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Directors Report of Bajaj Corp Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Ninth Annual Report and the audited statement of accounts for the financial year ended March 31, 2015.

Financial Results

The summarised financial results of the Company for the financial year ended March 31, 2015 are presented below:

(Rs. in lacs)

Financial Year ended Financial Year ended March 31, 2015 March 31, 2014

Sales and other income 85,284.30 71,185.16

Profit before interest, depreciation and taxation 27,062.36 22,678.01

Finance cost 9.96 588.44

Depreciation 423.79 367.47

Profit before exceptional items & tax 26,628.61 21,722.10

Exceptional items (Brand Amortisation) 4,698.00 2,859.65

Profit before tax 21,930.61 18,862.45

Provision for taxation-Income Tax 4,599.35 3,943.74

- Deferred Tax 0.00 (125.65)

Profit after tax 17,331.26 15,044.36

Balance brought forward from previous year 14,696.64 12,373.62

Disposable surplus after adjustments 32,027.90 27,417.98

Appropriations-

- Depreciation adjustment 4.06 0.00

- Interim dividend 16,962.50 9,587.50

- Corporate dividend tax 3,391.50 1,629.40

- Transfer to General Reserve 0.00 1,504.44

- Balance carried to balance sheet 11,669.84 14,696.64

The Company achieved a turnover of Rs.85,284.30 lacs as compared to Rs. 71,185.16 lacs in the previous year thereby registering a growth of approximately 19.80% over previous year. Profit before tax and exceptional items were Rs.26,628.61 lacs as against Rs.21,722.10 lacs of the previous year. The Profit after tax stood at Rs.17,331.26 lacs as compared to the profit of Rs.15,044.36 lacs in the previous year. The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis Report.

Registered Office

The registered office of the Company stands shifted from the State of Maharashtra to the State of Rajasthan with effect from March 10, 2015 upon receipt of certificate of registration of Regional Director Order for change of state certifying the aforesaid change of situation of registered office. Consequently, the Corporate Identity Number (CIN) has been changed to L01110RJ2006PLC047173.

The details of the present address of the registered office are given below:

Bajaj Corp Limited Old Station Road Sevashram Chouraha Udaipur 313 001 Rajasthan

Dividend

The Board of Directors of the Company had declared an Interim Dividend of 1150% (i.e. Rs.11.50 per share on equity shares of the face value of Rs. 1/- each) for the financial year ended March 31, 2015. Total outgo on the Interim Dividend was Rs. 20,354.00 lacs (including Dividend Tax of Rs. 3,391.50 lacs as against Rs.11,216.90 lacs (including Dividend Tax of Rs.1,629.40 lacs) in the previous year. The above outgo constitutes a payout ratio of 117.4 % of annual profits as against 74.6% in the previous year. The Board therefore has not proposed any Final Dividend and accordingly, the Interim Dividend paid during the year shall be treated as Final Dividend for the financial year ended March 31, 2015.

Share Capital

The paid up equity share capital as on March 31, 2015 was Rs.1475.00 lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, none of the Non-Executive Directors of the Company holds equity shares in the Company. The following Executive Directors are holding equity shares of the Company as per details given below:

Sr. Name of the Director No. of shares No. held

1 Mr. Sumit Malhotra 600

2 Mr. Jimmy Rustom Anklesaria 20

(resigned w.e.f. October 1, 2014)

Finance

Cash and cash equivalent as at March 31,2015 was Rs.133.62 crore. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Deposits

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

Management Discussion and Analysis

The Management Discussion and Analysis Report presented in a separate section forms part the Board''s Report.

Corporate Social Responsibility (CSR) Initiatives

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/ circulars issued by the Ministry of Corporate Affairs, the Company has contributed an amount of approximately Rs. 3.67 crore towards the corpus of Kamalnayan Jamnalal Bajaj Foundation (KJBF) (the implementing agency engaged in activities specified in Schedule VII of the Companies Act, 2013). Additional disclosures as required under the aforesaid provisions are given in Annexure-1.

Business Risk Management

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. One of the key risks faced by the Company in today''s scenario is the wide and frequent fluctuations in the prices of its raw material. Any further increase in prices of raw materials could create a strain on the operating margins of the Company. Inflationary tendencies in the economy and deterioration of macroeconomic indicators can impact the spending power of the consumer because of which down trading from branded products to non- branded can occur which can affect the operating performance of the Company.

The Company operates in the highly competitive FMCG market with competitors who may have better ability to spend more aggressively on advertising and marketing and more flexibility to respond to changing business and economic conditions. An increase in the amount of competition that we face could have a material adverse effect on our market share and sales.

Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operations and profitability.

However the Company is well aware of the above risks and as part of business strategy has put in mechanism to ensure that they are mitigated with timely action. The Company has a robust Business Risk Management (BRM) framework to identify,evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The details of the Risk Management Policy are available on the Company''s website www.bajajcorp.com.

In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threaten the existence of the Company.

Policies

Material subsidiary

During the year ended March 31,2015, the Company does not have any material listed/unlisted subsidiary companies as defined in Clause 49 of the Listing Agreement. The details of the policy on determining material unlisted subsidiary of the Company is available on the Company''s website www.bajajcorp.com.

Vigil Mechanism

The Board of Directors of Bajaj Corp Limited are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. As a public company, the integrity of the financial matters of the Company and the accuracy of financial information is paramount. The stakeholders of the Company and the financial markets rely on this information to make decisions.

For these reasons, the Company must maintain workplace where it can retain and treat all complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information to our shareholders, the Government or the financial markets. The employees should be able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to Mr. Gaurav Dalmia, Chairman Audit Committee through email or by correspondence through post. Further details are available on the company''s website www.bajajcorp.com.

Related Party Transaction

Policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website www.bajajcorp.com.

Corporate Social Responsibility

Contents of Corporate Social Responsibility Policy in the Board''s report are given in the Report on CSR activities in Annexure 1 and on the Company''s website www.bajajcorp.com.

Subsidiary Companies

During the year under review, no company is ceased to be a subsidiary/associate/joint venture of the Company. As on March 31, 2015, the Company had the following wholly owned subsidiaries, which are presently unlisted, namely:

- Uptown Properties and Leasing Private Limited

- Bajaj Bangladesh Limited

- Bajaj Corp International (FZE)

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has attached along with the financial statements, a separate statement containing the salient features of the financial statements of its subsidiary companies in the manner prescribed under the Companies Act, 2013.

Subsidiaries'' Operations

Uptown Properties and Leasing Private Limited

During the financial year ended March 31, 2015, the net losses of Uptown were Rs105.43lacs as against net losses of Rs. 106.74 lacs. There was no business activities during the financial year ended March 31, 2015.

Bajaj Bangladesh Limited

Bajaj Bangladesh Limited (BBL) has carrying on their manufacturing activity through M/s Ethical Toiletaries Limited (third party manufacturer) in Bangladesh. During the financial year ended March 31, 2015, the Company achieved a turnover of Rs. 125.92 lacs and net loss was Rs. 40.97 lacs.

Bajaj Corp International (FZE)

Bajaj Corp International (FZE) was incorporated in December 23, 2013 to expand and to carry on the business of trading in skin and hair care products. The Company has commenced its operation during the year 2014-15 and during the financial year ended March 31, 2015, the Company achieved a turnover of Rs. 615.76 lacs and net profit was Rs. 93.02 lacs.

Board of Directors

Appointments

Pursuant to the provisions of Sections 149 and 161 of the Companies Act, 2013, the Board of Directors had appointed Mrs.Vasavadatta Bajaj (Non-Independent, Non-Executive Director) as an Additional Director of the Company, with effect from September 26, 2014. In accordance with the provisions of the aforesaid section, Mrs. Vasavadatta Bajaj holds office up-to the date of the 9th Annual General Meeting of the Company. Appropriate resolutions seeking the consent of the Members of the Company for appointment of Mrs. Vasavadatta Bajaj as Director liable to retire by rotation forms part of the Notice convening the 9th Annual General Meeting. Mrs. Vasavadatta Bajaj is spouse of Mr. Kushagra Bajaj, Chairman of the Company.

