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Report Date : |
21.04.2008 |
IDENTIFICATION
DETAILS
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Name : |
BAJAJ HOLDINGS AND INVESTMENTS LIMITED (w.e.f. 20.02.2008) |
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Formerly Known as: |
BAJAJ AUTO LIMITED |
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Registered Office : |
Mumbai - Pune
Road, Akurdi, Pune - 411 035, Maharashtra |
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Country : |
India |
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Financials (as on) : |
31.03.2007 |
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Date of Incorporation : |
29.11.1945 |
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Com. Reg. No.: |
004656 |
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CIN No.: [Company
Identification No.] |
U35911MH1945PTC004656 |
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TAN No.: [Tax
Deduction & Collection Account No.] |
PNEB05805C |
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PAN No.: [Permanent
Account No.] |
AAACB3370K |
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Legal Form : |
Public Limited Liability
Company. The company’s shares are listed on the stock exchanges. |
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Line of Business : |
Manufacturers and
Marketers of Motorised Two Wheelers and Three Wheelers upto 350 CC Capacity
and special purpose Machine Tools. |
RATING &
COMMENTS
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MIRA’s Rating : |
Aa |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
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Maximum Credit Limit : |
USD 221372800 |
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Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
The Company is an
old, well established and the flagship company of the reputed Bajaj Group
engaged in manufacturing and marketing Bajaj Scooters, Motor Cycles, Three
Wheelers and Spare Parts. The company’s performance in terms of production,
turnover and profits has been good during the financial year 2003-04. Trade
relations are fair. Payments are Correct and as per commitments. It can be
considered good for business dealings at usual trade terms and conditions. Maximum credit
line upto Eur 3 millions can be granted for a single transaction. |
LOCATIONS
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Registered Office : |
Mumbai - Pune
Road, Akurdi, Pune - 411 035, Maharashtra, India |
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Tel. No.: |
91-20-27406603 /
27406063 / 27406281/ 27406137 |
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Fax No.: |
91-20-27407380 /
27407392 |
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E-Mail : |
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Website : |
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Plants : |
v Mumbai-Pune Road, Akurdi, Pune - 411 035,
Maharashtra v Bajaj Nagar, Waluj, Aurangabad - 431 136,
Maharashtra v MIDC, Plot No. A1, Mahalunge Village,
Chakan - 410 501, Pune, Maharashtra |
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Factory : |
Bajaj Nagar, Waluj, Aurangabad – 431 136, India. |
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Factory : |
Chakan Industrial Area, Chakan, Pune – 410 501, Maharashtra, India. |
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Factory : |
Plot No. 2, Sector -10, IIE Pant Nagar, Udham Singh Nagar, Uttarkhand
– 263 531, India. |
DIRECTORS
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Name : |
Mr. Madhur Bajaj |
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Designation : |
Vice Chairman |
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Date of Birth/Age : |
53 years |
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Qualification : |
B.Com., MBA |
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Experience : |
26 years |
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Date of Appointment : |
21-06-1986 |
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Previous Employment : |
Bajaj International Private Limited, Chief Executive |
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Name : |
Mr. Rahul Bajaj |
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Designation : |
Chairman and Managing Director |
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Date of Birth/Age : |
67 years |
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Qualification : |
B.A. (Hons), LLB, MBA (Harvard) |
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Experience : |
46 years |
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Date of Appointment : |
01-04-1970 |
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Previous Employment : |
Bajaj Tempo Limited, Dy. General Manager |
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Name : |
Mr. Rajiv Bajaj |
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Designation : |
Managing Director |
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Date of Birth/Age : |
39 years |
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Qualification : |
B. E. Mechanical,
M Sc ( M S E) |
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Experience : |
15 years |
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Date of Appointment : |
19.12.1990 |
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Name : |
Mr. Kantikumar R.
Podar |
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Designation : |
Director |
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Name : |
Mr. Shekhar Bajaj |
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Designation : |
Director |
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Name : |
Mr. D. J. Balaji
Rao |
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Designation : |
Director |
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Name : |
Mr. D. S. Mehta |
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Designation : |
Whole-time Director |
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Name : |
Mr. J. N. Godrej |
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Designation : |
Director |
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Name : |
Mr. S. H. Khan |
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Designation : |
Director |
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Name : |
Mr. Suman
Kriloskar |
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Designation : |
Director |
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Name : |
Mr. Nanoo Pamnani |
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Designation : |
Director |
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Name : |
Mr. Sanjiv Bajaj |
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Designation : |
Executive
Director |
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Date of
Birth/Age : |
36 years |
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Qualification
: |
B.E. (Mechanical),
M.Sc. (M.S.E.), MBA (Harvard) |
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Experience : |
11 years |
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Date of
Appointment : |
01.08.1994 |
KEY EXECUTIVES
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Name : |
Mr. Ranjit Gupta |
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Designation : |
Vice President (Insurance) |
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Name : |
Mr. C. P.
Tripathi |
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Designation : |
Vice President (Operations) |
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Name : |
Mr. N. H.
Hingorani |
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Designation : |
Vice President (Commercial) |
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Name : |
Mr. P. B. Menon |
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Designation : |
Vice President (Projects) |
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Name : |
Mr. Kevin D’sa |
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Designation : |
Vice President (Finance) |
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Name : |
Mr. Klaus Biskup |
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Designation : |
President (South East Asia) |
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Name : |
Mr. Pradeep
Shrivastava |
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Designation : |
Vice President (Engineering) |
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Name : |
Mr. S Sridhar |
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Designation : |
Vice President (Marketing and Sales – 2 Wheelers) |
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Name : |
Mr. V S Raghavan |
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Designation : |
Vice President (Corporate Finance) |
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Name : |
Mr. S Ravi Kumar |
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Designation : |
Vice President (Business Development) |
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Name : |
Mr. K Srinivas |
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Designation : |
Vice President (Human Resources) |
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Name : |
Mr. Abraham
Joseph |
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Designation : |
General Manager (Research and Development) |
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Name : |
Mr. J. Sridhar |
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Designation : |
Company Secretary |
MAJOR SHAREHOLDERS
/ SHAREHOLDING PATTERN
As on 31.03.2007
|
Names of Shareholders |
No. of Shares |
Percentage of
Holding |
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Promoters and Persons acting in Concert |
30,201,184 |
29.85 |
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Friends and Associates of Promoters |
16,896,811 |
16.70 |
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GDRs * |
1,995,654 |
1.97 |
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Foreign Institutional Investors |
19,716,879 |
19.49 |
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Public Financial Institutions |
5,328,386 |
5.27 |
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Mutual Funds |
2,037,689 |
2.01 |
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Nationalised and other banks |
300,466 |
0.30 |
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NRIs and OCBs |
631,644 |
0.62 |
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Others |
24,074,797 |
23.79 |
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Total |
101,183,510 |
100.00 |
* Under the deposit agreement, the depository exercises
the voting rights on the shares underlying the GDRs as directed by the
promoters of the Company.
