The Directors present their Tenth Annual report and Audited Financial Statements for the year ended 31 March 2017.
The financial results of the Company are elaborated in the Management Discussion and Analysis Report.
The highlights of the Financial Results are as under:
Sales in Numbers
Of which Exports
(RS, In Crore)
Profit before tax
Profit for the year
Earnings per share (H)
Closing balances in reserve/other equity
(RS, In Crore)
Cash flow hedging reserve
Costs of hedging reserve
Note: Detailed movement of above reserves can be seen in ''''Statement of Changes in Equity''''
The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of H 55 per equity share, (550%) for the year ended 31 March 2017.
The amount of dividend and the tax thereon aggregate to RS, 1,915.51 crore.
For the year ended 31 March 2016, the total dividend paid (including interim dividend), was also RS, 55 per share of RS, 10 each (550%) and the total dividend and the tax thereon to the extent applicable also aggregated to RS, 1,915.51 crore.
The paid up equity share capital as on 31 March 2017 was RS, 289.37 crore. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.
Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.
Capacity expansion and new projects
The Company''''s current installed capacity is 6.06 million units per annum.
As regards our Quadricycle - QUTE, the product is ready for launch and the Company awaits requisite approvals for sale in the domestic market.
The Qute was sold in various international markets during the year 2016-17.
Research and Development and technology absorption
Many new products have been launched during the year under review. Detailed information on the new products is covered in the Management Discussion and Analysis Report.
R&D has been working on improving its operations in a number of areas as listed below:
- Manpower: R&D has been expanding its team size in areas of design, analysis and validation in order to keep up with the rapidly expanding aspirations of the Company.
- Facilities: R&D continued to enhance its design, computing, prototype manufacturing and validation facilities. A number of new test facilities and prototyping facilities were added.
As in the past, new and improved technology has been introduced during the year under review and the detailed information on the same is covered in the Management Discussion and Analysis Report.
The expenditure on research and development during 2016-17 and in the previous year was:
i. Capital (including technical know-how)
iii. Total research and development expenditure as a percentage of sales 1.62% 1.43%
Conservation of energy
The company continues its efforts to reduce and optimize the energy consumption at all its manufacturing facilities, including the corporate office at Pune.
Significant reduction in energy consumption has been achieved by:
A) Electrical energy
- Elimination of compressors for pneumatically operated 132 kv circuit breakers; by modifying circuit breakers to spring mechanism.
- Optimization of centralized coolant system by relocation of production cells.
- Reduction in energy consumption by providing inverter drives with pressure transmitter for hydraulic motors.
- Replacing conventional blower with higher capacity induction motor to achieve optimal design in paint shop-tank cell air supply unit.
- Optimizing compressed air pressure by use of portable small compressors on holidays.
- Reduction in hidden loss by providing on-line loss measurement system for transformer.
- Use of HVLS (High volume and Low Speed) fans for fixed load reduction of air circulators.
- Rain water harvesting.
- Re-use of treated water for processes like cooling towers, central coolant systems, de-sludge pool and incinerator, compressor cooling tower and AHU, etc.
- Replacing rusty underground hydrant and raw water pipeline with above ground level pipeline to arrest water leakages.
- Installation of second stage reverse osmosis at paint shop.
- Thermal imaging/audit for ovens in paint shop and countermeasure.
- Weight reduction of job fixtures in heat treatment.
- Burner efficiency improvement through efficient burners.
- Upgrade of furnace insulation to reduce heat losses.
- Providing magnetic resonator in gas train pipeline to increase combustion efficiency.
- Usage of low temperature chemicals for pre-treatment process.
D) Utilization of renewable energy-key initiatives
- Two PV Solar Power Plants, with capacity of 110 KWp and 1100 KWp, are installed at the Company''''s Akurdi Plant. Recurring saving of 1.57 L KWH and 15.5 L KWH respectively is being realized yearly. Benefit of RS, 70 lakh per year.
