REPORT OF THE DIRECTORS
The Directors have pleasure in presenting their SIXTY FIRST Annual Report together with
the Audited Statement of Accounts for the year ended 31st December, 2012.
The following are the financial results:
|Net Sales (excluding recovery of duties and taxes)
|Of which Export Sales
|Profit before tax
|Less: Provision for tax
|Add: Deferred tax and tax
|adjustments relating to earlier years
|Profit after tax
|- Dividend recommended at Rs. 60 per share (previous year: Rs. 50 per share)
|- Special dividend at Rs. 85 per share
|Tax on Dividend
|Tax on Special Dividend
|Reversal of Dividend
|Balance carried forward
Net sales for the year 2012 grew by 6.2%. The Profit Before Tax (PBT) in 2012 as a
percentage of net sales was at 16.0% as compared to 19.8% in 2011. The Profit After Tax
(PAT) as a percentage of net sales was 11.4% in 2012 as against 14.1% in 2011.
Material costs as a percentage to sales increased to 56.5% in 2012 as compared to 55.4%
Overall, the Profit Before Interest, Depreciation and Taxes, for the year shows an
decrease of 8.5% over the previous year.
Capital investment during 2012 was higher than previous year, at Rs. 7,262 mio. as
against Rs. 5,388 mio. in 2011.
The Board of Directors recommends a dividend of Rs. 60 per equity share for the year
2012 as against a dividend of Rs. 50 per equity share in 2011 besides a special dividend
of Rs. 85 per share in 2011 . This dividend is subject to the approval of the shareholders
at the forthcoming Annual General Meeting.
The automotive market growth momentum slowed down considerably in the year 2012. The
vehicle sales performance in the second half of the year resulted from low market
sentiments, culminating from a slowdown in Indias GDP, Industrial production, high
inflation, interest rates and with delayed monsoons. The Global scenario aided to the woes
by continuing to remain weak and limiting exports. During the last 3 quarters
(April12 to December12), automobile exports registered de-growth of 2.98
percent compared to the same period last year. However, the 4th quarter saw a slight
recovery in the Passenger car segment owing to the festive season demand and some positive
measures from the Government on the fuel prices. But it was far from compensating the
overall situation in the market. Overall, the automotive production volumes grew by a mere
2 % over 2011.
Segment-wise, the Passenger Cars & Utility Vehicles recorded positive growth of
7.4% mainly with growth in Utility Vehicles supported by new model launches. Within
Passenger cars, dieselization continued to remain strong with diesel share going up from
37% in 2011 to 48% in 2012. Commercial vehicles de-grew by 2% with Heavy Commercial
Vehicles posting a de-growth of 12%. The Light Commercial Vehicles posted positive growth
of 5.3% supported by a good growth in retail sector and ramp up of new models by
OEMs in the premium segment. Tractors de-grew by 6.6% with poor & delayed
monsoons playing a major role. Three Wheelers registered a 5% de-growth due to the
tumbling export market particularly in Sri Lanka and flat domestic sales. Two Wheeler
market grew by 10% in the first half of the year but the growth considerably declined in
the second half to end up with a year on year growth of 4%.
In view of the market conditions that prevailed in 2012, the Company performed
moderately with sales from automotive segment growing by 4.7% and exports at Rs. 8,823
mio. with a de-growth of 11.4% over 2011. Our non-automotive business grew by 19.5% in
2012 as compared to 28.5% in 2011 and was mainly attributed to very good performance in
the Power Tools, Security Technology and Machine building division.
Diesel Systems business de-grew by 0.9 % in the year 2012 as compared to the growth of
19.2% in the previous year owing to the slowdown witnessed by the automotive market during
the last two quarters of the year 2012. As a clear testimony to the Companys strong
innovative culture and its focus on providing value to customers, shift from Product to
System solution provider was reinforced with introduction of not only Fuel Injection
equipments but also Air & Exhaust After Treatment solutions across segments. The Price
sensitive and technology intensive Light Passenger Vehicle segment (LPV) portfolio was
strengthened further in the year 2012 with the development of the Generation 3 Common Rail
Total Cost of Ownership (TCO) in the Commercial Vehicle (CV) segment can be improved
with the Denoxtronic solution for emerging markets. This has resulted in ~3% improvement
in fuel efficiency with Selective Catalytic Reduction (SCR) technology in combination with
Common Rail System (CRS). Integration of Inline pump with an electronic governor provided
Genset manufacturers a robust system solution for the upcoming Central Pollution Control
Board (CPCB) Bharat Stage 2 norms planned for introduction in the year 2013.
Gasoline Systems Division witnessed a tough market situation in 2012 driven by the
economy slow down and also the price parity effect between gasoline and diesel fuel
affecting the gasoline Passenger Car segments. This has resulted a de-growth of 9.4% in
2012. However, the past year witnessed good market response for the 2 Wheeler EMS with
continued interest from OEMs.
Starter Motors and Generators registered an impressive growth of 51.1% for the second
consecutive year powered by New Base Line Generators both in the domestic and export
market and also increasing the share of business with already existing products, thus
doubling their turnover in two years. The division achieved significant overall
productivity improvement over the previous year.
The division received recognitions from the customers Volkswagen and Ashok Leyland for
Quality and ramp-up support.