Independent Directors

At the 8th Annual General Meeting of the Company held on August 1, 2014, the Members of the Company had appointed Mr. Gaurav Dalmia, Mr. Dilip Cherian, Mr. Aditya Vikram Somani and Mr. Haigreve Khaitan as Independent Directors of the Company, for a period of

5 years with effect from August 1, 2014.All Independent Directors have given declarationsthat they meet the criteria of independence aslaid down under Section 149(6) of the CompaniesAct, 2013 and Clause 49 of the Listing Agreement.

Cessation

Mr. Haigreve Khaitan, Independent Director resigned from the Board of Directors of the Company with effect from September 30, 2014. Mr. Jimmy Rustom Anklesaria, Director- Business Development resigned from the Board of Directors of the Company with effect from October 1,2014.

The Board of Directors wish to place on record their appreciation for the services rendered by Mr. Haigreve Khaitan and Mr. Jimmy Rustom Anklesaria during their Directorship on the Board.

Retirement by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sumit Malhotra (DIN 02183825), Managing Director retires by rotation and being eligible offers himself for reappointment.

Meetings of the Board

During the year, the Board of Directors met 6 times, details of which are provided in Table 3 of the Corporate Governance report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination

6 Remuneration Committees. The details of the policy on evaluation of Board''s performance is available on the Company''s website www.bajajcorp.com.

Familiarisation programme for Independent Directors

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has formulated a programme for familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc through various initiatives. The details of the aforementioned programme is available on the company''s website www.bajajcorp.com.

Board Committees

A. Corporate Social Responsibility Committee The CSR Committee comprises

1. Mr. Gaurav Dalmia, Chairman of the Committee & Independent Director

2. Mr. Dilip Cherian, Independent Director

3. Mr. Sumit Malhotra, Managing Director

B. Audit Committee

The Audit Committee comprises Independent Directors

1. Mr. Gaurav Dalmia, Chairman of the Committee

2. Mr. Dilip Cherian

3. Mr. Aditya Vikram Somani

All the recommendations made by the Audit Committee were accepted by the Board.

D. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Independent Directors

1. Mr. Gaurav Dalmia, Chairman of the Committee

2. Mr. Dilip Cherian

3. Mr. Aditya Vikram Somani

Key Managerial Personnel

Mr. V. C. Nagori, Chief Financial Officer and Mr. Sujoy Sircar, Company Secretary and Compliance Officer of the Company were appointed as Key Managerial Personnel in accordance with the Section 203 of the Companies Act, 2013.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note A-2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The details of the transactions entered into between the Company and the related parties at an arms length basis is given in AOC-2 as Annexure 5.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

Auditors and Auditors'' Report

M/s. R. S. Dani & Company (Firm Registration No. 000243C), Chartered Accountants, existing Auditors will retire at the conclusion of the ensuing Ninth Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. R. S. Dani & Company are proposed to be re-appointed as Auditors, to hold office up-to the conclusion of the Tenth Annual General Meeting.

Pursuant to the provisions of Companies (Audit and Auditors) Rules, 2014, M/s. R. S. Dani & Company has certified the following:

a. They are eligible for appointment and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and rules/regulations made thereunder;

b. The proposed appointment is as per the term provided under the Companies Act, 2013;

c. The proposed appointment is within the limits laid down by or under the authority of the Companies Act, 2013;

d. There are no proceedings against the audit firm or any partner of the audit firm pending with respect to professional matters of conduct.

The Board of Directors recommends to the shareholders the appointment of M/s. R. S. Dani & Company, as Auditors of the Company.

The observations and comments given in the report of the Auditors read together with notes to accounts are self explanatory and hence do not call for any further explanation or comments under Section 134(f)(i) of the Companies Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Gupta Baul & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 2.

Corporate Governance

Your Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Corporate Governance Report presented in a separate section forms an integral part of this Annual Report.

Consolidated Financial Statements

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the consolidated financial statement of the Company and its subsidiaries have been prepared in the same form and manner as mandated by Schedule III to the Companies Act, 2013 and shall be laid before the forthcoming Ninth Annual General Meeting of the Company.

The Consolidated Financial Statements of the Company have also been prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report. The financial statements of BCL as well as its aforesaid subsidiaries will be able on the Company''s website: www.bajajcorp.com.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts)Rules,

2014 is annexed herewith as Annexure 3.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure 6.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

1. Number of Complaints received : Nil

2. Number of Complaints disposed off : Nil

Disclosures pursuant to The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure 7 and forms part of the Board''s Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are set out in the Annexure 8 and forms part of the Board''s Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to criteria for determining qualifications, positive attributes and independence of a Director and remuneration policy have been provided in Section of the attached Corporate Governance Report. The details of the remuneration policy of the Company is available on the Company''s website www.bajajcorp.com.

Acknowledgements

Industrial relations have been cordial at all the manufacturing units of the Company.

The Directors express their appreciation for the sincere co- operation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Sd/-

Kushagra Nayan Bajaj

Chairman

Mumbai, April 9, 2015 (DIN 00017575)


Mar 31, 2014

The Directors have pleasure in presenting their Eighth Annual Report and the audited statement of accounts for the financial year ended March 31, 2014.

Financial Results

The summarised financial results of the Company for the financial year ended March 31, 2014 are presented below:

(Rs. in Lacs)

Financial Year ended Financial Year ended March 31, 2014 March 31, 2013

Sales and other income 71,185.16 64,676.98 Profit before interest, depreciation and taxation 22,678.01 21,286.92

Finance cost 588.44 8.20

Depreciation 367.47 328.39

Profit before exceptional items & tax 21,722.10 20,950.33

Exceptional items (Brand Amortisation) 2,859.65 0.00

Profit before tax 18,862.45 20,950.33

Provision for taxation – Income Tax 3,943.74 4,182.54

– Deferred Tax (125.65) 29.51

Profit after tax 15,044.36 16,738.28

Balance brought forward from previous year 12,373.62 8,458.18

Disposable surplus after adjustments 27,417.98 25,196.46

Appropriations-

- Interim dividend 9,587.50 9,587.50

- Corporate dividend tax 1,629.40 1,555.34

- Transfer to General Reserve 1,504.44 1,680.00

- Balance carried to balance sheet 14,696.64 12,373.62

The Company achieved a turnover of Rs. 71,185.16 lacs as compared to Rs. 64,676.98 lacs in the previous year thereby registering a growth of approximately 10% over previous year. Profit before tax and exceptional items were Rs. 21,722.10 lacs as against Rs. 20,950.33 lacs of the previous year. The Profit after tax stood at Rs. 15,044.36 lacs as compared to the Profit of Rs. 16,738.28 lacs in the previous year. The operations and financial results of the Company are elaborated in annexed Management Discussion and Analysis Report.

Dividend

The Board of Directors of the Company had declared an Interim Dividend of 650% (i.e. Rs. 6.50 per share on equity shares of the face value of Rs. 1/- each) for the financial year ended March 31, 2014. Total outgo on the Interim Dividend was Rs. 11,216.90 lacs (including Dividend Tax of Rs. 1,629.40 lacs as against Rs. 11,142.80 lacs (including Dividend Tax of Rs. 1,555.30 lacs) in the previous year. The above outgo constitutes a payout ratio of 74.6% of annual Profits as against 66.6% in the previous year. The Board therefore has not proposed any final dividend and accordingly, the Interim Dividend paid during the year shall be treated as final dividend for the financial year ended March 31, 2014.

