Your Directors have pleasure in presenting their Tenth Annual Report and the auditedstatement of accounts for the Financial Year ended March 31 2016.
The summarised financial results of the Company for the Financial Year ended March 312016 are presented below:
| || ||(Rs. in Lacs) |
|Particulars ||Financial Year ended March 31 2016 ||Financial Year ended March 31 2015 |
|Sales and other income ||89744.21 ||85284.30 |
|Profit before interest depreciation and tax ||30310.09 ||27062.36 |
|Finance cost ||20.91 ||9.96 |
|Depreciation ||431.61 ||423.79 |
|Profit before exceptional items & tax ||29857.57 ||26628.61 |
|Exceptional items (Brand Amortisation) ||4698.00 ||4698.00 |
|Profit before tax ||25159.57 ||21930.61 |
|Provision for taxation Income Tax ||5369.05 ||4599.35 |
| Deferred Tax ||- ||- |
|Profit after tax ||19790.52 ||17331.26 |
|Balance brought forward from previous year ||11669.84 ||14696.64 |
|Disposable surplus after adjustments ||31460.36 ||32027.90 |
|Appropriations- || || |
|- Depreciation adjustment ||- ||4.06 |
|- Interim dividend ||16962.50 ||16962.50 |
|- Corporate dividend tax ||3453.14 ||3391.50 |
|- Transfer to General Reserve ||- ||- |
|- Balance carried to balance sheet ||11044.72 ||11669.84 |
The Company achieved a turnover of Rs. 89744.21 Lacs as compared to Rs. 85284.30 Lacsin the previous year thereby registering a growth of approximately 5.23% over previousyear. Profit before tax and exceptional items were Rs. 29857.57 Lacs as against Rs.26628.61 Lacs of the previous year. The Profit after tax stood at Rs. 19790.52 Lacs ascompared to the profit of Rs. 17331.26 Lacs in the previous year. The operations andfinancial results of the Company are elaborated in the annexed Management Discussion andAnalysis Report.
The details of the present address of the Registered Office are given below: Bajaj CorpLimited Old Station Road Sevashram Chouraha Udaipur 313 001 Rajasthan
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 FinancialYear ended March 31 2016. Total outgo on the Interim Dividend was Rs. 20415.64 Lacs(including Dividend Tax of Rs. 3453.14 Lacs as against Rs. 20354.00 Lacs (includingDividend Tax of Rs. 3391.50 Lacs) in the previous year. The above outgo constitutes apayout ratio of 103.16% of annual profits as against 117.44% in the previous year. TheBoard has not proposed any Final Dividend and accordingly the Interim Dividend paidduring the year shall be treated as Final Dividend for the Financial Year ended March 312016.
The paid up Equity Share Capital of the Company as on March 31 2016 was Rs. 1475.00Lacs. There was no change in the Companys Share Capital during the year underreview.
Particulars of Loans Guarantees and Investments
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 7 31 and 32 to the standalone financial statement).
Management Discussion and Analysis
The Management Discussion and Analysis Report presented in a separate section formspart of the Boards 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/ circularsissued by the Ministry of Corporate Affairs the Company has contributed an amount ofapproximately Rs. 4.12 Crore towards the corpus of Kamalnayan Jamnalal BajajFoundation (KJBF) (the implementing agency engaged in activities specified in Schedule VIIof the Companies Act 2013). Additional disclosures along with the Report on CSRActivities are given in Annexure-1 to this Report. The CSR policy adopted by the Companyis available on the Companys website www.bajajcorp.com.
Business Risk Management
The Company like any other enterprise is exposed to business risk which can beinternal risks as well as external risks. One of the key risks faced by the Company intodays scenario is the wide and frequent fluctuations in the prices of its rawmaterial. Any further increase in prices of raw materials could create a strain on theoperating margins of the Company. Inflationary tendencies in the economy and deteriorationof macroeconomic indicators can impact the spending power of the consumer because of whichdown trading from branded products to non-branded can occur which can affect the operatingperformance of the Company.
