Voting Advisory. 9 July 2012. Bajaj Auto Ltd. 1 | Page. Bajaj Auto Limited.
Company Profile. BSE: 532977|NSE: BAJAJ-AUTO. ISIN: INE917I01010. Industry
: ...
Voting Advisory
Bajaj Auto Limited Annual General Meeting (AGM)
Company Profile BSE: 532977|NSE: BAJAJ-AUTO ISIN: INE917I01010 Industry: Automotive – Motorcycles and three wheelers Index: Sensex / Nifty Face Value: Rs. 10 Mkt Price: Rs. 1539.2 (6 July 2012) Fiscal Year End: March
Promoter: i. Bajaj family (Chairman ii.
Rahul Bajaj) Bajaj Holdings and Investments Ltd.
Total Stake 50.1%
% Pledged 1.84
Meeting Date: Proxy Deadline: Notice Date: Meeting Venue:
18 July 2012, 11:30 am 16 July 2012, 11:30 am 17 May 2012 Bajaj Auto Limited Complex (Registered office), Mumbai - Pune Road, Akurdi, Pune - 411 035
Agenda Items Sl. No
Type*
Description of resolution
IIAS Recommendation
1
Ord.
Adoption of financial statements.
See Analysis
2
Ord.
Declaration of dividend on equity shares.
FOR
3
Ord.
Reappointment of D.S. Mehta as director.
AGAINST
4
Ord.
Reappointment of K.R. Podar as director.
AGAINST
5
Ord.
Reappointment of Shekhar Bajaj as director.
FOR
6
Ord.
Reappointment of D.J. Balaji Rao as director.
AGAINST
7
Ord.
Appointment of auditors.
AGAINST
* Ordinary/Special Resolution
Financials Particulars Total Income Net Worth Equity Capital Mkt. Cap (6 July 2012) Overview (Rs.) 52 week H-L
FY12 (Rs bn) 200.2 (standalone) 60.4 2.9 445.5 bn
Current P/E (x) Industry P/E (x) Current P/B (x)
1843.0 – 1356.0 14.8 15.6 7.4
Source: IIAS Research
Write to us Institutional Investor Advisory Services th 15 Floor, West Wing, PJ Tower Dalal Street, Mumbai -400 001 Email:
[email protected] www.iias.in
9 July 2012
Executive Summary (click on respective category for detailed analysis) Accounts
The standalone revenues of Bajaj Auto Ltd. (‘Bajaj Auto’ or ‘the company’) increased by 13.1% to Rs. 200.2 bn. PAT, excluding extraordinary items, was up 18.4% at Rs. 31.0 bn.
Board Appointments
The board of Bajaj Auto has 16 directors, of whom seven are from the promoter family. The company classifies all the other directors as independent. In our view, none of the other directors can be classified as independent- due to group affiliations and extended tenure on the board. Auditors Dalal & Shah have been the auditors of the company for at least 13 years. The signing partner has not been changed for 11 years. We recommend shareholders to vote against this resolution. Company background: The Bajaj group of companies is a family-owned conglomerate with interests in automotives, natural resources, electrical appliances, financial services, insurance, wind energy etc. Until 2007, the businesses of the group were held by Bajaj Auto Limited. In 2007, the company was demerged into three entities: (1) Bajaj Auto Ltd: This company was newly formed (retaining the old name Bajaj Auto Ltd) to hold the automotive business. (2) Bajaj Finserv: This company was newly formed to hold the financial services, insurance and wind energy businesses. (3) Bajaj Holdings and Investments: This is the holding company (formerly Bajaj Auto Ltd) through which all the group businesses are controlled.
Bajaj Auto Ltd.
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Voting Advisory
Financial Performance (standalone)
Price Performance (vs Sensex and NIFTY)
Particulars (Rs bn except per share figures)
FY10
FY11
FY12
Total Income
118.8
177.1
200.2
25.4
33.8
40.0
21.7%
20.4%
20.2%
17.0
33.4*
30.0
PAT Margin
14.2%
19.8%
15.1%
EPS
117.6
115.4
103.8
RONW
58.1%
68.0%
49.7%
ROCE
59.0%
67.6%
64.2%
0.5
0.1
0.0
EBITDA EBITDA Margin PAT
Debt/EBITDA (x)
Source: Company Filings, IIAS Research *FY11 PAT includes exceptional gain of Rs. 8.3 bn.