Operations

EBITDA as a percentage to sales is marginally lower at 27.83% in the current year as against 28.53% in the previous year. The reduction in EBITDA is mainly on account of increase in advertisement & selling promotion expenses. During the year prices of key raw and packaging materials like light liquid paraffin, vegetable oil and menthol, glass bottles and other packaging materials were slightly lower than the previous year and remained under control.

Compliance with minimum public shareholding norms

In compliance with the Securities and Exchange Board of India ("SEBI") circulars mandating listed entities to maintain public shareholding at a minimum of 25%, SKB Roop Commercial LLP, a constituent of the promoter group of the Company on July 19, 2013, made an Offer for Sale of 1,43,75,000 equity shares representing 9.75% of the equity share capital through the Stock

Exchange Mechanism. Consequently, the Company now stands complied with the minimum public shareholding requirements under Clause 40A of the listing agreement. The following is the break-up of public and promoter shareholding of the Company.

Sl. Category No. of % of No. shares shareholding

1. Public 3,68,75,000 25

2. Promoter and 11,06,25,000 75 Promoter group

Total 14,75,00,000 100

Acquisition of NOMARKS

The Company acquired the NOMARKS brand from Ozone Ayurvedics in August 2013. By virtue of this acquisition, the Company now has a presence in the personal care market in the skin care category. It widens the Company''s position in the personal care market as Bajaj Almond Drop Hair Oil is already the third largest brand in the overall hair oil category.

ISO certification of manufacturing facilities

The following manufacturing facilities of the Company have been awarded the prestigious ISO certification in respect of quality management systems, environment management systems and occupational health and safety:- 1. PARWANOO PLANT, HIMACHAL PRADESH

a. ISO: 9001: 2008 - Quality Management System

b. ISO: 14001: 2004 - Environment Management System

2. POANTA SAHIB PLANT, HIMACHAL PRADESH

a. ISO: 9001: 2008 - Quality Management System

b. ISO: 14001: 2004 - Environment Management System

c. OHSAS 18001: 2007 – Occupational Health and Safety.

3. DEHRADUN PLANT, UTTARAKHAND

a. ISO: 9001: 2008 - Quality Management System

b. ISO: 14001: 2004 - Environment Management System

c. OHSAS 18001: 2007 – Occupational Health and Safety.

Listing of Securities

The Company''s equity shares are listed on BSE and NSE. The Annual Listing fees to each of these Stock Exchanges have been paid by the Company.

Corporate Governance

Your Company continues to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The corporate governance report presented in a separate section forms part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report presented in a separate section forms part of this Annual Report.

Subsidiary Companies

As on March 31, 2014, the Company had the following wholly owned subsidiaries, which are presently unlisted, namely:

- Bajaj Bangladesh Limited

- Uptown Properties and Leasing Private Limited

- Bajaj Corp International (FZE) with effect from December 23, 2013

In terms of General Circular No: 2/2011 dated February 8, 2011 issued by the Government of India, Ministry of Corporate Affairs granting general exemption under Section 212 of the Companies Act, 1956, and consent of the Board of Directors vide their resolution passed at the Board Meeting held on April 28, 2014 for not attaching the Balance Sheet of subsidiaries, the Company has not attached with its Balance Sheet as at March 31, 2014, copies of the balance sheet, statement of Profit and loss and reports of the Board of directors and auditors of the Company''s subsidiaries and has disclosed the requisite information in the Consolidated Balance Sheet as at March 31, 2014.

Pursuant to the General Circular No: 2/2011 dated February 8, 2011 the Company hereby undertakes that:

1. Annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time.

2. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the registered office of the Company and of the subsidiary companies concerned.

3. The Company shall furnish a physical copy of details of accounts of subsidiaries to any shareholder on demand.

Subsidiaries'' Operations

Bajaj Bangladesh Limited

Bajaj Bangladesh Limited (BBL) has appointed M/s Ethical Toiletries Limited (ETL) as their third party manufacturer in Bangladesh. M/s ETL has already established the facilities to manufacture Bajaj Almond Drops Hair Oil in Bangladesh. The commercial production has also started in March 2014. Now and onwards BBL will source its total requirement from M/s ETL. BBL expects to get good growth in volume from Bangladesh market in FY 2014-15.

Uptown Properties and Leasing Private Limited

During the financial year ended March 31, 2014, the net losses of Uptown were Rs. 106.74 lacs as against net losses of Rs. 122.43 lacs. There was no business activities during the financial year ended March 31, 2014.

Incorporation of Free Zone Establishment in Sharjah

With effect from December 23, 2013, the Company incorporated Bajaj Corp International (FZE), a limited liability Free Zone Establishment in Sharjah Airport International Free Zone Authority (SAIFZ), to expand and carry on the business of trading in skin and hair care products. The Free Zone Establishment has been granted the License Certificate. The Company has invested AED 1,50,000 in the Free Zone Establishment during the Financial Year 2014-2015.

Consolidated Financial Statements

In compliance with Accounting Standards 21, 23 and 27 of Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements form part of this Annual Report.

As directed by the Central Government and pursuant to the Accounting Standard 21 (AS-21) prescribed under the Companies (Accounting Standards) Rules, 2006, Consolidated Financial Statements presented by your Company include financial information about its aforesaid subsidiaries. The financial statements of BCL as well as its aforesaid subsidiaries will be available on the website of the Company (www.bajajcorp.com).

Fixed Deposits

The Company has not accepted any fixed deposits and as such, no amount on account of principal or interest on fixed deposits was outstanding as on the date of the balance sheet.

Directors

Pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company had appointed Mr. Gaurav Dalmia (DIN 00009639), Mr. Dilip Cherian (DIN 00322763), Mr. Haigreve Khaitan (DIN 00005290) and Mr. Aditya Vikram Ramesh Somani (DIN 00046286) as Independent Directors of the Company.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, which was notified with effect from April 1, 2014, every listed public company is required to have at least 1/3rd of the total number of Directors as Independent Directors. In accordance with the provisions of Section 149, the aforementioned Directors are being appointed as Independent Directors, to hold office as per their tenure of appointment mentioned in the Notice convening the Eighth Annual General Meeting of the Company.

Mr. Jimmy Rustom Anklesaria (DIN 03464365), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

All the appointments of the Directors of the Company are in compliance with the provisions of Section 164 of the Companies Act, 2013 (corresponding to Section 274(1)(g) of the Companies Act, 1956).

Pursuant to the provisions of Section 188 of the Companies Act, 2013, Mr. Apoorv Bajaj, relative of Mr. Kushagra Nayan Bajaj, who was appointed as Executive President (pursuant to the provisions of Section 314 of the Companies Act, 1956) and whose term of office expire on November 4, 2014, was re-appointed as Executive President by the Board of Directors for a further period of 5 years with effect from November 5, 2014 subject to approval by shareholders at the ensuing Eighth Annual General Meeting.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, as amended, with respect to the directors'' responsibility statement, it is hereby confirmed:

(i) that in preparation of accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to the material departures;

(ii) that the directors of the Company have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the Profit of the Company for the year ended March 31, 2014;

(iii) that the directors of the Company have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the directors of the Company have prepared the accounts of the Company for the financial year ended March 31, 2014 on a going concern basis.

Auditors and Auditors'' Report

M/s. R. S. Dani & Company, Chartered Accountants, existing Auditors will retire at the conclusion of the ensuing Eighth Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014,

M/s. R. S. Dani & Company are proposed to be re-appointed as Auditors, to hold office up-to the conclusion of the Ninth Annual General Meeting.

Pursuant to the provisions of Companies (Audit and Auditors) Rules, 2014, M/s. R. S. Dani & Company has certified that the following:

a. They are eligible for appointment and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949 and rules/regulations made there under;

b. The proposed appointment is as per the term provided under the Companies Act, 2013;

c. The proposed appointment is within the limits laid down by or under the authority of the Companies Act, 2013;

d. There are no proceedings against the audit firm or any partner of the audit firm pending with respect to professional matters of conduct

The Board of Directors recommends to the shareholders the appointment of M/s. R. S. Dani & Company, as Auditors of the Company.

