Annual Report 2019-20
Total Page:16
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CONTENTS Board of Directors 02 Management Team 04 Chairman’s Letter 06 Management Discussion and Analysis 09 Corporate Governance 37 General Shareholder Information 59 Directors’ Report 69 (including Annual Report on CSR activities) Standalone Financial Statements 119 Consolidated Financial Statements 195 Board of Directors Duplicate Share Certificate Company Secretary Issuance Committee Rahul Bajaj, Chairman Dr. J Sridhar Madhur Bajaj, Vice Chairman Rahul Bajaj, Chairman Rajiv Bajaj, Managing Director & CEO Rajiv Bajaj Auditors Sanjiv Bajaj Sanjiv Bajaj Shekhar Bajaj S R B C & CO LLP D J Balaji Rao Management Chartered Accountants Nanoo Pamnani (upto 22.02.2020) Niraj Bajaj Rahul Bajaj Secretarial Auditor Dr. Gita Piramal Chairman Pradeep Shrivastava, Executive Director (Non-executive from 01.04.2020) Shyamprasad D. Limaye Dr. Naushad Forbes Practising Company Secretary Dr. Omkar Goswami Rajiv Bajaj Anami N. Roy Managing Director & CEO Bankers Rakesh Sharma, Executive Director Ms. Lila Poonawalla Pradeep Shrivastava State Bank of India Pradip Shah Executive Director Citibank N A Abhinav Bindra (from 20.05.2020) Standard Chartered Bank Rakesh Sharma ICICI Bank Audit Committee Executive Director HDFC Bank HSBC Bank Anami N. Roy, Chairman Abraham Joseph D J Balaji Rao Chief Technology Officer Registered under the Dr. Naushad Forbes Companies Act, 1956 Dr. Gita Piramal S Ravikumar Chief Business Development Officer Registered Office Stakeholders Relationship Committee Soumen Ray Mumbai-Pune Road, Chief Financial Officer Akurdi, Pune 411 035. D J Balaji Rao, Chairman Dr. Gita Piramal Ravi Kyran Ramasamy CIN: L65993PN2007PLC130076 Dr. Omkar Goswami Chief Human Resources Officer Works Nomination & Remuneration Sarang Kanade Committee President (Motorcycle Business) • Mumbai-Pune Road, Akurdi, Pune 411 035. D J Balaji Rao, Chairman R C Maheshwari Rahul Bajaj President (Intra-City Business) • Bajaj Nagar, Dr. Gita Piramal Waluj, Aurangabad 431 136. Dr. Naushad Forbes Samardeep Subandh Joint President (Intra-City Business) • Chakan Industrial Area, Corporate Social Responsibility Chakan, Pune 410 501. Committee Kevin D’sa President (Retail Finance) • Plot No.2, Sector 10, Rahul Bajaj, Chairman IIE Pantnagar, Rajiv Bajaj K S Grihapathy Udhamsinghnagar, Pradeep Shrivastava President (Export Business) Uttarakhand 263 531 Dr. Naushad Forbes Eric Vas Risk Management Committee President (Urbanite Business) Anami N. Roy, Chairman Sumeet Narang D J Balaji Rao President (Probiking Business) Soumen Ray, CFO C P Tripathi Advisor (CSR) Rahul Bajaj Chairman MANAGEMENT TEAM Rajiv Bajaj Pradeep Shrivastava Rakesh Sharma Abraham Joseph S Ravikumar Soumen Ray Ravi Kyran Ramasamy Sarang Kanade R C Maheshwari Samardeep Subandh Kevin D’sa K S Grihapathy Eric Vas Sumeet Narang C P Tripathi CHAIRMAN’S LETTER CHAIRMAN’S LETTER Dear Shareholder, I want to begin by paying my tribute and those of my fellow Directors and employees to Nanoo Pamnani who suddenly passed away on 22 February 2020. Nanoo, as he was known to all, joined the Board of your Company in 2004, and served as the Chairman of the Audit and Risk Management Committees. A ‘lifer’ and a legend in Citibank, Nanoo introduced many systems, processes and target-driven disciplines in your Company, and created a best-in-class structure of reporting, accountability and ownership within Bajaj Auto’s Audit Committee. An outstanding professional, he was respected and admired by all. We will miss him greatly. Let me now move on to your Company’s performance in FY2020. Well before the onset of the COVID-19 pandemic, India’s GDP growth had begun to slow down. And the country’s automobile industry had started feeling the effects of a steady, often sharp, slump in demand. Consider the data on real GDP growth. It was 7.2% in FY2018. It then decreased to 6.1% in FY2019. Now, it seems to have fallen to 4.2% in FY2020 — driven by a mere 3.1% growth in January-March 2020, with the COVID-19 national lockdown wiping out all economic activity in the last eight days of March 2020. Chairman’s Letter As far as motorcycles were concerned, for the industry as a whole, the average monthly number of motorcycles billed steadily declined over the four successive quarters of FY2020. In a milieu of declining demand, your Company has performed well. Here are some key data: l Total turnover was H 31,652 crore — a marginal decline of 0.5% from that of the previous year, which was the Company’s highest turnover ever. l Operating earnings before interest, tax, depreciation and amortisation (EBITDA) decreased by 1.0% to H 5,253 crore — which is your Company’s second highest. Operating EBITDA margin was 17.6% of net sales and other operating income, versus 17.5% in the previous year. l Profit before tax (PBT) before exceptional items grew by 3.4% to H 