The Company operates in the highly competitive FMCG market with competitors who mayhave better ability to spend more aggressively on advertising and marketing and moreflexibility to respond to changing business and economic conditions. An increase in theamount of competition that we face could have a material adverse effect on our marketshare and sales.
Any unexpected changes in regulatory framework pertaining to fiscal benefits and otherrelated issues can affect our operations and profitability.
However the Company is well aware of the above risks and as part of business strategyhas put in a mechanism to ensure that they are mitigated with timely action. The Companyhas a robust Business Risk Management (BRM) framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Companys competitive advantage. The detailsof the Risk Management Policy are available on the Companys websitewww.bajajcorp.com. In the opinion of the Board of Directors none of the aforementionedrisks affect and/or threaten the existence of the Company.
During the year ended March 31 2016 the Company does not have any materiallisted/unlisted subsidiary companies as defined in the erstwhile Clause 49 of the ListingAgreement and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations). The details of the policy ondetermining material unlisted subsidiary of the Company is available onhttp://www.bajajcorp.com/ images/policy/policy_material_subsidiary.pdf.
The Board of Directors of Bajaj Corp Limited are committed to maintain the higheststandard of honesty openness and accountability and recognize that employees haveimportant role to play in achieving the goal. As a public company the integrity of thefinancial 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 makedecisions. For these reasons the Company must maintain workplace where it can retain andtreat all complaints concerning questionable accounting practices internal accountingcontrols or auditing matters or concerning the reporting of fraudulent financialinformation to our shareholders the Government or the financial markets. The employeesshould be able to raise these free of any discrimination retaliation or harassment.Pursuant to the Policy employees are encouraged to report questionable accountingpractices to Chairman of the Audit Committee through email or by correspondence throughpost. Further details are available on the companys website www.bajajcorp.com.
Related Party Transactions
Policy on dealing with Related Party Transactions as approved by the Board is availableon http://www. bajajcorp.com/images/policy/policy_related_party_ transaction.pdf.
During the year under review no company became/ ceased to be asubsidiary/associate/joint venture of the Company. As on March 31 2016 the Company hadthe following wholly owned subsidiaries which are presently unlisted namely: townproperties and easing private Pursuant to the provisions of Section 129 of the CompaniesAct 2013 and the Companies (Accounts) Rules 2014 the Company has attached along withthe financial statements a separate statement containing the salient features of thefinancial statements of its subsidiary companies in the manner prescribed under theCompanies Act 2013 and Rules framed thereunder and hence not repeated here for the sakeof brevity.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on Companyswebsite www.bajajcorp.com. These documents will also be available for inspectionduring working hours at the Registered Office of the Company.
Uptown Properties And Leasing Private Limited
During the Financial Year ended March 31 2016 the net losses of Uptown were Rs.102.50 Lacs as against net losses of Rs. 105.43 Lacs. There were no business activitiesduring the Financial Year ended March 31 2016.
Bajaj Bangladesh Limited
Bajaj Bangladesh Limited is carrying on their manufacturing activity through M/s.Ethical Toiletaries Limited (third party manufacturer) in Bangladesh. During the FinancialYear ended March 31 2016 the Company achieved a turnover of Rs.124.19 Lacs and net losswas Rs. 26.18 Lacs.
Bajaj Corp International (FZE)
Bajaj Corp International (FZE) December 23 2013 to expand and to carry on the businessof trading in skin and hair care products. During the Financial Year ended March 31 2016the Company achieved a turnover of Rs. 1516.99 Lacs and net loss was Rs. 24.31Lacs.
Board of Directors
Retirement by Rotation
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. KushagraNayan Bajaj (DIN 00017575) Director who retires by rotation and being eligible offershimself for reappointment.
Number of Meetings of the Board
The Board met four times during the Financial Year 2015-16 namely April 9 2015 July9 2015 October 7 2015 and January 7 2016.
