होम  »  कंपनी  »  Bajaj Auto  »  भााव  »  निदेशक की रिपोर्ट
कंपनी के नाम के शुरुआती अक्षर टाइप करें और क्ल‍िक करें 'Go'

Bajaj Auto Ltd. के निदेशक की रिपोर्ट

Mar 31, 2023

The directors present their Sixteenth Annual Report and Audited Financial Statements for the year ended 31 March 2023.

Financial Results

The financial results of the Company are elaborated in the report on Management Discussion and Analysis. Given below are the financial highlights:

Sales in numbers

FY2023

FY2022

Two-wheelers

3,437,966

3,836,856

Commercial vehicles

485,018

471,577

Total

3,922,984

4,308,433

Of which exports

1,821,240

2,506,626

(H In Crore)

Particulars

FY2023

FY2022

Total revenue

37,609.02

34,353.95

Total expenses

30,200.38

28,163.90

Profit before exceptional items and tax

7,408.64

6,190.05

Exceptional items

-

(315.28)

Profit before tax

7,408.64

6,505.33

Tax expense

1,781.04

1,486.46

Profit for the year

5,627.60

5,018.87

Earnings per share (J)

197.3

173.6

Closing balances in reserve/other equity

(H In Crore)

Particulars

FY2023

FY2022

General reserve

6,389.60

6,389.60

Retained earnings

17,821.40

19,340.40

Cash flow hedging reserve

-

54.33

Costs of hedging reserve

-

5.93

FVTOCI reserve

927.13

626.41

Capital redemption reserve

6.41

-

Share based payments reserve

62.09

32.27

Treasury shares

(63.73)

(69.51)

Total

25,142.90

26,379.43

Note: Detailed movement of above reserves can be seen in ‘Statement of Changes in Equity''.

Dividend Distribution Policy

Under the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements} Regulations, 2015 (‘the Listing Regulations, 2015''), as amended, the Company has formulated a dividend distribution policy, which sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders.

As a green initiative, the amended policy has been uploaded on the Company''s website and can be accessed at https://www.bajajauto.com/investors/policies-codes

Dividend

The directors recommend for consideration of shareholders at the ensuing annual general meeting, payment of a dividend of H 140 per eguity share of H 10 each (1400%) for the year ended 31 March 2023.

For the year ended 31 March 2022 also, the dividend paid was H 140 per share of H 10 each (1400%).

The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy.

The dividend, if declared, will be taxable in the hands of the shareholders of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please refer to Notice of annual general meeting.

Share Capital and Buyback

The paid-up eguity share capital as on 31 March 2023 was H 282.96 crore, while as on 31 March 2022, it was H 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 or sweat eguity shares. The reduction in share capital was as a result of buyback of 6,409,662 eguity shares made during the year utilising an aggregate amount of H 2,499.97 crore. As per approval given by the Board, at its meeting held on 27 June 2022, the buyback of the eguity shares of the Company was done through open market route through stock exchanges at a price not exceeding H 4,600 per eguity share. The buyback of eguity shares commenced on 4 July 2022 and was completed on 10 October 2022.

The details of buyback are available on the website of the Company at https://www.bajajauto.com/ investors/share-buyback

Operations

Detailed information on the Company''s operations is in the report on Management Discussion and Analysis.

Capacity Expansion and New Projects

The Company''s current installed capacity is 6.65 million units per annum.

Detailed information on capacity expansion and new projects is covered in the report on Management Discussion and Analysis.

Research and Development (R&D) and Technology Absorption

FY2023 was a challenging year with many regulatory changes for automotive products to be met under very tight timelines.

A) Products

Many new products were launched during the year under review. Pulsar has been consistently upgraded over the years to keep it in sync with changing times. Information on the new products is covered in the report on Management Discussion and Analysis.

B) Processes

R&D has been working on improving its operations in a number of areas as listed below:

• Manpower: R&D has expanded its team size in areas of design, analysis and validation to facilitate 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.

• Regulatory requirements: R&D had to calibrate and homologate many more variants to meet the new BS6 0BD2 norms. The powertrain and vehicle configurations were adjusted to meet these new norms rapidly.

C) Technology

As in the past, new and improved technology has been introduced during the year. Such information is covered in the report on Management Discussion and Analysis.

D) Outgo

The expenditure on R&D during FY2023 and in the previous year was:

Particulars

FY2023

(H In Crore) FY2022

i. Capital (including technical know-how)

35.15

42.06

ii. Recurring

489.91

446.73

Total

525.06

488.79

iii. Total research and development expenditure as a percentage of sales

1.48%

1.52%

Conservation of Energy

Company continues its efforts to reduce and optimise the energy consumption at all its manufacturing facilities, including corporate office at Pune.

Significant reduction in energy consumption has been achieved as shown hereunder (key initiatives):

A) Electrical Energy

• Energy efficiency improved by replacing IE1 Motors by IE4/IE5 Motors for Slat Conveyor for Assembly Lines, Hot Water Spray Pump, Water Screen Pump.

• Use of ED bath voltage optimisation based on surface area of individual SKUs.

• Use of VFD and water temperature sensors for optimised running of cooling tower.

• Provision of energy efficient LED luminaries at various designated areas across all our factories for energy conservation.

• Improvement in power factor by addition of automatic power factor control system.

• Continued use of motion sensors for offices and washroom lights.

B) Water

• Rainwater storage pond with capacity 90,000 cubic meter at Waluj plant, 57,000 cubic meter at Pantnagar plant, and 83,500 cubic meter at Chakan plant are available for its use in process.

• Continuous reuse of treated water for processes like painting, cooling towers, etc. in addition to gardening.

• Freguent cleaning of water tank ventilation units.

• Continued rainwater harvesting across all plants.

• Use of one touch taps and sensor-based taps for hand wash at various areas across all plants.

• Reverse cascading of water at pre-treatment stages at paint shop.

• Change of underground water lines with above ground line for easy identification of leakage, if any.

C) LPG/Propane

• Provision of thermo-ceramic coating for oven inner wall in place of GI sheet for Paint Shops.

• Installation of IR heaters on pre-treatment line to reduce hot water generator PNG consumption.

• Exhaust modulation based on oven heating load.

• Automated process Startup and Shutdown System for PTED Line.

• Continued use of magnetic resonance in oven PNG supply.

• Continued use of low temperature chemical for pre-treatment process at paint shop.

• Provision of IR heaters in painting booth flash off zones to reduce ASU burner PNG consumption.

• Use of energy efficient burners in canteen in all plants.

D) Utilisation of Renewable Energy-Key Initiatives

• Usage of renewable solar power generation: 5MW at Waluj, 1MW at Pantnagar, 3.2MW at Akurdi and 2MW at Chakan; generating 155 lakh units per year renewable energy.

• Utilisation of solar water heater in canteen of all plants.

• Utilisation of hot water rooftop solar system for residential area for positive resource utilisation.

• Use of direct sunlight to illuminate shops by installation of ‘skylights'' across all plants.

impact of Measures Taken

As a result of the initiatives taken for conservation of energy and natural resources, the Company has achieved an overall reduction in consumption as given in the table below;

% Reduction w.r.t. previous year

Description

FY2023

FY2022

Electricity consumption

# 1.19

3.95

Water consumption

# (4.53)

3.93

LPG/PNG consumption

4.22

17.84

# Impact of addition of new facilities and lower production volume of Motorcycles at Waluj.

investment/Savings

Description

FY2023

(H In Crore) FY2022

Investment for energy conservation activities

1.55

1.76

Recurring savings achieved through above activities

0.87

0.91

Awards and Accolades

• Upgradation of ‘Occupational Health and Safety Management Systems'' from OHSAS 18001 to ISO 45001 by all plants of the Company.

• Pantnagar plant received ‘Platinum Award'' in ‘Green Practices Award Competition'' organised by CII.

• Pantnagar plant received ‘Silver Award'' in ‘10th CII-National Excellence Practice Competition'' organised by CII.

• Pantnagar plant won ‘Northern Region EHS Competition'' organised by CII.

• Pantnagar plant is awarded ‘Best Practices in Energy Conservation'' in ‘Green Practices Award Competition'' organised by CII.

• Chakan plant is awarded by CII for excellence in ‘Energy Management 2022-Energy Efficient Unit''.

• Waluj Rooftop Solar plant won ‘Excellence in Performance Award-Rooftop Solar'' Award in CII Performance Excellence Awards 2022 for Solar and Wind plants.

• Waluj plant won ‘Energy Efficient Unit'' Award in ‘23rd CII-National Award for Energy Excellence-2022'', organised by CII.

international Business

FY2023 has been a difficult year for exports. During the year under review, Bajaj Auto sold 1.82 million

units versus 2.5 million vehicles in the previous year.

More detailed information is given in the report on Management Discussion and Analysis.

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 H 14,461.47 crore, as

compared to H 16,280.38 crore during the previous year.

Total foreign exchange outflow during the year under review was H 1,138.68 crore, as against H 902.08

crore during the previous year.

industrial Relations

Bajaj Auto''s approach to its human resources is premised on the fundamental belief in fostering meritocracy in the organisation, which promotes diversity and offers equal opportunities to all employees. We believe in respecting human rights and actively developing people who will contribute to society by nurturing them and giving them opportunities to apply their skills.

In the financial year 2022-23, the Company continued to deliver on its commitment to excellence. Passing successive milestones, business excellence has been further strengthened by well-defined goals and employee engagement strategies. The overall employee relations with staff and workmen across all the plants viz. Akurdi, Waluj, Chakan and Pantnagar continued to be cordial during the year.

A core component of infusing joy at the workplace is to layer-in non-work activities that get people excited and encourage involvement. The Company has focused on ''Yutori'' concept means ‘Joy at Workplace''. Below are three areas under Yutori, for fostering a more positive and fulfilling professional experience.

1. Body-Physical Happiness

Various initiatives were carried out to sustain and improve physical fitness. Some of them are workplace improvement in terms of ergonomics, work environment improvement, health improvement with medical check-up followed by consultation and physical fitness programs.

2. Mind-Mental Happiness

To improve mental happiness, we focused on education and training, stress-free operations, healthy communication and interpersonal relationships, rewards and recognition as well as personal and professional growth.

3. Soul-Spiritual Wellbeing

Various initiatives were taken for spiritual well-being like yoga and meditation sessions, women''s day celebration, people involvement and participation through kaizen competition, trust building through family care and trekking activities and collaborative culture development.

With the active participation and involvement of all employees, we have been able to inculcate a TPM culture for excellence and continuous improvements across all plants. As a result, the plants have received numerous awards during the year from CII, IIIE, QCFI, Aditya Birla Group etc. Waluj plant has won two gold medals at the national level in the QCFI competition; both teams are qualified for international competition.

The Company has been developing and retaining a gender-diverse talent pool of motivated employees. The Company has taken active steps for engaging women''s talent, contributing to improving women''s workforce participation in the economy.

With continuous improvement activities through various committees, relations with workers and unions have improved and all wage settlements are taking place in time and without any trouble. The Company signed a long-term settlement with the union for a period of 3.5 years on 1 January 2023 at the Chakan plant.

Prioritising employees'' health, various state-of-the-art sports and health facilities have been provided to the employees. Employees have bagged prizes in multiple sports events like weightlifting, swimming organised by Industrial Sports Association (ISA), Pune. Employees of Waluj plant won 8 gold medals,

5 silver medals and 6 bronze medals at 42nd National Athletics Championship.

With a view to serving the community, the employees were also involved in Company organised charitable events. These include donation drives, stalls for NGOs, blood donation camps, tree plantations etc.

The Company will continue its efforts for building and sustaining a high sense of belongingness and high-performance culture at the workplace.

Subsidiaries and Joint Ventures

PT. Bajaj Auto Indonesia (PT BAI)

Routine business operations of PT BAI, a 99.25% subsidiary of Bajaj Auto Ltd., remain discontinued. Indonesia is a targe two-wheelers market and hence of interest for PT BAI.

PT BAI would continue to study the evolving market and evaluate different possible opportunities.

Bajaj Auto International Holdings BV, Netherlands (BAIH BV)

BAIH BV is a 100% Netherlands based subsidiary of Bajaj Auto Ltd. Over the years from 2007 to 2013, through this subsidiary, Bajaj Auto Ltd. has invested a total of €198.1 million (H1,219 crore) and holds 49.9% stake in Pierer Bajaj AG (PBAG). 50.1% in PBAG is held by Pierer Group.

Bajaj Auto (Thailand) Ltd.

Bajaj Auto (Thailand) Ltd. was incorporated as a wholly owned subsidiary in Thailand with an issued and subscribed share capital of Thai Baht (THB) 45 million (H10 crore). An Engineering Design Centre (EDC) is set up under this subsidiary.

Bajaj Auto (Thailand) Ltd. has all necessary approvals from local authorities. The EDC is operational and international designers are working from this new facility in Bangkok.

Bajaj Auto Spain S.L.U.

Bajaj Auto Spain S.L.U. was incorporated as a wholly owned subsidiary in Barcelona, Spain with an issued and subscribed share capital of €600K (H 5 crore), the intent being to set up an Engineering Design Centre (EDC).

The EDC has just started operations with the facility being set-up and is expected to be fully operational in the coming year.

Chetak Technology Ltd. (CTL)

Given the stakes and likely impact of EVs on its business, Bajaj Auto Ltd. wants to be ahead of this curve. For effectively engaging in this domain, CTL was incorporated as a wholly owned subsidiary of the Company on 4 October 2021 with an issued and subscribed share capital of H 5 crore to develop new technologies and products, have dedicated manufacturing, sales, after-sales and offer customer centric experiences.

During the year under review, additional capital of H 465 crore has been infused in CTL by way of rights issue. Plans have also been drawn to set up a new state-of-the-art manufacturing facility at Akurdi.

Bajaj Auto Consumer Finance Ltd. (BACFL)

Financing is key to every automobile business. To increase geographic coverage and expand financing options for the retail customers of Bajaj Auto Ltd. and Chetak Technology Ltd., a wholly owned captive financing company i.e. BACFL was formed on 6 December 2021 with an issued and subscribed share capital of H 5 crore. During the year under review, additional capital of H 25 crore has been infused in BACFL by way of rights issue.

An application for registration of BACFL as NBFC has been made to RBI and the matter is under process.

Bajaj Do Brasil Comercio De Motocicletas Ltda

Brazil is an important market for motorcycles in Latin America, To address this, Bajaj Auto Ltd. has set up a wholly owned subsidiary on 31 March 2022 with a paid up equity share capital of BRL 30 million (? 48 crore). The subsidiary has just started operations after obtaining all necessary approvals. Full scale operations are likely to commence in the coming year.

More detailed information is given in the report on Management Discussion and Analysis.

The financial statements of the subsidiary companies are also available on the Company''s website on https://www.bajajauto.com/investors/financial-and-operational-performance

The Company does not have any associate company, nor has it entered into a joint venture with any other company.

The Company''s policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with regulation 16 of the Listing Regulations, 2015, can be accessed on the Company''s website at https://www.bajajauto.com/investors/policies-codes

Anti-Corruption initiatives

The Company has established several policies to prevent corruption within Bajaj Auto Ltd. These are suitably integrated with the business operations. The Company also has adequate disclosure practices with regard to anti-corruption activities. Some of these practices are given below:

Signing of the Anti-Corruption initiative of World Economic Forum (WEF)

In support of the initiative taken by WEF, the 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 the development of a practical and effective implementation programme.

Adoption of the Confederation of Indian industry (Cii) Charters

Your Company, being a member of CII, has adopted the following Codes/Charters:

1. CII Code of Conduct for Affirmative Action.

2. Model Code of Conduct for Ethical Business practices.

3. Charters of Fair and Responsible Workplace Guidelines for Collaborative Employee Relations.

4. Charters on Fair and Responsible Workplace Guidelines for Contract Labour.

More details on the subject are given in the Business Responsibility and Sustainability Report hosted on the Company''s website on https://www.bajajauto.com/investors/financial-and-operational-performance

Annual Return

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (‘the Act''), in the prescribed form, which will be filed with Registrar of Companies/MCA, is hosted on the Company''s website and can be accessed at https://www.bajajauto.com/investors/financial-and-operational-performance

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 reguired under clause (c) of sub-section (3) of section 134 of the Act, directors, to the best of their knowledge and belief, state that:

• in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• they 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 and loss of the Company for the year ended 31 March 2023;

• they have taken proper and sufficient care for the maintenance of adeguate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• they have overseen that the annual accounts have been prepared on a going concern basis;

• they have laid down internal financial controls to be followed by the Company and that, to the best of their knowledge, examination and analysis, such internal financial controls have been adeguate and were operating effectively; and

• they have ensured through oversight of the existence of proper systems to ensure compliance with the provisions of all applicable laws and that, to the best of their knowledge, such systems were adeguate and were operating effectively.

Details regarding Frauds reported by Auditors under section 143(12)

During the year under review, the auditors i.e. statutory auditors and secretarial auditors have not reported any matter under section 143(12) of the Act, and therefore, no details are reguired to be disclosed under section 134(3)(ca) of the Act.

Declaration by independent directors

The independent directors have submitted their declaration of independence, as reguired under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149 (6) of the Act, read with regulation 16 and 25 of the Listing Regulations, 2015, as amended. The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as reguired under regulation 25 of the Listing Regulations, 2015.

Directors'' remuneration policy and criteria for matters under section 178

The salient features and changes to the policy on directors'' appointment and remuneration, including the criteria for determining Qualifications, positive attributes, independence of a director and other matters, as reguired under sub-section (3) of section 178 of the Act form a part of the Corporate Governance Report. The policy is on the Company''s website https://www.bajajauto.com/investors/ policies-codes

Particulars of Loans, Guarantees or Investments

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Act, are detailed in the financial statements.

Related Party Transactions

All contracts/arrangement/transactions entered into by the Company during FY2023 with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations, 2015.

Prior omnibus approval of the audit committee is obtained for all related party transactions, which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transactions entered into are also reviewed by the audit committee on a Quarterly basis.

All related party transactions entered into during FY2023 were on an arm''s length basis and in the ordinary course of business of the Company under the Act and not material under the Listing Regulations, 2015. However, during the year, prior approval of shareholders was obtained for the material transactions with KTM Sportmotorcycle GmbH (Associate of Bajaj Auto Ltd.''s 100% subsidiary, Bajaj Auto International Holdings BV, based in Netherlands) vide ordinary resolution through postal ballot on 21 November 2022 as it was estimated that the transaction value would cross the applicable materiality thresholds under the amended Listing Regulations, 2015 (i.e. H 1,000 crore, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower).

Details of transactions with related parties during FY2023 are provided in the notes to the financial statements. There were no transactions reguiring disclosure under section 134(3)(h) of the Act.

Hence, the prescribed Form A0C-2 does not form a part of this report.

The policy on materiality of and dealing with related party transactions is available on the Company''s website at https://www.bajajauto.com/investors/policies-codes

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

Pursuant to regulation 21 of the Listing Regulations, 2015, as amended, risk management policy/ framework was adopted by the Board. This framework, inter alia, includes identification of internal and external risks faced by the Company, including financial, operational, sectoral, sustainability, information, cyber security, strategic or any other risk as may be determined by the risk management committee and the measures for risk mitigation, reporting of critical risks within the Company and business continuity plan.

Information on the development and implementation of a risk management policy for the Company is given in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

The CSR policy including the composition of the CSR committee is hosted on the Company''s website https://www.bajajauto.com/-/media/bajajauto/Investors/code-policy/BAL-Revised-CSR-Policy-29-April-2021.ashx

Taking into account the commitments made by the Company for the ongoing CSR projects/programs which are in progress and considering the project mode of CSR activity where the projects can extend beyond the financial year, as also the amount transferred to ‘Unspent CSR Account'', there is no shortfall in the CSR expenditure mandated to be spent by the Company during the financial year ended 31 March 2023.

As per provisions of section 135(6) of the Act, any amount remaining unspent under section 135(5) pursuant to any ongoing project shall be transferred by the company within a period of thirty days from the end of the financial year to a special account to be opened by the company. Accordingly, such amount has been transferred by the Company to the specified account within the prescribed period.

Detailed information on CSR policy, its salient features, CSR initiatives undertaken during the year, details pertaining to spent and unspent amount forms part of Annual Report on CSR activities, which is annexed to this Report.

The Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2023.

Formal Annual Evaluation of the Performance of the Board, its committees, chairman and individual directors

lnformation on the manner in which a formal annual evaluation has been made by the Board of its own performance and that of its committees, chairman 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 2023 have been disclosed as per Division ll of Schedule Ill to the Act.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Consolidated Financial Statements

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Act, applicable accounting standards and Listing Regulations, 2015 along with all relevant documents and the Auditors'' Report form a part of this Report.

internal Audit

At the beginning of each financial year, an audit plan is rolled out with approval by the Company''s audit committee. The plan is aimed at evaluation of the efficacy and adeguacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the audit committee of the Board.

Statutory Disclosures

The summary of the key financials of the Company''s subsidiaries (Form AOC-1) is included in this Annual Report. A copy of the audited financial statements for each of the subsidiary companies will be made available to members of the Company, seeking such information at any point of time.

The financial statements of the Company and its subsidiaries are placed on the Company''s website at https://www.bajajauto.com/investors/financial-and-operational-performance

Details as reguired under the provisions of section 197(12) of the Act, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Report.

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as reguired under the provisions of section 197(12) of the Act, 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 reguest, as per provisions of section 136(1) of the said Act.

The provisions of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

Pursuant to the legislation ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'', the Company has a policy on Prevention of Sexual Harassment at Workplace. During the year under review, no complaint has been received from employees. There was no other case reported during the year under review under the said policy.

There is no change in the nature of business of the Company during FY2023.

The securities of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

A cash flow statement for 2022-23 is attached to the Balance Sheet.

The Managing Director, as per the terms of his appointment, does not draw any commission or remuneration from subsidiary companies. Hence, no disclosure as reguired under section 197(14) of the Act has been made.

Details as prescribed under section 134 of the Act and Rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.

Directors'' and Key Managerial Personnel-Changes

I. Changes in Directorate

Shekhar Bajaj, Non-executive non-independent director of the Company tendered his resignation with effect from close of business hours on 30 June 2022. The Board places on record its deep appreciation of valuable guidance provided by him during his very long tenure on the Board.

II. Retirement by Rotation

Independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Act mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation.

Accordingly, Niraj Bajaj (DIN 00028261), Sanjiv Bajaj (DIN 0001461 5) and Madhur Bajaj (DIN 00014593), directors, being the longest in the office among the directors liable to retire by rotation, retire from the Board this year and, being eligible, have offered themselves for re-appointment.

Brief details of Niraj Bajaj, Sanjiv Bajaj and Madhur Bajaj are given in the notice of annual general meeting.

III. Appointment/Re-appointment of Directors

Rakesh Sharma (DIN 08262670) was appointed as a Whole-time director of the Company for a period of five years from 1 January 2019 up to 31 December 2023. The Board, on recommendation of nomination and remuneration committee and after evaluating his performance and the valuable contribution made by him in the progress of the Company, has approved his re-appointment for another term of five years commencing from 1 January 2024, subject to approval of shareholders.

Accordingly, resolution seeking his re-appointment for a further term of five years and brief details of Rakesh Sharma are given in the notice of annual general meeting.

There was no other change in the directors and key managerial personnel during the year under review since the last report.

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.

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, both physical and operational. This includes its design, implementation and maintenance, along with periodic internal review of operational effectiveness and sustenance and whether these 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.

Internal financial controls with reference to the financial statements were adequate and operating effectively.

Corporate Governance

Pursuant to the 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 FY2023. A declaration to this effect signed by the Managing Director (CEO) of the Company is contained in this Annual Report.

The Managing Director (CEO) and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the Listing Regulations, 2015.

Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Employee Stock Option Scheme

The Company grants share-based benefits to eligible employees with a view to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company.

During the year under review, there has been no change in the Bajaj Auto Employee Stock Option Scheme 2019 (BAL-ESOS 2019) of the Company. BAL-ESOS 2019 is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, and this has been certified by the secretarial auditor of the Company.

In line with regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, a statement giving complete details, as at 31 March 2023, is available on the website of the Company at https://www.bajajauto.com/investors/financial-and-operational-performance

Details of options vested, exercised and cancelled are provided in the notes to the standalone financial statements.

Business Responsibility and Sustainability Report

Pursuant to amendment in the Listing Regulations, 2015, top 1,000 listed entities based on market capitalisation are required to submit a Business Responsibility and Sustainability Report (''BRSR'') with effect from the FY2023.

Accordingly, a detailed BRSR in the format prescribed by SEBI describing various initiatives, actions and process of the Company in conducting its business in line with its environmental, social and governance obligations has been hosted on Company''s website and can be accessed at https://www.bajajauto.com/ investors/financial-and-operational-performance

A physical copy of the BRSR will be made available to any shareholder on request.

Secretarial Standards of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

Statutory Auditor

Pursuant to the provisions of section 139 of the Act, the members at the annual general meeting of the Company held on 26 July 2022 appointed S R B C & CO LLP (Firm Registration No. 324982E/E300003) as statutory auditors of the Company from the conclusion of 15th annual general meeting till the conclusion of 20th annual general meeting, covering second term of five consecutive years.

The statutory auditors have confirmed that they are not disqualified from continuing as auditors of the Company.

The statutory audit report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Company has appointed, Shyamprasad D Limaye, Practising Company Secretary (Membership No.1 587, CP No. 572) to undertake the secretarial audit of the Company. Secretarial audit report for the financial year 2022-23 issued by him in the prescribed form MR-3 is annexed to this Report.

In addition to the above, pursuant to regulation 24A(2) of the Listing Regulations, 2015, a report on secretarial compliance for the financial year ended 31 March 2023 has been issued by Shyamprasad D Limaye and the same will be submitted with the stock exchanges within the given timeframe. The report will be made available on the website of the Company.

There are no observations, reservations or qualifications or adverse remark in any of the aforesaid reports.

On behalf of the Board of Directors,

Niraj Bajaj Chairman DIN: 00028261 Pune: 25 April 2023

Annual Report on CSR activities

1. Brief outline of Company''s CSR Policy

introduction

The vision and philosophy of late Jamnalal Bajaj, the founder of Bajaj Group, guide the Corporate Social Responsibility (CSR) activities of the group. He embodied the concept of trusteeship in business and common good, and laid the foundation for ethical, value-based and transparent functioning.

Bajaj Group believes that true and full measure of growth, success and progress lies beyond Balance Sheets or conventional economic indices. It is best reflected in the difference that business and industry make to the lives of people.

Through its social investments, Bajaj Group addresses the needs of communities residing in the vicinity of its facilities by taking sustainable initiatives in the areas of health, education, environment conservation, infrastructure and community development, and response to natural calamities.

For society, however, Bajaj is more than a corporate identity. It is a catalyst for social empowerment and the reason behind the smiles that light up a million faces.

It is this goodwill that has made us "The World''s Favourite Indian!”

Guiding principles

The Bajaj Group believes that social investments should:

• Benefit generations: The Company believes in ‘investment in resource creation'' for use over generations. The Company tries to identify sustainable projects which will benefit the society over long periods.

• Educate for self-reliance and growth: To usher in a growth-oriented society and thereby a very strong and prosperous nation, by educating each and every Indian.

• Promote health: The Company believes good health is a pre-requisite for both education and productivity.

• Encourage for self-help: To guide and do hand holding for self-help, individually and collectively to create excellence for self and for the team.

• Be focused: The Company believes that activities should be focused around locations where it has a presence and hence can effectively guide, monitor and implement specific projects.

• Target those who need it most: Care for the sections of the society, which are socially at the lowest rung irrespective of their religion, caste, language or colour.

• Sustain natural resources: The Company encourages balanced development and ensures least adverse impact on environment - Growth with Mother Nature''s blessings.

Brief contents of CSR Policy

Section 135 of the Companies Act, 2013 (‘the Act'') and the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been amended substantially with effect from 22 January 2021. Accordingly, the CSR Policy was amended on 29 April 2021, with approvals of the CSR Committee and Board of Directors. The policy, inter alia, covers the following:

• Philosophy, Approach and Direction

• Guiding Principles for selection, implementation and monitoring of activities

• Guiding Principles for formulation of Annual Action Plan

2. Composition of the CSR Committee

Designation/ Nature of

Sr. No. Name of Director Directorship

Number of meetings of CSR Committee held during the year

Number of meetings of CSR Committee attended during the year

1 Rajiv Bajaj

Chairman

3

2 Pradeep Shrivastava

Member

3

3

3 Dr. Naushad Forbes

Member

3

3. Web-link where the following are disclosed on the website of the Company:

Composition of CSR committee https://www.bajajauto.com/about-us/bajaj-team

CSR Policy https://www.bajajauto.com/-/media/bajajauto/Investors/code-policy/BAL-Revised-CSR-Policy-29-April-2021.ashx

CSR projects approved by the Board https://www.bajajauto.com/corporate/corporate-social-responsibility

4. The executive summary along with web-link(s) of impact assessment of CSR projects carried out

in pursuance of sub-rule (3) of rule 8, if applicable. As per table below

Web-link of impact assessment reports: https://www.bajajauto.com/-/media/bajaj-auto/Corporate-Social-Responsibility/lmpact-Assessment-reports--FY-22-23.ashx

Sr.

No.

Project Title

Implemen

ting

Agency

Location

Date of Completion of Project

Actual Amount Utilised (J in cr)

Date of Impact Assessment Report

Highlights of the assessment

1

Expansion of Project on School Infrastructure

Round Table India Trust

Multiple,

Maharashtra

1.02.2021

3.57

27.09.2022

The project has benefitted 3,383 underprivileged children from 13 schools resulting in increased school enrolments and reduced absenteeism of students.

2

Rahul Bajaj Technology Innovation Centre (RBTIC)

Indian Institute of Technology Bombay

Mumbai,

Maharashtra

31.05.2021

12.50

27.09.2022

Total of 9 floors are constructed on total built-up area of 18,600 sq.mt. with 2,250 sq.mt. each floor, including the basement and ground floor.

The facility enables cross utilisation of talented, skilled, and technical resources.

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the financial year: No

9. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per sub-section (5) of section 135:

(a) Taking into account the commitments made by the company for the ongoing CSR projects/ programs which are in progress and considering the project mode of CSR activity where the projects can extend beyond the financial year, there is no shortfall in the CSR expenditure mandated to be spent by the company during the financial year ended 31 March 2023.

(b) Further, in light of the circular dated 25 August 2021 issued by Ministry of Corporate Affairs (''MCA'') on the Frequently Asked Questions on CSR, mere disbursal of funds for implementation of a project does not amount to spending unless the implementing agency utilises the whole amount.

(c) As per provisions of section 135(6) of the Act, any amount remaining unspent under section 135(5) pursuant to any ongoing project shall be transferred by the company within a period of 30 days from the end of the financial year to a special account to be opened by the company. Accordingly, such amount has been transferred by the Company to the specified account so opened within the prescribed period. As per the said circular of MCA, this amounts to meeting of the obligation and due compliance under section 135 of the said Act and hence there is no shortfall of spends.

Rajiv Bajaj

Managing Director and CEO and

Chairman of CSR Committee

DIN: 00018262

Pune: 25 April 2023


Mar 31, 2022

The directors present their Fifteenth Annual Report and Audited Financial Statements for the year ended 31 March 2022.

Sad demise of Rahul Bajaj,

Chairman Emeritus of the Company

At the outset, your directors express their profound grief on the sad demise of Rahul Bajaj, the iconic leader of the Company, who passed away on 12 February 2022.

He lived an extraordinary life. He was the architect of one of the most respected industrial groups in the country, a vocal proponent of entrepreneurship, and a voice of the industry at large.

He stood for what he believed, a man driven by values, bold in both expression and action. While he remained the torchbearer of a family legacy that dates back to the founding days of our country, he championed the creation of a new India.

While his passing away has left a huge void among us, he leaves behind an unparalleled foundation for all of us to build upon.

The Board places on record its whole-hearted appreciation of the invaluable contribution made by him to the spectacular success of the Company and the Group over several decades.

