Your Company believes that its success is interlinked with the well-being of all sections
of the society and equal opportunity for all sections. The Company continues to ensure
no
discrimination of any type of socially disadvantaged sections in the work place. During
the year under review, the Company recruited 2,026 new employees, of which 198
numbers (9.8%) belong to weaker sections, in line with the affirmative action. At the end
of the year, this percentage was 6.99%.
Education
Under Public Private Partnership (PPP), the Company has undertaken to upgrade 4 Industrial
Training Institutes (ITI) – two in Pune, one in Pantnagar and one Aurangabad.
The Company took actions to ensure better quality of output from the Institutes.
At Ramgarh in Pantnagar, the total strength of students rose from 117 (in 2012)
to
144 (in 2013). The Company also continued to follow up with the concerned agencies for
approval of Institute Development Plan for Aurangabad and so also for Haveli.
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7th Annual Report 2013-14
Health
Government of India – Ministry of Health and Family Welfare – National AIDS Control
Organisation (NACO) now renamed as Department of AIDS Control (DAC) and CII have
initiated Public Private Partnership (PPP) in order to provide better health-care to AIDS
patients.
From August 2008, the Bajaj YCMH ART Centre at YCM hospital, Pimpri, has registered
9,434 patients with 5,286 active cases for Anti Retroviral Therapy. This centre is a benchmark
for new centers and is the largest one run by industries.
In view of the exceptional quality of performance, MSACS (Maharashtra State AIDS Control
Society) awarded to Bajaj YCMH ART Centre, a certificate of appreciation recognising their
excellent performance in HIV care.
Others
Our factory employees organised blood donation camps, in which 891 employees donated
blood for the hospitals in the respective areas.
The fire department vehicles made 35 calls outside the plants for fire fighting and
rescue operations during the year.
Balwadi
A ‘Balwadi’ is a pre–school, where underprivileged children are taught by trained teachers.
The Trust continued to run nine Balwadis, i.e., Bal Sanskar Kendras, in rural areas for poor
children below six years of age.
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7th Annual Report 2013-14
l To transform the lives of women beneficiaries residing in the slums of South Mumbai,
through the application of the three ‘Es’: Education, Empowerment and
Entrepreneurship
Awards
The Foundation gives four awards annually – each of the value of H 5 lakh. Of these, three are
given to individuals in India:
The fourth one is an international award given to individuals other than Indian citizens
from foreign countries for their contribution to the promotion of Gandhian values outside
India.
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7th Annual Report 2013-14
positive response received by it, JBGVS has opened two more Samaj Seva Kendras, one
each at Aurangabad in Maharashtra and other at the village of Kashi ka Bas in Sikar
district of Rajasthan.
Rural development
Coverage
Improving the quality of life and economic well–being of people living in relatively isolated
and sparsely populated areas has been the focus of JBGVS. JBGVS centres its
implementation of integrated rural development broadly in five areas, viz,
JBGVS plays a catalyst’s role. The outsider may not fully understand the setting, culture and
other things prevalent in the local area. To that extent, the villagers themselves participate in
sustainable rural development which helps successful implementation. In order to maximise
the flow of funds in the project villages, JBGVS brings together the villagers, local institutions
and Government agencies. During the year, JBGVS co–partnered with 26,000 BPL and poor
families and 20,000 SC/ST/NT/OBC families.
Primary education
Non–formal education: JBGVS observed that even after near 100% enrolment in
primary schools, there was a clear lack of engagement in schooling. Hence it felt the
need for programmes of non–formal education. JBGVS used senior students in the
villages for this purpose. As a result, it undertook such non–formal education activities
that would generate sufficient interest among the students about schooling, as well as
result in improvement in their IQ.
Inaugurated by Rahul Bajaj, Chairman, Bajaj Auto Ltd, on 25 February 2014, e–learning has
already been introduced and installed in 50 schools in Pune, Aurangabad and Wardha until
end of March 2014. These schools are provided with CDs of the entire school syllabus from
1st to 10th standard, a laptop and television projector. All concerned teachers have been
trained in its operation. Expected to reduce absenteeism and/or the number of dropouts
and heighten interest in schooling, the e–learning project has broad scope in the near future.
JBGVS believes that it will definitely help fill the gap between educated developed cities
and rural undeveloped areas.
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7th Annual Report 2013-14
Ongoing activities: JBGVS also undertook activities like debates, group discussions, drawing
competitions, various sports competitions and outdoor camps. These activities reinforce
JBGVS’s belief in placing the child and its personality at the centre of the entire
edifice of education.
Mother and child health (MCH): Health care of mothers and children needs major
consideration. JBGVS undertook various activities like health check–up camps, mobile clinic
services, hygiene and sanitation programmes, awareness and training programmes on
malnutrition and use of nutritious food (using local materials), that supported the Village Child
Development Centre (VCDC). JBGVS conducted 116 health camps that benefitted
4,550 patients.The activities, which ranged from training for adolescent girls, registration and
regular check–up of pregnant mothers, to delivery at hospitals, immunisation of infants and
post–delivery care of the mother and the baby, resulted in zero malnourishment.
(IMR– 1:1000, CMR– Nil, MMR– 1:1 lakh)
Training and subsidised treatment support to poor: In Pune area (surrounding villages in
Maval and Khed taluka), JBGVS provides mobile clinic services at the doorstep, once a week.
Patients are also referred to hospitals for further treatment.
JBGVS works closely with Vinoba Bhave Hospital at Wardha; 35 HIV/AIDS awareness
programmes were organised in which 1,035 women participated. First Aid Training was
also organised for 70 Multi Purpose Workers (MPWs) at Aditya Birla Hospital in Pune.
Linkages have also been established with local PHCs, Grameen Rugnalayas and hospitals
like Acharya Vinoba Bhave Hospital, Kamalnayan Bajaj Hospital, Aurangabad and Aditya
Birla Hospital, Pune for subsidised treatment for poor patients.
Economic development
NABARD Aamrai: In order to promote sustainable rural and agricultural practices, JBGVS,
in partnership with National Bank for Agriculture and Rural Development (NABARD), has
been implementing a Tribal Development Project for 1,000 tribal families in Pune district.
Nine hundred families have developed orchards (mango and aonla) on one acre of wasteland,
each. The first lot of mango trees on 340 acres has started yielding fruits. The remaining
100 landless families have been given goats, cows and buffaloes to enhance their
family income.
Natural farming – Saving Mother Earth: Natural farming, which can also be described as
ecological farming, is an important initiative of JBGVS, executed in partnership with Magan
Sangrahalaya Samittee, Wardha, it aims at saving Mother Earth from the uncontrolled use
of chemical fertilisers and pesticides. As many as 2,100 farmers in 15 villages in Wardha
have taken to natural farming. This project has created a positive impact on the health of the
farmland as well as on the economic status of the farmers.
Non–farm agro based activities: Erratic rainfall and drought push farmers to non–farm
agro based activities, which often turn out to be a supplementary source of income.
JBGVS promoted modern agricultural and horticultural practices, small irrigation systems,
new types of seed and fertilisers, organic agriculture, dairy, goatery, etc. A total of
5,000 people have been benefitted. JBGVS has given 97 goats to very poor families
and under the Kamdhenu project, 11 high yielding cows were given to 11 farmers. 45
persons have been given seed money to start their own business.
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Environment
Water conservation for drinking as well as irrigation: It is important to seek out, find and start
using all the innovative conservation solutions and methods that are available today and
practice water conservation. JBGVS solved the drinking water problem of 1,650 families in
six villages of Wardha. It undertook a project, dug ponds in the nullahs and created additional
water storage capacity that helped increase water storage in the drinking water wells
downstream. A total of 29 TCM of water storage capacity has been created.
JBGVS also undertook de–silting work in two Aurangabad village tanks to increase water
storage capacity for irrigation; 4,400 tractor loads of silt was lifted and used in their farms.
Tree plantation: 70,000 forest and 19,000 fruit plants were planted.
Social development
A receptive and participative community becomes fertile ground for implementation of
development programmes. JBGVS conducted 75 training programmes in leadership
training of the youth, panchayat members, members of daily co–operatives, school
committees and members of self help groups. Mahila melavas (get–togethers of women)
were organised to raise social issues and make them aware of the possible side effects
of those issues.
Twenty-three new self help groups consisting of 280 women were formed. As one of
the income generation activities, 40 women in Sikar district of Rajasthan took loans
from the Self Help Group Revolving Fund created by JBGVS.
Urban development
Established in 1975, Samaj Seva Kendra (SSK) in Akurdi, Pune is a part of JBGVS. It
continued to conduct various self–development programmes, for women and children in
particular, in Pimpri–Chinchwad, Nigdi and adjoining areas (all in Pune district). With a total
membership of 1,140 families, SSK programmes cover education and training, social
awareness and programmes for senior citizens.
Education and training programmes: Education and training are lifetime investments. Realising
this, JBGVS conducted scores of programmes such as literacy classes, nursery classes and
balbhavan; and courses in tailoring, yoga, karate, tabla and harmonium, classical as well as
western dance, beauty parlour, etc. The summer camp was attended by over 200 children.
JBGVS also started a well–equipped library for children, youth and women.
Social awareness programmes: Social awareness generates empathy, care and concern for
others and develops better group dynamics. To encourage this, JBGVS conducted various
programmes covering areas like women empowerment and their rights, environment,
family health, some local cultural activities, medical check–up camps for children and senior
citizens, annual day (of Samaj Seva Kendra) cultural programmes, processions and street
plays by women and school children and celebrations for International Women’s Day and
Environment Day.
Senior citizen programmes: With the aim of enabling senior citizens to continue being an
integral part of the community, while keeping their dignity and sense of well–being, JBGVS
organised five programmes for senior citizens (over 100 attended). The programmes included
bhajan and kirtan singing, regular medical check–ups, study tours, lectures on daily issues and
even appropriate sports.
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7th Annual Report 2013-14
Presently, it consists of seven institutions with a student strength of 8,750 and 287
teachers, of which 45 hold doctorates. At Wardha, it has a commerce college, a science
college,
an engineering polytechnic, a degree and diploma institution in agriculture and a college
of rural services. It also runs a commerce college in Nagpur. Shiksha Mandal’s mission is
to provide high quality education at a low cost and to instil nationalistic and humane values
in its students.
Its agriculture college, engineering polytechnic and science college are rated ‘A’ by external
agencies. During the year, its science college was rated as an ‘A’ grade college by NAAC, a
government body, with a NAAC score better than Pune University's. Its agriculture diploma
course achieved a 100% result during 2012–13.
It has well developed infrastructure and a positive work culture. All its colleges, barring
the one at Nagpur, run in a single shift to encourage greater student–teacher interaction
and extra–curricular activities. It has over 700 computers with extensive internet access.
Thirteen of its students appeared in merit lists of the University. Its students also excel at
sports; where 23 of them represented the state and 28 represented the University and
three won medals at the national level. Its students are very active in extra–curricular
activities.
For meritorious students, scholarships are also provided by Shiksha Mandal. Thus, no
meritorious student is denied admission due to inability to pay fees.
Shiksha Mandal not only focuses on the academic and personal development of students, but
also works on making them employable. It runs successful guidance programmes for Chartered
Accountancy, Company Secretaryship (CS) and competitive exams for jobs in banks. One of its
CS students ranked 24th at national level in the CS Foundation Examination.
It has started a major skills upgrade programme for commerce students in Nagpur, in
consultation with Jaydeep Shah, ex–president of ICAI and an alumnus. Students are being
provided 300 hours of classroom input, after which they will undergo a year of internship in
CA firms and Company offices. This programme will be started in Wardha from 2015–16.
Shiksha Mandal is connected to the community it operates in. It has been running a
Community Polytechnic since 1984 where school dropouts are trained, at Wardha and
five village centres, in technical trades. It has been involved in a number of national
level agricultural programmes.
A new building for its MBA programme at Nagpur, designed by Christopher Charles
Benninger Architects, is under construction and will be ready by March 2015. It is expected
to cost H 9 crore.
Shiksha Mandal will celebrate its centenary during 2014. A centennial lecture series is
planned, culminating in a centennial function in November 2014.
From 2014–15, it will provide increased support to CSR programmes of the Bajaj group
in Wardha District.
Its non–recurring expenditure in 2014–15 will exceed H 12 crore. This will be funded by
Bajaj group trusts, external agencies and internal accruals. The Bajaj group trusts have
contributed H 26 crore in the last six years. (Refer weblink www.shikshamandal.org)
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7th Annual Report 2013-14
Its students have been competing at the national level and winning accolades.
During 2013–14:
2. Students of the 9th standard won one Gold, two Silver and one Bronze medal at the
Dr. Homi Bhabha Balvaidnyanik Competition. One student of the 6th standard, Prit
Mhala, was awarded a Silver medal. Of the 19 students selected for the second level
of the said competition, five students won medals.
3. Of the 303 students selected at the National Level for the second level examination of the
Junior Science Olympiad, two were from Bajaj Science Centre.
4. Five students of the Centre appeared in the merit list of the National Mathematics
Talent Search Examination.
1. It conducted a crash course in science practicals for 69, mainly from rural
area. 10th standard students.
3. It jointly arranged a summer workshop for 27 students from suicide affected families
4. It jointly arranged a district level workshop for the top 35 students of Wardha District.
Fee income is H 2,000 per student per year and covers only 20% of its expenses.
For 25% students, this fee is waived/reduced. Access to its services is merit based and
income blind. Bajaj Trusts spent H 30 lakh on the Centre during 2013–14.
Earlier, people had to travel all the way to Pune/Mumbai, at great cost and
inconvenience, to avail such high-end facilities. The Hospital is well-equipped and has
up-to-date medical facilities, particularly in Cardiology (highest number of angioplasties
and bypass surgeries in Marathwada), Cardiac Surgery (only centre for minimally
invasive cardiac surgery in the
region), LASIK (most advanced laser technology in the world, first in India), Nuclear Medicine
(first and only PET centre in Marathwada, equipped with latest generation machine), Radiation
Oncology (120 Cancer patients treated daily), Urology (1,000 kidney transplants), Laparoscopy
(advanced laparoscopic and thoracoscopic cancer surgery), Colorectal Surgery (100 cases a
day), Joint Replacement and Trauma and ICU (recognised by ISCCM).
The Hospital has been providing relief annually to 81,912 patients on OPD basis and close to
12,114 inpatients, who were admitted for various treatments in the year 2013–14. It also has
an intensive care unit and cardiac care unit with a capacity of 30 beds and an occupancy rate
of more than 95%. The entire region has benefitted from treatment related to heart, cancer,
kidney, urology, trauma and newer technology based super specialties.
The Hospital also runs a programme to provide relief to Below Poverty Line (BPL) and
Economically Weaker Section (EWS) of society. While the treatment for BPL patients is free,
for EWS, it is subsidised to the extent of 50%. Till date, the benefits of this scheme have been
extended to 7,312 patients and H 4 crore (approx.) has been spent on it.
The Kamalnayan Bajaj Hospital is collaborating with JBGVS (Jankidevi Bajaj Gram
Vikas Sanstha) and Government authorities to hold camps in the villages of the district
of Aurangabad for BPL patients who need treatment and would not otherwise come to
the Hospital. This programme fulfils the need of the poor and deprived sections of
society and does justice to the charity initiatives of donors and trustees by providing
highest quality medical care in super specialties.
Apart from the above activities, the Hospital also organised 19 free camps
involving 60 surgeries (58 in Cataract and 2 in Lasik) and 1382 patients, viz., 5
Cataract camps
(329 patients), 2 Lasik camps (195 patients), 3 Orthopaedic and Physiotherapy camps
(311 patients), 1 Dermatology camp (111 patients), 4 ECG camps (Medtronic-121 patients),
4 Rajiv Gandhi Jivandayee Arogya Yojana (RGJAY) camps (315 patients).
The Hospital is also enrolled with the Central Government RGJAY scheme for BPL and
Lower Middle Class (EWS) patients. . The Hospital takes care of all additional expenses.