250.0
222.8%
200.0 150.0 Bajaj Auto 100.0
Sensex Nifty
50.0
24.8% 27.6% 7.5%
0.0 1 YR -5.5% -6.4%
-50.0
3 YR
Source: IIAS Research
Top Public Shareholders No. of Shares held (millions)
Shares as % of Total No. of Shares
10.2
3.5
Maharashtra Scooters Ltd
6.8
2.3
3.
LIC
5.2
1.8
4.
Sikkim Jansewa Pratisthan Pvt Ltd
3.7
1.3
25.9
8.9
Sl. No.
Name of the Shareholder
1.
Jaya Hind Investments Pvt Ltd
2.
Total Source: BSE. Only LIC is an institutional shareholder.
Change in Shareholding Pattern (%) Year
Shareholding Pattern
Promoter
DII
FII
Others
Mar-12
50.0
8.4
16.4
25.1
Dec-11
50.0
8.5
16.1
25.4
Sep-11
50.0
8.3
15.9
25.7
Mar-11
50.0
8.1
15.8
26.1
Mar-10
50.0
7.9
16.0
26.1
Mar-09
49.6
6.5
17.8
26.1
Source: BSE
9 July 2012
Others 25.12% FII 16.42%
Promoter 50.02%
DII 8.44%
Source: BSE, as at 31 March 2012
Bajaj Auto Ltd.
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Voting Advisory
Category: Accounts Resolution 1: Adoption of Accounts To consider and adopt the financial statements for FY11 together with the reports of the directors and auditors thereon.
IIAS Evaluation Parameter Are the accounts qualified? Are the contingent liabilities likely to have a material impact on the net worth? Have the financials of the company been restated in the past five/three years? Has the company changed its accounting policy in the last two years? Has the company appointed an internal auditor to verify the financial statements? Is the chairman of the audit committee independent? Does the audit committee comprise a majority of independent directors and financial experts? Are all subsidiary accounts audited? Have the auditors indicated a matter of emphasis?
Analysis No Yes * No
Risk Level Moderate -
Yes
-
No#
Moderate
No#
Moderate
Yes No Overall
Details refer Box 1
Low
* Regulatory change #although the company has a four member audit committee entirely constituted by independent directors, none of them is independent according to IIAS classification. Three of the four members are financial experts.
Discussion IIAS does not provide voting recommendations on the resolution for adoption of accounts. Our comments on the financial results, directors’ report, auditors’ reports, and annexures to the auditors’ report, management discussions and notes to accounts are given below: Box 1: Observations on Accounts Items Discussion Performance Financial Indicators: The total revenue of the company increased by 13.1% to Rs. 200.2 bn. Net sales grew by 18.8% to Rs. 198.0 bn, while total unit sales increased by 13.7% to 4.35 mn. The increase in sales was driven by higher exports (- a 31% increase in unit sales to 1.6 mn and a 45.1% increase in sales by value to Rs. 66.0 bn). EBITDA grew by 18.3% to Rs. 40 bn and PAT (exclusive of extraordinary items) was up 18.4% at Rs. 31 bn. Last year’s PAT figure of Rs. 33.4 bn included exceptional income of Rs. 8.3 bn, attributable to concession received on prepayment of deferrable sales taxes. Accordingly, PAT (inclusive of extraordinary items) for FY12 was 11.1% lower than last year, at Rs. 30 bn. This year’s figures include an extraordinary loss of Rs. 1.3 bn – from foreign currency transactions. Operational Indicators: The average installed capacity for the year at the company’s plants was 5.07 mn units. The production this year was 4.36 mn units, i.e. a capacity utilization of 86.0%. The comparable figure for last year was 83.0%. At 4.36 mn units, the 9 July 2012
Bajaj Auto Ltd.