The Automotive Aftermarket division recorded a turnover of Rs. 1,917 crores in 2012;
with a growth of 9.6%. This included over 25% growth in 2 wheelers and almost 20% growth
in Passenger Car business. The division received Quality awards from its customers Bajaj
and Mahindra & Mahindra. In our endeavor to get closer to our customers, two new sales
offices were established in the year 2012 - one in Jodhpur (Rajasthan) and the other at
Jabalpur (MP). Aggressive network expansion at primary and secondary trade level continued
and more than one new customer appointed per day to create demand in the slowing markets.
eFOCuS, the Dealer ERP system, was implemented at ~250 distributor locations. Innovative
customer binding programmes have resulted in increased demand generation from retailers
A new workshop module Bosch Tractor Point was launched; Express Bike Service was
rolled-out across India. Novel training concepts such as Mobile Training Van, web-based
Training portal, 2 Wheeler Training Concept were the other launches. Totally more than
25000 people were trained across the country in 2012. Bosch System Technicians (BST),
hitherto available to Bosch Diesel Service, was extended to Bosch Car Service personnel in
2012. A new Annual Maintenance Contract (AMC) kit to strengthen the Quality standards of
Bosch Diesel Service workshops was released. The year 2012 witnessed increased market
coverage across vehicle segments through launch of new part numbers and seven new
suppliers were taken on board. The division acquired the Diagnostic Tools & Technical
Services Solutions business from SPX India to strengthen the Companys presence in
the diagnostic business area. SPX Diagnostics team launched 9 new test equipments for the
Indian market in the year 2012.
In line with the general business scenario, Packaging Technology division recorded a
moderate 8.7% growth in 2012.The Confectionery division grew by about 56%.
The focus in the year 2012 was on the development of SVI (Vertical form fill Seal
machine), Twin SVI basic machines for the market. The machines were showcased at the
industrial exhibitions held at Mumbai and New Delhi in 2012.
The belt weigher was another significant addition to our portfolio as it is a locally
developed product and showcases our development capabilities on a global platform. With
the new FDI policy in retail, we anticipate higher expectations from our customers in
choosing suppliers with capabilities to provide complete solutions to their packaging
The Industrial Equipment division registered an overall growth of 12.1% both in the
internal and external market segments. The division exported Special Purpose Machinery
items to Bosch works in Europe and China during the year 2012.
Consumer Goods and Building Technology
The Power Tools division achieved an impressive growth of 16.7% thus sustaining its
consistent record of strong double digit growth over the last decade in India. The
division successfully opened 49 Bosch System Specialist Stores(BSS) in 2012. Also, for the
first time, the division in partnership with Swan Machine Tools launched Accessorize -its
exclusive Power tools Accessories store in July at Ahmedabad with a 100% focus on
Accessories. Skil Hand tool was launched for the first time in India as lifestyle designer
tools for home use and achieved an amazing success. The division in association with
National Institute of Design (NID) launched a nationwide design contest called "India
Changers" to recognize industrial design projects that use innovative design concepts
to create socially relevant solutions for the betterment of India.
Security Technology business posted an impressive 31.4% growth in sales for the year
2012 compared to the sales achieved in 2011. Business unit of Video Systems made the
highest contribution to this, growing at 29% over the last year. During the year 2012, the
division enhanced its local product portfolio by releasing a new range of highly
competitive mixer-amplifiers. The division participated in key Industry Trade shows
IFSEC, Secutech and PALM Expo, few of the key trade shows in the industry, in addition to
certain road shows in key cities across India, to strengthen the brand presence and
product exposure to target audience.
The division started the year 2012 with the commissioning of 1 MW solar project which
installed Bosch solar photo voltaic panels. The division also got empanelled as a
certified channel partner for system integration, with the Ministry of New and Renewable
Energy. With the empanelment, Bosch Limited can directly offer Government benefits to
its customers. The division faced challenges due to accelerated price erosion of solar
panel prices and is now focusing on the crystalline technology based solution.
New manufacturing facility was setup in the last quarter of the year 2012 at
Kumbalgodu, Kengeri-Hobli, Bangalore, and the division geared up for the series of
manufacturing of solar flat plate collectors, solar thermal water heaters and accessories
upon completing validation trials in the current year 2013.
Competition and challenges in our business sectors
As in other regions of the world, the year 2012 was a challenging year for the Indian
The demand fluctuation from customers owing to the slowdown and weak market sentiments
put additional pressure on the manufacturers. High inflation and adverse foreign exchange
increased the cost pressures and challenged the businesses across all domains.
However, the Company continuously strived to capture every opportunity with its
efficient processes and systems. The Company also paced itself with the changing
requirement of the market and its developments. The Company has always considered its
people as its most valuable asset and this has always been its core strength. Though the
business growth in the year 2012 has been far from satisfactory, the year 2013 seems even
more challenging but not without its fair share of opportunities and growth. The Company
aims to continue its successful march ahead by focusing on customer satisfaction and meet
expectation of all stakeholders.