6,580 crore, which was your Company’s highest ever. PBT after exceptional items decreased by 1.8% to H 6,580 crore, which was Bajaj Auto’s second highest PBT in history. l Profit after tax (PAT) increased by 9.1% to H 5,100 crore. This was the highest ever PAT. You will, therefore, agree with me that thanks to unceasing efforts of the Management team and employees led by your Managing Director, Rajiv Bajaj, Bajaj Auto has performed very creditably in battling with the severe demand challenge that the industry faced. To my mind, the battle may have just begun. The national lockdown on account of COVID-19 has effectively wiped out 40 days, of which 32 have been in FY2021. With a partial easing of lockdown, our facilities at Chakan, Waluj and Pantnagar have opened, but are far from working at full pace. In any event, it would be almost foolhardy to believe that demand will not get affected for at least the first two, if not three, quarters of FY2021. We will have to deal with this grave situation in many innovative ways. We will have to use every lesson learnt in marketing and selling to recreate markets for our bikes and three-wheelers. We will have to delight our customers with a slew of new products that are on offer. We are by far India’s largest motorcycle and three-wheeler exporter; even so, we will have to drive exports even higher. We will have to increase operational efficiencies everywhere. We will have to eliminate all unnecessary costs. And we will need to do so as a united Bajaj Auto team — all striving in unison to get back to more business irrespective of the spectre of COVID-19. Here, I agree with the sentiments echoed in this year’s Management Discussion and Analysis where it is written “We at Bajaj Auto are confident about our products, our customers and every one of our employees. A large and profitable company like ours has the financial strength to deal with the economic impact of this pandemic. We have people who have earned us the distinction of becoming The World’s Favourite Indian with industry-leading metrics.” If there is a manufacturing company which can convert this challenge into an opportunity, it is Bajaj Auto. I look forward to that happening in the course of FY2021, and beyond. In the meanwhile, stay safe. With best wishes, Rahul Bajaj Chairman 20 May 2020 8 l BAJAJ AUTO LIMITED MANAGEMENT DISCUSSION AND ANALYSIS “This is the time to speak the truth, the whole truth, frankly and boldly… This great Nation will endure as it has endured, will revive and will prosper. So, let me assert my firm belief that the only thing we have to fear is fear itself… which paralyzes efforts to convert retreat into advance.” Franklin Delano Roosevelt 32nd President of the United States of America Inaugural Address, 4 March 1933 President Roosevelt was speaking when the It also needs stating that much of the world Great Depression had wreaked havoc on the should come out of the slump by the last world economy. Between 1929 and 1932, quarter of CY2020, and that the global economy real GDP of the USA crashed by 25%. is projected to return to growth by CY2021. Private investment plummeted by 84%. Exports fell by 46%. And unemployment We at Bajaj Auto are confident about our ballooned by 607%. products, our customers and every one of our employees. A large and profitable company like It is important to put things in perspective. ours has the financial strength to deal with the economic impact of this pandemic. We have Compared to the Great Depression which people who have earned us the distinction of ravaged the USA, the United Kingdom, France, becoming The World’s Favourite Indian with Germany, Latin America, Japan, India and most industry-leading metrics. colonial possessions of the time for at least four long years — when global GDP fell by 15% Today, we are again open for business. Not fully, between 1929 and 1932 — the worst-case but in good measure. Soon enough, the effects of economic impact of the COVID-19 pandemic the lockdown will be things of the past. And then, pales to insignificance. Though terrible in the unified in our resolve and commitment, Bajaj number of worldwide infections and deaths, the Auto will roar back at full throttle! global economy is projected to contract by 3% in 2020 [International Monetary Fund, World We don’t fear fear. We know how to convert a Economic Outlook, April 2020]. challenge into opportunities. And we will. Even before the onset of COVID-19 in India, two things had become obvious. The first was that throughout FY2020, the country’s economic growth was slowing down. And the second was that the automotive sector was facing declining demand across the board. Let us start with India’s economic growth. The growth of real GDP was 5.9% in January-March 2019; then fell to 5.6% in April-June 2019; then yet again to 5.1% in July-September 2019; followed by 4.7% growth in October-December 2019.