- Additionally 1228 KWp (roof top) solar power plant installation is in progress at the Company''''s Chakan Plant. Electricity saving to the extent of 17 L KWH per year is expected. Benefit of RS, 19 lakh per year.
- Installation of natural light transparent roof sheets.
Impact of measures taken
As a result of the initiatives taken for conservation of energy and natural resources, the Company has effected an overall reduction in consumption as given in the following table :
% Reduction w.r.t. previous year FY2017 FY2016
Investment for energy conservation activities
Recurring savings achieved through above activities
Awards and Accolades
1 National Energy Management Award 2016 for ''''Excellent Energy Efficient Unit'''' by CII to Waluj Plant.
National Award for Excellence in Water Management 2016 by CII to Waluj Plant.
BAL Chakan received ''''Certificate of Merit'''' Award in National Energy Conservation Award, by Bureau of Energy Efficiency.
BAL Chakan received ISO 14001 Certification for upgraded standard (2015).
Bajaj Auto continues to be India''''s No. 1 exporter of motorcycles and three-wheelers. It exports to 78 countries in Latin America, Africa, South Asia, Middle East and Asia Pacific regions. During the year under review, exports accounted for 36.9% of the Company''''s net sales. Detailed information on the International Business is given in the Management Discussion and Analysis Report.
Foreign exchange earnings and outgo
The Company continued to be a net foreign exchange earner during the year.
Total foreign exchange earned by the Company during the year under review was RS, 7,336.49 crore, compared to RS, 9,404.68 crore during the previous year.
Total foreign exchange outflow during the year under review was RS, 697.92 crore, as against RS, 774.90 crore during the previous year.
Industrial relations with staff and workmen across all the plants, viz. Akurdi, Waluj, Chakan and Pantnagar, continued to be cordial.
During the year, a wage settlement has been signed at Pantnagar on 1 August 2016 for a period of three and half years from 1 June 2016 to 30 November 2019, on expiry of the earlier settlement on 31 May 2016.
For the Akurdi and Chakan plants, periodic wage reviews are due with effect from 1 April 2016, as per the terms of the respective wage settlements signed for a period of 9 years, in the year 2010.
In view of the financial difficulties faced by the workmen, an interim wage raise has been given to all Chakan workmen in October 2016, with effect from 1 April 2016.
The existing settlement at Akurdi Plant has been terminated in November 2016. The wage review process will commence on receipt of a fresh charter of demands from the Union.
With active participation and involvement of employees, the Company has been able to inculcate TPM culture for excellence and continuous improvement across all plants. The plants have received many Awards during the year from Confederation of Indian Industry (CII), Quality Circle Forum of India (QCFI), Indian Institution of Industrial Engineering (IIIE) and National Convention Quality Circle (NCQC).
Waluj Motorcycle Division (MCD) received Gold Awards in QC Circle competitions organized by QCFI at Nagpur and Aurangabad, apart from Excellence Awards in the competitions held by QCFI at Raipur and Mumbai. It also received an Award in Champion of Champions competition organized by CII at Bangalore and in the 3M Kaizen competition organized by TPM Club and Institute of Quality at New Delhi.
Likewise, Waluj Commercial Vehicle Division (CVD) received Gold Medal/Gold Performance/Excellent/ Best of Best Poka Yoke/Best of Manufacturing Support Awards in the Mini/Annual Convention competitions organized by QCFI at Aurangabad and Nagpur. The CVD also received Excellence Awards in the competition organized by NCQC at Raipur, Chhattisgarh.
Chakan Plant received Gold Awards in the National Productivity Competition organized by IIIE at Nagpur. The plant was declared as First Prize Winner in the TPM Circle Competitions organized by CII at Aurangabad and Chennai.
Pantnagar Plant received Gold Award in the TPM Circle Competition organized by QCFI at Rudrapur. The plant was also declared as a Winner in the TPM Circle competition organized by CII at Chennai.
Ramkrishna Shekhaji Hivale, a workman from Central Heat Treatment (MCD) Waluj, has received the National ''''Vishwakarma Rashtriya Puraskar'''' Award from the Labour and Employment Ministry, Government of India, for the year 2014.
