Corporate governance is about promoting fairness, transparency, accountability, commitment to values, ethical business conduct and considering the interest of all stakeholders while conducting business.
In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto (‘the Listing Regulations, 2015’), given below are the corporate governance policies and practices of Bajaj Auto Ltd. (‘the Company’, ‘Bajaj Auto’ or ‘BAL’) for the year 2023-24 (or ‘FY2024’).
Philosophy
For us, corporate governance is a reflection of principles entrenched in our values and policies and also embedded in our day-to-day business practices, leading to value-driven growth. The commitment of the Bajaj group to the highest standards of good governance practices predates SEBI and the provisions of the Listing Regulations, 2015. Ethical dealings, transparency, fairness, disclosure and accountability are fundamental canons of the Bajaj group. Bajaj Auto Ltd. maintains the same tradition and commitment.
The Governance Structure
Bajaj Auto’s governance structure is based on the principles of freedom to the executive management within a given framework to ensure that the powers vested in the executive management are exercised with due care and responsibility so as to meet the expectations of all the stakeholders. In line with these principles, the Company has formed two tiers of governance structure viz.:
i.The Board of Directors and its Committees:- The Board conducts overall strategic supervision and control by setting goals and reporting mechanism and decision-making process with an intent to protect the interest and value creation for all the stakeholders. The Committees of the Board are focused on specific elements of the governance like audit and internal controls, financial reporting, risk management framework, appointment and remuneration of senior management personnel, implementation and monitoring of CSR activities in furtherance to the Company’s societal commitments.
ii.Executive Management:- The executive management is lead by the Managing Director and CEO who is ably assisted by the Executive Directors and the heads of Business Development, Finance, HR, R&D and other functional heads. The executive management is responsible for the day to day business, strategies, new projects and product development, financial and human resource management and policy matters.
Board of Directors
The Company’s policy is to have an appropriate blend of executive, independent and non-independent directors to maintain independence of the Board and to separate the Board functions of governance from that of management.
Composition
As per regulation 17(1)(b) of the Listing Regulations, 2015, where the Chairman is non-executive director or a promoter, at least half of the Board of a Company should consist of independent directors. The present composition of Bajaj Auto’s Board meets the said requirement.
As on 31 March 2024, the Board consisted of ten directors, of whom three were executive directors (including the Managing Director), two non-executive directors and five independent directors (including one woman independent director). The Board has no institutional nominee director.
Further the changes in the composition of the Board of Directors during FY2024 are mentioned in the Directors’ Report.
Selection, Appointment and Tenure of Directors
The Nomination and Remuneration Committee facilitate the Board in identification and selection of the directors who shall be of high integrity with relevant expertise and experience so as to have well diverse Board. The directors are appointed or re-appointed with the approval of the shareholders and shall remain in office in accordance with the provisions of the law.
Board Diversity Policy
In compliance with the provisions of the Listing Regulations, 2015, the Board through Nomination and Remuneration Committee has devised a policy on Board diversity. The Board comprises adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The directors are persons of eminence in areas such as business, industry, finance, economics, law, governance, etc. and bring with them experience and skills which add value to the performance of the Board and the Company while taking care of stakeholders’ interest. They take active part in the Board and Committee meetings by providing valuable guidance and expert advice to the Board and the Management on various aspects of business, governance, compliance, etc. and play critical role on strategic issues, which enhances the transparency and add value in the decision making process of the Board. The directors are selected purely on the basis of merit with no discrimination on race, colour, religion, gender or nationality. The Board composition as at present meets with the above objective.
A brief profile of the directors is available on the website of the Company at https://www.bajajauto.com/about-us/bajaj-team
Number of meetings of the Board
During FY2024, the Board met six times: 25 April 2023, 25 July 2023, 18 October 2023, 8 January 2024, 24 January 2024 and 19 March 2024. The gap between any two meetings was less than 120 days.
Attendance record of directors
|
Table 1: Composition of the Board and attendance record of directors for FY2024 |
||||||||||
|
Name of director |
Category |
Relationship with other directors |
No. of shares held by director |
No. of Board meetings attended |
Whether attended last AGM |
|||||
|
Niraj Bajaj |
Chairman, non-executive, non-independent |
Brother of Madhur Bajaj |
710,279* |
6/6 |
Yes |
|||||
|
Madhur Bajaj# (up to 24.01.2024) |
Vice Chairman, non-executive, non-independent |
Brother of Niraj Bajaj |
990,368* |
5/6 |
Yes |
|||||
|
Rajiv Bajaj |
Managing Director and CEO, executive |
Brother of Sanjiv Bajaj |
747,001* |
6/6 |
Yes |
|||||
|
Sanjiv Bajaj |
Non-executive, non-independent |
Brother of Rajiv Bajaj |
759,916* |
6/6 |
Yes |
|||||
|
D J Balaji Rao@ (up to 28.11.2023) |
Non-executive, independent |
– |
– |
3/6 |
Yes |
|||||
|
Pradeep Shrivastava |
Executive Director |
– |
75 |
5/6 |
Yes |
|||||
|
Dr. Naushad Forbes |
Non-executive, independent |
– |
3,500 |
6/6 |
Yes |
|||||
|
Anami N. Roy |
Non-executive, independent |
– |
– |
6/6 |
Yes |
|||||
|
Rakesh Sharma |
Executive Director |
– |
2,246 |
6/6 |
Yes |
|||||
|
Lila Poonawalla$ (up to 31.03.2024) |
Non-executive, independent |
– |
– |
6/6 |
Yes |
|||||
|
Pradip Shah |
Non-executive, independent |
– |
3,952 |
6/6 |
Yes |
|||||
|
Abhinav Bindra |
Non-executive, independent |
– |
– |
6/6 |
Yes |
Notes:
1. @ D J Balaji Rao, an independent director of the Company passed away on 28 November 2023.
2. # Madhur Bajaj resigned as Vice Chairman and non-executive, non-independent director of the Company w.e.f. closing hours of 24 January 2024.
3. $ Lila Poonawalla ceased to be an independent director of the Company upon completion of 5 year term w.e.f. closing hours of 31 March 2024.
4. Vinita Bali was appointed as an independent director for the first 5 year term w.e.f 1 April 2024.
5. * The equity shares also includes shares held in the capacity of trustee of private family trusts.
Directorships and memberships of Board Committees
|
Table 2: Number of directorships/committee positions of directors as on 31 March 2024 (including the Company) |
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|
Directorships |
Committee positions in listed and unlisted public limited companies |
|||||||||
|
Name of the director |
In equity listed companies |
In unlisted public limited companies |
In private limited companies |
As member (including as chairman) |
As chairman |
|||||
|
Niraj Bajaj |
3 |
4 |
7 |
1 |
– |
|||||
|
Rajiv Bajaj |
5 |
2 |
4 |
1 |
1 |
|||||
|
Sanjiv Bajaj |
5 |
5 |
8 |
7 |
– |
|||||
|
Pradeep Shrivastava |
1 |
– |
– |
– |
– |
|||||
|
Dr. Naushad Forbes |
5 |
1 |
7 |
7 |
2 |
|||||
|
Anami N. Roy |
7 |
3 |
1 |
10 |
5 |
|||||
|
Rakesh Sharma |
1 |
2 |
– |
1 |
– |
|||||
|
Lila Poonawalla |
2 |
4 |
– |
6 |
3 |
|||||
|
Pradip Shah |
7 |
2 |
7 |
9 |
4 |
|||||
|
Abhinav Bindra |
2 |
1 |
4 |
1 |
– |
|||||
Notes: None of the directors hold office as a director, including as an alternate director, in more than twenty companies at the same time. None of them has directorships in more than ten public companies. For reckoning the limit of public companies, directorships of private companies that are either holding or subsidiary company of a public company are included; for reckoning the limit of private and public companies, directorships in dormant companies and companies under section 8 of the Companies Act, 2013 (‘the Act’) are excluded.
