Mar 31, 2022
The Board of Directors is pleased to present the Sixteenth Annual Report of Bajaj Consumer Care Limited (âBCCL" or âthe Company") for the financial year ended March 31, 2022.
In compliance with the applicable provisions of Companies Act, 2013, (âthe Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations"), this report covers the financial results and other developments during the financial year from April 1, 2021 to March 31, 2022.
Financial Performance
The summarised financial results of the Company for the Financial Year ended March 31, 2022 are presented below:
('' in lakh) |
||
Particulars |
1 Financial year ended J March 31,2022 |
Financial year ended March 31,2021 |
Total revenue |
91,693.71 |
94,915.38 |
Profit before interest, depreciation and tax |
21,710.72 |
27,803.69 |
Finance cost |
98.34 |
131.96 |
Depreciation |
463.39 |
580.21 |
Profit before tax |
21,148.99 |
27,091.52 |
Provision for taxation - Income Tax |
3,695.15 |
4,734.57 |
Profit after tax |
17,453.84 |
22,356.95 |
Other comprehensive income |
37.72 |
41.62 |
Total comprehensive income |
17,491.56 |
22,398.57 |
Balance brought forward from previous year |
40,384.58 |
29,789.22 |
Retained earnings available for appropriation |
57,876.14 |
52,187.79 |
Appropriations - |
||
- Dividend /Interim dividend |
1 1,803.21 |
1 1,803.21 |
- Balance carried to balance sheet |
46,072.93 |
40,384.58 |
During the period under review, the Company recorded total revenue of '' 91,693.71 lakh as compared to '' 94,915.38 lakh in the previous year. Profit before tax was '' 21,148.99 lakh as against '' 27,091.52 lakh of the previous year. The Profit after tax stood at '' 17,453.84 lakh as compared to the profit after tax of '' 22,356.95 lakh in the previous year. The operations and financial results of the Company are elaborated in the Management Discussion and Analysis Report.
There are no material changes & commitments which affects the financial position of the Company between the end of financial year 2021-22 and the date of this report. Further there is no change in the nature of business of the Company.
Transfer to Reserves
Your directors do not propose to transfer any amount to Reserves.
Deposits from Public
The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2022.
Dividend
Your Company''s dividend distribution philosophy aims at sharing its profits with its shareholders through a formal disbursement of profits. In accordance with Regulation 43A of the SEBI Listing Regulations, the Company has adopted the Dividend Distribution Policy, which is made available on the Company''s website and can be accessed using the link https:// bajajconsumercare.com/policies.aspx.
Based on the principles detailed in the above Policy the Board of Directors, in its meeting held on February 2, 2022, had declared an interim dividend of '' 4/- per share of the face value of '' 1/-each fully paid up (being 400%).
Further, your directors are pleased to recommend a final Dividend of '' 4/- per equity share of face value of '' 1/- each for the year ended March 31, 2022. The Dividend, subject to the approval of Members at the Annual General Meeting on Monday, August 1, 2022, will be paid within the time period stipulated under The Companies Act, 2013 (subject to deduction of Tax at source).
The aggregate dividend for the FY 2021-22 will amount to '' 8/-per share of '' 1/- each fully paid up (being 800%) as against '' 10/- per share of '' 1/- each fully paid up (being 1000%) declared previous year
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, '' 1,04,719/- of unpaid/ unclaimed dividends were transferred during the year to the Investor Education and Protection Fund.
The paid-up Equity Share Capital of the Company as on March 31, 2022 was '' 14,75,40,159/- divided into 14,75,40,159 equity shares of '' 1/- each. There was no change in Share Capital during the year
Employee Restricted Stock Unit Plan 2018
The shareholders at the Annual General Meeting held on July 23, 2018, had approved an ''Employee Restricted Stock Unit Plan 2018'' (âRSU 2018") authorising grant of not exceeding 7,37,500 options to the eligible employees, in one or more tranches, with each such option conferring a right to apply for one share in the Company in accordance with the terms and conditions under the plan.
Additional details of the plan as required under Securities & Exchange Board of India (Share Based Employee Benefits) Regulations 2014 are annexed as Annexure-1 and forms part of this report and also uploaded on the website of the Company at https://www.bajajconsumercare.com.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements, forming a part of this Annual Report.
Subsidiaries and Associate Companies
During the year under review, no company became/ ceased to be a subsidiary/ associate/ joint venture of the Company. As on March 31, 2022, the Company had the following unlisted subsidiaries namely:
⢠Uptown Properties and Leasing Private Limited
⢠Bajaj Bangladesh Limited (wholly-owned subsidiary)
⢠Bajaj Corp International(FZE) (wholly-owned subsidiary)
Out of above, Uptown Properties and Leasing Private Limited is a ''Material Subsidiary'' as defined in the SEBI Listing Regulations. The details of the policy for determining ''Material Subsidiary'' is available on the website of the Company at https://bajajconsumercare.com/policies.aspx
Pursuant to the provisions of Section 129 of the Companies Act, 2013 and Rules made thereunder and the Companies (Accounts) Rules, 2014, the Company has attached a separate statement containing the salient features of the Financial Statements of its subsidiary companies along with the Financial Statements.
Subsidiaries Operations
Uptown Properties and Leasing Private Limited
During the Financial Year ended March 31,2022, the net Loss of Uptown was '' 22.15 lakh as against net loss of '' 33.79 lakh of the previous Financial Year. The Company is into the business of construction and leasing of commercial space.
Bajaj Bangladesh Limited
The Company did not have revenues during the FY 2021 -22 and the previous financial year. Net loss for the current FY 2021-22 was recorded at '' 4.21 lakh as against net loss of '' 1.29 lakh of the previous financial year.
Bajaj Corp International (FZE)
During the financial year ended March 31, 2022, the Company achieved total revenue of '' 527.61 lakh as compared to '' 1,283.34 lakh of the previous financial year. Net loss for the current FY 2021-22 was '' 440.50 lakh as against '' 15.09 lakh of the previous financial year
Consolidated Financial Statements
Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements 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 16th Annual General Meeting (AGM) of the Company.
The Consolidated Financial Statements of the Company have also been prepared in accordance with relevant Accounting Standards issued by Ministry of Corporate Affairs forming part of this Annual Report. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries are available on Company''s website at https://www. bajajconsumercare.com. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 16th AGM.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.
Corporate Social Responsibility (CSR) Initiatives
In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy which is available on Company''s website at https:// bajajconsumercare.com/policies.aspx
During the year under review, in compliance with 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 spent '' 528.75 lakh on permitted CSR activities through Kamalnayan Jamnalal Bajaj Foundation (the implementing agency engaged in activities specified in Schedule VII of the Companies Act, 2013). The salient features of the CSR policy along with the Report on CSR activities are given in Annexure-2 to this Directors'' Report.
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.
A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently.
However, the Company is well aware of the above risks and as part of business strategy has put in a 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 minimise 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 at https:// bajajconsumercare.com/policies.aspx
In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threatens the existence of the Company.
Vigil Mechanism/Whistle-Blower Policy
The Company has adopted a ''Whistle-Blower Policy'' for Directors, employees and business partners to report genuine concerns and to provide adequate safeguards against victimisation of persons who may use such mechanism.
The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report forming a part of this Annual Report. The said policy is hosted on Company''s website at https://bajajconsumercare.com/ policies.aspx
The Board on the recommendation of the Nomination, Remuneration & Corporate Governance Committee, framed a policy for Nomination, Remuneration and Evaluation of Directors, Senior Management and to develop & recommend to the Board a set of Corporate Governance Guidelines. The policy of the Company including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations is available on the Company''s website at https://bajajconsumercare.com/policies. aspx.
The salient features of the policy are as below:-
⢠To identify individuals qualified to be Board Members and in Senior Management, consistent with criteria approved
by the Board and to periodically examine the structure, composition, functioning and performance of the Board, its Committees & Senior Management and recommend changes, as necessary;
⢠To recommend new Board Members in light of resignation of current Members or a planned expansion of the Board;
⢠To recommend to the Board of Directors to serve on each of the Board Committee;
⢠To formulate the criteria for evaluation of Independent Directors and the Board;
⢠To formulate the criteria for determining the qualifications, positive attributes and independence of a Director;
⢠To recommend to the Board remuneration policy for Directors, Key Managerial personnel and other employees;
⢠To develop and recommend to the Board a set of Corporate Governance Guidelines;
⢠To oversee the evaluation of the Board, Committees of the Board and the management;
⢠To assess the Company''s policies and processes in key areas of Corporate Governance, other than those explicitly assigned to other Board Committees, with a view to ensuring the Company is at the forefront of good corporate governance;
⢠Review key corporate governance processes not specifically assigned to other committees, and recommend changes needed to ensure that the Company is at best practice;
⢠Examine the impact of significant regulatory and statutory changes applicable to the governance practices of the Company and to recommend measures to implement the same;
⢠To regularly examine ways to strengthen the Company''s organisational health, by improving the hiring, retention, motivation, development, deployment and behaviour of management and other employees.
In this context, the Committee also reviews the framework and processes for motivating and rewarding performance at all levels of the organisation, reviews the resulting compensation awards and makes appropriate proposals for Board approval. In particular, it recommends all forms of compensation to be granted to Directors, Key Managerial Personnel, Senior Management and other employees of the Company.
As per the provisions of Section 152 of the Companies Act, 2013, not less than two-third of the total number of directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. At the ensuing Annual General Meeting (AGM), Mr. Jaideep Nandi (DIN: 06938480), Director, retires by rotation and being eligible, offers himself for re-appointment.
A detailed profile of Mr. Jaideep Nandi along with additional information required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.
Number of Meetings of the Board
The Board met four times during the Financial Year 2021-22 viz. April 19, 2021, August 5, 2021, November 1, 2021and February 2, 2022. The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the SEBI Listing Regulations, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.
Annual evaluation by the Board
Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors. The Chairman''s performance evaluation was carried out by Independent Directors at a separate meeting.
The Nomination, Remuneration & Corporate Governance Committee have defined the evaluation criteria for the Board, its Committees and Directors. The evaluation exercise is carried out through a structured questionnaire circulated to the Directors covering various aspects of evaluation of the Board, Committee and individual Directors.
The Board''s functioning was evaluated on various aspects, including inter alia, degree of fulfilment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active participation by all Board Members.
Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The performance evaluations of the Independent Directors were carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole.
In addition, Independent Directors were evaluated based on parameters such as qualification, experience, knowledge and competency, fulfilment of functions, ability to function as a team, initiative, commitment independence, independent views and judgement, availability attendance and participation in the discussion at the Meetings, adherence to the Code of Ethics (Code of Conduct) of the Company as well as the Code for Independent Directors as applicable, understanding the environment in which the Company operates and contribution to strategic decision and raising valid concerns to the Board, interpersonal relations with other Directors and management,
objective evaluation of Board''s performance, rendering independent unbiased opinion, safeguarding of confidential information and maintaining integrity.
Details of the policy on evaluation of Board''s performance is available on the Company''s website at https:// bajajconsumercare.com/policies.aspx
Familiarisation Programme for Independent Directors
Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a programme for familiarising the Independent Directors, 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 at https:// bajajconsumercare.com.
A. Audit Committee
The Audit Committee comprises of following Independent Directors:
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Aditya Vikram Ramesh Somani
3. Mr. Dilip Cherian
4. Ms. Lilian Jessie Paul
B. Nomination, Remuneration & Corporate Governance Committee
The Nomination, Remuneration & Corporate Governance Committee comprises of following Independent Directors:
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Aditya Vikram Ramesh Somani
3. Mr. Dilip Cherian
C. Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of following Directors:
1. Mr. Dilip Cherian, Chairman of the Committee
2. Mr. Kushagra Nayan Bajaj
3. Mr. Jaideep Nandi
4. Mr. Sumit Malhotra
D. Corporate Social Responsibility (CSR) Committee
The CSR Committee comprises of following Directors:
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Dilip Cherian
3. Mr. Jaideep Nandi
4. Mr. Sumit Malhotra
E. Risk Management Committee
The Risk Management Committee comprises of the following members from board and senior management:
1. Mr. Aditya Vikram Ramesh Somani, Chairman of the Committee
2. Ms. Lilian Jessie Paul
3. Mr Jaideep Nandi
4. Mr. Sumit Malhotra
5. Mr Pankaj Nigam
Directors and Key Managerial Personnel (KMP)
There was no change in the composition of Board of Directors during the year under review. The board comprises of the following Directors as on March 31, 2022:
Mr. Kushagra Bajaj, Chairman
Mr. Jaideep Nandi, Managing Director
Mr. Sumit Malhotra, Non-Executive, Non-Independent
Mr. Aditya Vikram Ramesh Somani, Non-Executive, Independent
Mr. Dilip Cherian, Non-Executive, Independent
Mr. Gaurav Dalmia, Non-Executive, Independent
Ms. Lilian Jessie Paul, Non-Executive, Independent
During the year under review, Mr. Chandresh resigned as Company Secretary and Compliance Officer effective August 31, 2021. The Board places on record its appreciation for the valuable services rendered by Mr. Chhaya during his tenure as a Company Secretary and Compliance Officer of the Company.
Mr. Vivek Mishra has been appointed as Company Secretary and Compliance Officer of the Company effective September 1, 2021.
In terms of the provisions of Section 203 of the Companies Act, 2013, following are the KMPs of the Company:
Mr. Jaideep Nandi, Managing Director
Mr. D. K. Maloo, Chief Financial Officer
Mr. Vivek Mishra, Head-Legal & Company Secretary
Declaration by Independent Directors
The Independent Directors of the Company have submitted declaration of Independence confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations.
All the Independent Directors of the Company have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the management. Further it is also confirmed that they have complied with the provisions regarding Independent Directors'' registration with the databank maintained by The Indian Institute of Corporate
Affairs (''IICA'') and online proficiency self-assessment test conducted by the IICA unless exempted.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.
Directorsâ 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, 2022, 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 the Notes to the Financial Statements have been selected and applied consistently and judgement 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, 2022 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.
Utilisation of net proceeds from the Initial Public Offer (âIssueâ)
Pursuant to the approval of the Members obtained at the 7th AGM of the Company held on August 2, 2013, the objects of the issue as disclosed in the Prospectus dated August 9, 2010 issued by the Company for its Initial Public Offer were varied. In terms of variation, the Company had proposed to utilise the balance unutilised amount of '' 278.04 crore as on March 31, 2013 towards area as specified in the notice of the aforesaid Meeting.
The Company has utilised the entire amount during the year under review.
The Board of Directors has adopted a policy on Related Party Transactions. The said Policy is available on Company''s website at https://bajajconsumercare.com/policies.aspx.
specified and they meet the criteria for appointment as stated under Section 141 of the Companies Act, 2013 and they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the and SEBI Listing Regulations.
The Company has also received a certificate from M/s. Chopra Vimal & Co., Chartered Accountants, certifying in terms of provisions of Section 139(2) of the Companies Act 2013, read with Rule 6(3)(ii) of the Companies (Audit and Auditors) Rules, 2014, that they do not have association with M/s. Sidharth N Jain & Co., Chartered Accountants.
(b) the Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company has appointed Mr. Hitesh J Gupta, Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer and is annexed herewith as Annexure-3 to this Directors'' Report.
Cost Audit
The Ministry of Corporate Affairs vide Notification dated December 31, 2014, made amendment in the Companies (Cost Records and Audit) Rules, 2014, through Companies (Cost Records and Audit) Amendment Rules, 2014. As per the Amendment Rules, the Company is exempted from the requirement of Cost Audit.
Reporting of Frauds
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and Rules made thereunder.
Corporate Governance Report and Certificate
In compliance with Regulation 34 read with Schedule V(C) of SEBI Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V(E) of SEBI Listing Regulations received from the Statutory Auditors of the Company forms part of this Annual Report.
Compliance of Corporate Governance Standards of New York Stock Exchange (NYSE)
The Company to achieve greater transparency and to comply with internationally prevalent norms of Corporate Governance, has voluntarily adopted Corporate Governance Standards codified in Section 303A of New York Stock Exchange (NYSE) Listed Company Manual. The details of the same and the steps taken by the Company are explained in the Corporate Governance Report.
In terms of first proviso to Section 136(1) of the Companies Act, 2013, the Directors Report is being sent excluding the information on employees'' particulars mentioned in Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 16th AGM. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.
The Managing Director of the Company does not receive any remuneration and/or commission from the Company''s holding and/or subsidiary companies.
Listing Agreement
In compliance with SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015, the Company has executed a Uniform Listing Agreement with BSE Limited and National Stock Exchange of India Limited, where Equity Shares of the Company are listed. Company has paid annual listing fees to both the Stock Exchanges.
Prohibition of Insider Trading
In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ''Code of Conduct for Regulating, Monitoring and Reporting of Trading by insiders'' and ''Code of Fair Disclosure'' of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organisation. The said codes are available on Company''s website at https://bajajconsumercare.com/policies.aspx
The ''Trading Window'' is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.
General Disclosure
During the year under review:
a) the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of Companies Act, 2013 and Rules made thereunder.
b) the Company has not made any provisions of money or has not provided any loan to its employees for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder
The objective of the Policy is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties. All contracts or arrangements with related parties entered into or modified during the Financial Year were at arm''s length basis and in the ordinary course of the Company''s business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee, except transactions which qualify under omnibus approval as permitted under the law. No material contracts or arrangements with related parties were entered into during the year under review. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
Further, the Company has not entered into any transaction of a material nature with the Promoters, subsidiaries of Promoters, Directors, Key Managerial Personnel or their relatives etc. that may have potential conflict with the interests of the Company.
Transactions with Related Parties are disclosed in the notes to accounts annexed to the financial statements.
The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.
Auditors(a) Statutory Auditors
In terms of provisions of Section 139 of the of the Companies Act, 2013 and Companies (Audit and Auditors) Rules 2014, the term of the existing Statutory Auditors M/s. Sidharth N Jain & Co., Chartered Accountants (Firm Registration No. 018311C), is up to the date of the forthcoming AGM. In order to comply with the provisions of Section 139 of the of the Companies Act, 2013 and Rules made thereunder, Board of Directors of the Company on the recommendation of the Audit Committee, subject to the approval of the Members of the Company at the forthcoming AGM, appointed M/s. Chopra Vimal & Co, Chartered Accountants (Firm Registration No. 06456C), as Statutory Auditors of the Company to hold office for a term of 5 (five) years from the conclusion of forthcoming AGM up to the conclusion of the 21st (twenty first) AGM of the Company.
As required under Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. Chopra Vimal & Co., Chartered Accountants, have confirmed and issued a certificate that their appointment, if made as aforesaid, will be in accordance with the limits
Compliance of Secretarial Standards of ICSI
In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government.
Business Responsibility Report
In compliance with Regulation 34 of SEBI Listing Regulations, the Business Responsibility Report detailing the various initiatives taken by the Company on environmental, social and governance front is forming a part of this Annual Report. The Board of Directors has adopted a Business Responsibility Policy which is available on Company''s website at https:// bajajconsumercare.com/policies.aspx.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-4 to this Directors'' Report.
The Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www. bajajconsumercare.com/general-meetings-postal-_ballots.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a policy for prevention of sexual harassment at the workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints committee has been set up to redress complaints, if any received regarding sexual harassment at workplace.
The following is the summary of sexual harassment complaints received and disposed off during the year under review.
1. Number of Complaints received: Nil
2. Number of Complaints disposed off: Nil
Disclosures pertaining to remuneration and other details as required in terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-5 to this Directors'' Report.
c) the Company has not accepted any deposit from the public, pursuant to the Chapter V of the Companies Act, 2013 and Rules made thereunder.
d) the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Companies Act, 2013 and Rules made thereunder.
e) t here are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
f) there are no significant material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.
g) there was no occasion where the Board has not accepted any recommendation of the Audit Committee.
h) no application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.
Industrial Relations
Industrial relations have been cordial at all the manufacturing
units of the Company.
Cautionary Statement
Statements in the Director''s report and the Management
Discussion and Analysis Report describing the Company''s
objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.
Your Directors express their appreciation for the sincere cooperation 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
Kushagra Nayan Bajaj
Chairman (DIN: 00017575)
Place: Mumbai Dated: May 6, 2022
Mar 31, 2019
Directors'' Report
The Directors have pleasure in presenting their 13th Annual Report and the Audited Statement of Accounts for the Financial Year ended March 31, 2019.
