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Directors Report of Bajaj Finserv Ltd.

Mar 31, 2021

At the outset, your Company''s (BFL) Board of directors commiserates with the families of all employees, shareholders and others who succumbed to this dreadful COVID-19 pandemic.

Your directors present the thirty-fourth Annual Report along with the audited standalone and consolidated financial statements for FY2021. This report read with the Management Discussion and Analysis include details of the macro-economic scenario, Company''s performance, various initiatives taken by the Company as well as its approach to risk management.

Circulation of Annual Reports in electronic form

Pursuant to Ministry of Corporate Affairs'' (''MCA'') circulars dated 8 April 2020, 13 April 2020, 5 May 2020 and 13 January 2021, read with SEBI Circulars dated 12 May 2020 and 15 January 2021, relaxation has been granted to the companies in respect of sending physical copies of annual report to shareholders and requirement of proxy for general meetings held through electronic mode till 31 December 2021.

Accordingly, the financial statements (including Boards'' Report, Corporate Governance Report, Management Discussion and Analysis, Auditors'' Report and other documents to be attached therewith) are being sent only through electronic mode to those shareholders whose email addresses are registered with the Company''s Registrar and Share Transfer Agent viz.,

KFin Technologies Private Limited (''KFin'')/Depository Participants, and whose names appear in the register of members as on Friday, 18 June 2021. The Company has also made arrangements for those shareholders who have not yet registered their email address to get these registered by following the procedure prescribed in the notice of Annual General Meeting (AGM).

The Annual Report for FY2021 is also available on the website of the Company at https://www.bajajfinserv.in/finance-investor-relation-annual-reports.

Financial results

The highlights of the standalone financial results are given below

Particulars

FY2021

FY2020

(H In Crore)

% change over FY2020

Total income

23,546

23,834

(1)

Interest and finance charge

7,446

7,857

(5)

Net interest income

16,100

15,977

1

Total operating expenses

5,016

5,364

(6)

Pre-provisioning operating profit

11,084

10,613

4

Impairment on financial instruments

5,721

3,805

50

Profit before tax

5,363

6,808

(21)

Profit after tax

3,956

4,881

(19)

Retained earnings as at the beginning of the year

10,349

7,612

36

Profit after tax

3,956

4,881

(19)

Other comprehensive income on defined benefit plan

(26)

(25)

(0)

Retained earnings before appropriations

14,279

12,468

15

Appropriations

Transfer to reserve fund u/s 45-IC(1) of the RBI Act, 1934

(792)

(977)

(19)

Dividend paid

-

(950)

Tax on dividend

-

(195)

Adjustment of dividend to ESOP Trust

-

3

Retained earnings as at the end of the year

13,487

10,349

30

Due to rounding off, numbers presented in above table may not add up precisely to the totals provided.

Transfer to reserve fund

Under section 45-IC(1) of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of H 792 crore to its reserve fund.

Vide amendment dated 5 June 2020 to the Companies (Share Capital and Debenture) Rules, 2014, (the ''Rules'') the requirement to invest upto 15% of the amount of debentures maturing during the next financial year, in case of privately placed debentures, has been done away with. Further, in terms of the provisions of the Companies Act, 2013 (the ''Act'') and the Rules, the Company, being a NBFC, is exempt from transferring any amount to debenture redemption reserve in respect of privately placed debentures.

Dividend distribution policy

Pursuant to the provisions of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''SEBI Listing Regulations''), the Company had formulated a dividend distribution policy. The Board, at its meeting held on 15 March 2021, amended the said policy. In terms of the amendment, the Board will endeavour to maintain a dividend pay-out in the range of 15% to 25% of the profit after tax on a standalone basis. Prior to the amendment, the pay-out was up to 15%. The revised policy is annexed to this report and is also available on the website of the Company at https://www.bajajfinserv.in/media/finance/downloads/dividend-distribution-policy.pdf.

Dividend

The directors recommend, for consideration of the members at the ensuing AGM, payment of dividend of H 10 per equity shares (500%) of face value of H 2. The total dividend for FY2021 is H 602.59 crore.

The dividend recommended is in accordance with the principles and criteria set out in the dividend distribution policy.

Dividend paid for FY2020 was H 10 per equity share (500%) of face value of H 2. The amount of dividend and tax thereon aggregated to H 725.37 crore.

In view of the amendment to the Income Tax Act, 1961 through the Finance Act, 2020, imposition of dividend distribution tax has been abolished. The dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company. For further details on taxability, please refer Notice of AGM.

COVID-19 pandemic

The COVID-19 pandemic which is a once in a lifetime occurrence has brought with it an unimaginable suffering to people and to almost all sections of the economy. The nationwide lockdowns to curtail the transmission of disease, had put the global economy in extreme stress of the level not seen since the Great Depression and would have a long-lasting economic impact.

The dynamic and evolving nature of the pandemic with its resurgence (second wave) at the close of the year once again creates uncertainty, including economic impact. Hopefully, the outreach of vaccination drives across the country, additional efforts to set up medical infrastructure and obtain required medical supplies, in addition to continued adherence to COVID-19 specific protocols will help in overcoming this testing situation.

Like the greater economy, the pandemic coupled with the lockdown and relief measures provided by RBI had a bearing on the performance of the Company. The impact of the above on the performance of the Company and the measures adopted by the Company to steer through the pandemic have been discussed in detail in Management Discussion and Analysis.

Working results of the Company

The performance of the Company was impacted due to the COVID-19 pandemic resulting in marginal growth in consolidated Assets Under Management (''AUM'') by 4% and a degrowth in the consolidated profit after tax by 16%. FY2021 was earmarked by lower acquisition volumes, higher liquidity buffers and increased recovery costs. Despite the challenges, the Company once again demonstrated the resilience of its business model which generates strong pre-impairment profitability to absorb higher losses resulting from the crisis.

BFL maintained a conservative stance on volumes as post-lockdown restrictions were gradually lifted till August 2020.

The conservative stances were maintained considering extended moratoriums, disruption in economic activity, weakened portfolio quality and collections, and absence of updated customer bureau data.

Consolidated Performance highlights for FY2021 are as below

Number of new loans booked: 16.88 million

AUM grew by 4% to H 152,947 crore

Total income increased by 1% to H 26,683 crore

Net interest income (NII) rose by 2% to H 17,269 crore

• Total operating cost to NII improved to 30.7% from 33.5% in FY2020

Loan losses and provisions was H 5,969 crore. During FY2021, the Company has done accelerated write-offs of H 3,500 crore of principal outstanding on account of COVID-19 related stress and advancement of its write-off policy.

The Company holds a management overlay and macro provision of H 840 crore as of 31 March 2021

BFL''s Gross NPA and Net NPA stood at 1.79% and 0.75%, respectively - amongst the lowest across all NBFCs.

The Company''s loan book continued to remain strong because of its deeply embedded risk culture and robust risk management practices

Profit before tax (PBT) decreased by 18% to H 5,992 crore Profit after tax (PAT) decreased by 16% to H 4,420 crore

Capital adequacy ratio as of 31 March 2021 was 28.31%, which is well above the RBI norms. Tier I adequacy ratio was 25.11%

For more details on the performance of the Company, its products and risk management framework and initiatives, please refer to Management Discussion and Analysis.

Operations

BFL, being one of the largest and most diversified NBFCs in India has transformed itself from a mono-line captive lender to a diversified financial service business.

The Company was amongst the early movers to transit to digital process in the financial services industry. The Company has embarked to create an ''omnichannel'' framework to conduct its business. The omnichannel model will provide flexibility to the customer to move between online to offline and vice versa in a frictionless manner. It had already moved from ''Physical'' to ''Phygital''.

Further details regarding the operations, state of affairs and initiatives of the Company are given in the Management Discussion and Analysis.

Moratorium and restructuring of loans

RBI issued guidelines on 27 March 2020 permitting all commercial banks, co-operative banks, All- India Financial Institutions and NBFCs to give moratorium to customers in respect of instalments falling due between 1 March 2020 to 31 May 2020. It then further extended the moratorium period by three months till 31 August 2020, through its notification dated 23 May 2020. Accordingly, the Company offered moratorium to its customers based on a Board approved policy.

RBI, through its circular dated 6 August 2020, provided a resolution framework for COVID-19 related stress and allowed a one-time restructuring of certain categories of loans from 1 September 2020 till 31 December 2020. In line with the RBI''s framework and a Board approved policy, the Company executed restructuring to the tune of H1,725 crore (approximately 1.50% of AUM).

The impact of the moratorium and restructuring on the performance of the Company is discussed in the Management Discussion and Analysis.

Customer engagement

The Company strives to create a culture of ''Customer Obsession'' and endeavours to provide a frictionless experience across the lifecycle, from pre-disbursal to closure of loan, deposit accepting activities and other value-added services.

The Company measures, through an independent third party, its Net Promoter Score to rate its customer loyalty. This helps the Company to gauge the outcome of its customer engagement efforts.

The initiatives of the Company towards customer engagement are detailed in the Management Discussion and Analysis.

Subsidiaries, associates and joint ventures

The Company has two wholly owned subsidiaries, viz.,

(i) Bajaj Housing Finance Ltd. (''BHFL'' or ''Bajaj Housing''), which is registered with National Housing Bank as a Housing Finance Company (HFC); and

(ii) Bajaj Financial Securities Ltd. (''BFinsec''), which is registered with the Securities and Exchange Board of India (SEBI) as a stockbroker and depository participant.

BHFL commenced its business in FY2018. BFinsec commenced its commercial operations in FY2020.

During FY2021, no new subsidiary was incorporated/acquired. The Company does not have any associate company, nor has it entered into a joint venture with any other company.

The financial statements of the subsidiary companies are also available in a downloadable format under the ''Investor Relations'' section on the Company''s website at https://www.bajajfinserv.in/finance-investor-relation-annual-reports.

The Company''s policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with regulation 16 of the SEBI Listing Regulations, can be accessed on the Company''s website at https://www.bajajfinserv.in/ media/finance/downloads/policy-for-determining-material-subsidiaries.pdf.

In terms of the said policy and provisions of regulation 16 of the SEBI Listing Regulations, BHFL is a material subsidiary of the Company as its net worth exceeds 10% of the consolidated net worth of the Company.

Performance highlights of the subsidiaries are given below:

BHFL

AUM as at 31 March 2021 was H 38,871 crore as compared to H 32,705 crore as at 31 March 2020, representing a growth of 19%

Total income increased by 19% to H 3,155 crore NII rose by 15% to H 1,189 crore

Total operating cost to NII improved significantly to 27.7% from 32.9% in FY2020

Impairment on financial instruments was H 247 crore. BHFL holds a management overlay provision of H 166 crore as of 31 March 2021 on account of COVID-19 related stress

Gross NPA and Net NPA were at 0.35% and 0.22%, respectively, amongst the lowest across all HFCs PBT increased by 8% to H 613 crore PAT grew by 8% to H 453 crore

As on 31 March 2021, capital adequacy ratio was 21.33%, which is well above the NHB norms of 14%

BFinsec

Total Income for FY2021 was H 36.34 crore PAT was H 5.55 crore

For more detailed discussion on the performance of the subsidiaries and their various segments, refer to the Management Discussion and Analysis.

A separate statement containing the salient features of the subsidiaries in the prescribed form AOC -1 is attached to the standalone financial statements.

Directors and key managerial personnel (KMP)

A. Change in Directorate

Having been at the helm of affairs of the Company for over three decades, Rahul Bajaj, as a part of succession planning, demitted the office of Chairman of the Company w.e.f. close of business hours on 31 July 2020.

The Board, at its meeting held on 21 July 2020, appointed Sanjiv Bajaj as Non-executive Chairman of the Company w.e.f. 1 August 2020.

Due to his health, Rahul Bajaj stepped down from the Board of the Company w.e.f. the close of business hours on 30 April 2021. The Board, after considering his huge contribution to the spectacular success of the Company and in order to benefit from his tremendous experience, conferred upon him the status and title of Chairman Emeritus w.e.f. 1 May 2021. His insights on strategic aspects, corporate governance related matters, brand and image building will further steer the Company to achieve its strategic and business objectives. He has agreed to shoulder the responsibility of Chairman Emeritus without any compensation and would not be considered as a director for the purpose of the provisions of the Act and SEBI Listing Regulations.

B. Directors liable to retire by rotation

Rajiv Bajaj retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment.

Brief details of Rajiv Bajaj, who is seeking re-appointment, are given in the Notice of AGM.

C. KMP

There was no change in the KMP of the Company during FY2021.

As per the requirements of the RBI Directions and SEBI Listing Regulations, details of all pecuniary relationship or transactions of the non-executive directors vis-a-vis the Company are disclosed in the Corporate Governance Report.

Declaration by independent directors

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

Policy on directors'' appointment and remuneration

The salient features of the policy on directors'' appointment and remuneration forms a part of the ''Corporate Governance Report''. This policy is also placed on the Company''s website and can be accessed at https://www.bajajfinserv.in/media/ finance/downloads/remuneration-policy.pdf.

Annual return

A copy of the annual return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company''s website and can be accessed at https://www.bajajfinserv.in/ finance-investor-relation-annual-reports.

Number of meetings of the Board

Six (6) meetings of the Board were held during FY2021. Details of the meetings and attendance thereat forms part of the ''Corporate Governance Report''.

Directors'' responsibility statement

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values pursuant to the provisions of the Act and guidelines issued by SEBI/RBI. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy. These form a part of the Notes to the financial statements.

In accordance with the provisions of section 134(3)(c) of the Act and based on the information provided by the management, the directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that 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 of the Company for FY2021;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

Audit Committee

The Audit Committee comprises of Dr. Omkar Goswami as Chairman and Sanjiv Bajaj, Ranjan Sanghi and Dr. Naushad Forbes as other members.

The brief terms of reference and attendance record of members are given in the Corporate Governance Report.

Particulars of loans, guarantees and investments

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report.

During FY2021, the Company infused capital in the following:

1. One MobiKwik Systems Pvt. Ltd. (MobiKwik)

Pursuant to a commercial agreement with MobiKwik, the Company was allotted 22,944 Series E compulsorily convertible cumulative preference shares, in tranches, against receivables aggregating to H 18.89 crore.

Total investment in MobiKwik as on 31 March 2021 is approximately H 281.21 crore.

2. BFinsec

In order to support BFinsec to augment its minimum net worth and consequently help leverage its Margin Trading Financing requirements, the Company made further investment of approximately H 150 crore. The total investment in BFinsec as on 31 March 2021 is H 270.38 crore.

The Company continues to stay invested in BHFL and RBL Bank Ltd. Information regarding investments covered under the provisions of section 186 of the Act is detailed in the financial statements.

Employee Stock Options (ESOP)

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Company objectives, and promote increased participation by them in the growth of the Company.

Shareholders, through postal ballot, approved amendment to the existing ESOP Scheme to, inter alia, increasing the limit of options by 10,000,000 options; and treatment of unvested and vested options at the time of retirement. The maximum limit of stock options that can be granted under the scheme now stand revised from 25,071,160 options to 35,071,160 options.

A statement giving complete details, as at 31 March 2021, under regulation 14 of the SEBI (Share Based Employee Benefits Regulations, 2014, is available on the website of the Company and can be accessed at https://www.bajajfinserv.in/finance-investor-relation-annual-reports.

Grant wise details of options vested, exercised and cancelled are provided in the notes to the standalone financial statements.

The Company has not issued any sweat equity shares or equity shares with differential rights during FY2021.

Share capital

During FY2021, 898,270 equity shares, at applicable grant prices, were allotted to BFL Employee Welfare Trust under the BFL Employee Stock Options Scheme, 2009.

As on 31 March 2021, the paid-up share capital of the Company stood at H 120.52 crore consisting of 602,587,339 equity shares of face value of H 2 fully paid up.

Related party transactions

All contracts/arrangement/transactions entered by the Company during FY2021 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction entered into is also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during FY2021 were on arm''s length basis and in the ordinary course of business of the Company under the Act and not material under the SEBI Listing Regulations or extant RBI guidelines. None of the transactions required members'' prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during FY2021 are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

The Company has formulated a policy on materiality of related party transactions and on dealing with related party transactions including clear threshold limits, duly approved by the Board. The Board has reviewed the policy and has not recommended any change to either the policy or prescribed threshold. The policy is available on the website of the Company at https://www.bajajfinserv.in/media/finance/downloads/policy-on-materiality-of-related-party-transactions.pdf and also forms a part to the Corporate Governance Report.

Material changes and commitments

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

Conservation of energy

The operations of the Company are not energy intensive. The Company implements various energy conservation measures across all its functions and value chain, which are highlighted in the Business Responsibility Report.

Technology absorption

The details pertaining to technology absorption have been explained in the annexed Management Discussion and Analysis.

Foreign exchange earnings and outgo

During FY2021, the Company did not have any foreign exchange earnings and the foreign exchange outgo in terms of actual outflow amounted to H 128.17 crore (FY2020 - H 203.67 crore).

Risk management

The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which, in the opinion of the Board, may pose significant loss or threat to the Company.

The Company re-calibrated its risk management framework and approach to enable it to tide over the ongoing COVID-19 pandemic. These included:

Tightening of underwriting and LTV norms across all businesses Buttressing of collection infrastructure and capacity Offering flexible payment options to the customers Pausing lending in B2C and commercial lending during the lockdown

Building multiple scenarios on potential COVID-19 credit cost impacts taking into consideration lockdown, behaviour of moratorium customers, collection capacity management, changes in regulatory forbearance and response of the economy after the lockdown

Proactive contingency provisioning to the tune of H 672 crore

The above initiatives helped the Company to bounce back to pre-COVID levels in the risk metrics.

