MIRA INFORM REPORT

 

 

 

Report Date :

21.04.2008

 

 

IDENTIFICATION DETAILS

 

Name :

BAJAJ HOLDINGS AND INVESTMENTS LIMITED (w.e.f. 20.02.2008)

 

 

Formerly Known as:

BAJAJ AUTO LIMITED

 

 

Registered Office :

Mumbai - Pune Road, Akurdi, Pune - 411 035, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

29.11.1945

 

 

Com. Reg. No.:

004656

 

 

CIN No.:

[Company Identification No.]

U35911MH1945PTC004656

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

PNEB05805C

 

 

PAN No.:

[Permanent Account No.]

AAACB3370K

 

 

Legal Form :

Public Limited Liability Company. The company’s shares are listed on the stock exchanges.

 

 

Line of Business :

Manufacturers and Marketers of Motorised Two Wheelers and Three Wheelers upto 350 CC Capacity and special purpose Machine Tools.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Aa

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

USD 221372800

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

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

 

Registered Office :

Mumbai - Pune Road, Akurdi, Pune - 411 035, Maharashtra, India

Tel. No.:

91-20-27406603 / 27406063 / 27406281/ 27406137

Fax No.:

91-20-27407380 / 27407392

E-Mail :

vpbhand@bajajauto.co.in, jsridhar@bajajauto.co.in

Website :

http://www.bajajauto.com

 

 

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

 

 

Factory :

Bajaj Nagar, Waluj, Aurangabad – 431 136, India.

 

 

Factory :

Chakan Industrial Area, Chakan, Pune – 410 501, Maharashtra, India.

 

 

Factory :

Plot No. 2, Sector -10, IIE Pant Nagar, Udham Singh Nagar, Uttarkhand –  263 531, India.

 

 

DIRECTORS

 

Name :

Mr. Madhur Bajaj

Designation :

Vice Chairman

Date of Birth/Age :

53 years

Qualification :

B.Com., MBA

Experience :

26 years

Date of Appointment :

21-06-1986

Previous Employment :

Bajaj International Private Limited, Chief Executive

 

 

Name :

Mr. Rahul Bajaj

Designation :

Chairman and Managing Director

Date of Birth/Age :

67 years

Qualification :

B.A. (Hons), LLB, MBA (Harvard)

Experience :

46 years

Date of Appointment :

01-04-1970

Previous Employment :

Bajaj Tempo Limited, Dy. General Manager

 

 

Name :

Mr. Rajiv Bajaj

Designation :

Managing Director

Date of Birth/Age :

39 years

Qualification :

B. E. Mechanical, M Sc ( M S E)

Experience :

15 years

Date of Appointment :

19.12.1990

 

 

Name :

Mr. Kantikumar R. Podar

Designation :

Director

 

 

Name :

Mr. Shekhar Bajaj

Designation :

Director

 

 

Name :

Mr. D. J. Balaji Rao

Designation :

Director

 

 

Name :

Mr. D. S. Mehta

Designation :

Whole-time Director

 

 

Name :

Mr. J. N. Godrej

Designation :

Director

 

 

Name :

Mr. S. H. Khan

Designation :

Director

 

 

Name :

Mr. Suman Kriloskar

Designation :

Director

 

 

Name :

Mr. Nanoo Pamnani

Designation :

Director

 

 

Name :

Mr. Sanjiv Bajaj

Designation :

Executive Director

Date of Birth/Age :

36 years

Qualification :

B.E. (Mechanical), M.Sc. (M.S.E.), MBA (Harvard)

Experience :

11 years

Date of Appointment :

01.08.1994

 

 

KEY EXECUTIVES

 

Name :

Mr. Ranjit Gupta

Designation :

Vice President (Insurance)

 

 

Name :

Mr. C. P. Tripathi

Designation :

Vice President (Operations)

 

 

Name :

Mr. N. H. Hingorani

Designation :

Vice President (Commercial)

 

 

Name :

Mr. P. B. Menon

Designation :

Vice President (Projects)

 

 

Name :

Mr. Kevin D’sa

Designation :

Vice President (Finance)

 

 

Name :

Mr. Klaus Biskup

Designation :

President (South East Asia)

 

 

Name :

Mr. Pradeep Shrivastava

Designation :

Vice President (Engineering)

 

 

Name :

Mr. S Sridhar

Designation :

Vice President (Marketing and Sales – 2 Wheelers)

 

 

Name :

Mr. V S Raghavan

Designation :

Vice President (Corporate Finance)

 

 

Name :

Mr. S Ravi Kumar

Designation :

Vice President (Business Development)

 

 

Name :

Mr. K Srinivas

Designation :

Vice President (Human Resources)

 

 

Name :

Mr. Abraham Joseph

Designation :

General Manager (Research and Development)

 

 

Name :

Mr. J. Sridhar

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.03.2007

 

Names of Shareholders

No. of Shares

Percentage of Holding

Promoters and Persons acting in Concert

30,201,184

29.85

Friends and Associates of Promoters

16,896,811

16.70

GDRs *

1,995,654

1.97

Foreign Institutional Investors

19,716,879

19.49

Public Financial Institutions

5,328,386

5.27

Mutual Funds

2,037,689

2.01

Nationalised and other banks

300,466

0.30

NRIs and OCBs

631,644

0.62

Others

24,074,797

23.79

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

 

Line of Business :

Manufacturers and Marketers of Motorised Two Wheelers and Three Wheelers upto 350 CC Capacity and special purpose Machine Tools.