BUSINESS DETAILS
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Line of Business : |
Manufacturers and
Marketers of Motorised Two Wheelers and Three Wheelers upto 350 CC Capacity and
special purpose Machine Tools. |
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Products : |
Generic Names of
the Principal Products/Service of the company:
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Exports : |
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Countries : |
Africa,
Argentina, Bangladesh, Colombia, Europe, Iran, South East Asia and Sri Lanka. |
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Imports : |
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Countries : |
Europe and Japan |
PRODUCTION STATUS
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Particulars |
Unit |
Licensed
Capacity |
Installed
Capacity |
Actual
Production |
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Motorised Two Wheelers and Three Wheelers
upto 350 CC Engine Capacity |
Nos. |
1639350 |
3180000 |
2291110 |
GENERAL
INFORMATION
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No. of Employees : |
2540 |
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Bankers : |
Ř Central Bank of India Ř State Bank of India Ř Citibank N.A. Ř Standard Chartered Bank Ř Bank of America Ř ICICI Bank Ř HDFC Bank Ř Danamon |
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Facilities : |
Secured Loans (Rs. in millions) :
Unsecured Loans (Rs. In millions) :
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Banking
Relations : |
Good |
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Auditors : |
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Name : |
v
Dalal &
Shah, Chartered Accountant v
International
Accountants – KPMG v
Cost Auditor v
A P Raman,
Cost Accountant |
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Memberships : |
Confederation of
Indian Industry |
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Associates: |
v Mukand
International Limited v Maharashtra
Scooters Limited v Bajaj Sevashram
Private Limited v Bajaj
International Private Limited v Hind Musafir
Agency Private Limited v Bajaj Allianz
General Insurance Company Limited v Allianz Bajaj
Life Insurance Company Limited v Mukand Global
Finance Limited v Bachhraj
Factories Private Limited v The Company
Holdings Limited v Jamnalal Sons
Private Limited v Bachhraj &
Company Private Limited v The Hindustan
Housing Company Limited v Baroda
Industries Private Limited SUBSIDIARIES Ř The Company Holdings Limited Ř Bajaj Allianz General Insurance Company
Limited Ř
Allianz
Bajaj Life Insurance Company Limited |
CAPITAL STRUCTURE
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
15,00,00,000 |
Equity Shares |
Rs. 10/- Each |
Rs. 1500.000 millions |
Issued, Subscribed & Paid-up Capital :
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No. of Shares |
Type |
Value |
Amount |
|
*101,183,510 |
Equity Shares |
Rs. 10/- Each |
Rs. 1011.800
millions |
Notes:
* Includes prior to buy back of 18,207,304 Equity
Shares of Rs. 10/- each:
1. 114,174,388 Equity Shares allotted as fully
paid Bonus Shares by way of Capitalisation of Share Premium Account and
Reserves
2. 4,342,676 Equity Shares issued by way of
Euro Equity Issue represented by Global Depository Receipts (GDR) evidencing
Global Depository Shares, at a price of U.S.$ 25.33 per Share [ inclusive of
premium] excluding 2,171,388 Equity Shares allotted as Bonus Shares thereon.
Outstanding GDR’s were 1,995,654 (2,320,561)
FINANCIAL DATA
[all figures are in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2007 |
31.03.2006 |
31.03.2005 |
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SHAREHOLDERS FUNDS |
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1] Share Capital |
1011.800 |
1011.800 |
1011.835 |
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2] Share Application Money |
0.000 |
0.000 |
0.000 |
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3] Reserves & Surplus |
54331.400 |
46695.500 |
40331.662 |
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4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
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NETWORTH |
55343.200 |
47707.300 |
41343.497 |
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LOAN FUNDS |
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1] Secured Loans |
224.600 |
0.200 |
0.000 |
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2] Unsecured Loans |
16029.700 |
14671.300 |
12269.926 |
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TOTAL BORROWING |
16254.300 |
14671.500 |
12269.926 |
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DEFERRED TAX LIABILITIES |
1844.900 |
1902.100 |
1398.965 |
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TOTAL |
73442.400 |
64280.900 |
55012.388 |
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APPLICATION OF FUNDS |
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FIXED ASSETS [Net Block] |
12519.700 |
11141.600 |
11149.762 |
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Capital work-in-progress |
269.200 |
241.800 |
83.566 |
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INVESTMENT |
64475.300 |
58569.700 |
45605.757 |
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DEFERREX TAX ASSETS |
1103.200 |
1026.300 |
0.000 |
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Lease Adjustment Account Plant and Machinery |
175.000 |
175.000 |
175.000 |
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Technical Know-how |
41.300 |
13.400 |
40.551 |
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CURRENT ASSETS, LOANS & ADVANCES |
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Inventories |
3097.000
|
2241.747 |
2241.747
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Sundry Debtors |
5298.300
|
1763.452 |
1763.452
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Cash & Bank Balances |
834.800
|
1086.809 |
1086.809
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Other Current Assets |
362.200
|
685.311 |
685.311
|
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Loans & Advances |
28594.000
|
20120.100 |
20120.100
|
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Total
Current Assets |
38186.300
|
28560.700 |
25897.419
|
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Less : CURRENT
LIABILITIES & PROVISIONS |
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Current Liabilities |
14989.700
|
7850.705
|
7850.705
|
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Provisions |
28337.900
|
20088.962
|
20088.962
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Total
Current Liabilities |
43327.600
|
35447.600 |
27939.667
|
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Net Current Assets |
(5141.300)
|
(6886.900) |
(2042.248)
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MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
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TOTAL |
73442.400 |
64280.900 |
55012.388 |
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PROFIT & LOSS
ACCOUNT
|
PARTICULARS |
31.03.2007 |
31.03.2006 |
31.03.2005 |
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Sales Turnover |
92922.300 |
74693.800 |
57239.600 |
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Other Income |
7838.200 |
6369.700 |
5988.200 |
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Total Income |
100760.500 |
81063.500 |
63227.800 |
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Profit/(Loss) Before Tax |
17280.500 |
15807.400 |
10864.400 |
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Provision for Taxation |
4900.900 |
4791.100 |
3196.300 |
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Profit/(Loss) After Tax |
12379.600 |
11016.300 |
7668.100 |
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Earnings in Foreign Currency : |
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Export Earnings |
16924.000 |
8990.300 |
6949.500 |
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Other Earnings |
373.600 |
448.800 |
341.900 |
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Total Earnings |
17297.600 |
9439.100 |
7291.400 |
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Imports : |
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|
Raw Materials |
1725.700 |
722.500 |
512.100 |
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Stores & Spares |
2851.100 |
25.200 |
63.600 |
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Machinery Spares |
48.500 |
897.800 |
300.200 |
|
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Capital Goods |
518.000 |
1628.000 |
636.500 |
|
Total Imports |
5143.300 |
3273.500 |
1512.400 |
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Expenditures : |
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Raw Material Consumed |
69010.100 |
53246.000 |
40896.800 |
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Interest |
53.400 |
3.400 |
6.700 |
|
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Depreciation & Amortization |
1902.600 |
1910.000 |
1853.700 |
|
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Other Expenditure |
12513.900 |
10096.700 |
9314.300 |
|
Total Expenditure |
83480.000 |
65256.100 |
52071.500 |
|
QUARTERLY /
SUMMARISED RESULTS
|
PARTICULARS |
30.06.2007 |
30.09.2007 |
31.12.2007 |
|
Type |
1st
Quarter |
2nd
Quarter |
3rd
Quarter |
|
Sales
Turnover |
21091.100 |
23622.800 |
25017.000 |
|
Other
Income |
1026.900 |
1472.300 |
1786.500 |
|
Total
Income |
22118.000 |
25095.100 |
26803.500 |
|
Total
Expenditure |
18337.500 |
19915.100 |
21897.700 |
|
Operating
Profit |
3780.500 |
5180.000 |
4905.800 |
|
Interest |
6.000 |
13.600 |
19.300 |
|
Gross
Profit |
3779.900 |
5166.400 |
4886.500 |
|
Depreciation |
490.200 |
487.200 |
493.400 |
|
Tax |
1025.000 |
1315.000 |
1125.000 |
|
Reported
PAT |
2264.700 |
3364.200 |
3268.100 |
KEY RATIOS
|
Year |
31.03.2007 |
31.03.2006 |
31.03.2005 |
|
Debt Equity Ratio |
0.30
|
0.30 |
0.29 |
|
Long Term Debt Equity Ratio |
0.30
|
0.30 |
0.29 |
|
Current Ratio |
0.83
|
0.83 |
0.87 |
|
Turnover Ratios |
|
|
|
|
Fixed Assets |
3.50
|
3.04 |
2.41 |
|
Inventory |
36.52
|
34.48 |
30.78 |
|
Debtors |
25.59
|
35.86 |
42.32 |
|
Interest Cover Ratio |
284.83
|
4648.62 |
1622.01 |
|
Operating Profit Margin (%) |
16.08
|
20.67 |
19.37 |
|
Profit Before Interest and Tax Margin (%) |
14.30
|
18.44 |
16.55 |
|
Cash Profit Margin (%) |
12.01
|
15.08 |
14.50 |
|
Adjusted Net Profit Margin (%) |
10.22
|
12.85 |
11.68 |
|
Return On Capital Employed (%) |
22.71
|
27.25 |
21.60 |
|
Return On Net Worth (%) |
21.10
|
24.74 |
19.59 |
LOCAL AGENCY
FURTHER INFORMATION
HISTORY
The Company was
incorporated on 29th November, 1945 at Pune in Maharashtra having
Company Registration Number 4656.
