Corporate Governance

Click to edit Master subtitle style

Bajaj Auto Limited.
2/8/13

Introduction to Bajaj groups and Company
Bajaj Auto is the flagship of the Bajaj group of companies. The group comprises of 34 companies and was founded in the year 1926.  The companies in the group are:  Bajaj Sevashram Pvt. Ltd.

Bajaj Auto Ltd.

Bajaj Holdings & Investment Ltd. Bajaj Finserv

2/8/13

Jamnalal Sons Pvt. Ltd. Rahul Securities Pvt Ltd Shekhar Holdings Pvt Ltd Madhur Securities Pvt Ltd Niraj Holdings Pvt Ltd Shishir Holdings Pvt Ltd Kamalnayan Investments & Trading Pvt Ltd Sanraj Nayan Investments Pvt. Ltd. Hercules Hoists Ltd. Hind Musafir Agency Pvt. Ltd. Bajaj International Pvt. Ltd. Bachhraj Factories Pvt. Ltd. Baroda Industries Pvt. Ltd. Jeevan Ltd. Bachhraj & Co Pvt Ltd The Hindustan Housing Co. Ltd. Hospet Steels Ltd

South and South 2/8/13 • • . is ranked as the world's fourth largest two. lighting. Middle East.wheeler manufacturer and the Bajaj brand is well-known across several countries in Latin America.Introduction to Company • The Bajaj Group is amongst the top 10 business houses in India. iron and steel.and three. Africa. Bajaj Auto. travel and finance. insurance. The group's flagship company. Its footprint stretches over a wide range of industries. spanning automobiles (two-wheelers and three-wheelers). home appliances.

This close relationship and his deep involvement in the independence movement did not leave Jamnalal Bajaj with 2/8/13 much time to spend on his newly launched . dedication. Gandhiji had adopted him as his son. are often traced back to its birth during those days of relentless devotion to a common cause. founder of the group. was a close confidant and disciple of Mahatma Gandhi. at the height of India's movement for independence from the British. resourcefulness and determination to succeed which are characteristic of the group today. In fact. • The integrity. the group has an illustrious history.Company History • Founded in 1926. • Jamnalal Bajaj.

Kamalnayan Bajaj. then 27. took over the reigns of business in 1942.Evolution • His son. that he was able to give his full attention to the business. He too was close to Gandhiji and it was only after Independence in 1947. 2/8/13 .

India’s undisputed two wheeler maker of several leaders was slowly losing ground to motorcycles made by international joint venture companies. Rajiv dislikes the management discipline and • • 2/8/13 • . Bajaj. An engineer at heart. is the eldest son of India’s leading industrialist Rahul Bajaj. Bajaj’s Pulsar is a sought after bike by the Indian youth.Rajiv Bajaj MD & CEO. • Rajiv Bajaj. 42. When he joined his family business in the late 90s. Rajiv fought back making his own motorcycles and today. Bajaj Auto Ltd.

Major Stakeholders 2/8/13 .

Major Stakeholder 2/8/13 .

Shares held by non-executive directors 2/8/13 .

Board Members 2/8/13 .

2/8/13 .

The Board has no institutional nominee directors. the Board of Bajaj Auto consisted of sixteen directors. of whom four directors were executive. Nine out of twelve non-executive directors were independent. 2/8/13 • • .• As on 31 March 2012.

2/8/13 .

19 January 2012 and 27 March 2012. The Board meeting held on 27 March 2012 was done with Video Conferencing facility in terms of the circulars issued by Ministry of Corporate Affairs. the Board of Directors met six times: on 18 May 2011. 14 July 2011. 16 September 2011. The gap between any two meetings has been less than four months. 20 October 2011.Board Procedures • During 2011-12. 2/8/13 • • .

• . the new Bajaj Auto set up its audit committee in 2008. 1956 and clause 49 2/8/13 of the listing agreement. The company has been reviewing the working of the committee from time to time to bring about greater effectiveness in order to comply with various requirements under the Companies Act.Audit Committee • After the demerger of erstwhile BAL in 2008.

D J Balaji Rao. Chairman 2. S H Khan attended the meeting of 27 March and . • The committee has the following members: 1.Subsequently.Remuneration and Nomination Committee • Bajaj Auto constituted the remuneration committee of the Board on 30 January 2008. Naresh Chandra 4. the Board of Directors at its meeting held on 16 January 2009 extended the terms of reference of the said committee to include nomination functions and restyled the said committee as ‘Remuneration and Nomination Committee’. S H Khan 3. Rahul Bajaj Independent Independent Non-Executive. Independent • • • • • During the year. the committee met twice on 16 September 2011 2/8/13 27 March 2012.

disclosure and accountability are the main thrust to the working of the Bajaj Group. Transparency.Corporate Governance • Bajaj Group’s commitment to good corporate governance practices predates SEBI and clause 49 of the listing agreements. Bajaj Auto Limited (‘BAL’ or ‘The Company’ or ‘Bajaj Auto’) maintains 2/8/13 • . fairness.

2/8/13 . Bajaj Auto Limited has received an overall Scientific Rating of 4.1. which is 18% lower than the average for all Company Ratings.Analysis: Measuring Goodwill • Based on environmental and social impact performance.

6 6 4 4 5.2 5 4 4 4 4 4. & Collect.3 5 5 7 4.3 5 4 4 2/8/13 .ENVIRONMENTAL Transparency Environmental Management Governance Policies Reporting Supply Chain Resource Use General Resource Management Materials Water Energy PERFORMANCE 1.6 4.5 6 4 6 6 4 4 4 4 4 Environmental Impacts Biodiversity Emissions General Emissions Greenhouse Gases Criteria and Hazardous Air Pollutants 4 Water Pollution Waste 4 4 SOCIAL PERFORMANCE Transparency Management Governance Policies Reporting Supply Chain Workers General Occupational Health and Safety Diversity and Equal Opportunity Human Rights General Human Rights Freedom of Assoc.5 4.6 4 4 4 4 4 5.8 4 4 6. Bargaining Child Labor Forced and Compulsory Labor Indigenous Rights Community Public Policy Stakeholder Engagement Community Relationships Consumers Customer Health and Safety Product and Service Labeling Marketing Communications 2 4.

Analysis: CRISIL Rating 2/8/13 .

These rating strengths are partially offset by Bajaj Auto’s moderate presence in the executive segment of the motorcycles market. and robust financial risk profile marked by a strong capital structure and ample liquidity.CRISIL RATING FOR BAL • CRISIL’s ratings on the debt instruments of Bajaj Auto Ltd (Bajaj Auto) continue to reflect Bajaj Auto’s established position in India’s motorcycle and passenger carrier three-wheeler segments. given that its 2/8/13 average capital expenditure (capex) requirements • • . The company is likely to maintain its near debtfree status over the medium term.

or 2/8/13 any sluggishness in revenue .55 billion as on March 31. 2012) provides steady treasury income. besides enhancing its financial flexibility. CRISIL believes that Bajaj Auto’s robust financial risk profile helps the company to withstand any competitive challenges in terms of pricing flexibility. the necessary expenditure for product launches and upgrades.•  Bajaj Auto’s substantial portfolio of liquid investments and cash surpluses (over Rs.

com/Ratings/RatingList/RatingDocs/BajajAutoLtd_ 2/8/13 .com/bajaj_corporate.com/news_html_files/news_attachm Bajaj Auto limited Annual Report 2011-2012 http://www.bajajauto.moneycontrol.asp • • • http:// crisil.References • http:// www.

Ninad V Deogharkar. PG-11-068 2/8/13 .

Sign up to vote on this title
UsefulNot useful