As per the declarations received, none of the directors serve as an independent director in more than seven equity listed companies or in more than three equity listed companies in case he or she is a whole-time director/managing director in any listed company. Further, the Managing Director of Bajaj Auto does not serve as an independent director in any equity listed company.
For the purpose of considering the limit of the committees in which a director can serve, all public limited companies, whether listed or not, have been included and all other companies including private limited companies, foreign companies and companies under section 8 of the Act have been excluded.
None of the directors was a member in more than ten committees nor a chairperson in more than five committees across all companies in which he/she was a director. Only audit committees and stakeholders’ relationship committees are considered for the purpose of reckoning committee positions.
Notwithstanding the number of directorships, as has been highlighted herein, the outstanding attendance record and participation of the directors in Board and Committee meetings indicate their commitment and ability to devote adequate time to their responsibilities as the Company’s fiduciaries.
Directorships held by directors in listed companies
|
Table 3: Name of listed entities (including debt listed companies) where directors of the Company held directorships as on 31 March 2024 (including the Company) |
|
Name of director |
Name of listed entities |
Category |
||
|
Niraj Bajaj |
a.Bajaj Auto Ltd. |
Chairman, non-executive |
||
|
b.Bajaj Holdings & Investment Ltd. |
Vice Chairman, non-executive |
|||
|
c.Mukand Ltd. |
Chairman and Managing Director, executive |
|||
|
Rajiv Bajaj |
a.Bajaj Auto Ltd. |
Managing Director and CEO, executive |
||
|
b.Bajaj Holdings & Investment Ltd. |
Non-executive |
|||
|
c.Bajaj Finserv Ltd. |
Non-executive |
|||
|
d.Bajaj Finance Ltd. |
Non-executive |
|||
|
e.Bajaj Electricals Ltd. |
Non-executive |
|||
|
Sanjiv Bajaj |
a.Bajaj Auto Ltd. |
Non-executive |
||
|
b.Bajaj Holdings & Investment Ltd. |
Managing Director and CEO, executive |
|||
|
c.Bajaj Finserv Ltd. |
Chairman and Managing Director, executive |
|||
|
d.Bajaj Finance Ltd. |
Chairman, non-executive |
|||
|
e.Maharashtra Scooters Ltd. |
Chairman, non-executive |
|||
|
f.Bajaj Housing Finance Ltd. (high value debt listed) |
Chairman, non-executive |
|||
|
Pradeep Shrivastava |
a.Bajaj Auto Ltd. |
Executive |
||
|
Dr. Naushad Forbes |
a.Bajaj Auto Ltd. |
Non-executive, independent |
||
|
b.Bajaj Holdings & Investment Ltd. |
Non-executive, independent |
|||
|
c.Bajaj Finserv Ltd. |
Non-executive, independent |
|||
|
d.Bajaj Finance Ltd. |
Non-executive, independent |
|||
|
e.Zodiac Clothing Company Ltd. |
Non-executive, independent |
|||
|
Anami N. Roy |
a.Bajaj Auto Ltd. |
Non-executive, independent |
||
|
b.Bajaj Holdings & Investment Ltd. |
Non-executive, independent |
|||
|
c.Bajaj Finserv Ltd. |
Non-executive, independent |
|||
|
d.Bajaj Finance Ltd. |
Non-executive, independent |
|||
|
e.Glaxosmithkline Pharmaceuticals Ltd. |
Non-executive, independent |
|||
|
f.Finolex Industries Ltd. |
Non-executive, independent |
|||
|
g.Bajaj Housing Finance Ltd. (high value debt listed) |
Non-executive, independent |
|||
|
h.Siemens Ltd. |
Non-executive, independent |
|||
|
Rakesh Sharma |
a.Bajaj Auto Ltd. |
Executive |
||
|
Lila Poonawalla |
a.Bajaj Auto Ltd. |
Non-executive, independent |
||
|
b.Maharashtra Scooters Ltd. |
Non-executive, independent |
|||
|
Pradip Shah |
a.Bajaj Auto Ltd. |
Non-executive, independent |
||
|
b.Bajaj Holdings & Investment Ltd. |
Non-executive, independent |
|||
|
c.Kansai Nerolac Paints Ltd. |
Chairman, non-executive, independent |
|||
|
d.Pfizer Ltd. |
Chairman, non-executive, independent |
|||
|
e.KSB Ltd. |
Non-executive, independent |
|||
|
f.BASF India Ltd. |
Chairman, non-executive, independent |
|||
|
g.Sonata Software Ltd. |
Chairman, non-executive, independent |
|||
|
Abhinav Bindra |
a.Bajaj Auto Ltd. |
Non-executive, independent |
||
|
b.Bajaj Holdings & Investment Ltd. |
Non-executive, independent |
Opinion of the Board
The Board confirms that, in its opinion, the independent directors fulfill the conditions specified in the Listing Regulations, 2015 and the Act and are independent of the management.
Certificate from Practising Company Secretary
The Company has received a certificate from Shyamprasad D Limaye, Practising Company Secretary to the effect that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of the Company by the Ministry of Corporate Affairs or any other statutory authority. The certificate forms part of this Corporate Governance Report.
Meetings, Information supplied to the Board, Proceedings, etc.
Meetings
The Board generally meets five times in a year. Additional meetings are called as and when required. The maximum time interval between any two meetings did not exceed 120 days. The Company adheres to the secretarial standards on the Board and Committee meetings as prescribed by the Institute of Company Secretaries of India. The annual calendar of meetings is broadly determined well before the beginning of the year to enable the directors to plan their schedule and attendance at the meeting.
All Board members are invited and encouraged to attend Committee meetings, even if they are not members.
Information supplied to the Board
In advance of each meeting, the Board is presented with relevant information in the form of agenda notes/presentation on various matters related to the working of the Company, especially those which require deliberation at the highest level. Presentations are also made from time to time to the Board by different functional heads on important matters and key elements of each business. Directors have separate and independent access to the officers of the Company. In addition to such items as required to be placed before the Board for its noting and/or approval, information is provided on various other significant items as well.
In terms of quality and importance, the information supplied by the management to the Board of the Company exceeds the list mandated under regulation 17(7) read with Part A of Schedule II to the Listing Regulations, 2015.
The independent directors of the Company at their meeting held on 19 March 2024 have expressed satisfaction on the quality, quantity and timeliness of flow of information between the Company’s management and the Board and have confirmed that these significantly aid the Board to effectively and reasonably perform its duties.
Pursuant to various regulatory requirements and in compliance with applicable laws and keeping in view the business requirements, the Board is, inter alia, apprised on the following:
●Business plans, forecast and strategic initiatives.
●Capital expenditure and updates.
●Internal financial controls.
●Succession planning and organisation structure.
●Details of incidence of frauds and corrective action taken thereon.
●Performance of subsidiaries.
●Status of compliances with Companies Act, 2013, SEBI regulations and shareholder related matters.