 

 

Products :

Generic Names of the Principal Products/Service of the company:

 

ITC Code No.

8711

Product Description                

Scooters, Auto-Rickshaws, Motorcycles and Mopeds.

 

 

Exports :

 

Countries :

Africa, Argentina, Bangladesh, Colombia, Europe, Iran, South East Asia and Sri Lanka.

 

 

Imports :

 

Countries :

Europe and Japan

 

 

PRODUCTION STATUS

 

Particulars

Unit

Licensed Capacity

Installed Capacity

Actual Production

Motorised Two Wheelers and Three Wheelers upto 350 CC Engine Capacity

Nos.

1639350

3180000

2291110

 

 

GENERAL INFORMATION

 

No. of Employees :

2540

 

 

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

 

 

Facilities :

Secured Loans (Rs. in millions) :

 

 

31.03.2007

31.03.2006

From Banks, against hypothecation of Stores, Raw Materials, Finished Goods, Stock in Process and Book Debts Cash Credit : Rs.0.200 millions

Rs. 224.600 millions

 

 

 

Rs. 0.200 millions

 

 

 

 

 

Unsecured Loans (Rs. In millions) :

 

 

31.03.2007

31.03.2006

Sales tax deferral Liability/Loan, an incentive under Package

Scheme of Incentives 1983,1988 and 1993 - Interest free

Rs. 16028.400 millions

Rs. 14663.200 millions

Fixed Deposits

Rs. 1.300 millions

Rs. 8.100 millions

Total

Rs. 16029.700 millions

Rs. 14671.300 millions

 

 

 

Banking Relations :

Good

 

 

Auditors :

 

Name :

v      Dalal & Shah, Chartered Accountant

v      International Accountants – KPMG

v      Cost Auditor

v      A P Raman, Cost Accountant

 

 

Memberships :

Confederation of Indian Industry

 

 

Associates:

v      Mukand International Limited

v      Mukand Engineers Limited

v      Mukand Limited

v      Bajaj Electricals Limited

v      Bajaj Hindustan Limited

v      Maharashtra Scooters Limited

v      The Company Finance Limited

v      Hercules Hoists Limited

v      Bajaj Sevashram Private Limited

v      Hind Lamps Limited

v      Bajaj Ventures 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      Bajaj Consumer Care Limited

v      The Company Holdings Limited

v      Jamnalal Sons Private Limited

v      Bachhraj & Company Private Limited

v      Jeevan Limited

v      The Hindustan Housing Company Limited

v      Baroda Industries Private Limited

v      Stainless India Limited

v      Bombay Forgings 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 :

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

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

1011.800

1011.800

1011.835

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

54331.400

46695.500

40331.662

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

55343.200

47707.300

41343.497

LOAN FUNDS

 

 

 

1] Secured Loans

224.600

0.200

0.000

2] Unsecured Loans

16029.700

14671.300

12269.926

TOTAL BORROWING

16254.300

14671.500

12269.926

DEFERRED TAX LIABILITIES

1844.900

1902.100

1398.965

 

 

 

 

TOTAL

73442.400

64280.900

55012.388

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

12519.700

11141.600

11149.762

Capital work-in-progress

269.200

241.800

83.566

 

 

 

 

INVESTMENT

64475.300

58569.700

45605.757

DEFERREX TAX ASSETS

1103.200

1026.300

0.000

Lease Adjustment Account Plant and Machinery

175.000

175.000

175.000

Technical Know-how

41.300

13.400

40.551

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

3097.000

2241.747

2241.747

 

Sundry Debtors

5298.300

1763.452

1763.452

 

Cash & Bank Balances

834.800

1086.809

1086.809

 

Other Current Assets

362.200

685.311

685.311

 

Loans & Advances

28594.000

20120.100

20120.100

Total Current Assets

38186.300

28560.700

25897.419

Less : CURRENT LIABILITIES & PROVISIONS

 
 
 

 

Current Liabilities

14989.700
7850.705
7850.705

 

Provisions

28337.900
20088.962
20088.962

Total Current Liabilities

43327.600

35447.600

27939.667

Net Current Assets

(5141.300)

(6886.900)

(2042.248)

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

73442.400

64280.900

55012.388

 

 

 

 

 

 

 

 

 

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

92922.300

74693.800

57239.600

Other Income

7838.200

6369.700

5988.200

Total Income

100760.500

81063.500

63227.800

 

 

 

 

Profit/(Loss) Before Tax

17280.500

15807.400

10864.400

Provision for Taxation

4900.900

4791.100

3196.300

Profit/(Loss) After Tax

12379.600

11016.300

7668.100

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

16924.000

8990.300

6949.500

 

Other Earnings

373.600

448.800

341.900

Total Earnings

17297.600

9439.100

7291.400

 

 

 

 

Imports :

 

 

 

 

Raw Materials

1725.700

722.500

512.100

 

Stores & Spares

2851.100

25.200

63.600

 

Machinery Spares

48.500

897.800

300.200

 

Capital Goods

518.000

1628.000

636.500

Total Imports

5143.300

3273.500

1512.400

 

 

 

 

Expenditures :

 

 

 

 

Raw Material Consumed

69010.100

53246.000

40896.800

 

Interest

53.400

3.400

6.700

 

Depreciation & Amortization

1902.600

1910.000

1853.700

 

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

 

Milestones

 

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. 


 
Awards

 

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 & RATING EXPLANATIONS

 

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

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at the request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to the business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the the Company persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by the breach or non observance of any one, or more of these conditions