Financial Performance
The summarized financial results of the Company for the Financial Year ended March 31, 2019 are presented below:
(Rs, in lacs)
Particulars |
Financial Year ended March 31, 2019 |
Financial Year ended March 31, 2018 |
Total revenue |
92,689.04 |
85,555.98 |
Profit before interest, depreciation and tax |
29,594.62 |
28,299.54 |
Finance cost |
109.80 |
116.01 |
Depreciation |
658.72 |
685.20 |
Profit before tax |
28,826.10 |
27,498.33 |
Provision for taxation - Income Tax |
6,212.82 |
5,871.38 |
Profit after tax |
22,613.28 |
21,626.95 |
Other Comprehensive Income |
(30.46) |
34.84 |
Total Comprehensive Income |
22,582.82 |
21,661.79 |
Balance brought forward from previous year |
13,024.40 |
12,665.91 |
Disposable surplus after adjustments Appropriations- |
35,607.22 |
34,327.70 |
- Interim dividend |
20,650.00 |
17,700.00 |
- Corporate dividend tax |
4,244.67 |
3,603.30 |
- Transfer to General Reserve |
- |
- |
- Balance carried to balance sheet |
10,712.55 |
13,024.40 |
The Company achieved total revenue of Rs, 92,689.04 lacs as compared to Rs, 85,555.98 lacs in the previous year thereby registering a growth of approximately 8.34% over previous year. Profit before tax was Rs, 28,826.10 lacs as against Rs, 27,498.33 lacs of the previous year. The Profit after tax stood at Rs, 22,613.28 lacs as compared to the profit of Rs, 21,626.95 lacs in the previous year. The operations and financial results of the Company are elaborated in the Management Discussion and Analysis Report.
There have been no material changes & commitments which affects the financial positions of the Company which have occurred between the end of financial year and the date of this report.
Dividend
The Board of Directors of the Company after considering dividend distribution policy had declared and paid an Interim Dividend of 1400% (i.e. Rs,14.00 per share on 14,75,00,000 Equity Shares of the Face Value of Rs, 1/- each) for the Financial Year ended March 31, 2019. Total outgo on the Interim Dividend was Rs, 24,894.67 lacs (including Dividend Tax of Rs, 4,244.67 lacs) as against Rs, 21,303.30 lacs (including Dividend Tax of Rs, 3,603.30 lacs) in the previous year. The above outgo constitutes a payout ratio of 110.24 % of total comprehensive income as against 98.35 % in the previous year. The Board 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, 2019.
The Dividend Distribution Policy is available on the website of the Company at http://www.bajajconsumercare.com/ img/Dividend_Distribution_Policy-291116.pdf and also given in Annexure-1 to this Directors'' Report.
Change of name of the company
During the year, name of the company has been changed to ''Bajaj Consumer Care Limited'' from erstwhile name ''Bajaj Corp Limited''. The new name is more in line with the nature of business and takes into cognizance the core values of becoming more consumer centric. Additionally, this new name gives more rounded identity to the corporate brand. It will greatly benefit in terms of consumer recall and help in living vision of the company.
Share Capital
The paid-up Equity Share Capital of the Company as on March 31, 2019 was Rs, 1,475.00 lacs. There was no change in the Company''s Share Capital during the year under review.
Employee Restricted Stock Unit Plan 2018
The shareholders at the Annual General Meeting held on July 23, 2018, had approved an ''Employee Restricted Stock Unit Plan 2018'' ("RSU 2018") authorizing grant of not exceeding 7,37,500 options to the eligible employees, in one or more tranches, with each such option conferring a right to apply for one share in the Company in accordance with the terms and conditions under the plan. The RSU 2018, aims to reward employees for their performance as well as to attract and retain talent in the organization. The Company views Restricted Stock Units as an instrument that would enable the Employees to get a share in the value, they create for the Company in the years to come.
During the year under review, Nomination, Remuneration & Corporate governance Committee granted total 2,53,596 options under RSU 2018 to eligible employees, which is equivalent to 0.17% of the paid-up capital of the company. These options will vest over the period of four years from the date of grant. Additional details of the plan as required under Securities & Exchange Board of India (Share Based Employee Benefits) Regulations 2014 are annexed as Annexure-2 and forms part of this report and also uploaded on the website of the company at www.bajajconsumercare.com.
The Statutory Auditors of the Company have certified that the ESOP scheme has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations,
2014 and in accordance with the resolution passed by the shareholders at the Annual General Meeting held on July 23, 2018, approving such scheme.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements, forming a part of this Annual Report.
Subsidiaries and Associate Companies
During the year under review, no company became/ ceased to be a subsidiary/associate/joint venture of the Company. As on March 31, 2019, the Company had the following unlisted wholly owned subsidiaries namely:
- Uptown Properties and Leasing Private Limited
- Bajaj Bangladesh Limited
- Bajaj Corp International (FZE)
Out of above, Uptown Properties and Leasing Private Limited became ''Material Subsidiary'' as defined in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations ("Listing Regulations"). The details of the policy for determining ''Material Subsidiary'' is available on the website of the Company at http://www.bajajconsumercare.com/ img/ Policy_on_Material_Subsidiary-291116.pdf.
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 and Rules made thereunder and hence not repeated here for the sake of brevity
Subsidiaries Operations
Uptown Properties and Leasing Private Limited
During the Financial Year ended March 31, 2019, the net profit of Uptown was Rs, 7.34 lacs as against net losses of Rs, 70.76 lacs of the previous Financial Year. There were no business activities during the Financial Year ended March 31, 2019.
Bajaj Bangladesh Limited
During the Financial Year ended March 31, 2019, the Company achieved total revenue of Rs, 25.51 lacs as compared to Rs, 46.24 lacs during the previous Financial Year and net loss was Rs, 42.90 lacs as against 67.99 lacs of the previous Financial Year.
Bajaj Corp International (FZE)
During the Financial Year ended March 31, 2019, the Company achieved total revenue of Rs, 1245.20 lacs as compared to Rs, 363.48 lacs of the previous Financial Year and net loss was Rs, 450.45 lacs as against Rs, 334.58 lacs of the previous Financial Year.
Consolidated Financial Statements
Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements 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 13th Annual General Meeting (AGM) of the Company
The Consolidated Financial Statements of the Company have also been prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India forming part of this Annual Report. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries are available on Company''s website at www.bajajconsumercare.com. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 13th AGM.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.
Corporate Social Responsibility (CSR) Initiatives
In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy which is available on Company''s website at http://www.bajajconsumercare.com/img/ Corporate Social_ Responsibility_Policy-291116.pdf.
During the year under review, in compliance with 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, 543.34 lacs to Kamalnayan Jamnalal Bajaj Foundation (the implementing agency engaged in activities specified in Schedule VII of the Companies Act, 2013). The salient features of the CSR policy along with the Report on CSR activities are given in Annexure-3 to this Directors'' Report.
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.
A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently
However, the Company is well aware of the above risks and as part of business strategy has put in a 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 at http://www. bajajconsumercare. com/img/Risk_Management_Policy-291116.pdf.
In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threaten the existence of the Company.
Vigil Mechanism / Whistle -Blower Policy
The Company has adopted a ''Whistle-Blower Policy'' for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism.
The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report forming a part of this Annual Report. The said policy is hosted on Company''s website at http://bajajconsumercare. com/img/Whistle_Blower_ Policy-291116.pdf
Remuneration Policy
The Board on the recommendation of the Nomination, Remuneration & Corporate Governance Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration and to develop & recommend to the Board a set of Corporate Governance Guidelines. The policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations is available on the Company''s website at http://bajajconsumercare.com/img/Policy- on-Nomination-Remuneration-&-Corporate-Governance. pdf.
The salient features of the policy are as below :-
- To identify individuals qualified to be Board Members and in Senior Management, consistent with criteria approved by the Board and to periodically examine the structure, composition and functioning and performance of the Board, its Committees & Senior Management and recommend changes, as necessary;
- To recommend new Board Members in light of resignation of current Members or a planned expansion of the Board;
- To recommend to the Board of Directors to serve on each of the Board Committee;
- To formulate the criteria for evaluation of Independent Directors and the Board.
- To formulate the criteria for determining the qualifications, positive attributes and independence of a Director.
- To recommend to the Board remuneration policy for Directors, Key Managerial personnel and other employees.
- To develop and recommend to the Board a set of Corporate Governance Guidelines;
- To oversee the evaluation of the Board, Committees of the Board and the management.
- To assess the Company''s policies and processes in key areas of Corporate Governance, other than those explicitly assigned to other Board Committees, with a view to ensuring the Company is at the forefront of good corporate governance;
- Review key corporate governance processes not specifically assigned to other committees, and recommend changes needed to ensure that the company is at best practice;
- Examine the impact of significant regulatory and statutory changes applicable to the governance practices of the Company and to recommend measures to implement the same;
- To regularly examine ways to strengthen the Company''s organizational health, by improving the hiring, retention, motivation, development, deployment and behavior of management and other employees.
In this context, the Committee will also review the framework and processes for motivating and rewarding performance at all levels of the organization, will review the resulting compensation awards and will make appropriate proposals for Board approval. In particular, it will recommend all forms of compensation to be granted to Directors, Key Managerial Personnel, Senior Management and other employees of the Company
Board of Directors
Appointment of Ms Lilian Jessie Paul as an Independent Director of the Company
The Board of Directors of the Company, based on the recommendation of Nomination, Remuneration and Corporate Governance Committee and subject to the approval of shareholders, has appointed Ms. Lilian Jessie Paul (DIN: 02864506) as an Additional Director, designated as an Independent Director, with effect from March 19, 2019. Ms. Paul has given a declaration of independence which was taken on record by the Board as required under the Listing Regulations. Ms. Paul will hold the office till the ensuing Annual General Meeting (AGM) and hence her candidature for approval by shareholders has been included under item No. 4 of the notice of the 13th AGM. A notice has been received from a member proposing Ms. Paul, as a candidate for the office of Director of the Company. A detailed profile of Ms. Paul along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.
Re-appointment of Independent Directors
Pursuant to the provisions of Section 149(10) of the Companies, Act, 2013 the Independent Directors viz. Mr. Aditya Vikram Ramesh Somani, Mr. Gaurav Dalmia and Mr. Dilip Cherian have been re-appointed as Independent Directors for the second term of five (5) years effective April 1, 2019. The detailed performance evaluation of Independent Directors was carried by the Board before recommending their re-appointment to the shareholders.