The Company, the flagship
of the Bajaj group, manufactures and markets Bajaj scooters, motorcycles,
three-wheelers and spare parts. Incorporated in 1945 as a private limited
company, it went public in 1960. Currently the company has three plants at
Akurdi, Waluj and Chakan with a combined installed capacity to produce 2520000
nos. of two wheelers and three wheelers. Further the company has a capacity to
produce 65.20 MW of Windpower.
In 1974-75, it co-promoted
a joint-sector company, Maharashtra Scooters. A land was set up at Satara and
production of Priya scooters commenced in 1976.
In 1983-84, the company signed a technical know-how agreement with Vigel,
Italy, to manufacture special-purpose machine tools. In 1989-90, it entered
into a technical collaboration with Orbital Engine Company, Australia, to
develop fuel injection systems for 150-cc scooters.
The company which was popular for its Scooters got into manufacturing of
motorcycles(4-stroke) in 1990-91 in collaboration with Kawasaki Heavy
Industries of Japan. The company has product offering in all segments of
motorcycles industry with Boxer range and BYK in Entry Level segment, Caliber
in Executive Category, Pulsar in Premium & Eliminator in Super Premium
category. Currently it has garnered around 23 % market share of Indian
Motorcycle industry.
The new product
Pulsar 150 cc and 180 cc motorcycle which were launched during 2001 had
received a good response in the market. In the same category the company was
planning to launch a 125 cc motorcycle with Kawasaki Heavy Industries Limited
which is in the final stage of development and is expected to be launched in
the current financial year. A rear engine diesel goods carrier is also under testing
stage and will be launched in early of 2003. The upgradation for Chetak 4S and
Legend was done to meet the stringent requirements of US regulations and the
company has started supplying the same to USA.
The Company’s
presence in the ungeared scooter segment was only the Sprit 70cc. In March
2005, the Company introduced a new ungeared scooter called Wave for which the
engine is powered by DTSI.
All the three phases of the windmill project, involving the installation of 112
windmills with a total capacity of 39.2 MW at Satara, were completed during
2000-2001. Phase IV of the above project with an installed capacity of 20 MW in
Ahmednagar district was completed in December 2001. The Vankusavda, Satara
District Windmill project was also completed in March 2002. After commissioning
of all the phases the total annual power generation is around 116 million
units. The total investment made for the wind mill project at Satara and
Ahmednagar districts was Rs. 2.942 billion.
With the opening of the insurance sector, the company has entered into joint
venture agreements with Allianz AG, Germany, to set up two separate companies -
Bajaj Allianz General Insurance Company Limited and Allianz Bajaj Life
Insurance Company Limited The Company and Allianz had signed two separate joint
venture agreements for these two businesses and have respectively committed 74%
and 26% of the initial share capital of Rs 1100 millions in case of the general
insurance venture and Rs 1500 millions in case of the life insurance venture.
The Allianz Bajaj Life Insurance Company has received its licence from IRDA and
started its operations in August 2001. It has received Rs. 1.17 billion from
Allianz AG as goodwill. The Life Insurance commenced its operations October,
2001.
In 2005-06, The
Company Planned to set up new manufacturing unit at Pantnagar in the State of
Uttaranchal to manufacture upto one million 2 and 3 wheelers and parts thereof
per annum. In line with the Company’s lean manufacturing systems, a ‘The
Company Cluster’ of about 16 vendors will be created in the Pant Nagar
Industrial Area. The Company has reserved around 225 acres of land at the Pant
Nagar Industrial Area for this purpose. This plant has commenced its operations
in April 2007.
The Company is
setting up a Greenfield project at Chakan to manufacture a new range of three
and four wheelers. It has also decided to set up Special Economic Zone at
Waluj, Aurangabad.
In 2006-07, The
Company entered into a Joint Venture in Indonesia with a local financial
consultancy group Boentaro and formed PT. The Company Indonesia, where the
Company has 95 percent equity ownership. This Joint Venture company will be
used for assemble and sell three wheelers and high end motorcycles
|
September, 2004 |
Bajaj
Discover DTS-i launched |
|
August, 2004 |
New
Bajaj Chetak 4 stroke with Wonder Gear launched |
|
May, 2004 |
Bajaj
CT100 Launched |
|
January, 2004 |
Bajaj
unveils new brand identity, dons new symbol, logo and brandline |
|
October, 2003 |
Pulsar
DTS-i is launched. |
|
October, 2003 |
107,115
Motorcycles sold in a month. |
|
July, 2003 |
Bajaj
Wind 125, The World Bike, is launched in India. |
|
February, 2003 |
The
Company launched its Caliber115 "Hoodibabaa!" in the executive
motorcycle segment. |
|
November, 2001 |
The
Company launches its latest offering in the premium bike segment ‘Pulsar’. |
|
January, 2001 |
The
Eliminator is launched. |
|
2000 |
The
Bajaj Saffire is introduced. |
|
1999 |
Caliber
motorcycle notches up 100,000 sales in record time of 12 months. |
|
|
Production
commences at Chakan plant. |
|
June 7th,
1998 |
Kawasaki
Bajaj Caliber rolls out of Waluj. |
|
July 25th,
1998 |
Legend,
India’s first four-stroke scooter rolls out of Akurdi. |
|
October, 1998 |
Spirit
launched. |
|
1997 |
The
Kawasaki Bajaj Boxer and the RE diesel Autorickshaw are introduced. |
|
November 29,
1995 |
The
Company is 50. |
|
|
Agreements
signed with Kubota of Japan for the development of diesel engines for
three-wheelers and with Tokyo R&D for ungeared Scooter and moped
development. |
|
|
The
Bajaj Super Excel is introduced while Bajaj celebrates its ten millionth
vehicle. |
|
|
One
million vehicles were produced and sold in this financial year. |
|
1994 |
The
Bajaj Classic is introduced. |
|
1991 |
The
Kawasaki Bajaj 4S Champion is introduced. |
|
1990 |
The
Bajaj Sunny is introduced. |
|
1986 |
The Bajaj
M-80 and the Kawasaki Bajaj KB100 motorcycles are introduced. |
|
|
500,000
vehicles produced and sold in a single financial year. |
|
November 5, 1985 |
The
Waluj plant inaugurated by the erstwhile President of India, Shri Giani Zail
Singh. |
|
|
Production
commences at Waluj, Aurangabad in a record time of 16 months. |
|
January 19, 1984
|
Foundation
stone laid for the new Plant at Waluj, Aurangabad. |
|
1981 |
The
Bajaj M-50 is introduced. |
|
1977 |
The
Rear Engine Autorickshaw is introduced. |
|
|
The
Company achieves production and sales of 100,000 vehicles in a single
financial year. |
|
1976 |
The
Bajaj Super is introduced. |
|
1975 |
BAL
& Maharashtra Scooters Limited joint venture. |
|
1972 |
The
Bajaj Chetak is introduced. |
|
1971 |
The three-wheeler
goods carrier is introduced. |
|
1970 |
The
Company rolls out its 100,000th vehicle. |
|
1960 |
The
Company becomes a public limited company. Bhoomi Poojan of Akurdi Plant. |
|
1959 |
The Company
obtains licence from the Government of India to manufacture two- and
three-wheelers. |
|
1948 |
Sales
in India commence by importing two- and three-wheelers. |
|
November 29,
1945 |
The Company
comes into existence as Bachraj Trading Corporation Private Limited. |
BUSINESS
The Company is
engaged in the business as manufacturers and marketers of Motorised Two Wheelers
and Three Wheelers upto 350 CC Capacity and special purpose Machine Tools.