The observations and comments given in the report of the Auditors read together with notes to accounts are self explanatory and hence do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

Cost Auditors

Pursuant to the directives of the Central Government issued under sub-section (1) of Section 233B of the Companies Act, 1956, M/s. Hitesh Jain & Associates, Cost Accountants (Membership No M/30632) were appointed as Cost Auditors of the Company. The Cost Auditors have submitted the Cost Compliance Reports to the Central Government within the prescribed time period of 180 days from end of the financial year to which the reports relate as per the following details:

Sl. Product Report submitted Financial Date of No. with Central year ended filing Government

1 Personal Cost Compliance Report March 31, September care 2013 4, 2013

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors have appointed M/s. Hitesh Jain & Associates, Cost Accountants as Cost Auditors for the financial year ending March 31, 2015 at a remuneration of Rs. 80,000/- plus applicable levies and reimbursement of out-of-pocket and travelling expenses. Necessary resolution seeking the ratification by shareholders of the Company has been proposed in the notice convening Eighth Annual General Meeting.

Particulars of employees

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of employees are set out in the Annexure - II and forms part of this annual report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The relevant data regarding the above is given in the Annexure-I hereto and forms part of this Annual Report.

Corporate Responsibility towards Society

The Bajaj group has been at the forefront of various social and welfare activities aimed at the socio-economic development of society. The Kamalnayan Jamnalal Bajaj Foundation ("KJBF") and Jamnalal Kaniram Bajaj Trust ("JKBT") have spearheaded the various welfare schemes in Wardha, Maharashtra and Sikar, Rajasthan respectively.

Wardha

Kamalnayan Jamnalal Bajaj Foundation (KJBF) has identified problems faced by the rural community of Wardha district and adopted participatory bottoms- up approach with an active involvement of community in planning, implementation and management of all need based development interventions. KJBF organizes village meetings, participatory rural appraisals measures to understand issues and address them. It also makes an effective use of street plays, video shows, regular training programs, awareness camps, exposures visits and demonstrations that has strengthened the outreach of KJBF in 501villages of Wardha district.

KJBF has been implementing various projects either independently or in collaboration with the partners. A brief summary of the projects are:

i. Self-Help Group- Self-Help Groups have emerged as crucial instruments for women empowerment and in development of their leadership abilities. This has also led to improvement in their quality of life. KJBF has promoted Self Help Groups with the sole objective of strengthening the livelihood of the family focusing on women development.

ii. Village Development Committees- These are voluntary associations of village people for local administration. The role of VDCs in the program is to select the site for the construction of infrastructure, selection of beneficiaries, and collection of beneficiaries'' contribution monitoring and managing the entire project activities and resolve the local issues related to the project.

iii. Producer Groups- Generally consisting of 15 to 20 producers, engaged in producing similar products (Agriculture based) that are organized to reduce cost of production by applying Integrated Nutrient Management and Integrated Pest Management, achieve economies of scale by purchasing all the required agriculture inputs collectively, improving marketing efficiencies and improve their Profits by managing their crop from production through processing.

iv. Learning Groups- These are the informal group consisting 25 to 40 farmers in a group. They are responsible to learn through meetings and trainings, implement the learnt agriculture practices in their own field and share their experience with the other farmers under Better Cotton Initiative Program.

v. Wadi Mitras''- These are selected from the each village act as resource person. They are trained by KJBF staff on various agriculture practices like preparation and application of natural manure, natural pesticide and insecticide from the locally available natural resources like plants, cow dung, cow urine and water.

vi. Water User Groups are a group of 5-10 farmers who have come together for the equitable sharing and efficient management of the aquifer.

vii. Income Generating Activities- KJBF promotes income generating activities in the rural area for poverty alleviation and development through assisting in starting up of small business activities like beauty parlor, tailoring, hair salon, catering, garden nursery, carpentry etc. A total 117 small business activities have been are initiated by the beneficiaries through rural enterprise. These activities are helpful in developing the entrepreneurship skills in the rural people and make them economically self-sustainable.

viii. Design for Change Program- It is one of the largest global movements designed to give children an opportunity to express their own ideas for a better world and put those ideas into action. The challenge is to ask the students to do four very simple things: Feel, Imagine, Do and Share. As a result of this, young school children are coming forth with brilliant ideas that are challenging the age-old superstitions of the rural communities. Through such ideas they are able to raise money to finance photo copy machine, design and constructed culvert and leveled 1 KM long road on their own. Children are proving that they have what it takes to be the change that they wish to see in the world.

ix. Water Resource Development- Wardha receives 1057 mm of average rainfall annually but is erratic. Water table of ground water is not upto the mark so that most of the wells dry up just after the monsoon. Farmers find it difficult to irrigate their crop even in rabi season due to negligible water harvesting structures in the rural area. In order to address these issues, in consultation with local community, KJBF has identified various water harvesting measures like rejuvenation of rivers/streams, construction of check dams, percolation tanks, farms ponds, recharging of existing wells, promotion of lift irrigation, group wells etc. along with soil & water conservation measures such as farm bounding and Nala plugging. Every drop of water in every field and village needs to be conserved for water harvesting structures and utilize it to fulfil the daily needs of farmers. KJBF has been putting continuous efforts through capacity building activities, women empowerment, crops planning and focusing on biodiversity and ecosystem conservation to make the water resource development program successful.

x. Promoting Sustainable Agriculture Practices- Most of the farmers in Wardha district depend solely on one crop (as in one crop season and no winter crop) due to shortage of irrigation and lack of awareness in other agriculture practices and no allied agriculture income to add to the family finances. It was against this backdrop of a raging crisis, drop in incomes, increase in the production costs and generally a bad agriculture scenario that the KJBF intervened and has put all its efforts in making the farming more economical. It has also been able to address other issues related to agriculture by implementing various agriculture based projects in rural Wardha.

a. The Better Cotton Initiative (BCI) intends to make global cotton production better for the people who produce cotton in suitable environment, and for the sector''s future. BCI works with a diverse range of stakeholders to promote measurable and continuing improvements for the environment, farming communities and the economies of cotton producing areas. KJBF has been implementing the project in 27 villages of Wardha district. The project has reduced the cost of cultivation and increase the production of cotton crop in the year 2013-14.

b. The Convergence of Agricultural Interventions in Maharashtra''s- This program was designed for the six distressed districts of Western Vidarbha i.e. Akola, Amravati, Buldhana, Wardha, Washim and Yavatmal in collaboration with Maharashtra Govt., Sir Ratan Tata Trust, International Fund for Agriculture Development and local community. The overall goal of the project is ''to contribute to the development of resilient production, sustainable and diversified households, on-farm and off-farm livelihoods, allowing households to face production and market risks without falling back into poverty and distress''. The projects'' target groups are the rural households belonging to the Schedule Castes, the Schedule Tribes, landless laborers, the rural women, the small & marginal farmers and the farmers under agrarian distress. To achieve these objectives KJBF has been working in the two clusters (Seloo and Samudrapur) of the Wardha district and covered 51 villages under the program.

c. Biogas- referred to as ''gobar'' gas, consists of methane and carbon dioxide, and perhaps some traces of other gases, notably hydrogen sulphide (H2S). Biogas provides clean and particulate-free source of energy also reduces the likelihood of chronic diseases that are associated with the indoor combustion of biomass-based fuels, such as respiratory infections, eye cataract, ailments of the lungs; bronchitis and asthma. The use of biogas slurry as manure also increases agricultural productivity. Economically, Biogas systems have been shown to be cost-effective in the rural area.

xi. Promoting Agro.-based Livelihood (Indigenous Cow Program)- The sole focus of the KJBF''s indigenous cow program is to provide the farmers in the region with an alternative source of livelihood along with agriculture. Such kind of focus entails a definitive strategy and approaches. KJBF''s focus on intense capacity building program for entire team and support for the farmers in all aspects.

xii. WADI project- This practice helps in minimizing biological and market risks and restoration of denuded land through soil and water conservation measures. This program aims at reducing the migration of the tribal/rural peoples to urban areas by providing them a livelihood in the form of income and basic necessities like fuel-wood, timber and cattle fodder. The Wadi model promoted by KJBF consists of a horticulture plantation of 25 Mango, 20 Indian Gooseberry (Amla), 20 Guava plants and 8 Lemon trees with 260 forestry plants for live fencing on one acre of land. This combination of three fruit plants has been selected so as to get the farmers income throughout the year.