Resignation of Ms. Vasavdatta Bajaj as a Director
Ms. Vasavdatta Bajaj (DIN: 06976000), Director of the Company stepped down from the Board, effective March 19, 2019 for fulfilling other commitments. The Board places on record its appreciation for the outstanding contribution made by Ms. Bajaj during her tenure as a Director of the Company.
Retirement by Rotation
As per the provisions of Section 152 of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. At the ensuing AGM, Mr. Kushagra Nayan Bajaj (DIN: 00017575), Director, retires by rotation and being eligible, offers himself for re-appointment.
A detailed profile of Mr. Bajaj along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.
Number of Meetings of the Board
The Board met seven times during the Financial Year 2018
19 namely, April 25, 2018; May 29, 2018, July 13, 2018; October 23, 2018, January 09, 2019, January 30, 2019 and March 19, 2019. The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.
Annual evaluation by the Board
Pursuant to the applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for the Board, committees, Chairman and individual Directors. The Chairman''s performance evaluation was carried out by Independent Directors at a separate meeting.
The Nomination, Remuneration and Corporate Governance Committee have defined the evaluation criteria for the Board, its Committees and Directors. The evaluation exercise is carried out through a structured questionnaire circulated to the Directors covering various aspects of evaluation of the Board, Committee and individual directors.
The Board''s functioning was evaluated on various aspects, including inter alia, degree of fulfillment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active participation by all Board Members.
Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The performance evaluations of the Independent Directors were carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole.
In addition, Independent Directors were evaluated based on parameters such as qualification, experience, knowledge and competency, fulfillment of functions, ability to function as a team, initiative, commitment, independence, independent views and judgment, availability, attendance and participation in the discussion at the Meetings, adherence to the Code of Ethics (Code of Conduct) of the Company as well as the Code for Independent Directors as applicable, understanding the environment in which the Company operates and contribution to strategic decision and raising valid concerns to the Board, interpersonal relations with other Directors and management, objective evaluation of Board''s performance, rendering independent unbiased opinion, safeguarding of confidential information and maintaining integrity.
Details of the policy on evaluation of Board''s performance is available on the Company''s website at http:// www.bajajconsumercare.com/img/Board_Performance_ Evaluation_Policy-291116.pdf
Familiarization Programme for Independent Directors
Pursuant to the provisions of Regulation 25 of the Listing Regulations, the Company has formulated a programme for familiarizing the Independent Directors, 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 at http://bajajconsumercare. com/img/Familiarisation_Programme_for_Independent_ Directors-291116.pdf
Board Committees
A. Audit Committee
The Audit Committee comprises of following Independent Directors:
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Aditya Vikram Ramesh Somani
3. Mr. Dilip Cherian
4. Ms. Lilian Jessie Paul (Appointed on March
19, 2019)
During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board.
B. Nomination, Remuneration & Corporate Governance Committee
The Nomination, Remuneration & Corporate Governance Committee comprises of following Independent Directors:
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Aditya Vikram Ramesh Somani
3. Mr. Dilip Cherian
C. Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of following Directors:
1. Mr. Dilip Cherian, Chairman of the Committee
2. Mr. Kushagra Nayan Bajaj
3. Mr. Sumit Malhotra
D. Corporate Social Responsibility (CSR) Committee
The CSR Committee comprises of following Directors:
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Dilip Cherian
3. Mr. Sumit Malhotra
E. Risk Management Committee (Constituted on March 19, 2019)
The Risk Management Committee comprises of the following Members:
1. Mr. Aditya Vikram Ramesh Somani, Chairman of the Committee
2. Mr. Sumit Malhotra
3. Ms. Lilian Jessie Paul
4. Mr. Ankit Chudiwala
5. Mr. Dharmesh Sanghavi
Key Managerial Personnel
During the year under review, Mr. Hitesh Kanani, Company Secretary and Compliance Officer has resigned effective June 19, 2018. The Board places on record its appreciation for the valuable services rendered by Mr. Hitesh Kanani during his tenure as a Company Secretary of the Company.
Mr. Makarand Karnataki has been appointed as Company Secretary and Compliance Officer of the Company with effect from July 13, 2018.
Declaration by Independent Directors
The Independent Directors of the Company have submitted declaration of Independence confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and Listing Regulations.
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, 2019, 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 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, 2019 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.
Utilization of net proceeds from the Initial Public Offer ("Issue")
Pursuant to the approval of the Members obtained at the 7th AGM of the Company held on August 2, 2013, the objects of the issue as disclosed in the Prospectus dated August 9, 2010 issued by the Company for its Initial Public Offer were varied. In terms of variation, the Company has proposed to utilize the balance unutilized amount of Rs, 254.72 crore as on March 31, 2013 towards area as specified in the notice of the aforesaid Meeting.
The Company has utilized Rs, 153.89 crore upto March 31, 2019 out of the balance unutilized amount of Rs, 254.72 crore as mentioned above towards the area as specified in the notice of the aforesaid Meeting.
The Company continues with its efforts for development of new products in the personal care segment. The Company has also been actively pursuing opportunities of inorganic growth in the FMCG sector by identifying brands/ products portfolio/companies in personal care segments.
Related Party Transactions
The Board of Directors has adopted a policy on Related Party Transactions. The said Policy is available on
Company''s website at http://bajajconsumercare.com/img/ Related_ Party_Transaction_Policy-291116.pdf.
The objective of the Policy is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties. All contracts or arrangements with related parties entered into or modified during the Financial Year were at arm''s length basis and in the ordinary course of the Company''s business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee, except transactions which qualify under omnibus approval as permitted under the law. No material contracts or arrangements with related parties were entered into during the year under review. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
Further, the Company has not entered into any transaction of a material nature with the Promoters, subsidiaries of Promoters, Directors, Key Managerial Personnel or their relatives etc. that may have potential conflict with the interests of the Company
Transactions with Related Parties are disclosed in the notes to accounts annexed to the financial statements.
Internal Financial Controls
The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.
Auditors
(a) Statutory Auditors
Members of the Company at the 11th AGM held on July 18, 2017, approved appointment of M/s. Sidharth N Jain & Co., Chartered Accountants (Firm Registration No. 018311C) as the Statutory Auditors of the Company for a term of 5 years to hold the office from the conclusion of 11th AGM till the conclusion of 16th AGM of the Company.
M/s. Sidharth N Jain & Co., have confirmed that they are within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.
As required under Regulation 33(1 )(d) of Listing Regulations, M/s. Sidharth N Jain & Co., have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or qualifications and the observations and comments given in the report of the Statutory 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.
During the year under review, the auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 and therefore, no details are required to be disclosed under Section 134(3)(c)(a) of the Companies Act, 2013.
(b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company has appointed M/s. A. K. Jain & Co., Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer and is annexed herewith as Annexure-4 to this Directors'' Report.
Cost Audit
The Ministry of Corporate Affairs vide Notification dated December 31, 2014, made amendment in the Companies (Cost Records and Audit) Rules, 2014, through Companies (Cost Records and Audit) Amendment Rules, 2014. As per the Amendment Rules, the Company is exempted from the requirement to conduct Cost Audit.
Reporting of Frauds
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and Rules made thereunder.
Corporate Governance Report and Certificate
In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V(E) of Listing Regulations received from the Statutory Auditors of the Company, forms part of this Annual Report.
Compliance of Corporate Governance Standards of New York Stock Exchange (NYSE)
The Company, in order to achieve greater transparency and to comply with internationally prevalent norms of Corporate Governance, has voluntarily adopted Corporate Governance Standards codified in Section 303A of New York Stock Exchange (NYSE) Listed Company Manual. The details of the same and the steps taken by the Company are explained in the Corporate Governance Report.
Compliance of Secretarial Standards of ICSI
In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors.
Business Responsibility Report
In compliance with Regulation 34 of Listing Regulations, the Business Responsibility Report detailing the various initiatives taken by the Company on environmental, social and governance front is forming a part of this Annual Report. The Board of Directors has adopted a Business Responsibility Policy which is available on Company''s website at http://bajajconsumercare.com/ img/ Business_ Responsibility_Policy.pdf
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-5 to this Directors'' Report.
Extract of Annual Return
The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, is annexed as Annexure-6 which forms an integral part of this report and is also available on the website of the company at www.bajajconsumercare.com.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a policy for prevention of sexual harassment at the work place in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints 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 company has complied with the provisions relating to the constitution of Internal Complaints Committee under the above Act.
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
Particulars of Employees
Disclosure required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors'' Report.
The Managing Director of the Company does not receive any remuneration and/or commission from the Company''s holding and/or subsidiary companies.
In terms of Section 136 of the Companies Act, 2013, the Directors Report is being sent excluding the information on employees'' particulars mentioned in Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 13th AGM. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.
Listing Agreement
In compliance with SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015, the Company has executed a Uniform Listing Agreement with BSE Limited and National Stock Exchange of India Limited, where Equity Shares of the Company are listed. Company has paid annual listing fees to both the Stock Exchanges.
Prohibition of Insider Trading
In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ''Code of Conduct for Regulating, Monitoring and Reporting of Trading by insiders'' and ''Code of Fair Disclosure'' of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organization. The said codes are available on Company''s website at http:// bajajconsumercare.com/img/Code-Of-Conduct For-Regulating- Monitoring-And-Reporting-of_Trading-By-Insiders.pdf
The ''Trading Window'' is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.
General Disclosure
During the year under review:
a) the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of Companies Act, 2013 and Rules made thereunder
b) the Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.
c) the Company has not accepted any deposit from the public, pursuant to the Chapter V of Companies Act, 2013 and Rules made thereunder.
d) the Company has not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder
e) 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.
f) there are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.
Industrial Relations
Industrial relations have been cordial at all the manufacturing units of the Company.
Cautionary Statement
Statements in the Director''s report and the Management Discussion and Analysis Report describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.
Acknowledgements
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
Kushagra Nayan Bajaj
Chairman
(DIN:00017575)
Place : Mumbai
Dated : April 9, 2019
Mar 31, 2018
Directors'' Report
The Directors have pleasure in presenting their 12th Annual Report and the Audited Statement of Accounts for the Financial Year ended March 31, 2018.