Introduction of new products:
Upgrading of current products for improved performance and reliability. *
Launching of variants in the current products for meeting specific customer
needs. * Developments in engine and vehicle aggregates to meet new motor
vehicle regulations and tightening emission norms.
During the year, the R & D efforts culminated in significant new product
successes for the company.
In May 2004, the company launched its CT 100 - a bike that is technologically
designed to give the benefits of the value segment, but at an entry level
price. The CT 100 with its improved performance, reliability and features
enabled the company to regain its leadership position in the price
segment.
In November 2004, the company launched upgraded versions of both Pulsar 150 and
180, with additional features such as ExhausTEC, alloy wheels and Nitrox Gas
Shock Absorber. With this, the company has maintained its leadership position
in the premium segment, notwithstanding growing competition in this
category.
Further, in September 2004, a totally new model, the 125 cc 'Discover' was
launched in the 'value' segment. The Discover has been awarded 'Bike of the
Year, 2005' and 'Best Indigenous Design of the Year 2005' by Overdrive
magazine.
The year also saw the launch of a new ungeared 110 cc scooter powered by a DTSi
engine called 'Wave'. The scooter has been launched in Maharashtra in March
2005 and will go national by July 2005. 'Wave' will help the company to
reposition itself in the ungeared scooter market. In the three-wheeler segment,
the company launched a larger diesel passenger vehicle 'Mega'. The company also
launched a variant of the Pick-up version with Hi-Deck tray.
All vehicles manufactured by the company meet the 2005 pollution norms and the
Central Motor Vehicle Regulations (CMVR).
DIRECTORS PROFILE:
Naresh Chandra
Naresh Chandra
(born in 1934) graduated from Allahabad University in 1952 and did his Post
Graduation (M. Sc. in Mathematics) in 1954. After a brief stint as Lecturer in
Mathematics at Allahabad University, he joined Indian Administrative Service in
1956.
He held important
positions in the states of Uttar Pradesh and Rajasthan during the period 1
956-1 965. He was deputed to the Government of India in 1965 to occupy certain
important positions. He subsequently went back to Rajasthan in 1973 and became
the Chief Secretary to the Government of Rajasthan during 1985-86. He has also
held several senior positions in Government of India, including as Home
Secretary (1990) and Cabinet Secretary (1990-92). He has led delegations of
Government of India to a number of countries.
He has held
directorships in many Government corporations as well as private companies. On
retirement, he served as the Senior Advisor to the Prime Minister of India (1
992-95). He also served as Governor of Gujarat (1995-96). Later, he served in
Washington DC as the Ambassador of India to the USA (1996-2001) and as Chairman
of the Committee on Corporate Governance as also the committee on private
companies and limited liability partnership in 2002-03 appointed by the
Government of India. He was the chairman of the Committee on Civil Aviation
Policy set up by the Government of India.
Directorships
• ACC Limited
• Avtec Limited
• Balrampur Chini
Mills Limited
• The Company
Limited
• Electrosteel
Castings Limited
• Hindustan Motors
Limited
• Linde Process
Technologies (India) Private Limited
• Tata Consultancy
Services Limited
• Vedanta Resources
Pic., London
Committee positions
• ACC Limited
• The Company
Limited
• Balrampur Chini
Mills Limited
• Hindustan Motors
Limited
• Tata Consultancy
Services Limited
• Vedanta Resources
Pic., London
Nanoo Pamnani
Nanoo Pamnani (born
in 1945) is B.A. (Hons) and B.Sc. (Economics), London School of Economics. He
began his career with Citibank in India as a Management Trainee in 1967.
Between 1967 and 1981, he handled various important assignments in Kolkata and
Chennai.
Between 1982 and 1995,
he was in charge of Citibank's operations and businesses in various countries,
including India, Sri Lanka, Nepal, Bangladesh, Philippines, Singapore, Hong
Kong, Taiwan, Indonesia, Thailand, Australia and other countries. In 1995, he
was appointed as Head of Operations and Technology for its businesses in over
70 countries, and was based in London.
He was appointed as
Chairman of Citicorp Finance (India) limited in 1997 and soon took over as the
Global Consumer Bank Head and as the Chief Executive Officer, Citibank N A,
India. In 2001, he was given the additional responsibility as Regional Head for
Corporate and Investment Bank for India, Sri Lanka, Bangladesh and Nepal.
In 2002, he was
appointed to the position of Chairman, Citibank N A, and India on a
non-executive capacity. In 2004, he was appointed to the role of Director,
Strategic Technology, Operations and Special Projects for Asia Pacific Consumer
Business and is based in Singapore.
Directorships
• The Company
Limited
• Citibank Savings
Inc.
• E-Serve
International Limited
• Polaris Software
Lab Limited
Committee positions
• The Company
Limited
Kantikumar R Podar
Kantikumar R Podar
(born in 1935), graduated from Sydenham College of Commerce and Economics, Bombay.
He was the youngest Sheriff of Bombay and was Justice of Peace, then a Special
Executive Magistrate and is now appointed as Special Executive Officer by the
Government of Maharashtra
The company has
joint venture with:-
Ř Cagiva Motor Spa, Italy
Ř Kawasaki Heavy Industries Limited, Japan
Ř Kubato Corporation, Japan
It is in trade terms with:-
·
Bajaj Trading
Company
·
Anant Trading
Company
·
Kushagra
Trading Company
·
Madhur
Securities Private Limited
·
Bajaj
International Private Limited
·
Bachhraj and
Company Private Limited
·
Jamnalal Sons
Private Limited
·
Sikkim Janseva
Pratisthan Private Limited
·
Niche
Financial Services Private Limited
·
Benchmark
Asset Management Company Private Limited
·
Baroda
Industries Private Limited
·
Bachhraj
Factories Private Limited
Contingent liabilities not provided for in
respect of
(Rs. In millions)
|
Sales Bills
Discounted |
53.600 |
18.000 |
|
Claims against
the Company not acknowledged as debts |
2426.700 |
2373.600 |
|
Guarantees given
by the Company to Housing Development Finance Corporation Limited - for loans
to Employees |
15.700 |
21.900 |
|
Excise and Customs
demand - matters under dispute and Claims for refund of Excise Duty, if any,
against Excise Duty Refund received in the earlier year |
850.200 |
626.200 |
|
Income-Tax matters under dispute |
|
|
|
Appeal by Company |
816.500 |
1232.400 |
|
Appeal by
Department |
1880.100 |
1880.100 |
|
Sales Tax matters
under dispute |
90.600 |
86.300 |
|
Claims made by
temporary workmen |
|
|
|
Pending before
various courts in respect of similar matters adjudicated by the Supreme Court
in the past. The matter is contingent on the factsand evidence presented
before the courts/adjudicating authorities and not necessarily likely to be
influenced by the Supreme Courts order |
Liability Uncertained |
Liability Uncertained |
|
The Company has imported
Capital Goods under the Export Promotion Capital Goods Scheme, of the
Government of India, at concessional rates of duty on an undertaking to
fulfill quantified exports against which remaining future obligations
aggregate to USD 151.45 million (Previous Year USD 189.66 million). Minimum
Export obligation to be fulfilled by the Company under the said scheme, by
31st March, 2006 has been fulfilled. Non fulfillment of the balance of such
future obligations in the manner required, if any, entails options/rights to
the Government to confiscate capital goods imported under the said licences
and other penalties under the above-referred scheme. |
|
-- |
Fixed
Assets:
Land Freehold
v Land Leasehold
v Buildings
v Waterpumps,
v Reservoirs and Mains
v Plant 8 Machinery
v Dies & Jigs
v Electric Insta lations
v Factory Equipments
v Furnitures Fixtures
v Electric Fittings
v Vehicles S Aircraft
v Wind Energy Generators
v Leased Assets:-
v Plant & Machinery
v Dies 8 Moulds
Awards &
Recognition:
The Company, Products and Management & Staff have received awards
during the year. To name a few:
Company:
a) Bike Maker of the year 2007 - NDTV Profit-Car & Bike
b) Bike Maker of the year 2007 - ICICI Bank Overdrive
C) Brand Excellence - Amity School of Business Leadership
d) A 'Fabulous 50' Asian company - Forces Asia
e) Chakan Plant - India Manufacturing Excellence Award 2006 - Frost & Sullivan
f) Most Customer Responsive company Category Automobiles - ET Avaya Global Connect Customer Responsive Award 2005
g) Star Performer in Engineering Exports as largest enterprise - Engineering Exports Promotion in product group of motorcycles Council Western Region bicycles etc.