Financial Results

The financial results of the Company are elaborated in the report on Management Discussion and Analysis.Given below are the financial highlights.

Sales in numbers

FY2022

FY2021

Two-wheelers

3,836,856

3,605,893

Commercial vehicles

471,577

367,021

Total

4,308,433

3,972,914

Of which exports

2,506,626

2,054,247

(H In Crore)

Particulars

FY2022

FY2021

Total revenue

34,353.95

29,017.54

Total expenses

28,163.90

23,078.54

Profit before exceptional items and tax

6,190.05

5,939.00

Exceptional items

(315.28)

-

Profit before tax

6,505.33

5,939.00

Tax expense

1,486.46

1,384.41

Profit for the year

5,018.87

4,554.59

Earnings per share (K)

173.6

157.5

Closing balances in reserve/other equity

Particulars

FY2022

(H In Crore) FY2021

General reserve

6,389.60

5,887.60

Retained earnings

19,340.40

18,861.25

Cash flow hedging reserve

54.33

148.90

Costs of hedging reserve

5.93

(58.06)

FVTOCI reserve

626.41

88.43

Share based payments reserve

32.27

16.91

Treasury shares

(69.51)

(32.14)

Total

26,379.43

24,912.89

Note: Detailed movement of above reserves can be seen in ‘Statement of Changes in Equity''.

Dividend Distribution Policy

Under the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations, 2015''), as amended, the Company formulated a dividend distribution policy on 28 October 2016, which the Board at its meeting held on 17 March 2021 amended in a major way.

The amended policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders.

As a green initiative, the policy has been uploaded on the Company''s website and can be accessed at https://www.bajajauto.com/investors/policies-codes. A copy of the policy will be made available to any shareholder on request by email.

Dividend

The directors recommend for consideration of shareholders at the ensuing annual general meeting, payment of a dividend of H 140 per equity share of H 10 each (1400%) for the year ended 31 March 2022.

For the year ended 31 March 2021 also, the dividend paid was H 140 per share of H 10 each (1400%).

In terms of the provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates. For further details on taxability, please refer to Notice of annual general meeting.

The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy.

Share Capital

The paid-up equity share capital as on 31 March 2022 was H 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 or sweat equity shares.

Operations

Detailed information on the Company''s operations is in the report on Management Discussion and Analysis.

Capacity Expansion and New Projects

The Company''s current installed capacity is 6.65 million units per annum.

Detailed information on capacity expansion and new projects is covered in the report on Management Discussion and Analysis.

Research and Development (R&D) and Technology Absorption

In FY2022 despite the waves of COVID that hit Pune, R&D ensured high attendance at office while taking care of social distancing and kept driving its programs. But this was not the only challenge that had to be dealt with. R&D had to work rapidly on counteracting the rapidly increasing costs of precious metal used in the catalysts, react to the sudden decision by Government to prepone the complete BS6 OBD 2 package to 1 April 2023 and deal with the semiconductor shortage caused by COVID and related outcomes.

A) Products

Bajaj Auto''s most successful brand Pulsar has been a leader not just in India but in all its export markets. Pulsar has been consistently upgraded over the years to keep it in sync with changing times. Information on the new products is covered in the report on Management Discussion and Analysis.

B) Processes

R&D has been working on improving its operations in a number of areas as listed below:

• Manpower: R&D has expanded its team size in areas of design, analysis and validation to facilitate the rapidly expanding aspirations of the Company.

• Facilities: R&D continued to enhance its design, computing, prototype manufacturing and validation facilities. A number of new test facilities and prototyping facilities were added.

C) Technology

As in the past, new and improved technology has been introduced during the year. Such information is covered in the report on Management Discussion and Analysis.

D) Outgo

The expenditure on R&D during 2021-22 and in the previous year was:

(H In Crore)

Particulars

FY2022

FY2021

i. Capital (including technical know-how)

42.06

21.14

ii. Recurring

446.73

403.33

Total

488.79

424.47

iii. Total research and development expenditure as a percentage of sales

1.52%

1.56%

Conservation of Energy

Company continues its efforts to reduce and optimise the energy consumption at all its manufacturing facilities, and its corporate office at Pune.

Significant reduction in energy consumption has been achieved by various ENCON initiatives as shown hereunder:

A) Electrical Energy

• Efficient utilisation of rooftop solar plants: 5MW at Waluj, 1MW at Pantnagar, 3.22MW at Akurdi and 2MW at Chakan.

• Provision of energy efficient motors.

• Use of VFD and water temperature sensors for optimised running of cooling tower.

• Provision of Localised booster for robotic painting.

• Upgradation of CED paint LB1000 to LB700 having higher throwing power.

(Lower voltage required)

• Installation of RTPFC (Real Time Power Factor Controller), ASVG (Advanced Static Voltage Generator) and APFC (Automatic Power Factor Controller) to control and improve power factor greater than 0.99.

• Continued use of motion sensors for offices and washroom lights.

• Installation of energy efficient LED luminaries at various designated areas across all our factories.

• Use of HVLS (High Volume Low Speed) fans for air circulation in shop floors.

• Installation of centralised ARP system at Motorcycle paint shop at Waluj.

Overall improvement in electrical energy consumption is achieved to the extent of 3.95% (w.r.t. previous

year FY2021) despite addition of new facilities viz. ABS line at Chakan, Club house at Akurdi etc.

B) Water

• Continuous reuse of treated water for processes like painting, cooling towers etc. in addition to gardening.

• Continued rainwater harvesting across all plants.

• Use of one touch taps and sensor-based taps for hand wash at various areas across all plants.

• Reverse cascading of water at pre-treatment stages at paint shop.

• Change of underground water lines with above ground line for easy identification of leakage, if any.

• Rainwater storage pond with capacity 90,000 cubic meters at Waluj plant, 47,000 cubic meters at Pantnagar plant, 83,500 cubic meters at Chakan plant are available for its use in process.

Overall water consumption is reduced to the tune of 3.93%, despite addition of new facilities viz. ABS

line at Chakan, new garden at Akurdi etc.

C) LPG/Propane

• Continued use of magnetic resonance in oven fuel supply at paint shop.

• Improved thermal efficiency of oven by thermo coating application on the oven''s internal surface.

• Continued use of low temperature chemicals for pre-treatment process at paint shops.

• Lacquer oven auto ON/OFF during lunch and dinner time in paint shops across all plants.

• Development and monitoring of automated process startup and shutdown system.

• Reduction in heat load through painting fixture weight reduction.

• Optimisation of CED oven exhaust through hot air balancing.

• Use of energy efficient burners in the canteens in all plants.

D) Utilisation of Renewable Energy-Key Initiatives

• Usage of renewable solar power generation: 5MW at Waluj, 1MW at Pantnagar, 3.2MW at Akurdi and 2MW at Chakan; generating 155 lakh units per year of renewable energy.

• Utilisation of solar water heaters in the canteen of all plants.

• Use of direct sunlight to illuminate shops by installation of skylights across all plants.

Impact of Measures Taken

As a result of the initiatives taken for conservation of energy and natural resources, the Company has brought about an overall reduction in consumption as given in the table below:

% Reduction w.r.t. previous year

Description

FY2022

FY2021

Electricity consumption

3.95

10.20

Water consumption

3.93

9.60

LPG/PNG consumption

17.84

(4.50)#

# Effect of lower volume of commercial vehicles.

Investment/Savings

(H In Crore)

Description

FY2022

FY2021

Investment for energy conservation activities

1.76

1.69

Recurring savings achieved through above activities

0.91

0.53

Detailed information on the above is given in the report on

Business Responsibility.

Awards and Accolades

• Upgradation of "Occupational Health and Safety Management Systems" from OHSAS 18001 to ISO 45001 by all plants of the Company.

• Pantnagar plant received 3rd prize for "Best Energy Efficient Organisation" in Kaizen Competition organised by CII.

• Chakan plant awarded 1st prize in green manufacturing machining-Times of India Group.

International Business

All regions have shown strong growth in FY2022.

During the year under review, Bajaj Auto crossed 2.5 million vehicle milestone. First time ever!!! Motorcycle exports touched new highs - at 2.2mn units, growth of 22% over FY2021. In 10 of the 12 months, Bajaj Auto exported more than 200k units every month. The Company continues to remain, by far, India''s No.1 exporter of motorcycles and three wheelers.

More detailed information is given in the report on Management Discussion and Analysis.

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 H 16,280.38 crore, as compared to H 12,181.88 crore during the previous year.

Total foreign exchange outflow during the year under review was H 902.08 crore, as against H 753.34 crore during the previous year.

Industrial Relations

The financial year 2021-22 was also affected by the effects of Covid-19 and the 2nd and 3rd waves of the pandemic put a lot of pressure on employees as well as on Management. However, our robust Industrial relations practices, welfare schemes and employee engagement initiatives helped us run our business smoothly in this challenging period. The overall employee relations with staff and workmen across all the plants viz. Akurdi, Waluj, Chakan and Pantnagar continued to be cordial during the year, thus we were able to avoid any production loss due to these events.

During this difficult time, various timely initiatives, implemented across all plants, were crucial for maintaining employee motivation and meeting business objectives. This includes free vaccination camps in factory premises for all employees and their families, a free covid testing facility in the plants, extending support to employees and their families for getting beds in hospitals, financial support to infected employees, compassionate benefit scheme for Covid related mortalities and introduction of Covid-19 insurance scheme for employees.

With the active participation and involvement of all employees, we have been able to inculcate TPM Culture for excellence and continuous improvements across all plants. As a result, plants have received numerous awards during the year from CII, IIIE, QCFI etc.

At its Waluj plant, the Company has signed the wage agreement with the Union for a period of 3.5 years on 31 August 2021 without any delay.

Two of our workmen from the Waluj plant, have been named winners of the "Gunwant Kamgar and Kamgar Bhushan Award" for the year 2019 by the "Worker Welfare Board of the Government of Maharashtra".

Company at its Akurdi plant has started a state-of-the-art facility to cater to the wellness and recreational needs of employees named "Utsah". It encompasses world-class infrastructure and provides exemplary amenities like Gymnasium, Yoga room, Librarywala (digital library service), Music room, Dance room, Indoor games, Health bar, and Speciality clinics.

Additionally, the company has emphasised employee engagement initiatives to increase productivity and foster a positive work culture. Across all the plants, different employee engagement initiatives like kaizen competition, spot appreciation, appreciation of covid warriors, newly married couples'' felicitation, appreciation of meritorious students, POSH awareness sessions, celebration of Women''s Day, Jal-Neti Yoga session, inter-departmental sports tournament, health and hygiene related awareness sessions, etc. were also taken up.

Subsidiaries and Joint Ventures

PT. Bajaj Auto Indonesia (PT BAI)

Routine business operations of PT BAI, a 99.25% subsidiary of Bajaj Auto, remain discontinued.

Indonesia is a large two-wheelers market and hence of interest for PT BAI. All the required manufacturing, import and business licences stand renewed.

PT BAI would continue to study the evolving market and evaluate different possible opportunities.

Bajaj Auto International Holdings BV, Netherlands (BAIH BV)

BAIH BV is a 100% Netherlands based subsidiary of Bajaj Auto Ltd. Over the years 2007 to 2013, through this subsidiary, Bajaj Auto has invested a total of €198.1 million (H1,219 crore) and held approximately 48% stake in KTM AG of Austria (KTM), the fastest growing motorcycle brand in the world.

On 29 September 2021, BAIH BV swapped 46.5% stake in KTM AG for 49.9% stake in Pierer Bajaj AG (PBAG). 50.1% in PBAG is held by Pierer Group.

Pierer Bajaj AG (formerly PTW Holding AG) holds 73.3% stake in Pierer Mobility AG. Pierer Mobility AG (PMAG) is Europe''s leading "Powered Two-wheeler" manufacturer with focus on highly innovative sports motorcycles and electric mobility-E bicycles, E motorcycles, etc. With KTM, Husqvarna and GASGAS motorcycle brands, it is a leading premium motorcycle manufacturer in Europe. With conventional and E bicycles under Ramon, Husqvarna, GASGAS and Felt brands, it is a strong player in this fast-growing segment.

With this re-structuring in September, Bajaj Auto and Pierer Group now partner in all Mobility businesses that Pierer Group engages in. The resultant gain in fair value of H 501.23 crore is shown as an exceptional item in consolidated results.

Subsequently, KTM AG announced a buyback program on 5 November 2021. BAIH BV tendered the balance 161,939 shares (1.49% stake in KTM AG left after the swap explained above) in this buy back. The resultant gain of H 74.90 crore is shown as other income in consolidated results.

In the year 2021, PMAG recorded a strong performance in motorcycles, with sale of 332,881 units and in bicycles, with sale of 102,753 units (of which 76,916 were e-bicycles) and registered a record top-line of over €2 billion.

Bajaj Auto (Thailand) Ltd.

Bajaj Auto (Thailand) Ltd. was incorporated as a wholly owned subsidiary in Thailand with an issued and subscribed share capital of Thai Baht (THB) 45 million (H10 crore), the intent being to set up an International Business Centre (IBC) to oversee sales in the ASEAN region and an Engineering Design Centre (EDC) under this subsidiary. This marks a new beginning for Bajaj Auto''s R&D expanding its design center to trend-defining markets around the globe.

Bajaj Auto (Thailand) has obtained all necessary approvals from local authorities. The EDC is operational and international designers are working from this new facility in Bangkok. Full scale operations including IBC will commence in the coming year.

During the year under review, following companies were incorporated as our subsidiaries.

Bajaj Auto Spain, S.L.

Bajaj Auto Spain, S.L. was incorporated as a wholly owned subsidiary in Barcelona, Spain with an issued and subscribed share capital of €600K (H5 crore), the intent being to set up an Engineering Design Centre (EDC).

The EDC has started operations and is expected to be fully operational in the coming year.

Chetak Technology Ltd. (CTL)

Given the stakes and likely impact of EVs on its business, Bajaj Auto wants to be ahead of this curve.

For effectively engaging in this domain, CTL was incorporated as a wholly owned subsidiary, with an issued and subscribed share capital of H 5 crore.

To give prime focus to the EV space and to develop new technologies and products, the Company now intends to house all its EV related activities - R&D of new technologies, R&D for product development, manufacturing, sales, after-sales and customer centric experience — to this newly formed 100% subsidiary.

Additional capital of H 45 crore has been infused in CTL by way of Rights issue in April 2022. Plans have also been drawn to set up a new state-of-the-art manufacturing facility at Akurdi.

Bajaj Auto Consumer Finance Ltd. (BACFL)

Financing is key to every automobile business. In India, nearly 65% of two-wheelers and 85% of three-wheelers retailed are financed. To increase geographic coverage and expand financing options for the retail customers of Bajaj Auto Ltd. and Chetak Technology Ltd., a wholly owned captive financing company i.e., BACFL was formed with an issued and subscribed share capital of H 5 crore.

An application for registration of BACFL as NBFC has been made to RBI and the matter is under process.

Bajaj Do Brasil Comercio De Motocicletas Ltda

To address the motorcycle market in Brazil, Bajaj Auto has set up a wholly owned subsidiary on 31 March 2022. The process to obtain necessary approvals for introduction of equity share capital and setting up operations in Brazil is currently underway. Full scale operations are likely to commence in the coming year.

The financial statements of the subsidiary companies are also available on the Company''s website on https://www.bajajauto.com/investors/financial-and-operational-performance

The Company does not have any associate company, nor has it entered into a joint venture with any other company.

The Company''s policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with Regulation 16 of the Listing Regulations, 2015, can be accessed on the Company''s website at https://www.bajajauto.com/investors/policies-codes

Anti-Corruption Initiatives

The Company has established several policies to prevent corruption within Bajaj Auto. These are suitably integrated with the business operations. The Company also has adequate disclosure practices with regard to anti-corruption activities. Some of these practices are given below:

Signing of the Anti-Corruption Initiative of World Economic Forum (WEF)

In support of the initiative taken by WEF, the 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 the development of a practical and effective implementation programme.

Adoption of the Confederation of Indian Industry (CII) Charters

Your Company, being a member of CII, has adopted the following Codes/Charters:

1. CII Code of Conduct for Affirmative Action.

2. Model Code of Conduct for Ethical Business practices.

3. Charters of Fair and Responsible Workplace Guidelines for Collaborative Employee Relations.

4. Charters on Fair and Responsible Workplace Guidelines for Contract Labour.

More details on the subject are given in the Business Responsibility Report hosted on the Company''s website on https://www.bajajauto.com/investors/financial-and-operational-performance

Annual Return

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (‘the Act''), in the prescribed form, is hosted on the Company''s website and can be accessed at https://www.bajajauto.com/investors/financial-and-operational-performance.

Number of Meetings of the Board

There were five 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 Act, 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 judgements 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the directors have overseen that the annual accounts have been prepared on a going concern basis;

• the directors have laid down internal financial controls to be followed by the Company and that, to the best of their knowledge, examination and analysis, such internal financial controls have been adequate and were operating effectively; and

• the directors had ensured through oversight of the existence of proper systems to ensure compliance with the provisions of all applicable laws and that, to the best of their knowledge, such systems were adequate and were operating effectively.

Details regarding 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 Act.

Declaration by independent directors

The independent directors have submitted their declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149 (6) of the Act, as amended and Regulation 16 and 25 of the Listing Regulations, 2015, as amended.

The independent directors have also confirmed compliance with the provisions of the rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations, 2015.

Directors'' remuneration policy and criteria for matters under section 178

The salient features and changes to the policy on directors'' appointment and remuneration form a part of the Corporate Governance Report. The policy is on the Company''s website https://www.bajajauto. com/investors/policies-codes

Particulars of Loans, Guarantees or Investments

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Act, are detailed in the financial statements.

Related Party Transactions

AH contracts/arrangement/transactions entered into by the Company during FY2022 with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations,2015. Prior omnibus approval of the audit committee is obtained for all related party transactions, which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transactions entered into are also reviewed by the audit committee on a quarterly basis.

All related party transactions entered into during FY2022 were on an arm''s length basis and in the ordinary course of business of the Company under the Act and not material under the Listing Regulations, 2015. None of the transactions required members'' prior approval under the Act or the Listing Regulations, 2015.

Details of transactions with related parties during FY2022 are provided in the notes to the financial statements. There were no transactions requiring disclosure under section 134(3)(h) of the Act.

Hence, the prescribed Form AOC-2 does not form a part of this report.

The policy on materiality of and dealing with related party transactions was amended by the Board, at its meeting held on 15 March 2022 in line with SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021.

The policy is available on the Company''s website at https://www.bajajauto.com/investors/policies-codes

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

During the year under review, a revised risk management policy/framework was adopted by the Board. This framework, inter alia, includes identification of internal and external risks faced by the Company, including financial, operational, sectoral, sustainability, information, cyber security, strategic or any other risk as may be determined by the Risk Management Committee and the measures for risk mitigation, reporting of critical risks within the Company and Business Continuity Plan.

Information on the development and implementation of a risk management policy for the Company is given in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

The Board, at its meeting held on 29 April 2021, amended the existing policy. The policy including the composition of the CSR committee is uploaded on the Company''s website https://www.bajajauto.com/investors/policies-codes

Taking into account the commitments made by the Company for the ongoing CSR projects/programs which are in progress and considering the project mode of CSR activity where the projects can extend beyond the financial year, as also the amount transferred to ‘Unspent CSR Account'', there is no shortfall in the CSR expenditure mandated to be spent by the Company during the financial year ended 31 March 2022.

Further, in light of the circular dated 25 August 2021 issued by Ministry of Corporate Affairs (MCA) on the Frequently Asked Questions on CSR, mere disbursal of funds for implementation of a project does not amount to spending unless the implementing agency utilises the whole amount.

As per provisions of section 135(6) of the Act, any amount remaining unspent under section 135(5) pursuant to any ongoing project shall be transferred by the company within a period of thirty days from the end of the financial year to a special account to be opened by the company. Accordingly, such amount has been transferred by the Company to the specified account within the prescribed period.

As per the said circular of MCA, this amounts to meeting of the obligation and due compliance under section 135 of the said Act.

In terms of the provisions of section 135 of the Act, read with amended Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities in the format prescribed under Annexure II of the said Rules is annexed to this Report.

The Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2022.

Formal Annual Evaluation of the Performance of the Board, its Committees, Chairperson and Individual Directors

Information on the manner in which a formal annual evaluation has been made by the Board of its own performance and that of its Committees, Chairperson 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 2022 have been disclosed as per Division Il of Schedule III to the Act.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Consolidated Financial Statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Act, applicable accounting standards and Listing Regulations, 2015.

Internal Audit

At the beginning of each financial year, an audit plan is rolled out with approval by the Company''s audit committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the audit committee of the Board.

Statutory Disclosures

The summary of the key financials of the Company''s subsidiaries (Form AOC-1) is included in this Annual Report. A copy of the audited financial statements for each of the subsidiary companies will be made available by email to members of the Company, seeking such information.

Details as required under the provisions of section 197(12) of the Act, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Report.

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as required under the provisions of section 197(12) of the Act, 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.

The directors'' responsibility statement as required by section 134(5) of the Act, appears in a preceding paragraph.

A cash flow statement for 2021-22 is attached to the Balance Sheet.

There is no change in the nature of business of the Company during FY2022.

The provisions of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

Pursuant to the legislation ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'', the Company has a policy on Prevention of Sexual Harassment at Workplace. During the year under review, no complaint has been received from employees. There was no case reported during the year under review under the said policy.

Details as prescribed under section 134 of the Act and rules made thereunder, applicable to the Company, have been specifically given in this Report, wherever applicable.

Directors'' and Key Managerial Personnel-Changes

I. Changes in Directorate

(a) Dr. Omkar Goswami, Non-executive independent director of the Company tendered his resignation on 9 July 2021. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure on the Board.

(b) Dr. Gita Piramal, Non-executive independent director of the Company tendered her resignation with effect from close of business hours on 30 April 2022. The Board places on record its sincere appreciation for the valuable services rendered by her during her long tenure

on the Board.

II. Retirement by Rotation

Independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Act, mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Rakesh Sharma (DIN 08262670) and Madhur Bajaj (DIN 00014593), directors, being the longest in the office among the directors liable to retire by rotation, retire from the Board this year and, being eligible, have offered themselves for re-appointment.

Brief details of Rakesh Sharma and Madhur Bajaj are given in the notice of annual general meeting.

III. Appointment/Re-appointment of Directors

The Board at its meeting held on 27 April 2022, taking into account the Report of performance evaluation and pursuant to the recommendation of nomination and remuneration committee and subject to approval by the members by way of special resolution, re-appointed following independent directors for a second consecutive term:

Sr. No. Name of independent director

Tenure of second term

1 Dr. Naushad Forbes (DIN 00630825)

Five years w.e.f. 18 May 2022

2 Anami N. Roy* (DIN 01361110)

Five years w.e.f. 14 September 2022

* Consent of the members by way of Special Resolution is sought by the Company in compliance with Regulation 17(1A) of Listing Regulations 2015, for continuance of Anami N. Roy beyond 15 May 2025 on account of his attaining the age of 75 years on that date.

IV. Change in Key Managerial Personnel

(a) Soumen Ray, resigned from the position of Chief Financial Officer of the Company w.e.f. closing hours of 20 December 2021 to explore other opportunities.

(b) Consequent upon the resignation of Soumen Ray, the Board at its meeting held on

15 March 2022, pursuant to the recommendation of nomination and remuneration committee appointed Dinesh Thapar as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 15 March 2022.

There was no other change in the directors and key managerial personnel during the year under review since the last report.

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.

Covid-19 Impact

The impact of the second and third wave of the pandemic on the performance of the Company and measures adopted to steer through this continuing crisis have been discussed in detail in Management Discussion and Analysis.

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, both physical and operational. This includes its design, implementation and maintenance, along with periodic internal review of operational effectiveness and sustenance and whether these 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.

Internal financial controls with reference to the financial statements were adequate and operating effectively.

Corporate Governance

Pursuant to the 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 2021-22. A declaration to this effect signed by the Managing Director (CEO) of the Company is contained in this Annual Report.

The Managing Director (CEO) and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations, 2015.

Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Employee Stock Option Scheme

The Company grants share-based benefits to eligible employees with a view to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company.

During the year under review, there has been no change in the Bajaj Auto Employee Stock Option Scheme 2019 (BAL-ESOS 2019) of the Company. BAL-ESOS 2019 is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014, and this has been certified by the statutory auditors of the Company.

In line with Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, a statement giving complete details, as at 31 March 2022, is available on the website of the Company https://www. bajajauto.com/investors/financial-and-operational-performance

Details of options vested, exercised and cancelled are provided in the notes to the standalone financial statements.

Business Responsibility Report

Pursuant to the provisions of the Listing Regulations, 2015, a Business Responsibility Report (''BRR'') has been hosted on the website and can be accessed at https://www.bajajauto.com/investors/financial-and-operational-performance

The BRR highlights the initiatives, actions and processes of the Company in conducting its business in line with its environmental, social and governance obligations.

A copy of the BRR will be made available by email to any shareholder on request.

Pursuant to amendment in the Listing Regulations, 2015, top 1,000 listed entities based on market capitalisation are required to submit a Business Responsibility and Sustainability Report with effect from the FY2023.

Secretarial Standards of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

Statutory Auditor

Pursuant to provisions of section 139 of the Act, the members at the annual general meeting of the Company held on 20 July 2017 appointed S R B C & CO LLP (Firm Registration No. 324982E/E300003) as statutory auditors of the Company from the conclusion of 10th annual general meeting till the conclusion of 15th annual general meeting, covering one term of five consecutive years. The term of appointment of the statutory auditors expires at the conclusion of ensuing annual general meeting.

The Board of Directors, based on the recommendation of the audit committee, at its meeting held on 27 April 2022, has proposed the re-appointment of S R B C & CO LLP (Firm Registration No. 324982E/ E300003) as statutory auditors of the Company for a further term of five years to hold office from the conclusion of 15th annual general meeting till the conclusion of 20th annual general meeting, subject to approval of the members and to fix their remuneration.

The statutory auditors have confirmed that they are not disqualified from continuing as auditors of the Company.

The statutory audit report for the year 2021-22 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Company has re-appointed, Shyamprasad D Limaye, Practising Company Secretary (Membership No. 1 587,

CP No. 572) to undertake the secretarial audit of the Company. Secretarial audit report for the year 2021-22 issued by him in the prescribed form MR-3 is annexed to this Report.

The secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

In addition to the above and pursuant to SEBI Circular dated 8 February 2019, a report on secretarial compliance by Shyamprasad D Limaye for the financial year ended 31 March 2022 has been submitted with the stock exchanges. There are no observations, reservations or qualifications in that report.

On behalf of the Board of Directors,

Niraj Bajaj Chairman

Pune: 27 April 2022

Annual Report on CSR activities

1. Brief outline of Company''s CSR Policy

Introduction

The vision and philosophy of late Jamnalal Bajaj, the founder of Bajaj Group, guide the Corporate Social Responsibility (CSR) activities of the group. He embodied the concept of trusteeship in business and common good and laid the foundation for ethical, value-based and transparent functioning.

Bajaj Group believes that true and full measure of growth, success and progress lies beyond balance sheets or conventional economic indices. It is best reflected in the difference that business and industry make to the lives of people.

Through its social investments, Bajaj Group addresses the needs of communities residing in the vicinity of its facilities by taking sustainable initiatives in the areas of health, education, environment conservation, infrastructure and community development and response to natural calamities.

For society, however, Bajaj is more than a corporate identity. It is a catalyst for social empowerment and the reason behind the smiles that light up a million faces.

It is this goodwill that has made us "The World''s Favourite Indian!"

Guiding principles

The Bajaj Group believes that social investments should:

• Benefit generations: The Company believes in ‘investment in resource creation'' for use over generations. The Company tries to identify sustainable projects which will benefit the society over long periods.

• Educate for self-reliance and growth: To usher in a growth-oriented society and thereby a very strong and prosperous nation, by educating each and every Indian.

• Promote health: The Company believes good health is a pre-requisite for both education and productivity.

• Encourage for self-help: To guide and do hand holding for self-help, individually and collectively to create excellence for self and for the team.

• Be focused: The Company believes that activities should be focused around locations where it has a presence and hence can effectively guide, monitor and implement specific projects.

• Target those who need it most: Care for the sections of the society, which are socially at the lowest rung irrespective of their religion, caste, language or colour.

• Sustain natural resources: The Company encourages balanced development and ensures least adverse impact on environment - Growth with Mother Nature''s blessings.

Brief contents of CSR Policy

Section 135 of the Companies Act, 2013 (‘the Act'') and the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been amended substantially with effect from 22 January 2021. Accordingly, the CSR Policy which was framed by the Company on 14 May 2014 got amended on 29 April 2021, with approvals of the CSR Committee and Board of Directors. The Policy, inter alia, covers the following:

• Philosophy, Approach & Direction

• Guiding Principles for selection, implementation and monitoring of activities

• Guiding Principles for formulation of Annual Action Plan


Mar 31, 2021

DIRECTORS''REPORT

The directors present their Fourteenth Annual Report and Audited Financial Statements for the year ended 31 March 2021.

Financial Results

The financial results of the Company are elaborated in the report on Management Discussion and Analysis. Given below are the financial highlights.

Sales in numbers

FY2021

FY2020

Two-wheelers

3,605,893

3,947,568

Commercial vehicles

367,021

667,644

Total

3,972,914

4,615,212

Of which exports

2,054,247

2,171,105

(H In Crore)

Particulars

FY2021

FY2020

Total revenue

29,017.54

31,652.21

Total expenses

23,078.54

25,072.01

Profit before exceptional items and tax

5,939.00

6,580.20

Exceptional items

-

-

Profit before tax

5,939.00

6,580.20

Tax expense

1,384.41

1,480.22

Profit for the year

4,554.59

5,099.98

Earnings per share (?)

157.5

176.3

Closing balances in reserve/other equity

(H In Crore)

Particulars

FY2021

FY2020

General reserve

5,887.60

5,431.60

Retained earnings

18,861.25

14,750.44

Cash flow hedging reserve

148.90

5.63

Costs of hedging reserve

(58.06)

(121.81)

FVTOCI reserve

88.43

(413.13)

Share based payments reserve

16.91

10.01

Treasury shares

(32.14)

(26.62)

Total

24,912.89

19,636.12

Note: Detailed movement of above reserves can be seen in ‘Statement of Changes in Equity''.

Dividend Distribution Policy

Under the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has formulated a dividend distribution policy. The Board at its meeting held on 17 March 2021 has amended the existing dividend distribution policy in a major way.

The policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders.

As a green initiative, the policy has been uploaded on the Company''s website and can be accessed at https://www.bajajauto.com/investors/codes-policies. A copy of the policy will be made available to any shareholder on request by email.

Dividend

The directors recommend for consideration of shareholders at the ensuing annual general meeting, payment of a dividend of H140 per equity share of H 10 each (1400%) for the year ended 31 March 2021.

For the year ended 31 March 2020, the dividend paid was H 120 per share of H 10 each (1200%) and the total dividend and the tax thereon to the extent applicable aggregated to H 4,186.16 crore.

As per the amended Income Tax Act, 1961, hereafter there will be no dividend distribution tax payable by the Company. The dividend, if declared, will be taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates. For details, shareholders are requested to refer to the Notice of annual general meeting.

The dividend recommended is in accordance with the principles and criteria as set out in the dividend distribution policy.

Share Capital

The paid-up equity share capital as on 31 March 2021 was H 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 or sweat equity shares.

Operations

Detailed information on the Company''s operations is covered in the report on Management Discussion and Analysis.

Capacity Expansion and New Projects

The Company''s current installed capacity is 6.33 million units per annum.

Detailed information on capacity expansion and new projects is covered in the report on Management Discussion and Analysis.

Research and Development (R&D) and Technology Absorption

FY2021 was a difficult year due to the impact of Covid-19. However, this did not deter the Company''s R&D from achieving the product launches that were planned for the year.

A) Products

During 2020-21, R&D successfully delivered 41 projects across various product segments to meet the domestic and export requirements. Information on the new products is covered in the report on Management Discussion and Analysis.