●Various policies framed by Company from time to time.
●Risk management system, Risk Management Policy and strategy followed.
●Compliance with corporate governance standards.
●Changes in regulatory landscape.
To leverage technology and move towards paperless systems, the Company has, since several years, adopted a web-based application for transmitting Board/Committee meetings agenda and other enclosures. This application meets the high standards of security and integrity required for storage and transmission of Board/Committee documents in electronic form.
Proceedings
Apart from the Board members, the Chief Business Development Officer, the CFO and Company Secretary attend all the Board meetings. Other senior management executives are invited as and when necessary.
At the meeting, apart from business plans, capex and investment proposal and financial results, all material developments, statutory and governance matters are presented to the Board/respective Committees. The Chairman of various Board Committees brief the Board on all the important matters discussed and decided at their respective Committee meetings, which are generally held prior to the Board meeting.
Non-executive directors’ compensation
The shareholders of the Company through a special resolution passed at the annual general meeting of the Company held on 22 July 2021 have, by way of an enabling provision, approved payment of commission up to a sum not exceeding one percent of the net profits of the Company, calculated in accordance with the provisions of section 197 and 198 of the Act, to the non-executive directors, in the manner as may be decided by the Board of Directors from time to time during the five year term up to 31 March 2026.
Consistent with this approval from the shareholders, the Company pays sitting fee of ₹ 100,000 per meeting to its non-executive directors for attending meetings of the Board and meetings of Committees of the Board (except Duplicate Share Certificate Issuance Committee) as member. The Company also pays commission to the non-executive directors within the ceiling of one percent of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided by the Board of Directors on the recommendation of the Nomination and Remuneration Committee and distributed amongst the non-executive directors. At present, the commission is paid @ ₹ 315,000 per meeting of the Board and/or Committees.
Compensation to the non-executive (including independent) directors reflects the time, effort, attendance and participation of such directors in Board and Committee meetings. Payment to them is linked to their attendance.
The Company has adopted the Bajaj Auto Employee Stock Option Scheme 2019 for the benefit of the permanent employees and/or directors of the Company and/or its holding (if any, in future) and subsidiary company(ies), but excluding independent directors and any employee who is a promoter or belonging to the promoter group.
Directors and Officers Liability Insurance (D&O Policy)
The Company has in place a D&O Policy which is renewed every year. It covers directors (including independent directors) and officers of the Company and its subsidiaries. The Board is of the opinion that the quantum and risks presently covered are adequate.
Orderly succession to Board and Senior Management
One of the key functions of the Board of Directors is selecting, compensating, monitoring and when necessary, replacing the members of the Board of Directors and the Senior Managerial Personnel including the KMPs and overseeing their succession planning.
Pursuant to regulation 17(4) of the Listing Regulations, 2015, the framework of succession planning for the Board and senior management was placed before the Board for its review. During the year under review, the Board of the Company has satisfied itself that the plans are in place for orderly succession of such appointments.
Review of legal compliance reports
The company has a legal compliance reporting system in place and the same is reviewed from time to time.
The Board periodically reviews compliance reports with respect to the various laws applicable to the Company, as prepared and placed before it by the management.
Code of conduct
Regulation 17(5) of the Listing Regulations, 2015, requires listed companies to lay down a code of conduct for its directors and senior management, incorporating duties of directors as laid down in the Act.
The Company has a Board approved Code of Conduct for Board members and senior management of the Company. Based on the review, the Code of Conduct was revised in line with applicable regulations and approved by the Board at its meeting held on 25 April 2023. The updated Code has been placed on the Company’s website at https://www.bajajauto.com/investors/policies-codes
All directors and senior management personnel have affirmed compliance with the Code for FY2024. A declaration to this effect signed by the Managing Director and CEO is given in this Annual Report.
Maximum tenure of independent directors
The maximum tenure of independent directors is in accordance with the Act and regulation 25(2) of the Listing Regulations, 2015.
Formal letter of appointment to independent directors
The Company issues a formal letter of appointment to independent directors in the manner as provided in the Act. As per regulation 46(2) of the Listing Regulations, 2015, the terms and conditions of appointment/re-appointment of independent directors are on the Company’s website at https://www.bajajauto.com/investors/miscellaneous
Performance evaluation of the Board, its Committees, the Chairman and the Directors
Pursuant to the provisions of the Act and the Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance and that of its committees, chairman and individual directors.
The manner in which the formal annual evaluation of performance was made by the Board is given below:
●The evaluation criteria and the process to be followed have been duly approved by the Nomination and Remuneration Committee and the Board and were found to be in order. This is available on the website of the Company at https://www.bajajauto.com/investors/policies-codes
●Based on the said criteria, a questionnaire-cum-rating sheet was uploaded on an online IT tool for seeking evaluation rating and feedback of the directors in the most confidential manner with regards to the performance of the Board, its committees, the chairperson and individual directors.
●From the individual ratings received from the directors, a report on summary of the ratings in respect of performance evaluation of the Board, its committees, the chairman and directors and a consolidated report thereof for FY2024 were arrived at.
●The Chairman of the Board held one to one conversation with the independent directors to seek their feedback about the overall functioning of the Board and its committees.
●The report of performance evaluation so arrived at was then discussed and noted by the Board at its meeting held on 19 March 2024 and the Board expressed its satisfaction with the outcome of the performance evaluation.
●Based on the report of performance evaluation, the Board and Nomination and Remuneration Committee determined, as required under law that the term of independent directors may continue.
●Details on the evaluation of independent directors, non-independent directors and Chairperson of the Board as carried out by the independent directors at their meeting held on 19 March 2024 have been furnished in a separate para elsewhere in this Report.
Remuneration Policy
On the recommendation of the Nomination and Remuneration Committee, the Board has framed a Remuneration Policy. This policy, inter alia, provides (a) the criteria for determining qualifications, positive attributes and independence of directors (b) a policy on remuneration for directors, key managerial personnel and other employees and (c) details of the employee stock option scheme.
The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The said Remuneration Policy as in force is placed on the Company’s website at https://www.bajajauto.com/investors/policies-codes
Familiarisation programme
To familiarise independent directors with the Company’s operations, as required under regulation 25(7) of the Listing Regulations, 2015, the Company has held various programmes/presentations for the independent directors throughout the year on an ongoing and continuous basis. Details of these are placed on https://www.bajajauto.com/investors/policies-codes
As and when a new director is appointed, as part of the process of induction, the Company has the practice of familiarising the new director with information on various aspects of the Company’s business, including the following:
●Visit to the manufacturing plant.
●Meeting with the key executives of the Company.
●Apprising with the Company’s Code of Conduct for directors, Insider Trading Codes, etc.
During FY2024, the directors were updated extensively on the following through presentations at Board meetings:
●Two-wheeler, Three-wheelers and EV business.
●Industry trends and competition (Domestic and International).
●Annual business plan and its performance review.
●Risk management framework including functional/business risks, external risks and risk mitigation strategies.
●Succession planning and talent and leadership development.
●Internal controls, regulatory frameworks and compliance.
Whistle Blower Policy/Vigil Mechanism
The Company has a Whistle Blower Policy encompassing vigil mechanism pursuant to the requirements of the section 177(9) of the Act and regulation 22 of the Listing Regulations, 2015.
The Whistle Blower Policy/vigil mechanism provides a route for directors/employees to report, without fear of victimisation, any unethical behaviour, suspected or actual fraud, violation of the Company’s code of conduct and instances of leak of unpublished price sensitive information, which are detrimental to the organisation’s interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimisation or any other unfair employment practice.