|
Bajaj
Discover DTS-i - Bike of the Year 2005 |
2005 |
OVERDRIVE
Awards 2005 |
|
Bajaj
Discover DTS-i - Indigenous Design of the
Year 2005 |
2005 |
OVERDRIVE
Awards 2005 |
|
THE
COMPANY - Bike Maker of the Year 2004 |
2004 |
ICICI
Bank OVERDRIVE Awards 2004 |
|
DTS-i
Technology - Auto Tech of the Year 2004 |
2004 |
ICICI
Bank OVERDRIVE Awards 2004 |
|
Bajaj
Pulsar DTS-i Bike of the Year 2004 |
2004 |
ICICI
Bank OVERDRIVE Awards 2004 |
|
Wind
125 Two Wheeler of the Year 2004 |
2004 |
CNBC
AUTOCAR Awards 2004 |
|
Wind
125 Bike of the Year 2004 |
2004 |
Business
Standard Motoring |
|
Bajaj
Pulsar 180 DTS-i BBC World Wheels Viewers Choice Two Wheeler of Year 2003 |
2003 |
BBC
World Wheels Award 2003 |
|
Bajaj
Pulsar 180 DTS-i BBC World Wheels Award for Best Two Wheeler between Rs 0.055
million to Rs 0.070 million |
2003 |
BBC
World Wheels Award 2003 |
|
Bajaj
Pulsar 150 DTS-i BBC World Wheels Award for Best Two Wheeler between Rs.
0.045 million to Rs. 0.055 million |
2003 |
BBC
World Wheels Award 2003 |
|
Bajaj
Boxer AT KTEC BBC World Wheels Award for Best Two Wheeler under Rs. 0.030
million |
2003 |
BBC
World Wheels Award 2003 |
|
Bajaj
Pulsar - Motorcycle Total Customer Satisfaction Study |
2003 |
NFO
Automotive |
|
Bajaj
Pulsar - Bike of the year |
2003 |
ICICI
Bank OVERDRIVE Awards 2003 |
|
Bajaj
Pulsar - Most exciting bike of the year |
2002 |
OVERDRIVE
Awards |
|
Bajaj
Eliminator - Bike of the year |
2002 |
OVERDRIVE
Awards |
|
Bajaj
Eliminator - Most exciting bike of the year |
2001 |
OVERDRIVE
Awards |
The company has
been awarded with "ISO 9001" Certification.
MANAGEMENT DISCUSSION
AND ANALYSIS
From 2000, The Company has been at the forefront of bringing about major changes
in its products, technologies and processes to create more exciting and
distinctive offerings for its customers In the process, the Company has gone
through two overlapping processes of transformation. The first was creating,
communicating and executing basic processes of change of the way it looked at
products and design, at markets, at engineering manufacturing, and at the
organisational structure for delivering mind -set change.
By 2003-04, understanding of the change processes became ingrained in the
Company DNA and formed a part of every thing that it did. It was time to bring
about the second transformation of the Company - one in which it created
products and a brand that inspired confidence in the hearts and minds of its
customers 'Inspiring Confidence' became the leitmotif of The Company in it, new
logo and branding, its exciting new look, high performance motorcycles, its use
of new technologies that gave consumers greater power and more riding comfort
without sacrificing economy; in its high quality engineering and R&D; and
in its speed and transparency.
'Inspiring Confidence' has yielded great results Between 2003-04 and 2006-07,
several exciting new models were introduced at different price points; product
innovations have been the order of the day; and The Company has clearly
dominated the 150 + cc segment, end been a major player at all other price
points of the motorcycle market. In the process, the Company's gross sales has
increased from Rs.47.4 billion in 2002-03 to over Rs.106 billion in 2006-07 - a
growth, of 124 per cent in four years.
It is now time for the next phase of transformation - that of being 'Distinctly
Ahead'. What dose The Company mean by this phrase?
It means that every offering to the customer should be distinctly ahead of the
competition. To be ahead is important, but to be distinctly ahead even more so.
The Company strategy is to be 'Distinctly Ahead' through innovation, perfection
and speed. In a market place that forgets nothing and forgives little, it is
the only way to ensure consistent growth and profitability.
The task will be harder than bringing about change or inspiring confidence It
is all of that and much more. But it has to be done. For being 'Distinctly
Ahead' is the only way to delight - and thus be truly ahead in everything that
The Company does.
The Company's Initiatives over the years have led to sustained growth since
2000-01, which has also been the case for the year under review.
In its efforts at being Distinctly Ahead', what Auto has
introduced a first of its kind two-stroke digital direct injection
three-wheeler, which offers customers 30 per cent higher fuel efficiency and
superior operating performance.
Moreover, the Company has been able to de-risk the vagaries of the domestic
market by having around 45 per cent of its total three-wheeler sales in 2006-07
coming from exports up from 30 per cent in the previous year.
Exports:
During 2006-07, The Company exported an all-time high of 442,411 two and
three-wheelers, which represented a growth of 77 per cent over the previous
year Export of two-wheelers increased by 73 per cent (to 301,766 vehicles), and
three wheelers grew by 87 per rent (to 140,645). The total value of exports was
Rs.16.9 billion - representing a growth of 82 per cent The Company continued to
be the country's largest exporter of two and three-wheelers.
Table 3:
|
Product |
2006-07 |
2005-06 |
Growth |
|
Motorcycles |
300,656 |
165,288 |
82% |
|
Total two wheelers |
301,766 |
174,907 |
73% |
|
Three Wheelers |
140,645 |
75,297 |
87% |
|
Total Vehicles |
442,411 |
250,204 |
77% |
The Company entered into a joint venture in Indonesia with a local partner and formed PT. The Company Indonesia, where the Company has 95 percent equity ownership. Its three-wheeler, the RE-4S (CNG), was launched in Jakarta in August 2006 to introduce a comfortable, fuel efficient, environment friendly and low cost public transportation vehicle in the country Soon afterwards, the upgraded Pulsar 180 DTs-i was launched in the Jakarta Motor Show in November 2006.
The Company's operations in Nigeria started assembling the Boxer-S from June
2006. In 2006-07, over 7,000 vehicles were assembled and sold in Nigeria The
Company sees good potential for the sale of its RE-2S three-wheeler in this
region.
The third new market that was opened up during 2006-07 was loan, where the
Company started selling to its partner M/s. FARS Motors towards the end of the
year Pulse 180, a variant of the Pulsar 180 DTS-i, was introduced in the first
phase to fund a high performance brand image.
In 2006-07, Sri Lanka continued to be a strong market. the Company sold over
150,000 two and three-wheelers, compared to 110,000 in 2005-06 In Bangladesh,
too, the Company is the leader - and sold over 32,000 vehicles in 2006-07,
versus 16,000 a year earlier. Philippines also witnessed strong sales of Bajaj
motorcycles, crossing the 25,000 mark for the first time.