So far, the Trust has treated 3,488 patients and incurred expenditure of H 23.22 lakh under the
RGJAY scheme
Engineering excellence has been the forte of Kamalnayan Bajaj Hospital. It was awarded the
National Energy Conservation Award in the year 2012 in the category of Best Hospital.
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The Gitai Mandir was inaugurated by Vinobaji on 7 October 1980, the 50th anniversary of
the completion of the writing of Gitai. It stands on 36 acres of land at the site of
Jamnalalji’s Samadhi in Gopuri, Wardha. A unique monument, it has no idol, sanctum
sanctorum or even a roof. It is enclosed by granite slabs. Each slab has a shloka
inscribed on it, covering all the 18 chapters of the Gitai.
8. Gita Pratisthan
Gita Pratisthan was established for propagating the message of the Gita and its marathi
version, Gitai, which was rendered by Vinobaji in the year 1930 and published for the first
time by Jamnalalji. Since then, the Pratisthan has been conducting a scheme of examinations
on different chapters of the Gita and Gitai, for primary and high school students.
General
The Bajaj Group has over 40 public charitable trusts, which are also engaged in many topical
and socially relevant CSR activities and initiatives. This Report is only illustrative;
it gives a brief idea of the importance given by the Company and the Group towards its
Social Responsibilities.
78
Standalone
Financial Statements
Bajaj Auto Limited
7th Annual Report 2013-14
Anish P Amin
Partner
Membership Number: 40451
Pune: 15 May 2014
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7th Annual Report 2013-14
1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation,
of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phased programme
designed to cover all the items over a period of three years which, in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion
of the fixed assets has been physically verified by the Management during the year and no material
discrepancies have been noticed on such verification.
(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed
assets has not been disposed off by the Company during the year.
2. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management
during the year. In respect of inventory lying with third parties, these have substantially been confirmed
by them. In our opinion, the frequency of verification is reasonable.
(b) In our opinion, the procedures of physical verification of inventory followed by the Management
are reasonable and adequate in relation to the size of the Company and the nature of its
business.
(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining
proper records of inventory. The discrepancies noticed on physical verification of inventory as compared
to book records were not material.
3. The Company has not granted/taken any loans, secured or unsecured, to companies, firms or other
parties covered in the register maintained under section 301 of the Act. Therefore, the provisions of clause
4(iii)[(b),(c) and (d)/(f) and (g)] of the said Order are not applicable to the Company.
4. In our opinion, and according to the information and explanations given to us, there is an adequate
internal control system commensurate with the size of the Company and the nature of its business for the
purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of
our examination of the books and records of the Company, and according to the information and
explanations given to us, we
have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in
the aforesaid internal control system.
5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all
contracts or arrangements that need to be entered into the register maintained under section 301 of the
Companies Act, 1956 have been so entered.
(b) In our opinion, and according to the information and explanations given to us, the transactions made in
pursuance of such contracts or arrangements and exceeding the value of H 5 lakh in respect of any party
during the year have been made at prices which are reasonable having regard to the prevailing market
prices at the relevant time.
6. In our opinion, and according to the information and explanations given to us, the Company has complied
with the provisions of sections 58A and 58AA or any other relevant provisions of the Act and the ‘Companies
(Acceptance of Deposits) Rules, 1975’ with regard to the deposits accepted from the public. According to the
information and explanations given to us, no order has been passed by the Company Law Board or National
Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect
of the aforesaid deposits.
7. In our opinion, the Company has an internal audit system commensurate with its size and the nature
of its business.
8. We have broadly reviewed the books of account maintained by the Company in respect of products where,
pursuant to the rules made by the Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of section 209 of the Act, and are of the opinion that, prima
facie, the prescribed accounts and records have been made and maintained. We have not, however, made
a detailed examination of the records with a view to determine whether they are accurate or complete.
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(b) According to the information and explanations given to us and the records of the Company examined by us,
there are no dues of wealth-tax which have not been deposited on account of any dispute. The particulars
of dues of income tax, sales tax, service tax, customs duty and excise duty as at 31 March 2014 which have
not been deposited on account of a dispute, are as follows:
(H In Crore)
Excise Duty Additional demand received 0.88 Various years Commissioner Appeals
Additional demand received 3.79 Various years CEGAT
Additional demand received 1.79 Various years High Court
Additional demand received 6.25 Various years Supreme
Court
Sales Tax Additional demand received on Joint Commissioner
the basis of Assessment Order 77.21 Various years of Sales tax
Additional demand
Financial year 2001-02 to
received on the basis of
2004-05, 2008-09, 2009-10
Assessment Order 39.89
and 2011-12 Tribunal
Income Tax Department appeal received on
the basis of Assessment Order 12.19 Financial Year 2007-08 ITAT
Service Tax Other matters 3.78 For the year 1997-2000 High
Court
Denial of credit 2.38 Various years 2004 to 2008 CESAT
Customs Duty Recovery of duty by treating
3.85
the vehicles as not fuel efficient
Financial year 1984-86 High Court
10. The Company has no accumulated losses as at the end of the financial year and it has not incurred any
cash losses in the financial year ended on that date or in the immediately preceding financial year.
11. As the Company does not have any borrowings from any financial institution or bank nor has it issued
any debentures as at the Balance Sheet date, the provisions of clause 4(xi) of the Order are not
applicable to the Company.
12. The Company has not granted any loans and advances on the basis of security by way of pledge of
shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Order are not
applicable to the Company.
13. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are
not applicable to the Company, the provisions of clause 4(xiii) of the Order are not applicable to the
Company.
14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.
Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company
15. In our opinion, and according to the information and explanations given to us, the Company has not given
any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the
provisions of clause 4(xv) of the Order are not applicable to the Company
16. The Company has not raised any term loans. Accordingly, the provisions of clause 4(xvi) of the Order are not
applicable to the Company.
82
Bajaj Auto Limited
7th Annual Report 2013-14
18. The Company has not made any preferential allotment of shares to parties and companies covered in the
register maintained under section 301 of the Act during the year. Accordingly, the provisions of clause
4(xviii) of the Order are not applicable to the Company.
19. The Company has not issued any debentures during the year and does not have any debentures outstanding as
at the beginning of the year and at the year end. Accordingly, the provisions of clause 4(xix) of the Order are
not applicable to the Company.
20. The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause
4(xx) of the Order are not applicable to the Company.
21. During the course of our examination of the books and records of the Company, carried out in accordance with
the generally accepted auditing practices in India, and according to the information and explanations given
to us, we have neither come across any instance of material fraud on or by the Company, noticed or
reported during the year, nor have we been informed of any such case by the Management.
Anish P Amin
Partner
Membership Number: 40451
Pune: 15 May 2014
83
Bajaj Auto Limited
7th Annual Report 2013-14
Balance
Sheet
(H In Crore)
As at 31 March
ASSETS
Non-current assets
Fixed assets
2,006.04
Tangible assets 9 1,804.43
–
Intangible assets 9 –
32.55
Capital work-in-progress 111.51 223.29
Intangible assets under development 2,150.10 70.26
6,259.93 2,097.98
Non-current investments 10 719.92 3,719.15
Long-term loans and advances 11 1.02 462.39
Other non-current assets 12 9,130.97 1.02
6,280.54
Current assets 2,289.70
Current investments 10 639.72 2,711.33
Inventories 13 796.21 636.28
Trade receivables 14 495.48 767.58
Cash and bank balances 15 978.45 558.85
Short-term loans and advances 11 417.07 1,311.72
Other current assets 12 5,616.63 212.32
14,747.60 6,198.08
Total 12,478.62
Summary of significant accounting policies followed by the Company 1
84
Bajaj Auto Limited
7th Annual Report 2013-14
Expenses:
Cost of raw material and components consumed 18 12,936.47 13,523.74
Purchases of traded goods 19 959.10 858.83
(Increase)/decrease in inventories of finished goods,
work-in-progress and traded goods 20 (18.90) 24.00
Employee benefits expense 21 726.58 639.48
Finance costs 22 0.49 0.54
Depreciation and amortisation 23 179.61 166.77
Other expenses 24 1,505.42
1,376.00
Expenses, included in above items, capitalised (64.90)
(62.85)
Total expenses 16,223.87
16,526.51
Tax expense
Current tax 1,362.02
1,156.00
Deferred tax 28.08
66.66
Total tax expense 1,390.10
1,222.66
3,243.32
Profit for the year
3,043.57
112.1
Basic and diluted Earnings per share (In H) 26
105.2
(Nominal value per share H 10)
85
Bajaj Auto Limited
7th Annual Report 2013-14
Cash Flow
Statement
(H In Crore)
I. Operating activities
Profit before tax
4,632.05 4,266.23
Adjustments:
Add:
i) Depreciation and amortisation
179.61 166.77
ii) Provision for diminution in value of investment in the
Company's subsidiary, PT. Bajaj Auto Indonesia
63.78 35.52
iii) Valuation (gains)/losses of derivative hedging 76.81 (131.92)
instruments
7.56 7.04
iv) Loss on assets sold, demolished, discarded and scrapped
1.18 4.92
v) Provision for doubtful debts and advances
1.37 –
vi) Tax (debits)/credits pertaining to earlier years
0.49 0.54
vii) Interest expense
330.80 82.87
Less:
i) Investment income included in above:
214.90 259.07
Interest on long-term investments
0.02 41.72
Interest on fixed deposits
54.84
Profit on sale of investments, net 48.23
27.08
Dividend on long-term investments 0.15
3,545.71
Carried forward 2,134.37
86
Bajaj Auto Limited
7th Annual Report 2013-14
Particulars 2014
2013
87
Bajaj Auto Limited
7th Annual Report 2013-14
Particulars 2014
2013
(64.00)
Net change in cash and cash equivalents (622.47)
88
Bajaj Auto Limited
7th Annual Report 2013-14
These financial statements have been prepared in accordance with the generally accepted accounting principles in India
under the historical cost convention on accrual basis. Consequent to the clarification from the Ministry of Corporate
Affairs, vide General Circular 08/2014 dated 4 April 2014, these financial statements have been prepared in accordance
with the relevant provisions/Schedules/Rules of the Companies Act, 1956. Accordingly, these financial statements
have been prepared to comply in all material aspects with the accounting standards notified under section 211(3C)
[Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act,
1956.
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and
other criteria set out in the Revised Schedule VI to the Companies Act, 1956. Based on the nature of products and the
time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company
has
ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities.
1) System of accounting
i) The Company follows the mercantile system of accounting and recognises income and expenditure on an accrual
basis except in case of significant uncertainties.
ii) Financial statements are prepared under the historical cost convention. These costs are not adjusted to reflect the
impact of changing value in the purchasing power of money.
iii) Estimates and assumptions used in the preparation of the financial statements and disclosures are based upon
Management’s evaluation of the relevant facts and circumstances as of the date of the financial statements,
which may differ from the actual results at a subsequent date.
2) Revenue recognition:
a) Sales:
i) Domestic sales are accounted for on dispatch from the point of sale i.e. when the risks are
transferred to the buyer.
ii) Export sales are recognised on the date of the mate's receipt/shipped on board and initially recorded at
the relevant exchange rates prevailing on the date of the transaction.
b) Export incentives:
Export incentives are accounted for on export of goods if the entitlements can be estimated with
reasonable accuracy and conditions precedent to claim are fulfilled.
c) Other income:
The Company recognises income (including rent etc.) on accrual basis. However, where the ultimate
collection of the same lacks reasonable certainty, revenue recognition is postponed to the extent of
uncertainty.
d) Investment income:
(1) Interest income is accrued over the period of the loan/investment and net of amortisation of
premium/discount with respect to fixed income securities, thereby recognising the implicit yield to maturity,
with reference to coupon dates, where applicable. However, income is accrued only where interest is
serviced regularly and
is not in arrears, as per the guidelines framed by the Management.
(2) Dividend is accrued in the year in which it is declared whereby a right to receive is established.
i) Fixed assets except freehold land are carried at cost of acquisition, construction or at manufacturing cost, as
the case may be, less accumulated depreciation and amortisation. Freehold land is carried at cost of acquisition.
ii) Land and buildings acquired/constructed, not intended to be used in the operations of the Company are
categorised as investment property under Investments and not as Fixed assets.
89
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
1 Summary of significant accounting policies followed by the Company (Contd.)
(B) Depreciation and amortisation:
Depreciation is provided at the rates specified in Schedule XIV of the Companies Act, 1956 or at rates
computed with reference to the economic life of the assets where the estimated economic life is shorter
than the life inferred by the Schedule XIV rates such as aircraft which is written off over ten years i.e.
depreciation rate of 9.5% vis a vis Schedule XIV rate of 5.6%.
i. Depreciation on additions is being provided on prorata basis from the month of such additions.
ii. Depreciation on assets sold, discarded or demolished during the year is being provided at their rates upto
the month in which such assets are sold, discarded or demolished.
4) Intangible assets
Expenditure on technical know-how acquired (including income-tax and R&D cess) is being amortised equally over
a period of six years.
i. Expenditure incurred on know-how developed by the Company, post research stage, is recognised as an
intangible asset, if and only if the future economic benefits attributable are probable to flow to the
Company and the costs can be measured reliably.
ii. The cost of technical know-how developed is amortised equally over its estimated life i.e. generally three
years from the date of commercial production.
5) Investments
a) Fixed income securities remaining with the Company on vesting of the manufacturing undertaking of erstwhile
Bajaj Auto Ltd., are carried at their fair market values as at 1 April 2007 where the carrying costs of such
investments were higher on that date, less amortisation of premium/ discount thereafter, as the case may be.
b) Other fixed income securities are carried at cost, less amortisation of premium/discount, as the case may
be, and provision for diminution, if any, as considered necessary.
c) Investments other than fixed income securities intended to be held for a long-term are valued at cost of
acquisition, less provision for diminution as considered necessary.
d) Investments with maturity of less than 3 months from the date of acquisition are classified as cash and cash equivalents.
e) Investments made by the Company are, generally, of a long-term nature, hence diminutions in value of quoted
and unquoted investments are not considered to be of a permanent nature. However, current investments,
representing fixed income securities with a maturity less than 1 year and investment not intended to be held for a
period more than 1 year, are stated at lower of cost or fair value.
f) The Management has laid out guidelines for the purpose of assessing likely impairments in investments and
for making provisions based on given criteria. Appropriate provisions are accordingly made, which in the
opinion of the Management are considered adequate.
g) Investment property is carried at cost, less depreciation computed in the manner prescribed for Fixed assets.
6) Inventories
Cost of inventories have been computed to include all costs of purchases, cost of conversion and other costs
incurred in bringing the inventories to their present location and condition.
a) Finished stocks of vehicles, auto spare parts and work-in-progress are valued at cost or net realisable value
whichever is lower. Finished stocks of vehicles lying in the factory premises, branches, depots are valued inclusive
of excise duty.
90
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
1 Summary of significant accounting policies followed by the Company (Contd.)
b) Stores, packing material and tools are valued at cost arrived at on weighted average basis. However, obsolete and
slow moving items are valued at cost or estimated realisable value whichever is lower.
c) Raw materials and components are valued at cost arrived at on weighted average basis or lower of cost and
net realisable value, as circumstances demand. However, obsolete and slow moving items are valued at cost or
estimated realisable value whichever is lower.
d) Machinery spares and maintenance materials are charged out as expense in the year of purchase.
However, machinery spares forming key components specific to a machinery and held as insurance spares
are capitalised along with the cost of the asset.
e) Goods in transit are stated at actual cost incurred upto the date of Balance Sheet.
a) Monetary items of current assets and liabilities in foreign currency outstanding at the close of financial year
are revalorised at the appropriate exchange rates prevailing at the close of the year.
b) The gain or loss on decrease/increase in reporting currency due to fluctuations in foreign exchange rates, in case
of monetary current assets and liabilities in foreign currency, are recognised in the Statement of Profit and Loss in
the manner detailed in note 37 to financial statements.
c) Fixed assets purchased at liaison offices in foreign exchange are recorded at their historical cost computed
with reference to the average rate of foreign exchange remitted to the liaison office.