In the year 2012, the Bangalore Plant attained moderate production level in all its
products viz., Inline Pumps, Elements, Delivery Valves, Common Rail Pumps, Glow Plugs and
Single Cylinder Pumps. The Plant had a big challenge in 2012 due to drop in customer
demand which led to huge pressure on cost and flexibility. However, the Plant successfully
tackled the productivity by taking measures such as inventory reduction, budgetary
control, temporary closures and manpower re-deployment.
For the first time in the history of Bangalore Plant, the Bosch Board of Management
from Germany comprising of eight Board members visited the Plant and the Technical Centre
in Feb12. The Bosch Board of Management were highly appreciative of how a Plant more
than half a century can churn out market relevant products that are high on technology but
low on costs.
The Plant received the "Golden Peacock Environment management Award" for
excellence and Greentech Safety Award for EHS best practices. The young team
of Managers from the Plant became the National Champions for Young Managers (NCYM) in a
competition and were the winners as well as runners at National level.
The Nashik Plant has achieved the highest production levels in Common Rail Injectors
(CRI) by crossing a milestone of 2.5 million production mark. The Plant produced 50
million DSLA Nozzle. In the conventional products, the Plant faced sharp fall in demand
due to general sluggishness in the market. To reduce the adverse impact of
underutilisation of capacities, the Plant strongly focussed on cost reduction measures.
Though, the Plant went through a tough time, it saw the year 2012 as an opportunity to
closely review all the processes and improve in all areas to prepare for the future to
meet the market demand. The Plant invested ~ 3,600 Mio INR for mainly expanding the
capacity in CRI and for building a new production hangar.
The Plant was recognized with the "CII-EXIM Banks Prize in Business
Excellence" for the year 2012. It was also awarded with the Greentech Safety
Award 2012 (Silver) for outstanding achievements in Safety Management and
"Bajaj Gold award 2011 to 2012" towards achieving and sustaining its quality of
products. Seven apprentices from the Bosch Vocational training Centre (BVC) of the Plant
won 1st and 2nd positions in the 24th Regional Work Skill Competition conducted by the CII
and Director General of Employment & Training, Maharashtra.
Jaipur Plant produced its four millionth VE Pump in the year 2012. The Plant has
successfully transferred VE components from Bangalore to Jaipur and initiated an all
important strategic project on End of Production (EoP) at Feuerbach, Germany.
This has reduced Value chain complexities and increased its cost competitiveness. Also,
the Plant has created ready to use production space with state of the art facilities for
further potential expansion.
The Plant was honoured with CII-EXIM Banks Commendation for significant
achievements in Business Excellence award for the year 2012. The other awards
received were: Co-creation award from M&M, Quality improvement award from KOEL, Smiley
award from M&M, the national award for excellence in Water Management by CII, Best
Employer Certificate by Rajasthan Government, AIMA Award for Best CSR Practices leading
towards Responsible Business & Sustainability, an award from RIICO (Rajasthan
Industrial Corporation) for Commendable Performance in Efficient Water use and Energy
conservation award from Rajasthan Government.
In the year 2012, good productivity improvement of the products manufactured was
achieved by the Plant with substantial ramp-up. The Plant recorded major milestones in the
production of NBL Generators in 2012.
Increased localization of power train sensors, accelerator pedal and fuel supply
modules were the other highlights in the Gasoline system Plant. Improvements in
Environment Health and safety were achieved.
The year 2012 witnessed a very significant milestone for the Verna Plant. The year saw
the scheduled completion of the construction activities for the new Plant that had
commenced in 2011, and the same was inaugurated on the 10th of August 2012 by the
Honorable Chief Minister of Goa in the presence of senior Bosch officials as well as our
key suppliers and customers. The new facility has provided the division with the right
platform to scale to greater growth levels in the coming years.
The Plant augmented internal processes by introducing "Project Management as
one of its key process, the BPS initiatives also stabilized with the Point CIP, Flow
production, and various process improvements contributing to reduced lead times. The
Plants Supply Chain continued to focus on cost reduction initiatives, vendor
development and lean inventory management.
Industrial relations at all Plants and other establishments continued to be cordial
through out the year 2012. Various bipartite and tripartite settlements were signed by
different Plants on issues that concerned the management and the workmen in a cordial
atmosphere. On the expected expiry of the Long Term Settlements in three of the Plants on
31.12.2012, the respective Unions have submitted their charter of demands, for the
consideration of the management, and the same are under the active consideration for
negotiations along with the management proposals.
Information Technology (IT)
The annual assessment of the maturity of IT enabled business processes showed further
improvement during the year 2012 on all seven dimensions - significant improvements in the
areas of process organization, authorizations, documentation, training and communication.
A portal based solution was implemented to track goods in transit with the freight
forwarders prior to being received by the customers. Electronic Data Interchange (EDI) of
customer schedules and advanced shipment notifications was implemented with one customer.
New IT tools and central authorizations concept was implemented which supported the
purchase group and purchase organization harmonization across the region.
An initiative in the Bangalore Plant and corporate areas that focused on removal of
unwanted and obsolete IT hardware, software and clean up of data on central storage
achieved significant savings. This was made possible with the active involvement and
enthusiasm of more than 100 internal "Data Security Partners" and more than 1000
Continuous Improvement Process (CIP)
The journey of CIP activities in the Company attained the completion of 2 decades in
the year 2012 and during these 20 years CIP has contributed to orient the associates of
the Company towards Continuous Improvement mindset. Focus on indirect areas has been
improved over the years with the introduction of LeaderCIP approach in the Company. For
optimizing repetitive processes (e.g. Machine Ordering Process, Recruitment Process,
Customer Complaint Resolving Process), VSDiA (Value Stream Design in Indirect Areas) as an
integral part of LeaderCIP, has been gaining a lot of importance since its inception.