Financial Performance
The summarized financial results of the Company for the Financial Year ended March 31, 2018 are presented below:
(Rs, in lacs)
Particulars |
Financial Year ended March 31, 2018 |
Financial Year ended March 31, 2017 |
Sales and other income |
85,555.98 |
83,188.80 |
Profit before interest, depreciation and tax |
28,299.54 |
30,495.49 |
Finance cost |
116.01 |
93.22 |
Depreciation |
685.20 |
476.46 |
Profit before exceptional items & tax |
27,498.33 |
29,925.81 |
Exceptional items (Brand Amortisation) |
- |
1,838.35 |
Profit before tax |
27,498.33 |
28,087.46 |
Provision for taxation - Income Tax |
5,871.38 |
5,998.67 |
- Deferred Tax |
- |
(6.97) |
Profit after tax |
21,626.95 |
22,095.76 |
Other Comprehensive Income |
34.84 |
(84.60) |
Total Comprehensive Income |
21,661.79 |
22,011.16 |
Balance brought forward from previous year |
12,665.91 |
11,070.42 |
Disposable surplus after adjustments |
34,327.70 |
33,081.58 |
Appropriations- |
||
- Interim dividend |
17,700.00 |
16,962.50 |
- Corporate dividend tax |
3,603.30 |
3,453.17 |
- Transfer to General Reserve |
- |
- |
- Balance carried to balance sheet |
13,024.40 |
12,665.91 |
The Company achieved total revenue of Rs, 85,555.98 lacs as compared to Rs, 83,188.80 lacs in the previous year thereby registering a growth of approximately 2.85% over previous year. Profit before tax and exceptional items were Rs, 27,498.33 lacs as against Rs, 29,925.81 lacs of the previous year. The Profit after tax stood at Rs, 21,626.95 lacs as compared to the profit of Rs, 22,095.76 lacs in the previous year. The operations and financial results of the Company are elaborated in the Management Discussion and Analysis Report.
Registered Office
The details of the present address of the Registered Office of the Company are as follows:
Bajaj Corp Limited Old Station Road,
Sevashram Chouraha,
Udaipur 313 001, Rajasthan
Dividend
The Board of Directors of the Company had declared and paid an Interim Dividend of 1200% (i.e. Rs, 12.00 per share on 14,75,00,000 Equity Shares of the Face Value of Rs, 1/- each) for the Financial Year ended March 31, 2018. Total outgo on the Interim Dividend was Rs, 21,303.30 lacs (including Dividend Tax of Rs, 3,603.30 lacs) as against Rs, 20,415.67 lacs (including Dividend Tax of Rs, 3,453.17 lacs) in the previous year. The above outgo constitutes a payout ratio of 98.35 % of total comprehensive income as against 92.75% in the previous year. The Board 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, 2018.
In compliance with SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the Company has formulated Dividend Distribution Policy which is available on the website of the Company at http://www.bajajcorp.com/img/Dividend_Distribution_ Policy-291116.pdf and also given in Annexure-1 to this Directors'' Report.
Share Capital
The paid up Equity Share Capital of the Company as on March 31, 2018 was Rs, 1,475.00 lacs. There was no change in the Company''s Share Capital during the year under review.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements, forming a part of this Annual Report.
Subsidiaries and Associate Companies
During the year under review, no company became/ ceased to be a subsidiary/associate/joint venture of the Company. As on March 31, 2018, the Company had the following unlisted wholly owned subsidiaries namely:
- Uptown Properties and Leasing Private Limited
- Bajaj Bangladesh Limited
- Bajaj Corp International (FZE)
None of the above subsidiaries are ''Material Subsidiary'' as defined in the Listing Regulations. The details of the policy for determining ''Material Subsidiary'' is available on the website of the Company at http://www.bajajcorp.com/ img/Policy_on_Material_Subsidiary-291116.pdf
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 and Rules made there under and hence not repeated here for the sake of brevity.
Subsidiaries Operations
Uptown Properties and Leasing Private Limited
During the Financial Year ended March 31, 2018, the net losses of Uptown were Rs, 70.76 lacs as against net losses of Rs, 82.94 lacs of the previous Financial Year. There were no business activities during the Financial Year ended March 31, 2018.
Bajaj Bangladesh Limited
Bajaj Bangladesh Limited is carrying on its manufacturing activity through Ethical Toiletries Limited (third party manufacturer) in Bangladesh. During the Financial Year ended March 31, 2018, the Company achieved total revenue of Rs, 46.24 lacs as compared to Rs, 187.87 lacs during the previous Financial Year and net loss was Rs, 67.99 lacs as against Rs, 9.82 lacs of the previous Financial Year.
Bajaj Corp International (FZE)
During the Financial Year ended March 31, 2018, the Company achieved total revenue of Rs, 363.48 lacs as compared to Rs, 1,558.96 lacs of the previous Financial Year and net loss was Rs, 334.58 lacs as against Rs, 183.31 lacs of the previous Financial Year.
Consolidated Financial Statements
Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements 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 12th Annual General Meeting (AGM) of the Company.
The Consolidated Financial Statements of the Company have also been prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India forming a part of this Annual Report. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries are available on Company''s website at www. bajajcorp.com. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 12th AGM.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report is presented in a separate section forming a part of this Annual Report.
Corporate Social Responsibility (CSR) Initiatives
In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy which is available on Company''s website at http://www.bajajcorp.com/img/Corporate_ Social_ Responsibility_Policy-291116.pdf
During the year under review, in compliance with 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, 502.40 lacs to Kamalnayan Jamnalal Bajaj Foundation (the implementing agency engaged in activities specified in Schedule VII of the Companies Act, 2013). Additional disclosures along with the Report on CSR activities are given in Annexure-2 to this Directors'' Report.
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.
A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently.
However, the Company is well aware of the above risks and as part of business strategy has put in a 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 at http://www. bajajcorp.com/img/Risk_Management_Policy-291116.pdf
In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threaten the existence of the Company.
Vigil Mechanism / Whistle -Blower Policy
The Company has adopted a ''Whistle-Blower Policy'' for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism.
The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report forming a part of this Annual Report. The said policy is hosted on Company''s website at http://bajajcorp. com/img/Whistle_Blower_Policy-291116.pdf
Remuneration Policy
The Board on the recommendation of the Nomination, Remuneration & Corporate Governance Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration and to develop & recommend to the Board a set of Corporate Governance Guidelines. The policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations is available on the Company''s website at http://bajajcorp. com/i mg/Pol icy-on-Nomination-Remuneration-&-Corporate-Governance. pdf and also given in Annexure-3 to this Directors'' Report.
Board of Directors
Composition
There is no change in the composition of the Board during the year under review.
Retirement by Rotation
As per the provisions of Section 152 of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. At the ensuing AGM, Mrs. Vasavadatta Bajaj (DIN:06976000), Director, retires by rotation and being eligible, offers herself for reappointment.
A detailed profile of Mrs. Vasavadatta Bajaj along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.
Number of Meetings of the Board
The Board met four times during the Financial Year 2017-18 namely, April 13, 2017; July 12, 2017; October 12, 2017 & January 11, 2018. The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing
Regulations, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.
Board Evaluation
Pursuant to the applicable provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.
The Nomination, Remuneration and Corporate Governance Committee have defined the evaluation criteria for the Board, its Committees and Directors.
The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active participation by all Board Members.
Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The performance evaluations of the Independent Directors were carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination, Remuneration and Corporate Governance Committee also reviewed the performance of the Board, its Committees and of the Directors.
In addition, Independent Directors were evaluated based on parameters such as qualification, experience, knowledge and competency, fulfillment of functions, ability to function as a team, initiative, commitment, independence, independent views and judgment, availability, attendance and participation in the discussion at the Meetings, adherence to the Code of Ethics (Code of Conduct) of the Company as well as the Code for Independent Directors as applicable, understanding the environment in which the Company operates and contribution to strategic decision and raising valid concerns to the Board, interpersonal relations with other Directors and management, objective evaluation of
Board''s performance, rendering independent unbiased opinion, safeguarding of confidential information and maintaining integrity.
The details of the policy on evaluation of Board''s performance are available on the Company''s website at http://www.bajajcorp.com/img/Board_Performance_ Evaluation_Policy-291116.pdf
Familiarization Programme for Independent Directors
Pursuant to the provisions of Regulation 25 of the Listing Regulations, the Company has formulated a programme for familiarizing the Independent Directors, 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 at http://bajajcorp.com/
img/Familiarisation_Programme__for_Independent_
Directors-291116.pdf
Board Committees A. Audit Committee
The Audit Committee comprises of following Independent Directors:
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Aditya Vikram Ramesh Somani
3. Mr. Dilip Cherian
During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board.
B. Nomination, Remuneration & Corporate Governance Committee
The Nomination, Remuneration & Corporate Governance Committee comprises of following Independent Directors:
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Aditya Vikram Ramesh Somani
2. Mr. Dilip Cherian
C. Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of following Directors:
1. Mr. Dilip Cherian, Chairman of the Committee
2. Mr. Kushagra Nayan Bajaj
3. Mr. Sumit Malhotra
D. Corporate Social Responsibility (CSR)
Committee
The CSR Committee comprises of following Directors:
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Dilip Cherian
3. Mr. Sumit Malhotra
Key Managerial Personnel
During the year under review, there were no changes in the Key Managerial Personnel of the Company.
Declaration by Independent Directors
The Independent Directors of the Company have submitted the declaration of Independence confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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, 2018, 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 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, 2018 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.
Utilization of net proceeds from the Initial Public Offer ("Issue")
Pursuant to the approval of the Members obtained at the 7th AGM of the Company held on August 2, 2013, the objects of the issue as disclosed in the Prospectus dated August 9, 2010 issued by the Company for its Initial Public Offer were varied. In terms of variation, the Company has proposed to utilize the balance unutilized amount of Rs, 254.72 crore as on March 31, 2013 towards area as specified in the notice of the aforesaid Meeting.
The Company has utilized Rs, 177.21 crore upto March 31, 2018 out of the balance unutilized amount of Rs, 254.72 crore as mentioned above towards the area as specified in the notice of the aforesaid Meeting.
The Company continues with its efforts for development of new products in the personal care segment. The Company has also been actively pursuing opportunities of inorganic growth in the FMCG sector by identifying brands/products portfolio/companies in personal care segments.
