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Annual Report 2003-04 View PDF - Bajaj Auto

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Pecuniary relationship or transactions of<br />

non-executive directors<br />

1. Shekhar <strong>Bajaj</strong> and J N Godrej are directors and<br />

shareholders of <strong>Bajaj</strong> Electricals Limited and Godrej<br />

& Boyce Manufacturing Company Limited<br />

respectively. Both companies are vendors to <strong>Bajaj</strong><br />

<strong>Auto</strong>. Purchases of goods from these companies<br />

have been in the ordinary course of business and,<br />

for the year ended 31 March 20<strong>04</strong>, amounted to<br />

Rs.2 million and Rs.7 million respectively.<br />

2. During the year under review, inter-corporate loans<br />

amounting to Rs.94 million were refunded by <strong>Bajaj</strong><br />

Electricals Limited and there was no outstanding<br />

amount as on 31 March 20<strong>04</strong>.<br />

3. Shekhar <strong>Bajaj</strong> is a director of Hind Musafir Agency<br />

Private Limited, an accredited travel agency.<br />

Necessary government approval for availing of the<br />

travel related services from this company has been<br />

obtained by <strong>Bajaj</strong> <strong>Auto</strong> in terms of the provisions of<br />

section 297 of the Companies Act, 1956.<br />

This approval is valid upto 31 December 2005.<br />

During the year under review, the total value of<br />

services availed of by <strong>Bajaj</strong> <strong>Auto</strong> from Hind Musafir<br />

Agency Private Limited amounted to Rs.16 million.<br />

4. The Register of Contracts maintained by the<br />

company according to the provisions of section<br />

301 of the Companies Act, 1956, contains record<br />

of the transactions entered into with the above<br />

companies. The register is signed by all the<br />

directors present during the respective<br />

board meetings.<br />

32 I<br />

Corporate Governance<br />

Audit committee<br />

Constitution and composition<br />

<strong>Bajaj</strong> <strong>Auto</strong> set up its audit committee in 1987. Since<br />

then, the company has been reviewing and making<br />

appropriate changes in the composition and working of<br />

the committee from time to time with a view to bringing<br />

about greater effectiveness in the committee and to<br />

comply with various requirements under the<br />

Companies Act, 1956 and clause 49 of the<br />

listing agreement.<br />

The current audit committee consists of the<br />

following directors:<br />

1. S H Khan, Chairman<br />

2. D J Balaji Rao<br />

3. J N Godrej<br />

4. Naresh Chandra<br />

5. Nanoo Pamnani<br />

All members of the audit committee are independent,<br />

non-executive directors. S H Khan, D J Balaji Rao and<br />

Nanoo Pamnani have a strong financial and accounting<br />

background. Nanoo Pamnani, who was appointed as<br />

a director of the company on 14 May <strong>2003</strong>,<br />

was inducted into the committee with effect<br />

from 13 September <strong>2003</strong>.

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