VSDiA has become most sought tool of CIP in 2012 for optimizing processes in indirect
areas. A direction has been set to apply SystemCIP model to bring a clear focus for
continuous and proactive improvements even in indirect areas to address application of
Associate level involvement at lower level is being motivated by means of various CIP
tools (e.g. Shop Floor CIP, Voluntary Lernstatt Team, Waste Elimination Process) and
encouraging them to participate in internal as well as external competitions. Our CIP
teams received accolades in the regional competitions. Deep rooted CIP philosophy
practiced in the Company helped to bring increased amount of savings in the difficult year
of 2012 in comparison to 2011 by means of systematic improvements.
Bosch Production System (BPS)
BPS has been playing a prominent role in the Company in bringing improvements on the
shop-floor by following principles and approach of Bosch Production System. To improve
upon the understanding of associates regarding BPS implementation, 2 days BPS Basic
program has been launched. This program has replaced the earlier 3 days "BPS
100" training program inline with the recent learning to give focus to implementation
related with goal/s achievement rather than just addressing the principles of BPS.
Further, to improve upon the contribution of process planners in the progress related with
BPS implementation, "Leading BPS Plant Process Planners" module has been
The assessment methodology being used as part of BPS implementation progress has been
instrumental in improving important aspects on shop-floor for improving BPS implementation
maturity in conceptualization and execution. Considerable improvements in Leveling, Lean
Line Design and reduction in Performance losses have been achieved in 2012.
Diesel Systems Business Excellence
The Diesel Systems Business Excellence integrates the various cross functions in the
Plants and aligns them towards meeting the Companys Diesel Systems Business (INDS)
Vision and Mission. This has been implemented at all the Diesel Systems (DS) manufacturing
Plants in India viz., Bangalore, Nashik and Jaipur. The Company adopted the European
Foundation for Quality Management (EFQM) model of Business Excellence to improve the
organizations effectiveness in a holistic manner.
The Company carries out regular assessments at all Diesel Plants as a health check in
order to continuously improve the systems and processes in its journey towards Business
Excellence. Key performance indicators are measured to enable the achievement of required
results as a cause and effect with respect to all the key stakeholders. INDS is striving
towards institutionalizing a culture of Living Business Excellence as
`Business Excellence at work` by incorporating the same in the INDS Vision & Mission.
The strategic measures / targets are deployed across Plants & connected corporate
functions through Policy Deployment process.
INDS has won many accolades in this exciting journey. Diesel Systems, India as a
business unit was assessed for the first time in 2012 by a team of senior management from
DS worldwide with an external EFQM lead assessor. INDS achieved a milestone equivalent to
the EFQM Recognized for Excellence (R4E) level. Bangalore Plant won the
coveted CII-EXIM Bank award for Business Excellence in 2009, Nashik Plant won
the CII EXIM Bank Prize for Business Excellence in 2012 and Jaipur Plant
was recognized with Significant Achievement on Journey towards Business
Excellence in 2012.
Bosch Vocational Centre
The year 2012 was devoted to intensify training of Associates (workmen and staff) and
sustaining of our excellence in the field of training in the country.
Bosch Vocational Centre conducted and extended its support to various programs such as
On Job Training, Skill Enhancement Training, CIP & 5S, Quality and Safety, Training
Program on Mechatronics, Advanced Measurement Technique, Pneumatics, Hydraulics & CNC,
Need based programmes like OHSAS, TPM and Knowledge Sharing Sessions for Companys
BVC being the "Best in Class" in the country also sustained excellence in the
field of Vocational Training by increasing tally of Gold medal winners to 204. The Company
was declared "Best Establishment" in the country for the 44th time.
Awards and Recognition
The Company won several awards, as recognition of the efforts put in by the Company:
Overall Silver award for vendor performance at the Maruti Suzuki
India Ltd (MSIL) Vendor Conference held at Bangkok in May 2012.
Presidents Award conferred by Mahindra and Mahindra on Bosch
Limited, Diesel Systems for outstanding overall performance for the year 2011-12 at the
vendor conference held at Prague in May 2012.
Sustainable Initiative on Reusable Packaging Award at the Cummins
Vendor Conference held at Pune in June 2012.
Best Supplier of 2012 award by New Holland Fiat India (P) Ltd
(NHFIL) for all-round support given to NHFIL on Fuel Injection Systems for TREM3A
Car India & Bike India award 2013 for being the Automobile
Component Manufacturer of the Year 2013 held at Mumbai in January 2013.
Bosch India Foundation
Bosch India Foundation (BIF), the Trust of the Bosch companies in India, was able to
reach out to an additional 5,700 youths in 2012. Of the two focus areas of Vocational
Skill Development and Health care, the growth in activity was higher in the area of
vocational/ skill training. Through 30 new proposals in 2012, BIF was able to start
activities in new locations such as Pune, Nashik, Kolkatta, Kolar, Mysore, Udupi, Hassan,
Wayanad and Ernakulam. BIF partnered with 20 new NGOs taking the partnership base to
a total of 35. Each partnership was of immense value as it helped the BIF to reach out to
those communities and localities that the NGOs served and had in-depth connection.