Sikar

Over past few years, JKBT has evolved its agriculture program in a holistic way to effectively address the current needs of farmers and explore the available opportunities thereby strengthening their agro based livelihoods. JKBT strives to motivate the farmers to adopt diversified cropping pattern. Natural farming practices which have been forgotten are being revived and as a result cost of production is reduced, agriculture yield is increased and soil health is improved.

Strengthening Agriculture-Based Livelihoods

i. Making Farmers Progressive through Farmers'' Clubs- Farmers'' Clubs promoted by JKBT along with NABARD''s support are farmers'' institutions at village levels. The forum helps the member farmers to get associated with the government schemes related to agriculture development like micro-irrigation systems, low cost storage systems for agriculture produces, solar system and horticulture plantation. 51 Farmers Club have been formed covering 684 members in current year. Exposure visits to agricultural institutes and training programs were organized for the members of Farmers'' Clubs to strengthen farmers on different aspects of agriculture. These visits helped farmers in learning new technologies in agriculture and adopting the same for their benefits on their farm lands.

ii. Promoting Diversified Cropping Pattern through Crop Demonstrations- JKBT has constantly focused on facilitating farmers to adopt new varieties of crops. The intervention was geared up to help farmers take up high yielding crop varieties and gain high yield. JKBT made contributions towards 20% of the cost of seed and supported farmers up to Rs. 4,000 towards the cost of seeds. The remaining cost was contributed by the beneficiary farmers. This year, eight different crops such as groundnut, wheat, millet, cluster bean, gram, green gram cow pea and Lucerne were introduced among the farmers. A total number of 1600 farmers were supported for growing these high yielding crop varieties in about 2819 acres of land in 78 different villages.

iii. Promotion of Natural farming- JKBT has promoted Indigenous Cow based Natural Farming amongst the thousand farmers in Sikar district. There is a significant reduction in cost of cultivation upto 25%, yield has increased 15% and ecosystem of farm is strengthened due to minimized use of chemical fertilizers and pesticides. 1684 farmers, including 723 women farmers from 33 different villages were trained on various natural farming techniques. A total number of 273 farmers, including 111 women farmers from 11 different villages made exposure visits to gain more information. Among the trained thousand farmers, 14 trained /experienced resource farmers are emerged who are playing active role in farmer to farmer extension work. Under Natural farming, JKBT introduces two indigenous varieties of wheat to conserve and multiply indigenous variety has reduced the cost of cultivation and the dependency on the market. As a result of regular efforts, over 1000 farmers from 75 different villages learnt to adopt these beneficial practices in around 544 acres of land in 2013-14.

iv. Horticulture Development- This year, JKBT''s interventions in horticulture continued on two major themes: (1) promoting fruit orchards, and (2) promoting vegetables. Farmers are supported to grow vegetables in their areas by adopting various new technologies. JKBT introduced different varieties of fruits species like mango, orange, etc. JKBT contributed 50% of the cost and the remaining contributed by the beneficiaries. Some farmers cultivated vegetables in the old orchards as an inter crop. Farmers were supported to set up Drip and Mulching method/practices for the promotion of intercropping. For this, governmental support was also accessed from the Horticulture Department. 2208 School children were also involved in plantation of 11044 saplings in their schools and courtyards.

v. Vegetable Cultivation- Vegetable cultivation was taken up on a larger scale, for this four different models were developed:

- Kitchen garden of 100 sq. m. for vegetables

- Drip irrigation with vegetable cultivation in farms

- Drip plus mulching in the vegetable fields along with protection from extreme cold and hot weather; and

- Trellis Vegetable farming.

vi. Efficient use of available water through Micro Irrigation systems- Drip irrigation, mulching and sprinklers ensured an increased production and also the quality produces. The mulching system was especially used for vegetable farming, to retain moisture in the soil and reduce the cost of pesticide and weedicide. It was used for growing cucumber, lady finger, round melon, water melon, chilli, tomato and ridge gourd, etc. Farmers were supported in having access to this technology and facilitated them in availing government schemes benefits.

vii. Grameen Fridge- Appropriate Environmental Friendly Rural Technology- This is a low cost storage system for preserving farm and dairy produce. This is more beneficial during summer season to store perishable agriculture produce and maintain shelf life up-to 7 days. This Grameen Fridge does not need electricity to function but keeps the maximum temperature up-to 10-11 degree Celsius even during hot summer. NABARD also made collaboration with JKBT for promotion of Grameen fridge.

viii. Onion Storage- Farmers do not have preservation facilities for agriculture produce and therefore they are forced to immediately sell their produce after harvesting. Due to fluctuating prices in the market and unavailability of storage system, the onion farmers are exploited with lesser market price. To help onion growers, JKBT came forward to assist them in constructing onion storage units as demonstration. The Trust also sought support from the Department of Horticulture in establishing these units.

ix. Converting undulating fallow land into productive land- Undulating land causes less productivity, increasing cost of cultivation which causes reduction in net income. The land was uneven due to wind erosion and sandy soil; sand dunes are formed in the agricultural lands resulted in uncultivable. In consultation with the farmers JKBT has been resolving the problem of undulating land, shifting of sands, and soil erosion by levelling of agricultural land. The Farmers'' Clubs and village volunteers played a major role in planning and execution of land levelling program.

x. Drinking Water at the door step- Roof Rain Water Harvesting Structure-Roof Rain Water Harvesting Structures (RRWHS) is a onetime investment and a permanent solution to have pure, fresh and safe drinking water at door step. RRWHS continues to be in demand in this area due to scarcity of drinking water. Both SHGs and Farmers'' Clubs played an important role in addressing this demand, collecting contribution and monitoring the quality of work.

xi. Promotion of Indigenous Mother Cow- Indigenous cow is the backbone of Indian culture, agriculture as well as to provide nutritive milk to the families. Women play an important role in animal husbandry. Promotion of indigenous cow based dairy programme has empowered landless and deprived women and has improved their socio-economic and health status. JKBT had a four-pronged approach to promote dairy farming:

i. Support families to purchase Indigenous cows

ii. Training of cattle owners on cows'' health aspects

iii. Bring technology close to dairy farmers including that of

a) Cattle feeding cum drinking water systems

b) Chaff cutter to increase work efficiency and reduce drudgery

c) Azolla Culture for cattle feed, and

iv. Link cow-based by-products to natural farming.

xii. Cattle Feeding cum Drinking Water System (Automatic Pashu Than)- Innovative Cattle feeding technology has helped in improving health of cattle, increased milk productivity and reduced drudgery of women. The CFT has proved to be of great help to the families as it ensures the availability of drinking water for their cattle at any time. The families observed that it also helps in reducing fodder wastage and thus saves their time and money.

xiii. Azolla Feeding- Azolla is providing highly useful nutrients, minerals and proteins in the feed. It is noticed that the families taking on Azolla feeding have registered an increased milk production of 10-22%. For better extension, JKBT adopted an innovative method by establishing master unit of Azolla to motivate the farmers for taking up the activity in large number. IEC materials like pamphlets in local language are distributed in villages to disseminate information on its benefits along with the benefitted farmer''s contact details. This helped in spreading awareness among other farmers about the successful intervention of this model. As a result, farmers from nearby villages made visits to know more about the model development.

xiv. Promotion of Chaff Cutter for efficient use of fodder- For efficient use of fodder and comfortable feeding to the cattle, JKBT promotes power operated chaff cutter which makes the cattle feed easy to eat and digest. It also helps in saving of time of the dairy farmers.