B) Processes

R&D has been working on improving its operations in a number of areas as listed below:

• Manpower: R&D has expanded its team size in areas of design, analysis and validation to facilitate the rapidly expanding aspirations of the Company.

• Facilities: R&D continued to enhance its design, computing, prototype manufacturing and validation facilities. A number of new test facilities and prototyping facilities were added.

C) Technology

As in the past, new and improved technology has been introduced during the year. Such information is covered in the report on Management Discussion and Analysis.

D) Outgo

The expenditure on R&D during 2020-21 and in the previous year was:

(H In Crore)

Particulars

FY2021

FY2020

i. Capital (including technical know-how)

21.14

67.02

ii. Recurring

403.33

408.04

Total

424.47

475.06

iii. Total research and development expenditure as a percentage of sales

1.56%

1.63%

Conservation of Energy

Company continues its efforts to reduce and optimize the energy consumption at all its manufacturing

facilities, including corporate office at Pune.

Significant reduction in energy consumption has been achieved by various means as shown hereunder:

A) Electrical Energy

• Efficient utilisation of rooftop solar plants: 5MW at Waluj, 1MW at Pantnagar, 3.2MW at Akurdi and 2MW at Chakan.

• Installation of 1,050 energy efficient LED luminaires across all our factories for energy conservation. Estimated savings are some 23,000 units per month.

• Provision of energy efficient motor for de-sludge pump in paint shop at Chakan and energy efficient motors at ETP at Akurdi.

• Installation of energy efficient air compressor, sealing of small air leakages through ultrasonic air leak detector, optimising pneumatic pressure for paint shop equipment for energy conservation.

• Installation of a centralised ARP system for energy conservation of paint shop MCD Waluj.

• Installation of power factor controller RTPFC panels at heavy fluctuating load areas for power quality improvement and overall KVAH reduction by maintaining overall power factor greater than 0.99 across all factory locations.

• Use of HVLS fans and pivot fans for air circulation in shop floors.

• Provision of ION Boiler at the washing machine for heating of the water in place of conventional heaters at Pantnagar.

• Water chiller integration and removal of multiple heating, ventilation and air conditioning (HVAC) systems led to optimum utilisation of energy in water chillers for the R&D process area.

• ASU conventional blowers replaced by DC brushless motors at Pantnagar.

• Optimum control of plant illumination by centrally controlling of plant street lighting through PLC logic remote switching at all plants.

• Installation of VFDs for ARP blowers, ED and topcoat forced coolers at the three-wheeler engine assembly and paint shop.

• Centralised operation of machines resulting in reduced power requirement of auxiliary port equipment.

• Continued use of motion sensors for offices and washroom lights switching.

B) Water

• Rain water storage pond with capacity of 85,000 cubic meter for Waluj plant.

• Use of ETP treated water with rainwater to feed RO plant for paint shop process.

• Continuous reuse of treated water for processes like cooling towers, vehicle washing, test track etc. in addition to toilet flushing and gardening.

• Continued rainwater harvesting across all plants; and efficient use of the sewage treatment plant (STP) water for gardening.

• Reuse of pre-treatment line DM2 overflow water for DM plant at Pantnagar.

• Reuse of dewatering mist spray water in RCDI stage at Pantnagar.

• Use of one touch taps and sensor-based taps for hand wash at various areas across factories.

• Orificing of taps and flush valves at hand wash and toilet to control consumption.

• Rerouting and resizing of the fresh water supply headers above the ground at Waluj plant.

• Use of a second stage RO plant to further treat the high TDS reject of first stage RO and generation of permeate for industrial use in paint shop.

• Water chiller integration and removal of HVAC systems resulting in reduced water consumption.

C) LPG/Propane

• Continued use of magnetic resonance in oven PNG supply.

• Continued use of low temperature chemicals for pre-treatment process at paint shops.

• Use of induction cooking at canteens for vessels up to 40 inch size.

• Use of energy efficient burners in the canteens in all plants.

• Improved thermal efficiency of oven by thermo coating application on the oven''s internal surface. 1

D) Utilisation of Renewable Energy-Key Initiatives

• Usage of renewable solar power generation: 5MW at Waluj, 1MW at Pantnagar, 3.2MW at Akurdi and 2MW at Chakan generating 160 lakh units per year of renewable energy.

• Utilisation of solar water heaters in the canteen of all plants.

• Use of direct sunlight to illuminate shops by installation of skylights across all plants.

Impact of Measures Taken

As a result of the initiatives taken for conservation of energy and natural resources, the Company has brough about an overall reduction in consumption as given in the table below:

% Reduction w.r.t. previous year

Description

FY20211

FY2020

Electricity consumption

10.20

1.20

Water consumption

9.60

17.43

LPG/PNG consumption

-4.50#

3.97

* Nine months performance.

# Increase is effect of lower volume of Commercial Vehicles production.

Investment/Savings

Description

FY2021

(H In Crore) FY2020

Investment for energy conservation activities

1.69

1.61

Recurring savings achieved through above activities

0.53

0.61

Detailed information on the above is given in the report on

Business Responsibility.

Awards and Accolades

• Certified with latest Safety System Certification, ISO 45001:2018, for the Waluj and Pantnagar plants.

• Bureau Veritas Covid-Self Safe Assessment: Certification in Platinum category.

International Business

Despite the lockdown in March 2020, Bajaj Auto exported over 2.05 million vehicles in 2020-21. Exports accounted for H 12,687 crore or USD$ 1.65 billion and comprised 46.8% of net sales. The Company continues to remain, by far, India''s No.1 exporter of motorcycles and three-wheelers.

More detailed information is given in the report on Management Discussion and Analysis.

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 H 12,181.88 crore, as compared to H 1 1,872.37 crore during the previous year.

Total foreign exchange outflow during the year under review was H 753.34 crore, as against H 872.88 crore during the previous year.

Industrial Relations

This year, the Company embarked on the process map towards reinventing transformation. This has not only set new benchmarks, but also streamlined its business excellence through productivity and people engagement.

Industrial relations with staff and workmen across all the plants viz. Akurdi, Waluj, Chakan and Pantnagar, continued to be cordial.

Fostering Employee Engagement

Keeping business excellence as the centre, the Company has not only improvised engagement activities, but also tried to instil trust and confidence through innovative engagement frameworks.

Various employee engagement activities like monthly/quarterly Kaizen competitions, online yoga sessions, online learning platforms and certification courses have been organised to inculcate a sense of belonging among employees across all plants.

Employee Health and Wellness

To ensure that the manufacturing processes and supply chain do not get affected during the Covid-19 pandemic, the Company has taken several measures such as provision of medicine to improve immunity, doctor''s advice, coupled with regular health check-ups and daily screening of employees.

Regular deep-cleaning and sanitisation of shop floor and offices are being conducted. All employees have been equipped with sanitisers and protective masks and are covered by a Covid-19 insurance, which includes pay and benefits, if they are quarantined or diagnosed with the disease.

At its Waluj plant, the Company has set up a Covid care centre and at Chakan, Akurdi and Pantnagar, it has collaborated with various Covid care centres to quarantine affected employees and family members.

Subsidiaries and Joint Ventures

PT. Bajaj Auto Indonesia (PT BAI)

Routine business operations of PT BAI, a 99.25% subsidiary of Bajaj Auto, remain discontinued.

Indonesia is a large two-wheelers market and hence of interest for PT BAI. All the required manufacturing, import and business licences stand renewed.

In the Sports category, PT BAI would continue to study the evolving market and evaluate different possible opportunities.

In view of global pandemic situation all over the world, the Company maintains a cautious approach and monitor the market developments.

Bajaj Auto International Holdings BV, Netherlands (BAIH BV)

BAIH 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), the fastest growing motorcycle brand in the world.

Calendar year 2020 was impacted due to Covid-19, but KTM bounced back strongly in the second half of the year backed by good retail demand in USA, LATAM and Australian markets. 2

During the year, Bajaj Auto manufactured 148,183 units of KTM and Husqvarna at its Chakan plant.

Of these, 63,187 units were sold through the Pro-biking network and 79,832 were exported.

Bajaj Auto (Thailand) Ltd.

Bajaj Auto (Thailand) Ltd. was incorporated as a wholly owned subsidiary in Thailand with an issued and subscribed share capital of Thai Baht (THB) 45 million (H11 crore). It has obtained all necessary approvals from local authorities to set up an International Business Centre and an Engineering Design Centre under this subsidiary.

While the start of the activity was delayed by the pandemic, the Engineering Design Centre is now operational and international designers are operating from this new facility in Bangkok. This marks a new beginning for Bajaj R&D expanding its design centre to trend-defining markets round the globe. Full scale operations including International Business Centre is likely to commence in the coming year.

During the year under review, no company became or ceased to be our subsidiary, joint venture or associate company.

Anti-Corruption Initiatives

The Company has established several policies to prevent corruption within Bajaj Auto. These are suitably integrated with the business operations. The Company also has adequate disclosure practices with regard to anti-corruption activities. Some of these practices are given below:

Signing of the Anti-Corruption Initiative of World Economic Forum (WEF)

In support of the initiative taken by WEF, the 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 the development of a practical and effective implementation programme.

Adoption of the Confederation of Indian Industry (CII) Charters

Your Company, being a member of CII, has adopted the following Codes/Charters:

1. CII Code of Conduct for Affirmative Action.

2. Model Code of Conduct for Ethical Business practices.

3. Charters of Fair and Responsible Workplace Guidelines for Collaborative Employee Relations.

4. Charters on Fair and Responsible Workplace Guidelines for Contract Labour.

More details on the subject are given in the Business Responsibility Report hosted on the Company''s website on https://www.bajajauto.com/investors/annuai-reports

Annual Return

A copy of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 (the ‘Act''), in the prescribed form, is hosted on the Company''s website and can be accessed at https://www.bajajauto.com/investors/annual-reports.

Number of Meetings of the Board

There were five 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 Act, 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 judgements 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the directors have overseen that the annual accounts have been prepared on a going concern basis.

• the directors have laid down internal financial controls to be followed by the Company and that, to the best of their knowledge, examination and analysis, such internal financial controls have been adequate and were operating effectively; and

• the directors had ensured through oversight of the existence of proper systems to ensure compliance with the provisions of all applicable laws and that, to the best of their knowledge, such systems were adequate and were operating effectively.

Details regarding 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 Act.

Declaration by independent directors

The independent directors have submitted their declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149(6) of the Act, as amended and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations, 2015''), as amended. The independent directors have also confirmed compliance with the provisions of the rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations, 2015.

Directors'' remuneration policy and criteria for matters under section 178

The Board, at its meeting held on 13 March 2019, revised the commission from H 1 50,000 to H 250,000 payable per meeting to all non-executive (including independent) directors for meetings of Board and committees thereof attended by them from 1 April 2019 onwards as members.

The salient features and changes to the policy on directors'' appointment and remuneration form a part of the Corporate Governance Report. The policy is on the Company''s website https://www.bajajauto.com/investors/codes-policies

Particulars of Loans, Guarantees or Investments

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Act, 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 could have attracted the provisions of section 188 of the Act. There being no ''material'' RPTs as defined under regulation 23 of Listing Regulations, 2015, there are no details to be disclosed in Form AOC-2 in that regard.

During the year 2020-21, pursuant to section 177 of the Act and regulation 23 of Listing Regulations, 2015, all RPTs were placed before the audit committee for its approval. All RPTs during the year were conducted at arms'' length and were in the ordinary course of business.

Pursuant to regulation 23 of Listing Regulations, 2015, the Board, at its meeting held on 13 March 2019, revised the policy on materiality of RPTs and on dealing with RPTs inter alia by including clear threshold limits.

The revised policy on materiality of RPTs as approved by the Board is on the Company''s website https://www.bajajauto.com/investors/codes-policies

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 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)

Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been amended substantially with effect from 22 January 2021.

In terms of the provisions of the Act read with amended Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities in the format prescribed under Annexure II of the said Rules is annexed to this Report.

In line with the said amendments, the Board, at its meeting held on 29 April 2021, amended the existing policy. The policy including the composition of the CSR committee is uploaded on the Company''s website www.bajajauto.com

The Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY2021.

Formal Annual Evaluation of the Performance of the Board, its Committees, Chairperson and Individual Directors

Information on the manner in which a formal annual evaluation has been made by the Board of its own performance and that of its Committees, Chairperson 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 2021 have been disclosed as per Division Il of Schedule III to the Act.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

Consolidated Financial Statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, as prepared in compliance with the Act, applicable accounting standards and Listing Regulations, 2015.

Internal Audit

At the beginning of each financial year, an audit plan is rolled out with approval by the Company''s audit committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the audit committee of the Board.

Statutory Disclosures

The summary of the key financials of the Company''s subsidiaries (Form AOC-1) is included in this Annual Report. A copy of the audited financial statements for each of the subsidiary companies will be made available by email to members of the Company, seeking such information.

The audited financial statements for each of the subsidiary companies will be available for inspection upto the date of annual general meeting by any member of the Company on the Company''s website www.bajajauto.com

Details as required under the provisions of section 197(12) of the Act, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Report.

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as required under the provisions of section 197(12) of the Act, 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.

The directors'' responsibility statement as required by section 134(5) of the Act, appears in a preceding paragraph. A cash flow statement for 2020-21 is attached to the balance sheet.

The provisions of section 148 of the Act, are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under sub-section (1) of section 148 of the Act.

Pursuant to the legislation ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'', the Company has a policy on Prevention of Sexual Harassment at Workplace. During the year under review, one complaint was received from one of the employees, which was investigated and redressed by the internal complaints committee formed under the aforesaid Act and closed. The actions recommended by the Committee have been implemented.

Directors'' and Key Managerial Personnel-Changes

I. Changes in Directorate

(a) Rahul Bajaj, after successfully leading Bajaj Auto Ltd. (including erstwhile BAL) for five decades, stepped down as Executive Chairman and was appointed as Non-executive Chairman with effect from 1 April 2020. Given his age, Rahul Bajaj has decided to step down as Non-executive Chairman with effect from close of business hours on 30 April 2021.

Rahul Bajaj has made a huge contribution to the success of the Company and the Group over the last five decades. Considering his tremendous experience, it is in the interest of the Company to continue to benefit from his experience, knowledge and wisdom from time to time in an advisory role and as a mentor.

In light of the above, the Board at its meeting held on 29 April 2021, on the recommendation of nomination and remuneration committee and with approval by the audit committee unanimously conferred upon Rahul Bajaj, the title of Chairman Emeritus of the Company for a term of five years with effect from 1 May 2021.

As Chairman Emeritus, Rahul Bajaj will, inter alia, mentor, guide and provide perspective to the Board and management including in relation to the broad strategic aspects of the business, corporate governance-related matters and support in establishing and enabling relations with external fora like industry chambers and institutions etc.

(b) Consequent upon the resignation of Rahul Bajaj, Chairman of the Company, the Board at its meeting held on 29 April 2021 has unanimously appointed Niraj Bajaj, non-executive director of the Company as Chairman of the Company with effect from 1 May 2021.

II. Retirement by Rotation

Independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Act, mandates that at least two-third of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Niraj Bajaj (DIN 00028261) and Sanjiv Bajaj (DIN 0001461 5), directors, being the longest in the office among the directors liable to retire by rotation, retire from the Board this year and, being eligible, have offered themselves for re-appointment.

Brief details of Niraj Bajaj and Sanjiv Bajaj are given in the notice of annual general meeting.

III. Re-appointment of Whole-time Director

Pradeep Shrivastava was appointed as the Whole-time Director of the Company for a period of five years from 1 April 2016 up to 31 March 2021. The Board, on recommendation of the nomination and remuneration committee and after evaluating his performance and the valuable contribution made by him in the progress of the Company, has approved his re-appointment for another term of five years commencing from 1 April 2021, subject to approval of the shareholders.

Accordingly, resolution seeking his re-appointment for a further term of five years and brief details of Pradeep Shrivastava are given in the notice of annual general meeting.

There was no other change in the directors and key managerial personnel during the year under review since the last report.

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.

Covid-19 Impact

The second wave in Covid-19 now exceed 3 lakh cases per day across India. A complete lockdown, like the last time, is not yet enforced. While fear, economic uncertainty and disruptions continue to impact the already fragile business environment and our operations, the full impact of this cannot be assessed at this point of time. However, this does not affect the going concern status of the Company.

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, both physical and operational. This includes its design, implementation and maintenance, along with periodic internal review of operational effectiveness and sustenance and whether these 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.

Internal financial controls with reference to the financial statements were adequate and operating effectively.

Corporate Governance

Pursuant to 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 2020-21. A declaration to this effect signed by the Managing Director (CEO) of the Company is contained in this Annual Report.

The Managing Director (CEO) and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the Listing Regulations, 2015.

Certificate from the auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Employee Stock Option Scheme

The Company grants share-based benefits to eligible employees with a view to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company.

During the year under review, there has been no change in the Bajaj Auto Employee Stock Option Scheme 2019 (BAL-ESOS 2019) of the Company. BAL-ESOS 2019 is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 and this has been certified by the statutory auditors of the Company.

In line with regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014, a statement giving complete details, as at 31 March 2021, is available on the website of the Company https://www.bajajauto.com/investors/annual-reports

Details of options vested, exercised and cancelled are provided in the notes to the standalone financial statements.

Business Responsibility Report

Pursuant to the provisions of the Listing Regulations, 2015, a Business Responsibility Report (''BRR'') has been hosted on the website and can be accessed at https://www.bajajauto.com/investors/annual-reports.

The BRR highlights the initiatives, actions and processes of the Company in conducting its business in line with its environmental, social and governance obligations.

A copy of the BRR will be made available by email to any shareholder on request.

Secretarial Standards of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

Statutory Auditor

Pursuant to provisions of Section 139 of the Act, the members at the annual general meeting of the Company held on 20 July 2017 appointed S R B C & CO LLP (Firm Registration No. 324982E/E300003) as statutory auditors of the Company from the conclusion of 10th annual general meeting till the conclusion of 15th annual general meeting, covering one term of five consecutive years. The statutory auditors have confirmed that they are not disqualified from continuing as auditors of the Company.

The statutory audit report for the year 2020-21 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Company has re-appointed, Shyamprasad D Limaye, Practising Company Secretary (Membership No.1 587,

CP No. 572) to undertake the secretarial audit of the Company. Secretarial audit report for the year 2020-21 issued by him in the prescribed form MR-3 is annexed to this Report.

The secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

In addition to the above and pursuant to SEBI Circular dated 8 February 2019, a report on secretarial compliance by Shyamprasad D Limaye for the financial year ended 31 March 2021 has been submitted with the stock exchanges. There are no observations, reservations or qualifications in that report.

On behalf of the Board of Directors,

1

Lacquer oven auto ON/OFF during lunch and dinner time in paint shops across all plants.

2

KTM sold 208,852 motorcycles versus 213,949 in the previous year.

• KTM achieved a turnover of €1.41 billion compared to €1.51 billion in the previous year.

• Profit after tax was at €71.2 million (H 638 crore) versus €84.6 million (H 670 crore).

• The proportionate profit to Bajaj Auto was €34.1 million (H 306 crore) as against €40.6 million (H 322 crore) in the previous year, which shows up in the consolidated results.


Mar 31, 2019

DIRECTORS' REPORT

The Directors present their Twelth Annual report and Audited Financial Statements for the year ended 31 March 2019.

Financial results

The financial results of the Company are elaborated in the Management Discussion and Analysis Report.

The highlights of the Financial Results are as under:

Closing balances in reserve/other equity

Sales in Numbers

FY2019

FY2018

Motorcycles

4,236,873

3,369,334

Commercial vehicles

782,630

637,457

Total

5,019,503

4,006,791

Of which Exports

2,078,730

1,662,577

(Rs In Crore)

Particulars

FY2019

FY2018

Total revenue

31,899.27

26,910.51

Total expenses

25,538.11

21,095.94

Profit before exceptional items and tax

6,361.16

5,814.57

Exceptional items

(342.00)

32.00

Profit before tax

6,703.16

5,782.57

Tax expense

2,027.98

1,714.47

Profit for the year

4,675.18

4,068.10

Earnings per share (Rs)

161.6

140.6

(Rs In Crore)

Particulars

FY2019

FY2018

General reserve

4,921.60

4,453.60

Retained earnings

16,451.58

14,321.65

Cash flow hedging reserve

60.31

79.72

Costs of hedging reserve

(17.47)

(40.48)

FVTOCI reserve

74.51

-

Total

21,490.53

18,814.49

Note: Detailed movement of above reserves can be seen in 'Statement of Changes in Equity"

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of ? 60 per equity share, (600%) for the year ended 31 March 2019. The amount of dividend and the tax thereon aggregate to Rs 2,093.08 crore.

For the year ended 31 March 2018, the dividend paid was Rs 60 per share of Rs 10 each (600%)and the total dividend and the tax thereon to the extent applicable aggregated to Rs 2,093.08 crore.

Share capital

The paid-up equity share capital as on 31 March 2019 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 or sweat equity shares, nor has it granted any stock options.

Operations

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

Capacity expansion and new projects

The Company's current installed capacity is 6.33 million units per annum.

As regards the Company's much awaited Quadricycle - QUTE, launch of the product and sale has commenced in few states where the Company has received requisite approvals for sale. The response has been positive.

4,400 (nos.) of Qute were sold in various international markets during the year 2018-19, as against 1,605 (nos.) in the year 2017-18.

During the year under review, 627 (nos.) of Qute were sold in domestic markets.

Research and Development and technology absorption

A) Products

Many new products were launched during the year under review. Detailed information on the new products is covered in the Management Discussion and Analysis Report.

B) Process

R&D has been working on improving its operations in a number of areas as listed below:

• Manpower: R&D has been expanding its team size in areas of design, analysis and validation in order to keep up with the rapidly expanding aspirations of the Company.

• Facilities: R&D continued to enhance its design, computing, prototype manufacturing and validation facilities. A number of new test facilities and prototyping facilities were added.

C) Technology

As in the past, new and improved technology has been introduced during the year under review and the detailed information on the same is covered in the Management Discussion and Analysis Report.

D) Outgo

The expenditure on research and development during 2018-19 and in the previous year was:

Conservation of energy

Company continues its efforts to reduce and optimise the energy consumption at all its manufacturing facilities, including corporate office at Pune.

Significant reduction in energy consumption has been achieved by various means as shown hereunder:

A) Electrical energy

• Use of IGBT based rectifier in place of conventional SCR based rectifier for ED process

• Provision of Energy Efficient Pumps for ETP/STP, Water Supply and Fire Systems

• Use of Energy Efficient LED Lighting for Street Lights, Shops and Offices

• Optimising compressed air pressure by use of portable Small Compressors on holidays

• Use of energy efficient air conditioner in place of conventional air conditioner

• Optimisation of processes and operational control

• Installation of common grid for compressed air to balance compressors loading

• Use of Mid Frequency DC Welding Machine in place of AC Welding Machine for Seam Welding Process

• Use of Active filters for harmonic suppression to reduce energy loss

B) Water

• Rain water harvesting with Ground Recharge

• Replacement of underground hydrant and water pipeline with above ground level pipeline to arrest water leakages

• Installation of second stage RO at paint shop

• Use of one touch water taps in canteen and washrooms

• Continued use of treated water for processes like cooling towers, central coolant systems, de-sludge pool and incinerator, compressor cooling tower and AHU etc.

(Rs In Crore)

Particulars

FY2019

FY2018

i. Capital (including technical know-how)

64.00

38.58

ii. Recurring

392.35

334.11

Total

456.35

372.69

iii. Total research and development expenditure as a percentage of sales

1.54%

1.48%

% Reduction w.r.t. previous year

Description

FY2019

FY2018

Electricity consumption

5.53

3.60

Water consumption

3.27

5.53

LPG/PNG consumption

1.05

2.37

Investment/savings

(Rs ln Crore)

Description

FY2019

FY2018

Investment for energy conservation activities

1.51

2.90

Recurring savings achieved through above activities

3 73

2.47

C) LPG/propane

• Thermal imaging/audit for ovens in paint shop and countermeasure

• Weight reduction of hangers in paint shop to reduce heat losses

• Burner efficiency improvement through efficient burners

• Teflon coated gratings in painting booth to eliminate cleaning activity through fluidised bed

• Upgradation of furnace insulation to reduce heat losses

• Provision of hydromax solution for hot water generator to reduce fuel consumption

• Continued usage of low temperature chemicals for pre-treatment process

D) Utilisation of renewable energy-key initiatives

• Use of solar energy through Roof Top Solar Power System. Akurdi Total Capacity - 2 MWp Chakan Total Capacity - 2 MWp

Total Solar energy generated - 53.25 lakh KWH

• Installation of daylight pipes in plants.

Impact of measures taken

As a result of the initiatives taken for conservation of energy and natural resources, the Company has effected an overall reduction in consumption as given in the Table below:

Awards and Accolades

BAL Commercial vehicles manufacturing plant at Waluj and the Motorcycle manufacturing plant at Pantnagar received the Special award for TPM achievement from JIPM, Japan. This award is for a plant that has achieved a very high level in its practice of TPM methodology.

With this achievement, Bajaj Auto becomes the only OEM in the auto industry, where all its manufacturing plants have achieved the Special award for TPM practice.

International Business

Bajaj Auto's 22% growth in motorcycles and 43% growth in commercial vehicles means that it remains by far, India's No.1 exporter of two and three wheelers. It exports to over 79 countries in Latin America, Africa, South Asia, Middle East, Asia Pacific and Europe. During the year under review, exports accounted for 40.1 % of the Company's net sales as against 39.3% in FY18. 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 11,434.23 crore, as compared to Rs 9,281.46 crore during the previous year.

Total foreign exchange outflow during the year under review was Rs 973.07 crore, as against Rs 673.41 crore during the previous year.

Industrial relations

Industrial Relations with staff and workmen across all the plants, viz. Akurdi, Waluj, Chakan and Pantnagar, continued to be cordial.

The wage settlements signed for a period of 9 years for Chakan and Akurdi Plants are expiring on 31 March 2019 and 30 June 2019 respectively. The process for signing new settlements for both the plants has already been initiated and all efforts are being made to complete the process amicably in a congenial atmosphere.

With the active participation and involvement of all employees, we have been able to inculcate TPM culture for excellence and continuous improvement across all plants. Plants have received many awards during the year from Confederation of Indian Industry (Cll), Quality Circle Forum of India (QCFI) and other organisations.

Two workmen, one each from Facility Engineering - MCD and Spare Operations at Waluj plant have been declared winner of Prime Minister's 'Shram Veer' Award for the year 2017.

Various Employee Engagement activities like monthly Kaizen competitions, trekking events, sports competitions, yoga sessions, signing competitions, appreciation of meritorious students and felicitation of newly married couple are being organised to inculcate sense of belongingness amongst the employees across the plants.

Subsidiaries and joint ventures

PT. Bajaj Auto Indonesia (PT BAD Routine business operations of PT. Bajaj Auto Indonesia, a 99.25% subsidiary of Bajaj Auto, remain discontinued.

The plan for PT. Bajaj Auto Indonesia was to spearhead the development of KTM and Bajaj partnership and bring the jointly developed products into Indonesia. To take this further, all the required manufacturing, import and business licenses have been renewed. Further, studies on the product acceptability have been conducted, which look favorable.

The business model decided has been to export directly from India to local Indonesian distributor to be monitored and managed by PT. Bajaj Auto Indonesia. Further, the CKD configurations have been planned and PT. Bajaj Auto Indonesia will work with the distributors and take the responsibility of getting the KTM products in the market ensuring the right quality standards.

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 2018 has again been a record year for KTM, with highest sales in units and again 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.

During the year under review, dividend received from BAIH BV amounted to Rs 94 crore.

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 (Cll) Charters

Your Company, being a member of Cll, has adopted the following Codes/Charters:

1. Cll Code of Conduct for Affirmative Action;

2. Model Code of Conduct for Ethical Business practices;

3. Charters of Fair and Responsible Workplace Guidelines for Collaborative Employee Relations; and

4. Charters on Fair and Responsible Workplace Guidelines for Contract Labour.

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 and also on the company's website www.bajajauto.com/investors/annual-repors

Number of meetings of the Board

There were eight 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 1 34 of the Companies Act, 201 3, 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 1 43(1 2) of the Companies Act, 2013.

Declaration by independent directors

The independent directors have submitted the declaration of independence, as required pursuant to section 1 49(7) of the Companies Act, 201 3 stating that they meet the criteria of independence as provided in section 1 49(6) of the Companies Act, 201 3, as amended and Regulation 1 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations'), as amended.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations.

Directors' Remuneration Policy and criteria for matters under section 178

The Board, at its meeting held on 1 3 March 2019, has revised the commission from ? 1 50,000 to ? 250,000 payable per meeting to all non-executive directors (including independent directors) for meetings of Board and Committees thereof attended by them from 1 April 2019 onwards as member.

The salient features and changes to the Policy on directors' appointment and remuneration form a part of the 'Corporate Governance Report'. The said policy is placed on the Company's website www.bajajauto.com/investors/codes-policies

Particulars of loans, guarantees or investments

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 201 3 are detailed in the Financial Statements.

Related party transactions

No Related Party Transactions (RPTs) were entered into by the Company during the year, which attracted the provisions of section 188 of the Companies Act, 2013. There being no 'material' RPTs as defined under Regulation 23 of Listing Regulations, there are no details to be disclosed in Form AOC-2 in that regard.

During the year 2018-19, pursuant to section 1 77 of the Companies Act, 2013 and Regulation 23 of Listing Regulations, all RPTs were placed before the Audit Committee for its approval.

Pursuant to Regulation 23 of Listing Regulations, the Board, at its meeting held on 13 March 2019, has revised the policy on materiality of RPTs and on dealing with RPTs inter alia by including clear threshold limits.

The revised Policy on materiality of RPTs as approved by the Board is uploaded on the Company's website www.bajajauto.com/investors/codes-policies

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 (C5R)

Detailed information on the Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 1 35 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, Chairperson and Individual 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, chairperson 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 2019 have been disclosed as per Division II of Schedule III to the Companies Act, 201 3.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 1 33 of the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 201 5 and other relevant provisions of the Companies Act, 2013.

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, 201 3, applicable Accounting Standards and Listing Regulations, as prescribed by SEBI.

Statutory disclosures

The summary of the key financials of the Company's subsidiaries (Form AOC-1) is included in this Annual Report. A copy of the audited financial statements for each of the subsidiary companies will be made available to the members of the Company seeking such information at any point of time.

The audited financial statements for each of the subsidiary companies will be kept for inspection by any member of the Company at its registered office during business hours. The same are placed on the Company's website www.bajajauto.com

Details as required under the provisions of section 1 97(1 2) of the Companies Act, 201 3, 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 1 97(1 2) 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 2018-19 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.

During the year under review, one complaint was received from one of the employees, which was investigated and redressed by the Internal Complaints Committee formed under the aforesaid Act and closed.

There was no other case reported during the year under review under the said Policy.

Directors and Key Managerial Personnel-changes

A. Changes in Directors:

I. Cessation of Directors:

(a) Manish Kejriwal (DIN 00040055), a non-executive director of the Company, on account of his preoccupation with his business and various interests, resigned as director of the Company from the close of office hours on 31 December 2018. The Board recorded its sincere appreciation for his valuable contribution during his long association with the Company.

(b) D. S. Mehta (DIN 00038366) and P Murari (DIN 00020437) have signified their intention not to continue as an Independent Director of the Company for another term, due to their other priorities, pre-occupations and health reasons. They have ceased to be directors of the Company from the close of business hours on 31 March 2019. The Board recorded its sincere appreciation for their valuable contribution during their long association with the Company.

II. Appointment/Re-appointment of Directors:

(a) The Board at its meeting held on 24 October 2018, pursuant to the recommendation of Nomination and Remuneration Committee and subject to necessary approval of shareholders, appointed Rakesh Sharma (DIN 08262670) as additional director and Whole-time Director, with the designation as Executive Director of the Company for a period of five years with effect from 1 January 2019.