The most impressive growth during the year has been in Latin America, where the
Company has exported over 100,000 vehicles within a single financial year - a
first in history of the Indian automobile industry. The biggest driver of this
growth has been motorcycles (particularly the Pulsar) the Company sold over
126,000 vehicles, achieving 80 per cent growth over the previous year. The main
markets are Colombia, Guatemala, Peru and Mexico.
Through The Company distributor in Dubai, the Company has penetrated many small
countries in Africa and the Middle East with its reliable, fuel efficient and
price competitive products. Total sales in Africa and Middle East (including
Nigeria and Iran) was close to 100,000 vehicles. Major growth came from Egypt,
Sudan and Nigeria.
Operations:
Research and Development: R&D forms the core of the Company It is all about
being 'Distinctly Ahead' through excitement engineering. The Company's R&D
comprises talented and motivated young engineers with high energy levels, who
combine individual creativity with teamwork. The average age is 130 years. This
team has been instrumental in many new products and launches, and has
dramatically increased the Company's speed from design to market. Thanks to a
cooperative and creative culture in R&D, the attrition rate is lowest - this
in a company whose attrition rates are significantly lower than the industry
average.
2006-07 year saw a flurry of launches, each demonstrating the 'Distinctly
Ahead' technological advantage the Company is trying to build. The Company
launched the third upgrade of the best-selling Pulsar 150 cc / 180 cc These
motorcycles were fitted with new technologies as LED taillights, digital LCD
speedometers, non contact and back lit switches in a completely new stylish
forte upgrades have been runaway successes.
The Company also launched the oil-cooled Pulsar 200 cc with improved
performance and style. This model is showcased in the Company's Pro-Biking
showrooms, and has been received very well The stylish new Pulsar 220 cc DTS-Fi
- the first fuel injected motorcycle from Bajaj-was also launched during the
year It has port fuel injection, fixed fairing with stacked head lamps,
diagnostic functions which are displayed on the speedometer, front and back
disc brakes, high rigidity frame and a high performance front and back
suspension system. It has been hailed by all auto magazines as the best
sporting motorcycle in India.
The Company has also introduced the Kristal - an automatic scooter which has
many convenience features, along with a very fuel efficient DTS-i engine.
In three-wheelers, Bajaj has started selling its direct fuel injected
three-wheeler. This uses advanced fuel injection technology which leads to low
emission along with almost 30 per cent improvement in fuel consumption with
enhanced power and pick up. The vehicle also has features like twin headlamps
and an electric start.
In addition to new launches, the Company has also made substantial investments
in its R&D facilities for testing and prototyping, as well as for advanced
design and analysis.
Plants and Manpower Productivity:
In 2006 07, The Company three plants
produced a Total of 2,723,297 two and three-wheelers (Pantnagar was
commissioned in April 2007)
The
Chakan Plant:
The Company state-of-the art plant at Chakan (Maharashtra) manufactures the
Company's Pulsar and Discover models. It won the Super Platinum Award far
Manufacturing Excellence in 2006, Awarded by Frost and Sullivan; it is the
highest award of all categories. Rajah Auto won it after competing against 260
participating companies.
The Pantnagar Plant:
On 9 April 2007, The Company inaugurated its greenfield plant with a planned
capacity of one million motorcycles per year at Pantnagar, Uttarakhand.
Bulls on a total area of 65 acres with the balance 155 acres
allocated to a vendor cluster, the Pantnagar facility is the Company, fourth
plant, and the first outside Maharashtra. The unit has a plant area of 40,000
sq metres, and will employ some 600 line engineers, who have been trained at
Chakan for three months.
Set up with an investment of lust Rs.5.5 billion (Rs.150 more), the Pantnagar
plant represents the lowest cost capital outlay on a plant that will have an
annual rapacity of a million vehicles. It has also been structured around a
unique vendor cluster concept 755 acres of the plant area has been taken up by
16 vendors to set up dedicated facilities and thus ensure seamless integration
with the mother plant. These clusters will meet 75 percent of Pantnagar's
component needs, and because of the proximity of the vendors, the plant will
essentially operate on the basis of zero inventory.
Manpower Productivity:
Chart C plots the improvement in manpower productivity measured in terms of
vehicles produced per person per year there has been major improvements since
2003-04 productivity having doubled in four years. This number will further
improve in 2007-08 and thereafter, with the Pantnagar unit getting on-stream.
Total Productive Maintenance (TPM):
Six years ago, like many other automobile manufacturers, The Company TPM initiatives began with the manufacturing processes. Today, it has extended beyond the Company's own plants and facilities. TPM techniques have been extended to the vendors, and then to The Company other non manufacturing processes. To the Company, TPM is a key tool for achieving excellence It is another element in The Company armory to be 'Distinctly Ahead'.
Beginning with the Akurdi plant six years ago, TPM has spread to all the plants
In 2005, the Japan Institute of Plant Maintenance (JIPM) gave the TPM
certification (the TPM Excellence Category, Grade 1 Award) to the Akurdi plant.
In March 2007, The Company Wain and Chakan plant received the same award from
JIPM at a ceremony at Yokohama, Japan. Thus, in 2006-07, Balm Auto has become
the first automobile manufacturer in India whose every manufacturing facility
was not only terrified by JIPM, but awarded such a high honour.
The Company has extended TPM activities to its vendor base. By March 2007, 33
vendors had kicked off their Tend activities. In addition to consultants from
JIPM and the TPM Club (India), a special group of managers have been created
within The Company to assist vendors in TPM implementation.
Throughout 2006-07, there was satisfactory progress of the TPM process in the
vendors' facilities, and these contributed to higher vendor profits through
better utilisation of raw material, plant capacities and reduction in plant
rejections and other wastage.
Information Technology (IT):
The Company has a very well functioning, end-to-end IT and ERP system built
around the SAP R/3 platform During 2006-07 there have been several achievements
in the IT and ERP front.
A 'Distinctly Ahead' initiative in IT has been the management of the dedicated
vendor cluster at Pantnagar for Just in Time fin supply and inventory. The
cluster comprising 16 vendor plants is closely networked to the Company system
by a single LAN, so that vendors can use the Bajaj SAP system to supply
materials through common master data files. The supply is triggered by
E-Kanbans, or electronic tokens indicating quantity and time of supply Stock
creation and subsequent consumption at
The Company end is based on the number of vehicles and engines produced.
Hence, the vendor is accountable for both quantity & quality of the supply,
directly on the assembly line. Subsequent bill-passing & payment to the
vendors is thus error free and fully automated - resulting in significant
reduction of lead time in the procure to pay cycle.
Products:
a) Plants - Bike of the Year upto - NDTV Profit Car &
Bike100 cc
b) Pulsar 220 DTS-Fi- Bike of the - CNBC TV18, AutocarYear
c) Boxer S awarded- 'West Africa's - Best Strongest Motorcycle 2007'
Employees:
Mr. Rahul Bajaj, Chairman:
a) JRD Tata Corporate Leadership - All India Management Association Award
b) Doctor of Letters (Honorary) - Devi Ahilya Vishwavidyalaya, Indore
c) D. Litt Degree - Tilak Maharashtra University, Pune
Mr. Rajiv Bajaj Managing Director:
a) Man of the Year award - Bike India & NDTV
b) Automotive Man of the Year - Autocar Professional
Mr. Abraham Joseph, VP (R&D):
FIE Foundation Award - FIE Foundation
Mr. Subhash R. Chavan, Operator - Shram Vir} Ministry of Labour
Mr. Prakash V. Birajdar, Operator -
Shram Vir} and Employment,
Mr. Sampatrao B. Mahadik, Operator - Shram Vir} Government of India
Mr. Mahesh Y. Sewlikar, Operator - Shram Shree} Subsidiaries, Associates,
Joint Venture
New
projects:
The Company commissioned its new plant at Pantnagar, Uttarakhand in April 2007.