The said policy has been appropriately communicated to the employees within the organisation and also has been placed on the Company’s website at https://www.bajajauto.com/investors/policies-codes
The directors in all cases and employees in appropriate cases have direct access to the chairman of the Audit Committee. The Company affirms that no employee has been denied access to the Audit Committee, which is charged with overseeing this policy.
During the year, one complaint was received under the above mechanism. This was in the nature of an employee engaging into fraudulent practice for his personal gain resulting into financial loss to the Company. Appropriate actions have been taken in the matter including termination of employee, blacklisting of the firm engaged in the fraudulent activities and reporting the matter to the statutory auditors and the Audit Committee. The financial impact of the reported case was insignificant and caused no material damages to the Company.
Dividend Distribution Policy
The Company has adopted a revised Dividend Distribution Policy during the year. More particulars are given in the Directors’ Report. The said policy also has been placed on the Company’s website at https://www.bajajauto.com/investors/policies-codes
Subsidiary companies
The Company has two Indian subsidiaries, viz. Chetak Technology Ltd. and Bajaj Auto Credit Ltd. and five overseas subsidiaries, viz. PT Bajaj Auto Indonesia, Bajaj Auto International Holdings BV, Netherlands, Bajaj Auto (Thailand) Ltd., Bajaj Auto Spain, S.L.U. and Bajaj Do Brasil Comercio De Motocicletas Ltda. None of these subsidiaries are ‘material subsidiaries’ as defined under regulation 16(1)(c) of the Listing Regulations, 2015.
The Company’s policy for determination of material subsidiary in terms of regulation 16(1)(c) of the Listing Regulations, 2015 is placed on the Company’s website at https://www.bajajauto.com/investors/policies-codes
Provisions to the extent applicable and as required under regulation 24 of the Listing Regulations, 2015 with reference to subsidiary companies were duly complied with.
During the year, the Audit Committee reviewed the financial statements (in particular, the investments made) of its unlisted subsidiary companies, to the extent applicable. Minutes of the Board meetings of the subsidiary companies as well as a statement of significant transactions and arrangements entered into by the subsidiaries, as applicable, were regularly placed before the Board of the Company.
During FY2024, no company became or ceased to be our subsidiary or joint venture company.
Related party transactions
All related party transactions (RPTs) which were entered into by the Company during the year under review, were on an arm’s length basis and in the ordinary course of business and were not material in nature as defined in regulation 23 of the Listing Regulations, 2015.
All RPTs during FY2024 were entered into with the approval of the Audit Committee. On a quarterly basis, details of such transactions were placed before the Audit Committee for noting/review.
During the year, the Company entered into one related party transaction attracting provision of section 188 of the Act, wherein Rishabnayan Bajaj, son of the Rajiv Bajaj, Managing Director and CEO was appointed to the office or place of profit on monthly/annual remuneration in excess of limits prescribed under the section 188 of the Act. Necessary approval of the shareholders was obtained through postal ballot.
A statement showing the disclosure of transactions with related parties as required under Indian Accounting Standard 24 (Ind AS-24) is set out separately in this Annual Report. Disclosures relating to RPTs on a half-yearly basis are filed with the stock exchanges.
Further, all the requirements, including the additional disclosure requirements with regard to loans and advances to subsidiaries, associates and firms/companies in which directors are interested have been duly complied.
The policy on materiality of RPTs stipulating threshold limits and also on dealing with RPTs including material modifications definitions which was approved by the Board pursuant to the amended Listing Regulations, 2015, has been placed on the Company’s website at https://www.bajajauto.com/investors/policies-codes.
Disclosures
Suitable disclosures have been made in the financial statements, together with the management’s explanation in the event of any treatment being different from that prescribed in the Ind AS.
Core skills/Expertise/Competencies
For the effective functioning of the Board, the directors amongst themselves should have a balance of skills, experience and diversity of perspectives appropriate to the Company.
As stipulated under Schedule V of the Listing Regulations, 2015, core skills/expertise/competencies, as required in the context of the business and sector, the Board has identified the following skills/expertise/competencies for its effective functioning and those actually available with the Board:
1. Business and Industry, Management
Domain knowledge in business and understanding of business environment, optimising the development in the industry for improving the Company’s business.
2. Strategic Insight
Ability to evaluate competitive corporate and business strategies and, based thereon, contribute towards progressive refinement of the Company’s strategies.
3. Financial Expertise
Understanding of financial policies and financial reporting processes, accounting, taxation, risk management, internal control, capital allocation, resource utilisation.
4. Governance and Compliance
Experience in developing governance and compliance practices, serving the best interests of all stakeholders, maintaining Board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values.
The Chart/matrix of such core skills/expertise/competencies of each director as on the date of this Report is as under:
|
Name of director |
Designation |
Core skills/expertise/ competencies of directors |
||
|
Niraj Bajaj |
Chairman |
Business and Industry, Management and Strategy, Commercial, Financial Expertise, Governance and Compliance and such other areas. |
||
|
Madhur Bajaj (Up to 24.01.2024) |
Vice Chairman |
Business, Management and Strategy, Global Business Leadership, Project Management, Governance, CSR, Sustainability and NGO matters. |
||
|
Rajiv Bajaj |
Managing Director and CEO |
Business and Industry, Management and Strategy, Product Development and Manufacturing and Sales Operations, CSR and Sustainability. |
||
|
Sanjiv Bajaj |
Non-executive Director |
Business and Industry, Management and Strategy, Financial Expertise, Information Technology, Human Resources, Governance and Compliance. |
||
|
D J Balaji Rao (Up to 28.11.2023) |
Independent Director |
Management and Strategy, Operations, Finance and Taxation, Banking and Treasury, Financial Expertise, Audit and Risk Management, Governance and Compliance. |
||
|
Pradeep Shrivastava |
Executive Director |
Management and Strategy, Manufacturing and Operations, Project Management, CSR and Sustainability. |
||
|
Dr. Naushad Forbes |
Independent Director |
Management and Strategy, Operations, Human Resources and Industrial Relations, Finance and Taxation, Governance and Compliance, CSR and Sustainability. |
||
|
Anami N. Roy |
Independent Director |
Human Resources and Industrial Relations, Governance and Compliance, Law, Banking, Investment and Treasury Management, CSR and Sustainability. |
||
|
Rakesh Sharma |
Executive Director |
Management and Strategy, Global Business Operations, Marketing and Sales, Project Management. |
||
|
Lila Poonawalla (Up to 31.03.2024) |
Independent Director |
Management and Strategy, Manufacturing, Human Resources and Industrial Relations, CSR and Sustainability. |
||
|
Pradip Shah |
Independent Director |
Strategy, Finance and Taxation, Governance and Compliance and such other areas. |
||
|
Abhinav Bindra |
Independent Director |
Strategy, CSR and Sustainability, Academics, Education, Sports and Administration. |
||
|
Vinita Bali (w.e.f. 01.04.2024) |
Independent Director |
Management and Strategy, Sales and Marketing, Brand Building, CSR and Sustainability. |
Audit Committee
The Company has constituted an Audit Committee. The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Act and the Listing Regulations, 2015.
In compliance with the provisions of the Act and the Listing Regulations, 2015, all members of the Audit Committee are independent, non-executive directors, are financially literate and have accounting or related financial management expertise.