Two workmen from Waluj plant, viz. Ratankumar S Kamble from Final Assly-3Wh. and Vishwanath Savta Jadhav from Final Assly-MCD, have received the Prime Minister''''s ''''Shram Bhushan'''' and ''''Shram Shree'''' Awards respectively for the year 2015.
Subsidiaries and joint ventures
PT. Bajaj Auto Indonesia
Routine business operations of PT. Bajaj Auto Indonesia, a 99.25% subsidiary of Bajaj Auto, have currently stopped.
The Company has an agreement with KTM to establish and distribute the KTM branded bikes in Indonesia, the largest motorcycle market in South-East Asia.
KTM and Bajaj Auto have decided for BAL to manage KTM in the Indonesian market with the jointly developed range of products. Towards this, the joint product range has been introduced in Jakarta through a local distributor. Further plans to build brand network and supply chain are being developed.
During the year under review, a total of 1,598 units of KTM were sold in Indonesia.
It is intended that PT. Bajaj Auto Indonesia will hold the necessary regulatory approvals for the Assembly operations and Product homologation in Indonesia.
Bajaj Auto International Holdings BV, Netherlands (BAIH BV)
Bajaj Auto International Holdings BV is a 100% Netherlands based subsidiary of Bajaj Auto Ltd.
Over the years, through this subsidiary, Bajaj Auto has invested a total of € 198.1 million (RS, 1,219 crore), and holds approximately 48% stake in KTM AG of Austria (KTM). Calendar year 2016 has again been a good year for KTM, with highest sales in units and highest turnover in the history of the Company. Detailed information on the developments at the subsidiary and KTM AG is provided in the Management Discussion and Analysis Report.
Signing of anti-corruption initiative of World Economic Forum (WEF)
In support of the initiative taken by WEF, with a view to strengthening the efforts to counter bribery and corruption, your Company is a signatory to the ''''Commitment to anti-corruption'''' and is supporting the ''''Partnering Against Corruption-Principles for Countering Bribery'''' derived from Transparency International''''s Business Principles. This calls for a commitment to two fundamental actions, viz.a zero-tolerance policy towards bribery and development of a practical and effective implementation programme.
Adoption of Confederation of Indian Industry (CII) Charters
The Company has adopted the CII Code of Conduct for Affirmative Action in the year 2006, effective from 1 December 2006.
In addition, during the year under review, CII had come out with a Model Code of Conduct for its member companies with basic principles of doing business ethically. Your Company, being a member of CII, has adopted the said Model Code of Conduct.
Further, with a view to showcasing industry''''s commitment to fair and ethical practices, CII had also presented two charters on Fair and Responsible Workplace Guidelines viz., Charters on Fair and Responsible Workplace Guidelines for Collaborative Employee Relations and Responsible Workplace Guidelines for Contract Labour to the members of CII. In support of the initiative taken by CII and with a view to striving towards reducing the disparity in treatment between regular and contractual work force, your Company has adopted the above two charters during the year under review.
Extract of annual return
The extract of Annual Return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed form MGT-9 is annexed to this Report.
Number of meetings of the Board
There were seven meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.
Directors'''' responsibility statement
As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that-
- in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;
- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- the directors had prepared the annual accounts on a going concern basis;
- the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and
- the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.
Details in respect of frauds reported by auditors under section 143(12)
During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.
Declaration by independent directors
The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149 (6) of the said Act.
Directors'''' Remuneration Policy and criteria for matters under section 178
Information regarding Directors'''' Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are provided in the Corporate Governance Report.
Particulars of loans, guarantees or investments
Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.
Related party transactions
No Related Party Transactions (RPTs) were entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013. There being no ''''material'''' related party transactions as defined under regulation 23 of SEBI Listing Regulations, 2015, there are no details to be disclosed in Form AOC-2 in that regard.
During the year 2016-17, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.