Changes in the fair value of a derivative hedging instrument that qualify for hedge accounting as per the
principles of hedge accounting and designated as a cash flow hedge are recognised as Hedge reserve and
presented within Reserves and surplus, to the extent that the hedge is effective. To the extent that the hedge is
ineffective, changes in fair value are recognised in the Statement of Profit and Loss. If the hedging instrument
no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge
accounting is discontinued prospectively. The cumulative gain or loss previously recognised in Hedge reserve,
remains there until the forecast transaction occurs.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss existing in equity at that time is recognised in the Statement of
Profit and Loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that
was reported in Hedge reserve is immediately transferred to the Statement of Profit and Loss. Refer note 25
to financial statements for disclosure.
ii) Profits and losses arising from either cancellation or utilisation of contracts are recognised in the Statement
of Profit and Loss as detailed in note 37 to financial statements.
8) Research & Development expenditure
Research & Development expenditure is charged to revenue under the natural heads of account in the year in
which it is incurred. Payments for R&D work by contracted agency are being expensed out upto the stage of
completion.
However, expenditure incurred at development phase, where it is reasonably certain that outcome of research will
be commercially exploited to yield economic benefits to the Company, is considered as an Intangible asset and
accounted in the manner specified in clause 4 b) above.
9) Employee benefits
a) Privilege leave entitlements
Privilege leave entitlements are recognised as a liability, in the calendar year of rendering of service, as per
the rules of the Company. As accumulated leave can be availed and/or encashed at any time during the
tenure of employment the liability is recognised at the actuarially determined value by an appointed actuary.
b) Gratuity
Payment for present liability of future payment of gratuity is being made to approved gratuity fund, which fully covers
the same under Cash Accumulation Policy and Debt fund of the Life Insurance Corporation of India (LIC) and Bajaj
Allianz Life Insurance Company Ltd. (BALIC). However, any deficit in plan assets managed by LIC and BALIC as
compared to the actuarial liability is recognised as a liability.
91
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
1 Summary of significant accounting policies followed by the Company (Contd.)
c) Superannuation
Defined contribution to superannuation fund is being made as per the scheme of the Company.
d) Provident fund contributions are made to Company's Provident Fund Trust. Deficits, if any, of the fund
as compared to actuarial liability is to be additionally contributed by the Company and hence
recognised as a liability.
e) Defined contribution to Employees Pension Scheme 1995 is made to Government Provident Fund Authority.
10) Taxation
a) Provision for tax is made for the current accounting period (reporting period) on the basis of the taxable profits
computed in accordance with the Income Tax Act, 1961. Excess/short provisions and interest thereon are
recognised only on completion of assessment or where adjustments made by the Assessing Officer are disputed,
on receiving the “Order Giving Effect” to the tax determined by the CIT (Appeals) and thereafter on final settlement
of further disputes.
b) Deferred tax resulting from timing difference between book profits and taxable profits are accounted for to the
extent deferred tax assets and liabilities are expected to crystalise with reasonable certainty. However, in case
of deferred tax assets, representing unabsorbed depreciation or carried forward losses, are recognised, if and
only if there is virtual certainty that there would be adequate future taxable income against which such
deferred tax assets can be realised. Deferred tax is recognised on adjustments to revenue reserves to the
extent the adjustments are allowable as deductions in determination of taxable income and they would reverse
out in future periods.
The Company creates a provision when there is present obligation as a result of a past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of the obligation such as product warranty
costs. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that
may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation
in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
92
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
2 Share capital
(H In Crore) As at 31
March
Authorised:
300,000,000 equity shares of H 10 each 300.00 300.00
Issued, subscribed and fully paid-up shares:
289,367,020 equity shares of H 10 each 289.37 289.37
289.37 289.37
a. Of the above:-
i. 144,683,510 equity shares were allotted as fully paid bonus shares by capitalisation of General reserve by
the Company on 13 September 2010.
ii. 101,183,510 equity shares were allotted as fully paid up pursuant to the scheme of arrangement for demerger
of erstwhile Bajaj Auto Ltd. (now Bajaj Holdings & Investment Ltd.) by the Company on 3 April 2008.
iii. 1,805,071 equity shares thereof (excluding 1,805,071 equity shares allotted as bonus shares thereon) are deemed to
be issued by way of Euro Equity Issue represented by Global Depository Receipts (GDR) evidencing Global
Depository Shares outstanding on the record date. Outstanding GDRs at the close of the year were 60,044 (66,196)
The Company has only one class of equity shares having a par value of H 10 per share. Each holder of equity shares is
entitled to one vote per share. The dividend proposed by the Board of Directors and approved by the shareholders in
the annual general meeting is paid in Indian rupees. In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts.
The distribution will be in proportion to the number of equity shares held by the shareholders.
2014 2013
Nos. % Holding Nos. % Holding
93
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
As at 31 March
General reserve
Balance as per the last financial statements
2,690.60 2,385.60
Add: Transferred from surplus in Statement of Profit and Loss
325.00 305.00
Closing balance
3,015.60 2,690.60
9,318.65
7,612.58
94
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
4 Long-term borrowings
(H In Crore)
Unsecured
Sales tax deferral liability/loan, an incentive under Package Scheme
of Incentives 1983,1988 and 1993 - interest free, partially prepaid
57.74 71.27 1.45 17.17
57.74
71.27 1.45 17.17
Amount disclosed under the head “other current liabilities” [See note 8] – – 71.27 (1.45) (17.17)
57.74 – –
Terms of repayment:
Sales tax deferral liability/loan is repayable, free of interest, over predefined equal annual instalments (5/6/7) after the expiry of a specified period (10/12 /18 years) from
the initial date of deferrment of liability, as per respective schemes of incentive.
Repayment schedule
Repayable to IDBI
May 13
– – – 17.17
May 14
– 1.45 1.45 –
May 15 0.58 0.58 – –
Repayable to Sales tax department
May 30 – –
– –
May 31 – –
9.89 –
May 32 8.17 –
9.89 –
May 33 8.17 –
9.89 –
May 34 8.17 –
9.89 –
May 35 8.17 –
9.89 –
May 36 8.16 –
9.89 –
May 37 8.16 –
9.90 –
May 38 8.16 –
– –
57.74 71.27 1.45 17.17
95
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
As at 31 March
As at 31 March
96
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
7 Provisions
(H In Crore)
Long-term Short-term
As at 31 March As at 31 March
As at 31 March
97
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
8 Current
liabilities
(H In Crore)
As at 31 March
Trade payables
Dues to micro and small enterprises*
10.89 11.60
Other than dues to micro and small enterprises
2,100.511,968.01
2,111.401,979.61
Other current liabilities
Current maturities of long-term borrowings [See note 4] 1.45 17.17
Annuity payable to VRS optees 31.37 32.30
Advance received from customers 449.11 200.91
Unclaimed matured fixed deposits and interest accrued thereon (previous year H 23,000) –
Investor Education Protection Fund (H 480- previous year H 934 )
Security deposits 19.32 14.24
Unclaimed dividend 9.20 8.57
Directors‘ remuneration and commission payable 23.66 21.84
Employee benefits payable 43.35 30.73
Taxes and duties payable 64.69
64.52
Other payables 123.99
155.88
766.14
546.16
2,877.54
2,525.77
* Considering the Company has been extended credit period upto 45 days by its vendors and payments being released on a timely basis, there is no liability towards
interest on delayed payments under “The Micro, Small and Medium Enterprises Development Act, 2006” during the year. There is also no amount of outstanding interest
in this regard, brought forward from previous years. The above information is on basis of intimation received, on requests made by the Company, with regards to vendors
registration under the said Act.
98
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
Tangible assets
Intangible assets
Technical know-how – – – – – – – – – –
(a) At cost, except leasehold land and technical know-how which is at cost, less amounts written off.
(b) Includes premises on ownership basis in Co-operative Society H 9.06 crore and cost of shares therein H 2,000/-
(c) Includes premises purchased, pending registration amounting to H 15.3 crore.
(d) Refer note 1 clause 3(A) and (B) of summary of significant accounting policies.
(e) Excludes premises classified as Investment property which has been given on lease, and accordingly the depreciation for the year thereon amounting to H 1.38 crore (previous year H 1.34 crore)
has been reduced from the same under Investments in note 10.
99
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments
(H In Crore)
Unquoted:
0.01 –
6 Years National Saving Certificates of the 0.01 –
face value of H 98,500
1,222.72 –
1,218.75 –
1,286.82 0.35
1,289.23 –
Carried over
100
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
101
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
102
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
103
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
104
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
105
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
106
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
75,000,000 (–) Units of Axis FTP Series 55 (399 Days) Direct Growth
(X4-DG) 75.00 –
– –
20,000,000 (–) Units of Axis FTP Series 59 (391 Days)
Direct Growth 20.00 –
– –
35,000,000 (–) Units of Axis FTP Series 60 (389 Days)
Direct Growth (X9-DG) 35.00 –
– –
– (25,000,000) Units of Birla Sun Life FTP Series
ES Growth -INF209K01PB3 – –
– 25.00
100,000,000 Units of Birla Sun Life FTP Series GA Growth -
518 Days – 100.00
100.00 –
25,000,000 Units of Birla Sun Life FTP Series GB Growth -
541 Days – 25.00
25.00 –
25,000,000 Units of Birla Sun Life FTP Series GF Growth -
539 Days – 25.00
25.00 –
15,000,000 (–) Units of Birla Sun Life FTP - Series JR (490)
Gr. Direct 15.00 –
– –
75,000,000 (–) Units of Birla Sun Life FTP - Series KE
(412 Days)- Gr. Direct 75.00 –
– –
50,000,000 (–) Units of Birla Sun Life FTP - Series KH
(406 Days)- Gr. Direct 50.00 –
– –
40,000,000 (–) Units of Birla Sun Life FTP Series KA (415 days) 40.00 –
– –
50,000,000 (–) Units of Birla Sun Life FMP Series KO
(399 Days) Direct 50.00 –
– –
25,000,000 (–) Units of Birla Sun Life FTP Series JX
(427 Days) Direct 25.00 –
– –
60,000,000 (–) Units of Birla Sun Life FTP Series KP
(405 Days) Direct 60.00 –
– –
50,000,000 (–) Units of Birla Sun Life FTP Series KR
(385 Days) Direct 50.00 –
– –
46,000,000 (–) Units of Birla Sun Life FTP Series KT
(380 Days) Direct 46.00 –
– –
25,000,000 (–) Units of Birla Sun Life FTP Series KW
(374 Days) Direct 25.00 –
– –
20,000,000 (–) Units of Birla Sunlife FTP Series IY
(499 Days) Direct- Growth 20.00 –
– –
75,000,000 (–) Units of Birla Sunlife FTP Series KJ
(400 Days) Direct 75.00 –
– –
35,000,000 (–) Units of Birla Sunlife FTP Series KX
(372 Days) Direct 35.00 –
781.00 – 150.00 –
Carried over
1,992.93 150.00 587.26 25.00
Carried over
2,596.15 1,060.58
107
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
8,000,000 (–) Units of DWS FMP - Series 37- Direct - Growth 8.00 – – –
108
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
109
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
110
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
111
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
20,000,000 (–) Units of L&T FMP Series 10 Plan S - Direct Growth 20.00 – – –
40,000,000 (–) Units of L&T FMP Series 10 Plan T - Direct Growth 40.00 – – –
20,000,000 (–) Units of L&T FMP Series 9 - Plan J - Direct Growth 20.00 – – –
20,000,000 (–) Units of L&T FMP Series 10 - Plan H - Direct Growth 20.00 – – –
25,000,000 (–) Units of L&T FMP Series 10 - Plan M - Direct Growth 25.00 – – –
20,000,000 (–) Units of L&T FMP Series 10 Plan B - Direct Growth 20.00 – – –
20,000,000 (–) Units of L&T FMP Series 10 Plan Q - Direct Growth 20.00 – – –
20,000,000 (–) Units of L&T FMP Series 9 - Plan E - Direct Growth 20.00 – – –
25,000,000 Units of Reliance Fixed Horizon Fund -
XXII - Series 26 - Growth – 25.00 25.00 –
50,000,000 Units of Reliance Fixed Horizon Fund -
XXII - Series 33 - Growth – 50.00 50.00 –
25,000,000 Units of Reliance Fixed Horizon Fund -
XXII - Series 37 - Growth – 25.00 25.00 –
20,000,000 Units of Reliance Fixed Horizon Fund -
XXII - Series 38 - Growth – 20.00 20.00 –
25,000,000 Units of Reliance Fixed Horizon Fund -
XXII - Series 39-Growth – 25.00 25.00 –
25,000,000 Units of Reliance Fixed Horizon Fund -
XXIII - Series 1- Direct Plan Growth – 25.00 25.00 –
20,000,000 Units of Reliance Fixed Horizon Fund -
XXII - Series - 21 Growth – 20.00 20.00 –
5,000,000 Units of Reliance Fixed Horizon Fund -
XXII - Series - 29 Growth – 5.00 5.00 –
25,000,000 Units of Reliance Fixed Horizon Fund -
XXIII Series 2 - Direct Plan Growth – 25.00 25.00 –
50,000,000 Units of Reliance Fixed Horizon Fund -
XXIII Series 9 - 371 Days Direct Plan Growth – 50.00 50.00 –
25,000,000 (–) Units of Reliance Fixed Horizon Fund -
XXIII - Series 10-Direct Plan 25.00 – – –
10,000,000 (–) Units of Reliance Fixed Horizon Fund -
XXIV - Series 6 10.00 –
– –
20,000,000 (–) Units of Reliance Fixed Horizon Fund -
XXV - Series 1 - Growth Option 20.00 –
– –
Carried over 3,179.00 1,250.00
1,040.00 85.00
Carried over 1,992.93 587.26
2,596.15 1,060.58
112
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
113
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
114
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
In Certificate of Deposit:
Unquoted: – –
– (5,000) Certificate of Deposit of H 100,000 each of – 47.28
UCO Bank- 13-06-2013 – –
– (5,000) Certificate of Deposit of H 100,000 each of – 47.42
HDFC Bank Ltd - 14-06-2013 – –
– (10,000) Certificate of Deposit of H 100,000 each of – 95.54
Corporation Bank - 14-06-2013 – –
– (2,500) Certificate of Deposit of H 100,000 each – 23.97
of Central Bank of India - 25-06-2013 – –
– (5,000) Certificate of Deposit of H 100,000 each – 47.94
– –
of State Bank of Travancore - 26-06-2013
– – – 262.15
Carried over
– 122.16
Carried over
115
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
116
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
10 Investments (Contd.)
(H In Crore)
(H In Crore)
Quoted* 1,277.50
1,293.37 2,372.60 2,351.82
Unquoted
7,256.26 4,057.88
Total
8,549.63 6,430.48
Notes to Investments
1 National Saving Certificate of face value of H 8,500 deposited with Government Departments.
2 * Quoted investments for which quotations are not available have been included in market value at the face value/paid up value, whichever is lower, except in case of
Debentures, Bonds and Government securities, where the Net Present Value at current yield to maturity have been considered.
3 Investments made by the Company other than those with a maturity of less than one year, are intended to be held for long-term, hence diminution in the value of
quoted investments are not considered to be of a permanent nature. On an assessment of the non-performing investments (quoted and unquoted) as per the guidelines
adopted by the Management, a provision of H 63.78 crore has been determined during the year ended 31 March 2014.
4 Refer note 1 clause 5 for accounting policy and valuation principles for investments.
117
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
Long-term Short-term
As at 31 March As at 31 March
Capital advances
138.98 119.97 – –
Security deposits
26.46 26.01 –
– 5.86
Loan and advances to related parties [See note 35]
– – 2.06
Advances recoverable in cash or kind
65.72
Unsecured considered good
18.28 47.66 151.48 –
Doubtful 4.61 –
3.71 65.72
22.89 51.37 151.48 –
Provision for doubtful advances 4.61 –
3.71 65.72
18.28 47.66 151.48
Other loans and advances
1,102.04
VAT refund receivable 260.94 564.98
17.96 92.11
Excise duty rebate receivable on export – 216.78
– –
Advance income-tax (net of provision for tax) 250.26 –
229.26 3.44
Loans to former employees – –
– 42.55
Balances with Central Excise Department 25.00 43.15
21.53 1,240.14
536.20 824.91 1,311.72
268.75
719.92 978.45
462.39
Security deposits include a sum of H 9.92 crore (previous year H 9.92 crore) against use of premises on a Leave License basis,
placed with directors and their relatives, jointly and severally.