The following terms of reference of the Committee are in accordance with the Act and the Listing Regulations, 2015:
1.Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2.Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3.Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4.Reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the Board for approval, with particular reference to:
a.Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.
b.Changes, if any, in accounting policies and practices and reasons for the same.
c.Major accounting entries involving estimates based on the exercise of judgment by management.
d.Significant adjustments made in the financial statements arising out of audit findings.
e.Compliance with listing and other legal requirements relating to financial statements.
f.Disclosure of any related party transactions.
g.Qualifications in the draft audit report.
5.Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6.Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter;
7.Review and monitor the auditors’ independence and performance and effectiveness of audit process;
8.Approval or any subsequent modification of transactions of the Company with related parties;
9.Scrutiny of inter-corporate loans and investments;
10.Valuation of undertakings or assets of the company, wherever it is necessary;
11.Evaluation of internal financial controls and risk management systems;
12.Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13.Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14.Discussion with internal auditors of any significant findings and follow up thereon;
15.Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
16.Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17.To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18.To review the functioning of the Whistle Blower mechanism;
19.Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20.Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
21.To review the utilization of loans, advances or both in the subsidiary company(ies) which shall not exceed ₹ 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments existing as on 1 April 2019;
22.To review management discussion and analysis of financial condition and results of operations;
23.To review and approve statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
24.To review management letters/letters of internal control weaknesses issued by the statutory auditors;
25.To review internal audit reports relating to internal control weaknesses;
26.To review the appointment, removal and terms of remuneration of the chief internal auditor;
27.To review statement of deviations:
a.quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of regulation 32(1) of the Listing Regulations, 2015.
b.annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice in terms of regulation 32(7) of the Listing Regulations, 2015.
28.To review compliance with the provisions of regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 at least once in a financial year and verify that the systems for internal control are adequate and are operating effectively.
Meetings and attendance
During FY2024, the Audit Committee met five times: 25 April 2023, 25 July 2023, 18 October 2023, 24 January 2024 and 19 March 2024.
.
|
Table 4: Composition of the Audit Committee and attendance of members for FY2024 |
||||
|
Name of director |
Category |
No. of meetings attended |
||
|
Anami N. Roy |
Chairman, non-executive, independent |
5/5 |
||
|
D J Balaji Rao* |
Non-executive, independent |
3/5 |
||
|
Dr. Naushad Forbes |
Non-executive, independent |
5/5 |
||
|
Pradip Shah |
Non-executive, independent |
5/5 |
||
* D J Balaji Rao, an independent director of the Company passed away on 28 November 2023.
Vinita Bali, an independent director was appointed as a member of the Audit Committee w.e.f. 18 April 2024.
In addition to members of the Audit Committee, these meetings were attended by the heads of finance and internal audit functions, the statutory auditor of the Company and such executives who were considered necessary for providing inputs to the Committee.
The company secretary acted as the secretary to the Audit Committee.
The Audit Committee, inter alia, discussed and deliberated on the internal audit reports, financial results, related party transactions including granting of omnibus approval, investment related reports, utilisation of loans and/or advances from/investment by the Company in subsidiaries, whistle blower/PoSH complaints, appointment/re-appointment of statutory auditor.
Anami N. Roy, chairman of the Audit Committee, was present at the previous annual general meeting of the Company held on 25 July 2023.
During FY2024, the Board had accepted all recommendations of the Committee.
Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee (‘NRC’). The terms of reference of the Committee are in accordance with the Act and the Listing Regulations, 2015. The Committee also acts as a Compensation Committee for implementation of the Bajaj Auto Employee Stock Option Scheme 2019.
The terms of reference of the Committee are as under:
1.To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and to specify the manner for effective evaluation of performance of Board, its committees, chairperson and individual directors to be carried out by the Board, by the NRC or by an independent external agency and review its implementation and compliance;
2.To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;
3.While formulating the policy, to ensure that –
a.the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
b.relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c.remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
4.To take into account financial position of the Company, trend in the industry, appointee’s qualifications, experience, past performance, past remuneration, etc. and bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders while approving the remuneration payable to managing director, whole-time director or manager;
5.To lay down/formulate the evaluation criteria for performance evaluation of independent directors and the Board;
6.To devise a policy on Board diversity;
7.To recommend to Board, whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
8.To review and approve the remuneration and change in remuneration payable to whole-time director(s);
9.To act as the Compensation Committee under SEBI (Share Based Employee Benefits) Regulations, 2014 (including amendment thereof) for Bajaj Auto Employee Stock Option Scheme 2019;
10.To recommend to Board, all remuneration payable to senior management (i.e., members of the core management team, i.e., members one level below the chief executive officer/managing director/whole-time director) and shall specifically include company secretary and chief financial officer; and
11.To evaluate, for every appointment of an independent director, the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a.use the services of external agencies, if required;
b.consider candidates from a wide range of backgrounds, having due regard to diversity; and
c.consider the time commitments of the candidates.
Meetings and attendance
During FY2024, the Committee met four times: 25 April 2023, 25 July 2023, 24 January 2024 and 19 March 2024.
|
Table 5: Composition of Nomination and Remuneration Committee and attendance of its members for FY2024 |
||||
|
Name of director |
Category |
No. of meetings attended |
||
|
Dr. Naushad Forbes* |
Chairman, non-executive, independent |
4/4 |
||
|
D J Balaji Rao* |
Chairman, non-executive, independent |
2/4 |
||
|
Niraj Bajaj |
Non-executive, non-independent |
4/4 |
||
|
Abhinav Bindra |
Non-executive, independent |
4/4 |
||
*Subsequent to the demise of D J Balaji Rao on 28 November 2023 the Board of Directors appointed Dr. Naushad Forbes as a Chairman of the Committee w.e.f. 24 January 2024.
The company secretary acted as the secretary to this Committee.
As provided under the terms of reference of the Nomination and Remuneration Committee, the members, inter alia, discussed and deliberated on re-appointment of independent directors, remuneration payable to senior management, directors and key managerial personnel, review of performance evaluation process and criteria, grant of stock options, etc.
D J Balaji Rao, chairman of the Nomination and Remuneration Committee, was present at the previous annual general meeting of the Company held on 25 July 2023.
During FY2024, the Board had accepted all recommendations of the Committee.
Remuneration of directors
Pecuniary relationship/transaction with non-executive directors
During FY2024, there was no pecuniary relationship or transaction with any non-executive director of the Company, apart from their remuneration as directors.
The register of contracts is maintained by the Company pursuant to section 189 of the Act. This is signed by all the directors present at respective Board meetings.
During FY2024, the Company did not advance any loans to any of the non-executive directors and/or the managing director.
Criteria of making payments to non-executive directors
As stated earlier, the revised Remuneration Policy dated 25 April 2023, disclosing the criteria of making payments to directors, key managerial personnel and employees is placed on the Company’s website at https://www.bajajauto.com/investors/policies-codes
Details of remuneration to directors
Non-executive directors
As stated earlier in this report, non-executive directors are paid sitting fees and commission.
Executive directors
Managing Director and Chief Executive Officer (‘MD’) and two Executive directors (‘EDs’) are paid salaries, perquisites and allowances, companies contribution to provident fund, etc. The Executive directors are entitled to superannuation benefits payable in the form of an annuity from an approved life insurance company, which forms part of the perquisites allowed to them.
During the year, none of the directors were paid any performance-linked incentive, apart from Pradeep Shrivastava and Rakesh Sharma, who are Executive directors.