(b) The Board at its meeting held on 13 March 2019, pursuant to the recommendation of Nomination and Remuneration Committee, appointed Smt. Lila Poonawalla (DIN 00074392) and Pradip Shah (DIN 00066242) as Additional Directors and Independent Directors for a period of 5 years with effect from 1 April 201 9. Under Regulation 1 7(1 A) of Listing Regulations, consent of the Members by way of Special Resolution is sought by the Company in compliance with Regulation 1 7(1 A) of Listing Regulations, for continuance of Smt. Lila Poonawalla beyond 1 6 September 201 9 on account of her attaining the age of 75 years on that date.

(c) At the aforesaid meeting, the Board taking into account the Report of performance evaluation and the recommendation of Nomination and Remuneration Committee, re-appointed following independent directors for a second consecutive term:

Sr. No. Name of Independent Director Tenure of Second term

1. Nanoo Pamnani (DIN 00053673)* Five years w.e.f. 1 April 2019

2. DJ Balaji Rao (DIN 00025254)" Five years w.e.f. 1 April 2019

'Under Regulation 17(1 A) of Listing Regulations, consent of the Members by way of Special Resolution is sought by the Company in compliance with Regulation 17(1A) of Listing Regulations, for continuance of Nanoo Pamnani beyond 26 February 2020 on account of his attaining the age of 75 years on that date.

"Under Regulation 1 7(1 A) of Listing Regulations, consent of the Members by way of Special Resolution is sought by the Company in compliance with Regulation 1 7(1 A) of Listing Regulations, for continuance of D J Balaji Rao beyond 1 April 2019 on account of his having already attained the age of 75 years as on 1 April 2019.

Necessary details regarding their appointment and re-appointment as required under the Companies Act, 2013 and Listing Regulations, are given in the notice of annual general meeting. The aforesaid appointments are subject to approval of shareholders at the ensuing annual general meeting.

III. Retirement by Rotation:

The independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Companies Act, 2013 mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Accordingly, Sanjiv Bajaj (DIN OOOH615) and Pradeep Shrivastava (DIN 07464437), Directors, being the longest in the office amongst the directors liable to retire by rotation, retire from the Board by rotation this year and, being eligible, have offered their candidature for re-appointment.

Brief details of Sanjiv Bajaj and Pradeep Shrivastava, Directors, who are seeking re-appointment are given in the notice of annual general meeting.

B. Change in Key Managerial Personnel:

The Board at its meeting held on 1 3 March 201 9, pursuant to the recommendation of Nomination and Remuneration Committee appointed Soumen Ray as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 18 May 2019 in place of Kevin D'sa, 65 years, who after a long distinguished tenure would be ceasing as Chief Financial Officer of the Company w.e.f. closing hours of 17 May 2019.

There was no other change in the Directors and Key Managerial Personnel 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.

Details of internal financial controls with reference to the financial statements

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

Corporate governance

Pursuant to Listing Regulations, 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 2018-19. A declaration to this effect signed by the Managing Director and CEO of the Company is contained in this Annual Report.

The Managing Director and CFG have certified to the Board with regard to the financial statements and other matters as required under Regulation 1 7(8) of the Listing Regulations.

Certificate from the Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Employee stock option scheme

During the year under review, the Company has approved Bajaj Auto Employee Stock Option Scheme 2019 (BAL-ESOS 2019) of the Company. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 ('the SBEB Regulations').

Pursuant to the approval by the shareholders and in-principle approval given by the Stock Exchanges, the Company can grant upto 5,000,000 options to the eligible employees of the Company under the BAL-ESOS 2019.

Disclosures pertaining to the ESOP Scheme pursuant to the SBEB Regulations are placed on the Company's website www.bajajauto.com/investors/annual-reports

Business Responsibility Report

Regulation 34(2) of the Listing Regulations, as amended, inter alia, provides that the annual report of the top 500 listed entities based on market capitalisation (calculated as on 31 March of every financial year), shall include a Business Responsibility Report.

Since Bajaj Auto Ltd. is one of the top 500 listed entities, the Company, as in the previous years, has presented its BR Report for the year 2018-19, 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/investors/annual-reports

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 1 0 April 201 5 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 201 5. The said standards were further amended w.e.f. 1 October 201 7. The Company is in compliance with the same.

Statutory Auditor

Pursuant to the provisions of section 1 39 of the Companies Act, 2013, the members at the annual general meeting of the Company held on 20 July 2017 appointed S R B C and CO LLP (Firm Registration No. 324982E/E300003) as statutory auditors of the Company from the conclusion of Tenth annual general meeting till the conclusion of Fifteenth annual general meeting, covering one term of five consecutive years.

The statutory audit report for the year 2018-19 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has re-appointed Shyamprasad D Limaye, Practising Company Secretary (Membership No.1587, CP No. 572) to undertake the secretarial audit of the Company. Secretarial audit report for the year 2018-19 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.

In addition to the above and pursuant to SEBI Circular dated 8 February 2019, a Report on secretarial compliance by Shyamprasad D Limaye for the year ended 31 March 2019 is being submitted to stock exchanges. There are no observations, reservations or qualifications in the said Report.

On behalf of the Board of Directors,

Rahul Bajaj

Rahul Bajaj

Chairman

Pune: 17 May 2019

Annual Report on CSR activities

1. Brief outline of Company's CSR Policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programmes.

Introduction

The vision and philosophy of late Jamnalal Bajaj, the founder of Bajaj Group, guide the Corporate Social Responsibility (CSR) activities of the group. He embodied the concept of trusteeship in business and common good, and laid the foundation for ethical, value-based and transparent functioning.

Bajaj Group believes that true and full measure of growth, success and progress lies beyond balance sheets or conventional economic indices. It is best reflected in the difference that business and industry make to the lives of people.

Through its social investments, Bajaj Group addresses the needs of communities residing in the vicinity of its facilities by taking sustainable initiatives in the areas of health, education, environment conservation, infrastructure and community development, and response to natural calamities. For society, however, Bajaj is more than a corporate identity. It is a catalyst for social empowerment and the reason behind the smiles that light up a million faces.

It is this goodwill that has made us "The World's Favourite Indian"

Guiding principles

The Bajaj Group believes that social investments should:

• Benefit generations: The Company believes in 'investment in resource creation1 for use over generations. The Company tries to identify sustainable projects which will benefit the society over long periods.

• Educate for self-reliance and growth: To usher in a growth-oriented society and thereby a very strong and prosperous nation, by educating each and every Indian.

• Promote health: The Company believes good health is a pre-requisite for both education and productivity.

• Encourage for self-help: To guide and do hand holding for self-help, individually and collectively to create excellence for self and for the team.

• Be focused: The Company believes that activities should be focused around locations where it has a presence and hence can effectively guide, monitor and implement specific projects.

• Target those who need it most: Care for the sections of the society, which are socially at the lowest rung irrespective of their religion or caste or language or colour.

• Sustain natural resources: The Company encourages balanced development and ensures least adverse impact on environment - Growth with Mother Nature's blessings.

CSR Policy

A detailed CSR Policy was framed by the Company on 1 4 May 201 4, with approvals of the CSR Committee and Board of Directors. The Policy, inter alia, covers the following:

• Philosophy

• Scope

• List of CSR activities

• Modalities of execution of Projects/Programmes

• Implementation through CSR Cell

• Monitoring and Assessment of Projects/Programmes

CSR Policy gives an overview of the projects or programmes, which are undertaken by the Company from time to time.

The CSR Policy is placed on the Company's website www.bajajauto.com/pdf/csr-policy-bal.pdf

2. Composition of the CSR Committee

A Committee of the directors, titled 'Corporate Social Responsibility Committee1, which was constituted by the Board at its meeting held on 28 March 2014, has the following members:

Rahul Bajaj, Chairman Rajiv Bajaj Nanoo Pamnani Pradeep Shrivastava

During the year under review, the Committee met four times on 20 September 2018, 9 October 2018, 19 December 2018, and 22 February 2019.

3. Average net profit of the Company for last three financial years prior to 2018-19:

Rs 5,559.80 crore

4. Prescribed CSR Expenditure (2% of amount as in item No. 3: Rs 111 20 crore

5. Details of CSR spent during the financial year:

Particulars (Rs in Crore)

a. Total amount to be spent: 111.20

b. Amount spent: 112.32

c. Amount unspent, if any (a-b): Nil

d. Manner in which theamount spent/committed during the financial year: As provided in enclosed Table 1.

6. In case the Company fails to spend the 2% of the average net profit (INR) of the last three financial years, the reasons for not spending the amount shall be stated in the Board Report.-Not Applicable

In addition to what is stated above, Bajaj Group implements many CSR initiatives of substantial value through its Group Charitable Trusts operating at various locations in the country.

Major initiatives that continued and/or that were taken up anew by the Bajaj Group through such entities during the year under review are given in another detailed report, which is hosted on the Company's website www.bajajauto.com and a physical copy of this report will be made available to any shareholder on request.

7. Responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

The CSR Committee confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

Rahul Bajaj Rajiv Bajaj

Chairman of CSR Committee Managing Director and CEO

Pune: 17 May 2019

Table 1: Report on manner of expenditure for CSR during the financial year ended 31 March 2019

(Rs ln Crore)

Sr. No.

Name/details of the implementing agency

CSR project/activity identified

Sector in which the project is covered

Location of the project/ programme (Local area or state/district)

Amount/ outlay approved

Amount spent direct/ overheads during the year

Cumulative Expenditure upto 31 March 2019

 

1

Kailash Satyarthi Children's Foundation

Action for a child friendly world.

To provide assistance for creating a child-friendly world through training, building capacities and networking with NGOs in Maharashtra. It also proposes to generate new knowledge base.

Reducing inequality (iii)

Pan India

15,00

10,00

10,00

2

Grant Medical Foundation, Pune (Ruby Hall)

Supporting purchase of Digital PET machine for Department of Nuclear Medicine at Ruby Hall Clinic To setup a state-of-the-art Nuclear Medicine Department in hospital campus that will house a digital PET scanner for early diagnosis of cancer and a digital SPECT scan machine. The digital PET scan machine would be the first of its kind in the country. Also to construct the Nuclear Medicine Centre admeasuring about 6500 sq.ft. with its own resources.

Healthcare (i)

Pune

7,00

7,00

7,00

3

Jankidevi Bajaj Gram Vikas Sanstha (JBGVS)

Integrated Rural and Urban Development Project

To implement integrated rural and urban development projects in select villages and urban areas in its 5 core districts for particular projects like sanitation, E-learning etc. Apart from this, urban development activities are being carried out through Samaj Seva Kendras.

Rural Development (x)

5 Districts of Maharashtra

6,50

6,50

6,50

4

JBGVS

Maharashtra State Drought 2018

Supporting organisations working on in drought relief work The following two activities are proposed for supporting livestock: 1. Fodder Bank 2. Cattle Camps.

Rural Development (x)

Maharashtra

6,00

6,00

6,00

5

Foundation For Ecological Security, Anand

To restore water resources in water-scarce and ecologically degraded dryland regions.

Environment Sustainability (iv)

Nine districts of Rajasthan, Maharashtra, Karnataka and Andhra Pradesh

11 00

5,40

9,45

6

Indian Institute of Science Education And Research (USER), Pune

For construction of Hall of residence for girl students

Setting up Homes and Hostels for Women (iii)

Pune

50,00

5,00

45,00

7

JBGVS

Integrated rural and urban development project.

Rural Development (x)

Pune, Aurangabad, Wardha, Sikar and Udhamsingh nagar

38,10

5,00

5,00

8

Paani Foundation, Mumbai

To provide assistance to explore other environmental issues, in addition to the core Water Cup, the key to sustainability is restoring the balance of nature. Paani foundation has proposed two additional items that are given below: a) Samruddha Gaon Spardha b) Schools Programme.

Environmental Sustainability (iv)

Maharashtra

5,00

5,00

5,00

9

RTM Nagpur University

Nagpur University building and Administrative building.

Education (ii)

Nagpur

10,00

4,50

10,00

10

Abhinav Bindra Foundation Trust

Support for creating Olympic Champions and advance medical rehabilitation-cum-high performance center for sports development. To provide assistance for setting up "Center for Advanced medical rehabilitation cum high performance center for sport development". The center will undertake Athlete Development, Regular and Professional Training, as well as have facilities for Advanced and Speedy Rehabilitation.

Training to promote sports (vii)

Pune

4,50

4,35

4,35

11

Bharatiya Jain Sanghatana

Cattle Relief Camp.

For providing fodder and drinking water to 6000 animals.

Environment Sustainability (iv)

Aurangabad, Maharashtra

6,00

4,00

4,00

12

JBGVS-Udhamsingh Nagar

School Support Programme

To support school improvement by initiating various programmes i.e. i. Infrastructure Development, ii. Language Teaching and Library project, iii. Any other activity as may be agreed by school management committee.

Education (ii)

Udhamsingh Nagar, Uttarakhand

16,00

3,00

 

13

Prashanti Cancer Care Mission

Upgradation of Infrastructure-Replacement of Digital Mammography machine with new machine with advanced specifications.

Health (i)

Pune

3,00

2,80

 

14

Dilasa Sanstha

To provide assistance to improve the livelihood of farmers in a cluster of 20 villages.

Environment Sustainability (iv)

20 villages in Zari and Ralegaon blocks of Yavatmal district

5,40

2,37

2,40

15

Sri Chaitanya Seva Trust

To provide assistance for construction of new building with oncology, super specialty units etc.

Health (i)

Thane

6,00

2,00

5,00

16

Others Through Implementing agencies, such as JBGVS.BAIF Institute for Sustainable Livelihood Development, Bharatiya Yuva Shakti Trust, Teach-to-lead (teach for India), Sri Aurobindo Society etc.

For different projects, such as Water Conservation Project, promotion of livelihood, fostering entrepreneurship, sanitation, Education for slum and deprived children, tree plantation, welfare of armed forces veterans etc.

Environmental sustainability (iv), Livelihood enhancement (ii), Employment enhancing vocation skills and livelihood enhancements projects (ii), Education (ii), Health (i), welfare of armed forces veterans (vi), Rural Development Projects (x) etc.

For different locations in Maharashtra, Rajasthan, Uttarakhand and PAN-India

144,33

36,12

66,34

 

 

 

 

Total (A)

 

109.05

 

Overhead Expenses (restricted to 5% of total CSR expenditure) (B)

3.27

 

 

 

 

 

 

GRAND TOTAL (A)+(B)

112.32

 

 

 

 

 

 

Extract of Annual Return (Form MGT-9)  As on the financial year ended on 31 March 2019

[Pursuant to section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies (Management and Administration) Rules, 2014]

1. Registration and other details:

Corporate Identification Number (CIN)

L65993PN2007PLC130076

Registration Date

30 April 2007

Name of the Company

Bajaj Auto Ltd.

Category/sub-category of the Company

Public Company/Limited by shares

Address of the Registered office and contact details

Mumbai Pune Road,

Akurdi, Pune -411 035

E-mail id: [email protected]

Tel. No: (020) 2747 2851

Whether listed company

Yes (BSE and NSE)

Name, Address and contact details of the Registrar and Transfer Agent, if any.

Karvy Fintech Pvt. Ltd.

Karvy Selenium Tower B, Plot 31 ,

Gachibowli Financial District,

Nanakramguda, Hyderabad 500 032.

Contact Persons:

M. S. Madhusudhan

Mohd. Mohsinuddin

Tel No. : (040)67162222/1562

Fax No. : (040) 2300 1153

Toll Free No: 1800 345 4001

E-mail: [email protected]

Website: www.karvyfintech.com

II. Principal business activities of the Company

All the business activities contributing 10 % or more of the total turnover of the company shall be stated

Sr. No.

Name and description of main products/services

NIC Code of the product/service

% to total turnover of the Company

 

1

Manufacture of Motorcycles, three-wheelers (including parts thereof)

3091

96

III. Particulars of holding, subsidiary and associate companies

Sr. No Name of the company

CIN/GLN

Holding/Subsidiary/ Associate

% of shares held

Applicable section

 

1 PT. Bajaj Auto Indonesia

Company incorporated in Indonesia

Subsidiary

99.25

section 2(87)

Bajaj Auto International 2 Holdings BV

Company incorporated in Netherlands

Subsidiary

100.00

section 2(87)

IV. Shareholding pattern

(equity share capital breakup as percentage of total equity)

Category of shareholders

No. of shares held at the beginning of the year as on 1 April 2018

% of total shares

No. of shares held at the end of the year as on 31 March 2019

% change during the year

Demat

Physical

Total

Demat

Physical

Total

% of total shares

A. Promoters

 

 

 

 

 

 

 

 

(1) Indian

 

 

 

 

 

 

 

 

a) Individual/HUF

12,486,990

-

12,486,990

4,32

12,558,990

-

12,558,990

4,34

0,02

b) Central Govt

-

-

-

-

-

-

-

-

c) State Govt(s)

-

-

-

-

-

-

-

-

d) Bodies Corp,

130,170,992

-

130,170,992

44,98

135,546,042

-

135,546,042

46,84

1,86

e) Banks/FI

-

-

-

-

-

-

-

-

f) Any other

-

-

-

-

-

-

-

-

Sub-Total (A) (1)

12.657.982

-

142.657.982

49.30

148,105,032

-

148,105,032

51.18

1,88

(2) Foreign

 

 

 

 

 

 

 

 

 

a) NRIs-lndividual

-

-

-

-

-

-

-

-

-

b) Others-Individuals

-

-

-

-

-

-

-

-

-

c) Bodies Corporate

-

-

-

-

-

-

-

-

-

d) Banks/FI

-

-

-

-

-

-

-

-

-

e) Any Other

-

-

-

-

-

-

-

-

-

Sub-Total (A) (2)

-

-

-

-

-

-

-

-

-

Total shareholding of Promoter (A)=(A)(1)+(A)(2)

142.657.982

-

142.657.982

49.30

148,105,032

-

148,105,032

51.18

1,88

 

 

 

 

 

 

 

 

 

 

B. Public Shareholding

 

 

 

 

 

 

 

 

 

(1) Institutions

 

 

 

 

 

 

 

 

a) Mutual Funds

6,281,978

850

6,282,828

2,17

6,281,716

850

6,282,566

2,17

(0,00)

b) Banks/FI

265,734

19,890

285,624

0,10

320,090

19,890

339,980

0,12

0,02

c) Central Govt

-

 

 

-

 

 

-

 

 

d) State Govt(s)

-

 

 

-

 

 

-

 

 

e) Venture Capital Funds

 

-

-

 

-

-

 

-

-

f) Insurance Companies

18,059,728

600

18,060,328

6,24

14,686,261

600

14,686,861

5,08

(1,17)

g) Flls/FPIs

49,767,619

2,300

49,769,919

17,20

45,252,114

2,300

45,254,414

15,64

(1,56)

h) Foreign Venture Capital Funds

 

 

-

 

-

-

 

-

-

i) Alternate nvestment Fund

 

-

-

 

37,698

-

37,698

0,01

0,01

j) Qualified nstitutional Buyer

 

 

-

 

4

-

4

-

-

k) Others (specify)

 

 

-

 

-

-

 

-

-

Sub-total (B)(1)

74,375,059

23.640

74,398,699

25.71

66,577,883

23,640

66,601,523

23.02

(2.69)

(2) Non-Institutions

 

 

 

 

 

 

 

 

 

a) Bodies Corp,

 

 

 

 

 

 

 

 

 

i) Indian

20,423,945

835,780

21,259,725

7,35

20,836,158

835,780

21,671,938

7,49

0,14

i) Overseas

 

 

-

 

 

-

 

-

 

b) Individuals

 

-

-

 

-

-

 

-

 

i) Individual shareholders holding nominal share capital upto Rs 1 lakh

12,371,558

1,113,027

13,484,585

4,66

13,455,429

801,545

14,256,974

4,93

0,27

i Individual shareholders holding nominal share capital in Rs 1 lakh

15,735,167

16,394,809

32,129,976

11,10

15,122,790

15,881,832

31,004,622

10,71

(0,39)

c) Others (specify)

 

 

 

 

 

 

 

 

 

NBFC Registered with RBI

6,551

-

6 551

0,00

1 551

-

1,551

0,00

 

i) Non Resident ndians

1,069,937

23,530

1,093,467

0,38

1,390,149

20,230

1,410,379

0,49

0,11

i) Overseas Corporate Bodies

 

225

225

0,00

 

225

225

0,00

 

iii) Foreign Nationals

HO

-

140

0,00

175

 

175

0,00

0,00

iv) Clearing Members

198,975

-

198 975

0,07

1,671,351

-

1,671,351

0,58

0,51

v) Trusts

4,057,453

-

4,057,453

1,40

4,540,217

-

4,540,217

1,57

0,17

vi) Foreign Bodies-DR

24,600

-

24,600

0,01

24,600

-

24,600

0,01

-

vii) IEPF

54,642

-

54,642

0,02

78,433

-

78,433

0,03

0,01

Sub-total (B)(2)

53.942.9i8

18,367,371

72,310,339

24.99

57,120,853

17,539,612

74,660,465

25.80

0.81

Total Public Shareholding (B)=(B)(1) + (B)(2)

128,318,027

18,391,011

146.709.038

50.70

123,698,736

17,563,252

141,261,988

48.82

(1.88)

Grand Total (A+B)

270,976,009

18,391,011

289,367,020

100.00

271,803,768

17,563,252

289,367,020

100.00

-

 

 

 

 

 

 

 

 

 

 

ii) Shareholding of promoters and promoter group:

Sr. No.

Shareholder's name

Shareholding at the beginning of the year as on 1 April 2018

Shareholding at the end of the year as on 31 March 2019

% change in shareholding during the year

No. of shares

% of total shares of the company

% of shares pledged/ encumbered to total shares

No. of shares

% of total shares of the company

% of shares pledged/ encumbered to total shares

 

1

Late Anant Bajaj*

41 ,464

0,01

 

41,464

0,01

-

-

2

Deepa Bajaj

21,150

0,01

 

21,150

0,01

-

-

3

Geetika Bajaj

600

0,00

 

600

0,00

-

-

4

Kiran Bajaj

118,050

0,04

 

118,050

0,04

-

-

5

Kriti Bajaj

398,820

0,14

 

398,820

0,14

-

-

6

Kumud Bajaj

595,118

0,21

 

595,118

0,21

-

-

7

Madhur Bajaj

1,674,532

0,58

 

1,674,532

0,58

-

-

8

Minal Bajaj

953,950

0,33

 

1,025,950

0,35

-

0,02

9

Neelima Bajaj Swamy

661,438

0,23

 

661,438

0,23

-

-

10

Nimisha Jaipuria

389,770

0,13

 

389,770

0,13

-

-

11

Niraj Bajaj

663,022

0,23

 

663,022

0,23

-

-

12

Niravnayan Bajaj

901,056

0,31

 

901,056

0,31

-

-

13

Pooja Bajaj

149,500

0,05

 

149,500

0,05

-

-

14

Rahulkumar Bajaj

2,780,570

0,96

 

2,780,570

0,96

-

-

15

Rajivnayan Bajaj

761,000

0,26

 

767,500

0,27

-

0,01

16

Rishabnayan Bajaj

17,000

0,01

 

10,500

0,00

-

(0,01)

17

Sanjali Bajaj

25,450

0,01

 

59,308

0,02

-

0,01

I 0

Sanjivnayan Bajaj

632,198

0,22

 

514,724

0,18

-

(0,04)

19

Shefali Bajaj

20,000

0,01

 

61,308

0,02

-

0,01

20

Shekhar Bajaj

7,220

0,00

 

7,220

0,00

-

-

21

Siddhantnayan Bajaj

15,000

0,01

 

57,308

0,02

-

0,01

22

Suman Jain

1,047,008

0,36

 

1,047,008

0,36

-

-

23

Sunaina Kejrwal

613,074

0,21

 

613,074

0,21

-

-

24

Bachhraj And Company Pvt, Ltd,

3,711,756

1,28

 

3,639,756

1,26

-

(0,02)

25

Bachhra] Factories Pvt, Ltd

1,961,174

0,68

 

1,961,174

0,68

-

-

26

Bajaj Allianz Life Insurance Company Ltd

125,000

0,04

 

125,000

0,04

-

-

27

Bajaj Finance Ltd

150

0,00

 

150

0,00

-

-

28

Bajaj Holdings & nvestment Ltd,™

91,280,000

31,54

 

96,727,050

33,43

-

1,89

29

Bajaj Sevashram Pvt, Ltd

4,462,720

1,54

 

4,462,720

1,54

-

-

30

Baroda Industries Pvt, Ltd,

1,670,802

0,58

 

1,670,802

0,58

-

-

31

Hercules Hoists Ltd,

182,590

0,06

 

182,590

0,06

-

-

32

The Hindustan Housing Company Ltd

20,800

0,01

 

20,800

0,01

-

-

33

Jamnalal Sons Pvt, Ltd

25,844,400

8 93

 

25,844,400

8,93

-

-

34

Kamalnayan Investment and Trading Pvt, Ltd,

132,200

0,05

 

132,200

0,05

-

-

35

Madhur Securities Pvt, Ltd

79,400

0,03

 

79,400

0,03

-

-

36

Niraj Holdings Pvt, Ltd,

19,600

0,01

 

19,600

0,01

-

-

37

Rahul Securities Pvt, Ltd,

270,600

0,09

 

270,600

0,09

-

-

38

Rupa Eguities Pvt, Ltd

286,800

0,10

 

286 800

0,10

-

-

39

Sanraj Nayan Investments Pvt, Ltd,

60,000

0,02

 

60,000

0,02

-

-

40

Shekhar Holdings Pvt, Ltd,

63,000

0,02

 

63,000

0,02

-

-

 

Total

142.657.982

(9.30

-

148,105,032

51.18

-

1.88

Note: Includes shares held in other capacities, as applicable

* Anant Bajaj, part of the promoter group expired on 10 August 2018. 41,464 shares (0.01%) held by him are in the process of transmission. ** Includes 615,142 shares (0.21%) purchased by BHIL on 28 March 2019 which got credited to its demat account on 2 April 2019

iii) Change in Promoters' and promoter group shareholding

Sr. No.

Particulars

Shareholding at the beginning of the year (As on 1 April 2018)

Cumulative shareholding during the year

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

 

At the beginning of the year 1 April 2018

142,657,982

49.30

 

 

Date-wise lncrease/(decrease)

 

1

Bajaj Holdings and Investment Ltd.

 

 

 

 

 

1 5/02/2019-Market Purchase

980,684

0.34

143,638,666

49.64

 

22/02/2019-Market Purchase

479,614

0.17

144,118,280

49.80

 

01/03/2019-Market Purchase

2,022

0.00

144,120,302

49.81

 

08/03/2019-Market Purchase

993,188

0.34

145,113,490

50.15

 

15/03/2019-Market Purchase

624,437

0.22

145,737,927

50.36

 

22/03/2019-Market Purchase

813,105

0.28

146,551,032

50.65

 

28/03/2019-Market Purchase

615,142

0.21

147,166,174

50.86

 

29/03/2019-Market Purchase

938,858

0.32

148,105,032

51.18

 

2

Rajivnayan Bajaj

 

 

 

 

 

24/08/2018-Purchase

6,500

0.00

148,111,532

51.18

 

3

Sanjivnayan Bajaj

 

 

 

 

 

08/02/2019 -Gift Given

(117,474)

(0.04)

147,994,058

51.14

 

4

Sanjali Bajaj

 

 

 

 

 

08/02/2019 -Gift Received

33,858

0.01

148,027,916

51.16

 

5

Shefali Bajaj

 

 

 

 

 

08/02/2019 -Gift Received

41,308

0.01

148,069,224

51.17

 

6

Rishabnayan Bajaj

 

 

 

 

 

17/08/2018-Sale

(6,500)

(0.00)

148,062,724

51.17

 

7

Siddhantnayan Bajaj

 

 

 

 

 

08/02/2019 -Gift Received

42,308

0.01

148,105,032

51.18

 

8

Minal Bajaj

 

 

 

 

 

12/04/2018-Market Purchase

72,000

0.02

148,177,032

51.21

 

9

Bachhraj and Company Pvt. Ltd.

 

 

 

 

 

12/04/2018-Market Sale

(72,000)

(0.02)

148,105,032

51.18

 

 

At the end of the year 31 March 2019

 

 

148,105,032

51.18

iv) Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRs and ADRs)

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No. Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

1 Life Insurance Corporation of India

At the beginning of the year 1 April 2018

17,200,152

5.94

 

 

Date-wise lncrease/(decrease)

06-04-2018-Sale

(230,338)

(0.08)

16,969,814

5.86

13-04-2018-Sale

(442,835)

(0.15)

16,526,979

5.71

20-04-2018-Sale

(326,827)

(0.11)

16,200,152

5.60

11-05-2018-Sale

(193,354)

(0.07)

16,006,798

5.53

18-05-2018-Sale

(127,915)

(0.04)

15,878,883

5.49

25-05-2018-Sale

(73,637)

(0.03)

15,805,246

5.46

01-06-2018-Sale

(84,581)

(0.03)

15,720,665

5.43

08-06-2018-Sale

(704,306)

(0.24)

15,016,359

5.19

15-06-2018-Sale

(695,911)

(0.24)

14,320,448

4.95

22-06-2018-Sale

(1,023,497)

(0.35)

13,296,951

4.60

29-06-2018-Sale

(302,612)

(0.10)

12,994,339

4.49

06-07-2018-Sale

(270,246)

(0.09)

12,724,093

4.40

13-07-2018-Sale

(787,702)

(0.27)

11,936,391

4.13

20-07-2018-Sale

(664,598)

(0.23)

11,271,793

3.90

27-07-2018-Sale

(83,670)

(0.03)

11,188,123

3.87

03-08-2018-Purchase

1,000

0.00

11,189,123

3.87

10-08-2018-Purchase

1,340

0.00

11,190,463

3.87

17-08-2018-Purchase

200

0.00

11,190,663

3.87

31-08-2018-Purchase

800

0.00

11,191,463

3.87

18-01 -2019-Purchase

158,057

0.05

11,349,520

3.92

25-01-2019-Purchase

159,905

0.06

11,509,425

3.98

01-02-2019-Purchase

287,693

0.10

11,797,118

4.08

08-02-2019-Purchase

131,558

0.05

11,928,676

4.12

15-02-2019-Purchase

166,823

0.06

12,095,499

4.18

22-02-2019-Purchase

184,480

0.06

12,279,979

4.24

01-03-2019-Purchase

242,689

0.08

12,522,668

4.33

08-03-2019-Purchase

260,524

0.09

12,783,192

4.42

15-03-2019-Purchase

250,045

0.09

13,033,237

4.50

22-03-2019-Purchase

140,277

0.05

13,173,514

4.55

29-03-2019-Purchase

255,815

0.09

13,429,329

4.64

At the end of the year 31 March 2019

 

 

13,429,329

4.64

iv) Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRs and ADRs) (Contd.)

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No. Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

2 Jaya Hind Industries Ltd.

At the beginning of the year 1 April 2018

9,498,070

3.28

 

 

Date-wise lncrease/(decrease)

24-10-2018 Amalgamation

200,290

0.07

9,698,360

3.35

At the end of the year 31 March 2019

 

 

9,698,360

3.35

 

3 Maharashtra Scooters Ltd.

At the beginning and at the end of the year-No change during the year ended 31 March 2019

6,774,072

2.34

6,774,072

2.34

 

4 Government Pension Fund Global

At the beginning of the year 1 April 2018

4,280,545

1.48

 

 

Date-wise lncrease/(decrease)

08-06-2018-Sale

(78,743)

(0.03)

4,201,802

1.45

15-06-2018-Sale

(42,880)

(0.01)

4,158,922

1.44

22-06-2018-Purchase

468,833

0.16

4,627,755

1.60

29-06-2018-Sale

(261)

(0.00)

4,627,494

1.60

06-07-2018-Sale

(82,700)

(0.03)

4,544,794

1.57

13-07-2018-Purchase

35,481

0.01

4,580,275

1.58

27-07-2018-Sale

(29,037)

(0.01)

4,551,238

1.57

31-08-2018-Sale

(100,000)

(0.03)

4,451,238

1.54

07-09-2018-Sale

(41,690)

(0.01)

4,409,548

1.52

12-10-2018-Sale

(19,000)

(0.01)

4,390,548

1.52

19-10-2018-Sale

(86,914)

(0.03)

4,303,634

1.49

26-10-2018-Sale

(50,000)

(0.02)

4,253,634

1.47

02-11-2018-Sale

(91,906)

(0.03)

4,161,728

1.44

09-11-2018-Sale

(36,524)

(0.01)

4,125,204

1.43

16-11-2018-Sale

(117,743)

(0.04)

4,007,461

1.38

01 -03-2019-Purchase

126,342

0.04

4,133,803

1.43

At the end of the year 31 March 2019

 

 

4,133,803

1.43

iv) Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRs and ADRs) (Contd.)