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of theDirectors as well as the evaluation of the working of its Committees. The Nomination andRemuneration Committee has defined the evaluation criteria for the Board its Committeesand Directors. The Boards functioning was evaluated on various aspects includinginter alia degree of fulfilment of key responsibilities Board structure compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard 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/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members. Areas on which the Committees of the Board were assessed included degree offulfillment of key responsibilities adequacy of Committee composition and effectivenessof meetings. The performance evaluation of the Independent Directors was carried out bythe entire Board excluding the Director being evaluated. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Board as a whole. The Nomination andRemuneration Committee also reviewed the performance of the Board its Committees and ofthe Directors.
The details of the policy on evaluation of Boards performance are available onthe Companys website www.bajajcorp.com.
Familiarisation programme for Independent Directors
Pursuant to the provisions of Regulation 25 of the Listing Regulations the Company hasformulated a programme for familiarising the Independent Directors with the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company etc. through various initiatives. Thedetails of the aforementioned programme is available on http://www.bajajcorp.com/images/policy/policy_familiarisation_programme_for_ independent_directors.pdf.
A. Corporate Social Responsibility (CSR) Committee
The CSR Committee comprises of:
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 of Independent Directors:
1. Mr. Gaurav Dalmia Chairman of the Committee
2. Mr. Dilip Cherian
3. Mr. Aditya Vikram Ramesh Somani All the recommendations made by the Audit Committeewere accepted by the Board.
C. Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of Independent Directors:
1. Mr. Gaurav Dalmia Chairman of the Committee
2. Mr. Dilip Cherian
3. Mr. Aditya Vikram Ramesh Somani
Key Managerial Personnel
During the year under review Mr. Hitesh Kanani was appointed as Company Secretary andCompliance Officer of the Company in place of Mr. Sujoy Sircar who resigned from the saidposition.
Declaration by Independent Directors
The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act 2013.
Directors Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Note A-2 of the Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2016 and of the profit of the Company for theyear ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 financialcontrols were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
Related Party Transactions
The Board of Directors has adopted a policy on Related Party Transactions. Theobjectives is to ensure proper approval disclosure and reporting of transactions asapplicable between the Company and any of its related parties. All contracts orarrangements with related parties entered into or modified during the Financial Year wereat arms length basis and in ordinary course of the Companys business. All suchcontracts or arrangements were entered into only with prior approval of the AuditCommittee except transactions which qualify under Omnibus approval as permitted underlaw. No material contract or arrangement with related parties were entered into during theyear under review. Therefore there is no requirement to report any transaction in FormNo.AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014.
Further the Company has not entered into any transaction of a material nature with thePromoters subsidiaries of Promoters Directors Key Managerial Personnel or theirrelatives etc. that may have potential conflict with the interests of the Company.
Transaction with related parties are disclosed in the notes to accounts annexed to thefinancial statements.
Internal Financial Controls
The Company has an internal financial control system commensurate with the size andscale of its operations and the same has been operating effectively. The Internal Auditorevaluates the efficacy and adequacy of internal control system accounting procedures andpolicies adopted by the Company for efficient conduct of its business adherence toCompanys policies safeguarding of Companys assets prevention and detectionof frauds and errors and timely preparation of reliable financial information etc. Basedon the report of internal audit function process owners undertake corrective action intheir respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are presented to theAudit 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 wouldimpact 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 ofthe Company which have occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of this 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.
Auditors and Auditors Report
M/s. R. S. Dani & Company (Firm Registration No. 000243C) Chartered Accountantsexisting Statutory Auditors will retire at the conclusion of the ensuing Tenth AnnualGeneral Meeting. Pursuant to the provisions of Section 139 of the Companies Act 2013 andCompanies (Audit and Auditors) Rules 2014 M/s. R. S. Dani & Company are proposed tobe re-appointed as Statutory Auditors to hold office up-to the conclusion of the EleventhAnnual 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 theCompanies Act 2013 the Chartered Accountants Act 1949 and Rules/Regulations madethereunder;
b) The proposed appointment is as per the terms provided under the Companies Act 2013;
c) The proposed appointment is within the limits laid down by or under the authority ofthe Companies Act 2013;
d) There are no proceedings against the audit firm or any partner of the audit firmpending with respect to professional matters of conduct.