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Voting Advisory
Business Segments
production per employee in FY12 was 505.7 units, an improvement of 6.9% in productivity. The company has classified its business segments on the basis of its organizational function– (1) Automotive – Makes and sells motorcycles and three-wheelers. This segment held 53.0% of total assets and contributed 98.4% of consolidated revenues in FY12. (2) Investments & others – Holds the investments (cash, current assets etc.) of the company. This segment does not have any significant operations, but it holds 47.0% of total assets as of 31 March 2012. The relevant business segments of the company are: (1) Motorcycles (2) Three-wheelers. Results for FY12 are summarized below. Table 1a. Unit sales of motorcycles of Bajaj Auto Sales in mn units (domestic + exports) Bajaj Auto Sales Hero MotoCorp Sales Industry Sales Bajaj Auto’s market share (%) Hero MotoCorp’s market share (%)
FY11 3.4 5.0 10.5 32.3% 47.6%
FY12 3.8 N.A 11.9 32.1% N.A
Source: Annual report
Unit sales for Bajaj Auto’s motorcycles have grown slower than the industry. The company trails arch-rival Hero MotoCorp in motorcycle market share by volumes. Hero MotoCorp sold a little over 5 mn motorcycles leading to a 47.6% market share. However, Bajaj Auto runs a more focused and profitable business– it had a PAT margin (excluding extraordinary gains) of 15.7% in FY11 as against 9.9% for Hero MotoCorp in FY11. Table 1b. Unit sales of three-wheelers of Bajaj Auto Sales in mn units (domestic + exports) FY11 Bajaj Auto Sales 0.44 Industry Sales 0.80 Bajaj Auto’s market share (%) 54.9%
FY12 0.52 0.88 59.0%
Source: Annual report
The company has strengthened its competitive position in the three-wheelers segment. The company also reports its results geographically, with domestic and international being the two main segments. The international segment accounts for 33% of consolidated revenues. The geographical breakup of exports by volumes is given below: Table 1c. Exports of Bajaj Auto - % share by volume Region Share by volume Africa 41% Asia and Middle East 40% Latin America 18% Europe 1% Contingent Liabilities
9 July 2012
The disputed liabilities of the company, primarily arising out of various tax disputes, aggregate to Rs. 9.7 bn. This is 16.1% of net worth. If all the disputed liabilities were to Bajaj Auto Ltd.
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Voting Advisory
Other observations
materialize this year, there would be some impact on the financial health of the company. The company also has claims filed against it by temporary workmen – which may lead to a liability that cannot be estimated at this stage. Subsidiaries: The company has two subsidiaries:(1) P.T Bajaj Auto Indonesia – held 98.9% by Bajaj Auto, having turnover of Rs. 1.5 bn and losses of 0.13 bn. (2) Bajaj Auto International Holdings BV – a holding company (no operations) wholly owned by Bajaj Auto, having PAT of 0.5 bn. Foreign currency transactions: The company recognized mark-to-market losses of Rs. 1.3 bn on hedging instruments on the income statement. The company uses cash flow hedges as well as range forward contracts. Cash flow hedges are simple forward contracts that lock in a fixed price for exchange rate. Range forward contracts are more complex hedges that lock in a price range for the currency, exposing the company to small currency fluctuations while protecting it from large movements. Not all companies use range forwards. The market value of cash flow hedges at 31 March 2012 indicates a loss of Rs. 2.1 bn, of which Rs. 1.3 bn has been recognized on the income statement, as being the time value of option contracts that are ineffective as hedges. The market value of range forwards at 31 March 2012 indicates a loss of Rs. 2.6 bn
Source: Company Filings, IIAS Research
9 July 2012
Bajaj Auto Ltd.
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Voting Advisory
Resolution 2: Declaration of dividend on equity shares. To declare a dividend of Rs. 45 per equity share of face value Re. 10. IIAS Recommendation: FOR
IIAS Evaluation Parameters for dividend Parameter Analysis No Has the payout ratio decreased over the last three/five years? No Is the payout ratio less than the industry average? Is the growth in dividend commensurate with the growth in Yes profitability? Has the company generated enough cash to pay the proposed Yes dividend? No Does the company have a stated dividend policy? IIAS Recommendation
Risk Level -
Details refer table 1
-
refer discussion
-
refer table 1
Low FOR
Discussion The company proposes to pay a dividend of Rs. 45 per share of face value Rs. 10 (i.e. 450%). The payout ratio is 50.1%, above the industry average of 13.8%. The consolidated PAT of Bajaj Auto has grown at a CAGR of 47.1% over FY10-FY12, while the dividend payout has increased by 49.8% over this period. The company has generated sufficient cash from operations to pay the proposed dividend (see Table 1). Table 1: Key ratios (consolidated) Particulars in Rs bn Profit after tax Cash flow from operations Closing Cash Balance Dividend paid Total outflow on account of dividend (incl. tax) Dividend payout ratio (industry average=13.8%)
FY11 34,549 16,394 2,475 11,543 13,452 39.2%
FY12 30,454 30,130 11,848 13,022 15,134 50.1%
Source: IIAS Research, Reuters
We recommend voting FOR the resolution.