In 2012, BIF partnerships offered short duration training in 32 trades. Three new areas
that the Foundation made an entry was in supporting vocational training to i)
specially-abled youth ii) construction workers and iii) rural farmers.
As the aggregate assets and income of MICO Trading Pvt. Ltd., as on December 31, 2012
is not material, no consolidated financial statements under Accounting Standard 21
"Consolidated Financial Statements" as notified under section 211(3C) of the
Companies Act, 1956, has been prepared.
As required under Section 212 of the Companies Act, 1956, annexed hereto are the
Audited Statement of Accounts, the Report of the Board of Directors and Auditors
Report for the year ended 31st December 2012 of MICO Trading Pvt. Ltd.
Mr. Bhaskar Bhat joined the Board as Additional Director and Independent Director with
effect from 01.01.2013.
Mr. Bhaskar Bhat, aged 58 years, is a B.Tech (Mechanical Engineering) from IIT Madras
(1976) and has the Post Graduate Diploma in Management from IIM Ahmedabad (1978). He
started working as a Management Trainee at Godrej & Boyce Manufacturing Company
Private Limited in 1978. After spending five years in Godrej, he joined the Tata Watch
Project which was initiated at Tata Press Limited. Since 1983 he has been associated with
the Tata Watch Project which later became Titan Watches Limited and is now Titan
Industries Limited. Presently, Mr. Bhaskar Bhat is the Managing Director of Titan
Industries Limited and is responsible for Sales & Marketing, Human Resources,
International Business and general managerial assignments of the company.
Mr. Bhaskar Bhat is a member of the Governing Council at the T.A. Pai Management
Institute, Manipal and the SDM Institute of Management and Development, Mysore. He was
appointed as the Chairperson of the Board of Governors at the new National Institute of
Technology established at Uttarakhand. He received Distinguished Alumnus Award in IIT
Madras in 2008. He was conferred the Qimpro Gold Standard Award for Business in February
2010. He won the Most Admired Retail Professional of the year 2011 at the India Retail
Forum 2011 and distinguished Alumnus Award in IIM Ahmedabad in November 2011. He was
ranked as the 4th CEO in a survey conducted by the Business Today, INSEAD and Harvard
Mr. V.K. Viswanathan retired as Managing Director of the Company with effect from the
close of office hours on 31.12.2012. However, he continues as Director and Vice Chairman
of the Board from 01.01.2013.
Dr. Manfred Duernholz ceased to be Joint Managing Director from the close of office
hours on 31.12.2012 consequent to assuming responsibility for leading projects in Diesel
Systems, Robert Bosch GmbH.
The Board of Directors places on record their deep appreciation of the outstanding
contributions made by Mr. V.K. Viswanathan and Dr. Manfred Duernholz to the growth and
profitability of the Company.
With effect from 01.01.2013, the Board of Directors of the Company appointed Dr.
Steffen Berns as Additional Director and Managing Director of the Company responsible for
Automotive Aftermarket, Starters and Generators, Power Tools, Security Technology, Solar
Energy & Thermo Technology and Engineering.
Dr. Steffen Berns, aged 50 years, studied Mechanical Engineering at Darmstadt Technical
University, Germany, and got a Doctorate in Engineering from the Technical University of
Aachen, Germany. He served the Company as General Manager-R&D and OE Sales during the
years 1996 -1998. From 1998 to 1999 he held the position as President of Robert Bosch
India Ltd. (Presently Robert Bosch Engineering and Business Solutions Ltd.). He then went
back to parent company Robert Bosch GmbH as Senior Vice-President, Diesel Systems,
responsible for Engineering Control Units and Sensors and since 2006 as Executive Vice
President, Gasoline Systems division. He joined the Company from 01.09.2012 and became the
Managing Director of the Company w.e.f. 01.01.2013.
With effect from 01.01.2013, the Board of Directors of the Company appointed Mr.
Soumitra Bhattacharya as Additional Director and Joint Managing Director of the Company
responsible for Finance and Administration, IT Co-ordinator and Diesel System Business in
India. Consequent, to his appointment as Joint Managing Director, Mr. Bhattacharya ceased
to be Alternate Director to Dr. B. Bohr from the close of office hours on 31.12.2012.
Mr. Bhattacharya, aged 52 years, is a graduate in Commerce and a Chartered Accountant.
He has been associated with the Company since 1995 and has a valuable experience for over
27 years in the areas of Finance, Accounts and entire commercial functions including HR,
Legal, Tax, systems etc. He served as a Commercial Director of Robert Bosch, Turkey. Prior
to this assignment he served as Vice President responsible for the Commercial and
Administration functions at the Companys Plants at Nashik and Jaipur. He worked in
Stuttgart, Germany, during 1998-99 on deputation to parent company Robert Bosch GmbH as
General Manager at the Feuerbach Plant. He was Executive Director responsible for Finance
and Administration of the Company until 31.12.2012 and became Joint Managing Director of
the Company from 01.01.2013. He was also Alternate Director to Dr. B. Bohr during the
period from 01.07.2011 to 31.12.2012. Mr. Bhattacharya is Vice Chairman of Confederation
of Indian Industry, Karnataka State Council and Chairman of the Consumer Affairs and
Anti-Counterfeiting Committee of Automotive Component Manufactures Association of India.