The Board of Directors recommends to the Members the appointment of M/s. R. S. Dani& Company as Statutory Auditors of the Company.
The observations and comments given in the report of the Auditors read together withnotes to accounts are self-explanatory and hence do not call for any further explanationor comments under Section 134(f)(i) of the Companies Act 2013.
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 hasappointed M/s. Gupta Baul & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure 2 to this Report.
Your Company continue to imbibe and emulate the best corporate governance practicesaimed at building trust among all stakeholders shareholders employees customerssuppliers and others. Your Company believes that fairness transparency responsibilityand accountability are the four key elements of corporate governance. The CorporateGovernance Report presented in a separate section forms an integral part of this AnnualReport.
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 itssubsidiaries have been prepared in the same form and manner as mandated by Schedule III tothe Companies Act 2013 and shall be laid before the forthcoming Tenth Annual GeneralMeeting of the Company.
The Consolidated Financial Statements of the Company have also been prepared inaccordance with relevant Accounting Standards (AS) viz. AS 21 AS 23 and AS 27 issued bythe Institute of Chartered Accountants of India form part of this Annual Report. Thefinancial statements of the Company as well as its aforesaid subsidiaries are available onthe Companys website: www.bajajcorp.com.
Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure 3 to thisReport.
Extract of Annual Return
The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT-9 of the Companies (Management and Administration)Rules 2014 is annexed herewith as Annexure 4 to this Annual Report.
Disclosure Under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal Committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.
The following is the summary of sexual harassment complaints received and disposed offduring 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 ManagerialPersonnel) Rules 2014
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are set out in Annexure 5 to thisReport.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyare set out in the Annexure 6 to this Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The details pertaining to criteria for determining qualifications positiveattributes and independence of a Director and remuneration policy have been provided insection of the attached Corporate Governance Report. The details of the remunerationpolicy of the Company is available on the Companys website www.bajajcorp.com.
Industrial relations have been cordial at all the manufacturing units of the Company.
The Directors express their appreciation for the sincere cooperation and assistance ofCentral and State Government authorities bankers customers suppliers and businessassociates. Your Directors also wish to place on record their deep sense of appreciationfor the committed services by your Companys employees. Your Directors acknowledgewith gratitude the encouragement and support extended by our valued shareholders.
|For and on behalf of the Board of Directors |
|Kushagra Nayan Bajaj |
|(DIN 00017575) |
|Mumbai April 12 2016 |
FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARDSREPORT
|1 A brief outline of the Companys CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. ||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. 4.12 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). The Company has also adopted a CSR Policy in compliance with the aforesaid provisions and the same is placed on the Companys website at www.bajajcorp.com. |
|2 Composition of CSR Committee ||1. Mr. Gaurav Dalmia Chairman of the Committee & Independent Director |
| ||2. Mr. Dilip Cherian Independent Director |
| ||3. Mr. Sumit Malhotra Managing Director Rs. 205.81 |
|3 Average net profit of the Company for the last three Financial Years (Amount in Crore) || |
|4 Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) (Amount in Crore) ||Rs. 4.12 |
|5 Details of CSR spent during the Financial Year: || |
|(1) Total amount to be spent for the F.Y. ||(1) Rs. 4.12 Crore |
|(2) Amount unspent if any; ||(2) Rs. Nil |
|(3) Manner in which the amount spent during the Financial Year : ||(3) The Company has contributed the entire amount of Rs. 4.12 Crore to the corpus of KJBF (the implementing agency engaged in activities specified in Schedule VII of the Companies Act 2013). |
We Gaurav Dalmia Dilip Cherian and Sumit Malhotra the members of CSR Committee ofBajaj Corp Limited confirm that the implementation and monitoring of CSR Policy is incompliance with the CSR objectives and Policy of the Company.