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No. Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

5 Niraj Bajaj (as trustee of Yamuna Trust)

At the beginning and at the end of the year-No change during the year ended 31 March 2019

3,659,916

1.26

3,659,916

1.26

 

6 SBI-ETF SENSEX

At the beginning of the year 1 April 2018

1,566,571

0.54

 

 

Date-wise lncrease/(decrease)

06-04-2018-Purchase

14,112

0.00

1,580,683

0.55

06-04-2018-Sale

(82,698)

(0.03)

1,497,985

0.52

13-04-2018-Purchase

3,735

0.00

1,501,720

0.52

20-04-2018-Purchase

11,931

0.00

1,513,651

0.52

27-04-2018-Purchase

14,690

0.01

1,528,341

0.53

04-05-2018-Purchase

10,760

0.00

1,539,101

0.53

11-05-2018-Purchase

14,678

0.01

1,553,779

0.54

18-05-2018-Purchase

14,621

0.01

1,568,400

0.54

25-05-2018-Purchase

9,769

0.00

1,578,169

0.55

01-06-2018-Purchase

10,612

0.00

1,588,781

0.55

08-06-2018-Purchase

15,832

0.01

1,604,613

0.55

15-06-2018-Purchase

9,056

0.00

1,613,669

0.56

22-06-2018-Purchase

6,573

0.00

1,620,242

0.56

22-06-2018-Sale

(1,398)

(0.00)

1,618,844

0.56

29-06-2018-Purchase

9,267

0.00

1,628,111

0.56

29-06-2018-Sale

(1,175)

(0.00)

1,626,936

0.56

06-07-2018-Purchase

10,102

0.00

1,637,038

0.57

13-07-2018-Purchase

11,400

0.00

1,648,438

0.57

13-07-2018-Sale

(163)

(0.00)

1,648,275

0.57

20-07-2018-Purchase

9,308

0.00

1,657,583

0.57

27-07-2018-Purchase

9,313

0.00

1,666,896

0.58

27-07-2018-Sale

(18)

(0.00)

1,666,878

0.58

03-08-2018-Purchase

4,864

0.00

1,671,742

0.58

03-08-2018-Sale

(226)

(0.00)

1,671,516

0.58

10-08-2018-Purchase

12,788

0.00

1,684,304

0.58

17-08-2018-Purchase

4,515

0.00

1,688,819

0.58

24-08-2018-Purchase

12,125

0.00

1,700,944

0.59

31-08-2018-Purchase

22,569

0.01

1,723,513

0.60

31-08-2018-Sale

(124)

(0.00)

1,723,389

0.60

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No. Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

07-09-2018-Purchase

18,107

0.01

1,741,496

0.60

07-09-2018-Sale

(13)

(0.00)

1,741,483

0.60

14-09-2018-Purchase

338,137

0.12

2,079,620

0.72

14-09-2018-Sale

(383)

(0.00)

2,079,237

0.72

21-09-2018-Purchase

91,695

0.03

2,170,932

0.75

28-09-2018-Purchase

11

0.00

2,170,943

0.75

28-09-2018-Sale

(3,437)

(0.00)

2,167,506

0.75

05-10-2018-Purchase

319,777

0.11

2,487,283

0.86

12-10-2018-Purchase

105,780

0.04

2,593,063

0.90

19-10-2018-Purchase

7,181

0.00

2,600,244

0.90

26-10-2018-Purchase

52,211

0.02

2,652,455

0.92

02-11-2018-Purchase

14,071

0.00

2,666,526

0.92

02-11 -2018-Sale

(1)

(0.00)

2,666,525

0.92

09-11-2018-Purchase

8,850

0.00

2,675,375

0.92

16-11-2018-Purchase

14,602

0.01

2,689,977

0.93

16-11-2018-Sale

(119)

(0.00)

2,689,858

0.93

23-11-2018-Purchase

8,424

0.00

2,698,282

0.93

30-11-2018-Purchase

6,590

0.00

2,704,872

0.93

07-12-2018-Purchase

808

0.00

2,705,680

0.94

07-12-2018-Sale

(1,985)

(0.00)

2,703,695

0.93

14-12-2018-Purchase

5,131

0.00

2,708,826

0.94

14-12-2018-Sale

(10,652)

(0.00)

2,698,174

0.93

21-12-2018-Purchase

9,783

0.00

2,707,957

0.94

21-12-2018-Sale

(1,412)

(0.00)

2,706,545

0.94

28-12-2018-Purchase

5,626

0.00

2,712,171

0.94

28-12-2018-Sale

(4,989)

(0.00)

2,707,182

0.94

31-12-2018-Purchase

6,614

0.00

2,713,796

0.94

04-01 -2019-Purchase

20,583

0.01

2,734,379

0.94

04-01 -2019-Sale

(63)

(0.00)

2,734,316

0.94

11-01-2019-Purchase

24,919

0.01

2,759,235

0.95

11-01-2019-Sale

(197)

(0.00)

2,759,038

0.95

18-01-2019-Purchase

18,104

0.01

2,777,142

0.96

18-01 -2019-Sale

(65)

(0.00)

2,777,077

0.96

25-01-2019-Purchase

19,785

0.01

2,796,862

0.97

25-01-2019-Sale

(18)

(0.00)

2,796,844

0.97

01-02-2019-Purchase

21,014

0.01

2,817,858

0.97

08-02-2019-Purchase

18,332

0.01

2,836,190

0.98

15-02-2019-Purchase

11,494

0.00

2,847,684

0.98

15-02-2019-Sale

(35)

(0.00)

2,847,649

0.98

                 

iv) Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRs and ADRs) (Contd.)

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No. Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

22-02-2019-Purchase

8,746

0.00

2,856,395

0.99

22-02-2019-Sale

(164)

(0.00)

2,856,231

0.99

01 -03-2019-Purchase

7,575

0.00

2,863,806

0.99

01 -03-2019-Sale

(32,543)

(0.01)

2,831,263

0.98

08-03-2019-Purchase

6,506

0.00

2,837,769

0.98

08-03-2019-Sale

(32,383)

(0.01)

2,805,386

0.97

15-03-2019-Purchase

8,876

0.00

2,814,262

0.97

15-03-2019-Sale

(369,196)

(0.13)

2,445,066

0.84

22-03-2019-Purchase

21,230

0.01

2,466,296

0.85

22-03-2019-Sale

(31)

(0.00)

2,466,265

0.85

29-03-2019-Purchase

6,074

0.00

2,472,339

0.85

29-03-2019-Sale

(288,085)

(0.10)

2,184,254

0.75

At the end of the year 31 March 2019

 

 

2,184,254

0.75

 

7 Niraj Bajaj (as trustee of Narmada Trust)

At the beginning and at the end of the year-No change during the year ended 31 March 2019

2,184,150

0.75

2,184,150

0.75

 

8 Lazard Emerging Markets Equity Portfolio

At the beginning of the year 1 April 2018

2,552,965

0.88

 

 

Date-wise Increase/decrease)

20-04-2018-Sale

(53,723)

(0.02)

2,499,242

0.86

01-06-2018-Sale

(36,556)

(0.01)

2,462,686

0.85

22-06-2018-Sale

(88,789)

(0.03)

2,373,897

0.82

31-08-2018-Sale

(98,241)

(0.03)

2,275,656

0.79

05-10-2018-Sale

(71,069)

(0.02)

2,204,587

0.76

21-12-2018-Sale

(79,714)

(0.03)

2,124,873

0.73

29-03-2019-Sale

(15,115)

(0.01)

2,109,758

0.73

At the end of the year 31 March 2019

 

 

2,109,758

0.73

 

9 Amansa Holdings Pvt. Ltd.

At the beginning of the year 1 April 2018

_

_

 

 

Date-wise Increase/decrease)

24-08-2018-Purchase

312,606

0.11

312,606

0.11

31-08-2018-Purchase

171,487

0.06

484,093

0.17

07-09-2018-Purchase

202,755

0.07

686,848

0.24

14-09-2018-Purchase

34,263

0.01

721,111

0.25

28-09-2018-Purchase

377,067

0.13

1,098,178

0.38

05-10-2018-Purchase

27,219

0.01

1,125,397

0.39

12-10-2018-Purchase

436,313

0.15

1,561,710

0.54

26-10-2018-Purchase

95,500

0.03

1,657,210

0.57

02-11-2018-Purchase

101,430

0.04

1,758,640

0.61

01-02-2019-Purchase

181,979

0.06

1,940,619

0.67

08-02-2019-Purchase

7,093

0.00

1,947,712

0.67

At the end of the year 31 March 2019

 

 

1,947,712

0.67

 

 

 

 

 

10 Tata Mutual Fund-Tata Equity P/E Fund

 

 

 

 

At the beginning of the year 1 April 2018

559,587

0.19

 

 

Date-wise lncrease/(decrease)

 

 

 

 

06-04-2018-Purchase

27,100

0.01

586,687

0.20

06-04-2018-Sale

(5)

(0.00)

586,682

0.20

13-04-2018-Purchase

45,000

0.02

631,682

0.22

20-04-2018-Purchase

2,000

0.00

633,682

0.22

27-04-2018-Purchase

90,000

0.03

723,682

0.25

04-05-2018-Purchase

20,000

0.01

743,682

0.26

04-05-2018-Sale

(4)

(0.00)

743,678

0.26

11-05-2018-Purchase

31,500

0.01

775,178

0.27

18-05-2018-Purchase

30,000

0.01

805,178

0.28

25-05-2018-Purchase

76,311

0.03

881,489

0.30

01-06-2018-Purchase

20,000

0.01

901,489

0.31

08-06-2018-Sale

(45,500)

(0.02)

855,989

0.30

15-06-2018-Purchase

73,000

0.03

928,989

0.32

22-06-2018-Purchase

4

0.00

928,993

0.32

29-06-2018-Purchase

55,504

0.02

984,497

0.34

06-07-2018-Sale

(5)

(0.00)

984,492

0.34

13-07-2018-Purchase

305,500

0.11

1,289,992

0.45

13-07-2018-Sale

(90,000)

(0.03)

1,199,992

0.41

20-07-2018-Purchase

85,005

0.03

1,284,997

0.44

27-07-2018-Purchase

173,000

0.06

1,457,997

0.50

27-07-2018-Sale

(2,300)

(0.00)

1,455,697

0.50

03-08-2018-Purchase

109,011

0.04

1,564,708

0.54

03-08-2018-Sale

(3)

(0.00)

1,564,705

0.54

10-08-2018-Sale

(2,654)

(0.00)

1,562,051

0.54

31 -08-2018-Purchase

117,000

0.04

1,679,051

0.58

07-09-2018-Purchase

42,003

0.01

1,721,054

0.59

14-09-2018-Purchase

90,000

0.03

1,811,054

0.63

14-09-2018-Sale

(9)

(0.00)

1,811,045

0.63

21 -09-2018-Purchase

4

0.00

1,811,049

0.63

28-09-2018-Purchase

8

0.00

1,811,057

0.63

05-10-2018-Purchase

50,006

0.02

1,861,063

0.64

12-10-2018-Purchase

15,000

0.01

1,876,063

0.65

19-10-2018-Purchase

11

0.00

1,876,074

0.65

26-10-2018-Purchase

95

0.00

1,876,169

0.65

02-11-2018-Purchase

15,043

0.01

1,891,212

0.65

30-11-2018-Purchase

50,000

0.02

1,941,212

0.67

07-12-2018-Purchase

150,012

0.05

2,091,224

0.72

14-12-2018-Purchase

33,195

0.01

2,124,419

0.73

21 -12-2018-Purchase

35,000

0.01

2,159,419

0.75

28-12-2018-Purchase

6

0.00

2,159,425

0.75

04-01-2019-Sale

(18)

(0.00)

2,159,407

0.75

11-01-2019-Sale

(3)

(0.00)

2,159,404

0.75

25-01-2019-Purchase

7,000

0.00

2,166,404

0.75

01 -02-2019-Purchase

10

0.00

2,166,414

0.75

15-02-2019-Sale

(22)

(0.00)

2,166,392

0.75

01-03-2019-Purchase

1,648

0.00

2,168,040

0.75

08-03-2019-Purchase

4

0.00

2,168,044

0.75

15-03-2019-Sale

(250,773)

(0.09)

1,917,271

0.66

22-03-2019-Sale

(23)

(0.00)

1,917,248

0.66

29-03-2019-Purchase

765

0.00

1,918,013

0.66

29-03-2019-Sale

(80,000)

(0.03)

1,838,013

0.64

At the end of the year 31 March 2019

 

 

1,838,013

0.64

 

 

 

 

 

v) Shareholding of directors and key managerial personnel:

Sr. No Particulars

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares

% of total shares

No. of shares

% of total shares

1 Rahul Bajaj

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

2,780,570

0.96

2,780,570

0.96

 

2 Madhur Bajaj

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

1,674,532

0.58

1,674,532

0.58

 

3 Rajiv Bajaj

 

 

 

 

At the beginning of the year 1-04-2018

761,000

0.26

 

 

24-08-2018 Purchase

6,500

0.00

 

 

At the end of the year 31-3-2019

767,500

0.27

767,500

0.27

 

4 Sanjiv Bajaj

 

 

 

 

At the beginning of the year 1-04-2018

632,198

0.22

 

 

08-02-2019 Sale

(117,474)

(0.04)

 

 

At the end of the year 31-3-2019

514,724

0.18

514,724

0.18

 

5 D S Mehta

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

9,980

0.00

9,980

0.00

 

6 Shekhar Bajaj

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

7,220

0.00

7,220

0.00

 

7 Niraj Bajaj

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

663,022

0.23

663,022

0.23

 

8 Pradeep Shrivastava

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

75

0.00

75

0.00

 

9 Dr. Naushad Forbes

 

 

 

 

At the beginning of the year 1-04-2018

-

-

 

 

06-09-2018 Purchase

3,500

0.00

 

 

At the end of the year 31-3-2019

3,500

0.00

3,500

0.00

10 Kevin D'sa (CFO)

 

 

 

 

At the beginning of the year 1-04-2018

3,620

0.00

 

 

23-05-2018 Market Purchase

500

0.00

 

 

26-07-2018 Market Purchase

500

0.00

 

 

At the end of the year 31-3-2019

4,620

0.00

4,620

0.00

Note: (1) Shareholding of all the other Directors-NIL.

(2) Dr. J Sridhar (Company Secretary) does not hold any shares in the company in his name as a sole/first holder.

V. Indebtedness

Indebtedness of the Company including outstanding/accrued but not due for payment

(In Rs)

Sr. No.

Particulars

Secured loans excluding deposits

Unsecured loans

Deposits

Total indebtedness

A

Indebtedness at the beginning of the financial year

 

 

 

 

 

i Principal Amount

-

1,207,659,001

-

1,207,659,001

 

ii Interest due but not paid

-

-

-

-

 

iiil Interest accrued but not due

_

_

_

_

 

Total (i+ii+iii)

-

1,207,659,001

-

1,207,659,001

B

Change in Indebtedness during the financial year

 

 

 

 

 

* Addition

-

37,564,483

-

37,564,483

* Reduction

-

-

-

-

 

Net Change

-

37,564,483

-

37,564,483

C

Indebtedness at the end of the financial year 31 March 2018

 

 

 

 

 

i Principal Amount

-

1,245,223,484

-

1,245,223,484

 

ii Interest due but not paid

-

-

-

-

 

ill Interest accrued but not due

_

_

_

_

 

Total (i+ii+iii)

-

1,245,223,484

-

1,245,223,484

VI. Remuneration of the directors and key managerial personnel

A. Remuneration to Managing Director (MD), whole-time directors (WTD) and/or manager

(In Rs)

Sr. No.

Particulars of remuneration

Rajiv Bajaj (MD)

Rahul Bajaj (Chairman)

Pradeep Shrivastava (ED)

Rakesh Sharma (ED)

Total amount

1

Gross Salary

 

 

 

 

 

 

a. Salary as per provisions contained insertion 17(1)of the Income-tax Act, 1961

71,678,875

23,437,500

60,224,281

49,685,841

205,026,497

 

b. Value of perquisites undersection17(2)of Income-tax Act, 1961

37,123,435

18,399,604

2,569,389

2,064,093

60,156,521

 

c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961

.

.

.

.

.

2

Stock Option

-

-

-

-

-

0

Sweat Equity

-

-

-

-

-

4

Commission

 

 

 

 

-

 

- as % of profit

-

-

-

-

-

 

- others

200,169,000

67,500,000

-

-

267,669,000

5

Others, please specify

 

 

 

 

-

 

Contribution to PF etc.

14,130,730

4,885,597

3,745,779

3,039,701

25,801,807

 

Total (A)

323,102,040

114,222,701

66.539.449

54,789,635

558,653,825

 

Ceiling as per the Act

 

 

 

 

6,760,700,000

Notes: Salary and perquisites include all elements of remuneration i.e. salary, allowances and benefits. No bonus, pension and performance linked incentive is paid to any of the directors, except Pradeep Shrivastava, Executive Director. The Company has not issued any stock option to any of the directors. The term of Managing Director/whole-time Directors does not exceed five years.

Appointment of Managing Director/whole-time Director is governed by a service contract for a period of five years and notice period is of ninety days and is in compliance with the applicable provision of the companies Act, 2013.

B. Remuneration to other directors

(In Rs)

Sr. No.

Name

Fee for attending Board/ Committee meetings

Commission

Others, please Specify

Total

1

Independent Directors

 

 

 

 

 

1. D S Mehta

400,000

600,000

-

1,000,000

 

2. D J Balaji Rao

1,800,000

2,700,000

-

4,500,000

 

3. Nanoo Pamnani

1,300,000

4,950,000

-

6,250,000

 

4. P Murari

400,000

600,000

-

1,000,000

 

5. Dr. Gita Piramal

1,700,000

2,550,000

-

4,250,000

 

6. Dr. Naushad Forbes

1,500,000

2,250,000

-

3,750,000

 

7. Dr. Omkar Goswami

800,000

1,200,000

-

2,000,000

 

8. Anami N. Roy

800,000

1,200,000

-

2,000,000

 

TOTAL (B)(1)

8,700,000

16,050,000

-

24,750,000

2

Other Non-executive Directors

 

 

 

 

 

1. Sanjiv Bajaj

800,000

1,200,000

-

2,000,000

 

2. Shekhar Bajaj

600,000

900,000

-

1,500,000

 

3. Manish Kejriwal

400,000

600,000

-

1,000,000

 

4. Niraj Bajaj

800,000

1,200,000

-

2,000,000

 

5. Madhur Bajaj

800,000

1,200,000

-

2,000,000

 

TOTAL (B)(2)

3,400,000

5,100,000

-

8,500,000

 

TOTAL (B)(1) + (B)(2)

12,100,000

21,150,000

-

33,250,000

 

Overall Ceiling as per the Act

7,436,800,000

 

 

 

Note: Overall ceiling as per Act is not applicable to Sitting fees paid to non-executive directors.

C. Remuneration to key managerial personnel other than MD/Manager/WTD

(In Rs)

Sr. No.

Particulars of remuneration

Dr. J Sridhar (CS)

Kevin D'sa (CFO)

 

1

Gross Salary

 

 

 

a. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

15,283,498

34,164,954

 

b. Value of perquisites under section 17(2) of Income-tax Act, 1961

596,835

1,425,639

 

c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-

-

2

Stock Option

-

-

3

Sweat Equity

-

-

4

Commission

 

 

 

as % of profit

-

-

 

others

-

-

5

Others, please specify

 

 

 

Contribution to PF etc.

1,077,516

1,934,557

 

Total

16,957,849

37,525,150

VII. Penalties/punishment/compounding of offences:

During the year 2018-19, there were no penalties/punishment/compounding of offences under the Companies Act, 2013.

Annexure to Directors' Report

Remuneration Details under Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) for the year ended 31 March 2019

Sr. No.

Name of Director/KMP

Ratio of Remuneration of director to Median Remuneration of employees

% increase in the financial year

 

(A)

Whole-time directors/Managerial Personnel

 

 

 

Rahul Bajaj-Chairman

174.92

(1.37)

 

Rajiv Bajaj-Managing Director and CEO

494.80

14.08

 

Pradeep Shrivastava-Executive Director

101.90

57.96

 

Rakesh Sharma-Executive Director 1

83.90

NA

 

Whole-time Directors in aggregate

 

26.63

(B)

Non-executive directors2

 

 

 

Madhur Bajaj

1.84

0.00

 

Sanjiv Bajaj

1.84

0.00

 

D S Mehta

0.92

(33 33)

 

Shekhar Bajaj

1.38

(14.29)

 

D J Balaji Rao

4.13

20.00

 

Nanoo Pamnani3

7.58

35.62

 

Manish Kejriwal 4

0.92

(42.86)

 

P Murari

0.92

33 33

 

Niraj Bajaj

1.84

0.00

 

Dr. Gita Piramal

3.91

13.33

 

Dr. Naushad Forbes

3.45

66.67

 

Dr. Omkar Goswami

1.84

0.00

 

Anami N. Roy

1.84

33 33

 

(C)

Key Managerial Personnel

 

 

 

Rajiv Bajaj, Managing Director and CEO

 

14.08

 

Kevin D'sa, CFO

 

41.91

 

Dr. J Sridhar, Company Secretary

 

20.56

(D)

Remuneration of Median Employee (other than whole-time directors)

1.24

(E)

Permanent employees as on 31 March 20 195: 8,064

1. Rakesh Sharma was appointed w.e.f. 1 January 2019. Figures regarding % increase in his case are therefore not comparable/not applicable.

2. (a) Remuneration payable to non-executive directors is based on the number of meetings of the board and its committees attended by them as members during the year, (b) Remuneration to directors for the above purposes does not include sitting fees paid to them for attending board/committee meetings.

3. As approved by the Board, Nanoo Pamnani is being paid an additional commission of Rs 30 lakh, for certain additional services rendered by him during the year, at the request of the management.

4. Manish Kejriwal, non-executive director on the Board, ceased to be director w.e.f. 31 December 2018 after office hours. Figures regarding % increase in his case are therefore not comparable/not applicable.

5. The term 'Permanent Employees' does not include trainees, probationers and contract employees.

Notes on Disclosures under Rule 5

1. In FY 2018-19, the remuneration of median employee other than whoie-time directors increased by 1.24% over the previous year.

2. Increase in the remuneration of the WTDs/Manageriai Personnel, which in the aggregate was 26.63% during the year under review, was given, keeping in view the trends of remuneration in industry.

3. The remuneration paid as above was as per the Remuneration Poiicy of the Company.

Secretarial Audit Report (Form MR-3)

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

For the financial year ended 31 March 2019.

To,

The Members,

Bajaj Auto Ltd.

(CIN: L65993PN2007PLC130076) Mumbai-Pune Road, Akurdi, Pune 411 035.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bajaj Auto Ltd., (hereinafter called as The Company1). The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2019, complied with the applicable statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2019, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 CSCRA) and the Rules made thereunder;

(iii) The Depositories Act, 1 996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1 999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1 992 ('SEBI Act1) to the extent applicable:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 201 5, as amended;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 201 4;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and share transfer agents) Regulations, 1 993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5, as amended.

(vi) Motor Vehicles Act, 1 988 to the extent of product certification before production and from time to time primarily in respect of vehicles manufactured by the Company.

I have also examined compliance with the applicable clauses of the following:-

(i) Secretarial Standards pursuant to section 118(1 0) of the Act, issued by the Institute of Company Secretaries of India.

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5, as amended.

During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that the Board of Directors of the Company is duly constituted with proper balance of executive directors, non-executive directors and independent directors including one woman director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings including Committees thereof, along with agenda and detailed notes on agenda at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors. The decisions were carried unanimously.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there was no other event/action having major bearing on the affairs of the Company.

 

Shyamprasad D Limaye

Pune: 17 May 2019

PCS No. 1587 CP No. 572

Independent Auditors' Report on compliance with the conditions of Corporate Governance

[As per provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To the Members of Bajaj Auto Ltd.

Mumbai-Pune Road, Akurdi, Pune-411035.

1. The Corporate Governance Report prepared by Bajaj Auto Limited (hereinafter the "Company"), contains details as required by the provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations") (Applicable criteria1) with respect to Corporate Governance for the year ended March 31, 2019. This report is required by the Company to be annexed with the Directors' Report, in terms of Para E of Schedule V to the aforesaid Listing Regulations, for further being sent to the Shareholders of the Company.

Management's Responsibility

2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate Governance Report.

3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India.

Auditors' Responsibility

4. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form of an opinion whether the Company has complied with the specific requirements of the Listing Regulations referred to in paragraph 3 above.

5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the Institute of Chartered Accountants of India ("ICAI"). The Guidance Note on Reports or Certificates for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.

6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

7. The procedures selected depend on the auditor's judgement, including the assessment of the risks associated in compliance of the Corporate Governance Report with the applicable criteria. Summary of key procedures performed include:

i. Reading and understanding of the information prepared by the Company and included in its Corporate Governance Report;

ii. Obtained and verified that the composition of the Board of Directors w.r.t executive and nonexecutive directors has been met throughout the reporting period;

iii. Obtained and read the Directors Register as on 31 March 2019 and verified that at least one woman director was on the Board during the year;

iv. Obtained and read the minutes of the following committee meetings held between 1 April 2018 to 31 March 2019:

(a) Board of Directors meetings;

(b) Audit Committee meetings;

(c) Annual General meeting;

(d) Nomination and Remuneration Committee meetings;

(e) Stakeholders Relationship Committee meeting;

(f) Independent directors meeting;

(g) Duplicate Share Certificate Issuance Committee meeting; and (h) Risk Management Committee meeting;

v. Obtained necessary representations and declarations from directors of the Company including the independent directors; and vi. Performed necessary inquiries with the management and also obtained necessary specific representations from Management.

The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance Report on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole.

Opinion

8 Based on the procedures performed by us as referred in paragraph 7 above, and according to the information and explanations given to us, that we are of the opinion that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations, as applicable for the year ended 31 March 2019, referred to in paragraph 1 above.

Other matters and Restriction on Use

9. This report 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.

1 0. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its obligations under the Listing Regulations with reference to compliance with the relevant regulations of Corporate Governance and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

For S R B C and CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

 

per Arvind Sethi

Partner

Membership Number: 89802

UDIN: 19089802AAAAAG1769

 

Pune: 17 May 2019

Declaration by Chief Executive Officer (MD)

[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

I, Rajiv Bajaj, Managing Director and CEO of Bajaj Auto Ltd. hereby declare that all the members of Board of Directors and Senior Management have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management of the Company.

Rajiv Bajaj

Managing Director and CEO

Rune: 17 May 2019

Certificate by practising company secretary

[Pursuant to Schedule V read with Regulation 34(3) of the SEBI Listing Regulations (as amended)]

In the matter of Bajaj Auto Ltd. (CIN: L65993PN2007PLC1 30076) having its registered Office at Mumbai-Pune Road, Akurdi, Pune-411035.

On the basis of examination of the books, minute books, forms and returns filed and other records maintained by the Company and declarations made by the directors and explanations given by the Company, I certify that the following persons are Directors of the Company (during 1 April 2018 to 31 March 2019) and none of them have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

Sr. No.

Name of Director

DIN

Designation

 

 

1

Rahulkumar Kamalnayan Bajaj

00014529

Executive Chairman

2

Madhurkumar Ramkrishnaji Bajaj

00014593

Non-Executive Vice Chairman

3

Rajivnayan Rahulkumar Bajaj

00018262

Managing Director

4

Sanjivnayan Rahulkumar Bajaj

00014615

Non-Executive Director

5

Dhirajlal Shantilal Mehta

00038366

Independent Director

6

Shekhar Bajaj

00089358

Non-Executive Director

7

Balaji Rao Jagannathrao Doveton

00025254

Independent Director

8

Nanoo Gobindram Pamnani

00053673

Independent Director

9

Murari Pejavar

00020437

Independent Director

10

Nirajkumar Ramkrishnaji Bajaj

00028261

Non-Executive Director

11

Dr. Gita Piramal

01080602

Independent Director

12

Pradeep Shrivastava

07464437

Executive Director

13

Dr. Naushad Darius Forbes

00630825

Independent Director

14

Dr. Omkar Goswami

00004258

Independent Director

15

Anami N Roy

01361110

Independent Director

16

Rakesh Sharma

08262670

Executive Director

 

Pune: 17 May 2019

 

Shyamprasad D. Limaye

PCS. 1587C.P.No. 572

 


Mar 31, 2018

The Directors present their Eleventh Annual report and Audited Financial Statements for the year ended 31 March 2018.

Financial results

The financial results of the Company are elaborated in the Management Discussion and Analysis Report.

The highlights of the Financial Results are as under:

Sales in Numbers

FY2018

FY2017

Motorcycles

3,369,334

3,219,932

Commercial vehicles

637,457

446,018

Total

4,006,791

3,665,950

Of which Exports

1,662,577

1,411,333

Particulars

FY2018

(RS, In Crore) FY2017

Total

revenue

26,910.51

24,310.00

Total

expenses

21,095.94

18,974.37

Profit before exceptional items and tax

5,814.57

5,335.63

Exceptional items

32.00

-

Profit before tax

5,782.57

5,335.63

Tax expense

1,714.47

1,508.07

Profit for the year

4,068.10

3,827.56

Earnings per share (H)

140.6

132.3

Closing balances in reserve/other equity

(RS, In Crore)

Particulars

FY2018

FY2017

General reserve

4,453.60

4,046.60

Retained earnings

14,321.65

12,562.56

Cash flow hedging reserve

79.72

200.27

Costs of hedging reserve

(40.48)

(64.67)

Total

18,814.49

16,744.76

Note: Detailed movement of above reserves can be seen in ''Statement of Changes in Equity1

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of H 60 per equity share, (600%) for the year ended 31 March 2018.

The amount of dividend and the tax thereon aggregate to RS, 2,093.08 crore.

For the year ended 31 March 2017, the dividend paid was RS, 55 per share of RS, 10 each (550%) and the total dividend and the tax thereon to the extent applicable aggregated to RS, 1,915.51 crore.

Share capital

The paid up equity share capital as on 31 March 2018 was RS, 289.37 crore. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

Operations

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

Capacity expansion and new projects

The Company''s current installed capacity is 6.24 million units per annum.

As regards the Company''s much awaited Quadricycle - QUTE, the product is ready for launch and the Company awaits requisite approvals for sale in the domestic market.

1,605 (nos.) of Qute were sold in various international markets during the year 2017-18.

Research and Development and technology absorption

A) Products

Many new products were launched during the year under review. Detailed information on the new products is covered in the Management Discussion and Analysis Report.

B) Process

R&D has been working on improving its operations in a number of areas as listed below:

- Manpower: R&D has been expanding its team size in areas of design, analysis and validation in order to keep up with the rapidly expanding aspirations of the Company.

- Facilities: R&D continued to enhance its design, computing, prototype manufacturing and validation facilities. A number of new test facilities and prototyping facilities were added.

C) Technology

As in the past, new and improved technology has been introduced during the year under review and the detailed information on the same is covered in the Management Discussion and Analysis Report.