Names of companies/firms in which Directors of the Company hold/held office as
Director/Partner are given below:
Dr. A. Hieronimus
- MindTree Ltd. (Vice Chairman)
- Bosch Rexroth AG (Member of Supervisory Board)
Mr. V. K. Viswanathan
- Robert Bosch Engineering and Business Solutions Ltd. (up to 31.12.12)
- Bosch Rexroth (India) Ltd. (up to 31.12.12)
- Bosch Chassis Systems India Ltd. (up to 31.12.12)
- Bosch Automotive Electronics India Private Ltd. (up to 31.12.12)
- Bosch Electrical Drives India Private Ltd. (up to 31.12.12)
- MICO Trading Private Ltd. (up to 31.12.12)
- BSH Household Appliances Mfg. Pvt. Ltd.
- FLSmidth Pvt. Ltd.
- Robert Bosch (Bangladesh)Ltd. (up to 01.02.13)
- Indo-German Chamber of Commerce (President)
- Confederation of Indian Industry (Committee Member, Southern & National)
Dr. B. Bohr
- ZF Lenksysteme GmbH (Chairman of Supervisory Board)
Mr. B. Steinruecke
- FAG Bearings India Ltd.
- Zodiac Clothing Company Ltd.
- HDFC ERGO General Insurance Company Ltd.
- Apollo Munich Health Insurance Company Ltd.
- Indo German Chamber of Commerce (Director General)
Mr. B. Muthuraman
- Tata International Ltd.(Chairman)
- Tata Africa Holdings (SA) (Pty) Ltd.(Chairman)
- Tata Steel Ltd. (Vice Chairman)
- Tata Industries Ltd.
- Tata Steel Europe Ltd.
- Tulip UK Holdings No.2 Ltd.
- Tulip UK Holdings No.3 Ltd.
- Tata Incorporated, New York.
- Strategic Energy Technology Systems Ltd.
Mrs. Renu S Karnad
- HDFC Property Ventures Ltd. (Chairperson)
- Credila Financial Services Pvt. Ltd. (Chairperson)
- HDFC Education and Development Services Pvt. Ltd. (Chairperson)
- Housing Development Finance Corporation Ltd. (Managing Director)
- HDFC Asset Management Co. Ltd.
- HDFC ERGO General Insurance Co. Ltd.
- HDFC Standard Life Insurance Co. Ltd.
- Credit Information Bureau (India) Ltd.
- GRUH Finance Ltd.
- HDFC Bank Ltd.
- AKZO Nobel India Ltd.
- Indraprastha Medical Corporation Ltd.
- Feedback Infrastructure Services Pvt. Ltd
- G4S Corporate Services (India) Pvt. Ltd.
- Value and Budget Housing Corpn(India)Pvt. Ltd
- Lafarge India Pvt. Ltd.
- EIH Ltd.
- HT Parekh Foundation
- WNS Global Services (P) Ltd.
- HDFC PLC, Maldives
Mr. Prasad Chandran
- BASF India Ltd. (Chairman and Managing Director)
- BASF Asia Pacific (India) Pvt. Ltd. (Chairman)
- BASF Lanka Private Ltd. (Chairman)
- BASF Catalysts (India) Pvt. Ltd.
- BASF Bangladesh Ltd.
- BASF Grameen Ltd.
- Indo German Chamber of Commerce. (Committee Member)
- Federation of Indian Chamber of Commerce. (Executive Committee Member)
- Bombay Chamber of Commerce and Industry. (Managing Committee Member)
- The Energy and Resource Institute (Committee Member)
Mr. Bhaskar Bhat (from 01.01.2013)
- Tata Ceramics Ltd. (Chairman)
- Virgin Mobile India Pvt. Ltd. (Chairman)
- Titan Industries Ltd. (Managing Director)
- Titan Properties Ltd.
- Titan International Middle East FZE
- Titan Watches & Jly Intl. (Asia Pacific) Pte. Ltd.
- Titan International Marketing Ltd.
- Trent Ltd.
- Titan Time Products Ltd.
- TA Pai Management Institute, Manipal (Member of Governing Council)
- SDM Institute of Management, Mysore (Member of Governing Council)
- Jain University (Member of academic Council)
- National Institute of Technology, Uttarkahand (Chairman, Board of Governance)
- The Titan Foundation for Education (Chairman)
Dr. Manfred Duernholz (up to 31.12.2012)
- MICO Trading Pvt. Ltd. (up to 31.12.12)
Dr. Steffen Berns (from 01.01.2013)
- Robert Bosch Engineering and Business Solutions Ltd.
- Bosch Automotive Electronics India Private Ltd.
- MICO Trading Private Ltd.