| ||For and on behalf of the Corporate Social Responsibility Committee |
| ||Gaurav Dalmia |
| ||Chairman of the Committee |
| ||(DIN 00009639) |
| ||Dilip Cherian |
| ||(DIN 00322763) |
| ||Sumit Malhotra |
| ||(DIN 02183825) |
|Mumbai April 12 2016 || |
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31 2016 [Pursuant to section 204(1) of theCompanies Act 2013 and rule No.9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014]
Bajaj Corp Limited
Old Station Road Sevashram ChourahaUdaipur Rajasthan - 313 001
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Bajaj Corp Limited(hereinafter called "the Company"). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.
Based on our verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the Financial Year ended March 31 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance mechanism in place to the extent in the manner and subject to thereporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the Financial Year ended on March 31 2016 accordingto the provisions of:
(1) The Companies Act 2013 (the Act) and the rules made thereunder;
(2) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade thereunder;
(3) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent applicable;
(5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992 and The Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (applicable w.e.f. 15th May 2015)
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the audit period)
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the Company during theaudit period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the audit period)
(f) The Securities and Exchange Board of India (Registrars to Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with client; (Notapplicable to the Company)
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the Company during the audit period)
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the audit period)
The following laws as identified by the management are specifically applicable to theCompany:
(i) Environment (Protection) Act 1986;
(ii) Air (Prevention and Control of Pollution) Act 1981 and Rules issued by the StatePollution Control Boards; (iii) Water (Prevention and Control of Pollution) Act 1974 andRules issued by the State Pollution Control Boards; (iv) Drugs and Cosmetics Act 1940 andthe rules made thereunder; (v) Legal Metrology Act 2009 and Legal Metrology (PackagedCommodities) Rules 2011.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with BSE Limited and NationalStock Exchange of India Limited.
(iii) Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. (applicable w.e.f. 1st December 2015)
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above:
We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.There were no changes in the composition of the Board of Directors of the Company duringthe period under review.
Adequate notice was given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decisions were carried through while the dissenting members views arecaptured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period there were no instances of (i)Public/Right/Preferential issue of shares/debentures/sweat equity etc. (ii)Redemption/buy-back of securities
(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013
(iv) Merger/amalgamation/reconstruction etc.
(v) Foreign technical collaborations
|Bajaj ||For Gupta Baul & Associates |
| ||Company Secretaries |
| ||Prasanjit Kumar Baul |
| ||Partner |
| ||ACS No. 34347 |
| ||CP No. 12981 |
|Place : Mumbai || |
|Date : 04.04.2016 || |
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO[Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014]
A. Conservation of Energy
Bajaj Corp continued to emphasize on the conservation and optimal utilization of energyin every manufacturing unit of the Company. The energy conservation measures implementedduring FY 2016 are listed below:
Maintenance of the machines as per schedule.
Lights in the Raw Material/ Packing Material and Finished Stock godown area areswitched off during night across locations.
Installed Material sensor on every machine resulting into reduction of powerconsumption.
Water collected through rain water harvesting at the plant premises to raise thewater level in the bore well.
Replacement of street lights and installation of CFL in manufacturing and godownarea.
The company continued its efforts towards effective utilization of energy for reductionin power consumption. The details of total energy consumption and energy consumption perunit of production are given in Form A:
B. Technology Absorption
Efforts made by Company in technology absorption are given in prescribed Form Battached.
C. Foreign Exchange Earnings and Outgo
During the year foreign exchange earnings and outgo was Rs. 2219.14 Lacs and Rs. 31.88Lacs respectively. The details of total exchange used and earned are provided in Note B25& B26 annexed to the financial statements.