D) Outgo

The expenditure on research and development during 2017-18 and in the previous year was:

Particulars

FY2018

FY2017

i. Capital (including technical know-how)

38.58

35.26

ii. Recurring

334.11

332.38

Total

372.69

367.64

iii. Total research and development expenditure as a percentage of sales

1.48%

1.62%

Conservation of energy

Company continues its efforts to reduce and optimize the energy consumption at all its manufacturing facilities, including corporate office at Pune.

Significant reduction in energy consumption has been achieved by:

A) Electrical energy

- Use of energy efficient LED lighting for street lights, shops and offices.

- Provision of energy efficient pumps for ETP/STP pumps, water supply and fire systems.

- Replacing conventional AHU units with energy efficient AHU units.

- Optimizing compressed air pressure by use of portable small compressors on holidays.

- Use of HVLS (High volume and Low speed) fans for fixed load reduction of air circulators.

- Use of Mid Frequency DC Welding Machine in place of AC Welding Machine for Seam Welding Process.

- Use of active filters for harmonic suppression to reduce energy loss.

- Reduction in energy consumption by providing inverter drives with pressure transmitter for hydraulic and coolant systems.

- Reduction in hidden loss by providing on-line loss measurement system for transformer.

- Optimization of processes and operational control.

B) Water

- Installation of second stage RO (Reverse Osmosis) at paint shop.

- Re-use of treated water for processes like cooling towers, central coolant systems, de-sludge pool and incinerator, compressor cooling tower and AHU, etc.

- Rain water harvesting with Ground Recharge.

- Replacement of underground hydrant and water pipeline with above ground level pipeline to arrest water leakages.

- Use of one touch water taps in canteen and wash rooms.

C) LPG/propane

- Weight reduction of hangers in paint shop to reduce heat losses.

- Thermal imaging/audit for ovens in paint shop and countermeasure.

- Burner efficiency improvement through efficient burners.

- Recovering heat from the process and using for other process.

- Up gradation of furnace insulation to reduce heat losses.

- Providing teflon coated grills, which are easily washable by high-pressure water jet.

- 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

- Use of solar energy through Roof Top Solar Power System.

Akurdi Total Capacity - 1220 KWp

Chakan Total Capacity - 2000 KWp

- 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 table below:

Description

% Reduction w.r.t. previous year FY2018 FY2017

Electricity consumption

3.60 1.98

Water consumption

5.53 18.73

LPG/PNG consumption

2.37 8.80

Investment/savings

Description

FY2018

FY2017

Investment for energy conservation activities

2.90

3.34

Recurring savings achieved through above activities

2.47

2.18

Sr.

No.

Details

1

BAL Waluj Plant clinched National Energy Management Trophy 2017 for ''Excellent Energy Efficient Unit'' by Confederation of Indian Industry.

2

BAL Chakan and Pantnagar plants received ISO 14001 Certification for upgraded standard ISO 14001:2015 from ISO 14001:2008.

International Business

Bajaj Auto''s 14% growth in motorcycles and 39% in commercial vehicles means that it remains by far, India''s No.1 exporter of two and three wheelers. It exports to over 70 countries, including Latin America, Africa, South Asia, Middle East, Asia Pacific and Europe. During the year under review, exports accounted for 39.3% of the Company''s net sales as against 36.9% in FY2017.

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 H 9,281.46 crore, as compared to H 7,336.49 crore during the previous year.

Total foreign exchange outflow during the year under review was RS, 673.41 crore, as against RS, 697.92 crore during the previous year.

Industrial relations

Industrial relations with staff and workmen across all the plants, viz. Akurdi, Waluj, Chakan and Pantnagar, continued to be cordial.

During the year, wage settlement has been signed at Waluj Plant on 23 February 2018 for a period of three and half years from 1 February 2018 to 31 July 2021, on expiry of earlier settlement on 31 January 2018.

Similarly, the wage review process for the period from 1 April 2016 to 31 March 2019 has also been completed for Akurdi and Chakan plants by signing MoUs with the Union on 23 February 2018.

With the active participation and involvement of employees, the Company has been able to inculcate TPM culture for excellence and continuous improvement across all plants. Plants have received many Awards during the year from bodies, such as Confederation of Indian Industry (CII), Quality Circle Forum of India (QCFI) and Indian Institution of Industrial Engineering (IIIE).

Chakan Plant received the Gold Award in Safety Improvements and Safety Skit Competition and Bronze Award in Safety Poster Competition organized by QCFI - Pune Chapter. Chakan Team also won the Certificate of Merit for its efforts in energy conservation in automobile in the National Energy Conservation Award competition organized by the Ministry of Power, Government of India.

The teams from Chakan Plant also received first and second prizes for Kaizen for improving productivity in Crank Case cell by ''MUDA'' elimination and Kaizen for colour change loss time reduction at the ninth and tenth CII TPM Competitions organized at Delhi and Chennai respectively.

Pantnagar Plant received Gold, Silver and Excellence Awards in the TPM Circle Competition organized by QCFI at Rudrapur and Mysore. The Plant team also got first prize for Office TPM pillar presentation competition organized by CII at Chennai.

One workman from Engine Assembly (Commercial Vehicle) Waluj has received ''Kamgar Bhushan Puraskar'' and two workmen from Final Assembly (Commercial Vehicle) have been awarded ''Gunwant Kamgar Puraskar'' from Maharashtra Kamgar Kalyan Mandal, Mumbai.

Six workmen from Waluj Plant have received Prime Minister''s ''Shram Bhushan'',''Shram Vir'' and ''Shram Shree'' Awards at the hands of Vice President of India in New Delhi on 26 February 2018 for the years 2012, 2013 and 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.

During the year under review, in order to bring the capital of PT. Bajaj Auto Indonesia in line with its true net worth, PT. Bajaj Auto Indonesia with concurrence of Bajaj Auto Ltd. undertook the reduction of its share capital by writing down the par value of share from USD 100 per equity share to USD 3 per equity share.

Consequently, the total paid-up share capital of PT. Bajaj Auto Indonesia got reduced from $ 41,500,000 to $1,245,000, without actual repatriation of funds from Indonesia.

Necessary approvals from the regulators in Indonesia and from Reserve Bank of India have been received.

The plan for PT. Bajaj Auto Indonesia is to spearhead the development of KTM and Bajaj partnership and bring the jointly developed products into Indonesia. To take this further, all the required manufacturing, import and business licences have been renewed. Further, studies on the product acceptability have been conducted, which look favorable.

In addition, CKD configurations have been created and the process of seeking clearances for these configurations has started. The Company plans to kick off the business operations for PT. Bajaj Auto Indonesia in the current year with the CKD production 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 2017 has again been a record year for KTM, with highest sales in units and again 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.

During the year, dividend received from BAIH BV amounted to RS, 135 crore.

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

Your Company, being a member of CII, has adopted the following Codes/Charters:

1. CII Code of Conduct for Affirmative Action;

2. Model Code of Conduct for Ethical Business practices;

3. Charters of Fair and Responsible Workplace Guidelines for Collaborative Employee Relations; and

4. Charters on Fair and Responsible Workplace Guidelines for Contract Labour.

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 eight 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 2017-18, 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, Chairperson and Individual 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, Chairperson 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 2018 have been disclosed as per Division ll of Schedule III to the Companies Act, 2013.

Indian Accounting Standards, 2015

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, as amended from time to time and other relevant provisions of the Act.

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.

Statutory disclosures

The summary of the key financials of the Company''s subsidiaries (Form AOC-1) is included in this Annual Report. A copy of the audited financial statements for each of the subsidiary companies will be made available to the members of the Company seeking such information at any point of time.

The audited financial statements for each of the subsidiary companies will be kept for inspection by any member of the Company at its registered office during business hours. The same are placed on the Company''s website www.bajajauto.com

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report.

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors'' Report, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

A Cash Flow Statement for the year 2017-18 is attached to the Balance Sheet.

Pursuant to the legislation ''The Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013'', the Company has a Policy on Prevention of Sexual Harassment at Workplace. During the year under review, one complaint was received from one of the employees, which was investigated and redressed by the Internal Complaints Committee formed under the aforesaid Act and closed.

There was no other case reported during the year under review under the said Policy.

Directors and Key Managerial Personnel-changes

As informed last year, Kantikumar R Podar and J N Godrej, independent directors, resigned from the Board w.e.f. 15 March 2017 and 10 April 2017 respectively. In their place, the Board at its meeting held on 18 May 2017 appointed Dr. Naushad Forbes and Dr. Omkar Goswami as additional directors in the category of non-executive, independent directors for a period of five years commencing from 18 May 2017. The members at the Tenth annual general meeting held on 20 July 2017 have approved the appointment of Dr. Naushad Forbes and Dr. Omkar Goswami, as independent directors.

The directors regret to inform about the sad demise of Naresh Chandra, an independent director of the Company on 9 July 2017. The directors record their very 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, Anami Roy was appointed as an additional director in the category of non-executive, independent director of the Company, with effect from 14 September 2017, at the meeting of the Board held on 14 September 2017. The members are requested to approve his appointment in the ensuing annual general meeting.

In light of the provisions of the Companies Act, 2013, Niraj Bajaj and Manish Kejriwal 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.

Details of internal financial controls with reference to the financial statements

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

Corporate governance

Pursuant to SEBI Listing Regulations, 2015, a separate chapter titled ''Corporate Governance'' has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2017-18. 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 2017-18, 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 said standards were further amended w.e.f. 1 October 2017. The Company is in compliance with the same.

Auditors

Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 20 July 2017 appointed S R B C & CO LLP (Firm Registration No. 324982E/E300003) as statutory auditors of the Company from the conclusion of Tenth Annual General Meeting till the conclusion of Fifteenth Annual General Meeting, covering one term of five consecutive years, subject to ratification by the members at each intervening Annual General Meeting.

In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7 May 2018, ratification of auditors'' appointment is no longer required.

However, as required under section 142 of the Companies Act, 2013, a proposal is put up for approval of members for authorizing the Board of Directors of the Company to fix Auditors'' remuneration for the year 2018-19 and thereafter. The members are requested to approve the same.

The statutory audit report for the year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made 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 2017-18 issued by him in the prescribed form MR-3 is annexed to this Report.

The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

On behalf of the Board of Directors,

Rahul Bajaj

Chairman

Pune: 18 May 2018


Mar 31, 2017

The Directors present their Tenth Annual report and Audited Financial Statements for the year ended 31 March 2017.

Financial results

The financial results of the Company are elaborated in the Management Discussion and Analysis Report.

The highlights of the Financial Results are as under:

Sales in Numbers

FY2017

FY2016

Two-wheelers

3,219,932

3,358,252

Three-wheelers Quadricycle

446,018

535,329

Total

3,665,950

3,893,581

Of which Exports

1,411,333

1,739,629

Particulars

FY2017

(RS, In Crore)

FY2016

Total income

24,310.00

24,956.79

Total expenses

18,974.37

19,409.47

Profit before tax

5,335.63

5,547.32

Tax expense

1,508.07

1,617.65

Profit for the year

3,827.56

3,929.67

Earnings per share (H)

132.3

135.8

Closing balances in reserve/other equity

(RS, In Crore)

Particulars

FY2017

FY2016

General reserve

4,046.60

3,663.60

Retained earnings

12,562.56

9,305.17

Cash flow hedging reserve

200.27

23.86

Costs of hedging reserve

(64.67)

(15.45)

Total

16,744.76

12,977.18

Note: Detailed movement of above reserves can be seen in ''Statement of Changes in Equity''

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of 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.

Share capital

The paid up equity share capital as on 31 March 2017 was RS, 289.37 crore. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

Operations

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

Capacity expansion and new projects

The Company''s current installed capacity is 6.06 million units per annum.

As regards our Quadricycle - QUTE, the product is ready for launch and the Company awaits requisite approvals for sale in the domestic market.

The Qute was sold in various international markets during the year 2016-17.

Research and Development and technology absorption

A) Products

Many new products have been launched during the year under review. Detailed information on the new products is covered in the Management Discussion and Analysis Report.

B) Process

R&D has been working on improving its operations in a number of areas as listed below:

- Manpower: R&D has been expanding its team size in areas of design, analysis and validation in order to keep up with the rapidly expanding aspirations of the Company.

- Facilities: R&D continued to enhance its design, computing, prototype manufacturing and validation facilities. A number of new test facilities and prototyping facilities were added.

C) Technology

As in the past, new and improved technology has been introduced during the year under review and the detailed information on the same is covered in the Management Discussion and Analysis Report.

D) Outgo

The expenditure on research and development during 2016-17 and in the previous year was:

(RS,In Crore)

Particulars

FY2017

FY2016

i. Capital (including technical know-how)

35.26

52.82

ii. Recurring

332.38

282.34

Total

367.64

335.16

iii. Total research and development expenditure as a percentage of sales 1.62% 1.43%

Conservation of energy

The company continues its efforts to reduce and optimize the energy consumption at all its manufacturing facilities, including the corporate office at Pune.

Significant reduction in energy consumption has been achieved by:

A) Electrical energy

- Elimination of compressors for pneumatically operated 132 kv circuit breakers; by modifying circuit breakers to spring mechanism.

- 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.

B) Water

- Rain water harvesting.

- Re-use of treated water for processes like cooling towers, central coolant systems, de-sludge pool and incinerator, compressor cooling tower and AHU, etc.

- Replacing rusty underground hydrant and raw water pipeline with above ground level pipeline to arrest water leakages.

- Installation of second stage reverse osmosis at paint shop.

C) LPG/propane

- Thermal imaging/audit for ovens in paint shop and countermeasure.

- Weight reduction of job fixtures in heat treatment.

- Burner efficiency improvement through efficient burners.

- Upgrade of furnace insulation to reduce heat losses.

- Providing magnetic resonator in gas train pipeline to increase combustion efficiency.

- Usage of low temperature chemicals for pre-treatment process.

D) 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 :

Description

% Reduction w.r.t. previous year FY2017 FY2016

Electricity consumption

1.98 5.96

Water consumption

18.73 16.99

LPG/PNG consumption

8.80 15.65

Investment/savings

(HIn Crore)

Description

FY2017

FY2016

Investment for energy conservation activities

3.34

3.76

Recurring savings achieved through above activities

2.18

2.52

Awards and Accolades

Sr.

No.

Details

1 National Energy Management Award 2016 for ''Excellent Energy Efficient Unit'' by CII to Waluj Plant.

2

National Award for Excellence in Water Management 2016 by CII to Waluj Plant.

3

BAL Chakan received ''Certificate of Merit'' Award in National Energy Conservation Award, by Bureau of Energy Efficiency.

4

BAL Chakan received ISO 14001 Certification for upgraded standard (2015).

International Business

Bajaj Auto continues to be India''s No. 1 exporter of motorcycles and three-wheelers. It exports to 78 countries in Latin America, Africa, South Asia, Middle East and Asia Pacific regions. During the year under review, exports accounted for 36.9% of the Company''s net sales. Detailed information on the International Business is given in the Management Discussion and Analysis Report.

Foreign exchange earnings and outgo

The Company continued to be a net foreign exchange earner during the year.

Total foreign exchange earned by the Company during the year under review was RS, 7,336.49 crore, compared to RS, 9,404.68 crore during the previous year.

Total foreign exchange outflow during the year under review was RS, 697.92 crore, as against RS, 774.90 crore during the previous year.

Industrial relations

Industrial relations with staff and workmen across all the plants, viz. Akurdi, Waluj, Chakan and Pantnagar, continued to be cordial.

During the year, a wage settlement has been signed at Pantnagar on 1 August 2016 for a period of three and half years from 1 June 2016 to 30 November 2019, on expiry of the earlier settlement on 31 May 2016.

For the Akurdi and Chakan plants, periodic wage reviews are due with effect from 1 April 2016, as per the terms of the respective wage settlements signed for a period of 9 years, in the year 2010.

In view of the financial difficulties faced by the workmen, an interim wage raise has been given to all Chakan workmen in October 2016, with effect from 1 April 2016.

The existing settlement at Akurdi Plant has been terminated in November 2016. The wage review process will commence on receipt of a fresh charter of demands from the Union.

With active participation and involvement of employees, the Company has been able to inculcate TPM culture for excellence and continuous improvement across all plants. The plants have received many Awards during the year from Confederation of Indian Industry (CII), Quality Circle Forum of India (QCFI), Indian Institution of Industrial Engineering (IIIE) and National Convention Quality Circle (NCQC).

Waluj Motorcycle Division (MCD) received Gold Awards in QC Circle competitions 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.

Statutory disclosures

The summary of the key financials of the Company''s subsidiaries (Form AOC-1) is included in this Annual Report. A copy of the audited financial statements for each of the subsidiary companies will be made available to the members of the Company seeking such information at any point of time.

The audited financial statements for each of the subsidiary companies will be kept for inspection by any member of the Company at its registered office during business hours. The same are placed on the Company''s website www.bajajauto.com

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this Report.

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors'' Report, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

A Cash Flow Statement for the year 2016-17 is attached to the Balance Sheet.

Pursuant to the legislation ''The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013'', the Company has a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

Directors and Key Managerial Personnel-changes

The Board at its meeting held on 16 March 2016 appointed Pradeep Shrivastava, as an additional director and whole-time director with the designation of Executive Director for a period of five years commencing from 1 April 2016. The members at the Ninth annual general meeting have approved the appointment of Pradeep Shrivastava, as a whole-time director with the designation of Executive Director.

During the year under review, Madhur Bajaj, whole-time director and Vice Chairman of the Company informed the Board that due to certain commitments and other pre-occupations, he would be unable to continue as a whole-time director of the Company and that he be relieved of the responsibilities as a whole-time director of the Company with effect from 1 April 2017. He, however, informed that he would be willing to continue as a non-executive director and Vice Chairman of the Company and that his services will continue to be available to the Company on various matters as and when required.

The Board, at its meeting held on 15 March 2017, at the recommendation of the Nomination and Remuneration Committee, approved the change in status of Madhur Bajaj from that of Executive Vice Chairman to Non-Executive Vice Chairman with effect from 1 April 2017. The Board placed on record its appreciation of the long and conscientious service rendered by Madhur Bajaj as an Executive Vice Chairman of the Company.

Kantikumar R Podar, an independent director of the Company, after his long distinguished tenure on the Board of the Company (including erstwhile BAL) since 19 August 1983, due to his health condition, tendered his letter of resignation to take effect from 15 March 2017. The Board placed on record its sincere appreciation of the valuable services rendered by him during his long tenure. In his place, pursuant to section 149 and regulation 17 (1) (b) read with regulation 25 (6) of SEBI Listing Regulations, 2015, Dr. Naushad Forbes was appointed as an additional director in the category of non-executive, independent director of the Company, with effect from 18 May 2017, at the meeting of the Board held on 18 May 2017.

J N Godrej, an independent director of the Company, after his distinguished tenure of nearly two decades on the Board of the Company (including erstwhile Bajaj Auto), tendered his letter of resignation to take effect from 10 April 2017. The Board placed on record its sincere appreciation of the valuable services rendered by him during his long tenure. In his place, pursuant to section 149 and regulation 17 (1) (b) read with regulation 25 (6) of the SEBI Listing Regulations, 2015, Dr. Omkar Goswami was appointed as an additional director in the category of non-executive, independent director of the Company, with effect from 18 May 2017, at the meeting of the Board held on 18 May 2017.

In light of the provisions of the Companies Act, 2013, Madhur Bajaj and Shekhar Bajaj retire from the Board by rotation this year and being eligible, offer themselves for re-appointment. The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 in case of re-appointment of the directors is provided in the Notice of the ensuing annual general meeting.

There was no other change in the directors and KMP during the year under review.

Detailed information on the directors is provided in the Corporate Governance Report.

Significant and material orders passed by the regulators or courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Global Depository Receipts (GDRs)

During the year under review, the Company terminated its GDR programme w.e.f 1 February 2017. Detailed information about the same is given in the annexed General Shareholder Information.

Details of internal financial controls with reference to the financial statements

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance, along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

Corporate governance

Pursuant to SEBI Listing Regulations, 2015, a separate chapter titled ''Corporate Governance'' has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2016-17. A declaration to this effect signed by the Managing Director (CEO) of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17 (8) of the SEBI Listing Regulations, 2015.

Certificate from the Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Business Responsibility Report

Regulation 34(2) of the SEBI Listing Regulations, 2015, as amended, inter alia, provides that the annual report of the top 500 listed entities based on market 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.

Auditors

Statutory Auditor

The current auditors, viz. Dalal & Shah LLP, Chartered Accountants (Firm Registration No. 102021W/W100110) were last re-appointed by the members at their annual general meeting held on 17 July 2014 to hold the office of auditor from the conclusion of the Seventh annual general meeting till the conclusion of this Tenth annual general meeting.

As per the provisions of section 139 of the Companies Act, 2013, no listed company shall appoint an audit firm as auditors for more than two terms of five consecutive years. The Act also provided for an additional transition period of three years from the commencement of the Act i.e. 1 April 2014.

The current auditors had completed a period of seven years at the commencement of the said Act and hence on their completing the additional transition period of three years provided under the Act, the term of the current auditors expires at the conclusion of the ensuing annual general meeting.

The Board of Directors at its meeting held on 18 May 2017, based on the recommendation of the Audit Committee has recommended the appointment of S R B C & Co LLP, Chartered Accountants, (Firm Registration No. 324982E/E300003) as the statutory auditors of the Company for approval by the members.

S R B C & Co LLP, Chartered Accountants have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under section 141(3) (g) of the Act and that they are not disqualified to be appointed as statutory auditors in terms of section 143 of the Act.

S R B C & Co LLP, Chartered Accountants will be appointed as the statutory auditors of the Company from the conclusion of the ensuing annual general meeting till the conclusion of the Fifteenth annual general meeting, subject to ratification of their appointment by the members at every intervening annual general meeting on a remuneration, out-of-pocket expenses etc., incurred in connection with the audit as may be decided by the Board in consultation with the auditors from year to year.

The members are therefore requested to appoint S R B C & Co LLP, Chartered Accountants, as statutory auditors of the Company for a term of five years from the conclusion of the ensuing annual general meeting till the conclusion of the Fifteenth annual general meeting, to be scheduled in 2022, subject to ratification at each annual general meeting and to fix their remuneration for the year 2017-18.

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made 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,

Chairman

Pune: 18 May 2017


Mar 31, 2015

Dear Members,

The directors present their Eighth Annual Report and audited financial statements for the year ended 31 March 2015.

Financial results

The financial results of the Company are elaborated in the Management Discussion and Analysis Report.

The highlights of the Financial Results are as under:

Sales in numbers FY 2015 FY 2014

Motorcycles 3,292,084 3,422,403

Three-wheelers 519,117 447,674

Total 3,811,201 3,870,077

Of which exports 1,806,078 1,583,935

(Rs. In Crore)

Particulars FY 2015 FY 2014

Total revenue 22,194.43 20,855.92

Total expenses 17,769.35 16,223.87

Profit before exceptional items and tax 4,425.08 4,632.05

Exceptional items 340.29 -

Profit before tax 4,084.79 4,632.05

Tax expense 1,271.05 1,390.10

Profit after tax 2,813.74 3,241.95

Profit for the year 2,813.74 3,243.32

Transfer to General reserve 282.00 325.00

Proposed dividend (inclusive of dividend tax) 1,734.57 1,692.73

Provision of dividend tax for previous year written back - (4.60)

Balance carried to Balance Sheet 797.17 1,230.19

Earnings per share (D) 97.2 112.1

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of B 50 per share, (500%) for the year ended 31 March 2015. The amount of dividend and the tax thereon aggregate to B 1,734.57 crore.

Dividend paid for the year ended 31 March 2014 was also B 50 per share (500%). The amount of dividend and the tax thereon aggregated to B 1,692.73 crore.

Share capital

The paid up equity share capital as on 31 March 2015 was B 289.37 crore.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year.

The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

Operations

Detailed information on the operations of the Company 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. The Company plans to increase the installed capacity to around 6.12 million units per annum by March 2016.

As regards our quadricycle - RE 60, the product is ready for launch. Detailed information on the same is provided in the Management Discussion and Analysis Report.

Research and Development and technology absorption

A) Products

Many new products have been launched during the year under review. Detailed information on the new products is covered in the Management Discussion and Analysis Report.

B) Process

R&D has been working on improving its operations in a number of areas as listed below:

- Manpower: R&D has been expanding its team size in areas of design, analysis and validation in order to keep up with the rapidly expanding aspirations of the Company.

- Facilities: R&D continued to enhance its design, computing, proto-type manufacturing and validation facilities. Such enhancement efforts have enabled R&D to develop durable and refined products. A number of new test facilities and proto typing facilities were added.

C) Technology

- ABS on Pulsar RS 200 - As the best balance for cost and safety, the vehicle has front wheel ABS that offers safe braking with good vehicle stability. It also controls the rear wheel lift-up behavior, which is associated with emergency front wheel braking. This augments and supplements the race sports nature of the vehicle.

- EVAP systems for KTM offerings for USA and China markets - This system conforms to the evaporative emission norms of US EPA. The evaporative emission from fuel tank is controlled through use of charcoal canisters to absorb the fuel vapours from escaping into the atmosphere, and an electronically controlled purge valves to purge the absorbed vapour back into the intake system of the engine.

D) Outgo

The expenditure on research and development during 2014-15 and in the previous year was:-

(Rs. In Crore)

Particulars FY 2015 FY 2014

i. Capital (including technical know-how) 139.73 87.11

ii. Recurring 221.68 189.68

Total 361.41 276.79

iii. Total research and development expenditure as a % of sales, net of excise duty 1.71 % 1.40 %

Conservation of energy

Company continues its efforts to reduce and optimise the energy consumption at all manufacturing facilities, including corporate office at Pune. Significant reduction in energy consumption has been achieved as set out below:

A) Electrical Energy

- Installing and running variable speed NIRVAN screw air compressors at compressor houses at Waluj.

- Use of air pressure boosters for high pressure application in paint shops/robots at Waluj.

- Installation of chillers with scroll compressor in paint shop at Waluj.

- Arresting compressed air leakages through audits and countermeasures.

- Auto shut off-hydraulic, coolant, conveyor motors, fume extractors in machine shop.

- Installing air handling unit for plant 2 engine assembly in place of air conditioning system at Pantnagar.

- Use of transparent sheet in shops in place of shop lights at Chakan.

- Use of LED/CFLs for street lighting/shop lightings/office.

- Use of day light pipes in paint shop at Chakan and Pantnagar.

- Installation of energy efficient pumps/motors, equipments, air dryers, exhaust blowers, axial fans.

- Installation of breeze air unit in office/dyno room/PT sub assembly area at Chakan.

- Separate AHU ducts for both vehicle assembly conveyors at Pantnagar.

- Dynamometer cooling blower interlock with vehicle testing at Chakan.

B) Water

- Elimination of water cooling for compressed air at Waluj.

- Reuse of treated water for process, installation of RO plant at Waluj and Chakan.

- Replacement of water cooled dryers of compressor with air cooled dryers at Chakan.

- Replace underground hydrant and raw water pipe line with above ground level pipe line at Waluj and Chakan.

- Use of auto closed water taps for controlled consumption of water at wash basin.

- Use of ETP/STP treated water for chemical dosing and cleaning activity, gardening and toilet flushing at Pantnagar.

- Modification of water distribution line by gravity from main storage tank to different shops at Pantnagar.

- Rain water harvesting at Waluj.

C) LPG/PNG

- Thermal imaging/audit for ovens in paint shop and countermeasure at Waluj.

- Use of PNG instead of LPG at Chakan.

- Provision of air curtains at oven exit to reduce heat loss at Waluj.

- Installation of low temperature chemical in tank cell at Chakan.

- Weight reduction of job fixtures in heat treatment at Waluj and jigs at paint shop Pantnagar.

- Burner efficiency improvement through magnetic resonators at Waluj and Chakan.

- Recovery of heat from waste paint incineration and use it for chemical tank heating at Chakan.

- Use of natural gas started in canteen in place of LPG at Pantnagar.

D) Utilisation of renewable energy - key initiatives

- Installation of transparent roof sheets to maximise use of natural light.

- Installation of light pipes.

- Use of solar electrical energy.

- Use of wind driven ventilators.

Impact of measures taken

As a result of the initiatives taken for conservation of energy and natural resources, the Company has effected an overall reduction in consumption as given in the Table below:

% Reduction w.r.t. previous year

Description FY 2015 FY 2014

Electricity consumption 3.95 1.19

Water consumption 7.37 24.24

LPG/propane consumption 11.70 14.85

Investment/savings

Rs. In Crore

Description FY 2015 FY 2014

Investment for energy conservation activities 3.24 4.36

Recurring savings achieved through above activities 3.57 2.74

Awards and Accolades

- Waluj plant has been recognised with ''Excellent Energy efficient unit award'' for 2014 by CII.

- Waluj plant has won Gold Award (Apex level) in Indian Green Manufacturing Challenge award competition instituted by International Research Institute for Manufacturing, Chennai

International Business

Bajaj Auto continues to be India''s No.1 exporter of motorcycles and three-wheelers. It exports to 62 countries and enjoys the No.1 or No.2 position in 20 of them. During FY2015, exports accounted for 46.2% 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 B 9,443.51 crore, compared to B 7,963.86 crore during the previous year.

Total foreign exchange outflow during the year under review was B 856.08 crore as against B 725.21 crore during the previous year.

Industrial relations

Industrial relations with staff and workmen across all the plants viz. Akurdi, Waluj, Chakan and Pantnagar continued to be cordial.

At Chakan, the wage review was due from 1 April 2013 as per the Wage Settlement dated 21 May 2010. Accordingly, a Memorandum of Understanding (MOU) was signed with the recognised union viz. Vishwa Kalyan Kamgar Sanghatana, on 14 August 2014 giving total wage rise of B 10,000 per month in CTC (Cost To Company) per workman in a phased manner for a period of three years from 1 April 2013 to 31 March 2016.

At Waluj, the Wage Settlement was due from 1 August 2014. Accordingly, a fresh settlement was signed with Bajaj Auto Ltd. Employees'' Union on 21 August 2014 for a period of 3.1/2 years from 1 August 2014 to 31 January 2018 giving wage rise of B 9,755 per month in CTC (Cost To Company) per workman. The new settlement is effective from the very next day of expiry of the earlier settlement, which expired on 31 July 2014.

Two workmen from motorcycles division, Waluj received Prime Minister''s ''Shramveer'' and ''Shramshree'' Awards respectively for the year 2013. One workman from spares operations department, Waluj received National ''Vishwakarma Rashtriya Puraskar'' from the Labour and Employment Ministry, Government of India, for the year 2012. Similarly, three workmen from Waluj received ''Gunwant Kamgar'' Awards for the year 2013 from Government of Maharashtra.

Subsidiaries and joint ventures

PT. Bajaj Auto Indonesia

In line with the corporate strategy of aligning with Kawasaki Heavy Industries for business in Indonesia, the routine business operations of PT. Bajaj Auto Indonesia were stopped. This year has seen consolidation of business with Kawasaki and also a complete and smooth closure of company operations 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 (B 1,219 crore), and holds approximately 48% stake in KTM AG of Austria (KTM), Europe''s second largest sport motorcycle manufacturer. Calendar year 2014 has been a record 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 practical and effective implementation programme.

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 8 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 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 alongwith 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 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 are 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 operating effectively.

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 sub-section (6).

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

There were no related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of Companies Act, 2013. There being no ''material'' related party transactions as defined under clause 49 of the Listing Agreement, there are no details to be disclosed in Form AOC-2 in that regard.

During the year 2014-15, pursuant to section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement, all RPTs were placed before Audit Committee for its prior/omnibus approval.

The policy on RPTs as approved by 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 of the Company 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

Detailed information report on 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 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 results

The financial results of the Company for the year ended 31 March 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

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 Accounting Standards and Listing Agreement as prescribed by SEBI.

A separate statement containing the salient features of its subsidiaries in the prescribed form (AOC-1) is annexed separately.

Statutory disclosures

The summary of the key financials of the Company''s subsidiaries (Form AOC-1) is included in this Annual Report. A copy of 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

As required under the provisions of section 197 (12) of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed particulars are set out in an annexure to the Directors'' Report. As per provisions of section 136 (1) of the said Act, these particulars will be made available to any shareholder on request.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

A cash flow statement for the year 2014-15 is attached to the Balance Sheet.