The Plant has a planned capacity of one million motorcycles per annum. The
commissioning of this plant was done in a record period of eleven months. The
capital expenditure for this project is Rs.1.5 billion.
The company has received the formal approval dated 17 April 2007 from the
Department of Commerce, Ministry of Commerce and Industry, Government of India
for the setting up of a special Economic Zone at Waluj Industrial Area in
Aurangabad district. The plans for developing this zone are currently in
progress.
Research & development and
technology absorption:
During the year, pursuant to R&D's efforts on the development of new
technologies, there were a good number of launches of new models of two and
three wheelers. These vehicles demonstrate the technological advantage that the
company is trying to build to help achieve better fuel economy and improved
performance at lower emission levels.
Company continued to invest substantially in R&D facilities for
testing and prototyping, as well as for advanced design and analysis
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. 17298.000 million, compared to Rs. 9439.000 million during the previous
year.
Total foreign exchange outflow during the year under review was Rs.
5647.000 million, as against Rs. 3782.000 million during the previous
year.
Joint ventures / new
companies:
Bajaj Allianz Life Insurance Company Ltd. (BALICL), the life insurance subsidiary of The Company in joint venture with Allianz SE, Germany, continues to be at the second position amongst the private life insurers on the basis of new business premium and first position on the basis of the number of policies. It wrote new business of Rs. 42.7 billion compared to Rs. 27.17 billion in the previous year and registered a market share of 5.7%. The gross premium written for the financial year 2006-07 was Rs. 53.1 billion, registering an increase o1 69 per cent over the previous year.
Additional funds by way of Share Capital and Share Premium of Rs. 2007.000
million were infused during the year to fund the growth of the company, taking
the total funds infused by the shareholders in the company to Rs. 7005.000
million.
Bajaj Allianz General Insurance Company Ltd. (BAGICL), the general insurance
subsidiary of The Company in joint venture with Allianz SE, Germany, recorded a
gross written premium of Rs.18.03 billion during the financial year 2006-07,
registering an increase of 40 per cent over the previous year, Net premium
income grew by 49 per cent to Rs. 10.4 billion, while profit after tax
increased to Rs. 754.000 million from Rs. 516.000 million in the previous year.
Additional funds byway of Share Capital and Share premium of Rs. 610.000
million were infused during the year to fund the growth of the company. The
shareholders equity of the company stands at Rs. 4116.000 million.
The company continued its Not position in terms of gross premium and No.1 in
terms of profits amongst the private sector companies in the general insurance
field.
Maharashtra Scooters Ltd. (MSL), a company jointly promoted by The Company and
Western Maharashtra Development Corporation Ltd. (WMDC) WMDC has offered to
sell its 27 per cent shareholding in MST and The Company has confirmed it,
willingness to purchase these shares. The price at which the shares were to be
sold, had been jointly referred to a sole arbitrator, Justice Arvind V. Savant
(Retd) with an understanding in writing that arbitral award would be final and
binding on both.
As reported last year, the award of the arbitrator dated 14 January 2006
valuing the share price of MSL at Rs. 151.63 per share as the rate at which
3,085,712 equity share, of MSL held by WMDC are to be sold to BAT has been
challenged by WMDC in the Bombay High Court.
PT. The Company Indonesia (PTBAI), was incorporated as a subsidiary company in
Indonesia with an issued and subscribed capital of US$ 12,500,000 (Rs. 562.000
million) during the year Banal Auto holds 95% shares. In this company, with
balance being held by a local partner. As per the plans, sent, knocked down
components would be sent initially from India for assembly In Indonesia and completely
knocked down components would be sent from India from the second half of the
year 2007-08.
Bajaj Holdings & Investment Ltd. was incorporated as a wholly owned
subsidiary of The Company on 30 April 2007 with an initial authorized and paid
up capital of Rs. 20.000 million
Bajaj Fiasco, Ltd. was also incorporated as a wholly owned subsidiary of The
Company on 30 April 2007 with an initial authorized and paid up capital of Rs.
20.000million
The above named subsidiary companies have been formed as part of the process
involved in the scheme of demerger, which is being proposed by the company. The
shareholders will be informed of the details of the proposed scheme In due
course of time.
February 20, 2008
Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers
Dalal Street
MUMBAI 400 001
Kind Attn : Mr S Subramanian
DCS – CRD
Dear Sir/s:
Sub: Change of Name of Company, Highlights of the Scheme of Demerger and
Changes in Board Composition
As per the notice dated 19 February 2008 and 20 February 2008, this is
to inform you once again that the Hon’ble High Court of Judicature at Bombay
has sanctioned the Scheme Arrangement between The Company Ltd, Bajaj Holdings
& Investment Ltd and Bajaj Finserv Ltd and its respective shareholders and creditors.
This marks the successful completion of the demerger process, which was
initiated by the company with the board approval on 17 May 2007.The demerger
reinforces the commitment of The Company Limited group to the businesses of the
resulting companies.
Pursuant to the Scheme, The Company Ltd is re-named as Bajaj Holdings &
Investment Ltd.
Highlights of the Scheme of Demerger as well as certain changes made in the
composition of the board of the directors of the three companies are given in
the following paragraphs
Highlights of the Scheme of De-merger
The Company formed two wholly owned subsidiaries, viz. Bajaj Holdings &
Investment Ltd and Bajaj Finserv Ltd on 30 April 2007.
at its board meeting held on 17 May 2007 decided to demerge its
undertakings into three separate entities as under:
a. The Company (the new name of Bajaj Holdings & Investment Ltd
under the scheme) to focus on auto business.
b. Bajaj Finserv Ltd (BFS) to focus on wind energy generation, insurance,
consumer finance, financial products distribution business and new initiatives
in financial services space and
c. Bajaj Holdings & Investment Ltd (the new name of The Company Ltd
under the scheme) will function primarily as an investment company and focus on
new business opportunities.
The share capital of the three companies as on 17 May 2007 was as
under:-
|
BAL |
Rs. 1011.800 millions (equity shares of face value of Rs.10/- each) |
|
BHIL |
Rs.435.000 millions (equity shares of face value of Rs.10/- each) |
|
BFS |
Rs.217.500 millions (equity shares of face value of Rs.5/- each) |
|
|
|
|
|
|
Under the scheme, every shareholder in BAL would be entitled to receive
one equity share each in the two new resulting companies for every equity share
held by him in BAL.
The share capital of the three companies post demerger, after allotment of
shares as above would be as under :-
|
BAL(renamed as BHIL) |
Rs. 1011.800 millions (equity shares of face value of Rs.10/- each) |
|
BHIL(renamed as BAL) |
Rs.1446.800 millions (equity shares of face value of Rs.10/- each) |
|
BFS |
Rs.723.400 millions (equity shares of face value of Rs.5/- each) |
The holding of BHIL post demerger in the two resulting companies would
come down from 100% to 30%, while the holding by the existing shareholders of
erstwhile BAL would be the remaining 70%. In this manner, the shareholders of
the demerged company shall directly and indirectly hold 100% share capital of
the resulting companies.
Effective date when the scheme takes effect is 20 February 2008, i.e. the date
of filing of the certified copy of the order of the Court with the Registrar of
Companies, Pune.
Appointed date under the scheme is beginning of 1 April 2007 and the scheme
would take retrospective effect from that date.
Record date to decide the entitlement of shares is 25 March 2008, based on the
effective date and as per stock exchange requirements.
Listing of shares of the two new companies, i.e. the new BAL and BFS, after
allotment is expected to take place by end of April 2008.