Promoting Micro Enterprise and Skill Development

i. Women Self Help Groups and Income Generating Activities- Women empowerment is not only completed to bring the women at one platform through SHG but the socio-economic development through initiating income generating activities. Believing in the strength of people''s collectives, JKBT has promoted women''s self help groups and Farmers clubs as village level organizations. SHGs of women have pooled savings for internal lending for needs of their own members for consumption purpose and productive purposes like to pay contribution for availing benefits of the programmes of JKBT. Through various trainings on group management, bank linkages, book keeping and to strengthen their decision making, women are gaining knowledge to improve the quality of their families. These SHGs have also collectively accessed different programmes and schemes of various Government Department. Members of women SHGs have initiated 90 different types of income generation activities to raise their economic condition. Financial support encourages them to start individual or group based small income generating activity and when the enterprise comes in Profit the members repay the money which they borrowed.

ii. Skill Training Initiative for Youth- JKBT has initiated vocational and skill development programs like tailoring and Computer course etc. with the help of master trainers. After observing the results, these training courses have been quite in demand. The trained youth have also set up network at village level and nearby big shops to take orders of stitching readymade clothes.

iii. Job Oriented Vocational Training- JKBT held four village camps to orient youth. 37 villages are covered under the skill and vocational trainings program and around 327 youths are benefitted under skill and vocational trainings.

iv. Biogas for Domestic Purpose- Biogas has several benefits for its efficient use in cooking, lighting and farming. The Biogas Programme and its growing popularity have established the Trust as the biggest biogas promoting organization in the state. With constant support and efforts of JKBT, biogas is used to meet household energy needs in the programme areas, such as an alternative fuel for cooking in place of wood, use in domestic lighting and organic manure. Creating awareness among the members of SHG and Farmers'' Clubs became a proven strategy for the expansion of Biogas Programme in the surrounding villages. A local cadre of masons was trained for the construction, supervision and maintenance of biogas plants.

v. Creating Network of ''Resource Farmers'' through Livelihood Training & Resource Centre-

In order to reach out to more number of farmers in a decentralized way, JKBT came up with an innovative idea of establishing ''Satellite Centres'' of LTRC at farmers'' fields. JKBT identified farmers at different locations who had previously adopted more than a few of its programmes. These farmers served as ''Change Agents'' - ''Resource Farmers'' - to sensitize their fellow farmers on best farming practices. JKBT developed training brochures with names, contact details and photographs of live models that were developed at farmers'' fields with an innovative idea of sharing and replicating successful models in the nearby villages.

Recognitions and Felicitations

1) NABARD awarded JKBT for its outstanding contribution in the improvement of agricultural productivity through newer technology transfer in various crops.

2) NABARD honored The Jagdamba Kisan Club of village Khokharo Ki Dhani (Dhod) the state level award of being ''Sarvshreshth Kisan Club'' in Rajasthan for its initiatives in agricultural innovations, transfer of technology and productivity enhancement.

Acknowledgements

Industrial relations have been cordial at all the manufacturing units of the Company.

The Directors express their appreciation for the sincere co- operation and assistance of Central and State Government authorities, bankers, customers and suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company''s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Kushagra Nayan Bajaj

Chairman

Mumbai,

April 28, 2014


Mar 31, 2012

The Directors have pleasure in presenting their Sixth Annual Report and the audited statement of accounts for the financial year ended March 31, 2012.

Financial Results

The summarised financial results of the Company for the financial year ended March 31, 2012 are presented below:

(Rs in Lacs)

Financial Year Financial Year Ended Ended March 31, 2012 March 31, 2011

Sales and other income 51,069.13 37,645.65

Profit before interest, depreciation and taxation 15,401.45 12,594.52

Finance cost 7.85 10.56

Depreciation 259.92 179.40

Profit before exceptional items & tax 15,133.68 12,404.56

Exceptional item (IPO expenses) - 1,896.25

Profit before tax 15,133.68 10,508.31

Provision for taxation - Income Tax 3,028.19 2,094.00

- Wealth Tax 5.41 4.92

- Deferred Tax 91.30 (0.89)

Profit after tax 12,008.78 8,410.28

Balance brought forward from previous year 4,516.53 216.21

Disposable surplus after adjustments 16,525.31 8,626.49

Appropriations - Interim dividend 5,900.00 -

- Proposed dividend - 2,802.50

- Corporate dividend tax 957.13 465.46

- Transfer to General Reserve 1,210.00 842.00

- Balance carried to balance sheet 8,458.18 4,516.53

The Company achieved a turnover of Rs 51,069.13 lacs as compared to Rs 37,645.65 lacs in the previous year thereby registering a growth of approximately 36 % over previous year. Profit before tax and exceptional items were Rs 15,133.68 lacs as against Rs 12,404.56 lacs of the, previous year. The Profit after tax stood at Rs 12,008.78 lacs as compared to the profit of Rs 8,410.28 lacs in the previous year. The operations and financial results of the Company are elaborated in annexed Management Discussion and Analysis Report.

Dividend

The Board of Directors of the Company had declared an Interim Dividend of 400% (i.e. Rs 4/- per share on equity shares of the face value of Rs 1/- each) for the financial year 2011-12 and the same shall be treated as Final Dividend for the financial year 2011-12.

Operations

The Company continues to lead in growth of its hair oil brands. It offers its consumers a bouquet of value added hair oils for nourishment and smoothening of hair cuticles (key brands being Bajaj Almond Drops Hair Oil, Bajaj Brahmi Amla Hair Oil, Bajaj Amla Shikakai Hair Oil, Bajaj Jasmine Hair Oil). During financial year 2011-12, a new product 'Bajaj Kailash Parbat Thanda Tel' was launched which is recording a healthy growth.

During the year under review, your Company's sales & distribution strategy was to improve penetration and increase product availability in the rural and semi- urban towns and villages. Your Company is presently experimenting with rural promotional and rural distribution vans in West Bengal. This mode of creating awareness for the Company's flagship brand-Almond Drops Hair Oil has been encouraging. Your Company plans to replicate the above strategy in 5 additional states during financial year 2012-13.

Institutional Placement Programme

The shares of the Company were listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") with effect from August 18, 2010. As on March 31, 2012, the Company's public shareholding is 15.25% and promoters' shareholding is 84.75%. Pursuant to the provisions of the Securities Contracts (Regulation) Rules, 1957 (as amended) (the "SCRR") the Company is required to increase the public shareholding up-to 25% within a period of 3 years from the date of listing of the securities.

As per the recently notified regulations by the Securities and Exchange Board of India ("SEBI"), the minimum public shareholding can be achieved through the Institutional Placement Programme either through fresh issue of securities of the Company or an Offer for Sale by the Promoters to Qualified Institutional Buyers. For achieving minimum public shareholding level, the Company will be required to issue 1,91,70,000 fresh equity shares of face value Rs 1/- each. Requisite approvals by way of Postal Ballot were received from the shareholders of the Company on May 21, 2012 in this regard.

Listing of Securities

The Company's equity shares are listed on BSE and NSE. The Annual Listing fees to each of these Stock Exchanges have been paid by the Company.

Corporate Governance

The Company has vigorously striven to follow the best corporate governance practices aimed at building trust among the key stakeholders, shareholders, employees, customers, suppliers and other stakeholders on four key elements of corporate governance - transparency, fairness, disclosure and accountability.