9 July 2012
Bajaj Auto Ltd.
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Voting Advisory
Category: Board Appointments Board Reappointments. Resolution 3: To reappoint D.S. Mehta as an independent director.
IIAS Recommendation: AGAINST
Resolution 4: To reappoint K.R. Podar as an independent director.
IIAS Recommendation: AGAINST
Resolution 5: To reappoint Shekhar Bajaj as a non-executive director. Resolution 6: To reappoint D.J. Balaji Rao as an independent director.
IIAS Recommendation: FOR IIAS Recommendation: AGAINST
IIAS evaluation parameters for board composition Parameters Is the chairman of the board an independent director? Proportion of independent directors on the board Proportion of non-executive directors on the board Proportion of women directors Does the company have a policy on the retirement age of directors? Does the company have a policy on the tenure of directors? Do all the board committees have at least one independent director? Is there any whistleblower policy for the independent directors? Proportion of promoter and promoter relatives on board
Analysis Risk Level No Low 0* Moderate 81% Low 7% Low No Moderate Yes Yes Yes 44% Low Overall Moderate * According to IIAS classification. As per the company 56% of the board comprise of independent directors.
Details refer table 2 refer table 2 refer table 2
Table 2: Board composition Sl. No 1 2 3
Name of director Rahul Bajaj (Chairman) Madhur Bajaj (Vice-chairman)
Director Category Executive Executive
Occupation Head- Bajaj group of companies Former President, Bajaj Auto
Age
Tenure (yrs)
% attendance
Other Affiliations
Compensation (Rs.mn)
74
47
100%
6
110.8
60
17
100%
6
83.5
Rajiv Bajaj
Executive
MD – Bajaj Auto
45
10
100%
5
101.7
4
Sanjiv Bajaj*
Nonexecutive, nonindependent
MD- Bajaj Holdings & Investment
42
9
100%
10
10.6
5
D.S. Mehta
Independent
76
14
84%
4
0.6
6
K.R. Podar
77
29
66%
4
0.5
7
Shekhar Bajaj
CMD, Bajaj Electricals
64
17
84%
5
0.6
8 9
D.J. Balaji Rao J.N. Godrej
Independent Nonexecutive, nonindependent Independent Independent
Former MD, IDFC CMD, Godrej & Boyce
72 63
19 14
84% 0%
19 9
1.3 -
9 July 2012
Chartered accountant, legal expert Industrialist
Bajaj Auto Ltd.