Changes in boards with effect from effective date, i.e. 20 February 2008
BHIL – listed (erstwhile BAL)
The board of BHIL (erstwhile BAL) gets pruned to an eight member board
from the current sixteen member board and hence, the following eight directors
resign from this board:
Shri Shekhar Bajaj
Shri Niraj Bajaj
Shri D S Mehta
Shri Kantikumar R Podar
Shri J N Godrej
Smt Suman Kirloskar
Shri Naresh Chandra and
Shri P Murari
The four whole-time directors herein named resign from their executive
positions. Of the four, Shri Rahul Bajaj takes over as Non-executive Chairman
and the remaining three, viz. Shri Madhur Bajaj, Shri Rajiv Bajaj and Shri
Sanjiv Bajaj become Non-executive Directors.
Shri V S Raghavan is appointed as Manager under the Companies Act, 1956 with
the designation of CEO (Operations).
The new Board is therefore as under:
Shri Rahul Bajaj, Chairman
Shri Madhur Bajaj Shri Rajiv Bajaj
Shri Sanjiv Bajaj
Shri Manish Kejriwal
Shri D J Balaji Rao
Shri S H Khan
Shri Nanoo Pamnani
New BAL – unlisted (formerly BHIL)
The board of new BAL will consist of the same sixteen members as in the
erstwhile BAL.
The new board with twelve additional directors is as under:
Shri Rahul Bajaj, Chairman
Shri Madhur Bajaj
Shri Rajiv Bajaj
Shri Sanjiv Bajaj
Shri Shekhar Bajaj
Shri Manish Kejriwal
Shri D J Balaji Rao
Shri S H Khan
Shri Nanoo Pamnani
Shri Niraj Bajaj
Shri D S Mehta
Shri Kantikumar R Podar
Shri J N Godrej
Smt Suman Kirloskar
Shri Naresh Chandra and
Shri P Murari
Four existing directors take up executive positions as under;
Shri Rahul Bajaj is the Executive Chairman
Shri Madhur Bajaj is the Executive Vice Chairman.
Shri Rajiv Bajaj is the Managing Director.
Shri Sanjiv Bajaj is the Executive Director.
BFS - unlisted
The board of BFS, which currently comprises four members, gets expanded
to a seven member board, by induction of three additional directors.
The new board is as under:
Shri Rahul Bajaj, Chairman
Shri Madhur Bajaj
Shri Rajiv Bajaj
Shri Sanjiv Bajaj
Shri S H Khan
Shri D J Balaji Rao
Shri Nanoo Pamnani.
Shri Rahul Bajaj is the Non-Executive Chairman.
Shri Nanoo Pamnani is the Non-Executive Vice Chairman.
Shri Sanjiv Bajaj, the current NED, becomes the Managing Director.
WEBSITE DETAILS:
|
|
Demerged Undertakings |
Remaining Undertakings |
Composite |
||
|
|
Manufacturing |
Strategic Business |
|
|
|
|
|
- Automotive |
- Insurance, Investment and
Others |
- Investment |
||
|
|
(New Bajaj Auto Limited) |
(Bajaj Finserv Limited) |
(New Bajaj Holdings &
Investment Limited) |
(Pre-demerger Bajaj Auto Limited) |
|
|
TOTAL INCOME |
70616.8 |
749.0 |
2650.8 |
74016.6 |
|
|
Total expenditure |
60707.4 |
291.0 |
27.8 |
61026.2 |
|
|
Interest |
33.5 |
- |
- |
33.5 |
|
|
Exceptional items |
|
|
|
|
|
|
Compensation paid under Voluntary Retirement Schemes |
511.8 |
- |
- |
511.8 |
|
|
Provision for write downs |
80.3 |
- |
- |
80.3 |
|
|
Profit / (Loss) from ordinary activities before tax |
9283.8 |
458.0 |
2623.0 |
12364.8 |
|
|
Net Profit / (Loss) from ordinary activities after tax |
6273.8 |
248.0 |
2378.0 |
8899.8 |
|
|
Net Profit / (Loss) for the period |
6271.0 |
248.0 |
2378.0 |
8897.0 |
|
The above results have been reviewed by the Audit Committee and
approved by the Board of Directors in the meeting held on January 30, 2008.
CMT REPORT [Corruption, Money laundering & Terrorism]
The Public Notice information
has been collected from various sources including but not limited to: The
Courts, India Prisons Service, Interpol, etc.
1] INFORMATION
ON DESIGNATED PARTY
No exist designating The Company or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been received that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating
money-laundering, anti-corruption or bribery or international economic or
anti-terrorism sanction laws or whose assets were seized, blocked, frozen or
ordered forfeited for violation of money laundering or international
anti-terrorism laws.
2] Court
Declaration:
No records exist to suggest that The Company is or was the The Company
of any formal or informal allegations, prosecutions or other official
proceeding for making any prohibited payments or other improper payments to
government officials for engaging in prohibited transactions or with designated
parties.
3] Asset
Declaration:
No records exist to suggest that the property or assets of the Company
are derived from criminal conduct or a prohibited transaction.
4] Record
on Financial Crime:
Charges or conviction registered
against The Company: None
5] Records
on Violation of Anti-Corruption Laws:
Charges or investigation registered
against The Company: None
6] Records
on Int’l Anti-Money Laundering Laws/Standards:
Charges or investigation registered
against The Company: None
7] Criminal
Records
No
available information exist that suggest that The Company or any of its
principals have been formally charged or convicted by a competent governmental
authority for any financial crime or under any formal investigation by a
competent government authority for any violation of anti-corruption laws or
international anti-money laundering laws or standard.
8] Affiliation
with Government:
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation
Package:
The market
survey revealed that the amount of compensation sought by the company is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exist on
the Company.
CORPORATE GOVERNANCE
MIRA INFORM as part
of its Due Diligence do provide comments on Corporate Governance to identify
management and governance. These factors often have been predictive and in some
cases have created vulnerabilities to credit deterioration.
The Governance Assessment
focuses principally on the interactions between a company’s management, its
Board of Directors, Shareholders and other financial stakeholders.
CONTRAVENTION
The Company is not
known to have contravened any existing local laws, regulations or policies that
prohibit, restrict or otherwise affect the terms and conditions that could be
included in the agreement with the the Company.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs. 39.89 |
|
UK Pound |
1 |
Rs. 79.65 |
|
Euro |
1 |
Rs. 63.06 |
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
9 |
|
PAID-UP CAPITAL |
1~10 |
9 |
|
OPERATING SCALE |
1~10 |
9 |
|
FINANCIAL
CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
9 |
|
--PROFITABILIRY |
1~10 |
9 |
|
--LIQUIDITY |
1~10 |
9 |
|
--LEVERAGE |
1~10 |
9 |
|
--RESERVES |
1~10 |
9 |
|
--CREDIT LINES |
1~10 |
9 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE
DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT
ACTIVITIES |
YES/NO |
YES |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT
FACTORS |
YES/NO |
YES |
|
TOTAL |
|
81 |
This
score serves as a reference to assess SC’s credit risk and to set the amount of
credit to be extended. It is calculated from a composite of weighted scores
obtained from each of the major sections of this report. The assessed factors
and their relative weights (as indicated through %) are as follows:
Financial condition (40%) Ownership background
(20%) Payment record (10%)
Credit history (10%) Market trend (10%) Operational size (10%)
RATING |
STATUS |
PROPOSED
CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an
extremely sound financial base with the strongest capability for timely
payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses
adequate working capital. No caution needed for credit transaction. It has above
average (strong) capability for payment of interest and principal sums |
Large |
|
56-70 |
A |
Financial &
operational base are regarded healthy. General unfavourable factors will not cause
fatal effect. Satisfactory capability for payment of interest and principal
sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation
is considered normal. Capable to meet normal commitments. |
Satisfactory |
|
26-40 |
B |
Unfavourable
& favourable factors carry similar weight in credit consideration.
Capability to overcome financial difficulties seems comparatively below
average/normal. |
Small |
|
11-25 |
Ca |
Adverse factors
are apparent. Repayment of interest and principal sums in default or expected
to be in default upon maturity |
Limited with full security |
|
<10 |
C |
Absolute credit
risk exists. Caution needed to be exercised |
Credit not recommended |