The Policy on RPTs as approved by the Board is uploaded on the Company''''s website www.bajajauto.com
Material changes and commitments
There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.
Risk Management Policy
Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company, is given in the Corporate Governance Report.
Corporate Social Responsibility (CSR)
Detailed information on the Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the annexed Annual Report on CSR activities.
Formal annual evaluation of the performance of the Board, its Committees and Directors
Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.
Presentation of financial statements
The financial statements of the Company for the year ended 31 March 2017 have been disclosed as per Division ll of Schedule III to the Companies Act, 2013.
Indian Accounting Standards, 2015
The financial statements up to year ended 31 March 2016 were prepared in accordance with the Accounting Standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act.
The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act.
These financial statements are the first financial statements of the Company under Ind AS.
Detailed information on the impact of the transition from previous GAAP to Ind AS is provided in the annexed financial statements.
Consolidated financial statements
The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, and as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing Regulations, 2015 as prescribed by SEBI.
A separate statement containing the salient features of its subsidiaries in the prescribed form AOC-1 is annexed separately.
The summary of the key financials of the Company''''s subsidiaries (Form AOC-1) is included in this Annual Report. A copy of the audited financial statements for each of the subsidiary companies will be made available to the members of the Company seeking such information at any point of time.
The audited financial statements for each of the subsidiary companies will be kept for inspection by any member of the Company at its registered office during business hours. The same are placed on the Company''''s website www.bajajauto.com
Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report.
Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors'''' Report, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.
A Cash Flow Statement for the year 2016-17 is attached to the Balance Sheet.
Pursuant to the legislation ''''The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013'''', the Company has a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.
Directors and Key Managerial Personnel-changes
The Board at its meeting held on 16 March 2016 appointed Pradeep Shrivastava, as an additional director and whole-time director with the designation of Executive Director for a period of five years commencing from 1 April 2016. The members at the Ninth annual general meeting have approved the appointment of Pradeep Shrivastava, as a whole-time director with the designation of Executive Director.
During the year under review, Madhur Bajaj, whole-time director and Vice Chairman of the Company informed the Board that due to certain commitments and other pre-occupations, he would be unable to continue as a whole-time director of the Company and that he be relieved of the responsibilities as a whole-time director of the Company with effect from 1 April 2017. He, however, informed that he would be willing to continue as a non-executive director and Vice Chairman of the Company and that his services will continue to be available to the Company on various matters as and when required.
The Board, at its meeting held on 15 March 2017, at the recommendation of the Nomination and Remuneration Committee, approved the change in status of Madhur Bajaj from that of Executive Vice Chairman to Non-Executive Vice Chairman with effect from 1 April 2017. The Board placed on record its appreciation of the long and conscientious service rendered by Madhur Bajaj as an Executive Vice Chairman of the Company.
Kantikumar R Podar, an independent director of the Company, after his long distinguished tenure on the Board of the Company (including erstwhile BAL) since 19 August 1983, due to his health condition, tendered his letter of resignation to take effect from 15 March 2017. The Board placed on record its sincere appreciation of the valuable services rendered by him during his long tenure. In his place, pursuant to section 149 and regulation 17 (1) (b) read with regulation 25 (6) of SEBI Listing Regulations, 2015, Dr. Naushad Forbes was appointed as an additional director in the category of non-executive, independent director of the Company, with effect from 18 May 2017, at the meeting of the Board held on 18 May 2017.
J N Godrej, an independent director of the Company, after his distinguished tenure of nearly two decades on the Board of the Company (including erstwhile Bajaj Auto), tendered his letter of resignation to take effect from 10 April 2017. The Board placed on record its sincere appreciation of the valuable services rendered by him during his long tenure. In his place, pursuant to section 149 and regulation 17 (1) (b) read with regulation 25 (6) of the SEBI Listing Regulations, 2015, Dr. Omkar Goswami was appointed as an additional director in the category of non-executive, independent director of the Company, with effect from 18 May 2017, at the meeting of the Board held on 18 May 2017.