During the year under review, pursuant to the 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 was no case reported during the year under review under the said Policy.

Directors and Key Managerial Personnel-changes

Ms. Suman Kirloskar, an independent director of the Company, after her distinguished tenure on the Board since October 2002, tendered her resignation to take effect from close of office hours on 31 March 2015. In her place, pursuant to section 149 (1) and clause 49 of Listing Agreement,

Dr. Gita Piramal was appointed as an additional director in the category of non-executive, independent director of the Company, with effect from 1 April 2015 in the meeting of the Board held on 24 March 2015.

In light of the provisions of the Companies Act, 2013, Shekhar Bajaj as well as Niraj 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 clause 49 of the Listing Agreement in case of re-appointment of the directors is provided in the Notice of the ensuing annual general meeting.

There was no change in the Managing Director, CFO and Company Secretary, collectively the key managerial personnel, 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.

Adequacy of internal financial controls

Internal financial controls with reference to the financial statements were adequate and operating effectively.

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.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2014-15. 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 in clause 49 of the Listing Agreement and the said certificate is contained in this Annual Report.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Business responsibility report

Securities and Exchange Board of India (SEBI), vide its circular dated 13 August 2012, has mandated inclusion of business responsibility reports (BRR) as part of the annual reports for the top 100 listed entities by market capitalisation. Since Bajaj Auto Ltd. is one of the top 100 listed entities, the Company, as in the previous years, has presented its BR Report for the financial year 2014-15, 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.

Auditors

Statutory auditor

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 (registration number: 102021W) were appointed by the shareholders at the 7th annual general meeting to hold office until the conclusion of the 10th annual general meeting, subject to ratification by shareholders at each annual general meeting.

The members are requested to ratify the appointment of Dalal & Shah, Chartered Accountants, (registration number: 102021W) as statutory auditors of the Company and to fix their remuneration for the year 2015-16.

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Secretarial auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed, Shyamprasad D Limaye, (Membership No. 1587) Company Secretaries in Practice to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2014-15 given by Shyamprasad D Limaye in the prescribed form MR-3 is annexed to this Report. The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

Cost audit/auditor

Pursuant to the provisions of section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014, the products manufactured/services rendered by the Company were not covered for maintenance of cost records and therefore, the Company discontinued the cost audit and consequently, the Company has not appointed cost auditor for the financial year 2014-15.

On behalf of the Board of Directors,

Rahul Bajaj Chairman

Pune: 21 May 2015


Mar 31, 2014

The directors present their Seventh Annual Report and audited Statement of accounts for the year ended 31 March 2014. Since this Report pertains to financial year that commenced prior to 1 April 2014, the contents therein are governed by the relevant provisions/schedules/rules of the Companies Act, 1956, in compliance with general circular No. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

The highlights are as under:

Units in Numbers FY2014 FY2013

Two-wheelers 3,422,403 3,757,105

Three-wheelers 447,674 480,057 Total 3,870,077 4,237,162

Of which Exports 1,583,935 1,547,157

Financials

(Rs.In Crore) Particulars FY2014 FY2013

Total revenue 20,855.92 20,792.74

Gross profit before finance costs, depreciation and amortisation 4,812.15 4,433.54

Finance costs 0.49 0.54

Depreciation and amortisation 179.61 166.77

Profit before tax 4,632.05 4,266.23

Tax expense 1,390.10 1,222.66

Profit after tax 3,241.95 3,043.57

Tax credits pertaining to earlier year 1.37 -

Profit for the year 3,243.32 3,043.57

Add: Balance brought forward from previous year 4,920.26 3,705.14

Profit available for appropriation 8,163.58 6,748.71

Transfer to General reserve 325.00 305.00

Proposed dividend (inclusive of dividend tax) 1,692.73 1,523.45

Provision of dividend tax for previous year written back - 4.60

Balance carried to Balance Sheet 6,150.45 4,920.26

Earnings per share (Rs.) 112.1 105.2

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 50 per share, (500 per cent) for the year ended 31 March 2014. The amount of dividend and the tax thereon aggregate to Rs. 1,692.73 crore.

Dividend paid for the year ended 31 March 2013 was Rs.45 per share (450 per cent). The amount of dividend and the tax thereon aggregated to Rs. 1,523.45 crore.

Operations

The operations of the Company are elaborated in the annexed Management Discussion and Analysis Report.

Capacity expansion and new projects

The Company''s current installed capacity is 5.76 million units per annum. The Company plans to increase the installed capacity to around 6 million units per annum by March 2015.

The 4 Wheeler project is going on as per plan and is being implemented at Waluj. Commercial production of the four-wheeler RE 60 is slated for the second half of the current year.

Research and Development and technology absorption

A) Products Pulsar 200 NS

After the successful launch of Pulsar 200 NS in May 2012, this model has been well received in markets like Colombia. During the year under review, it was launched in Indonesia under the joint brand of Kawasaki Bajaj. The bike has been well received. New colour and graphics have been introduced on the 200 NS to make it even more exciting.

Discover 125 M

The Discover 125 M is the quintessential 125. Built on the compact M platform, it is a great blend of performance and affordability. This engine develops class leading performance of 11.5 Ps power and 1.12 Kg-m of torque, for a powerful drive, while maintaining the high fuel efficiency for which Discover brand is known for. The vehicle has a four-speed gear box suitably mated to the power characteristics of the engine. The agile handling chassis and suspension make this an ideal city bike.

Discover 100 M

The Discover 100 M is the new entry level Discover. It exemplifies the core values of high performance blended with great fuel economy. This product has been designed to complement the styling aspects of the ST and T series, which have created good appeal for the customers. The vehicle is powered by a high performance four-valve air cooled 100 cc DTSi engine, delivering 9.5 Ps and Torque of 0.92 Kg-m, with a four-speed gear box suitably mated to the power characteristics of the engine. It has the best in class fuel efficiency. The careful engineering of the product has resulted in very attractive price to the customer.

KTM Duke 390 with ABS

This joint venture between KTM and Bajaj saw yet another successful launch in the form of Duke 390. With the trademark Orange frame and alloy wheels typical to KTM, the bike lives upto the ''Ready to Race'' tag of KTM brand exceptionally well.

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:

(Rs.In Crore) Particulars FY2014 FY2013

i. Capital (including technical know-how) 87.11 109.19

ii. Recurring 189.68 129.40

Total 276.79 238.59

iii. Total research and development expenditure as a percentage of sales, net of excise duty 1.40 % 1.22%

Conservation of energy

Company has always been a forerunner in conservation of energy and natural resources. Some of the important steps taken during the year under review are listed below:-

A) Electrical energy

- Installing and running variable speed NIRVAN screw air compressors at compressor houses.

- Use of air pressure boosters for high pressure application in paint shops/robots.

- Installation of energy efficient pumps/motors, equipments, air dryers, exhaust blowers, axial fans.

- Installation of chillers with scroll compressor in paint shop.

- Use of heat pump for water heating for washing machine.

- Arresting compressed air leakages through audits and countermeasures.

- Installation of soft start valve for machine to prevent air leakages.

- Reduction in frequency of ASU and exhaust blowers of paint shop during break hours.

- Use of transparent sheet in shops in place of shop lights (total 810 nos.).

- Separate AHU ducts for both V/A conveyors.

- Use of LED/CFLs for street lighting/shop lightings/office.

- Auto Shut Off - hydraulic, coolant, conveyor motors, fume extractors in motorcycle shop.

B) Water

- Elimination of water cooling for compressed air.

- Reuse of treated water for process, installation of RO plant. Replacement of water cooled dryers of compressor with air cooled dryers.

- Replace rusty underground hydrant and raw water pipe line with above ground level pipe line to arrest water leakage.

- Use of auto closed water taps for controlled consumption of water at wash basin.

- Usage of bio-cake for urinals and/or waterless urinals.

- Modification of water distribution line by gravity from main storage tank to different shops at Pantnagar.

- Rain water harvesting.

C) LPG/Propane

- Thermal imaging/audit for ovens in paint shop and countermeasure for heat loss areas identification.

- Installation and commissioning of PNG gas supply at Chakan and Pantnagar.

- Optimising start up time of top coat ovens.

- Provision of air curtains at oven exit to reduce heat loss.

- Installation of low temperature chemical in tank cell.

D) Utilisation of renewable energy - key initiatives

- Installation of natural light transparent roof sheets.

- Installation of light pipes.

- Use of solar electrical energy.

Impact of measures taken

As a result of the initiatives taken for conservation of energy and natural resources, the Company has effected an overall reduction in consumption as given in the Table below:

% Reduction w.r.to previous year

Description FY2014 FY2013

Electricity consumption 1.19 1.85

Water consumption 24.24 20.97

LPG/propane consumption 14.85 7.49

Investment/savings

Rs.In Crore

Description FY2014 FY2013

Investment for energy conservation activities 4.36 3.67

Recurring savings achieved through above activities 2.74 2.30

This chapter may be read with the Business Responsibility Report (BRR), which is part of the Annual Report.

International business

Bajaj Auto continues to outperform competition in terms of two and three-wheeler exports in spite of the grim world economic scenario. We have maintained our leadership position in exports and have dominated the Indian two and three-wheeler export scenario. Bajaj has exported a total of 1,583,935 two and three-wheelers, highlighting the stellar lead the Company has established against competition.

More details of International Business are set out in the annexed Management Discussion and Analysis Report.

Foreign exchange earnings and outgo

The Company continued to be a net foreign exchange earner during the year.

Total foreign exchange earned by the Company during the year under review was Rs. 7,963.86 crore, compared to Rs. 6,565.34 crore during the previous year.

Total foreign exchange outflow during the year under review was Rs.725.21 crore as against Rs. 1,083.16 crore during the previous year.

The above outflow excludes an investment of Rs. 67.75 crore (previous year: Rs. Nil) made in its subsidiary, PT. Bajaj Auto Indonesia (PT BAI) for increasing its stake from 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 Rs. 1 per share. The union withdrew the strike unconditionally on realising Management''s firm decision and workers resumed work with effect from 14 August 2013.

At Chakan, wage review was due effective from 1 April 2013. Management offered Rs. 10,000 per month in a phased manner, depending upon the year of service etc., for three years. However, this issue is under 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 Rs. 10,000 per month per workman in a phased manner.

At Waluj, Bajaj Auto Ltd. Employees'' Union, representing majority of the workmen, has submitted a Charter of Demands for the forthcoming wage settlement, which is due from 1 August 2014.

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.

Bajaj Auto International Holdings BV, Netherlands (BAIH BV)

Bajaj Auto International Holdings BV is a 100% Netherlands based subsidiary of Bajaj Auto Ltd. Through this subsidiary, Bajaj Auto, over the years, has invested a total of €198.1 million and holds about 48% stake in KTM AG of Austria (KTM), Europe''s second largest sport motorcycle manufacturer.

Calendar year 2013 has been a record year for KTM, with highest sales in units and highest turnover in the history of the Company. KTM sold 123,859 motorcycles, a growth of 15.6% and achieved a turnover of €716.4 million, a growth of 17.1%. Profit after tax was at €36.5 million, a growth of 44.3%.

Proportionate profit of €17.5 million has been accounted in the consolidated results of Bajaj Auto Ltd.

During the year, Bajaj Auto manufactured 36,047 units of KTM Duke in its Chakan plant. 11,050 units were sold through the pro-biking network in India and 24,016 units were exported to various countries across the globe.

In the annual general meeting held on 24 April 2014, for the year 2013, KTM AG has declared a dividend of €1.00 per share (for the year 2012, dividend declared was €0.70 per share). BAIH BV is entitled to receive €5.2 million, being its share of dividend.

KTM is listed in the Second Regulated Market of the Vienna Stock Exchange and its market capitalisation as on 31 March 2014 was €818 million.

Signing of anti-corruption Initiative of World Economic Forum (WEF)

In support of the initiative taken by WEF, with a view to strengthening the efforts to counter bribery and corruption, your Company is a signatory to the "Commitment to anti-corruption" and is supporting the "Partnering Against Corruption - Principles for Countering Bribery" derived from Transparency International''s Business Principles. This calls for a commitment to two fundamental actions viz. a zero-tolerance policy towards bribery and development of practical and effective implementation program.

Corporate Social Responsibility

The Companies Act, 2013 notified section 135 of the Act concerning Corporate Social Responsibility alongwith the Rules thereunder and revised Schedule VII to the Act on 27 February 2014 to come into effect from 1 April 2014.

The Company being covered under the provisions of the said section, has taken necessary initial steps in this regard. A Committee of the directors, titled ''Corporate Social Responsibility Committee'', has been formed by the Board in its meeting held on 28 March 2014, consisting of the following Directors -

1. Rahul Bajaj, Chairman

2. Rajiv Bajaj

3. Nanoo Pamnani

The Committee has in place a CSR policy.

The said section being enacted with effect from 1 April 2014, necessary details as prescribed under the said section shall be presented to the members in the Annual Report for the year 2014-15.

Even when the said provisions were not mandated by the Ministry of Corporate Affairs, the Bajaj Group continued its Corporate Social Responsibility (CSR) initiatives in various fields, during the year 2013-14. Activities in this area are set out in detail in the annexed CSR Report.

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 there under, the same is now put up for approval of members at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

With the appointment of independent directors, the conditions specified in the Act and the Rules made there under as also under new clause 49 of the listing agreement stand complied.

Directors'' responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, directors state:

- that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

- that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the annual accounts have been prepared on a going concern basis.

Presentation of financial results

The financial results of the Company for the year ended 31 March 2014 as in the previous year have been disclosed as per the revised Schedule VI to the Companies Act, 1956, pursuant to notification dated 28 February 2011 and General Circular No. 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, viz. PT. Bajaj Auto Indonesia and Bajaj Auto International Holdings BV, Netherlands as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.

Information in aggregate for each subsidiary company is disclosed separately in the consolidated Balance Sheet.

Statutory disclosures

Ministry of Corporate Affairs (MCA) vide circular No. 51/12/2007-CL-III dated 8 February 2011 has given general exemption with regard to attaching of the Balance Sheet, Profit and Loss Account and other documents of its subsidiary companies subject to fulfilment of conditions mentioned therein. The Company has fulfilled all the necessary conditions in this regard. Hence, the Company is not attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies. The summary of the key financials of the Company''s subsidiaries is included in this Annual 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.

Particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under section 217(1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 have been given in preceding paragraphs.

Directors'' responsibility statement as required by section 217(2AA) of the Companies Act, 1956 appears in a preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report as Annexure 1.

A cash flow statement for the year 2013-14 is attached to the Balance 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, along with the reports on Management Discussion and Analysis and General Shareholder Information.

SEBI vide its circular No. CIR/CFD/POLICY CELL/2/2014 dated 17 April 2014 has notified the revised clause 49 of the listing agreement to be applicable with effect from 1 October 2014. This Report therefore stands complied against the previous clause 49 of the listing 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.

Business Responsibility Report

Securities and Exchange Board of India (SEBI), vide its circular dated 13 August 2012, has mandated inclusion of Business Responsibility Report (BRR) as part of the annual reports for listed entities. To begin with, SEBI has made it mandatory for top 100 listed entities based on market capitalisation at BSE and NSE as on 31 March 2012 to include BR Reports as part of their annual reports from the financial year ending on or after 31 December 2012. Since Bajaj Auto Ltd. is one of the top 100 listed entities, the Company, as in the previous year, has presented its BR Report for the financial year 2013-14, which is part of this Annual Report. As a green initiative, the BR Report has been hosted on the Company website www.bajajauto.com A physical copy of the BR Report will be made available to any shareholder on request.

Secretarial Standards of ICSI

During the year under review, Secretarial Standards specified by the Institute of Company Secretaries of India (ICSI) from time to time were recommendatory in nature. Your Company, however, complied with the same.

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.

Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, Dalal & Shah, Chartered Accountants are eligible to hold the office for a period of three years, upto 2017.

The members are requested to appoint Dalal & Shah, Chartered Accountants, as auditors for three years from the conclusion of the ensuing annual general meeting till the conclusion of the 10th annual general meeting in 2017 and to fix their remuneration for the year 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:- ICWA Membership No. 837

Registration No. of Firm 110141

Address Golok, Plot No.13, Sector No.28

Pradhikaran, Nigdi, Pune - 411 044

Details of Cost Audit Report for the financial year 2012-13:

(a) Due date of filing 30 September 2013

(b) Actual date of filing 27 September 2013

On behalf of the Board of Directors,

Rahul Bajaj

Chairman

15 May 2014


Mar 31, 2013

The directors present their sixth annual report and the audited statements of accounts for the year ended 31 March 2013.

The highlights are as under:

Units in Numbers 2013 2012

Two-wheelers 3,757,105 3,834,405

Three-wheelers 480,057 515,155

Total 4,237,162 4,349,560

Of which Exports 1,547,157 1,579,824

Financials

(Rs. In Crore)

Particulars 2013 2012

Net sales and other income 20,792.74 20,137.02

Cross profit before exceptional item, interest and depreciation 4,430.74 4,328.03

Interest 0.54 22.24

Depreciation 163.97 145.62

Gross profit before exceptional item 4,266.23 4,160.17

Exceptional item

- Valuation losses on derivative hedging instruments - (134.00)

Profit before tax 4,266.23 4,026.17

Tax expense 1,222.66 1,022.12

Profit after tax 3,043.57 3,004.05

Add: Balance brought forward from previous year 3,705.14 2,515.48

Profit available for appropriation 6,748.71 5,519.53

Transfer to General reserve 305.00 301.00

Proposed dividend (inclusive of dividend tax) 1,523.45 1,513.39

Balance carried to Balance Sheet 4,920.26 3,705.14

Earnings per share (Rs.) 105.2 103.8

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs.45 per share, (450 per cent) for the year ended 31 March 2013. The amount of dividend and the tax thereon aggregate to Rs. 1,523.45 crore.

Dividend paid for the year ended 31 March 2012 was also Rs. 45 per share (450 per cent).

The amount of dividend and the tax thereon aggregated to Rs. 1,513.39 crore.

Operations

The operations of the Company are elaborated in the annexed Management Discussion and Analysis Report.

Capacity expansion and new projects

The Company''s current installed capacity is 5.4 million units per annum. The Company plans to increase the installed capacity to 6.06 million units per annum by March 2014.

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 second half of 2013-14.

Research and Development and technology absorption

A) Products Pulsar 200 NS

Pulsar 200 NS was launched in May 2012. It has gone on to redefine the sports motorcycle segment in India. It has set a new benchmark in terms of performance, style, technology and affordability. It has brought additional set of customers to the Pulsar portfolio. It has won an astounding number of 12 awards for product and technology including the award for the best product design in all automobiles.

Discover 125 ST

This completely new platform of vehicle was designed to take the legacy of the successful Discover brand, into the future. The vehicle has been designed to further enhance the sporty commuter image of the Discover brand. The vehicle is equipped with a high performance 4 valve air cooled engine powered by twin spark ignition, delivering 13 Ps, and a 5 speed gear box suitably mated to the power characteristics of the engine. This provides the commuter the joy of a powerful drive, while maintaining high fuel efficiency for which Discover brand is known for. The vehicle is also equipped with the state-of-the-art features like Nitrox mono shock absorber for riding pleasure, which is a first for a commuter 125 cc bike.

Discover 100 T

This product complements Discover 125 ST and extends the all new design of Discover 125 ST to smaller engine capacity. It sharply focuses on the customers who prefer greater fuel efficiency, but desire all the enhancements. The vehicle is powered by a high performance 4 valve air cooled 100 cc DTSi engine, delivering 10.2 Ps, with a 5 speed gear box suitably mated to the power characteristics of the engine. This is the world''s first 100 cc single cylinder 4 valve DTSi engine and delivers class leading power and fuel efficiency.

KTM Duke 125 - Duke 200

Model Year 2013 saw Duke 125 and Duke 200 substantially upgraded. Vehicle safety is taken to the next level with the introduction of "Anti-lock braking system (ABS)". The vehicle is equipped with twin channel ABS offering independent control for both the wheels and increases driver safety by not allowing the vehicle to skid even in case of panic braking on low friction surfaces.

The Duke 200 won 8 awards this year. Between Pulsar and KTM, the Company swept practically all the major awards announced during the year under review.

B) Process

R&D has been working on improving its operations in a number of areas as listed below.

- Manpower: R&D has been expanding its team size in areas of design, analysis and validation in order to keep up with the rapidly expanding aspirations of the Company.

- Facilities: R&D continued to enhance its design, computing, proto-typing 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 4 wheelers. The prototyping facilities were also upgraded to enable building of the prototypes of these vehicles.

- Technology: This year, R&D launched the Triple Spark technology for the Pulsar family.

This technology takes the DTS-I performance to the next higher level. It gives best in class fuel efficiency and performance on a sports bike. This technology went on to win the "Automotive technology of the year" award competing in the category of not just 2 wheelers, but in all categories of automobiles.

- Total Productive Maintenance (TPM): R&D continues to vigorously pursue the TPM way of thinking and working. This has yielded excellent results in quality management of design and validation process. The TPM approach has also been effective in the lead time reduction on the various critical processes in R&D by elimination of waste.

C) Outgo

The expenditure on research and development during 2012-13 and in the previous year was:

(Rs. In Crore)

Particulars 2013 2012

i. Capital

(including technical know-how) 109.19 42.22

ii. Recurring 129.40 113.70

Total 238.59 155.92

iii. Total research and development expenditure as a percentage of sales, net of excise duty 1.22% 0.83%

Conservation of energy

Company has always been a forerunner in conservation of energy and natural resources.

All manufacturing processes and products are designed for minimising the carbon footprints and are being continuously upgraded to consistently achieve this goal. Company has a distinction of having all its plants certified for ISO 14000 and 18000. Company not only follows Standard Operating Procedures for environment protection and conservation of resources in all its plants, but also propagates these initiatives throughout its vendor partners under the initiative of ''Green Supply Chain''.

The energy conservation drive is guided by the principle of 5 Rs (Reuse, Reduce, Recycle, Remove, Recover). Given below are some of the key initiatives taken during 2012-13 towards energy and natural resource conservation.

- Electrical energy saving was achieved by replacing reciprocating compressor with screw air compressors at Waluj; use of air pressure booster for high pressure application, use of energy efficient pumps and motors, use of LED/induction lamps for lighting system in plant and offices.

- Water saving was achieved by various measures, such as installation of RO plant, use of air cooled compressors in place of water cooled compressors; use of breeze air coolers instead of ARP, use of treated water for horticulture activities.

- Liquified Petroleum Gas (LPG)/propane saving was achieved by optimum usage of oven/furnaces at paint shop and HT, by reduction in weight of paint line jigs and heat treatment fixtures, by replacing pre-treatment chemicals requiring less temperature, at Chakan and by increasing conveyor speed in paint shop.

- Initiatives in utilisation of renewable energy were taken during the year. Installation of solar power plant 20 Kwp at Waluj and installation of light pipes at Waluj and Pantnagar are the key initiatives to note.

Impact of measures taken

As a result of the initiatives taken for conservation of energy and natural resources, the Company has effected an overall reduction in consumption as given in the table below :

% Reduction w.r.to previous year Description 2013 2012

Electricity consumption 1.85 7.86

Water consumption 20.97 Nil

LPG/propane consumption 7.49 13.44

Investment/savings

(Rs. In Crore)

Description 2013 2012

Investment for energy conservation activities 3.67 2.07

Recurring savings achieved through above activities 2.30 2.14

This chapter may be read with the Business Responsibility Report (BRR), which is part of the annual report.

International business

Bajaj Auto continues to outperform competition in terms of two and three wheeler exports, in spite of the grim world economic scenario. We have maintained our leadership position in exports and have dominated the Indian two and three wheeler export scenario.

Bajaj has exported a total of 1,547,157 two and three wheelers, highlighting the stellar lead the Company has established against competition.

More details of International Business are set out in the annexed Management Discussion and Analysis Report.

Foreign exchange earning 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. 6,565.34 crore, compared to Rs. 6,625.96 crore during the previous year.

Total foreign exchange outflow during the year under review was Rs. 1,083.16 crore as against Rs. 776.98 crore during the previous year.

The above outflow excludes an investment of Rs. 231.86 crore (previous year: Rs. 68.14 crore) made in its 100% subsidiary, Bajaj Auto International Holdings BV, Netherlands for increasing its stake in KTM AG from 40.87% to 47.96%.

Industrial relations

Industrial relations with staff and workmen across the plants at Akurdi, Waluj, Chakan and Pantnagar continued to be cordial.

At Pantnagar, wage settlement dated 7 December 2012 was amicably signed in conciliation between the management and representatives of workmen. The workmen have formed a trade union on 21 August 2012 under the name and style "Bajaj Auto Ltd. Employees Sangh", which has a majority following.

At Chakan, Vishwa Kalyan Kamgar Sanghatana, the recognised union has given notice of termination of the existing settlement dated 21 May 2010 as per provisions of The Industrial Disputes Act, 1947.

Five workmen of BAL-Waluj and two workmen of BAL-Chakan have received Best Worker (Cunwant Kamgar) Welfare Awards for the year 2012 declared by the Maharashtra Labour Welfare Board, Mumbai, Government of Maharashtra.

Subsidiaries

PT. Bajaj Auto Indonesia (PT BAI)

In line with the general slow-down in the global economy, Indonesia has posted a GDP growth rate of 6.3% as against 6.5% recorded in 2011-12.

Two wheeler sales, a true barometer of national economy, had declined to 7.1 million units from the levels of 8 million units in the previous year, a decline of 11.5%. Restrictions in financing norms imposed by the central bank relating to two wheeler financing has contributed significantly to the decline in sale of two wheelers in Indonesia.

PT BAI has also witnessed a declining sales volume trend with billing of 11,198 units in 2012-13 as against 23,337 units done in 2011-12.

The distribution arrangement announced by Bajaj Auto Ltd. in September 2012 with Kawasaki Motors to market and distribute Pulsar NS motor cycles in Indonesia is expected to give a new fillip to the growth of exports to Indonesia, from the second half of financial year 2013-14.

Bajaj Auto International Holdings BV, Netherlands (BAIH BV)

During the year under review, BAIH BV invested further € 33.90 million (approx. Rs. 236 crore) to increase its stake in KTM AG (KTM) to 47.96%.

In the calendar year 2012, KTM posted robust growth to 107,142 units (up by 32%);

€ 612 million turnover and € 25.3 million net profit (up by 22.2%). Proportionate net profit of € 11.96 million has been accounted in the consolidated results of Bajaj Auto Ltd.

KTM returned to dividend list with a dividend declaration of € 0.70 per share for 2012.

BAIH BV is entitled to receive € 3.64 million, being its share of dividends.

During the year, Bajaj Auto produced 26,805 units of KTM Duke Motorcycles. 7,388 Dukes were sold in India through the 70 strong pro-biking network in India and 18,546 units were exported to various countries, including Europe, Japan, etc.

Various joint development projects are proceeding well. The next jointly developed product Duke 390, sporting a high performance engine is scheduled to be launched in first half of 2013-14. Bajaj Auto will produce this model in its Chakan plant.

Signing of anti-corruption initiative of World Economic Forum (WEF)

In support of the initiative taken by WEF, with a view to strengthening the efforts to counter bribery and corruption, your Company is a signatory to the "Commitment to anti-corruption" and is supporting the "Partnering Against Corruption - Principles for Countering Bribery" derived from Transparency International''s Business Principles. This calls for a commitment to two fundamental actions viz. a zero-tolerance policy towards bribery and development of practical and effective implementation program.

Corporate Social Responsibility

During the year 2012-13, Bajaj Auto continued its Affirmative Action Plan and Corporate Social Responsibility initiatives in various fields. Activities in this area are set out in greater detail in the annexed CSR Report.

Directors

J N Godrej, S H Khan, Ms Suman Kirloskar and Naresh Chandra retire from the Board by rotation this year and being eligible, offer themselves for re-appointment.

Directors'' responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, directors state:

- that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

- that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the annual accounts have been prepared on a going concern basis.

Presentation of financial results

The financial results of the Company for the year ended 31 March 2013 as in the previous year have been disclosed as per the revised Schedule VI to the Companies Act, 1956, pursuant to notification dated 28 February 2011 issued by the Ministry of Corporate Affairs.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, viz. PT. Bajaj Auto Indonesia and Bajaj Auto International Holdings BV, Netherlands as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.

Information in aggregate for each subsidiary company is disclosed separately in the consolidated Balance Sheet.

Statutory disclosures

Ministry of Corporate Affairs (MCA) vide circular No.51/12/2007-CL-l 11 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.

Particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under section 217(l)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 have been given in preceding paragraphs.

Directors'' responsibility statement as required by section 217(2AA) of the Companies Act, 1956 appears in a preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report as Annexure 1.

A cash flow statement for the year 2012-13 is attached to the Balance Sheet.

Corporate governance

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled ''Corporate Governance'' has been included in this annual report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2012-13. A declaration to this effect signed by the Chief Executive Officer (CEO) of the Company is contained in this annual report.

The CEO and Chief Financial Officer (CFO) have certified to the Board with regard to the financial statements and other matters as specified in clause 49 of the listing agreement and the said certificate is contained in this annual report.

Business Responsibility Report

Securities and Exchange Board of India (SEBI), vide its circular dated 13 August 2012, has decided to mandate inclusion of Business Responsibility Reports (BRR) as part of the annual reports for listed entities. To begin with, SEBI has made it mandatory for top 100 listed entities based on market capitalisation at BSE and NSE as on 31 March 2012 to include BR Reports as part of their annual reports from the financial year ending on or after 31 December 2012. Since Bajaj Auto Ltd. is one of the top 100 listed entities, the Company has presented its first BR Report for the financial year 2012-13, 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.

Secretarial standards of ICSI

Secretarial standards issued by the Institute of Company Secretaries of India (ICSI) from time to time are currently recommendatory in nature. Your Company is, however, Complying with the same.

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.

Auditors

The members are requested to appoint Messers Dalai & Shah, Chartered Accountants, as auditors for the period from the conclusion of the ensuing annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration.

In conformity with the directives of the Central Government, the Company has appointed Mr. A P Raman, cost accountant, ICWA Membership No. 837, with address at Golok, Plot No.13, Sector No.28, Pradhikaran, Nigdi, Pune - 411 044, as the cost auditor under section 233B of the Companies Act, 1956 to conduct the cost audit of Bajaj Auto Ltd. for the year 2012-13.

For the year ended 31 March 2012, the due date of filing the cost audit report was 30 September 2012, which was subsequently extended upto 28 February 2013 and the actual date of filing the cost audit report was 27 February 2013.

On behalf of the Board of Directors,

Rahul Bajaj

Chairman

16 May 2013


Mar 31, 2012

Dear Members,

Introduction

The directors present their fifth annual report and the audited statements of accounts for the year ended 31 March 2012.

The highlights are as under:

Units in Numbers 2012 2011

Two wheelers 3,834,405 3,387,070

Three wheelers 515,155 436,884

Total 4,349,560 3,823,954

Of Which Exports 1,579,824 1,203,718

Financials

(Rs. In Crore)

2012 2011

Net sales and other income 20,137.02 16,974.74

Gross profit before exceptional items, interest and depreciation 4,328.03 3,747.73

Interest 22.24 1.69

Depreciation 145.62 122.84

Gross Profit before exceptional items 4,160.17 3,623.20

Exceptional items (134.00) 724.55

Profit before tax 4,026.17 4,347.75

Tax expense 1,022.12 1,008.02

Profit for the year 3,004.05 3,339.73

Add: Balance brought forward from previous year 2,515.48 854.99

Profit available for Appropriation 5,519.53 4,194.72

Transfer to General Reserve 301.00 334.00

Proposed dividend (inclusive of dividend tax) 1,513.39 1,345.24

Balance carried to Balance Sheet 3,705.14 2,515.48

Earnings per share (Rs.) 103.8 115.4

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 45 per share, (450 per cent) for the year ended 31 March 2012. The amount of dividend and the tax thereon aggregate to Rs. 1,513.39 crore.