The tenure of MD and EDs is of five years each. MD and EDs are also entitled to other perquisites and benefits mentioned in the agreement entered into by them with the Company.
Details of remuneration paid to the non-executive and executive directors are given below:
|
Table 6: Remuneration paid/payable to directors for FY2024 |
||||||||||
|
(Amount in ₹) |
||||||||||
|
Name of director |
Category |
Sitting fees |
Salary and perquisites |
Commission |
Total |
|||||
|
Niraj Bajaj |
Chairman, non-executive, non-independent |
1,100,000 |
– |
3,465,000 |
4,565,000 |
|||||
|
Madhur Bajaj* |
Vice Chairman, non-executive, non-independent |
500,000 |
– |
1,575,000 |
2,075,000 |
|||||
|
Rajiv Bajaj |
Managing Director and CEO, executive |
– |
211,473,553 |
326,062,800 |
537,536,353 |
|||||
|
Sanjiv Bajaj |
Non-executive, non-independent |
600,000 |
– |
1,890,000 |
2,490,000 |
|||||
|
D J Balaji Rao# |
Non-executive, independent |
1,000,000 |
– |
3,150,000 |
4,150,000 |
|||||
|
Pradeep Shrivastava |
Whole-time Director, executive |
– |
156,172,680 |
– |
156,172,680 |
|||||
|
Dr. Naushad Forbes |
Non-executive, independent |
1,600,000 |
– |
5,040,000 |
6,640,000 |
|||||
|
Anami N. Roy |
Non-executive, independent |
1,400,000 |
– |
4,410,000 |
5,810,000 |
|||||
|
Rakesh Sharma |
Whole-time Director, executive |
– |
120,798,813 |
– |
120,798,813 |
|||||
|
Lila Poonawalla |
Non-executive, independent |
700,000 |
– |
2,205,000 |
2,905,000 |
|||||
|
Pradip Shah |
Non-executive, independent |
1,500,000 |
– |
4,725,000 |
6,225,000 |
|||||
|
Abhinav Bindra |
Non-executive, independent |
1,200,000 |
– |
3,780,000 |
4,980,000 |
|||||
# D J Balaji Rao, an independent director of the Company passed away on 28 November 2023.
* Madhur Bajaj resigned as non-executive, non-independent director of the Company w.e.f. closing hours of 24 January 2024.
Bajaj Auto Employee Stock Option Scheme 2019 (BAL-ESOS 2019/the Scheme)
BAL-ESOS 2019 has been formulated by the Nomination and Remuneration Committee of the Board to provide competitive remuneration opportunities to employees of the Company, through annual and long-term incentive plans. During the year, 25,196 options each were granted to the Executive directors and other eligible employees at a grant price of ₹ 4,332.10, being the closing market price on the NSE on the day preceding the date of grant. These grants will vest over a period of four years (25% every year) after a period of one year from the date of grant.
SEBI has introduced new regulations governing stock options granted by the Company vide its notification dated 13 August 2021, i.e., SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The new regulations have enlarged the scope of ESOP framework, mainly in case of retirement or superannuation, resignation, holding and subsidiary companies, etc.
The Board of Directors at its meeting held on 19 March 2024 has approved the below revision to the Scheme, subject to the approval of the shareholders of the Company.
|
Sr. No. |
Revision to the Scheme |
|
|
1. |
To extend the scope of the ESOP scheme to the employees of the group companies and associate companies, in addition to the employees of holding and subsidiary companies. |
|
|
2. |
In case of retirement: a.The vesting schedule of all the unvested options shall continue as per the respective grants. b.Vested options to be exercised before the expiry as specified for each grant. Provided that in case of retirement, the Compensation Committee shall have the power to alter the vesting schedule for all grants other than grants where 12 months are not completed. |
|
|
3. |
An employee transferred/deputed to holding/subsidiary/associate or group company will not be treated as resignation and vesting of options granted will continue as per vesting schedule. |
|
|
4. |
Death/Permanent Incapacity: Vested and unvested options to be exercised by legal heirs/nominee/employee within 18 months from the date of event. |
More details about revision in the Scheme is given in the explanatory statement to the Notice of the ensuing Annual General Meeting of the Company.
Risk Management Committee
In compliance with the provisions of the Listing Regulations, 2015 and the Act, the Board has constituted a Risk Management Committee. The detailed terms of reference of the Committee are as under:
1.To formulate detailed Risk Management Policy which shall include:
a.A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.
b.Measures for risk mitigation including systems and processes for internal control of identified risks.
c.Business continuity plan.
2.To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
3.To monitor and oversee implementation of the Risk Management Policy, including evaluating the adequacy of risk management systems;
4.To periodically review the Risk Management Policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
5.To keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken;
6.The appointment, removal and terms of remuneration of the chief risk officer (if any) shall be subject to review by the Risk Management Committee;
7.The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of directors;
8.To perform such other functions as the Board may deem fit from time to time, which shall also cover cyber security.
The Company has a Board approved risk management framework. The Committee and the Board periodically review the Company’s risk assessment and minimisation procedures to ensure that management identifies, controls and mitigate various risks through a properly defined framework.
During FY2024, the Company neither traded in nor had any exposure in commodities markets.
Meetings and attendance
During FY2024, the Committee met three times: 6 September 2023, 18 October 2023 and 19 March 2024. The frequency of the meetings has been maintained to have a closer oversight of the risk management practices and to meet the amended Listing Regulations, 2015.
|
Table 7: Composition of the Risk Management Committee and attendance record of its members for FY2024 |
||||
|
Name of director |
Category |
No. of meetings attended |
||
|
Anami N. Roy |
Chairman, non-executive, independent |
3/3 |
||
|
Pradip Shah* |
Non-executive, independent |
3/3 |
||
|
Dinesh Thapar* |
Chief financial officer |
3/3 |
||
|
D J Balaji Rao# |
Non-executive, independent |
2/3 |
||
|
Rakesh Sharma* |
Whole-time Director, executive |
0/3 |
||
*Rakesh Sharma ceased to be a member of the Committee and Pradip Shah and Dinesh Thapar appointed as a member of the Committee w.e.f. 25 July 2023.
#D J Balaji Rao, an independent director and a member of the Committee passed away on 28 November 2023.
During FY2024, the Board accepted all recommendations of the Committee.
Stakeholders’ Relationship Committee
The Board has constituted a Stakeholders’ Relationship Committee to specifically oversee shareholders’ and investors’ grievances on matters relating to transfer/transmission of shares, non-receipt of dividend, transfer of dividend and shares to IEPF Authority, etc. The terms of reference of the Committee are in accordance with the Act and the Listing Regulations, 2015 and the same are as under:
1.To resolve the grievances of the security holders including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;
2.Review measures taken for effective exercise of voting rights by shareholders;
3.Review adherence to the service standards adopted by the Company in respect of various services being rendered by the share transfer agent;
4.Review various measures and initiatives taken for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.
During FY2024, the Committee met on 24 January 2024 to review the status of various matters relating to investors’ services. At the meeting, the Committee also reviewed the service standards of the Company’s share transfer agent and the measures taken for timely and effective investors’ grievance redressal that can facilitate better investor services and relations. The Board was apprised of all the major developments on investors’ issues through various reports and statements furnished from time to time throughout the year.