In light of the provisions of the Companies Act, 2013, Madhur Bajaj and Shekhar Bajaj retire from the Board by rotation this year and being eligible, offer themselves for re-appointment. The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 in case of re-appointment of the directors is provided in the Notice of the ensuing annual general meeting.
There was no other change in the directors and KMP during the year under review.
Detailed information on the directors is provided in the Corporate Governance Report.
Significant and material orders passed by the regulators or courts
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
Global Depository Receipts (GDRs)
During the year under review, the Company terminated its GDR programme w.e.f 1 February 2017. Detailed information about the same is given in the annexed General Shareholder Information.
Details of internal financial controls with reference to the financial statements
The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.
This ensures orderly and efficient conduct of its business, including adherence to the Company''''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
The internal financial controls with reference to the financial statements were adequate and operating effectively.
Pursuant to SEBI Listing Regulations, 2015, a separate chapter titled ''''Corporate Governance'''' has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.
All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2016-17. A declaration to this effect signed by the Managing Director (CEO) of the Company is contained in this Annual Report.
The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17 (8) of the SEBI Listing Regulations, 2015.
Certificate from the Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.
Business Responsibility Report
Regulation 34(2) of the SEBI Listing Regulations, 2015, as amended, inter alia, provides that the annual report of the top 500 listed entities based on market capitalization (calculated as on 31 March of every financial year), shall include a Business Responsibility Report.
Since Bajaj Auto Ltd. is one of the top 500 listed entities, the Company, as in the previous years, has presented its BR Report for the financial year 2016-17, which is part of this Annual Report.
As a green initiative, the BR Report has been hosted on the Company''''s website www.bajajauto.com
A physical copy of the BR Report will be made available to any shareholder on request.
Secretarial Standards of ICSI
Pursuant to the approval given on 10 April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.
The current auditors, viz. Dalal & Shah LLP, Chartered Accountants (Firm Registration No. 102021W/W100110) were last re-appointed by the members at their annual general meeting held on 17 July 2014 to hold the office of auditor from the conclusion of the Seventh annual general meeting till the conclusion of this Tenth annual general meeting.
As per the provisions of section 139 of the Companies Act, 2013, no listed company shall appoint an audit firm as auditors for more than two terms of five consecutive years. The Act also provided for an additional transition period of three years from the commencement of the Act i.e. 1 April 2014.
The current auditors had completed a period of seven years at the commencement of the said Act and hence on their completing the additional transition period of three years provided under the Act, the term of the current auditors expires at the conclusion of the ensuing annual general meeting.
The Board of Directors at its meeting held on 18 May 2017, based on the recommendation of the Audit Committee has recommended the appointment of S R B C & Co LLP, Chartered Accountants, (Firm Registration No. 324982E/E300003) as the statutory auditors of the Company for approval by the members.
S R B C & Co LLP, Chartered Accountants have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under section 141(3) (g) of the Act and that they are not disqualified to be appointed as statutory auditors in terms of section 143 of the Act.
S R B C & Co LLP, Chartered Accountants will be appointed as the statutory auditors of the Company from the conclusion of the ensuing annual general meeting till the conclusion of the Fifteenth annual general meeting, subject to ratification of their appointment by the members at every intervening annual general meeting on a remuneration, out-of-pocket expenses etc., incurred in connection with the audit as may be decided by the Board in consultation with the auditors from year to year.
The members are therefore requested to appoint S R B C & Co LLP, Chartered Accountants, as statutory auditors of the Company for a term of five years from the conclusion of the ensuing annual general meeting till the conclusion of the Fifteenth annual general meeting, to be scheduled in 2022, subject to ratification at each annual general meeting and to fix their remuneration for the year 2017-18.
The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made there under, the Company has re-appointed, Shyamprasad D Limaye, Practising Company Secretary (Membership No.1587) to undertake the secretarial audit of the Company. Secretarial audit report for the year 2016-17 issued by him in the prescribed form MR-3 is annexed to this Report.
The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.
On behalf of the Board of Directors,
Pune: 18 May 2017