118
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
12 Other assets
(Unsecured, good, unless stated otherwise)
(H In Crore)
Non-current Current
As at 31 March As at 31 March
119
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
13 Inventories*
(H In Crore)
As at 31 March
Raw materials and components [includes in transit H 19.75 crore (previous year: H 21.42 crore)] 188.79 196.77
Work-in-progress 24.96 26.56
Finished goods
Vehicles (manufactured) 279.12 248.89
Vehicles (traded) 1.53 1.51
Auto spare parts (manufactured) 15.02 12.72
Auto spare parts (traded) 112.21 124.26
Stores, spares and packing material 13.07 17.97
Loose tools 5.02 7.60
639.72 636.28
* Refer note 1 clause 6 for accounting policy on valuation of inventories.
Details of Inventory
(H In Crore)
As at 31 March
120
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
14 Trade receivables
(Unsecured, considered good, unless stated
otherwise)
(H In Crore)
Non-current Current
As at 31 March As at 31 March
(H In Crore)
Non-current Current
As at 31 March As at 31 March
Cash equivalents
Cheques/drafts on hand – 71.48
– –
Certificate of Deposits with maturity of less than three months
from date of acquisition – –
– 98.42
– – 486.28 550.28
121
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
16 Revenue from
operations
(H In Crore)
March
Notes to financial statements for the year ended 31 March 2014 (Contd.)
17 Other income
(H In Crore)
Investment income:
Interest income on
Bank deposits
0.02 41.72
Long-term investments
214.90 259.07
Amortisation of (premium)/discount on acquisition of fixed income securities
on Long-term investments (32.96) (49.82)
Current investments 159.24 73.41
341.20 324.38
Dividend income on
Long-term investments in subsidiaries 27.08 –
Long-term investments – 0.15
123
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
Ferrous metal
98.92 102.36
Non-ferrous metal
0.32 0.51
Components
12,177.58 12,700.73
Tyres and tubes
601.03 657.48
Others
58.62 62.66
12,936.47 13,523.74
19 Purchase of traded
goods
(H In
March
20 (Increase)/decrease in inventories
(H In Crore)
Notes to financial statements for the year ended 31 March 2014 (Contd.)
22 Finance
costs
(H In Crore)
Interest expense
0.49 0.54
0.49 0.54
23 Depreciation and
amortisation
(H In Crore)
24 Other expenses
(H In
March
125
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
24 Other expenses
(Contd.)
(H In Crore)
(H In Crore)
Payment to auditor
As auditor:
Audit fee 1.00 0.80
Tax audit fee 0.07 0.06
Limited review 0.20 0.12
In other capacity:
Other services (certification fees) 0.08 0.10
Reimbursement of expenses 0.04 0.06
1.39 1.14
126
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
25 Derivative hedging instruments
The Company has adopted the accounting treatment and disclosures in accordance with the principles laid down in AS 30 and
AS 32 on foreign currency derivative contracts.
The Company holds foreign currency derivatives to hedge its foreign currency exposure. Derivatives are initially recognised at
fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. The Company
designates foreign currency derivatives as hedges of foreign currency risk associated with a highly probable forecast transaction
(cash flow hedge).
The Company has entered into simple forward contracts and par forward contracts to hedge highly probable forecast export
transactions. These instruments meet the Management’s foreign exchange risk management objectives and also qualify for hedge
accounting as per the principles of hedge accounting. The market value of instruments outstanding at the close of the year is a
gain of H 1.95 crore as against H Nil in the previous year.
The Company has also entered into range forward contracts to hedge highly probable forecast transactions, where the export
realisations of the Company are protected below a minimum pre-determined foreign exchange rate whereas the realisation
advantages are available to the Company there from upto a higher pre-determined foreign exchange rate. The Company does
not benefit by rupee depreciating beyond the pre-determined foreign exchange rate. These instruments meet the Management’s
foreign exchange risk management objectives and also qualify for hedge accounting as per the principles of hedge accounting.
MTM losses in respect of effective hedges is carried to the Hedge reserve and ineffectiveness, if any, including the time value of
option contracts is recognised in the results, as per the principles of AS-30. The market value of instruments outstanding at the
close of the year indicate a gain aggregating H 71.76 crore as against a gain in the previous year aggregating H 15.96 crore.
The time value of option contracts from the current year aggregating a net loss of H 76.81 crore after reversals, has been
recognised as “Other expense” being recurring in nature, against a net gain of H 131.92 crore in the previous year recognised
as “Other income”.
The exports of the Company, presently constituting substantial portion of the turnover, are at prices pre-determined for
each product in each region. These prices are fixed in USD based on an assumed USD/ INR rate. (Budgeted rate of
realisation).
Exports are then effected at such price and hence it is desirable for the Company to shield itself from adverse
movements in forex rates at a future date.
The Company also imports raw materials and components for its motorcycles etc. However, the value of such imports is not
material as compared to the value of exports. Nevertheless, the Company may wish to secure its procurement prices in terms of
INR to be able to forecast its pricing and profitability. Consequently, the Company may wish to hedge such exposures, future and
current, to achieve the aforesaid objective.
The exchange rate between the Indian rupee and foreign currencies has changed substantially in recent periods and may
continue to fluctuate substantially in the future. Consequently, the Company uses derivative financial instruments, such as
foreign exchange forward and option contracts, to mitigate the risk of changes in foreign currency exchange rates in respect
of its forecasted
cash flows and trade receivables.
The details in respect of the outstanding foreign exchange forward contracts including range forward and par forward contracts
are given below. The forward exchange contracts mature between one to twelve months. The table below summarises the
notional amounts (amounts of contracts booked and outstanding) of foreign currency forward contracts into relevant maturity
groupings based on the remaining period as at the 31 March 2014:
As at 31 March As at 31 March
2014 2013
TRIPLE
SPARK Notional MTM Notional MTM
In USD Gain/(Loss) In USD Gain/(Loss)
On export Mn (H In Mn (H In
transactions (Sell) Crore) (Sell) Crore)
Not later than 3 months (April 14 to June 14) 289.25 (0.42) 336.00 11.50
Later than three months and not later than six months
(July 14 to Sept 14) 299.25 33.19
256.00 5.10
Later than six months and not later than one year
(Oct 14 to March 15) 348.50 43.31 312.00 (0.64)
Later than one year (April 15 to June 15) 38.00 (2.37) - -
Total 975.00 73.71 904.00 15.96
Notes to financial statements for the year ended 31 March 2014 (Contd.)
25 Derivative hedging instruments (Contd.)
The fair values (Marked-to-market) of foreign currency derivative contracts outstanding as on 31 March 2014 and
31 March 2013 are as follows:
As at 31 March As at 31 March
2014 2013
MTM MTM
In USD Gain/(Loss) In USD Gain/(Loss)
For export transactions Mn (Sell) (H In Crore) Mn (Sell) (H In
Crore)
The fair value of forwards and foreign currency option contracts is determined based on the appropriate valuation techniques as
given by the banks.
The cash flows from the hedges are expected to occur over the financial year 2014-15 and will accordingly flow to the Statement of
Profit and Loss.
In respect of foreign currency derivative contracts designated as cash flow hedges for par forward contracts, the Company has
recorded a net gain of H 1.95 crore and net loss of H 16.32 crore, as a component of equity (Hedge reserve) as at 31 March 2014,
and 2013, respectively and a net loss of H 13.53 crore and a net loss of H 207.67 crore as part of revenue during the year ended
31 March 2014, and 2013 respectively and a loss of H 2.60 crore (previous year H 69.22 crore) to the Statement of Profit and
Loss on a break in the designation of the hedge.
(H In Crore)
Opening balance
(16.32) (216.93)
Add: Net gain recognised on cash flow
2.14– 76.28
hedges Less: Net loss recognised on cash
– – 276.89
flow hedges Less: Net gain reclassified to
– (16.32)
profit or loss Add: Net loss reclassified to
16.13
profit or loss Closing balance 1.95
In respect of foreign currency derivative contracts designated as cash flow hedges for range forward contracts, the Company has
recorded a net gain of H 150.65 crore and net gain of H 18.04 crore, as a component of equity (Hedge reserve) as at 31 March
2014, and 2013, respectively and a net loss of H 114.35 crore and a net loss of H 394.74 crore as part of revenue during the year
ended 31 March 2014, and 2013 respectively and a gain of H 0.49 crore (previous year H Nil) to the Statement of Profit and Loss
on a break in the designation of the hedge.
128
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
25 Derivative hedging instruments (Contd.)
The movement of Hedge reserve – range forward is as follows:
(H In Crore)
(USD Million)
As at 31 March
Highest safety represents a credit rating equivalent of AAA and A1+, High safety represents a credit rating equivalent of
AA+, AA and Adequate safety represents a credit rating of A.
Open foreign exchange exposures outstanding at close of the year:
(USD Million)
As at 31 March
Receivables 37 41
Payables 6 5
Others (EEFC balances) 45 53
129
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
27 Contingent liabilities
(H In Crore)
As at 31 March
As at 31 March
b. Other commitments
The Company has imported capital goods under the Export Promotion Capital Goods Scheme, of the Government of
India, at concessional rates of duty on an undertaking to fulfill quantified exports against which remaining future
obligation aggregates USD 30.41 million (Previous year - USD Nil). Minimum export obligations to be fulfilled by the
Company under the said scheme, by 31 March 2014 have been fulfilled. Non fulfillment of the balance of such future
obligation, if any, entails options/rights to the Government to confiscate capital goods imported under the said licence
and other penalties under the above referred scheme.
130
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
(H In Crore)
31 Imported and indigenous raw materials, components and spare parts consumed
For the year ended 31 March For the year ended 31 March
2014 2013
Particulars (H In Crore) Percentage (H In Crore) Percentage
Notes to financial statements for the year ended 31 March 2014 (Contd.)
F.O.B.Value of exports *
(USD 1,330 million; previous year: USD 1,309 million) 7,931.46 6,508.27
Exchange gain/(loss) on derivative hedging instruments, debtors 11.53 39.91
Forwarding charges exports recovered 9.57 8.67
Interest 0.51 2.66
Royalty 2.61 2.66
Technical know-how fees 0.52 0.83
Asset disposal – –
Others 7.66 2.34
7,963.86 6,565.34
* Excludes F.O.B. Value of rupee exports H 267.37 crore (previous year - H 204.25 crore)
132
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
33 Employee benefits
Liability for employee benefits has been determined by an actuary, appointed for the purpose, in conformity with the
principles set out in the AS 15 (Revised) the details of which are as hereunder.
Funded schemes
(H In Crore)
Gratuity
As at 31 March
133
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
As at 31 March
Assets information
Insurer managed funds 137.50 100.00% 100.00%
(H In Crore)
Experience adjustments
Defined benefit obligation 122.44 160.23 181.26 219.10 253.71
As at 31 March
(H In Crore)
Provident fund
As at 31 March
134
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
Provident fund
As at 31 March
(H In Crore)
As at 31 March
Assets information
Category of assets (% allocation)
Government of India securities
277.88 49.00% 46.00%
Corporate bonds
201.33 35.00% 37.00%
Special deposit scheme
58.58 10.00% 12.00%
Others 31.09 6.00% 5.00%
Total 568.88 100.00% 100.00%
135
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
Experience adjustments
Defined benefit obligation - - 408.98 483.55 568.88
Plan assets - - 408.98 483.55 568.88
Surplus/(deficit) - - - - -
Exp. adj. on plan liabilities - - - 3.55 6.44
Exp. adj. on plan assets - - - 2.73 3.17
As at 31 March
Unfunded schemes
(H In Crore)
Compensated absences
As at 31 March
(H In Crore)
Welfare scheme
As at 31 March
136
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
34 Segment information
Segment information is based on the Consolidated financial statements.
Segment wise revenue, results and capital employed for the year ended 31 March
2014
(H In Crore)
Revenue
External sales and other income 20,438.83 396.04 20,834.87
Unallocated corporate revenue – – 5.23
Inter segment sales and other income – – –
Total revenue 20,438.83 396.04 20,840.10
Business segments of the consolidated group have been identified as distinguishable components that are engaged in a
group of related product or services and that are subject to risks and returns different from other business segments.
Accordingly Automotive and Investments have been identified as the business segments.
Segment revenue
External sales and other income 12,618.40 8,221.70 20,840.10
Segment assets 13,299.81 2,007.95 15,307.76
Capital expenditure 391.77 0.01 391.78
137
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
34 Segment information (Contd.)
Segment information is based on the Consolidated financial statements.
Segment wise revenue, results and capital employed for the year ended 31 March 2013
(H In Crore)
Revenue
External sales and other income 20,466.36 372.76 20,839.12
Inter segment sales and other income – – -
Total revenue 20,466.36 372.76 20,839.12
Business segments of the consolidated group have been identified as distinguishable components that are engaged in a
group of related product or services and that are subject to risks and returns different from other business segments.
Accordingly Automotive and Investments have been identified as the business segments.
Segment revenue
External sales and other income 14,038.39 6,800.73 20,839.12
Segment assets 11,000.29 1,642.03 12,642.32
Capital expenditure 507.93 0.26 508.19
138
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
2013-14 2012-13
Outstanding Outstanding
amounts amounts
Name of related party and Transaction carried in Transaction carried in
Nature of relationship Nature of transaction value Balance Sheet value Balance Sheet
PT.Bajaj Auto Indonesia (99.25% shares held by Contribution to equity (411,875 shares of USD 100 67.75
Bajaj Auto Ltd.) each) (Previous year 291,875 shares of USD 100 205.57 – 137.82
each) 1.79
36.78– 33.89
Sale of spare parts and vehicles SKD 0.08
– 1.92 –
Interest received 0.05
– 0.58 –
Warranty paid 0.19
– 8.43 –
Advertisement expenses paid
Bajaj Auto International Holdings BV –
Amsterdam Netherlands (Fully owned subsidiary) Contribution to equity 1,218.72 231.86 1,218.72
(1,980,000 shares of Euro 100 each) 27.08
– – –
Dividend received
4.48
C Individuals controlling voting power/exercising significant influence and their relatives: –
6.75
Rahul Bajaj (Chairman) Remuneration (6.75) 5.28 –
0.09
(Also Key management personnel) Commission – 6.75 (6.75)
1.80
Rent paid for premises 2.70 0.04 –
3.23
Deposit paid against premises taken on lease – – 0.90
5.13
Madhur Bajaj (Vice Chairman) Remuneration (5.13) 3.26 –
0.04
(Also Key management personnel) Commission – 5.13 (5.13)
–
Rent paid for premises 0.88 0.03 –
7.67
Deposit paid against premises taken on lease – – 0.88
10.69
Rajiv Bajaj (Managing Director) Remuneration (10.69)
6.36 –
1.96
(Also Key management personnel) Commission –
8.91 (8.91)
–
Rent paid for premises 2.82
1.42 –
0.01
Deposit paid against premises taken on lease –
0.72 2.82
0.06
Sanjiv Bajaj Sitting fees (0.06)
0.01 –
0.03
–
(Non-Executive Director) Commission 0.06 (0.06)
(1.80)
–
Rahul Bajaj (HUF) Rent paid for premises 0.08 –
0.04
–
Deposit paid against premises taken on lease – 1.80
–
0.88
Ramkrishna Bajaj (HUF) Rent paid for premises 0.03 –
0.01
–
Deposit paid against premises taken on lease – 0.88
0.04
(0.04)
Shekhar Bajaj Sitting fees 0.01 –
0.04
–
Commission 0.05 (0.05)
–
0.88
Rent paid for premises 0.04 0.03 –
–
Deposit paid against premises taken on lease – – 0.88
0.88
Shekhar Bajaj (HUF) Rent paid for premises 0.03 –
139
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
35 Disclosure of transactions with related parties as required by the Accounting Standard -18 (Contd.)
(H In Crore)
2013-14 2012-13
Outstanding Outstanding
amounts amounts
Name of related party and Transaction carried in Transaction carried in
Nature of relationship Nature of transaction value Balance Sheet value Balance Sheet
E Enterprises over which anyone in (c) and (d) exercises significant influence:
KTM Sportsmotorcycles India Pvt. Ltd. Royalty paid and payable – 1.02 –
0.93
Services rendered and other debits 0.81 0.04
Name of the related party and nature of the related party relationship where control exists have been disclosed irrespective of whether or not there have been transactions between the related parties. In other cases,
disclosure has been made only when there have been transactions with those parties.