Meetings and attendance
|
Table 8: Composition of Stakeholders’ Relationship Committee and attendance record of members for FY2024 |
||||
|
Name of director |
Category |
Attendance at the meeting held on 24 January 2024 |
||
|
Pradip Shah*# |
Chairman, non-executive, independent |
Yes |
||
|
D J Balaji Rao# |
Chairman, non-executive, independent |
No |
||
|
Niraj Bajaj |
Non-executive, non-independent |
Yes |
||
|
Lila Poonawalla |
Non-executive, independent |
Yes |
||
|
Abhinav Bindra* |
Non-executive, independent |
Yes |
||
* Pradip Shah and Abhinav Bindra appointed as a member of the Committee w.e.f. 25 July 2023.
# Subsequent to the demise of D J Balaji Rao on 28 November 2023, the Board of Directors appointed Pradip Shah as a chairman of the Committee w.e.f. 24 January 2024 in his place.
The company secretary acts as the compliance officer and as the secretary to the Committee.
The Committee expressed its satisfaction on the overall status of compliance and actions taken on various investor related matters.
D J Balaji Rao, chairman of the Stakeholders’ Relationship Committee, was present at the previous annual general meeting of the Company held on 25 July 2023.
|
Table 9: Investors’ complaints attended and resolved during FY2024 |
||
|
Investors’ complaints |
Attended/resolved during the year |
|
|
Pending at the beginning of the year |
– |
|
|
Received during the year |
19 |
|
|
Disposed of during the year |
19 |
|
|
Pending at the end of the year |
– |
|
More details on this subject and on shareholders’ related matters including unclaimed suspense account have been furnished in General Shareholder Information.
Duplicate Share Certificate Issuance Committee
To meet the requirement of section 46 of the Act read with rule 6 of the Companies (Share Capital and Debentures) Rules, 2014 and regulation 39 of the Listing Regulations, 2015, the Company has Duplicate Share Certificate Issuance Committee to approve issuing of duplicate share certificate(s) in lieu of original share certificate(s) that were lost or misplaced, the composition of which is given in Table 10 below.
As a measure to enhance ease of dealing in securities market by the investors, SEBI through its circular dated 25 January 2022 has mandated listed entities to issue securities in dematerialised form only while processing any service request including issue of duplicate share certificate.
Meetings and attendance
|
Table 10: Composition of the Duplicate Share Certificate Issuance Committee and attendance record of its members for FY2024 |
||||
|
Name of director |
Category |
Attendance at the meeting held on 24 January 2024 |
||
|
Rajiv Bajaj |
Managing Director and CEO, executive |
Yes |
||
|
Pradeep Shrivastava |
Whole-time Director, executive |
Yes |
||
|
Rakesh Sharma |
Whole-time Director, executive |
Yes |
||
Corporate Social Responsibility Committee
This is given as a separate chapter in the Annual Report on CSR.
Independent Directors’ Meeting
In compliance with Schedule IV to the Act and regulation 25(3) of the Listing Regulations, 2015, the independent directors held their separate meeting on 19 March 2024, without the attendance of non-independent directors and members of management.
All independent directors were present at the meeting.
The independent directors present elected Dr. Naushad Forbes as chairman for the meeting.
The independent directors, inter alia, discussed on report of performance evaluation of Board, its committees and Chairman, changes in the Board, assessment of quality, quantity and timeliness of flow of information between the Company’s management and the Board, etc. and expressed their satisfaction on each of the matters.
In addition, the independent directors had a separate meeting with senior management regarding its views and strategies pertaining to the business and functions.
Management
Management Discussion and Analysis
This is given as separate chapter in the Annual Report.
Senior Management
During the year, the particulars of senior management and changes therein are as under:
|
Name of the Senior Management Personnel |
Designation |
|
|
S Ravikumar |
Chief Business Development Officer |
|
|
Dinesh Thapar |
Chief Financial Officer |
|
|
Abraham Joseph |
Chief Technology Officer (up to 31 March 2024) |
|
|
Ravi Kyran Ramasamy |
Chief Human Resources Officer |
|
|
Amitabh Lal Das |
General Counsel |
|
|
Dr. J Sridhar |
Company Secretary (up to 30 September 2023) |
|
|
Rajiv Gandhi |
Company Secretary (from 1 October 2023) |
|
|
Ramtilak Ananthan |
Chief Technology Officer (from 1 April 2024) |
Disclosure of material transactions
Pursuant to regulation 26(5) of the Listing Regulations, 2015, senior management has made periodical disclosures to the Board relating to all material financial and commercial transactions, where they had (or were deemed to have had) personal interest that might have been in potential conflict with the interest of the Company. There was only one case involving a member of the senior management. In this instance, the disclosure was discussed, reviewed and found in order by the Board.
Compliances regarding Insider Trading
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, (‘SEBI PIT Regulations’) the Company has a Board approved code of conduct to regulate, monitor and report trading by insiders (‘Code of Conduct’) and a code of practices and procedures for fair disclosure of unpublished price sensitive information (‘Code of Fair Disclosure’).
Wherever non-compliance by an employee concerned was observed, penalty was levied and the amount was remitted to the stipulated fund.
By frequent communication, the Company makes designated employees conversant of the obligations under the SEBI PIT Regulations.
The Audit Committee and the Board at its meeting held on 19 March 2024 had reviewed the compliance in terms regulation 9A(4) of the SEBI PIT Regulations and confirmed that the systems for internal control with respect to the SEBI PIT Regulations are adequate and are operating effectively.
Means of communication
Quarterly, half-yearly and annual financial results and other public notices issued for the shareholders are published in leading dailies, such as Financial Express, Kesari – Pune edition. An official press release is also issued.
The Company’s website, www.bajajauto.com contains all important public domain information including presentations, if any, made to the media, analysts and institutional investors. It contains information as prescribed under the Act and the Listing Regulations, 2015, including details of the corporate contact persons and share transfer agent of the Company, shareholding pattern, etc.
Section 20 and 136 of the Act read with the Companies (Accounts) Rules, 2014 permit companies to service delivery of documents electronically at the registered member’s/shareholder’s email addresses.
During the year under review, the Company sent documents, such as notice calling the general meeting, audited financial statements, directors’ report, auditors’ report, credit of dividend intimation letters, etc. in electronic form at the email addresses provided by the shareholders and made available by them to the Company through the depositories. Shareholders desiring to receive the said documents in printed form continue to get the same upon request.
All financial and other vital official news releases and documents under the Listing Regulations, 2015 are also communicated to the concerned stock exchanges, besides being placed on the Company’s website.
Information on general body meetings and special resolution(s) passed
During the previous three years, the Annual General Meetings (AGM) of the Company were held at the registered office at Mumbai-Pune Road, Akurdi, Pune 411 035 on the following dates and time. In these, the following special resolutions were passed:
|
Details of AGM |
Date and time of AGM |
Details of special resolution(s) passed at the AGM, if any |
||
|
14th AGM (e-AGM) |
22 July 2021 at 12:15 p.m. |
1.Re-appointment of Pradeep Shrivastava as Whole-time Director of the Company for a period of five years with effect from 1 April 2021. 2.Approval for payment of commission to Non-executive Directors for a period of five years commencing from 1 April 2021. |
||
|
15th AGM (e-AGM) |
26 July 2022 at 02:00 p.m. |
1.Re-appointment of Dr. Naushad Forbes as an Independent Director of the Company for a second term of five consecutive years with effect from 18 May 2022. 2.Re-appointment of Anami N. Roy as an Independent Director of the Company for a second term of five consecutive years with effect from 14 September 2022. |
||
|
16th AGM* (Physical) |
25 July 2023 at 02:00 p.m. |
1.Re-appointment of Rakesh Sharma as Whole-time Director of the Company for a period of five years with effect from 1 January 2024. |
*In terms of the provisions of the Listing Regulations, 2015, one way live webcast of the proceedings was also provided.