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10
S.H. Khan
12
Mrs. Suman Kirloskar Naresh Chandra
13
Nanoo Pamnani
11
Independent
Former Chairman, IDBI
73
13
100%
8
1.6
Independent
Social worker
77
10
100%
2
0.7
Independent
Civil servant (IAS) Former CEO, Citibank N.A. – India
77
9
100%
12
1.6
67
9
100%
4
2.2
Independent
Nonexecutive, MD, Temasek Holdings 14 Manish Kejriwal 43 7 100% 2 nonIndia independent 15 P. Murari Independent Civil servant (IAS) 77 5 66% 10 Nonexecutive, 16 Niraj Bajaj MD – Mukand Limited 56 5 100% 11 nonindependent * Shekhar Bajaj retired as executive director w.e.f 1 April 2012. He continues to be on the board of Bajaj Auto as a non-executive director. Seeking reappointment
0.7
0.5
0.7
Tenure includes directorship at Bajaj Auto
Table 3: Proposed Appointments – IIAS Checklist IIAS Director Checklist Category of Appointment IIAS Director Classification Tenure Attendance Other Affiliations Shares Held** Compensation Qualification** IIAS Recommendation
D.S. Mehta
K.R. Podar
Shekhar Bajaj
D.J. Balaji Rao
Independent Non-independent
Independent Non-independent
Non-executive Non-executive
Independent Non-independent
X
X
X
X
X
AGAINST
AGAINST
FOR
X
AGAINST
*None of the directors hold any stock option as on 31 March 2012 **Refer Director Profile section
Table 4: Director Profiles D.S. Mehta D.S. Mehta, 76, is an independent director of the company. He has been on the board of Bajaj Auto Ltd. since 1998. A professionally qualified chartered accountant and legal expert (member of ICAI – Institute of Chartered Accountants of India and ICSI- Institute of Company Secretaries of India); his association with the company runs longer than 40 years. He is a director in the following companies: (1) Bajaj Finance Ltd. (2) Bajaj Hindusthan Ltd. (3) Mukand Ltd. (4) Niche Financial Services Pvt. Ltd. He received Rs. 0.1 mn as sitting fees and Rs. 0.5 mn as commissions in FY12. He holds 15,980 shares in the company. 9 July 2012
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K.R. Podar
K.R. Podar, 77, is an independent director of the company. He has been on the board of Bajaj Auto Ltd. since 1983. A commerce graduate from Mumbai university, he is the chairman of the Podar Group – a diversified group with interests in textiles, natural resources, technology etc. He has held many positions at the intersection of commerce and government policy – as former chairman of - (1) FICCI (2) Indian Cotton Mills Federation (3) Indian Merchants Chamber. He has also served as the Sheriff of Mumbai. He is a director in the following companies: (1) Ceat Ltd. (2) Pittie Laminations Ltd. (3) Podar Infotech and Entertainment Ltd. (4) Premier Consultants and Traders Ltd.
Shekhar Bajaj
He received Rs. 0.1 mn as sitting fees and Rs. 0.4 mn as commissions in FY12. He does not hold any shares in the company. Shekhar Bajaj, 64, is a non-executive director of the company. He is a cousin of Rahul Bajaj – the head of the Bajaj group of companies. A science graduate from Pune University with an MBA from New York University, he has been the chairman and managing director of Bajaj Electricals (a group company) since 1990. He has also served as the president of ASSOCHAM and IMC. He is a director in the following companies: (1) Bajaj Ventures Ltd. (2) Hercules Hoists Ltd. (3) Hind Lamps Ltd. (4) Hind Musafir Agency Ltd. (5) Starlite Lighting Ltd.
D.J. Balaji Rao
He received Rs. 0.1 mn as sitting fees and Rs. 0.5 mn as commissions in FY12. He holds 0.5 mn shares in the company. The total monetary value of transactions between Bajaj Auto and the Bajaj group companies where Shekhar Bajaj holds directorships was Rs. 158.4 mn in FY12. D.J. Balaji Rao, 72, is an independent director of the company. He has been on the board of Bajaj Auto Ltd. since 1993. A mechanical engineer by qualification, he attended an advanced management program at INSEAD. He served as the deputy managing director of ICICI Bank and served as the first managing director of IDFC. He is a director in the following companies: (1) 3M India – Chairman (2) Ashok Leyland Ltd. (3) Bajaj Finance Ltd. (4) Bajaj Finserv Ltd. (5) Bajaj Holdings & Investment Ltd. (6) CMI FPE Ltd. (7) Graphite India Ltd. (8) Hinduja Foundries Ltd. (9) JSW Energy Ltd. In Bajaj Auto, he is a member of the audit committee (attended all four meetings), the remuneration & nomination committee (attended both the meetings) and the shareholders’ and investors’ grievance committee (attended the one meeting). He received Rs. 0.2 mn as sitting fees and Rs. 1.1 mn as commissions in FY12. He does not hold any shares in the company.
Discussion: D.S. Mehta, K.R. Podar and D.J. Balaji Rao have been directors of the company for 14, 29 and 19 years respectively (including tenure at the company when it existed in its previous form). IIAS does not consider directors with tenure of 9 July 2012
Bajaj Auto Ltd.