Further, during FY2021, the Board enhanced the scope of risk management committee to cover operational, reputational and market (investment) risk. The frequency of the meetings of the Risk Management Committee has been increased to have a closer oversight. Details of the Committee are given in the Corporate Governance Report.

As per RBI circular on Risk Management System - Appointment of Chief Risk Officer dated 16 May 2019, Fakhari Sarjan is the Chief Risk Officer (CRO) of the Company. Further, in terms of the said circular, an independent meeting of the CRO with the Board/Risk Management Committee in absence of the Managing Director is organised on a quarterly basis.

More detailed discussion on the Company''s risk management and portfolio quality is covered in the Management Discussion and Analysis.

Corporate social responsibility (CSR)

The CSR Committee comprises of three directors viz., Rahul Bajaj, Sanjiv Bajaj and Dr. Naushad Forbes. Consequent to resignation of Rahul Bajaj w.e.f. close of business hours on 30 April 2021, the CSR Committee was re-constituted with induction of Rajeev Jain as its member and Sanjiv Bajaj, member, was designated as Chairman w.e.f. 1 May 2021.

During FY2021, the Committee met three (3) times. The attendance record of members is given in the Annual Report on CSR activities.

Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the ''CSR Rules'') have been amended substantially with effect from 22 January 2021.

In terms of the provisions of the Act, read with the CSR Rules, the Annual Report on CSR activities under the format prescribed in Annexure II of the CSR Rules is annexed to this Report.

In line with the said amendments, the Board, at its meeting held on 27 April 2021, amended the existing Policy.

The Policy is uploaded on the website of the Company and can be accessed at https://www.bajajfinserv.in/corporate-social-responsibility.pdf.

Further, in terms of the amended CSR Rules, Chief Financial Officer has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for FY2021.

Formal annual evaluation

Information on the manner in which formal annual evaluation is made by the Board of its own performance and that of its Committees, Chairperson and individual directors is given in the annexed Corporate Governance Report.

Significant and material orders

During FY2021, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Company''s operations in future.

In January 2021, the RBI imposed a monetary penalty of H 2.50 crore on the Company for non-compliance with provisions of Directions on Managing Risks and Code of Conduct in Outsourcing of Financial Services by NBFCs. The Company maintains that this is neither financially significant nor material in nature and does not affect the going concern status of the Company. However, the Company has strengthened its collections infrastructure, institutionalised the framework for training of recovery agents and has taken other measures to ensure that such incidents do not recur.

Internal audit

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit function process owners undertake corrective action in their respective areas.

Significant audit observations and corrective actions thereon are presented to the Audit Committee on quarterly basis.

RBI, through its circular dated 3 February 2021, has introduced risk based internal audit (RBIA) for NBFCs, by which applicable NBFCs shall put in place a RBIA framework by 31 March 2022.

On the recommendation of the Audit Committee, the Board has approved a RBIA framework, along with appropriate processes and plans for internal audit. This has been implemented from 1 April 2021.

Business continuity and cyber security

In the wake of COVID-19 pandemic, the Company swiftly leveraged its technological capabilities to ensure bandwidth availability, set-up virtual private networks, make laptops available wherever needed, and created multiple available platforms for collaboration and team meetings over digital media. This allowed operations to continue under the ''Work-from-Home'' protocol. The Company also enabled remote access for identified IT vendors/partners to enable full resources for user support, DC support, application maintenance and testing. Simultaneously, the Company increased its thrust on digital capabilities to connect with customers for servicing and recovery during the lockdown period.

To improve its cyber security posture, the Company has migrated all its critical internet-facing properties behind a well-known cloud-based web application firewall to safeguard against web application attacks as well as distributed denial of service attacks.

Further, regular vulnerability assessment and penetration testing, review of segregation of duties, other audit and compliance testing(s) have ensured that the Company''s information assets are safe and secure. An awareness program is conducted for all employees using the digital channel regarding cyber security. Employees of the Company are required to undergo a mandatory online learning module on information security and affirm that they have understood and are aware of the protocols to be followed. Regular information security related mailers are also sent to all employees for awareness and training purpose.

The Company will continue its focus on the automation of security orchestration to respond to cyber incidents through its security operations centre.

A detailed discussion on information systems, cyber security and information technology is covered under ''Management Discussion and Analysis''.

Information system audit

In terms of the Master Direction on Information Technology Framework for the NBFC Sector, NBFCs are required to have an information system audit at least once in two years. During FY2021, a system audit was conducted by a CERT-in empaneled audit firm. The areas audited were, inter alia, user access management, patch management, business continuity and disaster recovery, data protection and the information security management system framework. The audit revealed no major observations.

Internal financial controls

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. Internal financial controls of the Company are also similarly commensurate.

These have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

Deposits

The Company accepts deposits from retail and corporate clients. As on 31 March 2021, it had a deposit book of H 25,803.43 crore, delivering an annual growth of 20% in FY2021. Deposits contributed to 26% of BFL''s standalone borrowings versus 21% as at the end of FY2020.

During FY2021, the Company accepted public deposits of H 8,850.82 crore. Public deposits outstanding as at the end of the year aggregated to H 18,961.23 crore.

Pursuant to provisions of the RBI Act, 1934, the Company has created a charge on statutory liquid assets amounting to H 3,275.03 crore in favour of the trustee for FD holders.

During FY2021, the Company accepted inter corporate deposits (ICDs) of H 4,550.59 crore. ICDs outstanding as on 31 March 2021 were H 4,012.86 crore.

During FY2021, the Company accepted other deposits of H 2,448.48 crore. Other deposit outstanding as on 31 March 2021 were H 2,829.34 crore.

During FY2021, there was no default in repayment of deposits or payment of interest thereon.

As on 31 March 2021, there were 6 FDs amounting to H 16.43 lakh which had matured and remained unclaimed and interest on matured deposits amounting to H 0.18 lakh and interest on active deposits amounting to H 0.95 lakh had also remained unclaimed.

To avoid piling up of unclaimed deposits, depositor''s money shall be paid by default on maturity date through RTGS/NEFT unless renewal instructions have been submitted by the depositor. Wherever it is not possible to make the payment and the amount remains unclaimed, the following process has been adopted:

Wherever payment of deposit amount and interest thereon is rejected by bank, the Company''s customer service team calls the depositor to inform about the reason(s) for the rejection and advises them on the process of changing their linked bank account.

In addition, SMS/email are also sent to depositors to inform them of rejection reason(s) which advise them to initiate appropriate action to update their bank details.

In case of death of depositors, claim settlement process is advised to joint depositors/nominee/legal heir, as the case may be.

Wherever resident status of the depositors has changed from Resident to Non-Resident, they are advised to submit updated FATCA/CRS declaration and to get their bank details updated.

Borrowings

The Company had established a Secured Euro Medium Term Note Programme for USD 1.5 billion listed on Singapore Exchange Securities Trading Ltd. during FY2020, to be utilised over a period.

During FY2021, the Company has availed external commercial borrowing (ECB) to the tune of USD 175 million in addition to USD 575 million availed during FY2020. The ECB is within overall borrowing limits approved by the shareholders of H 160,000 crore.

During FY2021, the Company has issued non-convertible debenture to the tune of H 8,213 crore and redeemed non-convertible debentures and subordinate debt to the tune of H 10,619.30 crore and H 228.70 crore respectively.

Credit rating

The brief details of the ratings received from credit rating agencies by the Company for its outstanding instruments is given in General Shareholder Information.

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 SEBI Listing Regulations. The Audit Committee reviews the functioning of the whistle blower policy. The policy/vigil mechanism enables directors and employees to report to the management their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy and leak or suspected leak of unpublished price sensitive information. More details are given in Corporate Governance Report.

The whistle blower policy is uploaded on the website of the Company and can be accessed at https://www.bajajfinserv.in/ media/finance/downloads/whistle-blower-policy.pdf.

RBI guidelines

The Company continues to fulfil all the norms and standards laid down by RBI pertaining to non-performing assets, capital adequacy, statutory liquidity assets, etc. As against the RBI norm of 15%, the capital to risk-weighted assets ratio of the Company was 28.31% as on 31 March 2021. In line with the RBI guidelines for asset liability management (ALM) system for NBFCs, the Company has an asset liability committee, which meets monthly to review its ALM risks and opportunities.

The Company continues to be in compliance with the NBFC - Corporate Governance (Reserve Bank) Directions, 2015.

Statutory disclosures

The financial statements of the Company and its subsidiaries are placed on the Company''s website at https://www.bajajfinserv.in/finance-investor-relation-annual-reports.

Details required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, containing, inter alia, the ratio of remuneration of directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report.

Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, which form part of the Directors'' Report, will be made available to any member on request, as per provisions of section 136(1) of the Act.

The Company being an NBFC, the provisions relating to Chapter V of the Act, i.e., acceptance of deposit, are not applicable. Disclosures as prescribed by Non-Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this Annual Report.

The provision of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

The Company has a policy on prevention of sexual harassment at the workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The number of complaints received, disposed of and pending during FY2021 is given in the annexed ''Corporate Governance Report''.

There is no change in the nature of business of the Company during FY2021.

The Company has not defaulted in repayment of loans from banks and financial institutions.

There were no delays or defaults in payment of interest/principle of any of its debt securities.

The Managing Director, as per the terms of his appointment, does not draw any commission or remuneration from subsidiary company. Hence, no disclosure as required under section 197(14) of the Act has been made.

Disclosures pursuant to RBI Master Directions, unless provided in the Directors'' Report, form part of the notes to the standalone financial statements.

Corporate governance

In terms of the SEBI Listing Regulations, a separate section titled Report on Corporate Governance has been included in this Annual Report, along with the Management Discussion and Analysis and report on General Shareholder Information.

All Board members and senior management personnel have affirmed compliance with the Company''s code of conduct for FY2021. A declaration to this effect signed by the Managing Director is included in this Annual Report.

The Managing Director and the Chief Financial Officer have certified to the Board in relation to the financial statements and other matters as specified in the SEBI Listing Regulations.

A certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Acknowledgement

The Board places its gratitude and appreciation for the support and cooperation from its members, the RBI and other regulators, banks, financial institutions, trustees for debenture holders and fixed deposit holders.

The Board also places on record its sincere appreciation for the commitment and hard work put in by the management and the employees in these trying times.

On behalf of the Board of directors

Sanjiv Bajaj Chairman

27 April 2021


Mar 31, 2019

Directors' Report

The directors present their Twelfth Annual Report and audited financial statements for the year ended 31 March 2019.

Financial results

The financial results of the Company are elaborated in the Management Discussion and Analysis Report.

The highlights of the Standalone Financial Results are as follows:

 

 

(Rs. In Crore)

Particulars

FY2019

FY2018

Total income

448.56

252.26

Total expenses

122.57

85.05

Profit before tax

325.99

167.21

Tax expense

18.82

25.59

Profit for the year

307.17

141.62

Earnings per share (Rs)

19.3

8.9

Closing balances in reserve/other equity

Particulars

FY2019

FY2018

 

 

 

Securities premium account

929.18

929.11

General Reserve

1,197.14

1,197.14

Share based payments reserve

3.04

-

Retained earnings

951.98

673.93

Total

3,081.34

2,800.18

Note: Detailed movement of above reserves can be seen in 'Statement of Changes in Equity'. The highlights of the Consolidated Financial Results are as follows:

 

 

(Rs. In Crore)

Particulars

FY2019

FY2018

 

 

 

Total income

42,605.57

32,862.66

Total expenses

34,452.19

26,765.24

Profit before tax

8,154.74

6,098.71

Tax expense

2,780.89

1,922.36

Profit after tax

5,373.85

4,176.35

Profit attributable to non-controlling interests

2,154.81

1,526.09

Profit for the year

3,219.04

2,650.26

Earnings per share (Rs.)

202.3

166.5

Dividend

Your directors recommend for consideration of the shareholders at the ensuing Annual General Meeting (AGM), payment of a dividend of Rs.2.50 per eguity share (50%) of face value of Rs.5 each for the year ended 31 March 2019. The amount of dividend and the tax thereon to the extent applicable aggregate to Rs. 39.79 crore.

For the year ended 31 March 2018, the dividend paid was Rs.1.75 per eguity share (35%) of face value of Rs.5 each. The amount of dividend and the tax thereon to the extent applicable aggregated to Rs. 27.85 crore.

Share capital

The paid-up eguity share capital as on 31 March 2019 was Rs 79.57 crore consisting of 159,136,111 fully paid-up eguity shares of face value of Rs.5 each. During the Rights Issue of eguity shares made by the Company in 2012, certain shares had been kept in abeyance as reguired by law. With resolution of a few cases during the year under review, the Company has allotted 1,014 eguity shares of the face value of Rs.5 each at the original Rights Issue price of Rs. 650 per share to the eligible shareholders.

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights or sweat eguity shares.

Classification of the Company as a Core Investment Company (CIC)

The Company having satisfied the criteria specified for being a CIC, not reguiring registration with RBI pursuant to the provisions of section 45-IA of RBI Act, 1934, had applied to RBI in this regard on 26 June 2015.

In response to the above, RBI vide its Order dated 23 October 2015 has cancelled the certificate of registration to carry on the business of NBFC issued to the Company and has confirmed the eligibility of the Company as a CIC, not requiring registration with RBI, pursuant to the provisions of section 45-IA of the RBI Act, 1934. The Company is thus a CIC under the said provisions.

Operations

Detailed information on the operations of the different business lines of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

Inclusion in BSE SENSEX 50

With effect from 24 December 2018, the Company has been included in the BSE Sensex 50 of BSE Ltd.

Adoption of Confederation of Indian Industry (CII) Charters

Your Company, being a member of Cll, has adopted the following Code/Charters:

1. Model Code of Conduct for Ethical Business Practices

2. Charter on Fair & Responsible Workplace Guidelines for Collaborative Employee Relations

3. Charter on Fair & Responsible Workplace Guidelines for Contact Labour.

Extract of annual return

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed form MGT-9 is annexed to this Report.

Number of meetings of the Board

Six meetings of the Board were held during the year. Detailed information is given in the Corporate Governance Report.

Directors' responsibility statement

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that:

• in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

• the directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 and loss of the Company for that period;

• the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the directors had prepared the annual accounts on a going concern basis;

• the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Details in respect of frauds reported by auditors under section 143(12)

During the year under review, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

Declaration by independent directors

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the said Act and regulation 16 of SEBI Listing Regulations, 2015.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under regulation 25 of SEBI Listing Regulations, 2015.

Directors' Remuneration Policy and criteria for matters under section 178

The Board, at its meeting held on 12 March 2019, have revised the sitting fees from Rs. 50,000 to Rs.100,000 and commission from Rs.50,000 to Rs. 150,000 payable per meeting to all non-executive directors (including independent directors) for meetings of the Board and/or committees thereof attended by them from 1 April 2019 onwards.

The salient features and changes to the Policy on directors' appointment and remuneration forms a part of the 'Corporate Governance Report'. The said policy is placed on the Company's website www.bajajfinserv.in

Particulars of loans, guarantees or investments

Information regarding loans, guarantees and investments covered under section 186 of Companies Act, 2013 are detailed in the financial statements.

Related party transactions

No Related Party Transactions (RPTs) were entered into by the Company during the year under review which attracted the provisions of section 188 of Companies Act, 2013. There being no 'material' RPTs as defined under regulation 23 of SEBI Listing Regulations, 2015, there are no details to be disclosed in form AOC-2 in that regard.

During the year 2018-19, pursuant to section 177 of Companies Act, 2013, and regulation 23 of SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.

The revised Policy on materiality of RPTs and also on dealing with RPTs has been formulated by the Board at its meeting held on 16 July 2014 and amended on 14 October 2014. The said Policy was further amended, inter alia, stipulating the threshold limits on 12 March 2019 and the same is placed on the Company's website www.bajajfinserv.in

Material changes and commitments

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.

Conservation of energy and technology absorption

The Company is engaged in wind-farm activities in addition to its financial services activities. A summary of the performance of the wind power division is available in the Management Discussion and Analysis which forms part of this Annual Report. Being essentially a financial services Company, no particulars regarding technology absorption are required to be given in this Report.

Particulars regarding conservation of energy are as follows:

a) Steps taken to conserve energy and utilise alternate sources of energy:

The Company has installed a renewable energy (wind) project with a capacity of 65.2 MW. During the year under review, it generated 876 lakh units which it sold to third parties.

It, however, is unable to make captive use of wind energy, because new regulations do not permit the same where monthly demand is less than 700 KW. The Company has installed LED lamps in place of failed tube lights and CFL, thereby reducing energy consumption in lighting by around 11,405 KWh units during the year.

b) Capital investment on energy conservation equipment:

Not applicable, since BFS is a non-manufacturing Company and not coming under the notified industries covered under Energy Conservation Act, 2001. Also, energy demand/ connected load of building utilised for the Company's corporate/commercial activities, etc. is less than 500 KW, which is the minimum threshold for applicability of the Energy Conservation Act, 2001.

Foreign exchange earnings and outgo

Total foreign exchange earned by the Company was Rs.Nil during the year under review, as well as during the previous year.

Total foreign exchange outflow during the year under review was Rs.0.85 crore, as against Rs. 0.67 crore during the previous year.

Risk Management Policy

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company, is given in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

Detailed information on the CSR Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of Companies Act, 2013, is given in the annexed Annual Report on CSR activities.

Formal annual evaluation of the performance of the Board, its Committees, Chairperson and Individual Directors

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees, Chairperson and Individual Directors is given in the Corporate Governance Report.