Related Party Transactions
The Board of Directors has adopted a policy on Related Party Transactions. The said Policy is available on Company''s website at http://bajajcorp.com/img/Related_ Party_Transaction_Policy-291116.pdf
The objective of the Policy is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties. All contracts or arrangements with related parties entered into or modified during the Financial Year were at arm''s length basis and in ordinary course of the Company''s business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee except transactions which qualify under omnibus approval as permitted under the law. No material contracts or arrangements with related parties were entered into during the year under review. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
Further, the Company has not entered into any transaction of a material nature with the Promoters, subsidiaries of Promoters, Directors, Key Managerial Personnel or their relatives etc. that may have potential conflict with the interests of the Company.
Transactions with Related Parties are disclosed in the notes to accounts annexed to the financial statements.
Internal Financial Controls
The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon were presented to the Audit Committee of the Board.
Auditors
(a) Statutory Auditors
Members of the Company at the 11th AGM held on July 18, 2017, approved appointment of M/s. Sidharth N Jain & Co., Chartered Accountants (Firm Registration No. 018311C) as the Statutory Auditors of the Company for a term of 5 years to hold the office from the conclusion of 11th AGM till the conclusion of 16th AGM of the Company.
Ministry of Corporate Affairs by way of a Notification dated May 07, 2018, notified the provisions of Section 40 of the Companies (Amendment) Act, 2017 along with Companies (Audit and Auditors) Amendment Rules, 2018, whereby provisions of Section 139 of the Companies Act, 2013 were amended. As per the amendment, Statutory Auditors appointed by the shareholders at the AGM of the Company for a term, need not be ratified at every subsequent AGM held thereafter.
Accordingly, it is proposed to appoint M/s. Sidharth N Jain & Co., Chartered Accountants (Firm Registration No. 018311C ), as Statutory Auditors of the Company for the remaining period of their current term from the conclusion of this AGM (up to 16th AGM of the Company) without any further confirmation/ ratification / approval at every subsequent AGM of the Company.
M/s. Sidharth N Jain & Co., have expressed their willingness to get appointed and have confirmed that the appointment if made, would be within the limits specified under Section 141(3)(g) of the Act and they are not disqualified to be reappointed as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.
As required under Regulation 33(1 )(d) of Listing Regulations, M/s. Sidharth N Jain & Co., have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Based on the recommendation of the Audit Committee at its meeting held on May 29, 2018, Board of Directors seek approval of the members of the Company for appointment of M/s. Sidharth N Jain & Co., Chartered Accountants (Firm Registration No. 018311C), as Statutory Auditors of the Company for the remaining period of their current term as explained herein above.
The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or qualifications and the observations and comments given in the report of the Statutory 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.
(b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company has appointed M/s. Gupta Baul & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-4 to this Directors'' Report.
Cost Audit
The Ministry of Corporate Affairs vide Notification dated December 31, 2014, made amendment in the Companies (Cost Records and Audit) Rules, 2014, through Companies (Cost Records and Audit) Amendment Rules, 2014. As per the Amendment Rules, the Company is exempted from the requirement to conduct Cost Audit.
Reporting of Frauds
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and Rules made there under.
Corporate Governance Report and Certificate
In compliance with Regulation 34 read with Schedule V(C) of Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V(E) of Listing Regulations received from the Statutory Auditors of the Company, forms a part of this Annual Report.
Compliance of Corporate Governance Standards of New York Stock Exchange (NYSE)
The Company, in order to achieve greater transparency and to comply with internationally prevalent norms of Corporate Governance, has voluntarily adopted Corporate Governance Standards codified in Section 303A of New York Stock Exchange (NYSE) Listed Company Manual. The details of the same and the steps taken by the Company are explained in the Corporate Governance Report.
Compliance of Secretarial Standards of ICSI
In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.
Business Responsibility Report
In compliance with Regulation 34 of Listing Regulations, the Business Responsibility Report detailing the various initiatives taken by the Company on environmental, social and governance front is forming a part of this Annual Report. The Board of Directors has adopted a Business Responsibility Policy. The said Policy is available on Company''s website at http://bajajcorp.com/ img/ Business_Responsibility_Policy.pdf
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-5 to this Directors'' Report.
Extract of Annual Return
The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure-6 to this Directors'' Report.
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
Particulars of Employees
Disclosure required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of Directors'' Report.
The Managing Director of the Company does not receive any remuneration and/or commission from the Company''s holding and/or subsidiary companies.
In terms of Section 136 of the Companies Act, 2013, the Directors Report is being sent excluding the information on employees'' particulars mentioned in Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the 12th AGM. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.
Listing Agreement
In compliance with SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015, the Company has executed a Uniform Listing Agreement with BSE Limited and National Stock Exchange of India Limited, where Equity Shares of the Company are listed. Company has paid annual listing fees to both the Stock Exchanges.
Prohibition of Insider Trading
In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ''Code of Conduct for Regulating, Monitoring and Reporting of Trading by insiders'' and ''Code of Fair Disclosure'' of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organization. The said codes are available on Company''s website at http:// bajajcorp.com/img/Code-Of-Conduct_For-Regulating-Monitoring-And-Reporting-of_Trading-By-Insiders.pdf
The ''Trading Window'' is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.
Awards and Recognitions
During the year under review, Company''s Flagship Brand "Bajaj Almond Drops Hair Oil" created "Guinness World Recordsâ¢" for the World''s Longest Head Massage Chain.
Further, during the year, "Bajaj Almond Drops Hair Oil", has been recognized as one of Asia''s most valuable brands at the 6th Asian Brand and leadership summit held at the Ritz Carlton Hotel in Singapore. This award is a distinctive and premier recognition for a brand recognized as a leader in its industry category based on previous and current year market standing and consumer preference.
During the year, Company''s Innovation Centre has been accorded accreditation from the Department of Scientific & Industrial Research (DSIR).
General Disclosure
During the year under review:
a) the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of Companies Act, 2013 and Rules made there under.
b) the Company has not issued Equity Shares (including Sweat Equity Shares) to employees of the Company, under any scheme, pursuant to the provisions of Section 54 and 62 of Companies Act, 2013 and Rules made there under.
c) the Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made there under.
d) the Company has not accepted any deposit from the public, pursuant to the Chapter V of Companies Act, 2013 and Rules made hereunder.
e) the Company has not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made there under.
f) 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.
g) there are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.
Industrial Relations
Industrial relations have been cordial at all the manufacturing units of the Company.
Cautionary Statement
Statements in the Director''s report and the Management Discussion and Analysis Report describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.
Acknowledgements
The Directors express their appreciation for the sincere cooperation 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
Kushagra Nayan Bajaj
Chairman
(DIN:00017575)
Place : Mumbai
Dated : May 29, 2018
Mar 31, 2017
The Directors have pleasure in presenting their Eleventh Annual Report and the Audited Statement of Accounts for the Financial Year ended March 31, 2017.
Financial Performance
The summarized financial results of the Company for the Financial Year ended March 31, 2017 are presented below:
(Rs. in lacs)
Particulars |
Financial Year ended March 31, 2017 |
Financial Year ended March 31, 2016 |
Sales and other income |
83,188.80 |
82,463.62 |
Profit before interest, depreciation and tax |
30,495.49 |
30,320.42 |
Finance cost |
93.22 |
20.91 |
Depreciation |
476.46 |
431.61 |
Profit before exceptional items & tax |
29,925.81 |
29,867.90 |
Exceptional items (Brand Amortization) |
1,838.35 |
4,698.00 |
Profit before tax |
28,087.46 |
25,169.90 |
Provision for taxation - Income Tax |
5,998.67 |
5,369.05 |
- Deferred Tax |
(6.97) |
2.20 |
Profit after tax |
22,095.76 |
19,798.65 |
Other Comprehensive Income |
(84.60) |
- |
Total Comprehensive Income |
22,011.16 |
19,798.65 |
Balance brought forward from previous year |
11,070.42 |
11,687.42 |
Disposable surplus after adjustments |
33,081.58 |
31,486.07 |
Appropriations- |
||
- Interim dividend |
16,962.50 |
16,962.50 |
- Corporate dividend tax |
3,453.17 |
3,453.15 |
- Transfer to General Reserve |
- |
- |
- Balance carried to balance sheet |
12,665.91 |
11,070.42 |
The Company achieved a turnover of Rs. 83,188.80 lacs as compared to Rs. 82,463.62 lacs in the previous year thereby registering a growth of approximately 0.88% over previous year. Profit before tax and exceptional items were Rs. 29,925.81 lacs as against Rs. 29,867.90 lacs of the previous year. The Profit after tax stood at Rs. 22,095.76 lacs as compared to the profit of Rs. 19,798.65 lacs in the previous year. The operations and financial results of the Company are elaborated in the Management Discussion and Analysis Report.
Registered Office
The details of the present address of the Registered Office of the Company is as follows:
Bajaj Corp Limited Old Station Road,
Sevashram Chouraha,
Udaipur 313 001, Rajasthan
Dividend
The Board of Directors of the Company had declared and paid 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, 2017. Total outgo on the Interim Dividend was Rs. 20,415.67 lacs (including Dividend Tax of Rs. 3,453.17 lacs as against Rs. 20,415.67 lacs (including Dividend Tax of Rs. 3,453.15 lacs) in the previous year. The above outgo constitutes a payout ratio of 92.75 % of total comprehensive income as against 103.12% in the previous year. The Board 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, 2017.
In compliance with SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the Company has formulated Dividend Distribution Policy which is available on the website of the Company at http://www.baiaicorp.com/img/Dividend Distribution Policy-291116.pdf
Share Capital
The paid up Equity Share Capital of the Company as on March 31, 2017 was Rs. 1,475.00 lacs. There was no change in the Company''s Share Capital during the year under review.
Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements, forming a part of this Annual Report.
Details Relating to Deposits covered under Chapter V of the Companies Act, 2013
During the year under review, the Company has not accepted any deposit from the public.
Subsidiaries and Associate Companies
During the year under review, no company became/ ceased to be a subsidiary/associate/joint venture of the Company. As on March 31, 2017, 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)
None of the above subsidiaries are ''Material Subsidiary'' as defined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the policy for determining ''Material Subsidiary'' is available on the website of the Company at http://www.bajajcorp.com/ img/Policy on Material Subsidiary-291116.pdf
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 and Rules made there under and hence not repeated here for the sake of brevity.