Related parties as defined under clause 3 of the Accounting Standard - 18 “Related Party Disclosures” have been identified based on representations made by key managerial personnel and information available with the
Company.
140
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to financial statements for the year ended 31 March 2014 (Contd.)
36 Lease
Future minimum lease rental in respect of assets. Given on operating lease in the form of office
premises after 1 April 2001. Minimum future lease payments as on 31 March 2014:
(H In Crore)
As at 31 March
Receivable
Within one year 15.60 12.63
After one year but not more than five years 33.15 42.13
More than five years 1.08 1.09
49.83 55.85
Taken on operating lease in the form of office premises after 1 April 2001 Minimum
future lease payments as on 31 March 2014:
Payable
Within one year 8.33 6.71
After one year but not more than five years 17.96 16.87
13.94 14.06
More than five years
40.23 37.64
39 Miscellaneous
a. H 1 crore is equal to H 10 million.
b. Amounts less than H 50,000 have been shown at actual against respective line items statutorily required to be disclosed.
141
Bajaj Auto Limited
7th Annual Report 2013-14
Statement pursuant to section 212 of the Companies Act, 1956 relating to subsidiary companies
Rahul Bajaj
Chairman
Kevin D’sa
Chief Financial Officer Rajiv Bajaj
Managing Director
1. We have audited the accompanying consolidated financial statements (the “Consolidated Financial
Statements”) of Bajaj Auto Ltd. (“the Company”) and its subsidiaries; hereinafter referred to as the “Group”
(refer Note 1 to the attached consolidated financial statements) which comprise the consolidated Balance
Sheet as at
31 March 2014, and the consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement
for the year then ended, and a summary of significant accounting policies and other explanatory information
which we have signed under reference to this report.
2. The Company’s Management is responsible for the preparation of these consolidated financial
statements that give a true and fair view of the consolidated financial position, consolidated financial
performance and consolidated cash flows of the Group in accordance with accounting principles
generally accepted in India. This responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the consolidated financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors’ responsibility
3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the Standards on Auditing and other applicable authoritative
pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free from material misstatement.
4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the
assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s
preparation and fair presentation of the consolidated financial statements in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall
presentation of the consolidated financial statements.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Opinion
6. We report that the consolidated financial statements have been prepared by the Company’s Management in
accordance with the requirements of Accounting Standard (AS) 21 – Consolidated Financial Statements
and Accounting Standard (AS) 23 – Accounting for Investments in Associates in Consolidated Financial
Statements notified under section 211(3C) of the Companies Act, 1956 and Accounting Standard 30,
Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of
India to the extent it does not contradict any other accounting standard referred to in sub-section (3C) of
section 211 of the Act.
7. Based on our audit and on consideration of reports of other auditors on separate financial statements and on
the other financial information of the components of the Group as referred to in paragraph 8 below, and to
the best of our information and according to the explanations given to us, in our opinion, the accompanying
consolidated financial statements give a true and fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at 31 March 2014;
(b) in the case of the consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and
(c) in the case of the consolidated Cash Flow Statement, of the cash flows for the year ended on that date.
144
Bajaj Auto Limited
7th Annual Report 2013-14
8. We did not audit the financial statements of (i) one subsidiary included in the consolidated
financial statements, which constitute total assets of H 8.51 crore and net assets of H 7.65 crore as at
31 March 2014, total revenue of H 13.08 crore, net loss of H 42.77 crore and net cash outflows amounting to
H (0.95) crore for the year then ended; and (ii) one associate of subsidiary company which constitute net profit
of H 145.52 crore for the year then ended. These financial statements and other financial information have
been audited by other auditors whose reports have been furnished to us, and our opinion on the consolidated
financial statements to the extent they have been derived from such financial statements is based solely on
the report of such other auditors.
Anish P Amin
Partner
Membership Number: 40451
Pune: 15 May 2014
145
Bajaj Auto Limited
7th Annual Report 2013-14
Consolidated Balance
Sheet
(H In Crore)
As at 31 March
ASSETS
Non-current assets
Fixed assets 2,006.42
Tangible assets 9 – 1,807.16
Intangible assets 9 32.55 –
Capital work-in-progress 111.51 223.29
Intangible assets under development 2,150.48 70.26
653.20 2,100.71
Goodwill on investments in associate of subsidiary 6,158.07 548.25
Non-current investments 10 – 3,347.59
Deferred tax assets (net) 720.55 33.41
Long-term loans and advances 11 1.02 463.16
Other non-current assets 12 9,683.32 1.02
6,494.14
Current assets 2,289.70
Current investments 10 641.21 2,711.33
Inventories 13 796.21 643.96
Trade receivables 14 500.90 734.33
Cash and bank balances 15 979.35 566.51
Short-term loans and advances 11 417.07 1,313.14
Other current assets 12 5,624.44 212.32
15,307.76 6,181.59
Total 12,675.73
The accompanying notes are an integral part of the financial statements
In terms of our report of even date On behalf of the Board of Directors
For Dalal & Shah
Firm Registration Number: 102021W Rahul Bajaj
Chartered Accountants Chairman
146
Bajaj Auto Limited
7th Annual Report 2013-14
Sales
20,735.68 20,662.36
Less: Excise duty
1,009.401,128.91
Net sales
19,726.28
19,533.45
Other operating revenue 432.01 508.54
Revenue from operations (net) 16 20,158.29 20,041.99
Other income 17 681.81 797.13
Total revenue 20,840.10 20,839.12
Expenses:
Cost of raw material and components consumed 18 12,936.57
13,536.43
Purchases of traded goods 19 959.23
864.76
(Increase)/decrease in inventories of finished goods,
work-in-progress and traded goods 20 (12.57)
32.35
Employee benefits expense 21 731.76
649.93
Finance costs 22 0.82
1.19
Depreciation and amortisation 23 181.32
167.81
Other expenses 24 1,453.00
1,372.89
Expenses, included in above items, capitalised (64.90)
(62.85)
Total expenses 16,185.23
16,562.51
Tax expense
Current tax 1,362.02
1,156.00
Deferred tax 28.08
61.16
Total tax expense 1,390.10
1,217.16
3,264.77
Profit after tax
3,059.45
1.37
Tax (debits)/credits pertaining to earlier years
31.74 –
Deferred tax assets write-off of subsidiary
145.52 11.36
Income from associate after tax
(0.36) 84.43
Minority interest
(0.17)
3,380.28
Profit for the year
3,132.69
116.8
Basic and diluted Earnings per share (In H)
108.3
(Nominal value per share H 10)
147
Bajaj Auto Limited
7th Annual Report 2013-14
Cash Flow
Statement
(H In Crore)
I. Operating activities
Profit before tax
4,654.87 4,276.61
Add: Income from associate after tax
145.52 84.43
4,800.39 4,361.04
Adjustments:
Add:
i) Depreciation and amortisation 181.32 167.81
ii) Valuation (gains)/losses of derivative hedging 76.81 (131.92)
instruments
7.56 7.04
iii) Loss on assets sold, demolished, discarded and scrapped
1.18 4.92
iv) Provision for doubtful debts and advances
1.37 –
v) Tax (debits)/credits pertaining to earlier years
0.82 1.19
vi) Interest expense
269.06 49.04
Less:
i) Investment income included in above:
214.90
259.07
Interest on long-term investments
0.02
41.72
Interest on fixed deposits
54.84
48.23
Profit on sale of investments, net
–
0.15
Dividend on long-term investments
Amortisation of (premium)/discount on acquisition of 126.28
fixed income securities 23.59
396.04
372.76
0.60
ii) Provision for doubtful debts and advances written back 5.15
2.25
iii) Surplus on sale of assets 7.17
79.74
iv) Surplus on pre-payment of sales tax deferral liability/loan 68.95
(478.63)
(454.03)
4,590.82
3,956.05
3,647.23
Carried forward 2,218.30
148
Bajaj Auto Limited
7th Annual Report 2013-14
Particulars 2014
2013
149
Bajaj Auto Limited
7th Annual Report 2013-14
Year ended 31
Particulars 2014 March
2013
(66.24) (620.82)
Net change in cash and cash equivalents
150
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to consolidated financial statements for the year ended 31 March 2014
1 a) The consolidated financial statements include results of the subsidiaries of Bajaj Auto Ltd., consolidated in accordance
with AS-21 “Consolidated Financial Statements” and AS-23 “Accounting for Investment in Associates in Consolidated
Financial Statements”.
Country of % Shareholding of
Name of the company Incorporation Bajaj Auto Ltd. Consolidated as
The consolidated financial statements of Bajaj Auto International Holdings BV include 47.99% interest in KTM AG (earlier
KTM PowerSports AG) as an associate.
b) These financial statements have been prepared in accordance with the generally accepted accounting principles in India
under the historical cost convention on accrual basis. Consequent to the clarification from the Ministry of Corporate
Affairs, vide General Circular 08/2014 dated 4 April 2014, these financial statements have been prepared in accordance
with the relevant provisions/Schedules/Rules of the Companies Act, 1956. Accordingly, these financial statements have
been prepared to comply in all material aspects with the accounting standards notified under section 211(3C) [Companies
(Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 1956.
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and
other criteria set out in the Revised Schedule VI to the Companies Act, 1956. Based on the nature of products and the
time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company
has
ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities.
2 Share capital
(H In Crore)
As at 31 March
Authorised:
300,000,000 equity shares of H 10 each 300.00 300.00
Issued, subscribed and fully paid-up shares:
289,367,020 equity shares of H 10 each 289.37 289.37
289.37 289.37
As at 31 March As at 31 March
2014 2013
Nos. % Holding Nos. % Holding
151
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
As at 31 March
General reserve
Balance as per the last financial statements 2,703.14 2,300.76
Add: Adjustments on account of change in share of net assets of associate/subsidiary (2.87) 8.26
Add: Transferred from surplus in Statement of Profit and Loss 461.96 394.12
Closing balance 3,162.23 2,703.14
9,877.89 7,775.93
4 Long-term borrowings
(H In Crore)
Unsecured
Sales tax deferral liability/loan, an incentive under Package
Scheme of Incentives 1983,1988 and 1993 - interest free,
57.74 71.27 1.45 17.17
partially prepaid
57.74
71.27 1.45 17.17
152
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
5 Other long-term
liabilities
(H In Crore)
As at 31 March
6 Provisions
(H In Crore)
Long-term Short-term
As at 31 March As at 31 March
7 Short-term borrowings
(H In Crore)
As at 31 March
Other loans
Unsecured
Short-term bank loan
– 27.14
– 27.14
153
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
8 Current
liabilities
(H In Crore)
As at 31 March
Trade payables
Dues to micro and small enterprises 10.89 11.60
Other than dues to micro and small enterprises 2,100.92 1,970.29
2,111.81 1,981.89
Other current liabilities
Current maturities of long-term borrowings [See note 4] 1.45 17.17
Annuity payable to VRS optees 31.37 32.30
Advance against orders 449.11 200.91
Unclaimed matured fixed deposits and interest accrued thereon (Previous year H 23,000) –
Investor Education Protection Fund (H 480 - previous year H 934 )
Security deposits 19.32 15.15
Unclaimed dividend 9.20 8.57
Directors' remuneration and commission payable 23.66 21.84
Employee benefits payable 43.35 30.73
Taxes and duties payable 64.71 64.82
Other payables 124.18 157.46
766.35 548.95
2,878.16 2,530.84
Tangible assets
Buildings 674.94 11.54 0.18 686.30 156.76 0.02 16.68 173.42 512.88 518.18
Waterpumps, reservoirs and mains 13.23 0.66 – 13.89 6.84 – 0.48 7.32 6.57 6.39
Plant and machinery 1,545.75 239.14 86.90 1,697.99 1,183.95 82.22 48.23 1,149.96 548.03 361.80
Dies and jigs 465.41 91.67 22.08 535.00 361.76 19.53 27.31 369.54 165.46 103.65
Electric installations 73.58 2.18 4.23 71.53 36.04 4.00 3.13 35.17 36.36 37.54
Factory equipments 276.71 29.12 23.59 282.24 120.01 21.43 12.81 111.39 170.85 156.70
Furniture 26.55 2.26 0.37 28.44 12.29 0.28 1.93 13.94 14.50 14.26
Office equipments 39.84 3.26 1.79 41.31 12.03 1.18 2.00 12.85 28.46 27.81
Electric fittings 22.79 0.46 0.93 22.32 9.27 0.89 0.95 9.33 12.99 13.52
Vehicles and aircraft 622.07 11.49 5.26 628.30 131.34 3.24 65.76 193.86 434.44 490.73
Total tangible assets 3,837.45 391.78 146.03 4,083.20 2,030.29 132.79 179.28 2,076.78 2,006.42 1,807.16
Previous year total 3,402.58 508.19 73.32 3,837.45 1,919.29 52.67 163.67 2,030.29 1,807.16
Intangible assets
Technical know-how – – – – – – – – – –
154
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
10 Investments
(H In Crore)
In Investment property
64.09 65.37 – –
In Government and trust securities
0.01 5.11 – 0.35
In Equity shares
Long-term: associate company
1,120.86 847.19 – –
In Bonds and Debentures
706.11 1,306.92 586.91 1,060.58
In Mutual fund units 4,267.00 1,123.00 1,488.00 120.00
In Certificate of – 214.44
– 1,408.59
deposit In Commercial – –
– 122.16
paper 6,158.07 2,289.70
3,347.59 2,711.33
Long-term Short-term
As at 31 March As at 31 March
Capital advances
138.98 119.97 – –
Security deposits
27.09 26.78 –
– 5.86
Loan and advances to related
– – 2.06
parties Advances recoverable in
66.89
cash or kind
18.28 47.66 152.21 –
Unsecured considered good 4.61 3.71 – 66.89
Doubtful 22.89 152.21
51.37 –
4.61 3.71 – 66.89
Provision for doubtful advances 18.28 152.21
47.66
1,102.05
Other loans and advances 260.94 564.99
17.96 92.11
VAT refund receivable – 216.78
– 0.24
Excise duty rebate receivable on export 250.26 0.16
229.26 3.44
Advance income-tax (net of provision for tax) – –
– 42.55
Loans to former employees 25.00 43.15
21.53 1,240.39
Balances with Central Excise Department 536.20 825.08
268.75 1,313.14
720.55 979.35
463.16
155
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
12 Other assets
(Unsecured, good, unless stated otherwise)
(H In Crore)
Non-current Current
As at 31 March As at 31 March
156
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
13 Inventories
(H In Crore)
As at 31 March
Raw materials and components (includes in transit H 19.75 crore (previous year: H 21.42 crore)) 189.18 197.02
Work-in-progress 24.96 26.56
Finished goods
Vehicles (manufactured) 280.24 255.20
Vehicles (traded) 1.53 1.51
Auto spare parts (manufactured) 15.02 11.97
Auto spare parts (traded) 112.19 126.13
Stores, spares and packing material 13.07 17.97
Loose tools 5.02 7.60
641.21 643.96
Detail of
inventory
(H In Crore)
As at 31 March
Finished goods
Vehicles (manufactured) 280.24 255.20
Vehicles (traded) 1.53 1.51
Auto spare parts (manufactured) 15.02 11.97
Auto spare parts (traded) 112.19 126.13
408.98 394.81
157
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
14 Trade receivables
(Unsecured, considered good, unless stated
otherwise)
(H In Crore)
Non-current Current
As at 31 March As at 31 March
(H In Crore)
Non-current Current
As at 31 March As at 31 March
158
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
16 Revenue from
operations
(H In Crore)
Detail of
inventory
(H In Crore)
Sale of products
Vehicles (manufactured) 18,806.33 18,964.70
Vehicles (traded) 24.57 1.30
Auto spare parts (manufactured) 241.97 213.61
Auto spare parts (traded) 1,662.81 1,482.75
20,735.68 20,662.36
159
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
17 Other
income
(H In Crore)
Investment income:
Interest income on
Bank deposits 0.02 41.72
Long-term investments 214.90 259.07
Amortisation of (premium)/discount on acquisition of fixed income securities on
Long-term investments (32.96) (49.82)
Current investments 159.24 73.41
341.20 324.38
Dividend income on
Long-term investments – 0.15
Profit on sale of investments, net 54.84 48.23
396.04 372.76
Others:
Interest - others 57.89 49.37
Rent 18.79 9.91
Insurance claims 0.26 0.90
Miscellaneous receipts 69.87 34.40
Surplus on sale of assets 2.25 7.17
Sundry credit balances appropriated 1.46 1.15
Provision for doubtful debts and advances written back 0.60 5.15
Less: Write backs on account of amounts writen off during the year, as per contra – 4.57
0.60 0.58
Provision no longer required 40.07 72.18
Valuation gains on derivative hedging instruments – 131.92
Gains on exchange fluctuations 14.84 47.84
Gain on repayment of sales tax deferral loan/liability 79.74 68.95
285.77 424.37
681.81 797.13
(H In Crore)
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
19 Purchase of traded
goods
(H In Crore)
20 (Increase)/decrease in inventories
(H In Crore)
(Increase)/
Particulars 2014 2013 decrease
(H In Crore)
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
22 Finance
costs
(H In Crore)
23 Depreciation and
amortisation
(H In Crore)
24 Other expenses
(H In Crore)
For the year ended 31 March
Particulars 2014 2013
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
24 Other expenses
(Contd.)