Subsidiary and Joint Venture

Following are the subsidiary and joint venture companies of the Company as at 31 March 2019

Name of the company

% Shareholding

Status

 

 

 

Bajaj Allianz Life Insurance Company Ltd.

74%

Subsidiary

Bajaj Allianz General Insurance Company Ltd.

74%

Subsidiary

Bajaj Finance Ltd.

54.99%

Subsidiary

Bajaj Housing Finance Ltd.

(100% subsidiary of Bajaj Finance Ltd.)

-

Subsidiary

Bajaj Financial Securities Ltd.

(100% subsidiary of Bajaj Finance Ltd. w.e.f. 10 August 2018)

-

Subsidiary

Bajaj Finserv Direct Ltd.

(100% subsidiary of Bajaj Finserv Ltd.)

100%

Subsidiary

Bajaj Allianz Financial Distributors Ltd.

50%

Joint Venture

Bajaj Allianz Staffing Solutions Ltd.

(100% subsidiary of Bajaj Allianz Financial Distributors Ltd.)

-

Joint Venture

Detailed information on the performance and financial position of each subsidiary/joint venture of the Company is covered in the Management Discussion and Analysis Report.

Directors and Key Managerial Personnel-Changes

A. Change in Directorate

i. Cessation as non-executive Chairman

Rahul Bajaj, (DIN 00014529), vide his letter dated 15 February 2019, has tendered resignation as the non-executive Chairman of the Company to be effective from 16 May 2019 after the Board meeting.

The Board places on record its sincere appreciation for the invaluable advice and guidance provided by Rahul Bajaj as the non-executive Chairman of the Company since its inception.

ii. Appointment/re-appointment of directors

(a) The Board at its meeting held on 23 October 2018, pursuant to the recommendation of Nomination and Remuneration Committee appointed the following as additional directors:

• Anami N Roy (DIN 01361110) as an Independent Director for a first term of five consecutive years with effect from 1 January 2019.

• Manish Kejriwal (DIN 00040055) as non-executive and non-independent director with effect from 1 January 2019.

(b) Further, the Board at its meeting held on 12 March 2019, after taking into account the report of their performance evaluation and the recommendation of the Nomination and Remuneration Committee, re-appointed the following Independent Directors for a second term of five consecutive years:

Name of Independent Director

Tenure of Second Term

 

 

Nanoo Pamnani (DIN 00053673)*

Five years from 1 April 2019

DJ Balaji Rao (DIN 00025254)**

Five years from 1 April 2019

Dr. Gita Piramal (DIN 01080602)

Five years from 16 July 2019

* Consent of the members by way of Special Resolution is sought by the Company in compliance with regulation 17(1A) of SEBI Listing Regulations, 2015, for continuance of Nanoo Pamnani as an independent director of the Company beyond 26 February 2020, on account of his attaining the age of 75 years on 26 February 2020.

** Consent of the Members by way of Special Resolution is sought by the Company in compliance with regulation 17(1 A) of SEBI Listing Regulations, 2015, for continuance of DJ Balaji Rao beyond 1 April 2019, on account of his having already attained the age of 75 years as on 1 April 2019.

(c) Continuation as Director

As required under regulation 17(1 A) of SEBI Listing Regulations, 2015, consent of the members by way of Special Resolution is sought by the Company in compliance with regulation 17(1A) of SEBI Listing Regulations, 2015, for continuance of Rahul Bajaj, (DIN 00014529) as non-executive director and Chairman of the Company beyond the age of 75 years with effect from 1 April 2019 up to 16 May 2019.

(d) Appointment of Chairman

The Board of Directors at its meeting held on 12 March 2019 appointed Nanoo Pamnani as Chairman of the Company with effect from 17 May 2019.

(e) Appointment as Chairman Emeritus

Rahul Bajaj has made a huge contribution to the spectacular success of the Company and the Group over five decades. Considering his tremendous experience, the interest of the Company to avail his services and benefit from his valuable knowledge and wisdom from time to time in an advisory and mentoring role in future as well, the Board of Directors at its meeting held on 12 March 2019, as recommended by the Nomination and Remuneration Committee, approved the appointment of Rahul Bajaj as Chairman Emeritus of the Company with effect from the conclusion of the Board meeting held on 16 May 2019. While giving his consent to act as such, Rahul Bajaj stated that he would not accept any emoluments (sitting fee and commission) as Chairman Emeritus.

Necessary details regarding their appointment and re-appointment as required under Companies Act, 2013 and SEBI Listing Regulations, 2015 are given in the Notice of AGM. The aforesaid appointments are subject to approval of shareholders at the ensuing AGM.

iii. Retirement by Rotation

The independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

Companies Act, 2013, mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation and one-third of such directors shall retire from office at every AGM. Accordingly, Madhur Bajaj (DIN 00014593), director, being the longest in the office amongst the four directors liable to retire by rotation, retires from the Board by rotation this year and, being eligible, has offered his candidature for re-appointment.

Prescribed details of Madhur Bajaj, director, who is seeking re-appointment are given in the Notice of AGM.

B. Change in KMP

There was no change in Key Managerial Personnel during the year under review. Detailed information on the directors is provided in the Corporate Governance Report.

Significant and material orders passed by the regulators or courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Internal audit

At the beginning of each financial year, an audit plan is rolled out after the same has been approved by Audit Committee. The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. Based on the reports of internal audit function, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

Details of internal financial controls with reference to the financial statements

The Company has documented its internal financial controls considering the essential components of various critical processes. This includes its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

Maintenance of cost records

Provisions relating to maintenance of cost records as specified by the Central Government under section 148 of Companies Act, 2013, are applicable to the Company and the same have been complied with for the financial year 2018-19.

Presentation of financial statements

As per notification no. G.S.R. 365 (E) dated 30 March 2016, issued by Ministry of Corporate Affairs (MCA) in exercise of power conferred to it under section 133 read with section 469 of the Companies Act, 2013, NBFCs having net worth of rupees five hundred crore or more are required to comply with the Indian Accounting Standards (Ind AS) in preparation of their financial statements and quarterly financial results for the accounting periods beginning on or after 1 April 2018 with effective transition date of 1 April 2017.

Further, MCA, in exercise of its power under sub-section (1) of section 467 of the Companies Act, 2013, amended Schedule III to Companies Act, 2013. Vide the amendment, a new division, viz. 'Division III' financial statement format was introduced for Non-Banking Financial Companies effective from 11 October 2018.

Accordingly, the financial statements of the Company for the year ended 31 March 2019 and corresponding figures for the year ended 31 March 2018 have been re-casted and prepared as per the revised Schedule III to Companies Act, 2013.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and joint ventures, and as prepared in compliance with the Companies Act, 2013, applicable Ind AS and SEBI Listing Regulations, 2015.

A separate statement containing the salient features of our subsidiaries and joint ventures in the prescribed form AOC-1 is annexed.

Employee stock option scheme

During the year 2018-19, the Company adopted BFS ESOS on 19 July 2018 and since then there has been no change in the BFS ESOS. The BFS ESOS is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 ('the SBEB Regulations').

Disclosures pertaining to the ESOP Scheme pursuant to the SBEB Regulations are placed on the Company's website www.bajajfinserv.in/miscellaneous

Grant wise details of options are provided in the notes to the standalone financial statements.

Statutory disclosures

• The summary of the key financial of the Company's subsidiaries and joint venture in form AOC-1 is included in this Annual Report. A copy of the audited financial statements for each of the subsidiary companies will be made available to members of the Company seeking such information at any point of time. The audited financial statements for each of the subsidiaries will be kept for inspection by any member of the Company at its registered office during business hours. The same are placed on the Company's website www.bajajfinserv.in

• Details as required under section 197(12) of Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report.

• Details as required under section 197(12) of Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors' Report, will be made available to any shareholder on request, as per the provisions of section 136(1) of the said Act.

• A Cash Flow Statement for the year 2018-19 is attached to the Balance Sheet.

• Pursuant to the legislation 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013', the Company has a Policy on Prevention of Sexual Harassment at Workplace and has constituted an Internal Complaints Committee. There was no case reported during the year under review under the said Policy.

Corporate governance

Pursuant to SEBI Listing Regulations, 2015, a separate chapter titled Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2018-19. A declaration to this effect signed by the Managing Director & CEO of the Company is contained in this Annual Report.

The Managing Director & CEO and CEO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of SEBI Listing Regulations, 2015.

The Certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Business Responsibility Report

Regulation 34(2) of SEBI Listing Regulations, 2015, inter alia, provides that the annual report of the top 500 listed entities based on market capitalisation (calculated as on 31 March of every financial year) shall include a Business Responsibility Report (BRR).

Since BFS is one of the top 500 listed entities, the Company, as in the previous years, has presented its BRR for the year 2018-19, which is part of this Annual Report. As a green initiative, the BRR has been hosted on the Company's website www.bajajfinserv.in

A physical copy of the BRR will be made available to any shareholder on request.

Secretarial standards of ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India (ICSI), the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. The said standards were amended with effect from 1 October 2017. The Company is in compliance with the same.

Auditors Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the 10th AGM of the Company held on 19 July 2017 appointed S R B C& CO LLP, Chartered Accountants (firm registration No. 324982E/E300003) as Statutory Auditors of the Company from the conclusion of 10th AGM till the conclusion of 15th AGM, covering one term of five consecutive years.

The Statutory Audit Report for the year 2018-19, being unmodified, does not contain any qualification, reservation or adverse remark or disclaimer by the Statutory Auditors.

Secretarial Auditor

Pursuant to the provisions of section 204 of Companies Act, 2013, and the Rules made thereunder, the Company has re-appointed Shyamprasad D Limaye, Practising Company Secretary (membership no. 1587), to undertake the secretarial audit of the Company. The Secretarial Audit Report for the year 2018-19 as issued by him in the prescribed form MR-3 is annexed to this Report.

Pursuant to amendments under SEBI Listing Regulations, 2015 and SEBI circular dated

8 February 2019, a certificate on secretarial compliance report as required under regulation 24A is being submitted to stock exchanges as obtained from him for the year 2018-19.

The said Reports do not contain any qualification, reservation or adverse remark or disclaimer by the Secretarial Auditor.

Cost Auditor

Pursuant to section 148 of the Companies Act, 2013, and the Rules made thereunder, the Board of Directors had, on the recommendation of the Audit Committee, re-appointed Dhananjay V Joshi & Associates (firm registration no. 000030), Cost Accountants, to audit the cost accounts of the Company for the financial year 2019-20 on a remuneration of Rs. 60,000 plus taxes, out-of-pocket, travelling and living expenses, subject to ratification by the shareholders at the ensuing AGM. Accordingly, a resolution seeking members' ratification for the remuneration payable to the Cost Auditor is included in the Notice convening the AGM.

On behalf of the Board of Directors

Rahul Bajaj Chairman

Pune:16 May 2019

CSR at Bajaj Finserv and its subsidiaries

Introduction

'Society must profit from profit itself. That's what our group's founding father was committed to. That is what we are committed to today. That's what we will continue to do in the future. Our Group's CSR activities are guided by the vision and philosophy of our founding father, Shri Jamnalal Bajaj, who embodied this value in our business and laid the foundation for finding numerous ways to give back to the ecosystem we are a part of.

'Social empowerment' is at the heart of all our CSR activities. We work with various partners to make good quality services, be it healthcare or education or training for employability, accessible and affordable to all sections of society. We believe this helps individuals to unlock and activate their true potential.

Our focus areas

Healthcare

Number of lives impacted: 1,30,000

Good quality healthcare services are available to only a privileged few. Over the last 4 years, we have partnered with various organizations to make healthcare services accessible and affordable to all strata of society. Our financial support for medicines and treatment and our grants for hospital equipment, especially in remote geographies, ensure that people can access and afford good quality healthcare. Children being our focus area, we support treatment of congenital heart disease, cleft, and palate reconstruction surgeries, treatment for childhood cancers, epilepsy, Type II diabetes, vision care, etc. for children.

Protection

Number of lives impacted: 7,000 children

Thousands of children in street situations battle hardships like dysfunctional families, impoverishment, malnutrition, illness, and illiteracy. If these roadblocks can be removed, these children can lead an independent and dignified life and contribute to the country as productive citizens. We support various partners that provide shelter, education, as well as care for street children, abandoned children, and children in vulnerable communities. We hope to create an inclusive environment that channelizes the energies of these children towards productive purposes.

Employability

Number of lives impacted: 2,000 graduates

Less than one-third of the country's graduates are found employable by the corporate sector. The problem is more pronounced for first-generation graduates and graduates from smaller towns. The vast potential of India's educated youth is under-utilized as they are unable to find employment opportunities appropriate to their academic qualification and have to settle for lower quality jobs. Our Certificate Programme in Banking, Finance, and Insurance (CPBFI) is designed to build capabilities (knowledge, skills, and attitude) and provide opportunities to graduates. Bajaj Finserv partners with various colleges across locations to conduct CPBFI for their students and alumni.

Education

Number of lives impacted: 7,500 children

We work with several partners to support projects like schools for children with special needs, municipal schools, night schools, and open schools for children who could not continue with their education. Throuqh these initiatives, we hope to provide an equal opportunity for all children to access education and shape a better future for themselves.

Annual Report on CSR activities

1. Brief outline of the Company's CSR Policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programmes.

Introduction

The Corporate Social Responsibility (CSR) activities of the Bajaj Group are guided by the vision and philosophy of its Founder, Late Jamnalal Bajaj, who embodied the concept of Trusteeship in business and common good, and laid the foundation for ethical, value-based and transparent functioning.

The Bajaj Group believes that the true and full measure of growth, success and progress lies beyond Balance Sheets or conventional economic indices. It is best reflected in the difference that business and industry make to the lives of people.

Through its social investments, the Bajaj Group addresses the needs of communities residing in the vicinity of its facilities, taking sustainable initiatives in the areas of health, education, water, environment conservation, infrastructure and community development, and response to natural calamities. For society, thus, Bajaj is more than a corporate identity. It is a catalyst for social empowerment. It is the reason behind the smiles that light up a million faces.

Its goodwill resonates in the two simple words that live in the collective consciousness of Indians- Hamara Bajaj.

Guiding Principles

The Bajaj Group believes that social investments should:

• Benefit generations: The Company believes in 'investment in resource creation' for use over generations. It tries to identify sustainable projects which will benefit society over long periods.

• Educate for self-reliance and growth: To usher in a growth-oriented society and thereby a very strong and prosperous nation by educating each and every Indian.

• Promote health: The Company believes good health is a pre-reguisite for both education and productivity.

• Encourage self-help: To guide and do hand holding for self-help, individually and collectively, to create excellence for self and for the team.

• Be focused: The Company believes that activities should be preferably focused around locations where the Company has a presence and hence can effectively guide, monitor and implement specific projects.

• Target those who need it most: Care for sections of society which are socially and economically at the lowest rung, irrespective of their religion or caste or language or colour.

• Sustain natural resources: The Company encourages balanced development and ensures least adverse impact on the environment - Growth with Mother Nature's blessings.

CSR Policy

A detailed CSR Policy was framed by the Company on 14 May 2014, with approval of the CSR Committee and the Board of Directors. The Policy, inter alia, covers the following:

Philosophy

Scope

List of CSR activities

Modalities of execution of Projects/Programmes

Implementation through CSR Cell

Monitoring and Assessment of Projects/Programmes

The CSR Policy gives an overview of the projects or programmes that will be undertaken by the Company from time to time.

The CSR Policy is placed on https://www.bajajfinserv.in/miscellaneous-csr-policy.pdf

2. The Composition of the CSR Committee

A Committee of directors, titled 'Corporate Social Responsibility Committee', was constituted by the Board at its meeting held on 27 March 2014. It has the following members:

Rahul Bajaj, Chairman Nanoo Pamnani, Member Sanjiv Bajaj, Member

During the year under review, the Committee met four times, on 20 September 2018, 9 October 2018,19 December 2018 and 22 February 2019.

3. Average net profit of the Company for last three financial years prior to 2018-19: Rs. 74.56 crore.

4. Prescribed CSR Expenditure (2% of amount as in Item No. 3): Rs.1.49 crore.

5. Details of CSR spent during the financial year:

(Rs. In Crore) Particulars

Total Amount to be spent 1.49

Amount Spent 1.53

Amount Unspent, if any (a-b): Nil

Manner in which amount spent/committed during the financial year As provided in Table 1

6. In case the Company fails to spend the 2% of the average net profit of the last three financial years, the reasons for not spending the amount shall be stated in the Board report: Not Applicable

In addition, the Bajaj Group implements many CSR initiatives of substantial value through its Group Charitable Trusts operating at various locations in the country.

Major initiatives that continued and/or that were taken up anew by the Bajaj Group through such entities during the year under review are given in another detailed Report, which is hosted on the Company's website www.bajajfinserv.in and a physical copy of this Report will be made available to any shareholder on request.

7. Responsibility statement of the CSR committee that the implementation and monitoring of CSR Policy is in compliance with the CSR objectives and Policy of the Company.

The CSR Committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company.

Rahul Bajaj

Sanjiv Bajaj

Chairman of CSR Committee

Managing Director & CEO

Pune: 16 May 2019

 

Table 1: Report on manner of expenditure for CSR during the financial year ended 31 March 2019

 

 

 

 

 

 

 

(Rs. In Crore)

Sr. No.

Direct/Name and details of Implementing Agency

CSR Project/ Activity Identified

Sector in which the project is covered

Location of Project/ Programme (Local Area or State/District)

Amount outlay/ Approved

Amount spent direct/ overheads during the year

Cumulative expenditure up to 31 March 2019

 

 

 

 

 

 

 

 

1.