Disclosure of particulars with respect to conservation of energy
Note :- The numbers given below relate to the own manufacturing facilities of theCompany.
|Particulars ||2015-16 ||2014-15 |
|A Power & Fuel Consumption || || |
|1 Electricity || || |
|a) Purchased || || |
|Units ||823491 ||715916 |
|Total amount (In Rs.) ||4996299 ||4230044 |
|Rate per unit (In Rs.) ||6.07 ||5.91 |
|b) Own generation || || |
|(i) Through Diesel generator || || |
|Units ||40774 ||74332 |
|Cost per Unit (In Rs.) ||20.42 ||19.17 |
|Total Cost (In Rs.) ||832714 ||1425242 |
|B. Average Consumption per unit of production of Hair Oil || || |
|Electricity (Kwh/Manufactured Kilo Ltr. of Hair oil) ||50.22 ||45.23 |
Disclosure of particulars with respect to technology absorption (to the extentapplicable)
I. RESEARCH & DEVELOPMENT AND QUALITY CONTROL
1. Specific Area in which R&D and Quality Control were carried out toachieve the Companys Vision by the way of:- 1.1 Improving operational Efficiencies:
1.1.1 Introduction of New Flow wrap Packaging machines at various manufacturingfacilities.
1.1.2 Recovery oil checking and continuous monitoring to avoid any wastage of oil andoptimized the process of recovery oil usage in Manufacturing.
1.1.3 Modification of specifications in the field of RMs and PMs to further improve thequality of our end products.
1.1.4 Quality Control Audit of all our depots generating efficient results forcontinual improvement in product quality.
1.1.5 Third year ISO/IMS Surveillance successfully completed; now BCL is an ISOCertified company in Quality Management System (ISO 9001:2008) Environmental ManagementSystem (ISO 14001:2004) and OHSAS 18001:2007.
1.2 New Product and Packaging Development:
Development of 20ml ADHO in Flow wraps packing.
Improvement in AHO Formulation by incorporation of UV-Absorber (Benzophenone-3).
Modification in face wash formulation added small sized beads in Neem & AllSkin face wash.
Successfully formulated the base oil for new products with 21 Rare Herbs;perfume under development.
Introduction of Light weight bottle of different ADHO SKUs successfullylaunched after transit trials for cost reduction.
1.3 Way Forward:
Packaging Development for Ayurvedic Oil.
New Product Developments under Hair Care & Skin Care in terms of containersand contents.
All manufacturing facilities to be accommodated with SS vessels equipped withautomated weighing system for Product quality improvement and easy handling.
High tech inspection light during online packing to be introduced.
2. Expenditure on R&D
| || ||Rs. in Lacs |
|For the year ended March 31 ||2015-16 ||2014-15 |
|a) Capital ||0.00 ||0.21 |
|b) Recurring ||21.29 ||14.21 |
|c) Total ||21.29 ||14.42 |
|d) Total R&D expenditure as a percentage of total turnover ||0.025% ||0.018% |
II. TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION:
1. Efforts in brief made towards technology absorption adaptation andinnovation:
Imparting training to personnel in various manufacturing techniques by Indianexperts and suppliers of plant and machinery.
Company is going towards 100% automation and in that process Company is shiftingfrom manual cap pressing technique to automatic cap pressing technique.
New packaging technology adapted for which flow wrapping machines has beeninstalled.
Successful Installation of 15 tracks pouch filling machine and coding machine.
New conveyor system has been introduced for unloading of empty bottles fromvehicles to storage area.
An effective oil recovery machine developed for easy handling reduce manpowercost and oil wastage.