Management Discussion and Analysis

The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

Subsidiary Company

As on March 31, 2012, the Company had the following wholly owned subsidiary, which is presently unlisted, namely:

- Uptown Properties and Leasing Private Limited

During financial year 2011-12, the Company has entered into Share Purchase Agreement (SPA) with Uptown Properties & Leasing Private Limited ("Uptown") which owns a plot of land at Worli, Mumbai. The acquisition of Uptown comprised taking over of net liabilities of ' 4950 lacs and purchase of entire paid-up share capital from its existing promoters for Rs 2550 lacs (and capitalization of other transfer expenses amounting to approximately Rs 175 lacs). Consequently, Uptown has become a wholly owned subsidiary of the Company with effect from September 28, 2011. Uptown is presently not engaged in any business activity

In terms of General Circular No: 2/2011 dated February 8, 2011 issued by the Government of India, Ministry of Corporate Affairs granting general exemption under Section 212 of the Companies Act, 1956, and consent of the Board of Directors vide their resolution passed at the Board Meeting held on April 24, 2012 for not attaching the Balance Sheet of subsidiary, the Company has not attached with its Balance Sheet as at March 31, 2012, copies of the balance sheet, statement of profit and loss and reports of the Board of Directors and Auditors of the Company's subsidiary and has disclosed the requisite information in the Consolidated Balance Sheet as at March 31, 2012.

Pursuant to the General Circular No: 2 /2011 dated February 8, 2011 the Company hereby undertakes that:

I. Annual Accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the Company and subsidiary company seeking such information at any point of time.

II. The Annual Accounts of the subsidiary company shall also be kept for inspection by any shareholders in the registered office of the Company and of the subsidiary company concerned.

III. The Company shall furnish a hard copy of details of accounts of subsidiary to any shareholder on demand.

Subsidiary's Operations

Uptown Properties and Leasing Private Limited

The principal business activity of Uptown is acquisition and development of real estate. During the financial year ended March 31, 2012, the carried forward losses of Uptown were Rs 1578 lacs as against Rs 2356 lacs in the previous year. The Company did not carry any business activity during the financial year ended March 31, 2012.

Consolidated Financial Statements

In compliance with Accounting Standards 21, 23 and 27 of Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements form part of this Annual Report.

As directed by the Central Government and pursuant to the Accounting Standard - 21 (AS - 21) prescribed under the Companies (Accounting Standards) Rules, 2006, Consolidated Financial Statements presented by your Company include financial information about its aforesaid subsidiary. The financial statements of BCL as well as its aforesaid subsidiary will be available on the website of the Company (www.bajajcorp.com).

Fixed Deposits

The Company has not accepted any fixed deposits and as such, no amount on account of principal or interest on fixed deposits was outstanding as on the date of the balance sheet.

Directors

In recognition of the valuable services rendered by Mr. Sumit Malhotra who was heading the Sales and Marketing functions of FMCG business in Whole-time capacity, the Board of Directors at its meeting held on August 8, 2011, appointed him as Managing Director of the Company for a period of 5 years with effect from August 8, 2011. The terms and conditions of appointment and remuneration of Mr. Sumit Malhotra was approved by the shareholders of the Company through Postal Ballot on October 6, 2011.

At the same Board meeting held on August 8, 2011, Mr. Jimmy Rustom Anklesaria was inducted on the Board on Whole-time basis and designated as Director (Business Development) of the Company for a period of 5 years with effect from August 8, 2011. The terms of appointment and remuneration of Mr. Jimmy Rustom Anklesaria was approved by the shareholders of the Company through Postal Ballot on October 6, 2011.

Pursuant to the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr Jimmy Rustom Anklesaria would hold office as Additional Director (appointed at the Board Meeting held on August 8, 2011) only up-to the date of the Sixth Annual General Meeting of the Company. The Company has received a notice from a member pursuant to Section 257 of the Companies Act, 1956 proposing the appointment of Mr Jimmy Rustom Anklesaria as Director of the Company. The Board of Directors recommend the appointment of Mr Jimmy Rustom Anklesaria as Director of the Company.

Mr. Dilip Cherian (DIN 00322763) and Mr. Aditya Vikram Ramesh Somani (DIN 00046286), Directors of the Company, will retire by rotation and being eligible, offer themselves for re-appointment.

All the appointments of the Directors of the Company are in compliance with the provisions of Section 274 (1)(g) of the Companies Act, 1956.

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, as amended, with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) that in preparation of accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanation relating to the material departures;

(ii) that the directors of the Company have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended March 31, 2012;

(iii) that the directors of the Company have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the directors of the Company have prepared the accounts of the Company for the financial year ended March 31, 2012 on a going concern basis.

Auditors and Auditors' Report

M/s. R. S. Dani & Company, Chartered Accountants, existing Statutory Auditors will retire at the conclusion of the ensuing Sixth Annual General Meeting and seek re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received certificate from M/s. R. S. Dani & Company, to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

The Board of Directors recommends to the shareholders the appointment of M/s. R. S. Dani & Company, as Auditors of the Company.

The observations and comments given in the report of the Auditors read together with notes to accounts are self explanatory and hence do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

Particulars of employees

As required under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of employees are set out in the Annexure- II and forms part of this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The relevant data regarding the above is given in the Annexure-I hereto and forms part of this report.

Acknowledgements

Industrial relations have been cordial at all the manufacturing facilities of the Company.

The Directors express their appreciation for the sincere co- operation and assistance of Central and State Government authorities, bankers, customers and suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company's employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Kushagra Nayan Bajaj

Chairman

Mumbai,

April 24, 2012


Mar 31, 2010

The Directors of the company present their Fourth Annual Report and the Audited Statement of Accounts forthe financial year ended March 31,2010.

1. FINANCIAL PERFORMANCE:

The audited financial results for the year ended March 31,2010 are as follows:

(Rs. in Lacs)

PARTICULARS 2009-10 2008-09

Sales & Other Income 33,513.11 24,618.73

Profit before Depreciations Tax 10,240.00 5,332.72

Depreciation 84.42 42.42

Profit before Tax 10,155.58 5,290.30

Tax Provision -Income Tax 1,735.00 603.00

-Wealth Tax 2.02 2.04

-Deferred Tax 27.22 (23.04)

-Fringe Benefit Tax - 9.12

Profit after Tax 8,391.34 4,699.18

Balance brought forward from previous year 4,663.41 (6.52)

Amount available for appropriation 13,054.75 4,692.66

APPROPRIATION

-BonusShares Issued 750.00 --

-Interim Dividend 9,200.00 --

-Proposed Dividend - 25.00

-Corporate Dividend Tax 1,563.54 4.25

- Transfer to General Reserve 1,325.00 --

-Balance carried to Balance Sheet 216.21 4,663.41

2. OPERATIONAL REVIEW:

During the year under review, the Company has posted an impressive performance. Company achieved a turnover of Rs. 33513.11 lacs as against Rs. 24,618.73 lacs in the previous year registering a growth of 36.13%. The net profit after tax stood at Rs. 8,391.34 lacs compared to Rs. 4699.18 lacs in the previous year thereby registering a growth of 78.57%

During the year, your Company has set up another plant for manufacturing of hair oils at Paonta Sahib (Himachal Pradesh).

3. DIVIDEND:

During the year under review, your directors had declared and paid two interim dividends as per details given hereunder:

(i) Rs. 11- per equity share of the face value of Re. 1/-per share which was paid on December 24,2009

(ii) Rs. 8.80/- per equity share of the face value of Rs. 5/-per share which was paid on March 23,2010

The total interim dividend for the year amounts to Rs. 10763.54 Lacs including the Corporate Tax on Dividend Distribution.