Dividend paid for the year ended 31 March 2011 wasRs. 40 per share (400 per cent). The amount of dividend and the tax thereon aggregated to Rs. 1,345.24 crore.

Operations

The operations of the Company are elaborated in the annexed Management Discussion and Analysis Report.

Capacity expansion and new projects

The company's current installed capacity is 5.1 million units per annum. The company plans to increase the installed capacity to 6.36 million units per annum by March 2013.

Commercial launch of the four-wheeler RE 60 show-cased in the Delhi Auto Expo in Jan 2012, is scheduled for second half of 2012-13. RE 60 will be produced from the Company's Waluj plant.

The 4 Wheeler plant was earlier being planned in the Company's site at Chakan MIDC Phase III. To benefit from the synergies with the 3 Wheeler facilities at Waluj, the 4 Wheeler project is now being implemented at Waluj. The Chakan site will be used for expansion of the 2 Wheeler capacity.

Research and Development and technology absorption

A) Products Pulsar 200 NS

A new platform of engine and vehicle was designed to carry forward the legacy of the Company's most successful brand - Pulsar, into the future. This vehicle is designed to further enhance and sharpen the street sports image of the Pulsar brand. The vehicle is powered by a high performance 4 valve liquid cooled engine with triple spark ignition, delivering 23.5 Ps, with a 6 speed gear box. This provides the vehicle with excellent and thrilling performance as well as efficiency. The vehicle is equipped with state-of-the-art features like perimeter frame with high lateral rigidity, low slung central muffler, nitrox mono shock rear suspension, all adding up to providing excellent handling and riding pleasure.

KTM 200

This model extends the new platform of engine and vehicle co-designed by Bajaj and KTM from 125cc into a 200cc. Unlike KTM125, this product is aimed for Indian as well as European markets. The vehicle is powered by a high performance 4V liquid cooled engine delivering 25 Ps, with a 6 speed gear box suitably mated to the power characteristics of the engine. The engine has electronic fuel injection. The vehicle is equipped with state-of-the-art features like radial calipers for front disc brakes, inverted front forks, cast aluminum swing arm and radial tyres at both front and back.

BM-150

The BM-150 moves the highly successful BM-100, the number one bike in Africa, to the next level. This product brings the power of 150cc to the utility segment of the market. It has a sturdy frame designed to do duty under demanding usage and terrain conditions and wide tyres to complement. The BM-150 has been well received in the export markets.

BM-100

The BM-100 complements the BM-150 to bring in features like electric start in order to enhance the utility of the product. The strong frame and modern engine make it very robust. The BM-100 and BM-150 together address competitors from the 100 to 150 cc segments.

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. This year, R&D expanded its manpower strength by about 12%.

- Facilities: R&D continued to enhance its design, computing and validation facilities. The efforts on the establishment of validation facilities have enabled R&D to develop durable and refined products like the new Pulsar 200 NS.

- Total Productivity Management (TPM): R&D continues to vigorously pursue the TPM way of thinking and working. This has yielded excellent results in quality management of design and validation process. The TPM approach has also been effective in the lead time reduction on the various critical processes in R&D by elimination of waste.

C) Outgo

The expenditure on research and development during 2011-12 and in the previous year was:

(Rs. In Crore)

Particulars 2012 2011

i. Capital (Including technical know-how) 42.22 11.65

ii. Recurring 113.70 112.95

TOTAL 155.92 124.60

iii. Total research and development expenditure as a percentage of sales, net of excise duty 0.83% 0.78%

Conservation of energy

Company has always been a forerunner in conservation of energy and natural resources. All manufacturing processes and products are designed for minimising the carbon footprints and are being continuously upgraded to consistently achieve this goal. Company has a distinction of having all its plants certified for ISO 14000 and 18000. Company not only follows Standard Operating Procedures for environment protection and conservation of resources in all its plants, but also propagates these initiatives throughout its vendor partners under the initiative of 'Green Supply Chain'.

Given below are some of the key initiatives taken during 2011-12 towards Energy and Natural resource conservation. Apart from technology adoptions, the energy conservation drive is guided by the principle of 5Rs (Reuse, Reduce, Recycle, Remove, Recover).

- Electrical energy saving was achieved by replacing reciprocating compressor with screw air compressors at Waluj; reducing central grid pressure of compressed air from 4.89 Bar to 4.68 Bar at Waluj; installation of Air flow control unit in compressed air line at Pantnagar; installation of Breeze Air coolers in place of ARP at Waluj; use of LPG heaters in place of Electrical heaters at CGC furnace in heat treatment; re-using waste energy from dynamometer to generate electricity, at Pantnagar; use of LED/CFLs for Office/Street lighting;

- Water saving was achieved by rationalisation of pumping hours of main pump and regulating pump on-off timing through timers; use of air cooled compressors in place of water cooled compressors; use of treated water for horticulture and non-critical processes;

- Liquified Petroleum Gas (LPG)/propane saving was achieved by installation of waste heat recovery system for paint shops at Waluj; implementation of 'Tactalis' pre-treatment process; reduction in weight of paint line jigs and heat treatment fixtures; increasing conveyor speed in paint shop;

- Major initiatives in utilisation of renewable energy were taken by use of solar water heating system for process shops/canteen, at Waluj and Chakan; installation of natural air exhaust (turbo ventilators) in shops at Waluj and Chakan; use of wind mill energy for street lights at Chakan.

International Business

Bajaj Auto maintained its stellar growth in exports and continued to be India's largest exporter of two and three-wheelers. During the year under review, the Company exported 1,579,824 vehicles, achieving a growth of 31% over the previous year, while total exports amounted to Rs. 6,604 crore as against Rs. 4,552 crore in the previous year.

More details of International Business are set out in the annexed Management Discussion and Analysis report.

Foreign exchange earning 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. 6,626.30 crore, compared to Rs. 4,564.78 crore during the previous year.

Total foreign exchange outflow during the year under review was Rs. 1,023.38 crore as against Rs. 844.50 crore during the previous year.

The above outflow includes an investment of Rs. 68.14 crore (Previous Year: Rs. 210.08 crore) made in its 100% subsidiary, Bajaj Auto International Holdings BV, Netherlands for increasing its stake in KTM Power Sports AC from 39.26% to 40.87%.

Industrial relations

Industrial Relations with staff and workmen across the plants at Akurdi, Waluj, Chakan and Pantnagar continued to be cordial.

Subsidiaries

PT. Bajaj Auto Indonesia (PTBAI) is a majority shareholding (98.94%) subsidiary of Bajaj Auto Limited. The subsidiary assembles and markets Pulsars in Indonesia. PTBAI has achieved a billing of 23,337 units in 2011-12 as against 21,586 units in 2010-11, an increase of 8%. Existing models Pulsar 135, Pulsar 180 and Pulsar 220 have contributed to this steady growth rate.

Sales and service network have been considerably strengthened in 2011-12 across entire Indonesia with number of showroom/outlets now at 152 compared to 84, in March 2011. The year has seen a considerable improvement in availability of finance, as the Company has tied up financing arrangements with a few more finance companies. Network expansion, easy availability of finance and scheduled new product launches would be the key drivers for growth in 2012-13.

More details are given separately in this annual report.

Bajaj Auto International Holdings BV, Netherlands (BAIHBV)

During the year under review, BAIHBV invested further € 10.3 million to increase its stake in KTM Power Sports AG (KTM) to 40.87%.

With further investment of € 25.9 million during April 2012, BAIHBV's shareholding in KTM currently stands at 47.18%. In its recently held AGM, KTM Power Sports AG has changed its corporate name to KTM AG.

The co-operation with KTM is progressing well. KTM Duke 125 has become the leader in its category in Europe. KTM Duke 200 has been launched in India in February 2012 and has become an instant hit with bike enthusiasts. These products will be taken to further markets in the current fiscal.

Further, during 2011, KTM has made good progress, improved its market share and has reported a healthy set of numbers.

Signing for anti-corruption initiative of World Economic Forum (WEF)

In support of the initiative taken by WEF, with a view to strengthening the efforts to counter bribery and corruption, your company is a signatory to the "Commitment to anti-corruption" and is supporting the "Partnering Against Corruption - Principles for Countering Bribery" derived from Transparency International's Business Principles. This calls for a commitment to two fundamental actions viz. a zero-tolerance policy towards bribery and development of practical and effective implementation program.

Corporate Social Responsibility

During the year 2011-12, Bajaj Auto continued its Affirmative Action Plan and Corporate Social Responsibility initiatives in various fields. Activities in this area are set out in greater detail in the annexed CSR Report.

Directors

D S Mehta, Kantikumar R Podar, Shekhar Bajaj and D J Balaji Rao retire from the Board by rotation this year and being eligible, offer themselves for re-appointment.

Sanjiv Bajaj, in view of his appointment as Managing Director in Bajaj Holdings & Investment Ltd., has resigned as Executive director of the Company with effect from 1 April 2012. He will however continue on the Board as a non-executive director. The Board places on record its sincere appreciation of the valuable services rendered by Sanjiv Bajaj during his tenure as Executive Director of the Company.

Directors' responsibility statement

As required by Sub-section (2AA) of Section 217 of the Companies Act, 1956, directors state:

- that in the preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures

- that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period

- that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

- that the annual accounts have been prepared on a going concern basis

Presentation of financial results

Pursuant to Notification dated 28 February 2011 issued by the Ministry of Corporate Affairs, the format for disclosure of financial statement prescribed under Schedule VI to the Companies Act, 1956 has been substantially revised. The financial results of the Company for the year ended 31 March 2012 have, therefore, been disclosed as per the revised Schedule VI. Previous year's figures have also been restated to conform with the current year's presentation.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, viz. PT. Bajaj Auto Indonesia and Bajaj Auto International Holdings BV, Netherlands and as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.

Information in aggregate for each subsidiary company is disclosed separately in the consolidated balance sheet.

Statutory disclosures

Ministry of Corporate Affairs (MCA) vide Circular No. 51/12/2007-CL-lll 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. 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 (l)(b)(iv) of the said Act, these particulars will be made available to any shareholder on request.

Particulars regarding technology absorption, conservation of energy and foreign exchange earnings and outgo required under Section 217(l)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 have been given in preceding paragraphs.

Directors' Responsibility Statement as required by Section 217(2AA) of the Companies Act, 1956 appears in a preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report as Annexure 1.

A cash flow statement for the year 2011-12 is attached to the balance sheet.

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.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2011-12. 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.

Secretarial standards of ICSI

Secretarial standards issued by the Institute of Company Secretaries of India (ICSI) from time to time are currently recommendatory in nature. Your company is, however, complying with the same.

Group

Pursuant to an intimation from the promoters, the names of the promoters and entities comprising "Group" as defined under the erstwhile Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the annual report in terms of Regulation 3(l)(e) of the erstwhile SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

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.

Auditors

The members are requested to appoint Messers Dalai and Shah, Chartered Accountants, as auditors for the period from the conclusion of the ensuing annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration.

In conformity with the directives of the Central Government, the Company has appointed A P Raman, cost accountant, ICWA Membership No. 837, with address at Golok, Plot No.13, Sector No.28, Pradhikaran, Nigdi, Pune - 411 044, as the cost auditor under Section 233B of the Companies Act, 1956 to conduct the cost audit of Bajaj Auto Ltd. for the year 2012-13. For the year ended 31 March 2011, the due date of filing the cost audit report was 30 September 2011, and the actual date of filing the cost audit report was 8 August 2011.

On behalf of the Board of Directors,

Rahul Bajaj Chairman 17 May 2012


Mar 31, 2011

Introduction

The directors present their fourth annual report and the audited statements of accounts for the year ended 31 March 2011.

The highlights are as under:

Units in Numbers 2011 2010

Two-wheelers 3,387,070 2,511,643 Three wheelers 436,884 340,937

Total 3,823,954 2,852,580

Of which Exports 1,203,718 891,002

Financials

Rs. In Crore

2011 2010

Net sales & other income 16,974.74 12,043.48

Gross profit before exceptional items, interest & depreciation 3,750.73 2,715.06

Interest 1.69 5.98

Depreciation 122.84 136.45

Gross Profit before Exceptional Items 3,626.20 2,572.63

Exceptional items:

Surplus on pre-payment of sales tax deferral liability/loan 826.82 —

Provision for diminution in value of investment in PT. Bajaj Auto Indonesia (102.27) —

VRS compensation — (183.30)

Valuation losses of derivative hedging instruments — 21.80

Profit before tax 4,350.75 2,411.13

Provision for tax 1,011.02 707.50

Profit for the year 3,339.73 1,703.63

Add: Balance brought forward from previous year 854.99 —

Profit available for Appropriation 4,194.72 1,700.11 Transfer to General Reserve 334.00 170.27

Proposed dividend (inclusive of dividend tax) 1,345.24 674.85

Balance carried to Balance Sheet 2,515.48 854.99

Earnings per share (Rs.) 115.4 58.8

Bonus Shares

Pursuant to the approval of the members of the company through postal ballot on 31 August 2010, the company issued and allotted Bonus share(s) of Rs. 10 each in the ratio of one bonus share for every one existing equity share held as on 10 September 2010 i.e. the record date fixed for the purpose. Consequently, the paid-up capital of the company went up from Rs. 144.68 crore to Rs. 289.37 crore during the year under review.

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 40 per share, (400 per cent) for the year ended 31 March 2011 on the enhanced capital after the bonus issue made in the ratio of 1:1 during the year under review . The amount of dividend and the tax thereon aggregate to Rs. 1,345.24 crore.

Dividend paid for the year ended 31 March 2010 was Rs. 40 per share (400 per cent). The amount of dividend and the tax thereon aggregated to Rs. 674.85 crore

Operations

The operations of the company are elaborated in the annexed Management Discussion and Analysis Report.

Capacity expansion & New Projects

The company plans to maintain the capacity of two and three-wheelers at the current level of 5,040,000 numbers per annum during the year ending 31 March 2012.

The 4 wheel vehicle development work is under progress and commercial launch of the first product from this platform is scheduled for 2012.

Research & development and technology absorption

During the year under review, your company continued to invest substantially in R & D facilities, resulting in the enhancement of its infrastructure for design, prototyping & testing. R&D continued to work on improving its operations in a number of areas during the year as stated below:

- Manpower

- Facilities

- Technology

- Total Productivity Management (TPM)

Important products, which demonstrated the technical prowess of the company launched during the year under review, were as under:

Avenger 220 DTS-i KTM Duke 125 Discover 150 Discover 125

Your company continues to focus on expanding its design and testing teams, which has enabled it to make the new generation products.

The developments in this area are set out in greater detail in the annexed Management Discussion and Analysis Report.

The expenditure on research and development during 2010-11 and in the previous year was:

Rs. In Crore

2011 2010

i. Capital (Including technical know-how) 11.65 31.23

ii. Recurring 112.95 103.53

Total 124.60 134.76

iii.Total research and development expenditure as a percentage of sales, net of excise duty 0.78 % 1.17 %

Conservation of energy

As a part of continuing efforts to conserve various resources, following steps were taken to conserve energy in plants situated at various locations:

- Electrical energy saving was achieved by replacing

conventional lamps with Light Emitting Diode (LED) street lights and LED mid-bay lamps; installation of portable as well as auto load/unload compressors in various shops, installatio of transparent roof sheets for optimum utilisation of natural lights; Installation of fan-less cooling towers for compressor house ;

- Water saving was achieved by usage of recycled water, drip irrigation/sprinkler system for gardening, revising water change frequency of paint booth water circulation system; regulating pump on-off timing through timers and replacement of old underground water pipes by above- ground pipes to avoid wastage of water due to leakage; installation of time controlled auto system for water pumping in shops; Use of treated water for construction at Pantnagar plant;

- Liquified petroleum gas (LPG)/propane saving was achieved by reduction in number of initial heat up occurrences from two to one for continuous gas carburising (CGC) furnace; installation of waste heat recovery system for pre-heating of combustion air in paint shop; reduction in hot water temperature for pre-treatment process; use of reflective coating inside furnaces for better heat retention;

- Major initiatives in utilization of renewable energy were taken by use of solar water heating system for shops, canteens etc; installation of natural air exhaust (turbo Ventilators) in shops.

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 under :-

Reduction achieved in 2011 (%) 2010 (%)

Electrical energy 14.31 17.45

Water 13.33 26.96

LPG 14.40 12.37

Investment/savings

Investment for energy conservation activities Rs. 0.84 crore

Saving achieved through above activities Rs. 1.12 crore

International Business

Bajaj Auto maintained its stellar growth in exports and continued to be Indias largest exporter of two and three-wheelers. During 2011, the company exported 1,203,718 vehicles, achieving a growth of 35 % over the previous year. In 2011, total exports amounted to Rs. 4,552 crore (US $ 974.6 Million).

More details of International Business are set out in the annexed Management Discussion & Analysis report.

Foreign exchange earning & 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. 4,564.78 crore, compared to Rs. 3,268.95 crore during the previous year.

Total foreign exchange outflow during the year under review was Rs. 844.50 crore as against Rs. 461.61 crore during the previous year.

The above outflow includes an investment of Rs. 210.08 crore (Previous Year; Rs. 1.60 crore) made in its 100% subsidiary, Bajaj Auto International Holdings BV. Netherlands for increasing its stake in KTM Power Sports AG from 31.92 % to 39.26 %.

Industrial relations

Industrial Relations with staff and workmen across the plants at Akurdi, Waluj, Chakan and Pantnagar continued to be cordial.

The wage settlements dated 21 May 2010 and 20 August 2010 were signed in conciliation between the management and Vishwa Kalyan Kamgar Sanghtana for BAL Chakan and BAL Akurdi respectively. Also the wage settlement dated 1 March 2011 was signed in conciliation between the management and Bajaj Auto Ltd. Employees Union for BAL Waluj.

Three workmen of BAL Waluj, Aurangabad received the Prime Minister Shram Award at the hands of Prime Minister of India, on 15 September 2010.

Subsidiaries

PT. Bajaj Auto Indonesia (PT BAI) is a majority shareholding (98.94%) subsidiary of Bajaj Auto Limited. The subsidiary assembles and markets Pulsars in Indonesia.

The past year had recorded a significant growth in volumes compared to last year. The growth was led by the Light Sports Pulsar 135. Indonesia, being a light weight high acceleration step-through market (bebek), Pulsar 135 LS is positioned competitively to upgrade from bebek for the thrill seeking youngsters. The product is well received by the customers and continued to do well. So far, there are more than 50,000 satisfied customers, owning Bajaj motorcycles in Indonesia.

Product portfolio will be expanded under Pulsar brand with Pulsar 220 in the first quarter of 2011-12.

During the year under review, sales and service showrooms were expanded to cover 3 additional provinces. The company plans to increase the number of sales & service show rooms from 84 Nos. to 130 Nos. in the current year.

In an effort to bring down the customs duty liability, the subsidiary has localised some of the assembly operations. It would continue to pursue the localisation of sub- assemblies further in 2011-12. Custom duty rates for SKD and CKD operations have been reduced by 5% from December 2010 by Govt. of Indonesia

With the addition of Pulsar 135 & Pulsar 220 to the model lineup and with increased local sub-assembly operations, the subsidiary would be in a position to reduce its losses in 2011-12.

Notwithstanding what is stated above, considering the continuing losses and longer gestation period, the company has assessed the carrying value of investments made in PT. Bajaj Auto Indonesia and determined an amount of Rs. 102.27 crore at present as a diminution in the value of investment and has accordingly made a provision of the said amount.

Bajaj Auto International Holdings BV, Netherlands (BAIHBV)

During the year under review, BAIHBV invested further € 32 million to increase its stake in KTM Power Sports AG (KTM PS) to 39.26%.

The first product KTM Duke 125cc went into production on 7 March 2011. This product stands testimony to Bajaj Autos design, development and production engineering skills.

KTM Duke 125cc has been extensively tested by European Auto Magazine and has had rave reviews. The product has been launched in Europe in April 2011.

KTM 200 from this platform is under development.

Signing for 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 has now become a signatory to the “Commitment to anti-corruption” and has also decided to support the “Partnering Against Corruption – Principles for Countering Bribery” derived from Transparency Internationals Business Principles. This calls for a commitment to two fundamental actions viz. a zero-tolerance policy towards bribery and development of practical and effective implementation program.

Approval of Shareholders for Payment of commission

Directors seek your approval by way of a special resolution for payment of commission to non-executive directors of a sum not exceeding 1% of the net profits of the Company for a further five years term from 1 April 2011 to 31 March 2016, subject to applicable provisions of the Companies Act, 1956. Earlier such approval has expired on 31 March 2011.

Corporate social responsibility

During the year 2010-11, Bajaj Auto continued its Affirmative Action Plan & Corporate Social Responsibility initiatives in various fields. Activities in this area are set out in greater detail in the annexed CSR Report.

Directors

Nanoo Pamnani, Manish Kejriwal, P Murari and Niraj Bajaj retire from the board by rotation this year and being eligible, offer themselves for re-appointment.

Directors responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, directors state:

- that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

- that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- that the annual accounts have been prepared on a going concern basis.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, viz. PT. Bajaj Auto Indonesia and Bajaj Auto International Holdings BV. Netherlands and as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.

Information in aggregate for each subsidiary company is disclosed separately in the consolidated balance sheet.

Statutory disclosures

Ministry of Corporate Affairs (MCA) vide Circular No. 51/12/2007- CL-III dated 8 February 2011 has given general exemption with regard to attaching of the balance sheet, profit and loss account and other documents of its subsidiary companies subject to fulfillment of conditions mentioned therein. Prior to the issue of this Circular, the company had applied for exemption under Section 212(8) of the Companies Act, 1956. In response, the company received a communication from MCA mentioning about the applicability of this general exemption and that further no exemption would be necessary. The company has fulfilled all the

necessary conditions in this regard. The summary of the key financials of the companys 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.

Particulars regarding technology absorption, conservation of energy and foreign exchange earning and outgo required under section 217(1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988 have been given in preceding paragraphs.

Directors Responsibility Statement as required by section 217(2AA) of the Companies Act, 1956 appears in a preceding paragraph.

Certificate from auditors of the company regarding compliance of conditions of corporate governance is annexed to this report as Annexure 1.

A cash flow statement for the year 2010-11 is attached to the balance sheet.

Corporate governance

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled Corporate Governance has been included in this annual report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2010-11. 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.

Secretarial standards of ICSI

Secretarial standards issued by the Institute of Company Secretaries of India (ICSI) from time to time are currently recommendatory in nature. Your company is, however, complying with the same.

Group

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising “Group” as defined under the Monopolies and Restrictive Trade Practices (“MRTP”) Act, 1969 are disclosed in the Annual Report for the purpose of Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

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.

Auditors

The members are requested to appoint Messers Dalal & Shah, Chartered Accountants, as auditors for the period from the conclusion of the ensuing annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration.

Mr A P Raman, cost accountant, Pune has been appointed as cost auditor to conduct the said audit for the year 2011-12, and the government approval in this regard has been received.

On behalf of the board of directors

Rahul Bajaj Chairman

18 May 2011


Mar 31, 2010

The directors present their third annual report and the audited statements of accounts for the year ended 31 March 2010.

The highlights are as under:-

Units 2009-10 2008-09
Two Wheelers 2,511,643 1,919,625

Three Wheelers 340,937 274,529

Total 2,852,580 2,194,154

Of which Exports 891,002 772,519



Financials

Rs. In Million

2009-10 2008-09

Net sales & other income 120,435 89,323

Gross profit before exceptional items, interest & depreciation 27,151 13,140

Exceptional items

VRS compensation 1,833 1,833 Valuation losses of derivative hedging instruments 218 218

Interest 60 210

Depreciation 1,365 1,298

Profit before taxation 24,111 9581

Provision for taxation 7,075 3,016

Profit after tax 17,036 6,565

Disposable surplus 17,001 6,545

Proposed dividend (inclusive of dividend tax> 6,748 3,724

Transfer to General Reserve 1,703 2,821

Balance carried in Profit & Loss Account 8,550 --

Earnings per share (Rs.) 117.7 45.2

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs.40 per share, (400 per cent) for the year ended 31 March 2010. The amount of dividend and the tax thereon aggregates to Rs. 6,748.5 million.

Dividend paid for the year ended 31 March 2009 was Rs.22 per share (220 per cent). The amount of dividend and the tax thereon aggregated to Rs. 3,724 million.

Operations

The operations of the company are elaborated in the annexed Management Discussion and Analysis Report.

Capacity expansion & New Projects

The company plans to increase its capacity of two and three wheelers from the current 4,260,000 numbers per annum to 4,980,000 numbers per annum by 31 March 2011.

The 4 wheel vehicle development work is under progress and commercial launch of the first product from this platform is scheduled for 2012.

The techno-economic feasibility of the 4-wheeler Project and related agreements between partners, Bajaj, Renault & Nissan will be concluded at a suitable stage of this platform development.

Research & development and technology absorption

During the year under review, your company continued to invest substantially in R & D facilities, resulting in the enhancement of its infrastructure for design, prototyping & testing.

The year 2009-10 was a satisfying year, with R&D being involved in the creation of a number of new products and helping your company to gain market share. Many important products, which demonstrated the technical prowess of the company, were launched during the year under review. These were Pulsar 220 F, Pulsar 180 UG, Pulsar 150 UG, Pulsar 135 LS and Discover DTS-si.

Your company continues to focus on expanding its design and testing teams, which has enabled it to make the new generation products.

The developments in this area are set out in greater detail in the annexed Management Discussion and Analysis Report.

The expenditure on research and development during 2009-10 and in the previous year was:

Rs. In Million

2009-10 2008-09

i. Capital (including technical know-how) 312.3 310.8

ii. Recurring 1,035.3 837.9

Total 1,347.6 1,148.7

iii. Total resarch and development expenditure as a percentage of sales, net of excise duty 1.17 1.36

Conservation of energy

As a part of continuing efforts to conserve various resources, following steps were taken to conserve energy:

Electrical energy saving was achieved by introduction of light emitting diode (LED) street lights and LED mid-bay lamps; use of compact fluorescent lamps for office lighting; efficient usage of compressor and installation of transparent roof sheets for optimum utilisation of natural lights;

# Water saving was achieved by usage of recycled water, drip irrigation / sprinkler system for gardening, revising water change frequency of paint booth water circulation system; regulating pump on-off timing through timers and replacement of old underground water pipes above-ground pipes to avoid wastage of water due to leakage;

• Liquified petroleum gas (LPG) saving was achieved by reduction in number of initial heat up occurrences from two to one for continuous gas carburising (CGC) furnace; installation of waste heat recovery system for pre-heating of combustion air in paint shop; reduction in hot water temperature for pre-treatment process and single shift running for production upto 60K at Pantnagar.

Impact of measures taken

Asa result of the initiatives taken for conservation of energy and natural resources, the company has effected an overall reduction in consumption as under:-

Reduction achieved in 2009-10 (%) 2008-09 (%)

Electrical energy 17 23

Water 27 11

LPG 12 44

Investment / savings

Investment for energy conservation activities Rs.8.1 million

Saving achieved through above activities Rs.15.1 million

Foreign exchange earning & 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.32,690 million, compared to Rs. 26,819 million during the previous year.

Total foreign exchange outflow during the year under review was Rs. 4,616 million as against Rs. 7,286 million during the previous year.

The above outflow includes an investment of Rs.16 million (Previous Year Rs. 1,378 million) made in its 100% subsidiary, Bajaj Auto International Holdings BV. Netherlands for increasing its stake in KTM Power Sports AG from 31.72% to 31.92%. It further includes an investment of Rs.811 million (Previous Year Nil) made in its subsidiary, PT Bajaj Auto Indonesia.

Industrial relations

Industrial relations with staff and workmen across the plant at Akurdi, Waluj, Chakan and Pantnagar remained cordial.

The year 2010, being a Silver Jubilee year for the Waluj factory, various events like cultural activities of employees and their family members, sports competitions, tree plantation, blood donation etc. were conducted.

One workman of the Waluj plant received the Kamgar Bhushan Award and six workmen received the Gunwant KamgarAward, declared by the Government of Maharashtra for the year 2009.

Subsidiaries

PT. Bajaj Auto Indonesia (PT BAI), is a majority shareholding (98.94%) subsidiary of Bajaj Auto Limited. The subsidiary assembles and markets Pulsars in Indonesia. During the year, the

Pulsar upgrades were introduced in Indonesia. So far, there are more than 38,000 satisfied customers, owning Bajaj motorcycles in Indonesia.

Product portfolio will be expanded under Pulsar brand with Pulsar 135 LS in the first quarter of 2010-11. Indonesia, being a light weight high acceleration step-through market (bebek), Pulsar 135 LS will be positioned competitively to upgrade from bebek for the thrill seeking youngsters.

During the year under review, sales and service showrooms were expanded to cover 23 provinces, across 7 major islands.

In an effort to bring down the customs duties, the subsidiary has localised some of the assembly operations. It would continue to pursue the localisation of sub- assemblies further in 2010-11.

With the addition of Pulsar 135 LS to the model line up and with increased local sub-assembly operations, the subsidiary would be in a position to reduce its losses in 2010-11.

Bajaj Auto International Holdings BV, Netherlands (BAIHBV) During the year under review, BAIHBV invested further Euro 250,290 to increase its stake in KTMPS to 31.92%.

The first product developed under the joint development program between KTM and BAL was showcased in Milan Motorshow in November 2009 and was received well. The product will goon sale in 2010-11.

Reinforcing its commitment to KTM and signifying the strategic importance of KTM brand & products, Bajaj invested a further Euro 20 Million in April 2010 in KTM through BAIHBV taking its stake in KTM to 35.67%.

Corporate social responsibility

During the year 2009-10, Bajaj Auto continued its Affirmative Action Plan & Corporate Social Responsibility initiatives in various fields. Activities in this area are set out in greater detail in the CSR Report.

Directors

J N Godrej, S H Khan, Suman Kirloskar and Naresh Chandra retire from the board by rotation this year and being eligible, offer themselves for re-appointment.

Rahul Bajaj, Madhur Bajaj and Rajiv Bajaj have been re-appointed as Chairman, Vice Chairman and Managing Director for a further term of five years commencing from 1 April 2010 and ending 31 March 2015.

Directors responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, directors state:

« that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

# that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

® that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

• that the annual accounts have been prepared on a going concern basis.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, viz. PT. Bajaj Auto Indonesia and Bajaj Auto International Holdings BV, Netherlands and as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.

Information in aggregate for each subsidiary company is disclosed separately in the consolidated balance sheet.

Statutory disclosures

The company has received an exemption from the central government under section 212 (8) of the Companies Act, 1956 with regard to attaching of the balance sheet, profit and loss account and other documents of its subsidiary companies, viz. PT Bajaj Auto Indonesia and Bajaj Auto International Holdings BV, Netherlands for the year 2009-10. The summary of the key financials of the companys 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.

Particulars regarding technology absorption, conservation of energy and foreign exchange earning and outgo required under section 217(1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988 have been given in preceding paragraphs.

Directors Responsibility Statement as required by section 217(2AA) of the Companies Act, 1956 appears in a preceding paragraph.

Certificate from auditors of the company regarding compliance of conditions of corporate governance is annexed to this report as Annexure 1.

A cash flow statement for the year 2009-10 is attached to the balance sheet.

Corporate governance

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled Corporate Governance has been included in this annual report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2009-10. 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.

Secretarial standards of ICSI

Secretarial standards issued by the Institute of Company Secretaries of India (ICSI) from time to time are currently recommendatory in nature. Your company is, however, complying with the same.

Group

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "Group" as defined under the Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the Annual Report for the purpose of Regulation 3(1 )(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

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.

Auditors

The members are requested to appoint Messers Dalai & Shah, Chartered Accountants, as auditors for the period from the conclusion of the ensuing annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration.

Mr A P Raman, cost accountant, Pune has been appointed as cost auditor to conduct the said audit for the year 2010-11, and the government approval in this regard has been received.

On behalf of the board of directors

Rahul Bajaj 12 May 2010 Chairman

तुरंत पाएं न्यूज अपडेट
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X