2. Benefit derived as a result of the above efforts:
Increase in productivity
Manpower cost reduction
Raw materials cost reduction
Production wastage reduction
Oil wastage reduction
3. Information regarding technology imported during the last 5 years : Nil
| ||For and on behalf of the Board of Directors |
| ||Kushagra Nayan Bajaj |
| ||Chairman |
| ||(DIN 00017575) |
|Mumbai April 12 2016 || |
Annexure - 5
Disclosures pursuant to Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) 2014
Q1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the Financial Year; A1. The ratio of the remuneration (fig inRs. Crore) between:- Employees to Managing Director is 0.084:2.40
Q2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the Financial Year; A2.Chief Financial Officer: 8% Chief Executive Officer / Managing Director: 34% CompanySecretary: 10%
Q3. The percentage increase in the median remuneration of employees in the FinancialYear;
A3. FY 2015-16: 10.44 %
Q4. The number of permanent employees on the rolls of company; A4. 427 Employees + 24Workers (they are covered under Payment of Wages Act) As on March 31 2016.
Q5. The explanation on the relationship between average increase in remuneration andcompany performance;
A5. The procedure of arriving at the average increase in the overall compensation ofcompanys permanent roll employees depends on the following factors: i. Companyperformance (majorly in terms of Sales revenue & profit) ii. The FMCG industriesperformance & growth in which the Company operate. iii. Benchmarking with the similarindustries & companies in terms with compensation increase. iv. Capability ofindividual employees.
Keeping the above said parameter into consideration the average increase in theremuneration happened in FY 2015-16 over FY 2014-15 was 12.19% and this is a bit above thesaid benchmarks. The compensation of 24 workers are governed by Payment of Wages Act &hence not included with the white collar remuneration. Q6. Comparison of the remunerationof the Key Managerial Personnel against the performance of the Company;
|A6. Aggregate remuneration of Key Managerial Personnel (KMP) in FY15 (Rs. in Lacs) ||353.05 |
|Revenue (Rs. in Lacs) ||89744.21 |
|Remuneration of KMPs (as % of revenue) ||0.39% |
|Profit before Tax (PBT) (Rs. in Lacs) ||25159.57 |
|Remuneration of KMP (as % of PBT) ||1.40% |
Q7. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current Financial Year and previous Financial Year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of theCompany as at the close of the current Financial Year and previous Financial Year;
A7. Variation in market capitalization of Bajaj Corp Ltd.
|Particulars ||Unit ||As at March 31 2016 ||As at March 31 2015 ||Variation |
|1 Closing Rate of Shares in NSE ||Rs. ||385.90 ||458.10 ||-72.20 |
|2 Earning per share ||Rs. ||13.42 ||11.75 ||1.67 |
|3 Market capitalization ||Rs. in Cr ||5692.025 ||6756.975 ||-1064.95 |
|4 Price Earning Ratio (MPS/EPS) ||Ratio ||28.76 ||38.99 ||-10.23 |
|Market Pricez as at March 31 2016 ||Rs. 385.90 |
|IPO price per Share (Bajaj Corp came with an IPO in August 2010 issued Equity Share of FV ||132 |
|Rs. 5/ each at premium of Rs. 655/- per Share. Post IPO Company converted 1 Share of Rs. 5/- each || |
|into 5 Shares of Rs.1/- each so proportionately we have changed IPO price.) || |
|% increase of Market price over the price at the time of public offer ||192% |
Q8. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last Financial Year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration; A8. Averagepercentage increase: FY 2015-16: M4 & above (Managerial level) : 11.50%M5 & below (junior level) : 12.91% Q9. Comparison of the each remuneration ofthe Key Managerial Personnel against the performance of the Company; A9. Explanation asgiven in reply no. 6.
Q10. The key parameters for any variable component of remuneration availed by theDirectors; A10. Company performance: Sales revenue & profit after tax (beforeamortization)
Individual performance: Against the set parameters of the Key Result Area thusspecified at the beginning of the year.
Q11. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year; A11. Not applicable in our case.
Q12. Affirmation that the remuneration is as per the Remuneration Policy of theCompany;
A12. It is affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other employees adopted by the Company.
| ||For and on behalf of the Board of Directors |
| ||Kushagra Nayan Bajaj |
| ||Chairman |
| ||(DIN 00017575) |
|Mumbai April 12 2016 || |
Annexure - 6
Statement pursuant to Section 197 of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Directors Report for the year ended March 31 2016.