- Robert Bosch(Bangladesh)Ltd. (from 01.02.13)
Mr. Soumitra Bhattacharya (from 01.01.2013)
- Bosch Electrical Drives India Private Limited
- MICO Trading Private Limited
- Automotive Component Manufacturers Association of India (Chairman of Consumers
Affairs and Anti-Counterfeiting Committee)
- Confederation of Indian Industry (Vice - Chairman, Karnataka State Council)
Dr. Hieronimus and Mr. B. Steinruecke are liable to retire by rotation and offer
themselves for reelection.
Dr. Hieronimus, aged 65 years, holds a Diploma in Mathematics from the University of
Cologne, Germany. He joined Mannesmann AG in 1979 and held senior positions responsible
for materials management, sales and operation planning in the Mannesmann Group companies
in Germany. In 1990, he became a Member of the Management Board of Mannesmann Demag
Baumaschinen GmbH and later of the Board of Management in Mannesmann Rexroth GmbH. From
1997 to April 2001, he was a Member of Executive Board of Mannesmann Rexroth AG, Germany
and continued in that position till August 2003, upon the takeover of Rexroth AG by Robert
Bosch GmbH. Dr. A. Hieronimus was Managing Director of the Company from 01.09.2003 and
consequent upon assuming new responsibility from 01.02.2008 as Chairman of the Board of
Directors of Bosch Rexroth AG, he ceased to be the Managing Director of the Company from
01.02.2008. The Board of Directors appointed Dr. A Hieronimus as Chairman of the Company
from 01.02.2008. Dr. Hieronimus holds 640 shares in the Company. He is a member of Audit
Committee and Shareholders/Investors Grievance Committee of the Company. He is
also the Chairman of the Shareholders/ Investors Grievance Committee and a
member of the Audit Committee in MindTree Limited.
Mr. B. Steinruecke, aged 57 years, studied Law and Economics in Vienna, Bonn, Geneva
and Heidelberg. He has a Law degree from the University of Heidelberg and passed the Bar
Examination of the High Court of Hamburg. He worked with Coopers and Lybrand, Hamburg
before joining Deutsche Bank in 1984 and rose to become General Manager of the Mumbai
Branch and Joint Chief Executive Officer of Banks operations in India. Later, he
became the Managing Partner and Speaker of the Board of the ABC Privatkunden-Bank, Berlin.
In July 2003, he became the Director General of Indo German Chamber of Commerce. Mr.
Steinruecke is an Independent Director of the Company, Chairman of
Shareholders/Investors Grievance Committee, member of Audit Committee,
Remuneration Committee and the Share Transfer Committee of the Board. He does not hold any
shares in the Company.
Particulars of Employees
Information in accordance with the provisions of Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part
of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act,
1956, this Report and Accounts are being sent to the Shareholders of the Company excluding
the Statement of Particulars of Employees under Section 217(2A) of the Companies Act,
1956. Any shareholder interested in obtaining a copy of the said Statement may write to
the Company Secretary at the Registered Office of the Company and the same will be sent by
A Report on Corporate Governance approved by the Board of Directors of the Company and
a certificate from the Practicing Company Secretary is set out in the Annexure to the
Directors Report. The Company has fully complied with the Corporate Governance
practices specified under the Companies Act, 1956, and the listing agreement with the
A Code of Conduct for Directors and Senior Management, Code of Conduct for Prevention
of Insider Trading, Whistle Blower Policy, Rules and Regulations of Service Conduct for
Managerial and Superintending Staff, Code of Business Conduct etc., effectively support
the Corporate Governance processes.
A Management Discussion and Analysis Report also accompany this report.
Pursuant to clause 55 of the listing agreement, listed companies are required to submit
Business Responsibility Report as part of their annual report covering the principles
enunciated in the said clause. Accordingly, a report on Business Responsibility is set out
in the annexure to this Directors Report. The report covers all activities connected
with Corporate Social Responsibility undertaken by the Company in the year 2012.
Energy, Technology, Foreign Exchange, etc.
The report in respect of conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required under Section 217(1)(e) read with The
Companys (Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, is set out in the Annexure to the Directors Report.
M/s. Price Waterhouse & Co., Bangalore, (Regn. No. 007567S) Chartered Accountants,
the retiring auditors, are eligible for re-appointment.
Directors Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report
In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any.
Accounting policies have been selected and applied consistently and the
judgments and estimates made are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
or loss of the Company for that period.
Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 1956, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
The annual accounts have been prepared on a going concern basis.
The Directors express their gratitude to the Central Government and the State
Governments of Karnataka, Maharashtra, Rajasthan and Goa for the support given to the
Company. The Directors also thank all customers, dealers, suppliers, financial
institutions and banks, members and others connected with the business of the Company for
For and on behalf of the Board of Directors
|27th February 2013
Annexure to the Report of the Directors
[Particulars required under the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988]
A. Conservation of energy
Energy conservation initiatives receive highest priority across all our locations. The
Company has strong commitment towards reducing CO emissions. The projects viz., use of
energy efficient VRV (Variable Refrigerant Volume) system in place of conventional AC (Air
Condition), introduction of Turbo Vent fans in place of exhaust fans and elimination of
chiller unit for Sinus Testing Machine, initiated by the Company in the year 2012 yielded
very good results.
a) Measures taken during the year 2012
- Introduction of "Turbo Vent" fans in place of exhaust fans.
- Use of energy efficient VRV system in place of conventional AC.