Direct-Employability and Skill Development Initiative, Pune

Employment enhancing vocational skills training for fresh graduates seeking career in banking, finance and insurance sector

Education and Employment enhancing vocational skills

Pune, Maharashtra

2.94

0.78

2.20

2.

Muktangan Mitra, Pune

Treatment of drug addicts

Healthcare

Pune, Maharashtra

0.25

0.11

0.11

3.

Swayam Sikshan Prayog, Pune

Pilot on Sakhi Resource Centres-as an ecosystem for promotion of grassroots women's entrepreneurship and leadership

Livelihood enhancement

Osmanabad, Maharashtra

0.48

0.15

0.48

4.

The Education Audiology and Research Society (EAR), Mumbai

Therapy of hearing impaired students

Special education

Mumbai, Maharashtra

0.60

0.20

0.38

5.

Bajaj Finserv Charitable Trust, Pune.

Creating four Bajaj fellows at NARI

Rural Development

Phaltan, Maharashtra

0.25

0.25

0.25

Total (A)

 

 

 

 

 

1.49

 

 

Overhead expenses restricted to 5% of total CSR expenditure (B)

0.04

Grand Total (A+B)

1.53

Notes: Amounts mentioned above under Serial No. 2 to 5 relate to amounts spent through implementing agencies, while Serial No. 1 relates to amount directly spent by the Company.

Extract of Annual Return (Form MGT-9) As on the financial year ended 31 March 2019

[Pursuant to section 92(3) of Companies Act, 2013 and rule 12(1) of Companies (Management and Administration) Rules, 2014]

I. Registration and other details

 

Corporate Identification Number (CIN)

L65923PN2007PLC130075

Registration Date

30 April 2007

Name of the Company

Bajaj Finserv Ltd.

Category/Sub-category of the Company

Core Investment Company (CIC) w.e.f. 23 October 2015 (Non-Banking Financial Company up to 22 October 2015)

Address of the registered office and contact details

Bajaj Auto Ltd. Complex, Mumbai-Pune Road, Akurdi, Pune 411 035, Maharashtra

 

Email: investors@bajajfinserv.in

 

Tel. No: (020) 6610 7458

Whether listed company

Yes (BSE and NSE)

Name, address and contact details of the Registrar and Transfer Agent

Karvy Fintech Pvt. Ltd. Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032

 

Contact Persons

 

M. S. Madhusudan

 

Mohd. Mohsinuddin

 

Tel No. (040)67162222

 

Tel No. (040)67161562

 

Fax No. (040) 2300 1153

 

Toll Free No. 1800 345 4001

 

Email: mohsin.mohd@karvy.com

 

Website: www.karvyfintech.com

II. Principal business activities of the Company

Sr. No.

Name and description of the main products/services

NIC Code of the product/service

% to total turnover of the Company

 

 

 

 

1

Investment activity

6430

78

2

Electric power generation

3510

16

III. Particulars of holding, subsidiary and associate companies

Sr. No.

Name of company

CIN/GLN

Holding/ Subsidiary/ Associate

% of shares held as on 31 March 2019

Applicable section

 

 

 

 

 

1

Bajaj Finance Ltd. (BFL)

L65910MH1987PLC042961

Subsidiary

54.99

section 2(87)

2

Bajaj Allianz Life Insurance Company Ltd.

U66010PN2001PLC015959

Subsidiary

74.00

section 2(87)

3

Bajaj Allianz General Insurance Company Ltd.

U66010PN2000PLC015329

Subsidiary

74.00

section 2(87)

4

Bajaj Housing Finance Ltd. [100% shares held by BFL]

U65910PN2008PLC132228

Subsidiary

 

section 2(87)

5

Bajaj Financial Securities Ltd. [100% shares held by BFL w.e.f. 10 August 2018]

U67120PN2010PLC136026

Subsidiary

 

section 2(87)

6

Bajaj Finserv Direct Ltd. (100% shares held by Bajaj Finseiv Ltd.)

U65923PN2014PLC150522

Subsidiary

100.00

section 2(87)

7

Bajaj Allianz Financial Distributors Ltd. (BAFDL)

U65923PN2007PLC129802

Joint Venture

50.00

 

8

Bajaj Allianz Staffing Solutions Ltd. [100% shares held by BAFDL]

U74900PN2015PLC154364

Joint Venture

 

 

IV. Shareholding pattern

(equity share capital break up as percentage of total equity)

i) Category-wise shareholding

 

 

No. of shares held at the beginning of the year as on 1 April 2018

No. of shares held at the end of the year as on 31 March 2019

% change during the year

Category of shareholders

Demat

Physical

Total

% of total shares

Demat

Physical

Total

% of total shares

 

 

 

 

 

 

 

 

 

A. Promoters

 

 

 

 

 

 

 

 

1) Indian

 

 

 

 

 

 

 

 

a) Individual/HUF

8,244,370

 

8,244,370

5.18

8,244,370

 

8,244,370

5.18

0.00

b) Central Government

-

 

 

 

 

 

 

 

c) State Governments)

 

 

 

 

 

 

 

 

d) Bodies Corporate

84,610,838

 

84,610,838

53.17

84,641,838

 

84,641,838

53.19

0.02

e) Banks/Financial Institutions

 

 

 

 

 

 

 

 

f) Any other

 

 

 

 

 

 

 

 

Sub-Total (A)(1)

92,855,208

-

92,855,208

58.35

92,886,208

-

92,886,208

58.37

0.02

 

 

 

 

 

 

 

 

 

2) Foreign

 

 

 

 

 

 

 

 

a) NRIs-lndividual

 

 

 

 

 

 

 

 

b) Others-Individuals

 

 

 

 

 

 

 

 

c) Bodies Corporate

 

 

 

 

 

 

 

 

d) Banks/Financial Institutions

 

 

 

 

 

 

 

 

e) Any Other

 

 

 

 

 

 

 

 

Sub-Total (A)(2)

-

-

-

-

-

-

 

-

 

 

 

 

 

 

 

 

 

Total shareholding of Promoter (A)=(A)(1)+(A)(2)

92,855,208

-

92,855,208

58.35

92,886,208

-

92,886,208

58.37

0.02

 

 

 

 

 

 

 

 

 

B. Public Shareholding

 

 

 

 

 

 

 

 

1) Institutions

 

 

 

 

 

 

 

 

a) Mutual Funds

6,013,981

425

6,014,406

3.78

5,895,794

425

5,896,219

3.71

(0.07)

b) Banks/Financial Institutions

143,746

9,945

153,691

0.10

142,810

9,945

152,755

0.10

0.00

c) Central Government

 

 

 

 

 

 

 

 

d) State Government(s)

 

 

 

 

 

 

 

 

e) Venture Capital Funds

 

 

 

 

 

 

 

 

f) Insurance Companies

4,712,971

300

4,713,271

2.96

3,826,428

300

3,826,728

2.40

(0.56)

g) Foreign Institutional Investors/Foreign Portfolio Investors

12,449,968

1,150

12,451,118

7.82

13,211,237

1,150

13,212,387

8.30

0.48

h) Alternate Investment Fund

299,109

 

299,109

0.19

456,653

 

456,653

0.29

0.10

i) Foreign Venture Capital Funds

 

 

 

 

 

 

 

 

 

j) Others

 

 

 

 

 

 

 

 

 

Sub-total (B)(1)

23,619,775

11,820

23,631,595

14.85

23,532,922

11,820

23,544,742

14.80

(0.05)

 

 

 

 

 

 

 

 

 

 

2) Non-Institutions

 

 

 

 

 

 

 

 

 

a) Bodies Corporate

 

 

 

 

 

 

 

 

 

i) Indian

11,705,338

642,513

12,347,851

7.76

11,950,560

642,438

12,592,998

7.91

0.15

ii) Overseas

 

75

75

0.00

 

75

75

0.00

0.00

b) Individuals

 

 

 

 

 

 

 

 

 

i) Individual shareholders holding nominal share capital up to Rs. 1 lakh

1,198,158

1,161,209

13,149,367

8.26

12,029,515

761,609

12,791,124

8.04

(0.23)

ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh

6,362,420

8,178,828

14,541,248

9.14

6,292,182

8,146,828

14,439,010

9.07

(0.06)

 

 

 

 

 

 

 

 

 

 

c) Others

 

 

 

 

 

 

 

 

 

i) Non-resident Indians

1,064,992

11,765

1,076,757

0.68

1,168,304

10,115

1,178,419

0.74

0.06

ii) Clearing Members

65,219

 

65,219

0.04

176,772

 

176,772

0.11

0.07

iii) Trusts

1,412,635

 

1,412,635

0.89

1,416,520

 

1,416,520

0.89

0.00

iv) NBFCs

20,153

 

20,153

0.01

21,980

 

21,980

0.01

0.00

v) Foreign Bodies - DR

4,727

 

4,727

0.00

3,633

 

3,633

0.00

0.00

vi) Foreign Nationals

119

 

119

0.00

1,186

 

1,186

0.00

0.00

vii)IEPF

30,143

 

30,143

0.02

42,844

 

42,844

0.03

0.01

Sub-total (B)(2)

32,653,904

9,994,390

42,648,294

26.80

33,103,496

9,561,065

42,664,561

26.81

0.01

 

 

 

 

 

 

 

 

 

 

Total Public Shareholding (B)=(B)(1)(B)(2)

56,273,679

10,006,210

66,279,889

41.65

56,636,418

9,572,885

66,209,303

41.61

(0.01)

 

 

 

 

 

 

 

 

 

 

C. Shares held by Custodian for GDRs

_

_

_

_

_

_

_

_

-

 

 

 

 

 

 

 

 

 

 

D. BFSESOP TRUST

-

-

-

-

40,600

-

40,600

0.03

0.03

 

 

 

 

 

 

 

 

 

 

Grand Total (A+B+C+D)

149,128,887

10,006,210

159,135,097

100.00

149,563,226

9,572,885

159,136,111

100.00

-

 

 

ii) Shareholding of promoters

 

 

 

 

Shareholding at the beginning of the year as on 1 April 2018

Shareholding at the end of the year as on 31 March 2019

Sr. No.

Shareholder's name

No. of shares

% of total shares of the Company

% of shares pledged/ encumbered to total shares

No. of shares

% of total shares of the Company

% of shares pledged/ encumbered to total shares

% change in shareholding during the year

 

 

 

 

 

 

 

 

 

1

Late Anant Bajaj*

30,107

0.02

 

30,107

0.02

 

 

2

Deepa Bajaj

11,675

0.01

 

11,675

0.01

 

 

3

Geetika Bajaj

191,250

0.12

 

191,250

0.12

 

 

4

Kiran Bajaj

1,238,525

0.78

 

1,238,525

0.78

 

 

5

Kriti Bajaj

38,500

0.02

 

38,500

0.02

 

 

6

Kumud Bajaj

359,934

0.23

 

359,934

0.23

 

 

7

Madhur Bajaj

1,088,393

0.68

 

1,088,393

0.68

 

 

8

Minal Bajaj

164,200

0.10

 

164,200

0.10

 

 

9

Neelima Bajaj Swamy

305,519

0.19

 

305,519

0.19

 

 

10

Nimisha Jaipuria

181,285

0.11

 

181,285

0.11

 

 

11

Niraj Bajaj

1,408,115

0.88

 

1,408,115

0.88

 

 

12

Niravnayan Bajaj

205,866

0.13

 

205,866

0.13

 

 

13

Rahulkumar Bajaj

1,662,685

1.04

 

1,662,685

1.04

 

 

14

Rajivnayan Bajaj

3,450

0.00

 

3,450

0.00

 

 

15

Rishabnayan Bajaj

9,400

0.01

 

9,400

0.01

 

 

16

Sanjali Bajaj

10,100

0.01

 

24,615

0.02

 

0.01

17

Sanjivnayan Bajaj

465,024

0.29

 

420,579

0.26

 

(0.03)

18

Shefali Bajaj

11,000

0.01

 

25,715

0.02

 

0.01

19

Shekhar Bajaj

37,276

0.02

 

37,276

0.02

 

 

20

Siddhantnayan Bajaj

8,300

0.01

 

23,515

0.01

 

0.01

21

Sumanjain

578,329

0.36

 

578,329

0.36

 

 

22

Sunaina Kejriwal

235,437

0.15

 

235,437

0.15

 

 

23

Bachhraj and Company Pvt. Ltd.

1,971,478

1.24

 

1,971,478

1.24

 

 

24

Bachhraj Factories Pvt. Ltd.

1,078,787

0.68

 

1,078,787

0.68

 

 

25

Bajaj Auto Holdings Ltd.

209,005

0.13

 

209,005

0.13

 

 

26

Bajaj Holdings & Investment Ltd.

62,314,214

39.16

 

62,314,214

39.16

 

 

27

Bajaj Sevashram Pvt. Ltd.

2,355,606

1.48

 

2,355,606

1.48

 

 

28

Baroda Industries Pvt. Ltd.

919,001

0.58

 

919,001

0.58

 

 

29

Hercules Hoists Ltd.

92,063

0.06

 

92,063

0.06

 

 

30

The Hindustan Housing Company Ltd.

8,000

0.01

 

8,000

0.01

 

 

31

Jamnalal Sons Pvt. Ltd.

15,239,784

9.58

 

15,270,784

9.60

 

0.02

12

Kamalnayan Investment and Trading Pvt. Ltd.

61,200

0.04

 

61,200

0.04

 

 

33

Madhur Securities Pvt. Ltd.

40,700

0.03

 

40,700

0.03

 

 

34

Niraj Holdings Pvt. Ltd.

10,300

0.01

 

10,300

0.01

 

 

35

Rahul Securities Pvt. Ltd.

143,000

0.09

 

143,000

0.09

 

 

36

Rupa Eguities Pvt. Ltd.

137,400

0.09

 

137,400

0.09

 

 

37

Shekhar Holdings Pvt. Ltd.

30,300

0.02

 

30,300

0.02

 

 

 

Total

92,855,208

58.35

-

92,886,208

58.37

-

0.02

NOTES: 1."Anant Bajaj, part of the promoter group expired on 10 August 2018.30,107 shares (0.02%) held by him are in the process of transmission. 2. Includes shares held in other capacities, as applicable.

iii) Change in promoters' shareholding

 

 

 

Shareholding at the beginning of the year (1 April 2018)

Cumulative shareholding during the year ended (31 March 2019)

Sr. No.

Name of promoters

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

 

 

 

 

 

 

At the beginning of the year 1 April 2018

92,855,208

58.35

 

 

 

Date-wise increase/decrease)

 

 

 

 

 

 

 

 

 

 

1

Jamnalal Sons Pvt. Ltd.

 

 

 

 

 

15 March 2019-Market Purchase

31,000

0.02

92,886,208

58.37

 

 

 

 

 

 

2

Sanjivnayan Bajaj

 

 

 

 

 

8 February 2019-Transferred as Gift (Off market transaction)

(44,445)

(0.03)

92,841,763

58.34

 

 

 

 

 

 

3

Shefali Bajaj

 

 

 

 

 

8 February 2019-Received as Gift (Off market transaction)

14,715

0.01

92,856,478

58.35

 

 

 

 

 

 

4

Sanjali Bajaj

 

 

 

 

 

8 February 2019-Received as Gift (Off market transaction)

14,515

0.01

92,870,993

58.36

 

 

 

 

 

 

5

Siddhantnayan Bajaj

 

 

 

 

 

8 February 2019-Received as Gift (Off market transaction)

15,215

0.01

92,886,208

58.37

 

 

 

 

 

 

 

At the end of the year 31 March 2019

 

 

92,886,208

58.37

iv) Change in shareholding of top ten shareholders

(other than directors, promoters and holders of GDRs and ADRs)

 

 

Shareholding at the beginning of the year (1 April 2018)

Cumulative shareholding during the year ended (31 March 2019)

Sr. No.

Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

 

 

 

 

 

1

Jaya Hind Industries Ltd.

 

 

 

 

 

At the beginning of the year 1 April 2018

6,019,663

3.78

 

 

 

Date-wise increase/decrease )

 

 

 

 

 

24-10-2018-Amalgamation

110,049

0.01

6,129,712

3.85

 

At the end of the year 31 March 2019

 

 

6,129,712

3.85

 

 

 

 

 

 

2

Maharashtra Scooters Ltd.

 

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31 March 2019

3,725,740

2.34

3,725,740

2.34

 

 

 

 

 

 

3

Life Insurance Corporation of India

 

 

 

 

 

At the beginning of the year 1 April 2018

4,297,985

2.70

 

 

 

Date-wise increase/decrease )

 

 

 

 

 

31-08-2018-Sale

(132,877)

(0.08)

4,165,108

2.62

 

07-09-2018-Sale

(5,802)

(0.00)

4,159,306

2.61

 

21-09-2018-Sale

(25,340)

(0.02)

4,133,966

2.60

 

19-10-2018-Sale

(2,160)

(0.00)

4,131,806

2.60

 

26-10-2018-Sale

(39,981)

(0.03)

4,091,825

2.57

 

02-11-2018-Sale

(252,201)

(0.16)

3,839,624

2.41

 

09-11-2018-Sale

(161,180)

(0.10)

3,678,444

2.31

 

16-11-2018-Sale

(239,002)

(0.15)

3,439,442

2.16

 

At the end of the year 31 March 2019

 

 

3,439,442

2.16

 

 

 

 

 

 

4

Niraj Bajaj (Trustee of Yamuna Trust, Bajaj Group Trust)

 

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31 March 2019

1,829,958

1.15

1,829,958

1.15

 

 

 

 

 

 

5

ICICI Prudential Focused Bluechip Equity Fund

 

 

 

 

 

At the beginning of the year 1 April 2018

2,080,029

1.31

 

 

 

Date-wise increase/decrease )

 

 

 

 

 

06-04-2018-Purchase

22,860

0.01

2,102,889

1.32

 

06-04-2018-Sale

(265,131)

(0.17)

1,837,758

1.15

 

13-04-2018-Purchase

7

0.00

1,837,765

1.15

 

 

 

Shareholding at the beginning of the year (1 April 2018)

Cumulative shareholding during the year ended (31 March 2019)

Sr. No.

Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

 

 

 

 

 

 

13-04-2018-Sale

(3,500)

(0.00)

1,834,265

1.15

 

20-04-2018-Sale

(234)

(0.00)

1,834,031

1.15

 

27-04-2018-Sale

(21)

(0.00)

1,834,010

1.15

 

04-05-2018-Purchase

18

0.00

1,834,028

1.15

 

04-05-2018-Sale

(14)

(0.00)

1,834,014

1.15

 

11-05-2018-Purchase

116

0.00

1,834,130

1.15

 

18-05-2018-Purchase

101

0.00

1,834,231

1.15

 

18-05-2018-Sale

(14)

(0.00)

1,834,217

1.15

 

25-05-2018-Purchase

19

0.00

1,834,236

1.15

 

25-05-2018-Sale

(31)

(0.00)

1,834,205

1.15

 

01-06-2018-Purchase

35

0.00

1,834,240

1.15

 

01-06-2018-Sale

(34,905)

(0.02)

1,799,335

1.13

 

08-06-2018-Purchase

190

0.00

1,799,525

1.13

 

08-06-2018-Sale

(25,778)

(0.02)

1,773,747

1.11

 

15-06-2018-Purchase

108

0.00

1,773,855

1.11

 

15-06-2018-Sale

(14,250)

(0.01)

1,759,605

1.11

 

22-06-2018-Purchase

302

0.00

1,759,907

1.11

 

22-06-2018-Sale

(8)

(0.00)

1,759,899

1.11

 

29-06-2018-Purchase

42

0.00

1,759,941

1.11

 

06-07-2018-Sale

(244)

(0.00)

1,759,697

1.11

 

13-07-2018-Purchase

28

0.00

1,759,725

1.11

 

13-07-2018-Sale

(25,597)

(0.02)

1,734,128

1.09

 

20-07-2018-Purchase

31

0.00

1,734,159

1.09

 

20-07-2018-Sale

(5,606)

(0.00)

1,728,553

1.09

 

27-07-2018-Purchase

28

0.00

1,728,581

1.09

 

27-07-2018-Sale

(108,927)

(0.07)

1,619,654

1.02

 

03-08-2018-Purchase

676

0.00

1,620,330

1.02

 

03-08-2018-Sale

(14,489)

(0.01)

1,605,841

1.01

 

10-08-2018-Purchase

27

0.00

1,605,868

1.01

 

10-08-2018-Sale

(20,229)

(0.01)

1,585,639

1.00

 

17-08-2018-Purchase

27

0.00

1,585,666

1.00

 

17-08-2018-Sale

(64,799)

(0.04)

1,520,867

0.96

 

24-08-2018-Purchase

35,771

0.02

1,556,638

0.98

 

24-08-2018-Sale

(7,832)

(0.00)

1,548,806

0.97

 

31-08-2018-Purchase

56

0.00

1,548,862

0.97

 

31-08-2018-Sale

(12,233)

(0.01)

1,536,629

0.97

 

07-09-2018-Purchase

15,553

0.01

1,552,182

0.98

 

14-09-2018-Purchase

24,564

0.02

1,576,746

0.99

 

14-09-2018-Sale

(27,163)

(0.02)

1,549,583

0.97

 

21-09-2018-Purchase

380

0.00

1,549,963

0.97

 

28-09-2018-Purchase

6

0.00

1,549,969

0.97

 

28-09-2018-Sale

(110,593)

(0.07)

1,439,376

0.90

 

05-10-2018-Purchase

125,105

0.08

1,564,481

0.98

 

05-10-2018-Sale

(117,071)

(0.07)

1,447,410

0.91

 

12-10-2018-Purchase

100

0.00

1,447,510

0.91

 

12-10-2018-Sale

(7,125)

(0.00)

1,440,385

0.91

 

19-10-2018-Purchase

110

0.00

1,440,495

0.91

 

19-10-2018-Sale

(2,750)

(0.00)

1,437,745

0.90

 

26-10-2018-Purchase

37,115

0.02

1,474,860

0.93

 

26-10-2018-Sale

(21)

(0.00)

1,474,839

0.93

 

02-11-2018-Purchase

32,386

0.02

1,507,225

0.95

 

09-11-2018-Purchase

36

0.00

1,507,261

0.95

 

16-11-2018-Purchase

78

0.00

1,507,339

0.95

 

16-11-2018-Sale

(3,750)

(0.00)

1,503,589

0.94

 

23-11-2018-Purchase

11

0.00

1,503,600

0.94

 

30-11-2018-Purchase

66

0.00

1,503,666

0.94

 

30-11-2018-Sale

(13,875)

(0.01)

1,489,791

0.94

 

07-12-2018-Purchase

42

0.00

1,489,833

0.94

 

14-12-2018-Purchase

7,191

0.00

1,497,024

0.94

 

14-12-2018-Sale

(7,625)

(0.00)

1,489,399

0.94

 

21-12-2018-Purchase

98

0.00

1,489,497

0.94

 

21-12-2018-Sale

(10,500)

(0.01)

1,478,997

0.93

 

28-12-2018-Purchase

21

0.00

1,479,018

0.93

 

28-12-2018-Sale

(755)

(0.00)

1,478,263

0.93

 

31-12-2018-Purchase

80

0.00

1,478,343

0.93

 

04-01-2019-Purchase

80

0.00

1,478,423

0.93

 

11-01-2019-Purchase

53

0.00

1,478,476

0.93

 

18-01-2019-Purchase

98

0.00

1,478,574

0.93

 

25-01-2019-Purchase

39

0.00

1,478,613

0.93

 

01-02-2019-Purchase

67

0.00

1,478,680

0.93

 

08-02-2019-Purchase

84

0.00

1,478,764

0.93

 

15-02-2019-Purchase

38

0.00

1,478,802

0.93

 

15-02-2019-Sale

(147)

(0.00)

1,478,655

0.93

 

22-02-2019-Purchase

11,756

0.01

1,490,411

0.94

 

22-02-2019-Sale

(294)

(0.00)

1,490,117

0.94

 

01-03-2019-Purchase

74

0.00

1,490,191

0.94

 

01-03-2019-Sale

(8,250)

(0.01)

1,481,941

0.93

 

08-03-2019-Purchase

28

0.00

1,481,969

0.93

 

08-03-2019-Sale

(212)

(0.00)

1,481,757

0.93

 

15-03-2019-Purchase

84

0.00

1,481,841

0.93

 

15-03-2019-Sale

(24)

(0.00)

1,481,817

0.93

 

22-03-2019-Purchase

35

0.00

1,481,852

0.93

 

22-03-2019-Sale

(157)

(0.00)

1,481,695

0.93

 

29-03-2019-Purchase

166

0.00

1,481,861

0.93

 

29-03-2019-Sale

(64)

(0.00)

1,481,797

0.93

 

At the end of the year 31 March 2019

 

 

1,481,797

0.93

 

 

 

 

 

 

6

SBI Blue Chip Fund

 

 

 

 

 

At the beginning of the year 1 April 2018

701,100

0.44

 

 

 

Date-wise increase/decrease )

 

 

 

 

 

06-04-2018-Purchase

482,631

0.30

1,183,731

0.74

 

06-04-2018-Sale

(1,043)

(0.00)

1,182,688

0.74

 

13-04-2018-Purchase

1,247

0.00

1,183,935

0.74

 

20-04-2018-Purchase

53,900

0.03

1,237,835

0.78

 

27-04-2018-Purchase

84,815

0.05

1,322,650

0.83

 

04-05-2018-Purchase

3,520

0.00

1,326,170

0.83

 

11-05-2018-Purchase

5,770

0.00

1,331,940

0.84

 

18-05-2018-Purchase

4,265

0.00

1,336,205

0.84

 

25-05-2018-Purchase

2,413

0.00

1,338,618

0.84

 

01-06-2018-Purchase

3,483

0.00

1,342,101

0.84

 

08-06-2018-Purchase

3,275

0.00

1,345,376

0.85

 

08-06-2018-Sale

(10,000)

(0.01)

1,335,376

0.84

 

15-06-2018-Purchase

2,983

0.00

1,338,359

0.84

 

22-06-2018-Purchase

3,093

0.00

1,341,452

0.84

 

22-06-2018-Sale

0)

(0.00)

1,341,451

0.84

 

29-06-2018-Purchase

392

0.00

1,341,843

0.84

 

29-06-2018-Sale

(4,020)

(0.00)

1,337,823

0.84

 

06-07-2018-Purchase

3,161

0.00

1,340,984

0.84

 

13-07-2018-Purchase

3,465

0.00

1,344,449

0.84

 

13-07-2018-Sale

(73)

(0.00)

1,344,376

0.84

 

20-07-2018-Purchase

3,197

0.00

1,347,573

0.85

 

27-07-2018-Purchase

2,944

0.00

1,350,517

0.85

 

27-07-2018-Sale

(77,008)

(0.05)

1,273,509

0.80

 

03-08-2018-Purchase

1,584

0.00

1,275,093

0.80

 

03-08-2018-Sale

(100)

(0.00)

1,274,993

0.80

 

10-08-2018-Purchase

4,734

0.00

1,279,727

0.80

 

17-08-2018-Purchase

1,523

0.00

1,281,250

0.81

 

24-08-2018-Purchase

3,979

0.00

1,285,229

0.81

 

24-08-2018-Sale

(12,000)

(0.01)

1,273,229

0.80

 

31-08-2018-Purchase

6,426

0.00

1,279,655

0.80

 

31-08-2018-Sale

(55)

(0.00)

1,279,600

0.80

 

07-09-2018-Purchase

6,119

0.00

1,285,719

0.81

 

07-09-2018-Sale

(6)

(0.00)

1,285,713

0.81

 

14-09-2018-Purchase

5,424

0.00

1,291,137

0.81

 

14-09-2018-Sale

(170)

(0.00)

1,290,967

0.81

 

21-09-2018-Purchase

4,443

0.00

1,295,410

0.81

 

28-09-2018-Purchase

143

0.00

1,295,553

0.81

 

28-09-2018-Sale

(2,995)

(0.00)

1,292,558

0.81

 

05-10-2018-Purchase

3,604

0.00

1,296,162

0.81

 

12-10-2018-Purchase

5,574

0.00

1,301,736

0.82

 

19-10-2018-Purchase

2,208

0.00

1,303,944

0.82

 

26-10-2018-Purchase

4,546

0.00

1,308,490

0.82

 

02-11-2018-Purchase

5,992

0.00

1,314,482

0.83

 

02-11-2018-Sale

0)

(0.00)

1,314,481

0.83

 

09-11-2018-Purchase

2,910

0.00

1,317,391

0.83

 

16-11-2018-Purchase

4,729

0.00

1,322,120

0.83

 

16-11-2018-Sale

(53)

(0.00)

1,322,067

0.83

 

23-11-2018-Purchase

2,775

0.00

1,324,842

0.83

 

30-11-2018-Purchase

2,287

0.00

1,327,129

0.83

 

07-12-2018-Purchase

167

0.00

1,327,296

0.83

 

07-12-2018-Sale

(31,882)

(0.02)

1,295,414

0.81

 

14-12-2018-Purchase

14,461

0.01

1,309,875

0.82

 

14-12-2018-Sale

(4,737)

(0.00)

1,305,138

0.82

 

21-12-2018-Purchase

3,685

0.00

1,308,823

0.82

 

28-12-2018-Purchase

388

0.00

1,309,211

0.82

 

28-12-2018-Sale

(13)

(0.00)

1,309,198

0.82

 

31-12-2018-Purchase

1,047

0.00

1,310,245

0.82

 

04-01,-2019-Purchase

6,789

0.00

1,317,034

0.83

 

11-01-2019-Purchase

7,384

0.00

1,324,418

0.83

 

11-01-2019-Sale

(25,000)

(0.02)

1,299,418

0.82

 

18-01-2019-Purchase

6,287

0.00

1,305,705

0.82

 

18-01-2019-Sale

(21)

(0.00)

1,305,684

0.82

 

25-01-2019-Purchase

5,067

0.00

1,310,751

0.82

 

25-01-2019-Sale

(8)

(0.00)

1,310,743

0.82

 

01-02-2019-Purchase

7,002

0.00

1,317,745

0.83

 

01-02-2019-Sale

(61,449)

(0.04)

1,256,296

0.79

 

08-02-2019-Purchase

5,976

0.00

1,262,272

0.79

 

08-02-2019-Sale

(3,708)

(0.00)

1,258,564

0.79

 

15-02-2019-Purchase

3,736

0.00

1,262,300

0.79

 

15-02-2019-Sale

(15)

(0.00)

1,262,285

0.79

 

22-02-2019-Purchase

60,635

0.04

1,322,920

0.83

 

01-03-2019-Purchase

8,539

0.01

1,331,459

0.84

 

08-03-2019-Purchase

6,511

0.00

1,337,970

0.84

 

08-03-2019-Sale

(275)

(0.00)

1,337,695

0.84

 

15-03-2019-Purchase

8,591

0.01

1,346,286

0.85

 

22-03-2019-Purchase

5,806

0.00

1,352,092

0.85

 

22-03-2019-Sale

(13)

(0.00)

1,352,079

0.85

 

29-03-2019-Purchase

1,684

0.00

1,353,763

0.85

 

29-03-2019-Sale

(143,149)

(0.09)

1,210,614

0.76

 

At the end of the year 31 March 2019

 

 

1,210,614

0.76

 

 

 

 

 

 

7

Niraj Bajaj (Trustee of Narmada Trust, Bajaj Group Trust)

 

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31 March 2019

1,092,075

0.69

1,092,075

0.69

 

 

 

 

 

 

8

AXIS Mutual Fund Trustee Ltd.

 

 

 

 

 

At the beginning of the year 1 April 2018

594,022

0.37

 

 

 

Date-wise increase/decrease )

 

 

 

 

 

06-04-2018-Purchase

103

0.00

594,125

0.37

 

06-04-2018-Sale

(41,010)

(0.03)

553,115

0.35

 

13-04-2018-Sale

(25,000)

(0.02)

528,115

0.33

 

20-04-2018-Sale

(20,000)

(0.01)

508,115

0.32

 

27-04-2018-Sale

(33,000)

(0.02)

475,115

0.30

 

11-05-2018-Sale

(8)

(0.00)

475,107

0.30

 

18-05-2018-Purchase

37,000

0.02

512,107

0.32

 

25-05-2018-Purchase

10,382

0.01

522,489

0.33

 

15-06-2018-Sale

(1,435)

(0.00)

521,054

0.33

 

29-06-2018-Purchase

16,500

0.01

537,554

0.34

 

13-07-2018-Purchase

2,100

0.00

539,654

0.34

 

20-07-2018-Purchase

23,500

0.01

563,154

0.35

 

27-07-2018-Purchase

1,818

0.00

564,972

0.36

 

27-07-2018-Sale

(3,000)

(0.00)

561,972

0.35

 

03-08-2018-Purchase

6,000

0.00

567,972

0.36

 

10-08-2018-Purchase

32,037

0.02

600,009

0.38

 

10-08-2018-Sale

(810)

(0.00)

599,199

0.38

 

24-08-2018-Purchase

46,500

0.03

645,699

0.41

 

31-08-2018-Purchase

28,335

0.02

674,034

0.42

 

07-09-2018-Purchase

67,500

0.04

741,534

0.47

 

14-09-2018-Purchase

16,000

0.01

757,534

0.48

 

21-09-2018-Purchase

23,000

0.01

780,534

0.49

 

28-09-2018-Purchase

22,456

0.01

802,990

0.50

 

05-10-2018-Sale

0)

(0.00)

802,989

0.50

 

12-10-2018-Purchase

1

0.00

802,990

0.50

 

12-10-2018-Sale

(3,800)

(0.00)

799,190

0.50

 

26-10-2018-Sale

(27,200)

(0.02)

771,990

0.49

 

2-11-2018-Purchase

55,000

0.03

826,990

0.52

 

02-11-2018-Sale

(12,000)

(0.01)

814,990

0.51

 

09-11-2018-Purchase

13,750

0.01

828,740

0.52

 

09-11-2018-Sale

(40,000)

(0.03)

788,740

0.50

 

16-11-2018-Purchase

35,050

0.02

823,790

0.52

 

30-11-2018-Purchase

1

0.00

823,791

0.52

 

30-11-2018-Sale

(21,845)

(0.01)

801,946

0.50

 

07-12-2018-Purchase

16,750

0.01

818,696

0.51

 

07-12-2018-Sale

(4,883)

(0.00)

813,813

0.51

 

14-12-2018-Purchase

36,443

0.02

850,256

0.53

 

14-12-2018-Sale

(1,003)

(0.00)

849,253

0.53

 

21-12-2018-Purchase

15,817

0.01

865,070

0.54

 

21-12-2018-Sale

(953)

(0.00)

864,117

0.54

 

28-12-2018-Purchase

6,085

0.00

870,202

0.55

 

11-01-2019-Purchase

12,300

0.01

882,502

0.55

 