A. Employed throughout the year and were in receipt of remuneration at the rate of notless than Rs.6000000/- per annum.
|Name ||Designation/ Nature of Duties ||Qualification ||Experience (Yrs.) ||Remuneration (Rs. in Lacs) ||Date of Appointment ||Age (Yrs.) ||Particulars of Last employment |
|1 Mr. Sumit Malhotra ||Managing Director ||B Pharma (Hons.) PGDBM (IIMAhmedabad) ||30 ||243.79 ||01-Apr-08 ||54 ||Bajaj Resources Ltd. - President (Sales & Mktg.) |
|2 Mr. Apoorv Bajaj ||President (Operations) ||B.Com CA(Inter) Certficate of E- Business (LSS UK) ||6.5 ||79.98 ||05-Nov-09 ||35 ||Nil |
|3 Mr. V.C. Nagori ||CFO President (Finance) ||Qualified Chartered Accountant from ICAI ||31 ||72.26 ||01-Apr-08 ||57 ||Bajaj Resources Ltd. - Vice President (Finance) |
|4 Mr. Subhamay Chatterjee ||VP- HR ||B.Sc. (Physics Hons) from Calcutta University MBA (Specialization in HRM) Currently pursuing EFPM from BIMTECH ||15 ||65.49 ||22-Jan-10 ||45 ||Dabur India Ltd. |
|5 Mr. Kabir Sahni ||GM- Operations ||Graduate Engineer in Mechanical stream and also a certified 6 Sigma Green Belt. ||15 ||60.26 ||17-Dec-12 ||39 ||United Phosphorus Ltd. |
|B. Employed part of the Financial Year and who were in receipt of the remuneration for that Financial Year at a rate not less than Rs. 500000/- per month. || || |
|1 Mr. Gurpreet Singh Amrit ||VP - Marketing ||PGDM in Marketing from Symbiosis ||12 ||74.12 ||15-Mar-08 ||41 ||Reliance Entertainment |
|2 Mr. Sandeep Verma ||President - Sales & Marketing ||PGDBM from Indian Institute of Management Lucknow and B.E. (Mechanical) from Motilal Nehru national Institute of Technology Allahabad ||14 ||44.10 ||04-Jan-16 ||42 ||HUL |
|3 Mr. Arnab Banerjee ||Head- International Business ||Post Graduate Programme In Management Institute of Management Technology Ghaziabad ||18 ||34.00 ||10-Jan-05 ||41 ||Dabur India Ltd. |
|4 Mr. M K Sachdeva ||GM-Sales ||Science Graduate in Chemistry ||26 ||25.08 ||21-Apr-14 ||51 ||Britannia Industries Ltd. |
|5 Mr. Devendra Jain ||Head- Supply Chain & Procurement ||BE from M.B.M Engineering College Jodhpur Rajasthan and Master of Management from Pune University ||15 ||33.15 ||26-Nov-15 ||40 ||GlaxoSmithKline Consumer Healthcare Ltd. |
1. Gross Remuneration shown above is subject to tax and comprises salary ( includingarrears allowancesperquisities rent medical reimbursement leave travel benefitsleave encashment contribution to provident fund & gratuity under LIC scheme) in termsof actual expenditure incurred by the Company.
2. All the employees have adequate experience to discharge the responsibilitiesassigned to them.
3. Mr. Apoorv Bajaj is the brother of Mr. Kushagra Nayan Bajaj.
4. The nature of employment is on contractual basis.
| ||For and on behalf of the Board of Directors |
| ||Kushagra Nayan Bajaj |
| ||Chairman |
| ||(DIN 00017575) |
|Mumbai April 12 2016 || |
| ||Bajaj Corp Limited 10th Annual Report 2015 - 16 |