- Elimination of heaters and pumps in HWG (Hot Water Generation) system.
- Elimination of Chiller unit for Sinus Testing Machine.
- Modification in "DIESEN" impregnation machine.
- VFD `s for exhaust and air blowing motors.
- Energy saving by Switching off AHU chiller pump.
- Load Balancing & Harmonic mitigation in Plant.
- Temperature controlling in Cleaning Machines.
- Control of air conditioners in office & Shop floor.
- LED lights for street lighting.
- Air leakage corrections.
- Harnessing solar energy.
b) Additional proposals being implemented
- Power factor improvement in shop feeders.
- Light pipe installation.
- Energy efficient Grundfos pumps for Compressor cooling systems & other areas.
- Introduction of VFD Compressor.
- Hydro pump system.
- Adiabatic cooling system.
- Use of non conventional sources(Solar park).
c) Impact of the above measures
In the year 2012, the implementation of energy conservation measures has resulted in
net electrical energy savings of 8.68 Mio. kWh annually.
B. Technology absorption
(a) Research and Development
1. Specific areas in which R&D was carried out.
Fuel Injection Equipment (FIE): Diesel
- In-line pump (PE) with integrated Electronic Governor capable to meet <4% speed
droop for the Genset segment was developed.
- Prestigious OE business was acquired in the Commercial Vehicle segment with the SCR
(Selective Catalytic Reduction) system solution.
- Combined with Bosch international development network, Diesel Particulate Filter
technology adaptation lead to innovative functions development in the Passenger car
segment which is crucial for Bharat Stage-5 implementation in the Indian market.
- Extension of EMS Technology in the Light Passenger Vehicle (LPV) to Bharat Stage-4,
Bharat Stage-5 and CNG LPV applications.
- Joint Global Platform, Development of Emerging Market Fuel Supply Module and
- 2 Wheeler EMS development.
Starters and Generators:
- SOP of Thermal protected Starter Motors to prevent overload/abuse operations in
- Development of High efficiency compact generator with vacuum pump for PC-Diesel.
- Development of Gear reduction Starter Motors with water protection for tractor
- Launch of Exclusive range of spark plugs for CNG applications.
- Launch of Spark plugs to meet new emission norm as per ARAI standards.
Glow Plug & Glow Control Units:
- New platform Glow Plugs with reduced tip diameter for Global OEM applications.
- Development of Glow Plugs for European Aftermarket applications.
- Development of Glow Control Units for 2 Cyl. BS4 applications.
2. Benefits derived
The initiatives have resulted in benefiting our
customers and the end users, as enumerated below.
- Reducing Emissions
- Improving fuel economy and consequent reduction in CO2
- Optimum cost/benefit ratio for system solutions
Future plan of action
- Build up competence in engine management solutions for technologies beyond Bharat
- Projects on energy conservation to enable reduced carbon dioxide emissions thereby
reducing the carbon foot print.
- Product portfolios relevant to the low price vehicle segment.
- Increase the depth of localisation.
- Increase in competencies across business sectors to take advantage of the potential
in the Indian market through efficient processes and systems.
- Improve cost competitiveness across all areas and business divisions.
3. Expenditure on R&D
|d) Total R & D expenditure as a percentage of total turnover
(b) Technology absorption, adaptation and innovation
1. Efforts made
The Company in its efforts to keep updated with the latest technology, made continuous
exchange of information with member companies of the Bosch Group worldwide.
This has enabled the Company to keep abreast with the latest developments in product
technology, manufacturing process and methods, quality assurance and improvement,
marketing, management systems and benefit out of mutual experience. The Companys
Technical Centre (TCI), through expertise in technology collaborations with the payers in
the automotive industry, develops solutions and system that match the specific needs of
the manufacturer. The Company has the requisite infrastructure and technically competent
engineers to translate the latest technical know-how into products that meet the
requirements of local and international customers.
2. Benefits derived
The benefits are the same as enumerated in
B (a) 2 above.
3. Technology imported during the last 5 years
In addition to the existing technical collaborations for products in the field of Fuel
Injection Equipment, Spark Plugs, Auto Electrical, Power Tools, Compact Alternators, etc.,
the Company has entered into technical collaborations for the following products during
the last 5 years:
|Throttle Position Sensor and Assembly Lines (ATMO).
|Electronic Control Units.
|Compact Direct Starter Motor,
|Start-Stop Motor-SSM1; SSM-Eco,
|Common Rail Electronic
|Control Units-EDC17; Temperature
|Sensor TF-W; and VP37 product sub-class VE-EDC.
|Packaging Machines of ranges
|Pack 201Hand load infeed, Pack 301 inline Feeder for compressible biscuits, SVI 2620
& SVI 4020;
|Crank Shaft Sensor DG-6 family and Accelerator Pedal Module
4. Technology absorption
The Bosch Group is a leading global supplier of technology and services. The
Companys membership in the Bosch Group gives it access to the future technologies.
The Company is therefore able to offer at any point of time state-of-the-art technology to
meet the requirements of its national and international customers.
C. Foreign exchange earnings and outgo
|a) Export activities:
|b) Total foreign exchange used and earned:
|Foreign exchange used (including for capital assets)
|Foreign exchange earned