Subsidiaries Operations
Uptown Properties and Leasing Private Limited
During the Financial Year ended March 31, 2017, the net losses of Uptown were Rs. 82.94 lacs as against net losses of Rs. 102.50 lacs of the previous year. There were no business activities during the Financial Year ended March 31, 2017.
Bajaj Bangladesh Limited
Bajaj Bangladesh Limited is carrying on their manufacturing activity through Ethical Toiletaries Limited (third party manufacturer) in Bangladesh. During the Financial Year ended March 31, 2017, the Company achieved a turnover of Rs. 187.87 lacs as compared to Rs. 124.19 lacs and net loss was Rs. 9.82 lacs as against Rs. 26.18 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. During the Financial Year ended March 31, 2017, the Company achieved a turnover of Rs. 1,558.96 lacs as compared to Rs. 1,516.99 and net loss was Rs. 183.31 lacs as against Rs. 24.31 lacs.
Consolidated Financial Statements
Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Consolidated Financial Statements 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 Eleventh Annual General Meeting (AGM) of the Company.
The Consolidated Financial Statements of the Company have also been prepared in accordance with relevant Accounting Standards issued by the Institute of Chartered Accountants of India forming a part of this Annual Report. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Audited Accounts of each of its subsidiaries are available on Company''s website at www. bajajcorp.com. These documents are also available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the Eleventh AGM.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report is presented in a separate section forming a part of this Annual Report.
Corporate Social Responsibility (CSR) Initiatives
In accordance with the requirements of the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a CSR Committee. The Company has also formulated a CSR Policy which is available on Company''s website at http://www.bajajcorp.com/img/Corporate Social Responsibility Policy-291116.pdf
During the year under review, in compliance of 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. 439.68 lacs to Kamalnayan Jamnalal Bajaj Foundation (Bajaj Foundation) (the implementing agency engaged in activities specified in Schedule VII of the Companies Act, 2013). Additional disclosures along with the Report on CSR Activities are given in Annexure-1 to this Directors'' Report.
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.
A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively and efficiently.
However, the Company is well aware of the above risks and as part of business strategy, has put in a 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 at http://www. bajajcorp.com/img/Risk Management Policy-291116.pdf
In the opinion of the Board of Directors, none of the aforementioned risks affect and/or threaten the existence of the Company.
Vigil Mechanism / Whistle -Blower Policy
The Company has adopted a ''Whistle-Blower Policy'' for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism.
The functioning process of this mechanism has been more elaborately mentioned in the Corporate Governance Report forming a part of this Annual Report. The said policy is hosted on Company''s website at http://bajajcorp. com/img/Whistle Blower Policy-291116.pdf
Remuneration Policy
The Board has, on the recommendation of the Nomination, Remuneration & Corporate Governance Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration and to develop & recommend to the Board a set of Corporate Governance Guidelines. The policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of Listing Regulations is available on the Company''s website at http://bajajcorp. com/img/Policy-on-Nomination-Remuneration-&-Corporate-Governance.pdf and also given in Annexure - 2 to this Directors'' Report.
Board of Directors
There is no change in the composition of the Board during the year under review.
Retirement by Rotation
As per the provisions of Section 152 of the Companies Act, 2013, two-third of the total number of Directors, other than Independent Directors should be liable to retire by rotation. One-third of these Directors are required to retire every year and if eligible, these Directors qualify for re-appointment. At the ensuing AGM, Mr. Sumit Malhotra (DIN 02183825), Managing Director, retires by rotation and being eligible, offers himself for reappointment.
A detailed profile of Mr. Sumit Malhotra along with additional information required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.
Number of Meetings of the Board
The Board met six times during the Financial Year 2016 17 namely, April 12, 2016, July 25, 2016, August 22, 2016, October 3, 2016, October 14, 2016 and January 12, 2017. The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.
Board Evaluation
Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.
The Nomination, Remuneration and Corporate Governance Committee has defined the evaluation criteria for the Board, its Committees and Directors.
The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure, composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.
Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.
Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors were carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination, and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.
The details of the policy on evaluation of Board''s performance are available on the Company''s website at http://www.bajajcorp.com/img/Board Performance Evaluation Policy-291116.pdf
SEBI vide its guidance note dated January 5, 2017 has suggested process/practice that may be adopted by the Companies for performance evaluation. The Company is evaluating the required changes, if any, in the performance evaluation process as per the SEBI guidance note.
Familiarization Programme for Independent Directors
Pursuant to the provisions of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a programme for familiarizing 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 at http://bajajcorp.com/img/Familiarisation Programme for Independent Directors-291116.pdf
Board Committees
A. Audit Committee
The Audit Committee comprises of following Independent Directors:
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Dilip Cherian
3. Mr. Aditya Vikram Ramesh Somani
During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board.
B. Nomination, Remuneration & Corporate Governance Committee
The Nomination, Remuneration & Corporate Governance Committee comprises of following Independent Directors:
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Dilip Cherian
3. Mr. Aditya Vikram Ramesh Somani
C. Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of following Directors:
1. Mr. Dilip Cherian, Chairman of the Committee
2. Mr. Kushagra Nayan Bajaj
3. Mr. Sumit Malhotra
D. Corporate Social Responsibility (CSR) Committee
The CSR Committee comprises of following Directors :
1. Mr. Gaurav Dalmia, Chairman of the Committee
2. Mr. Dilip Cherian
3. Mr. Sumit Malhotra
Key Managerial Personnel
During the year under review, Board of Directors of the Company on recommendation of Nomination, Remuneration and Corporate Governance and Audit Committee, appointed Mr. D.K. Maloo - Vice President (Finance) as Chief Financial Officer (CFO) and Key Managerial Personnel of the Company in place of Mr. VC. Nagori, on his attaining the age of superannuation.
Declaration by Independent Directors
The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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, 2017, 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 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, 2017 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
The Board of Directors has adopted a policy on Related Party Transactions. The said Policy is available on Company''s website at http://baiaicorp.com/img/Related Party Transaction Policy-291116.pdf
The objective of the Policy is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties. All contracts or arrangements with related parties entered into or modified during the Financial Year were at arm''s length basis and in ordinary course of the Company''s business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee except transactions which qualify under omnibus approval as permitted under law. No material contract or arrangements with related parties were entered into during the year under review. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.
Further, the Company has not entered into any transaction of a material nature with the Promoters, subsidiaries of Promoters, Directors, Key Managerial Personnel or their relatives etc. that may have potential conflict with the interests of the Company.
Transactions with Related Parties are disclosed in the notes to accounts annexed to the financial statements.
Internal Financial Controls
The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company''s policies, safeguarding of Company''s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
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.
Material Changes and Commitments affecting the Financial Position of the Company
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.
Auditors
a) Statutory Auditors
In terms of provisions of Section 139 of the of the Companies Act, 2013 and Companies (Audit and Auditors) Rules 2014, the term of the existing Statutory Auditors M/s. R.S. Dani & Co., Chartered Accountants (Firm Registration No. 000243C), is upto the date of the forthcoming AGM. In order to comply with the provisions of Section 139 of the of the Companies Act, 2013 and Rules made there under, Board of Directors of the Company on the recommendation of the Audit Committee, at their meeting held on April 13, 2017, subject to the approval of the Members of the Company at the forthcoming AGM, appointed M/s. Sidharth N Jain & Co., Chartered Accountants (Firm Registration No. 018311C ), as Statutory Auditors of the Company to hold office for a term of 5 (five) years from the conclusion of forthcoming AGM upto the conclusion of the 16th (sixteenth) AGM of the Company, subject to ratification of such appointment by the Members at every AGM till the 15th (fifteenth) AGM.
As required under Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s. Sidharth N Jain & Co., Chartered Accountants , have confirmed and issued a certificate that their appointment, if made as aforesaid, will be in accordance with the limits specified and they meet the criteria for appointment as stated under Section 141 of the Companies Act, 2013 and they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has also received a certificate from M/s. Sidharth N Jain & Co., Chartered Accountants, certifying in terms of provisions of Section 139(2) of the Companies Act 2013, read with Rule 6(3) (ii) of the Companies (Audit and Auditors) Rules, 2014, that they do not have association with M/s R. S. Dani & Co., Chartered Accountants, the retiring Statutory Auditors of the Company or any partner of the said firm.
The Board places on record its appreciation for the contribution made by M/s. R.S. Dani & Co., Chartered Accountants, during their tenure as Statutory Auditors of the Company.
The Board of Directors recommends to the Members, the appointment of M/s. Sidharth N Jain & Co., Chartered Accountants, as Statutory Auditors of the Company.
The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or qualifications and the observations and comments given in the report of the Statutory 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.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, 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-3 to this Directors'' Report.
Cost Audit
The Ministry of Corporate Affairs vide Notification dated December 31, 2014, made amendment in the Companies (Cost Records and Audit) Rules, 2014, through Companies (Cost Records and Audit) Amendment Rules, 2014. As per the Amendment Rules, the Company is exempted from the requirement to conduct Cost Audit.
Reporting of Frauds
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and Rules made there under.
Corporate Governance Report and Certificate
In compliance with Regulation 34 read with Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance and the certificate as required under Schedule V (E) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from the Statutory Auditors of the Company, forms a part of this Annual Report.
Compliance of Corporate Governance Standards of New York Stock Exchange (NYSE)
The Company, in order to achieve greater transparency and to comply with internationally prevalent norms of Corporate Governance, has voluntarily adopted Corporate Governance Standards codified in Section 303A of New York Stock Exchange (NYSE) Listed Company Manual. The details of the same and the steps taken by the Company are explained in the Corporate Governance Report.
Business Responsibility Report
In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report detailing the various initiatives taken by the Company on environmental, social and governance front is forming a part of this Annual Report. The Board of Directors has adopted a Business Responsibility Policy. The said Policy is available on Company''s website at http://bajajcorp.com/ img/Business Responsibility Policv.pdf
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-4 to this Directors'' Report.
Extract of Annual Return
The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form MGT-9 of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure-5 to this Directors'' Report.
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
Particulars of Employees
Disclosure required in respect of employees of the Company, in terms of provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of Directors'' Report.