(H In Crore)
For the year ended 31 March
Particulars 2014 2013
25 Notes to these consolidated financial statements are intended to serve as a means of informative disclosure and a guide to
better understanding of the consolidated position of the companies. Recognising this purpose, the Company has disclosed
only such notes from the individual financial statements, which fairly present the needed disclosures.
26 The accounting policies of the parent are best viewed in its independent financial statements, note 1. Differences in
accounting policies followed by the other entities consolidated have been reviewed and no adjustments have been made,
since the impact of these differences is not significant.
27 Consolidated contingent liability is same as contingent liability of standalone Bajaj Auto Ltd.
28 Consolidated capital commitments are same as capital commitments of standalone Bajaj Auto Ltd.
29 Consolidated related party transactions are same as related party transactions of standalone Bajaj Auto Ltd.
30 Deferred taxes
(H In Crore)
As at 31 March
163
Bajaj Auto Limited
7th Annual Report 2013-14
Notes to consolidated financial statements for the year ended 31 March 2014 (Contd.)
Previous year figures have been regrouped wherever necessary to make them comparable with those of the current year.
33 Miscellaneous
164
Bajaj Auto Limited
indidesign.in pragati.com
Regd. Office:
Bajaj Auto Ltd. Complex,
Mumbai-Pune Road,
Akurdi, Pune 411 035
NOTICE
Notice is hereby given that the Seventh annual general meeting of the shareholders of Bajaj Auto Ltd. will be held
on Thursday, 17 July 2014 at 12.15 p.m. at the registered office of the Company at Bajaj Auto Ltd. Complex,
Mumbai-Pune Road, Akurdi, Pune 411 035 to transact the following business:
ORDINARY BUSINESS:
1. To consider and adopt the audited Balance Sheet as at 31 March 2014 and the Statement of Profit and Loss account for
the year ended 31 March 2014 and the Directors’ and Auditors’ Reports thereon.
2. To declare a dividend.
3. To appoint a director in place of Madhur Bajaj, who retires by rotation and being eligible offers
himself for re-appointment.
4. To appoint a director in place of Sanjiv Bajaj, who retires by rotation and being eligible offers
himself for re-appointment.
5. To consider and, if thought fit, to pass, with or without modification, the following resolution as an ordinary
resolution:
“RESOLVED that pursuant to the provisions of section 139 and other applicable provisions of the Companies Act, 2013,
and the Rules made thereunder, the retiring auditors, Dalal & Shah, Chartered Accountants, (Firm Registration No.
102021W), be and are hereby appointed as Auditors of the Company to hold office from the conclusion of this annual
general meeting until the conclusion of the 10th annual general meeting of the Company, subject to ratification
by shareholders at each annual general meeting to be held hereafter, on a remuneration of H 10,000,000 (Rupees one
crore only) plus service tax thereon and reimbursement of travelling and other out-of-pocket expenses for the
year 2014-15 .”
SPECIAL BUSINESS:
6. Appointment of Kantikumar R Podar as an independent director
To consider and if thought fit to pass, with or without modifications, the following resolution as an ordinary resolution:
“RESOLVED THAT pursuant to the provisions of section 149 and other applicable provisions of the Companies Act,
2013 read with the Rules made thereunder, approval be and is hereby accorded to the appointment of Kantikumar
R Podar (DIN 00086038), in respect of whom a notice in writing pursuant to section 160 of the Companies Act, 2013
has been received in the prescribed manner, as an Independent Director on the Board of the Company for a
consecutive period of five years, effective from 1 April 2014 upto 31 March 2019.”
“RESOLVED FURTHER THAT pursuant to the provisions of section 149, 197 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder, Kantikumar R Podar be paid such fees and remuneration and
profit-related commission as the Board may approve from time to time and subject to such limits, prescribed or as may
be prescribed from time to time.”
To consider and if thought fit to pass, with or without modifications, the following resolution as an ordinary
resolution:
“RESOLVED THAT pursuant to the provisions of section 149 and other applicable provisions of the Companies
Act, 2013 read with the Rules made thereunder, approval be and is hereby accorded to the appointment of D J
Balaji Rao (DIN 00025254), in respect of whom a notice in writing pursuant to section 160 of the Companies Act,
2013 has been received in the prescribed manner, as an Independent Director on the Board of the Company for a
consecutive period of five years, effective from 1 April 2014 upto 31 March 2019.”
1
“RESOLVED FURTHER THAT pursuant to the provisions of section 149, 197 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder, D J Balaji Rao be paid such fees and remuneration and profit-
related commission as the Board may approve from time to time and subject to such limits, prescribed or as may be
prescribed from time to time.”
To consider and if thought fit to pass, with or without modifications, the following resolution as an ordinary resolution:
“RESOLVED THAT pursuant to the provisions of section 149 and other applicable provisions of the Companies
Act, 2013 read with the Rules made thereunder, approval be and is hereby accorded to the appointment of D S
Mehta (DIN 00038366), in respect of whom a notice in writing pursuant to section 160 of the Companies Act, 2013
has been received in the prescribed manner, as an Independent Director on the Board of the Company for a
consecutive period of five years, effective from 1 April 2014 upto 31 March 2019.”
“RESOLVED FURTHER THAT pursuant to the provisions of section 149, 197 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder, D S Mehta be paid such fees and remuneration and profit-related
commission as the Board may approve from time to time and subject to such limits, prescribed or as may be prescribed
from time to time.”
To consider and if thought fit to pass, with or without modifications, the following resolution as an ordinary resolution:
“RESOLVED THAT pursuant to the provisions of section 149 and other applicable provisions of the Companies
Act, 2013 read with the Rules made thereunder, approval be and is hereby accorded to the appointment of J N
Godrej (DIN 00076250), in respect of whom a notice in writing pursuant to section 160 of the Companies Act,
2013 has been received in the prescribed manner, as an Independent Director on the Board of the Company for a
consecutive period of five years, effective from 1 April 2014 upto 31 March 2019.”
“RESOLVED FURTHER THAT pursuant to the provisions of section 149, 197 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder, J N Godrej be paid such fees and remuneration and profit-related
commission as the Board may approve from time to time and subject to such limits, prescribed or as may be prescribed
from time to time.”
To consider and if thought fit to pass, with or without modifications, the following resolution as an ordinary resolution:
“RESOLVED THAT pursuant to the provisions of section 149 and other applicable provisions of the Companies
Act, 2013 read with the Rules made thereunder, approval be and is hereby accorded to the appointment of S H
Khan (DIN 00006170), in respect of whom a notice in writing pursuant to section 160 of the Companies Act, 2013
has been received in the prescribed manner, as an Independent Director on the Board of the Company for a
consecutive period of five years, effective from 1 April 2014 upto 31 March 2019.”
“RESOLVED FURTHER THAT pursuant to the provisions of section 149, 197 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder, S H Khan be paid such fees and remuneration and profit-related
commission as the Board may approve from time to time and subject to such limits, prescribed or as may be prescribed
from time to time.”
To consider and if thought fit to pass, with or without modifications, the following resolution as an ordinary resolution:
“RESOLVED THAT pursuant to the provisions of section 149 and other applicable provisions of the Companies Act,
2013 read with the Rules made thereunder, approval be and is hereby accorded to the appointment of Suman
Kirloskar (DIN 00030329), in respect of whom a notice in writing pursuant to section 160 of the Companies Act,
2013 has been received in the prescribed manner, as an Independent Director on the Board of the Company for a
consecutive period of five years, effective from 1 April 2014 upto 31 March 2019.”
“RESOLVED FURTHER THAT pursuant to the provisions of section 149, 197 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder, Suman Kirloskar be paid such fees and remuneration and profit-
related commission as the Board may approve from time to time and subject to such limits, prescribed or as may be
prescribed from time to time.”
2
12. Appointment of Naresh Chandra as an independent director
To consider and if thought fit to pass, with or without modifications, the following resolution as an ordinary resolution:
“RESOLVED THAT pursuant to the provisions of section 149 and other applicable provisions of the Companies Act,
2013 read with the Rules made thereunder, approval be and is hereby accorded to the appointment of Naresh
Chandra (DIN 00015833), in respect of whom a notice in writing pursuant to section 160 of the Companies Act,
2013 has been received in the prescribed manner, as an Independent Director on the Board of the Company for a
consecutive period of five years, effective from 1 April 2014 upto 31 March 2019.”
“RESOLVED FURTHER THAT pursuant to the provisions of section 149, 197 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder, Naresh Chandra be paid such fees and remuneration and profit-
related commission as the Board may approve from time to time and subject to such limits, prescribed or as may be
prescribed from time to time.”
To consider and if thought fit to pass, with or without modifications, the following resolution as an ordinary resolution:
“RESOLVED THAT pursuant to the provisions of section 149 and other applicable provisions of the Companies
Act, 2013 read with the Rules made thereunder, approval be and is hereby accorded to the appointment of Nanoo
Pamnani (DIN 00053673), in respect of whom a notice in writing pursuant to section 160 of the Companies Act,
2013 has been received in the prescribed manner, as an Independent Director on the Board of the Company for a
consecutive period of five years, effective from 1 April 2014 upto 31 March 2019.”
“RESOLVED FURTHER THAT pursuant to the provisions of section 149, 197 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder, Nanoo Pamnani be paid such fees and remuneration and profit-
related commission as the Board may approve from time to time and subject to such limits, prescribed or as may be
prescribed from time to time.”
To consider and if thought fit to pass, with or without modifications, the following resolution as an ordinary resolution:
“RESOLVED THAT pursuant to the provisions of section 149 and other applicable provisions of the Companies
Act, 2013 read with the Rules made thereunder, approval be and is hereby accorded to the appointment of P
Murari (DIN 00020437), in respect of whom a notice in writing pursuant to section 160 of the Companies Act,
2013 has been received in the prescribed manner, as an Independent Director on the Board of the Company for a
consecutive period of five years, effective from 1 April 2014 upto 31 March 2019.”
“RESOLVED FURTHER THAT pursuant to the provisions of section 149, 197 and other applicable provisions of the
Companies Act, 2013 and the rules made thereunder, P Murari be paid such fees and remuneration and profit-related
commission as the Board may approve from time to time and subject to such limits, prescribed or as may be prescribed
from time to time.”
J Sridhar
Company
Secretary Date: 15
May 2014
3
NOTES:
1 A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL,
INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER. A PERSON CAN ACT AS PROXY ON BEHALF
OF MEMBERS UPTO AND NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN
PERCENT (10%) OF THE TOTAL SHARE CAPITAL OF THE COMPANY. FURTHER, A MEMBER HOLDING MORE THAN TEN
PERCENT (10%) OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE
PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR MEMBER. THE
INSTRUMENT APPOINTING
PROXY MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE
TIME OF HOLDING THE MEETING.
2 During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the
conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the business
hours of the Company, provided not less than three (3) days written notice is given to the Company.
3 Explanatory Statement pursuant to section 102 of the Companies Act, 2013 forms part of this Notice.
4 Brief details of the directors, who are seeking re-appointment, are annexed hereto as per requirements of clause
49 of the listing agreement.
5 Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current
auditors of the Company, Dalal & Shah, Chartered Accountants are eligible to hold office for a period of three
years, upto 2017. The appointment of 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, to be
scheduled in 2017 and to fix their remuneration for the year 2014-15 has been put up for the approval of members.
6 Pursuant to the provisions of section 91 of the Companies Act, 2013, the register of members and share transfer
books of the Company will remain closed from Saturday, 5 July 2014 to Thursday, 17 July 2014, both days
inclusive.
7 Subject to the provisions of section 126 of the Companies Act, 2013, dividend on equity shares, if declared at
the annual general meeting, will be credited/dispatched between 21 July 2014 and 22 July 2014 as under:
a) to all those beneficial owners holding shares in electronic form, as per the beneficial ownership data as may
be made available to the Company by National Securities Depository Ltd. (NSDL) and the Central Depository
Services (India) Ltd. (CDSL) as of the end-of-the-day on Friday, 4 July 2014; and
b) to all those members holding shares in physical form, after giving effect to all the valid share transfers
lodged with the Company/Share Transfer Agent (i.e. Karvy Computershare Pvt Ltd.) on or before the
closing hours on Friday, 4 July 2014.
8 Dividend will be preferably paid through NECS, wherever the facility is available. Where dividend payments are made
through NECS, intimations regarding such remittances would be sent separately to the members. In cases where the
dividends cannot be paid through NECS, the same will be paid by account payee/not negotiable instruments.
9 To ensure timely delivery of shareholders’ communications and also credit of dividend through National Electronic
Clearing Service (NECS) or dividend warrants/payment instruments, members are requested to notify change of
address, or particulars of their bank account, if changed, along with the 9 digit MICR/NECS details, to the respective
depository participant in case of shares held in demat/share transfer agent of the Company in case of shares held in
physical, on or before 4 July 2014.
10 To avoid fraudulent transactions, the identity/signature of the members holding shares in electronic/demat form is
verified with the specimen signatures furnished by NSDL/CDSL and that of members holding shares in physical form is
verified as per the records of the share transfer agent of the Company (i.e. Karvy Computershare Pvt. Ltd). Members are
requested to keep the same updated.
11 The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number
(PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore,
requested
to submit the PAN to their depository participants with whom they are maintaining their demat accounts.
Members holding shares in physical form can submit their PAN details to the Company or Karvy.
12 In terms of section 101 and 136 of the Companies Act, 2013 read together with the Rules made thereunder, the
listed companies may send the notice of annual general meeting and the annual report, including Financial
statements, Board Report, etc. by electronic mode. The Company is accordingly forwarding soft copies of the above
referred documents to all those members who have registered their email ids with their respective depository
participants or with the share transfer agent of the Company.
4
13 To receive shareholders’ communications through electronic means, including annual reports and notices, members
are requested to kindly register/ update their email address with their respective depository participant, where shares are
held in electronic form. If, however, shares are held in physical form, members are advised to register their e-mail
address with Karvy Computershare Pvt. Ltd. on mohsin.mohd@karvy.com.
14 Documents referred to in the Notice and the explanatory statement shall be open for inspection by the members at
the registered office of the Company on all working days (Monday to Friday) from 10.00 a.m. to 1.00 p.m. except
holidays, upto the date of the meeting.