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Voting Advisory
more than nine years as independent. We have classified these directors as non-independent, and subsequently we find that the company is in violation of clause 49 of the Listing Agreement which states that at least 50.0% of the board should comprise independent directors when the chairman is executive. On these grounds we recommend voting AGAINST the reappointment of D.S. Mehta, K.R. Podar and D.J. Balaji Rao. Investors should also note that D.S. Mehta holds directorships in the following Bajaj group companies – (1)Bajaj Hindustan, (2)Bajaj Finance and (3)Mukand Ltd. D.J Balaji Rao holds directorships in the following Bajaj group companies – (1) Bajaj Finance Ltd.(2) Bajaj Finserv Ltd. (3) Bajaj Holdings & Investment Ltd. Their directorships in group companies may compromise their independence on the board of Bajaj Auto.
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Voting Advisory
Category: Auditors
Resolution 7: Reappointment of Dalal and Shah as statutory auditors. To reappoint Dalal and Shah as statutory auditors and fix their remuneration. IIAS Recommendation: AGAINST IIAS Evaluation Parameters for re-appointment of auditor Parameter Analysis Is the tenure of the auditor firm more than six consecutive years? Yes Has the audit partner been rotated in the last 3 years? No Does the company have an auditor rotation policy in place? No Are the non-audit to audit fees within acceptable limits? Yes Have the audit fees increased consistently? Yes Is the auditor remuneration in line with industry peers and companies of similar Yes size and scale? IIAS Recommendation
Risk Level Moderate Moderate Low Low
Details
AGAINST
Discussion Dalal and Shah have been the company’s statutory auditors for at least 13 years and Anish Amin has been the signing partner for 11 years. IIAS believes that in order to maintain independence, auditors must be rotated every six years, and the signing partner must be changed every three years. In this case, we are concerned that the tenure of the auditors may affect their independence. Based on this, we recommend shareholders to vote AGAINST this resolution.
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Voting Advisory
Disclaimer This document has been prepared by Institutional Investor Advisory Services India Limited (IIAS). IIAS is a full service Institutional Shareholder Advisory Service Company. The information contained herein is from publicly available data or other sources believed to be reliable, but we do not represent that it is accurate or complete and it should not be relied on as such. IIAS shall not be in any way responsible for any loss or damage that may arise to any person from any inadvertent error in the information contained in this report. This document is provided for assistance only and is not intended to be and must not alone be taken as the basis for any Voting or investment decision. The user assumes the entire risk of any use made of this information. Each recipient of this document should make such investigation as it deems necessary to arrive at an independent evaluation of the individual resolutions which may affect their investment in the securities of companies referred to in this document (including the merits and risks involved). The discussions or views expressed may not be suitable for all investors. This information is strictly confidential and is being furnished to you solely for your information. This information should not be reproduced or redistributed or passed on directly or indirectly in any form to any other person or published, copied, in whole or in part, for any purpose. This report is not directed or intended for distribution to, or use by, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction, where such distribution, publication, availability or use would be contrary to law, regulation or which would subject IIAS to any registration or licensing requirements within such jurisdiction. The distribution of this document in certain jurisdictions may be restricted by law, and persons in whose possession this document comes, should inform themselves about and observe, any such restrictions. The information given in this document is as of the date of this report and there can be no assurance that future results or events will be consistent with this information. This information is subject to change without any prior notice. IIAS reserves the right to make modifications and alterations to this statement as may be required from time to time. However, IIAS is under no obligation to update or keep the information current. Nevertheless, IIAS is committed to providing independent and transparent recommendation to its client and would be happy to provide any information in response to specific client queries. Neither IIAS nor any of its affiliates, group companies, directors, employees, agents or representatives shall be liable for any damages whether direct, indirect, special or consequential including lost revenue or lost profits that may arise from or in connection with the use of the information. . The disclosures of interest statements incorporated in this document are provided solely to enhance the transparency and should not be treated as endorsement of the views expressed in the report. The analyst for this report certifies that all of the views expressed in this report accurately reflect his or her personal views about the subject company or companies and its or their securities, and no part of his or her compensation was, is or will be, directly or indirectly related to specific recommendations or views expressed in this report. The information provided in these reports remains, unless otherwise stated, the copyright of IIAS. All layout, design, original artwork, concepts and other Intellectual Properties, remains the property and copyright of IIAS and may not be used in any form or for any purpose whatsoever by any party without the express written permission of the copyright holders.
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