All resolutions proposed by the Board have been passed with requisite majority by the shareholders.
Postal Ballot
During FY2024, the Company had sought approval of the members through postal ballot (ordinary/special resolutions) and the details of the same are given below:
|
Particulars |
Votes (No. of shares and %) |
Date of passing the resolution |
||||
|
In favour |
Against |
|||||
|
Approval for the Buyback of Equity Shares of the Company. (Special Resolution) |
227,251,542 (99.63) |
841,873 (0.37) |
13 February 2024 |
|||
|
Re-appointment of Pradip Panalal Shah (DIN: 00066242) as a Non-executive Independent Director of the Company for a second term of five consecutive years with effect from 1 April 2024.(Special Resolution) |
198,269,292 (86.19) |
31,758,046 (13.8) |
5 March 2024 |
|||
|
Appointment of Vinita Bali (DIN: 00032940) as a Non-executive Independent Director of the Company for a term of five consecutive years with effect from 1 April 2024. (Special Resolution) |
229,815,909 (99.88) |
281,824 (0.12) |
5 March 2024 |
|||
|
Approval to hold and continue to hold office or place of profit by Rishabnayan Bajaj in the Company. (Ordinary Resolution) |
203,666,714 (91.98) |
17,762,898 (8.02) |
5 March 2024 |
|||
The Company had appointed Shyamprasad D Limaye, Practising Company Secretary (FCS No. 1587, CP No. 572) as Scrutiniser for conducting the postal ballot including remote e-voting process in a fair and transparent manner.
Procedure for Postal Ballot
Pursuant to the provisions of the Act and the Listing Regulations, 2015 during the reporting year, the Company provided the facility to the members to exercise votes through electronic voting system (‘remote e-voting’) for postal ballot. Postal ballot notices, inter alia, detailing the voting instructions were sent through email only, to all those members who had registered their email IDs with the Company/depositories, in view of the relaxation granted by MCA. Arrangements were also made for other members to register their email IDs to receive the postal ballot notice and cast their vote online.
The Company also published notice in the newspapers for the information of the members. Voting rights are reckoned on the equity shares held by the members as on the cut-off date. Pursuant to the provisions of the Act, the Company appointed a scrutiniser for conducting the postal ballot process in a fair and transparent manner. The scrutiniser submitted his consolidated report to the Chairman and the voting results were announced by the Chairman by placing the same along with the scrutiniser’s report on the Company’s website, besides being communicated to the stock exchanges.
Details of capital market non-compliance, if any
There was no non-compliance of any legal requirements; nor has there been any penalty or stricture imposed on the Company by any stock exchange, SEBI or any statutory authority on any matter related to capital markets during the last three years.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
This disclosure is given in the Directors’ Report.
Compliance certificate
The Managing Director and CEO and the CFO have certified to the Board regarding the financial statements and other such matters as required under regulation 17(8) read with Part B of Schedule II to the Listing Regulations, 2015.
Report on corporate governance
This chapter, read together with the information given in the Directors’ Report and the chapters on Management Discussion and Analysis and General Shareholder Information, constitute the compliance report on corporate governance during FY2024. The Company has been regularly forwarding the quarterly compliance report to the stock exchanges as required under regulation 27(2) of the Listing Regulations, 2015. During the year, no cyber security incidents or breaches or loss of data or documents were observed in quarterly compliance report.
Statutory Auditors
S R B C & CO LLP are the statutory auditors of the Company. Total fees paid by the Company and its subsidiaries, on a consolidated basis to the auditors including all entities in their network firm/entity of which they are a part is given below:
|
(₹ In Crore) |
||||||
|
Sr. No. |
Particulars |
Statutory Audit Fee |
Other Services |
|||
|
1 |
Bajaj Auto Ltd. |
1.80 |
2.33 |
|||
|
2 |
PT. Bajaj Auto Indonesia |
– |
– |
|||
|
3 |
Bajaj Auto International Holdings BV, Netherlands |
– |
– |
|||
|
4 |
Bajaj Auto (Thailand) Ltd. |
0.07 |
– |
|||
|
5 |
Chetak Technology Ltd. |
0.03 |
– |
|||
|
6 |
Bajaj Auto Spain, S.L.U. |
– |
– |
|||
|
7 |
Bajaj Do Brasil Comercio De Motocicletas Ltda |
– |
– |
|||
Auditors’ certificate on corporate governance
The Company has obtained the certificate from its statutory auditors regarding compliance with the provisions relating to corporate governance laid down in Part E of Schedule V to the Listing Regulations, 2015. This is annexed to the Directors’ Report and will be sent to the stock exchanges, along with the Annual Report to be filed by the Company.
Compliance of mandatory and discretionary requirements
Mandatory
The Company has complied with all the mandatory requirements of the Listing Regulations, 2015.
Discretionary
The Company has also complied with the discretionary requirements as under:
1. The Board
A Chairman’s office has been made available for the non-executive Chairman. He is allowed reimbursement of expenses incurred in performance of his duties.
2. Shareholder rights
The annual financial results of the Company are sent to the shareholders and also posted on the Company’s corporate website; extracts of these results in the prescribed format are published in newspapers on an all-India basis.
3. Modified opinion(s) in audit report
The Company confirms that its financial statements are with unmodified audit opinion, except as mentioned under the heading ‘Report on other legal and regulatory requirements’, sr. no. 2 (i) vi. The same has been adequately explained in note no. 45 l. to the standalone financial statements and consolidated financial statements.
4. Separate posts of Chairperson and the Managing Director
The positions of Chairperson and Managing Director are held by two different persons who are not related to each other.
5. The internal auditor reports directly to the Audit Committee.
Declaration by Chief Executive Officer (MD)
[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
I, Rajiv Bajaj, Managing Director and CEO of Bajaj Auto Ltd., hereby declare that all the members of the Board of Directors and Senior Management have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management of the Company for the year ended 31 March 2024.
Rajiv Bajaj
Managing Director and CEO
Pune: 18 April 2024
List of key policies of Bajaj Auto Ltd.
Information on the Company’s website, regarding key policies, codes and charters, adopted by the Company:
|
Sr. No. |
Name of Policy |
Website Link |
||
|
1 |
Whistle Blower Policy |
https://www.bajajauto.com/-/media/bajajauto/Investors/code-policy/Whistle-Blower-Policy.ashx |
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|
2 |
Remuneration Policy |
|||
|
3 |
Policy of materiality and dealing with related party transactions |
|||
|
4 |
Policy for determining Material Subsidiaries |
|||
|
5 |
Policy on determination of materiality for disclosure of events or information |
|||
|
6 |
Performance Evaluation Criteria for Board, Committees of Board, Chairperson and Directors |
|||
|
7 |
Dividend Distribution Policy |
|||
|
8 |
Insider Trading Policy |
|||
|
9 |
Corporate Social Responsibility Policy |
|||
|
10 |
Fair Disclosure Code |
|||
|
11 |
Code of Conduct for Directors and Members of Senior Management. |
|||
|
12 |
Archival Policy |