18-01-2019-Sale

0)

(0.00)

882,501

0.55

 

25-01-2019-Purchase

49,975

0.03

932,476

0.59

 

01-02-2019-Purchase

25

0.00

932,501

0.59

 

08-02-2019-Purchase

6,875

0.00

939,376

0.59

 

15-02-2019-Sale

(3,322)

(0.00)

936,054

0.59

 

01-03-2019-Purchase

100,000

0.06

1,036,054

0.65

 

08-03-2019-Purchase

30,010

0.02

1,066,064

0.67

 

15-03-2019-Sale

(5,625)

(0.00)

1,060,439

0.67

 

22-03-2019-Sale

(124)

(0.00)

1,060,315

0.67

 

At the end of the year 31 March 2019

 

 

1,060,315

0.67

9

Abhay Firodia

 

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31 March 2019

1,042,184

0.65

1,042,184

0.65

 

 

 

 

 

 

10

Abu Dhabi Investment Authority-Beacon

 

 

 

 

 

At the beginning of the year 1 April 2018

178,026

0.11

 

 

 

Date-wise increase/decrease )

 

 

 

 

 

06-04-2018-Sale

(1,590)

(0.00)

176,436

0.11

 

04-05-2018-Purchase

333

0.00

176,769

0.11

 

04-05-2018-Sale

(333)

(0.00)

176,436

0.11

 

11-05-2018-Sale

(333)

(0.00)

176,103

0.11

 

01-06-2018-Sale

(2,432)

(0.00)

173,671

0.11

 

29-06-2018-Purchase

32,320

0.02

205,991

0.13

 

06-07-2018-Purchase

40,398

0.03

246,389

0.15

 

06-07-2018-Sale

(32,320)

(0.02)

214,069

0.13

 

03-08-2018-Sale

(960)

(0.00)

213,109

0.13

 

10-08-2018-Purchase

2,647

0.00

215,756

0.14

 

10-08-2018-Sale

(2,647)

(0.00)

213,109

0.13

 

17-08-2018-Sale

(1,324)

(0.00)

211,785

0.13

 

24-08-2018-Sale

(1,323)

(0.00)

210,462

0.13

 

26-10-2018-Purchase

26,500

0.02

236,962

0.15

 

02-11-2018-Purchase

224,740

0.14

461,702

0.29

 

16-11-2018-Purchase

803

0.00

462,505

0.29

 

14-12-2018-Purchase

3,619

0.00

466,124

0.29

 

14-12-2018-Sale

(3,619)

(0.00)

462,505

0.29

 

01-02-2019-Purchase

1,647

0.00

464,152

0.29

 

01-03-2019-Purchase

134,592

0.08

598,744

0.38

 

01-03-2019-Sale

(2,022)

(0.00)

596,722

0.37

 

08-03-2019-Purchase

14,746

0.01

611,468

0.38

 

29-03-2019-Purchase

162,246

0.10

773,714

0.49

 

At the end of the year 31 March 2019

 

 

773,714

0.49

 

 

 

 

 

 

 

v) Shareholding of directors and key managerial personnel

 

Name of directors/ key managerial personnel (KMP)

Shareholding at the beginning of the year (1 April 2018)

Cumulative shareholding during the year ended (31 March 2019)

Sr.No.

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

 

 

 

 

1

Rahulkumar Bajaj

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31 March 2019

1,662,685

1.04

1,662,685

1.04

2

Sanjivnayan Bajaj

 

 

 

 

At the beginning of the year 1 April 2018

465,024

0.29

 

 

 

08-02-2019 Transferred as gift

(44,445)

(0.03)

420,579

0.26

 

At the end of the year 31 March 2019

 

 

420,579

0.26

3

Madhur Bajaj

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31 March 2019

1,088,393

0.68

1,088,393

0.68

4

Rajivnayan Bajaj

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31 March 2019

3,450

0.00

3,450

0.00

5

Manish Kejriwal

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31 March 2019

122

0.00

122

0.00

6

S Sreenivasan (CFO)

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31 March 2019

1,650

0.00

1,650

0.00

7

Sonal R Tiwari (Company Secretary)

 

 

 

 

At the beginning of the year 1 April 2018

0

0.00

 

 

 

06-09-2018 Purchase

50

0.00

50

0.00

 

At the end of the year 31 March 2019

 

 

50

0.00

Notes:

Shareholding of other Directors-Nil

 

 

 

V. Indebtedness

As on 31 March 2019, indebtedness of the Company including interest outstanding/accrued but not due for payment is Nil.

VI. Remuneration of directors and key managerial personnel during the financial year 2018-19

A. Remuneration to managing director(MD), whole-time directors (WTD) and/or Manager

 

 

 

(in Rs.)

Sr. No.

Particulars of remuneration

Sanjiv Bajaj (MD & CEO)

Total amount

 

 

 

 

1

Gross Salary

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961

19,818,461

19,818,461

 

(b) Value of perquisites under section 17(2) of the Income Tax Act, 1961

2,544,600

2,544,600

 

(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

 

-

2

Stock Options

 

-

3

Sweat Equity

 

-

4

Commission

 

-

 

-as % of profit

 

-

 

-others (thrice the annual basic salary)

53,100,000

53,100,000

5

Others-Contribution to Provident Fund, etc.

3,760,048

3,760,048

 

 

 

 

 

TOTAL (A)

79,223,109

79,223,109

 

Ceiling as per the Act

 

167,300,000

Notes: Salary and perquisites include all elements of remuneration, i.e., salary, allowances and benefits. No bonus, pension and performance linked incentive is paid to any of the directors. The Company has not issued any stock options to any of the directors.

The term of Managing Director & CEO does not exceed five years.

Appointment of Managing Director & CEO is governed by a service contract for a period of five years and notice period is of ninety days and is in compliance with the applicable provisions of the Companies Act, 2013.

B. Remuneration to other directors

1. Independent Directors

 

 

 

 

 

 

(In Rs.)

Particulars of remuneration

D J Balaji Rao

Pamnani

Piramal

Forbes

Anami N Roy

Total

i. Fee for attending Board/ Committee Meetings

750,000

900,000

800,000

500,000

100,000

3,050,000

ii. Commission

750,000

2,900,000

800,000

500,000

100,000

5,050,000

iii. Others

 

 

 

 

 

 

TOTAL (B)(1)

1,500,000

3,800,000

1,600,000

1,000,000

200,000

8,100,000

Note: Additional Commission to Nanoo Pamnani of Rs. 20 lakh for the year 2018-19 was approved at Board Meeting held on 12 March 2019.

2. Non-independent non-executive Directors

 

 

 

 

 

(In Rs.)

Particulars of remuneration

Rahul Bajaj

Madhur Bajaj

Rajiv Bajaj

Manish Kejriwal

Total

 

 

 

 

i. Fee for attending Board/Committee Meetings

450,000

300,000

250,000

100,000

1,100,000

ii. Commission

450,000

300,000

250,000

100,000

1,100,000

iii. Others

 

 

 

TOTAL (B)(2)

900,000

600,000

500,000

200,000

2,200,000

TOTAL (B)(1) + (B)(2)

 

 

 

 

10,300,000

Total Managerial Remuneration (A+B)

 

 

 

 

89,523,109

Overall ceiling as per the Act

 

 

 

 

200,800,000

Note: Overall ceiling as per Act is not applicable to sitting fees paid to non-executive directors.

C. Remuneration to key managerial personnel other than MD/WTD/Manager

 

 

 

 

(In Rs.)

 

 

Key managerial personnel

 

 

 

Company Secretary

Chief Financial Officer

 

Sr. No.

Particulars of remuneration

Sonal R Tiwari

S Sreenivasan

Total

 

 

 

 

 

1

Gross Salary

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961

4,786,788

48,790,338

53,577,126

 

(b) Value of perguisites under section 17(2) of the Income Tax Act, 1961

50,004

89,604

139,608

 

(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

 

 

 

2

Stock Options

 

 

 

3

Sweat Eguity

 

 

 

4

Commission

 

 

 

 

- as % of profit

 

 

 

 

- others

 

 

 

5

Others-Contribution to Provident Fund, etc.

326,760

2,051,736

2,378,496

 

Total

5,163,552

50,931,678

56,095,230

VII. Penalties/punishment/compounding of offences:

During the year 2018-19, there were no penalties/punishment/compounding of offences under Companies Act, 2013.

Annexure to Directors' Report

Remuneration Details under Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31 March 2019

 

 

 

(A) Whole-time director/Managerial Personnel

 

Sanjiv Bajaj-Managing Director & CEO

44.63

57.73

(B) Non-Executive directors1

 

Rahul Bajaj

0.25

0.00

Madhur Bajaj

0.17

0.00

Rajiv Bajaj

0.14

25.00

Nanoo Pamnani

1.63

314.29

DJBalajiRao

0.42

36.36

Dr. Gita Piramal

0.45

45.45

Dr. Naushad Forbes

0.28

100.00

AnamiNRoy3

0.06

0.00

Manish Kejriwal 3

0.06

0.00

 

 

(C) Key Managerial Personnel

 

Sanjiv Bajaj, Managing Director & CEO

 

57.73

S Sreenivasan, CEO

 

36.67

Sonal R Tiwari, Company Secretary

 

36.27

(D) Remuneration of Median Employee (other than whole-time director)

 

(31.45)

 

 

(E) Permanent employees as on 31 March 20192: 48

 

1 (a) Remuneration payable to Non-executive directors is based on the number of meetings of the Board and its Committees attended by them as members during the year, (b) Remuneration to directors does not include sitting fee paid to them for attending Board/Committee meetings.

2 Permanent employees' does not include trainees, probationers and contract employees.

3 Anami N Roy and Manish Kejriwal were appointed w.e.f. 1 January 2019. Figures in their case are therefore not comparable.

4 During 2018-19, strength of the Company doubled resulting in median remuneration coming down and hence the figures are strictly not comparable with the previous year.

Notes on Disclosures under Rule 5

A In 2018-19, the remuneration of median employee other than Whole-time Director reduced by 31.45% over the previous year.

B Increase in the remuneration of Managerial Person, which was 57.73% during the year under review, was given, keeping in view the trends of remuneration in industry.

C The remuneration paid as above was as per the Remuneration Policy of the Company.

Secretarial Audit Report (Form MR-3)

[Pursuant to section 204(1) of Companies Act, 2013 and rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

For the financial year ended 31 March 2019.

To The Members, Bajaj Finserv Ltd.

(CIN: L65923PN2007PLC130075) Bajaj Auto Ltd. Complex, Mumbai-Pune Road, Akurdi, Pune 411 035.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and adherence to good corporate practices by Bajaj Finserv Ltd. (hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2019, complied with the applicable statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place subject to the reporting made hereinafter:

I have examined the books, registers, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2019, according to the provisions of:

(i) The Companies Act, 2013 (the 'Act') and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') to the extent applicable:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Reguirements) Regulations, 2009 and The Securities and Exchange Board of India (Issue of Capital and Disclosure Reguirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Eguity Shares) Regulations, 2008;

(h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 and The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015, as amended.

(vi) Rules, Regulations and Guidelines issued by the Reserve Bank of India as are applicable to Non-Deposit taking NBFC/Core Investment Company which are specifically applicable to the Company.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards pursuant to section 118(10) of the Act, issued by the Institute of Company Secretaries of India.

(ii) Listing Agreements entered into by the Company with BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE) as per SEBI (Listing Obligations and Disclosure Reguirements) Regulations, 2015, as amended.

During the period under review, the Company has complied with the provisions of the Act, Rules, regulations, directions, guidelines, standards, etc. mentioned above. The Company made allotment on 17 September 2018 of 1,014 eguity shares on 'right basis', out of the shares kept in abeyance earlier.

I further report that the Board of Directors of the Company is duly constituted with proper balance of executive directors, non-executive directors and independent directors including one woman director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adeguate notice is given to all directors for the Board Meetings, including Committees thereof, along with agenda and detailed notes on agenda at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors. The decisions were carried unanimously.

I further report that there are adeguate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that the Company allotted 1,014 eguity shares on 'right basis' out of the shares kept in abeyance earlier and complied with the Act and Rules formed thereunder during the reporting period.

I further report that during the audit period there was no other event/action having major bearing on affairs of the Company.

Pune: 16 May 2019

Shyamprasad D Limaye

 

FCS No. 1587 C P No. 572

Independent Auditor's Report on compliance with the conditions of Corporate Governance

[As per provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015]

To The Members, Bajaj Finserv Ltd.

(CIN: L65923PN2007PLC130075) Bajaj Auto Ltd. Complex, Mumbai-Pune Road, Akurdi, Pune 411 035

1. The Corporate Governance Report prepared by Bajaj Finserv Limited (hereinafter the 'Company'), contains details as required by the provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('the Listing Regulations') ('Applicable criteria') with respect to Corporate Governance for the year ended 31 March 2019. This report is required by the Company to be annexed with the Directors' Report, in terms of Para E of Schedule V to the aforesaid Listing Regulations, for further being sent to the Shareholders of the Company.

Management's Responsibility

2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate Governance Report.

3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of India.

Auditor's Responsibility

4. Pursuant to the reguirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form of an opinion whether the Company has complied with the specific reguirements of the Listing Regulations referred to in paragraph 3 above.

5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the Institute of Chartered Accountants of India ("ICAI"). The Guidance Note on Reports or Certificates for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.

6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

7. The procedures selected depend on the auditor's judgement, including the assessment of the risks associated in compliance of the Corporate Governance Report with the applicable criteria. Summary of key procedures performed include:

i. Reading and understanding of the information prepared by the Company and included in its Corporate Governance Report;

ii. Obtained and verified that the composition of the Board of Directors w.r.t executive and non-executive directors has been met throughout the reporting period;

iii. Obtained and read the Directors Register as on 31 March 2019 and verified that at least one women director was on the Board during the year;

iv. Obtained and read the minutes of the following meetings held between 1 April 2018 to 31 March 2019:

(a) Board of Directors meetings;

(b) Audit committee meetings;

(c) Annual General meeting;

(d) Nomination and remuneration committee meetings;

(e) Risk management committee meetings; and

(f) Stakeholders Relationship committee meetings.

v. Obtained necessary representations and declarations from directors of the Company including the independent directors; and

vi. Performed necessary inguiries with the management and also obtained necessary specific representations from management.

The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance Report on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole.

Opinion

8. Based on the procedures performed by us as referred in paragraph 7 above, and according to the information and explanations given to us, we are of the opinion that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations, as applicable for the year ended 31 March 2019, referred to in paragraph 1 above.

Other matters and Restriction on Use

9. This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

10. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply with its obligations under the Listing Regulations with reference to compliance with the relevant regulations of Corporate Governance and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

For S R B C & CO LLP
ICAI Firm Registration Number: 324982E/E300003
Chartered Accountants
per Arvind Sethi
Partner
Membership Number: 89802
UDIN: 19089802AAAAAF2447
Pune:16 May 2019

Declaration by Chief Executive Officer

[Regulation 34(3) read with Schedule V (Part D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

I, Sanjiv Bajaj, Managing Director & CEO of Bajaj Finserv Ltd. hereby declare that all 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 2019.

Sanjiv Bajaj

Managing Director & CEO

Pune: 16 May 2019

Certificate by Practising Company Secretary

[Pursuant to Schedule V read with Regulation 34(3) of SEBI Listing Regulations 2015, (as amended)]

In the matter of Bajaj Finserv Ltd. (CIN: L65923PN2007PLC130075) having its registered office at Bajaj Auto Ltd. Complex, Mumbai-Pune Road, Akurdi, Pune-411035.

On the basis of examination of the books, minute books, forms and returns filed and other records maintained by the Company and declarations made by the directors and explanations given by the Company, I certify that the following persons are directors of the Company (during 01-04-2018 to 31-03-2019) and none of them have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

Sr. No.

Name of Director

DIN

Designation

1

Rahulkumar Kamalnayan Bajaj

00014529

Non-executive Chairman

2

Madhurkumar Ramkrishnaji Bajaj

00014593

Non-executive Director

3

Sanjivnayan Rahulkumar Bajaj

00014615

Managing Director & CEO

4

Rajivnayan Rahulkumar Bajaj

00018262

Non-executive Director

5

Balaji Raojagannathrao Doveton

00025254

Independent Director

6

Nanoo Gobindram Pamnani

00053673

Independent Director

7

Dr. Naushad Darius Forbes

00630825

Independent Director

8

Dr. Gita Piramal

01080602

Independent Director

9

Anami N Roy

01361110

Additional Director

10

Manish Santoshkumar Kejriwal

00040055

Additional Director

Pune:
16 May 2019
Shyamprasad D. Limaye
FCS. 1587 C.P.No 572 


Mar 31, 2018

Directors'' Report

The directors present their Eleventh Annual Report and audited financial statements for the year ended 31 March 2018.

Financial results

The financial results of the Company are elaborated in the Management Discussion and Analysis Report.

The highlights of the Standalone Financial Results are as under:

(RS, In Crore)

Particulars

FY2018

FY2017

Total revenue

252.24

165.00

Total expenses

85.45

61.00

Profit before tax

166.79

104.00

Tax expense

25.45

33.98

Profit for the year

141.34

70.02

Balance carried to Balance Sheet

141.34

70.02

Earnings per share (H )

8.9

4.4

Proposed dividend (%)

35%

35%

Dividend and tax thereon

27.85

27.85

The highlights of the Consolidated Financial Results are as under:

(RS, In Crore)

Particulars

FY2018

FY2017

Total revenue

30,599.41

24,507.72

Total expenses

24,289.24

19,583.19

Profit before tax

6,310.17

4,924.53

Tax expense

1,970.29

1,474.82

Profit after tax

4,339.88

3,449.71

Minority interest

1,598.44

1,187.79

Profit for the year

2,741.44

2,261.92

Earnings per share (H)

172.3

142.1

Dividend

Your directors recommend for consideration of the shareholders at the ensuing Annual General Meeting (AGM) payment of a dividend of RS, 1.75 per equity share (35%) of face value of RS, 5 each for the year ended 31 March 2018. The amount of dividend and the tax thereon to the extent applicable aggregate to H 27.85 crore.