15 The Company has been maintaining, inter alia, the following statutory registers at its registered office at Akurdi, Pune,
which are open for inspection in terms of the applicable provisions of the Companies Act, 2013 by members and others
as specified below:
i) Register of contracts or arrangements in which directors are interested under section 301 of the Companies Act,
1956 and section 189 of the Companies Act, 2013, on all working days during business hours. The said Registers
shall also be produced at the commencement of the annual general meeting of the Company and shall remain open
and accessible during the continuance of the meeting to a person having the right to attend the meeting.
ii) Register of directors’ shareholdings under section 307 of the Companies Act, 1956 and Register of directors and
KMP and their shareholding under section 170 of the Companies Act, 2013, on all working days during business
hours. The said Registers shall be kept open for inspection at the annual general meeting of the Company and shall
be made accessible to a person attending the meeting.
16 Pursuant to section 72 of the Companies Act, 2013, members holding shares in physical form are advised to file
nomination in the prescribed Form SH-13 (a copy of which is available on the website of the Company) with the
Company’s share transfer agent. In respect of shares held in electronic/demat form, the members may please
contact their respective depository participant.
17 Corporate members are requested to send in advance, duly certified copy of the Board Resolution/Power of Attorney
authorising their representative to attend the annual general meeting.
18 Members/Proxies are requested to bring the copies of annual reports to the meeting.
19 Please note that for security reasons, no article/baggage will be allowed at the venue of the meeting.
In terms of the provisions of section 108 of the Companies Act, 2013 (the Act) read with rule 20 of the Companies
(Management and Administration) Rules, 2014 (hereinafter called “the Rules” for the purpose of this section of the
Notice) and clause 35B of the listing agreement, the Company is providing facility to exercise votes on the items
of business given in the Notice through electronic voting system, to members holding shares as on 30 May 2014
(End of Day) being the Cut-off date (Record date for the purpose of Rule 20 (3) (vii) of the Rules) fixed for
determining voting rights of members, entitled to participate in the e-voting process, through the e-voting platform
provided by Karvy Computershare Pvt. Ltd. (Karvy).
A. For members who receive notice of annual general meeting through e-mail:
ii. Enter the login credentials i.e., user id and password mentioned in your email. Your Folio No/DP ID –
Client ID will be your user ID. However, if you are already registered with Karvy for e-voting, you can use
your existing User ID and Password for casting your votes.
iv. You will reach the Password change menu wherein you are required to mandatorily change your password.
The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case
(a-z), one numeric value (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your
password. It is strongly recommended not to share your password with any other person and take utmost care
to keep your password confidential.
vi. On successful login, the system will prompt you to select the EVENT i.e. Bajaj Auto Ltd.
5
vii. On the voting page, the number of shares (which represents the number of votes) as held by the member as
on the Cut-off Date will appear. If you desire to cast all the votes assenting/dissenting to the Resolution, then
enter all shares and click “FOR”/“AGAINST” as the case may be or partially in “FOR” and partially in
“AGAINST”,
but the total number in “FOR/AGAINST” taken together should not exceed your total shareholding as on the cut-
off date. You may also choose the option “ABSTAIN” and the shares held will not be counted under either head.
viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat
account.
ix. Cast your votes by selecting an appropriate option and click on “SUBMIT”. A confirmation box will be
displayed. Click “OK” to confirm else “CANCEL” to modify. Once you confirm, you will not be allowed to
modify your vote subsequently. During the voting period, you can login multiple times till you have
confirmed that you have voted on the resolution.
x. Corporate/Institutional Members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned
copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested
specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutiniser
through e-mail cssdlimaye@gmail.com. They may also upload the same in the e-voting module in their login.
The scanned image of the above documents should be in the naming format ”Corporate Name_EVENT
No.“.
xi. The Portal will remain open for voting from: 11 July 2014 (9.00 a.m.) till 13 July 2014 (6.00 p.m.)
xii. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-
voting User Manual available at the “download” section of https://evoting.karvy.com or contact Karvy
Computershare Pvt. Ltd. on 1800 345 4001 (toll free).
xiii. Members may alternatively cast their votes using the Ballot Form which is sent alongwith this Notice and also
available on the website of the Company. Please refer instructions under heading C below for more details.
B. For members who receive the notice of annual general meeting in physical form:
i. Members holding shares either in demat or physical mode who are in receipt of Notice in physical form, may
cast their votes using the Ballot Form enclosed to this Notice. Please refer instructions under heading C below
for more details.
ii. Members may alternatively opt for e-voting, for which the USER ID and initial password are provided at the
bottom of the Ballot Form. Please follow steps from Sl. No.(i) to (xii) under heading A above to vote through
e-voting platform.
In the event, a member casts his votes through both the processes i.e. e-voting and Ballot Form, the votes in
the electronic system would be considered and the Ballot Form would be ignored.
D. General instructions:
i. The E-voting period commences from 9.00 a.m. on 11 July 2014 and ends on 6.00 p.m. on 13 July 2014.
During this period, the members of the Company, holding shares either in physical form or in demat form,
as on the cut-off date of 30 May 2014 may cast their vote electronically. Once the vote on a resolution is
cast by the member, the member shall not be allowed to change it subsequently.
ii. The Company has appointed Shyamprasad D. Limaye, Practising Company Secretary (FCS No. 1587 CP No. 572),
having address as 32, Navketan Society, Kothrud, Pune – 411038 as the Scrutiniser to the e-voting process,
(including voting through Ballot Form received from the members) in a fair and transparent manner.
iii. The Scrutiniser shall, within a period not exceeding three (3) working days from the conclusion of the
e-voting period, unlock the votes in the presence of at least two (2) witnesses, not in the employment of
the Company and make a Scrutiniser’s Report of the votes cast in favour or against, if any, forthwith to
the Chairman of the Company.
iv. In the event of a poll, please note that the members who have exercised their right to vote by electronic
means/through ballot form as above shall not be eligible to vote by way of poll at the meeting. The poll
process shall be conducted and report thereon will be prepared in accordance with section 109 of the
6
Companies Act, 2013 read with the relevant Rules. In such an event, votes cast under Poll taken together
with the votes cast through e-voting and using ballot form shall be counted for the purpose of passing
of resolution(s).
v. Subject to the receipt of sufficient votes, the resolution shall be deemed to be passed at the 7th annual general
meeting of the Company scheduled to be held on Thursday, 17 July 2014. At the said annual general meeting,
the Chairman shall declare the results of voting on the resolutions set out in the Notice. The results declared
along with the Scrutiniser’s Report shall be placed on the Company’s website www.bajajauto.com and on the
website of Karvy - www.evoting.karvy.com, within two days of the passing of the resolutions at the 7th annual
general meeting of the Company and shall also be communicated to the Stock Exchanges.
Madhur Bajaj
Madhur Bajaj, in the past, was a non-retiring director. However, in terms of the provisions of the Companies Act, 2013,
the Board in its meeting held on 28 March 2014 categorised him as a director liable to retire by rotation and he is now
due for re-appointment at this annual general meeting. Being eligible, he offers himself for re-appointment.
As regards re-appointment of Madhur Bajaj referred to in item no. 3 of the notice, following necessary disclosures are
made for the information of the shareholders:
Madhur Bajaj (born on 19 August 1952) is an alumnus of Doon School, Dehra Dun. After obtaining his B.Com Degree
from Sydenham College, Bombay, in 1973, he did his MBA at International Institute of Management Development (IMD),
Lausanne, Switzerland, in 1979.
He is the Past President of SIAM, the apex association of Indian automobile manufacturers as also the Past President of
Mahratta Chamber of Commerce, Industries and Agriculture (MCCIA), the apex Industries Association of Pune.
He was CII’s Western Region Chairman and is the current National Council Member of Confederation of Indian Industry (CII).
Major Directorships
Bajaj Auto Ltd. (Vice-
Chairman) Bajaj Finance Ltd.
Bajaj Finserv Ltd.
Bajaj Holdings & Investment Ltd.
Bajaj Electricals Ltd.
Maharashtra Scooters Ltd. (Chairman)
None of the directors, except Madhur Bajaj and his relatives Shekhar Bajaj and Niraj Bajaj, is concerned or interested in the
said resolution.
Sanjiv Bajaj
Sanjiv Bajaj, in the past, was a non-retiring director. However, in terms of the provisions of the Companies Act, 2013,
the Board in its meeting held on 28 March 2014 categorised him as a director liable to retire by rotation and he is now
due for re-appointment at this annual general meeting. Being eligible, he offers himself for re-appointment.
7
As regards re-appointment of Sanjiv Bajaj referred to in item no. 4 of the notice, following necessary disclosures are
made for the information of the shareholders:
Sanjiv Bajaj (born on November 2, 1969) is B.E. (Mech), first class with distinction from the University of Pune,
M.Sc (Manufacturing Systems Engg) with distinction from the University of Warwick, UK and MBA from
Harvard Business School, USA.
l Since 2008, he is the Managing Director of Bajaj Finserv Ltd. Bajaj Finserv operates in the insurance
business through Bajaj Allianz Life Insurance Company Ltd. and Bajaj Allianz General Insurance Company
Ltd., as well as in the lending business through Bajaj Finance Ltd.
l Since 2013, he is the Vice Chairman of Bajaj Finance Ltd. His role includes guiding the current
businesses and building new ones in the financial services space.
l Chairman of Bajaj Allianz Life Insurance Company and Bajaj Alliance General Insurance Company with effect
from 01-04-2013. Was the Non-Executive Director of these two companies from their inception in 2001
upto 31 March 2013.
l Managing Director of Bajaj Holdings & Investment Ltd. with effect from 01-04-2012 (earlier its Non-executive
Director). Role includes building the strategy and team, and guiding this investment company, which has
approximately Rs.4500 crores in cash and investments and also holds over 30% stake in Bajaj Auto and around
40% in Bajaj Finserv.
l Former Executive Director of Bajaj Auto Ltd. (until 31 March 2012), having headed Finance and Control,
legal and international business functions of Bajaj Auto over different periods from 1994 until 2012 and
currently its Non- Executive Director.
l Selected as one of India Inc’s hundred most powerful CEOs in India by Economic Times’ Corporate Dossier magazine
in its 2009 survey conducted by IMRB International. Awarded Business Today magazine’s Best CFO Awards 2005
as one of the top CFOs of India for 2005.
Major Directorships:
Bajaj Finserv Ltd. (Managing Director)
Bajaj Holdings & Investment Ltd. (Managing Director)
Bajaj Allianz General Insurance Company Ltd.
Bajaj Allianz Life Insurance Company Ltd.
Bajaj Finance Ltd.
Bajaj Auto Ltd.
Maharashtra Scooters Ltd.
Committee positions:
Bajaj Finserv Ltd.
Bajaj Allianz General Insurance Company Ltd.
Bajaj Allianz Life Insurance Company Ltd.
Bajaj Finance Ltd.
Maharashtra Scooters Ltd.
None of the directors, except Sanjiv Bajaj and his relatives Rahul Bajaj and Rajiv Bajaj is concerned or interested in the
said resolution.
EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013 AND DISCLOSURE
UNDER CLAUSE 49 OF THE LISTING AGREEMENT
Section 149 of the Companies Act, 2013, which came into effect from 1 April 2014, requires every listed Company to have
one-third of the total number of directors as independent directors. As on 31 March 2014, the Board of Directors of the
8
Company comprised Kantikumar R Podar, D J Balaji Rao, D S Mehta, S H Khan, Ms Suman Kirloskar, Naresh Chandra,
Nanoo Pamnani and P Murari, as independent directors pursuant to erstwhile clause 49 of the listing agreement.
Accordingly, with the recommendations of the Remuneration and Nomination Committee, the Board of Directors at its
meeting held on 28 March 2014, appointed Kantikumar R Podar, D J Balaji Rao, D S Mehta, S H Khan, Ms Suman Kirloskar,
Naresh Chandra, Nanoo Pamnani and P Murari, directors, as independent directors of the Company pursuant to section 149,
Schedule IV and other applicable provisions, of the Companies Act, 2013, for a consecutive period of 5 years from 1 April
2014 to 31 March 2019, subject to the approval of shareholders.
Therefore, as required under Schedule IV, appointment of these independent directors is set out in the item 6 to 14 of
the Notice for approval of shareholders.
In respect of the appointments of the aforesaid directors, a notice in writing in the prescribed manner as required by
section 160 of the Companies Act, 2013 and Rules made thereunder has been received by the Company, regarding
candidature of the aforesaid directors for the office of the director.
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). The respective
appointee is not disqualified from being appointed as a director in terms of section 164 of the Act.
The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the
Company by any member during normal business hours and the same shall also be available at the Company’s website.
The Board is of the opinion that the aforesaid directors possess requisite skills, experience and knowledge relevant to the
Company’s business and it would be in the interest of the Company to continue to have their association with the Company
as directors.
Further, in the opinion of the Board, the proposed appointment of independent directors, fulfills the conditions
specified in the Act and the Rules made thereunder and that the proposed appointment of independent directors is
independent of the management.
1. Kantikumar R Podar
Born in Mumbai on April 12, 1935. Shri Podar graduated from Sydenham College of Commerce and Economics, Mumbai. He has
been in the forefront of Indian Business and Industry.
He was a member of the senate of the University of Bombay for six years.
He was President of the SAARC Chamber of Commerce and Industry with its headquarters in Pakistan.
He has been the Chairman and President of 15 Associations, some of which are given below and also member of almost 100
Trade and Industry Bodies.
l The Federation of Indian Chambers of Commerce and Industry (FICCI)
l Indian Merchants Chamber (IMC)
l The Indian Cotton Mills’ Federation (ICMF)
l Mumbai Textile Research Association (MTRA)
l Indian Council of Arbitration (ICA)
l All India Organisation of Employers (AIOE)
He has been Chairman of some Joint Business Councils (India and Foreign).
He has been Director of Union Bank of India and All India General Insurance Company.
Directorships
Bajaj Auto Ltd (since 30 January 2008)
CEAT Ltd.
Pittie Laminations Ltd.
Podar Infotech & Entertainment Ltd.
Premier Consultants and Traders Ltd.
9
2. D J Balaji Rao
D. J. Balaji Rao (born on December 15, 1939), holds a B.E. Degree in Mechanical Engineering and Associate Member of
Indian Institution of Industrial Engineering (AMIIIE). He attended the advanced management programme at the European
Institute of Business Administration (INSEAD) at Fountainbleu, France in 1990.
He pursued his career as an Industrial Engineer for about 8 years before joining erstwhile ICICI Ltd. (since merged with
ICICI Bank Ltd) in 1970. After wide ranging responsibilities in different locations, he reached the position of Deputy
Managing Director. He subsequently took over as the Vice Chairman and Managing Director of SCICI Ltd., in August
1996. With the merger of SCICI Ltd. with ICICI Ltd., he moved to Infrastructure Development Finance Co. Ltd. (IDFC),
as its first Managing Director, which he served till his superannuation in January 2000. He has served with distinction on
the boards of many leading companies, including Bajaj Auto Ltd., Ashok Leyland, MICO, Wipro and Bharat Forge.
Directorships
Bajaj Auto Ltd. (since 30 January 2008)
Bajaj Finserv Ltd.
Bajaj Finance Ltd.
Bajaj Holdings & Investment Ltd.
3M India Ltd. - Chairman of the Board
Ashok Leyland Ltd.
CMI-FPE Ltd.
Graphite India Ltd.
Hinduja Foundries Ltd.
JSW Energy Ltd.
Committee Chairmanships
Bajaj Auto Ltd.
3M India Ltd.
Hinduja Foundries Ltd.
CMI-FPE Ltd.
Committee positions
Bajaj Auto Ltd.
Bajaj Finserv Ltd.
Ashok Leyland Ltd.
3M India Ltd.
JSW Energy Ltd.
3. D S Mehta
Dhirajlal Shantilal Mehta (b. April 27, 1936) is B Com (Hons) from Bombay University, Fellow Member of Institute of
Chartered Accountants of India and Fellow Member of Institute of Company Secretaries of India.
He has around 4 decades’ experience in corporate law, taxation, finance and investment.