In terms of Section 136 of the Companies Act, 2013, the Directors Report is being sent excluding the information on employees'' particulars mentioned in Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on all working days, except Saturdays, Sundays and National Holidays up to the date of the Eleventh AGM. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.
Listing Agreement
In compliance with SEBI Circular No. CIR/CFD/CMD/6/2015, dated October 13, 2015, the Company has executed a Uniform Listing Agreement with BSE Limited and National Stock Exchange of India Limited, where Equity Shares of the Company are listed. Company has paid annual listing fees to both the Stock Exchanges.
Prohibition of Insider Trading
In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ''Code of Conduct for Regulating, Monitoring and Reporting of Trading by insiders'' and ''Code of Fair Disclosure'' of Unpublished Price Sensitive Information to ensure prohibition of Insider Trading in the Organization. The said codes are available on Company''s website at http:// bajajcorp.com/img/Code-Of-Conduct For-Regulating-Monitoring-And-Reporting-of Trading-By-Insiders.pdf
The ''Trading Window'' is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. The Company Secretary of the Company has been designated as Compliance Officer to administer the Code of Conduct and other requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015.
Awards and Recognitions
During the year under review, the Company received "ICSI CSR Excellence Award" as "Best Corporate
- Emerging". The Company has been selected for the aforesaid award based on the adjudication by a Jury set up by the Institute of Company Secretaries of India (ICSI), under the leadership of Hon''ble Justice Shri. V.N. Khare, Former Chief Justice of India.
Further, during the year under review, the Company received "fe CFO OF THE YEAR" award organized by ''The Financial Express'' at the hands of Mr. Bibek Debroy, Economist and member of NITI Aayog. The Company has been selected for the aforesaid award in the category of Medium Enterprises - Manufacturing Company.
During the year under review, the Company has been certified as âGreat Place to Work-Certifiedâ¢" by internationally renowned ''Great Places to Work'' Institute, USA. The certification recognizes organizations excelling at creating a great workplace culture for its employees to perform better and such certification has been conferred to select organizations across the globe.
Industrial Relations
Industrial relations have been cordial at all the manufacturing units of the Company.
Cautionary Statement
Statements in the Director''s report and the Management Discussion and Analysis Report describing the Company''s objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.
Acknowledgements
The Directors express their appreciation for the sincere cooperation 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
Kushagra Nayan Bajaj
Chairman (DIN 00017575)
Place : Mumbai
Dated : April 13, 2017
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 Â 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 Â 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, 2011
The Directors have pleasure in presenting their Fifth annual report
and the audited statement of accounts for the financial year ended March
31, 2011.
Financial Results
The summarised financial results of the Company for the year ended March
31, 2011 are presented below:
Financial Year
ended Financial Year
ended
March 31, 2011 March 31, 2010
(Rs. Lacs) (Rs. Lacs)
Sales and other income 37,645.50 29,971.15
Profit before interest, depreciation and
taxation 12,594.52 10,253.14
Interest 10.56 13.14
Depreciation 179.40 84.42
Profit before exceptional items & tax 12,404.56 10,155.58
Exceptional Item (IPO expenses) 1,896.25 Ã
Profit before tax 10,508.31 10,155.58
Provision for taxation ÃIncome Tax 2,094.00 1,735.00
ÃWealth Tax 4.92 2.02
ÃDeferred Tax (0.89) 27.22
Profit after tax 8,410.28 8,391.34
Balance brought forward from previous year 216.21 4,663.41
Disposable surplus after adjustments 8,626.49 13,054.75
Appropriation - Bonus Shares issued à 750.00
-Interim dividend à 9,200.00
-Proposed dividend 2,802.50 Ã
-Corporate dividend tax 465.46 1,563.54
-Transfer to General Reserve 842.00 1,325.00
-Balance carried to balance sheet 4,516.53 216.21
The Company achieved a turnover of Rs. 37,645.50 lacs as compared to Rs.
29,971.15 lacs in the previous year thereby registering a growth of
25.61% over previous year. Profit before tax and exceptional items was Rs.
12,404.56 lacs as against Rs. 10,155.58 lacs of the previous year. During
the year Company incurred IPO expenses of Rs. 1,896.25 lacs which is
shown as exceptional item. The Profit after tax stood at Rs. 8,410.28 lacs
as compared to the Profit of Rs. 8,391.34 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 recommend, for consideration of
shareholders at the 5th Annual General Meeting, payment of dividend of
190% (Rs. 9.50 per share) on 2,95,00,000 Equity Shares of the face value
of Rs. 5/- each for the year ended March 31, 2011. During the last
financial year 2009-10, the Company had paid Interim Dividend of Rs. 7/-
per share on Equity Shares of face value Rs. 1/- each and Rs. 8.80 per
share on Equity Shares of face value Rs. 5/- each.
Operations
The continued growth of our lead brand Bajaj Almond Drops Hair Oil is
primarily due to increased rural penetration. The increasing rural
acceptance of our lead brand is characterized by the growth in the
sales of our low unit size packs-sachets of 3ml and 20ml. Both are
driving the volume growth of the brand especially in rural areas. The
health of the brand is clearly shown by the fact that both the small as
well as the largest Stock Keeping Unit (SKU) are growing at a faster
rate indicative of new frst time user increase in the smaller SKU as
well as customer loyalty of regular users.
During the year under review, the Companys sales & distribution
strategy was to improve penetration and to increase product
availability. Distribution for our lead brand Bajaj Almond Drops Hair
Oil has increased
dramatically. The number of stock points continued to increase and now
the Companys product is stocked in 5,653 stock points (as against
4,200 in March 2010) all over India. As a result of this, there has
been a dramatic improvement in the availability of our brands. Bajaj
Almond Drops Hair Oil is now available at 1.95 million outlets (as
against 1.49 million in March 2010) all over India. This has led to
increase in the direct distribution of our brand and improved control
over the distribution system.
The Company will continue to focus on improving the market share of
Bajaj Almond Drops Hair Oil in the Light Hair Oil market space. To
ensure this, our focus on improving distribution and promoting our
product through heavy media advertising will continue. We have
recently launched a new TV commercial and the feedback from consumers
is that it has been appreciated and the key selling proposition message
has been comprehended.
During the coming year we will see the consumer response to our new
SKU- 500ml and acceptance of the PET bottles. This is an important
initiative which will play a key role in deciding the future packaging
of the lead brand.
Initial Public Offer (IPO)
The Company was a wholly owned subsidiary of Bajaj Consumer Care Ltd.
prior to the Initial Public Offer (ÃIPOÃ). The entire shareholding was
held by Bajaj Consumer Care Ltd. and its nominees. The Company came out
with an IPO of 45,00,000 Equity Shares (face value Rs. 5/- each) at an
issue price of Rs. 660/- (including a premium of Rs. 655/-) per equity
share aggregating to Rs. 297crore. The issue opened on August 2, 2010 and
closed on August 5, 2010. The IPO was oversubscribed by 15.64 times and
the shares of the Company got listed on the National Stock Exchange of
India Limited (ÃNSEÃ) and Bombay Stock Exchange Limited (ÃBSEÃ) on
August 18, 2010. Post listing on the aforementioned Stock Exchanges,
the Public shareholding is 15.25% and Promoters shareholding is 84.75%.
Listing of Securities
The Companys Equity Shares are listed on the Bombay Stock Exchange
Limited and The National Stock Exchange of India Limited. The Annual
Listing fees to each of these Stock Exchanges have been paid by the
Company.
Sub division of Equity Share Capital
With a view to improve liquidity, enabling greater participation by
small investors and eventually widening the shareholder base, the Board
of Directors of the Company, pursuant to the provisions of the
Companies Act, 1956, sought approval of shareholders through Postal
Ballot for sub-division of the existing face value of Rs. 5/- each to Rs.
1/- each per Equity Share. The results of the Postal Ballot were
declared on April 18, 2011 at the Registered Offce of the Company. A
total of 2,57,20,351 valid votes representing 87.19 % of the paid-up
capital were cast during the postal ballot, out of which 2,57,18,856
votes representing 87.18% of the paid-up capital were in favour of the
resolution and 1,495 votes representing 0.01% of the paid-up capital
were cast against the resolution. Post sub- division, the authorised
share capital of the Company is Rs. 20 crore consisting of 20,00,00,000
Equity Shares of face value Rs. 1/- each and paid-up capital is Rs. 14.75
crore consisting of 14,75,00,000 Equity Shares of face value Rs. 1/-
each, fully paid up.
Management Discussion and Analysis
The Management Discussion and Analysis Report is presented in a
separate section forming part of this Annual Report.
Group
Pursuant to an intimation from the Promoters, the names of the
Promoters and entities comprising Ãgroupà as defned under the
Monopolies and Restrictive Trade Practices (ÃMRTPÃ) Act, 1969 are
disclosed in the Annual Report for the purpose of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997.
Directors
Mr. Kushagra Bajaj (DIN 00017575) and Mr. Gaurav Dalmia (DIN 00009639),
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.
Mr. Roshan Fateh Lal Hinger has been on the Board of Directors of the
Company since September 2007 and was appointed as Whole-time Director
and designated as Vice-Chairman of the Company in March 2008. He has
been the Vice Chairman since then. The term of offce of Mr. Roshan
Fateh Lal Hinger as Whole-time Director of the Company expired on March
31, 2011. The Board of Directors, at its meeting held on March 16,
2011 re-appointed Mr. Roshan Fateh Lal Hinger as Whole-time Director
designated as Vice-Chairman for another term of 5 (fve) years w.e.f.
April 01, 2011 at a remuneration approved by the Remuneration
Committee, subject to the approval of shareholders and other
authorities. Requisite approval in this regard is being sought at the
forthcoming Annual General Meeting of the Company.
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 confrmed:
(i) that in preparation of accounts for the financial year ended March
31, 2011, 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, 2011 and of
the Profit of the Company for the year ended March 31, 2011;
(iii) that the Directors of the Company have taken proper and suffcient
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, 2011 on a going
concern basis.
Auditors and Auditors Report
M/s. R. S. Dani & Co, Chartered Accountants, existing Statutory
Auditors will retire at the conclusion of the ensuing (5th) 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 & Co, 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 & Co, 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-
III 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.
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.
Acknowledgements
Industrial relations have been cordial at all the factories 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 Companys 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 BAJAJ
Chairman
Mumbai,
April 30, 2011
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