For the year ended 31 March 2017, the dividend paid was also RS, 1.75 per equity share (35%) of face value of RS, 5 each. The amount of dividend and the tax thereon to the extent applicable aggregated to RS, 27.85 crore.

Share capital

The paid-up equity share capital as on 31 March 2018 was H 79.57 crore consisting of 159,135,097 fully paid-up equity shares of face value of H 5 each. During the Rights Issue of equity shares made by the Company in 2012, certain shares had been kept in abeyance as required by law.

With resolution of a few cases during the year under review, the Company has allotted 3,317 equity shares of the face value of H 5 each at the original Rights Issue price of H 650 per share to the eligible shareholders.

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights or sweat equity shares. It has not granted any stock options.

Classification of the Company as a Core Investment Company (CIC)

The Company having satisfied the criteria specified for being a CIC, not requiring registration with RBI pursuant to the provisions of section 45-IA of RBI Act, 1934, had applied to RBI in this regard on 26 June 2015.

In response to the above, RBI vide its Order dated 23 October 2015 has cancelled the certificate of registration to carry on the business of NBFC issued to the Company and has confirmed the eligibility of the Company as a CIC, not requiring registration with RBI, pursuant to the provisions of section 45-IA of the RBI Act, 1934. The Company is thus a CIC under the said provisions.

Operations

Detailed information on the operations of the different business lines of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

Inclusion in NIFTY 50 Index

With effect from 2 April 2018, the Company has been included in the NIFTY 50 Index of National Stock Exchange of India Limited.

Commencement of operations by Bajaj Finserv Direct Ltd.

During the year under review, Bajaj Financial Holdings Ltd., a wholly-owned subsidiary, has firmed up new business plans for undertaking activities on digital and online platform to augment the business of the Company''s subsidiaries and has changed its name to Bajaj Finserv Direct Ltd. with effect from 27 February 2018.

Adoption of Confederation of Indian Industry (CII) Charters

Your Company, being a member of CII, has adopted the following Code/Charters:

1. Model Code of Conduct for Ethical Business Practices;

2. Charters on Fair & Responsible Workplace Guidelines for Collaborative Employee Relations; and

3. Charters on Fair & Responsible Workplace Guidelines for Contact Labour.

Extract of annual return

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed form MGT-9 is annexed to this Report.

Number of meetings of the Board

Six meetings of the Board were held during the year. Detailed information is given in the Corporate Governance Report.

Directors'' responsibility statement

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that:

- in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 and loss of the Company for that period;

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the directors had prepared the annual accounts on a going concern basis;

- the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

- the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Details in respect of frauds reported by auditors under section 143(12)

During the year under review, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

Declaration by independent directors

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the said Act.

Directors'' Remuneration Policy and criteria for matters under section 178

Information regarding Directors'' Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are provided in the Corporate Governance Report.

Particulars of loans, guarantees or investments

Information regarding loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are detailed in the financial statements.

Related party transactions

No Related Party Transactions (RPTs) were entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013. There being no ''material'' related party transactions as defined under regulation 23 of the SEBI Listing Regulations, 2015, there are no details to be disclosed in form AOC-2 in that regard.

During the year 2017-18, pursuant to section 177 of the Companies Act, 2013, and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for its approval.

The policy on RPTs as approved by the Board is uploaded on the Company''s website www.bajajfinserv.in

Material changes and commitments

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.

Conservation of energy and technology absorption

The Company is engaged in wind-farm activities in addition to its financial services activities.

A summary of the performance of the wind power division is available in the Management Discussion and Analysis which forms part of this Annual Report. Being essentially a financial services Company, no particulars regarding technology absorption are required to be given in this Report.

Particulars regarding conservation of energy are given below:

a) Steps taken to conserve energy and utilise alternate sources of energy:

The Company has installed a renewable energy (wind) project with a capacity of 65.2 MW. During the year under review, it generated 734 lakh units which it sold to third parties.

It, however, is unable to make captive use of wind energy, because new regulations do not permit the same where monthly demand is less than 700 KW. The Company has installed LED lamps in place of failed tube lights and CFL, thereby reducing energy consumption in lighting by around 16507 KWh units during the year.

b) Capital investment on energy conservation equipment:

Not applicable, since BFS is a non-manufacturing Company, not coming under the notified industries covered under Energy Conservation Act, 2001. Also, energy demand/ connected load of building utilised for the Company''s corporate/commercial activities, etc. is less than 500 KW, which is the minimum threshold for applicability of the Energy Conservation Act, 2001.

Foreign exchange earnings and outgo

Total foreign exchange earned by the Company was H Nil during the year under review, as well as during the previous year.

Total foreign exchange outflow during the year under review was H 0.67 crore, as against H 0.62 crore during the previous year.

Risk Management Policy

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company, is given in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

Detailed information on the CSR Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013, is given in the annexed Annual Report on CSR activities.

Formal annual evaluation of the performance of the Board, its Committees, Chairperson and Individual Directors

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees, Chairperson and Individual Directors is given in the Corporate Governance Report.

Subsidiary and Joint Venture

Following are the subsidiary and joint venture companies of the Company as at 31 March 2018

Name of the company

% Shareholding

Status

Bajaj Allianz Life Insurance Company Ltd.

74%

Subsidiary

Bajaj Allianz General Insurance Company Ltd.

74%

Subsidiary

Bajaj Finance Ltd.

54.99%

Subsidiary

Bajaj Housing Finance Ltd.

(100% subsidiary of Bajaj Finance Ltd.)

-

Subsidiary

Bajaj Financial Securities Ltd.

(100% subsidiary of Bajaj Housing Finance Ltd.)

-

Subsidiary

Bajaj Finserv Direct Ltd.*

(formerly known as Bajaj Financial Holdings Ltd.)

100%

Subsidiary

Bajaj Allianz Financial Distributors Ltd.

50%

Joint Venture

Bajaj Allianz Staffing Solutions Ltd.

(100% subsidiary of Bajaj Allianz Financial Distributors Ltd.)

-

Joint Venture

"Name has changed with effect from 27 February 2018

Detailed information on the performance and financial position of each subsidiary/joint venture of the Company is covered in the Management Discussion and Analysis Report.

Directors and Key Managerial Personnel-Changes

The directors regret to inform the sad demise of Naresh Chandra, an independent director of the Company, on 9 July 2017. The directors record their very sincere appreciation of the valuable services rendered by him during his long tenure in the Company. In his place, pursuant to section 149 of the Companies Act, 2013 and regulation 17(1)(b) read with regulation 25(6) of the SEBI Listing Regulations, 2015, Dr. Naushad Forbes was appointed as an additional director in the category of non-executive, independent director of the Company, in the meeting of the Board held on 13 September 2017, to hold office up to the date of the ensuing Annual General Meeting (AGM) of the Company. Resolution for appointment of Dr. Naushad Forbes is put up for the approval of shareholders in the Notice of ensuing AGM.

Pursuant to the provisions of the Companies Act, 2013, Dr. Naushad Forbes, if appointed at the ensuing AGM, shall be an independent director under the said Act for a period of 5 years with effect from 13 September 2017.

As per the provisions of the Companies Act, 2013, Rajiv Bajaj retires from the Board by rotation this year and being eligible, offers himself for re-appointment. The information as required to be disclosed under regulation 36(3) of the SEBI Listing Regulations, 2015 in case of re-appointment of the director is provided in the Notice of the ensuing Annual General Meeting.

There was no other change in the Directors and Key Managerial Personnel during the year under review except as above.

Detailed information on the directors is provided in the Corporate Governance Report.

Significant and material orders passed by the regulators or courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Details of internal financial controls with reference to the financial statements

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational. This includes its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance, which are commensurate with the nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

Presentation of financial statements

The audited financial statements of the Company for the year ended 31 March 2018 have been disclosed as per Schedule III (Division I) to the Companies Act, 2013.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and joint ventures, and as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and the SEBI Listing Regulations, 2015.

A separate statement containing the salient features of our subsidiaries and joint ventures in the prescribed form AOC-1 is annexed.

Statutory disclosures

The summary of the key financials of the Company''s subsidiaries and joint venture in form AOC-1 is included in this Annual Report. A copy of the audited financial statements for each of the subsidiary companies will be made available to members of the Company seeking such information at any point of time. The audited financial statements for each of the subsidiaries will be kept for inspection by any member of the Company at its registered office during business hours. The same are placed on the Company''s website www.bajajfinserv.in

Details as required under section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report.

Details as required under section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which forms part of the Directors'' Report, will be made available to any shareholder on request, as per the provisions of section 136(1) of the said Act.

A Cash Flow Statement for the year 2017-18 is attached to the Balance Sheet.

Pursuant to the legislation ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'', the Company has a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

Corporate governance

Pursuant to the SEBI Listing Regulations, 2015, a separate chapter titled Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Managing Director & CEO of the Company is contained in this Annual Report.

The Managing Director & CEO and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations, 2015.

The Certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Business Responsibility Report

Regulation 34(2) of the SEBI Listing Regulations, 2015, inter alia, provides that the annual report of the top 500 listed entities based on market capitalization (calculated as on 31 March of every financial year) shall include a Business Responsibility Report (BRR).

Since BFS is one of the top 500 listed entities, the Company, as in the previous years, has presented its BRR for the financial year 2017-18, which is part of this Annual Report. As a green initiative, the BRR has been hosted on the Company''s website www.bajajfinserv.in

A physical copy of the BRR will be made available to any shareholder on request.

Secretarial standards of ICSI

Pursuant to the approval given on 10 April 2015, by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India (ICSI), the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. The said standards were amended with effect from 1 October 2017.

The Company is in compliance with the same.

Auditors Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at the Annual General Meeting of the Company held on 19 July 2017 appointed S R B C & CO LLP, Chartered Accountants (firm registration No. 324982E/E300003) as Statutory Auditors of the Company from the conclusion of 10th Annual General Meeting till the conclusion of 15th Annual General Meeting, covering one term of five consecutive years, subject to ratification by the members at each intervening annual general meeting.

In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7 May 2018, ratification of auditors'' appointment is no longer required.

However, under section 142 of the Companies Act, 2013, a proposal is put up for approval of members for authorizing the Board of Directors of the Company to fix Auditors'' remuneration for the year 2018-19 and thereafter. The members are requested to approve the same.

The Statutory Audit Report for the year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013, and the Rules made there under, the Company has re-appointed Shyamprasad D Limaye, Practising Company Secretary (membership no. 1587), to undertake the secretarial audit of the Company.

The Secretarial Audit Report for the year 2017-18 as issued by him in the prescribed form MR-3 is annexed to this Report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor except that the Company had issued to its shareholders Rights Equity Shares in the year 2012. Out of this issue, 3,317 rights equity shares earlier kept in abeyance were allotted on 16 October 2017. Application for listing of these shares was filed with BSE and NSE in 30 days and 29 days respectively from the date of allotment, which was beyond the prescribed 20 days'' period. The delay was due to certain interpretational issues and for technical reasons. NSE and BSE levied a fine of H 180,000 and H 200,000 respectively, which the Company paid under protest.

Cost Auditor

Pursuant to section 148 of the Companies Act, 2013, and the Rules made there under, the Board of Directors had, on the recommendation of the Audit Committee, re-appointed Dhananjay V Joshi & Associates (firm registration no. 000030), Cost Accountants, to audit the cost accounts of the Company for the financial year 2018-19 on a remuneration of H 55,000 plus service tax, out-of-pocket, travelling and living expenses, subject to ratification by the shareholders at the ensuing Annual General Meeting. Accordingly, a resolution seeking members'' ratification for the remuneration payable to the Cost Auditor is included in the Notice convening the Annual General Meeting.

On behalf of the Board of Directors

Rahul Bajaj Chairman

Pune: 17 May 2018


Mar 31, 2015

Dear Members,

The directors present their Eighth Annual Report and audited financial statements for the year ended 31 March 2015

Financial results

The highlights of the Standalone Financial Results are as under:

(Rs. In Crore)

Particulars FY 2015 FY 2014

Total revenue 211.66 157.30

Total expenses 53.56 51.79

Profit before tax 158.10 105.51

Tax expense 32.17 22.00

Profit after tax 125.93 83.51

Profit for the year 125.93 83.39

Transfer to Reserve fund under section 45-IC(1) of the Reserve Bank of India Act, 1934 25.19 16.68

Transfer to General reserve 12.59 8.34

Proposed dividend 27.85 27.85

Balance carried to Balance Sheet 60.30 30.52

Earnings per share (B) 7.9 5.2

The highlights of the Consolidated Financial Results are as under:

(Rs. In Crore)

Particulars FY 2015 FY 2014

Gross revenue:

i. Gross written premium

a) Life insurance - Bajaj Allianz Life Insurance Co. Ltd. 6,017.30 5,843.14

b) General insurance - Bajaj Allianz General Insurance Co. Ltd. 5,300.66 4,583.89

ii. Gross income - Bajaj Finance Ltd. 5,418.28 4,074.35

iii. Income from windpower generation - Bajaj Finserv Ltd. 50.31 60.44

iv. Investment income (excluding accretions on unit linked investment) 2,685.38 2,059.49

v. Others 117.33 91.78

Total 19,589.26 16,713.09

(Rs. In Crore)

Particulars FY 2015 FY 2014

Revenue from operations and other income 7,102.49 5,386.91

Amount transferred from the policyholders'' account 487.89 639.10

Total revenue 7,590.38 6,026.01

Profit before tax 3,246.15 2,901.61

Tax expense 841.94 710.49

Profit after tax 2,404.21 2,191.12

Tax(debits)/credits pertaining to earlier years 4.96 (0.19)

Minority interest 719.38 646.85

Profit for the year 1,689.79 1,544.08

Earnings per share (B) 106.2 97.0

The financial results of the Company are elaborated in the Management Discussion and Analysis Report.

Dividend

Your directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 1.75 per share (35%) for the year ended 31 March 2015.

The amount of dividend and the tax thereon to the extent applicable aggregates to Rs. 27.85 crore.

Dividend paid for the year ended 31 March 2014 was also Rs. 1.75 per share (35%). The amount of dividend and the tax thereon to the extent applicable aggregated to Rs. 27.85 crore.

Share capital

The paid-up equity share capital as on 31 March 2015 was Rs. 79.56 crore. During the Rights Issue of equity shares made by the Company in 2012, certain shares had been kept in abeyance as required by law. With resolution of a few cases during the year under review, the Company has allotted 2,832 equity shares of the face value of Rs. 5 each at the original Rights Issue price of Rs. 650 per share to the eligible shareholders.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year.

The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

Registration as a Systemically Important Non-Deposit taking NBFC/Core Investment Company

Your Company was registered on 30 October 2009 by Reserve Bank of India as a Non-Banking Financial Institution (Non-Deposit taking). In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)

Directions, 2007, your Company is categorised as a ''Systemically Important Non-Deposit taking Non-Banking Financial Company''. Your Company has not accepted public deposits during the year under review.

Your Company, being eligible, has intimated RBI on 25 November 2014 of its intention to convert itself into a Core Investment Company (CIC). RBI has responded vide letter dated 30 December 2014, communicating its requirements in this regard. The Company is currently in the process of complying with the said RBI requirements keeping in view the provisions of Master circular on Regulatory Framework for Core Investment Company dated 1 July 2014.

Operations

Detailed information on the operations of the different business lines of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

Extract of annual return

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report.

Number of meetings of the Board

There were 6 meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

Directors'' responsibility statement

As required under clause (c) of sub-section (3) of section 134 of Companies Act, 2013 directors, to the best of their knowledge and belief, state that -

- in the preparation of the annual accounts, the applicable Accounting Standards had been followed alongwith proper explanation relating to material departures;

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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 and loss of the Company for that period;

- the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the directors had prepared the annual accounts on a going concern basis;

- the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

- the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration by independent directors

The independent directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6).

Directors'' Remuneration Policy and criteria for matters under section 178

Information regarding Directors'' Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are provided in the Corporate Governance Report.

Particulars of loans, guarantees or investments

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

Related party transactions

There were no related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of Companies Act, 2013. There being no ''material'' related party transactions as defined under clause 49 of the Listing Agreement, there are no details to be disclosed in Form AOC-2 in that regard.

During the year 2014-15, pursuant to section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement, all RPTs were placed before Audit Committee for its prior/omnibus approval.

The Policy on RPTs as approved by Board is uploaded on the Company''s website www.bajajfinserv.in

Material changes and commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

Conservation of energy and technology absorption

The Company is engaged in wind-farm activities in addition to its financial services activities. Hence, the subject of conservation of energy is applicable to the Company only with regard to its wind-farm business for the Company, being by and large a financial services company, there are no particulars regarding technology absorption required to be given.

Particulars regarding conservation of energy are given below:

a) the steps taken on conservation of energy and for utilising alternate sources of energy:

The Company has installed renewable energy (wind) project with a capacity of 65.2 MW.