A proposal for confirmation of the abovementioned two interim dividends as final dividend is being placed before the Members at the forthcoming Annual General Meeting.

Transferto reserves:

The Board of Directors proposes to transfer Rs 1325 lacs to the general reserves in accordance with the Companies (Transfer of Profit to Reserves) Rules, 1975.

4. SHARE CAPITAL

Initial Public Offering:

To further augment the capital base of the Company for future plans, your Company is proposing to make an initial public offering of its equity shares through the book building process, subject to receipt of requisite approvals and has fited a Draft Red Herring Prospectus with SEBI on February 26,2010.

5. CONSERVATION OF ENERGY:

We are replacing the outdated machinery from time to time with the modern machineries resulting in increased production with reduced power consumption.

6. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION:

The Research & Development Department of the company continued to support the Companys business by developing innovative products to cater to consumer needs and preference.

7. FOREIGN EXCHANGE EARNINGS:

During the period under review, exports were made amounting to Rs. 155.35 Lacs (previous year Rs. 43.84 Lacs).

8. PARTICULARS OF EMPLOYEES:

Particulars with regard to employees as required u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 and forming an integral part of Directors Report are given in the Annexure 1 attached herewith

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of Companies Act., 1956, your Directors confirm that:-

a. the annual accounts have been prepared in accordance with applicable accounting standards and no material departures have been made from the same;

b. the accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to provide a true and fair view of the state of affairs of the company as at March 31, 2010 and of the profit of the company for the financial year ended March 31,2010.

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

d. the annual accounts are prepared on a going concern basis.

10. DIRECTORS:

Pursuant to Section 260 of the Companies Act, 1956 Mr. Haigreve Khaitan, Mr. Gaurav Dalmia, Mr. Dilip Cherian & Mr. Aditya Vikram Somani areappointed as Additional Director of the Company with effect from February 04, 2010.

Mr. RL. Dadheech, Mr. D.G. Samdani Independent Directors of the company have tendered their resignations on February 04, 2010 and the Board of Director has accepted their resignations. The Board place on record its appreciation for the services rendered by them.

Mr. Roshan F Hinger, Vice Chairman of the Company will retire by rotation and being eligible, offers himself for re-appointment.

11. AUDIT COMMITTEE:

The Audit Committee comprises of following members:

Mr. Gaurav Dalmia

Chairman, Independent & Non-Executive Director

Mr. Aditya Vikram Somani

Independent & Non-Executive Director

Mr. R. F. Hinger

Executive Director

On February 04, 2010, there was a reconstitution in Audit Committee as Mr. P. L. Dadheech & Mr. D. G. Samdani have tendered their resignations from the post of Independent Director.

12. AUDITORS:

M/s R.S. Dani & Company, Chartered Accountants, Ajmer, retire on the forthcoming Annual General Meeting and are eligible for re- appointment. The appointment if made would be according to Section 224 (1B) and any other applicable provisions, if any, of the Companies Act, 1956.

The Auditors Report to the shareholders does not contain any qualification.

13. INDUSTRIAL RELATIONS:

During the period under review, the relation between the employees and management continued to remain cordial and the Directors express their warm appreciation of the sincere co-operation received from all the executives, staff, and workers of the company.

14. ACKNOWLEDGMENT:

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the State & Central Government Authorities, Bankers, Vendors, Business Associates, members and other associated with the activities of the Company during the year under review.

For and on behalf of the Board of Directors

Place : Delhi Roshan F Hinger

Date : May 04, 2010 Chairman of the Meeting


Mar 31, 2009

The Directors of the company present their Third Annual Report and the Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS :

(Rs. in Lacs)

PARTICULARS 2008-09 2007-08

Sales & Other Income 24618.73 0.09

Profit before Dep. & Tax 5332.72 (2.23)

Depreciation 42.42 0.66

Profit/(Loss) before Tax 5290.30 (2.89)

Tax Provision - Income Tax 603.00 0.00

-Wealth Tax 2.04 1.90

-Deferred Tax (23.04) 1.56

-Fringe Benefit Tax 9.12 0.00

Profit/(Loss) after Tax 4699.18 (6.35)

Prior year Adjustments Balance brought from (6.52) (0.17)

Previous year Amount Available for Appropriation 4692.66 (6.52)

Appropriations:

Proposed Dividend 29.25 0.00

Balance Carried to 4663.41 (6.52) Balance Sheet

Your company after receiving license of Brands from its Holding Company i.e Bajaj Consumer Care Ltd has achieved a remarkable position in its top line and bottom line in one year. As our Market share in light hair oil segment is growing rapidly and to cope with such a huge requirement, your company had started one more manufacturing facilities in Dehradoon (Uttrakhand) & going to start one more factory at Ponta Sahib (Himachal Pradesh).

2. DIVIDEND :

The Directors recommend the payment of Dividend @ 5% on Equity Share Capital for the year ended 31s March 2009 to be paid if declared by the shareholders at the Annual General Meeting.

3. CONSERVATION OF ENERGY :

We are replacing the outdated machinery from time to time with the modern machineries resulting in increased production with reduced power consumption.

4. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION :

The Research & Development Department of the company continued to support the Companys business by developing innovative products to cater to consumer needs and preference.

5. FOREIGN EXCHANGE EARNINGS :

During the period under review, Exports were made amounting to Rs.43.84 Lacs (previous year Rs. Nil).

6. PARTICULARS OF EMPLOYEES :

Particulars with regard to Employees as required u/s 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming an integral part of Directors Report are given in the Annexure 1 attached herewith.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of Companies Act., 1956, your Directors confirm that:-

a. the annual accounts have been prepared in accordance with applicable accounting standards and no material departures have been made from the same;

b. the accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to provide a true and fair view of the state of affairs of the company as at March 31, 2009 and of the profit of the company for the financial year ended March 31, 2009.

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

d. the annual accounts are prepared on a going concern basis.

8. DIRECTORS

Mr. Divyaroop Bhatnagar, Managing Director of the company has tendered his resignation on April 30, 2009 and the Board of Director has accepted his resignation. During his tenure as Managing Director, he has greatly contributed to the performance of the Company by his vast knowledge and experience.

As per the Articles of Association of the Company, Mr. Kushagra Bajaj & Mr. Sumit Malhotra, retires by rotation and being eligible, offers themselves for re- appointment, which your Directors consider to be in the interest of the Company and therefore recommend it for your approval.

9. SECRETARIAL COMPLIANCE CERTIFICATE

Copy of Certificate of Compliance dated August 12, 2009 from Chandan Bala Jain, Mumbai, Whole Time Practicing Company Secretary is attached herewith in pursuant with the provisions of Section 383 A (1) of Companies Act. 1956.

10. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Roshan F Hinger,Vice Chairman, Mr. P.L. Dadheech and Mr. D.G. Samdani, both being Non-Executive Directors of the Company.

On April 30,2009, Mr. Divyaroop Bhatnagar has tendered his resignation from the post of Managing Director and in his place Mr. Roshan F Hinger, Vice Chairman of the company was appointed as a member of audit committee.

11. AUDITORS

M/s R. S. Dani & Company, Chartered Accountants, Ajmer, retire on the forthcoming Annual General Meeting and are eligible for re-appointment.

The appointment if made would be according to Section 224 (1B) and any other applicable provisions, if any, of the Companies Act, 1956.

12. INDUSTRIAL RELATIONS :

During the period under review, the relation between the employees and management continued to remain cordial and the Directors express their warm appreciation of the sincere co-operation received from all the executives, staff, and workers of the company.

13. ACKNOWLEDGMENT

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the State & Central Government Authorities, Bankers, Vendors, Business Associates, members and other associated with the activities of the Company during the year under review.

For and on behalf of the Board of Directors

Sd/- Place : Mumbai KUSHAGRA N BAJAJ

Date : 12th Aug 2009 CHAIRMAN

 
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