He is the President of Kasturba Health Society, which runs Mahatma Gandhi Institute of Medical Sciences and Kasturba
Hospital at Sevagram Wardha, a 972-bed hospital and a full-fledged medical college with excellent research facility and also
with a 20-bed hospital in tribal area of Melghat.
He is the Trustee of Kasturba Gandhi National Memorial Trust, Indore, for the welfare and upliftment of rural women and
children with more than 450 centres spread over 23 States all over the country established by Gandhiji himself. Has nursing
schools in several areas. Has been the Chairman of the Trust for over 12 years.
He is the President of Shivananda Mission, which runs a well-equipped hospital at Virnagar, Rajkot District, Gujrat State,
conducts eye-camps and has so far carried out more than 7,00,000 operations.
He is Trustee of Saurashtra Trust, which owns and publishes leading Gujarati newspapers, Janmabhoomi, Vypar etc.
10
Directorships
Bajaj Auto Ltd. (since 30 January 2008)
Bajaj Finance Ltd.
Bajaj Hindusthan Ltd.
Mukand Ltd.
Niche Financial Services Pvt Ltd.
Committee positions
Bajaj Finance Ltd.
Bajaj Hindusthan Ltd.
Mukand Ltd.
4. J N Godrej
Jamshyd N. Godrej is the Chairman of the Board of Godrej & Boyce Manufacturing Company Ltd. He graduated in Mechanical
Engineering from Illinois Institute of Technology, USA.
Godrej is the Chairman Emeritus of Aspen Institute India (now known as Ananta Aspen Centre), Chairman and Trustee of
Ananta Centre. He is the President of World Wide Fund for Nature – India. He is the Chairperson of the Board of Directors of
Shakti Sustainable Energy Foundation and Chairman of India Resources Trust. He is a Director of World Resources Institute,
USA; Director of ClimateWorks Foundation, USA and Director of Global Footprint Network, USA. He is also a Trustee of the
Asia Society, USA. He is a member of the Toyota Motor Asia Pacific Regional Advisory Committee. He is the Past President
of Confederation of Indian Industry and also the Past President of the Indian Machine Tool Manufacturers’ Association.
Godrej is the Chairman of the CII Sohrabji Godrej Green Business Centre. The Centre is housed in a LEED Platinum
demonstration building which is the first green building in India and the greenest building in the world at the time when
it was rated. The Green Business Centre is a Centre of Excellence for green buildings, energy efficiency, energy
conservation, non-conventional energy sources, water policy, water conservation, etc.
Godrej and Boyce Mfg. Co. Ltd. manufactures and markets refrigerators; washing machines; air conditioners; office furniture;
home furniture; security equipment for banks (such as safes, strong room doors, bank lockers, etc.) and for commercial
establishments and homes; locks and latches, forklift trucks and warehousing equipment; process equipment for chemical,
petrochemical, refineries and allied industries; precision tools for sheet metal, zinc, aluminium; real estate development.
The Godrej group are leaders in home appliances, consumer durables, office equipment, industrial products, consumer
products and services.
Godrej is an ardent yachting enthusiast and has done extensive cruising along the west coast of India, the Baltic & North
Sea, the Atlantic Ocean and in the Mediterranean Sea.
The President of India conferred on Godrej the “Padma Bhushan” on 3rd April 2003.
Chairmanships
Geometric Ltd.
Godrej & Boyce Mfg. Company Ltd. - Chairman and Managing Director
Major Directorships
Baja Auto Ltd (since 30 January 2008)
Godrej Agrovet Ltd.
Godrej Consumer Products Ltd.
Godrej Industries Ltd.
Godrej Properties Ltd.
Haldia Petrochemicals Ltd.
Committee positions
Geometric Ltd.
Godrej Consumer Products Ltd.
5. S H Khan
S H Khan, born in 1938, is the former Chairman and Managing Director of Industrial Development Bank of India (IDBI).
He holds a Master’s Degree in Commerce and is a university Gold Medalist.
11
His professional career spanning over 37 years includes initial five years with the Reserve Bank of India (RBI) and the
remaining with IDBI, which he served in various positions, including as its Chairman and Managing Director for five years.
By virtue of his association with IDBI, he possesses deep knowledge of Indian industry and finance. During his tenure as
Chairman, IDBI recorded impressive growth in its operations and profits. He was instrumental in setting up a commercial
bank (IDBI Bank Ltd) with which IDBI got later merged. He was also associated with the promotion of institutions like
National Stock Exchange of India, National Securities Depository Ltd. and Credit Analysis and Research Ltd and guided their
operations as their non-executive Chairman in the initial years.
During his official career, S H Khan served on the Boards of a number of important institutions, including Unit Trust of India,
Life Insurance Corporation of India, General Insurance Corporation, IFCI, Exim Bank, SIDBI, Air India and Indian Airlines.
S H Khan also served as a Member on several Committees set up by the Government of India/Reserve Bank of India to
study issues relating to the financial sector in the country. Currently he serves as an independent Director on the
Boards of several Indian companies, including ITC Ltd., Bajaj Auto Ltd. and IDFC Ltd.
Directorships
Bajaj Auto Ltd. (since 30 January 2008)
Bajaj Finserv Ltd.
Bajaj Holdings & Investment Ltd.
Bajaj Allianz General Insurance Company Ltd.
Bajaj Allianz Life Insurance Company Ltd.
Infrastructure Development Finance Company Ltd.
ITC Ltd.
JM Financial Asset Reconstruction Company Private Ltd.
Committee Chairmanships
Bajaj Allianz General Insurance Company Ltd.
Bajaj Allianz Life Insurance Company Ltd.
Infrastructure Development Finance Company Ltd.
Committee positions
Bajaj Auto Ltd.
Bajaj Finserv Ltd.
Bajaj Holdings & Investment Ltd.
6. Suman Kirloskar
A well-known social worker, Ms Kirloskar is actively involved in the welfare of women and children and associated with
Shrivatsa (an institution working for adoption), Mahila Seva Mandal (a rescue home for women and their children), Empress
Garden as office bearer in various capacities as Chairman, Treasurer and Trustee.
Chairperson
Mahila Udyog Ltd.
Society of Friends of the Sassoon Hospital (SOFOSH)
7. Naresh Chandra
Ambassador Naresh Chandra (born on 1 August 1934), a former career civil servant has served as the Chief
Secretary in the State of Rajasthan; Commonwealth Secretariat Adviser on Export Industrialisation and Policy in
Colombo; Adviser to Government of Jammu & Kashmir; and successively Secretary to the crucial Ministries of Water
Resources, Defence, Home and Justice in the Federal Indian Government.
In December 1990, he became Cabinet Secretary, the highest post in the Indian Civil Service. In August 1992, he was
appointed Senior Adviser to the Prime Minister of India. He was the Governor of the State of Gujarat in 1995-96. He was
the Ambassador of India to the United States in April 1996 and served there till February 2001.
Following the economic liberalisation programme in India, he led the first official delegation to the US in 1992 to
promote US investments in India. Ambassador Chandra chaired the Committee on Corporate Governance and also
the Committee on Private Companies and Ltd. Companies Partnerships in 2002-03. Worked as Chairman of the
Committee on Civil Aviation
12
Policy set up by the Government of India and submitted its Report on 2nd November, 2004. In 2007, he was awarded
Padma Vibhushan. He was Chairman, National Security Advisory Board, Government of India.
Directorships
Bajaj Auto Ltd. (since 30 January 2008)
Bajaj Finserv Ltd.
Bajaj Holdings & Investment Ltd.
Balrampur Chini Mills Ltd.
Cairn India Ltd.
Electrosteel Castings Ltd.
EROS International Media Ltd.
Gammon Infrastructure Projects Ltd.
AVTEC Ltd.
Emergent Ventures Pvt. Ltd.
Eros International p.l.c. UK
G-4S Corporate Services (India) Pvt. Ltd.
Sesa Sterlite Ltd.
Committee positions
Bajaj Auto Ltd.
Bajaj Finserv Ltd.
Bajaj Holdings & Investment Ltd.
Cairn India Ltd.
Electrosteel Castings Ltd.
EROS International Media Ltd.
Gammon Infrastructure Projects Ltd.
Sesa Sterlite Ltd.
8. Nanoo Pamnani
Nanoo Pamnani, (b. February 26, 1945) is B A (Hons) from Bombay University (stood first in the University in Economic
Major) and B Sc (Economics) from London School of Economics (Majored in Economics and Econometrics).
In his 40-year long career, he held many key positions and handled a range of senior assignments both in India and abroad,
which include the following;
l Director for Citibank N.A., Asia Pacific Group, based in Singapore.
l Non-Executive Chairman of Citibank, N.A,, India
l Chief Executive Officer, Citibank, N.A., India
l Vice President, Citibank, N.A., Emerging Markets, (Asia, Latin America, Central and Eastern Europe, and Middle
East and Africa) based in London.
l Vice President, Citibank, N.A., Asia Pacific Private Banking Group, based in Singapore.
l Chief Executive Officer, Citibank, N.A., Philippines, based in Manila.
l Chief Executive Officer, Citibank, N.A.,
under:-
Directorships
Bajaj Auto Ltd. (since 30 January 2008)
Bajaj Finserv Ltd. (Vice Chairman)
Bajaj Finance Ltd. (Vice Chairman)
Bajaj Holdings & Investment Ltd.
Committee Chairmanships
Bajaj Auto Ltd.
Bajaj Finserv Ltd.
Bajaj Finance
Ltd.
Bajaj Holdings & Investment Ltd.
Committee positions
Bajaj Finance Ltd.
Bajaj Holdings & Investment Ltd.
P Murari (b.August 19, 1934) having done M A (Economics) from Madras University joined the Indian Administrative Service
(IAS), in which he served from 1957 till 1992.
During his illustrious career as a civil servant, he has held many distinguished positions,
including: l Sub-divisional and District Magistrate, Sub-Collector, Deputy Director of Census
Operations l Chairman/Managing Director/Director in State undertakings of
Government of Tamil Nadu
l Health Secretary, Chairman - Electricity Board, Commissioner for Commercial Taxes, Govt of Tamil Nadu
l Additional Secretary to GOI, Ministry of Industry
l Secretary to GOI, Cabinet Secretariat, Implementation Committee for Pandit Jawaharlal Nehru Centenary
l Secretary, Ministry of Food Processing Industries, GOI
l Secretary, Ministry of Information and Broadcasting, GOI
He has undertaken many special projects for the Government of India and has chaired numerous high level commissions
and committees. He has served on the Boards/Councils of several reputed institutions and professional bodies. He has
represented India in the Asian Productivity Council. He has a number of important publications to his credit.
He is currently Adviser to President, FICCI. He is also the elected President of the Indo American Association, Chennai.
Major Directorships
Aban Offshore Ltd.
Aditya Birla Nuvo Ltd.
Adayar Gate Hotel
Ltd.
Bajaj Auto Ltd. (since 30 January 2008)
Bajaj Holdings & Investment Ltd.
Fortis Malar Hospital Ltd.
Great Eastern Energy Corporation Ltd.
HEG Ltd.
IDEA Cellular Ltd.
Xpro India Ltd.
Committee Chairmanships
Aban Offshore Ltd.
Adayar Gate Hotel Ltd.
Bajaj Holdings & Investment Ltd.
Committee positions
Aditya Birla Nuvo Ltd.
Fortis Malar Hospitals Ltd.
Great Eastern Energy Corporation Ltd.
Xpro India Ltd.
The board recommends passing of the ordinary resolutions set out in items no. 6 to 14 of the notice.
None of the directors/key managerial personnel, except the concerned independent director, is directly or
indirectly concerned or interested, financial or otherwise, in the respective resolution, except to the extent of
their respective shareholding, if any, in the Company.
J Sridhar
Company Secretary
Date: 15 May 2014
14
PROXY FORM
Form No. MGT-11
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CIN : L65993PN2007PLC130076
Name of the Company : BAJAJ AUTO LTD.
Registered office : Mumbai Pune Road, Akurdi, Pune 411035
I/We, being the member(s) of shares of the above named company, hereby appoint:
(1) Name :
Address :
E-mail Id:
Signature : or failing him
(2) Name :
Address :
E-mail Id:
Signature : or failing him
(3) Name :
Address :
E-mail Id:
Signature :
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the SEVENTH annual general meeting
of the Company, to be held on the Thursday 17th July at 12.15 p.m. at Mumbai–Pune road, Akurdi, Pune 411035 and at
any adjournment thereof in respect of such resolutions as are indicated below:
Ordinary Business
Special Business
1 Adoption of Financial statements for the year
6 Appointment of Kantikumar R Podar as an Independent Director.
ended 31 March 2014 and the Directors’ and
Auditors’ Reports thereon. 7 Appointment of D J Balaji Rao as an Independent Director.
Affix
revenu
e
stamp
of H 1
Signature of shareholder Signature of Proxy holder(s)
Note:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the Meeting.
2. Notwithstanding the above the Proxies can vote on such other items which may be tabled at the meeting by
the shareholders present.
BAJAJ AUTO LIMITED
(CIN: L65993PN2007PLC130076) BALLOT
Registered office:
Mumbai-Pune Road, Akurdi, Pune 411 035 FORM
E-mail: investors@bajajauto.co.in
Web: www.bajajauto.com
(In lieu of E-voting)
Phone: (020) 27472851 ; Fax: (020) 27407380
7th Annual Report 2013-14
1. Name :
Registered Address :
of the sole/first named Shareolder
I/We hereby exercise my/our vote in respect of the Resolution(s) to be passed for the business stated in the
Notice of 7th annual general meeting of the Company dated 15 May 2014, by conveying my/our assent or
dissent to the said Resolution(s) by placing the tick (P) mark at the appropriate box below.
Place: Date:
Signature of Shareholder
NOTE: Kindly read the instructions printed overleaf before filling the form. Valid Ballot Forms received by the Scrutinizer by
6.00 p.m. on 13 July 2014 shall only be considered.
E-VOTING
Users who wish to opt for e-voting may use the following login
credentials.
EvEN (E voting Event No.) User ID PASSWORD
Please follow steps for e-voting procedure as given in the Notice of AGM by logging on to - https://evoting.karvy.com.
INSTRUCTIONS
1. Members may fill up the Ballot Form printed overleaf and submit the same in a sealed envelope to the Scrutinizer,
Shyamprasad D. Limaye, Practising Company Secretary, Unit: Bajaj Auto Limited. C/o. Karvy Computershare Pvt.
Ltd.,
Plot No.17-24, Near Image Hospital, Vittal Rao Nagar, Madhapur, Hyderabad – 500081 or to his
email id cssdlimaye@gmail.com, so as to reach by 6.00 p.m. on 13 July 2014. Ballot Form received thereafter will
strictly be treated as if not received.
2. The Company will not be responsible if the envelope containing the Ballot Form is lost in transit.
3. Unsigned, incomplete or incorrectly ticked forms are liable to be rejected and the decision of the Scrutinizer on
the validity of the forms will be final.
4. In the event member casts his votes through both the processes i.e. E-voting and Ballot Form, the votes in the
electronic system would be considered and the Ballot Form would be ignored.
6. To avoid fraudulent transactions, the identity/signature of the members holding shares in electronic/demat form is
verified with the specimen signatures furnished by NSDL/CDSL and that of members holding shares in physical form is
verified as per the records of the share transfer agent of the Company (i.e. Karvy Computershare Pvt. Ltd). Members
are requested to keep the same updated.
7. There will be only one Ballot Form for every Folio/DP ID Client ID irrespective of the number of joint members.
8. In case of joint holders, the Ballot Form should be signed by the first named shareholder and in
his/her absence by the next named shareholders. Ballot form signed by a joint holder shall be treated valid if signed
as per records available with the Company and the Company shall not entertain any objection on such Ballot Form
signed by other joint holders.
9. Where the Ballot Form has been signed by an authorized representative of the body corporate/Trust/Society, etc. a
certified copy of the relevant authorisation/Board resolution to vote should accompany the Ballot Form.
10. Instructions for e-voting procedure are available in the Notice of annual general meeting and are also placed on
the website of the Company.
(127.87)
11.53
3.32
(76.81)