It generated 746 lakh units and sold to third parties. It, however, is unable to make captive use of wind energy, because new regulations do not permit the same, where monthly demand is less than 800 KW. The Company has installed LED lamps in place of failed Tube lights and CFL thereby reducing energy consumption in lighting by 7 KW during the year.

b) the capital investment on energy conservation equipment:

Not applicable, since BFS is a non-manufacturing company, coming under the notified industries covered under Energy Conservation Act, 2001. Also, energy demand/connected load of building utilised for the Company''s corporate/commercial activities etc. is less than 500 KW, which is the threshold for applicability of Energy Conservation Act.

Foreign exchange earnings and outgo

Total foreign exchange earned by the Company was Nil during the year under review, as well as during the previous year.

Total foreign exchange outflow during the year under review was Rs. 1.53 crore, as against Rs. 1.96 crore during the previous year.

Risk Management Policy

Information on the development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company is given in the Corporate Governance Report.

Corporate Social Responsibility

Detailed information report on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the annexed Annual Report on CSR activities.

Formal annual evaluation of the performance of Board, its Committees and Directors

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

Subsidiaries and joint venture

Following are the subsidiary and joint venture companies of the Company as at 31 March 2015:

Name of the company % Shareholding Status

Bajaj Allianz Life Insurance Company Ltd. 74% Subsidiary

Bajaj Allianz General Insurance Company Ltd. 74% Subsidiary

Bajaj Finance Ltd. 61.53% Subsidiary

Bajaj Housing Finance Ltd. (erstwhile Bajaj Financial Solutions Ltd.) (100% subsidiary of Bajaj Finance Ltd.) - Subsidiary

Bajaj Financial Securities Ltd. (100% subsidiary of Bajaj Housing Finance Ltd.) - Subsidiary

Bajaj Financial Holdings Ltd. 100% Subsidiary

Bajaj Allianz Financial Distributors Ltd. 50% Joint Venture

Bajaj Allianz Staffing Solutions Ltd.

(100% subsidiary of Bajaj Allianz Financial Distributors Ltd.) - Joint Venture

During the year under review, the Company sold its 100% shareholding in Bajaj Financial Solutions Ltd. (which includes its 100% holding in Bajaj Financial Securities Ltd.) at Rs. 17 crore to Bajaj Finance Ltd. The name of Bajaj Financial Solutions Ltd. was subsequently changed to Bajaj Housing Finance Ltd. These steps were taken to facilitate Bajaj Finance Ltd. to commence its new line of business in the area of housing finance.

Detailed information on the performance and financial position of each subsidiary/joint venture of the Company is covered in the Management Discussion and Analysis Report.

Directors and Key Managerial Personnel

As reported previously, Dr. Gita Piramal was appointed as an additional director in the category of non-executive, independent director of the Company, in the meeting of the Board held on 27 March 2014. Thereafter, at the seventh annual general meeting of the Company held on 16 July 2014, the members of the Company appointed Dr. Gita Piramal as an Independent Director under the Companies Act, 2013 for a period of 5 years effective from 16 July 2014.

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has one half of its directors in the category of independent directors in terms of clause 49 of the Listing Agreement. The Board in its meeting held on 27 March 2014 appointed the existing independent directors under clause 49 as ''independent directors'' pursuant to Companies Act, 2013 as well.

The members at the annual general meeting held on 16 July 2014, approved the appointment of the existing independent directors for a term of 5 years effective from 1 April 2014.

Pursuant to section 203 of the Companies Act, 2013, the Company has appointed S Sreenivasan, President (Finance) of the Company as Chief Financial Officer (CFO) with effect from 1 October 2014 in place of Kevin D''sa. This change became necessary since as required under the said section 203, Kevin D''sa, who was the CFO of Bajaj Auto Ltd., BFS and Bajaj Holdings & Investment Ltd. (BHIL) chose to continue as CFO in Bajaj Auto Ltd. and relinquished his position as CFO of BFS and BHIL with effect from 1 October 2014.

The Company already has Sanjiv Bajaj, Managing Director and Sonal R Tiwari, Company Secretary as the other Key Managerial Personnel of the Company.

In light of the provisions of the Companies Act, 2013, Rajiv Bajaj retires from the Board by rotation this year and being eligible, offers himself for re-appointment. The information as required to be disclosed under clause 49 of the Listing Agreement in case of re-appointment of the director is provided in the Notice of the ensuing annual general meeting.

Significant and material orders passed by the regulators or courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Adequacy of internal financial controls

Internal financial controls with reference to the financial statements were adequate and operating effectively.

Presentation of financial results

The financial results of the Company for the year ended 31 March 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and joint venture and as prepared in compliance with the Companies Act, 2013, Accounting Standards and the Listing Agreement as prescribed by SEBI.

A separate statement containing the salient features of its subsidiaries and joint ventures in the prescribed form (AOC-1) is annexed separately.

Statutory disclosures

The summary of the key financials of the Company''s subsidiaries and joint ventures (Form AOC-1) is included in this Annual Report. A copy of audited financial statements for the said companies will be made available to the members of the Company, seeking such information at any point of time. The audited financial statements for each of the subsidiary companies will be kept for inspection by any member of the Company at its registered office during business hours.

The same are placed on the Company''s website www.bajajfinserv.in

As required under the section 197(12) of the Companies Act, 2013 read with the rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the prescribed particulars are set out in an annexure to the Directors'' Report. As per provisions of section 136(1) of the said Act, these particulars will be made available to shareholder on request.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding)

Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC Directions have been made in this Annual Report.

A Cash Flow Statement for the year 2014-15 is attached to the Balance Sheet.

Pursuant to the legislation ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013'' introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

Corporate governance

Pursuant to clause 49 of the Listing Agreement with stock exchanges, a separate section titled ''Corporate Governance'' has been included in this Annual Report, alongwith the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2014-15. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the Listing Agreement and the said certificate is contained in this Annual Report.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Auditors Statutory auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, Dalal & Shah, Chartered Accountants (registration number: 102021W) were appointed by the shareholders at the 7th annual general meeting to hold office until the conclusion of the 10th annual general meeting, subject to ratification by shareholders at each annual general meeting.

The members are requested to ratify the appointment of Dalal & Shah, Chartered Accountants, (registration number: 102021W) as statutory auditors of the Company and to fix their remuneration for the year 2015-16.

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Secretarial auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder the Company has appointed, Shyamprasad D Limaye, (membership number: 1587) Company Secretaries in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2014-15 given by Shyamprasad D Limaye in the prescribed form MR-3 is annexed to this Report. The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

Cost auditor

Pursuant to section 148 of the Companies Act, 2013 and Rules made thereunder, Board of Directors had, on the recommendation of the Audit Committee, appointed Dhananjay V Joshi and Associates, (firm registration number: 000030) Cost Accountants, to audit the cost accounts of the Company for the financial year 2015-16 at a remuneration of Rs. 50,000 plus service tax, out-of pocket and travel and living expenses, subject to ratification by the shareholders at annual general meeting. Accordingly, a resolution seeking members'' ratification for the remuneration payable to cost auditor is included in the Notice convening the annual general meeting.

On behalf of the Board of Directors,

Rahul Bajaj Chairman

Pune: 20 May 2015


Mar 31, 2014

The directors present their Seventh Annual Report and audited statement of accounts for the year ended 31 March 2014. Since this Report pertains to financial year that commenced prior to 1 April 2014 the contents therein are governed by the relevant provisions/schedules/rules of the Companies Act, 1956, in compliance with General Circular No. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

Financial results

The financial results of the Company are elaborated in the annexed Management Discussion and Analysis Report.

The highlights of the Standalone Financial Results are as under:

(Rs. In Crore)

Particulars FY2014 FY2013

Total revenue 157.30 152.25

Gross profit before interest and depreciation 106.81 107.44

Depreciation 1.30 1.28

Profit before exceptional item and tax 105.51 106.16

Exceptional item- Provision for diminution in value of investment - (27.00)

Profit before tax 105.51 79.16

Tax expense 22.00 28.32

Profit after tax 83.51 50.84

Profit for the year 83.39 50.84

Add: Balance brought forward from previous year 161.53 149.81

Profit available for appropriation 244.92 200.65

Transfer to Reserve fund u/s 45-IC(1) of Reserve Bank of India Act, 1934 16.68 10.17

Transfer to General reserve 8.34 5.08

Proposed dividend 27.85 23.87

Balance carried to Balance Sheet 192.05 161.53

Earnings per share (Rs.) 5.2 3.3

The highlights of the Consolidated Financial Results are as under:

(Rs. In Crore)

Particulars FY2014 FY2013

Gross revenue:

i. Gross written premium

a) Life insurance - Bajaj Allianz Life Insurance Co. Ltd. 5,843.14 6,892.70

b) General insurance - Bajaj Allianz General Insurance Co. Ltd. 4,583.89 4,109.39

ii. Gross income - Bajaj Finance Ltd. 4,073.33 3,109.66

iii.Income from wind power generation - Bajaj Finserv Ltd. 60.44 73.38

iv. Investment income (excluding accretions on unit linked investment) 2,059.57 1,548.72

v. Others 91.78 77.97

Total 16,712.15 15,811.82



(Rs. In Crore)

Particulars FY2014 FY2013

Revenue from operations and other income 5,385.89 4,155.70

Amount transferred from the policyholders'' account 639.10 917.48

Total revenue 6,024.99 5,073.18

Profit before tax 2,901.61 2,708.11

Tax expense 710.49 493.94

Profit after tax 2,191.12 2,214.17

Minority interest 646.85 640.53

Profit for the year 1,544.08 1,573.64

Earnings per share (Rs.) 97.0 103.0

Banking Licence application

The Company applied for a bank licence when the RBI had opened this window. As one of India''s most successful NBFCs with a strong record of growth, a solid Balance Sheet, constant adherence to prudential lending and income recognition standards that well exceed the RBI norms and a top class Management team, we expected Bajaj Finserv/Finance Ltd. to get a licence. Unfortunately, we did not get it.

The process of approving new bank licences may re-commence soon. It is hoped that the Company would be successful at that time.

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 1.75 per share (35 per cent) for the year ended 31 March 2014. The amount of dividend and the tax thereon to the extent applicable aggregates to Rs. 27.85 crore.

Dividend paid for the year ended 31 March 2013 was Rs.1.50 per share (30 per cent).

The amount of dividend and the tax thereon to the extent applicable aggregated to Rs. 23.87 crore.

Registration as a Systemically Important Non-Deposit taking NBFC

Your Company has been registered on 30 October 2009 by Reserve Bank of India as a Non-Banking Financial Institution (Non-Deposit taking). In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, your Company is categorised as a ''Systemically Important Non-Deposit taking Non-Banking Financial Company''. The Company has not accepted public deposits during the year under review.

Operations

Detailed information on the operations of the different business lines of the Company are covered in the Management Discussion and Analysis Report.

Conservation of energy

The Company, is engaged in wind-farm activities in addition to its financial services activities, hence the subject of conservation of energy is applicable to the Company only with regard to its wind-farm business. Information on this is contained in the Management Discussion and Analysis Report.

Foreign exchange earnings and outgo

Total foreign exchange earned by the Company was Rs. Nil during the year under review, as against Rs. 0.25 crore during the previous year.

Total foreign exchange outflow during the year under review was Rs. 1.96 crore, as against Rs. 1.92 crore during the previous year.

Subsidiaries and joint venture

Following are the subsidiary and joint venture companies of the Company as at 31 March 2014:

% Shareholding of Bajaj Finserv Ltd. Name of the company as on 31 March 2014 Status

Bajaj Allianz Life Insurance Company Ltd. 74% Subsidiary

Bajaj Allianz General Insurance Company Ltd. 74% Subsidiary

Bajaj Finance Ltd. 61.54% Subsidiary

Bajaj Financial Solutions Ltd. 100% Subsidiary

Bajaj Financial Securities Ltd.

(100% subsidiary of Bajaj Financial Solutions Ltd.) 100% Subsidiary

Bajaj Financial Holdings Ltd.

(incorporated on 7 February 2014) 100% Subsidiary

Bajaj Allianz Financial Distributors Ltd. 50% Joint venture

Detailed information on the operations of each subsidiary of the Company is covered in the Management Discussion and Analysis Report.

Corporate Social Responsibility

The Companies Act, 2013 notified section 135 of the Act concerning Corporate Social Responsibility along with the Rules there under and revised Schedule VII to the Act on 27 February 2014 to come into effect from 1 April 2014.

The Company being covered under the provisions of the said section has taken necessary initial steps in this regard. A Committee of the directors, titled ''Corporate Social Responsibility Committee'', has been formed by the Board in its meeting held on 27 March 2014, consisting of the following directors -

1. Rahul Bajaj, Chairman

2. Sanjiv Bajaj

3. Nanoo Pamnani

The Committee has formulated its CSR policy for the Company and is in the process of its implementation.

The said section being enacted with effect from 1 April 2014, necessary details as prescribed under the said section shall be presented to the members in the Annual Report for the year 2014-15.

Even when the said provisions were not mandated by the Ministry of Corporate Affairs, the Bajaj group continued its Corporate Social Responsibility (CSR) initiatives in various fields, during the year 2013-14. Activities in this area are set out in detail in the annexed CSR Report.

Directors

During the year under review, Dr. Gita Piramal was appointed as an Additional Director in the category of non-executive, independent director of the Company, in the meeting of the Board held on 27 March 2014, to hold office up to the date of the ensuing Annual General Meeting (AGM) of the Company. Resolution for appointment of Dr. Gita Piramal is put up for the approval of shareholders in the Notice of AGM.

Pursuant to the provisions of the Companies Act, 2013 which have been enacted with effect from 1 April 2014, Dr. Gita Piramal, if appointed at the forthcoming AGM shall be an ''independent director'' under the said Act for a period of 5 years with effect from the date of the AGM.

On appointment of Dr. Gita Piramal, the provisions of section 149(1) of the Companies Act, 2013 of having at least one woman director on the Board of the Company, stand complied.

In light of the provisions of the Companies Act, 2013, Rahul Bajaj has now become a retiring director, thus Rahul Bajaj retires from the Board by rotation this year and being eligible, offers himself for re-appointment. The information as required to be disclosed under clause 49 of the listing agreement in case of re-appointment of director is provided in the Notice of the ensuing annual general meeting.

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has one half of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. The Board therefore, in its meeting held on 27 March 2014 appointed the existing independent directors under clause 49 as ''independent directors'' pursuant to Companies Act, 2013, subject to approval of shareholders.

As required under the said Act and the Rules made there under, the same is now put up for approval of members at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

With the appointment of independent directors, the conditions specified in the Act and the Rules made there under as also under new clause 49 of the listing agreement stand complied.

Directors'' responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, directors state:

- that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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;

- that the directors have taken proper and sufficient care 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 irregularities; and

- that the directors had prepared the annual accounts on a going concern basis.

Presentation of financial results

The financial results of the Company for the year ended 31 March 2014 as in the previous year have been disclosed as per the revised Schedule VI to the Companies Act, 1956, pursuant to notification dated 28 February 2011 and General Circular No. 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and joint venture and as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.

Information in aggregate for each subsidiary company is disclosed separately in the consolidated Balance Sheet.

Statutory disclosures

Ministry of Corporate Affairs General circular no. 2/2011 dated 8 February 2011 has given general exemption with regard to attaching of the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiary companies subject to fulfillment of conditions mentioned therein. The Company has fulfilled all the necessary conditions in this regard and hence is not attaching Balance Sheet, Statement of Profit and Loss and other documents of its subsidiary companies.

The summary of the key financials of the Company''s subsidiaries is included in this Annual Report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the Company and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection by any member of the Company at its registered office and also at the registered office of the concerned subsidiary company.

As required under the provisions of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set out in an Annexure to the Directors'' Report. As per provisions of section 219(1) (b) (iv) of the said Act, these particulars will be made available to any shareholder on request.

The Company, being by and large a financial services company, there are no particulars regarding technology absorption required to be given under section 217(1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of directors) Rules, 1988 for the year under review. Particulars required to be given relating to conservation of energy in its wind energy generation business and foreign exchange earnings and outgo have been set out separately in this Report.

Directors'' responsibility statement as required by section 217(2AA) of the Companies Act, 1956 appears in a preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this Annual Report.

A Cash Flow Statement for the year 2013-14 is attached to the Balance Sheet.

During the year under review, pursuant to the new legislation "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013" introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at Workplace. There was no case reported during the year under review under the said Policy.

Corporate governance

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled ''Corporate Governance'' has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

SEBI vide its circular No. CIR/CFD/POLICY CELL/2/2014 dated 17 April 2014 has notified the revised clause 49 of the listing agreement to be applicable with effect from 1 October 2014. This Report therefore stands complied against the previous clause 49 of the listing agreement.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2013-14. A declaration to this effect signed by the Managing Director/CEO of the Company is contained in this Annual Report.

The Managing Director/CEO and CFO have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is contained in this Annual Report.

Secretarial Standards of ICSI

Companies Act, 2013 has now mandated certain Secretarial Standards specified by the Institute of Company Secretaries of India from time to time. The Company is, however, complying with the Secretarial Standards for many years now.

Auditors'' report

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, Dalal & Shah, Chartered Accountants are eligible to hold the office for a period of three years only.

The members are therefore requested to appoint Dalal & Shah, Chartered Accountants, (registration number: 102021W) as auditors for three years from the conclusion of the ensuing annual general meeting till the conclusion of the 10th annual general meeting scheduled in 2017 and to fix their remuneration for the year 2014-15.

On behalf of the Board of Directors,

Rahul Bajaj

Chairman

14 May 2014


Mar 31, 2013

The directors present their sixth annual report and the audited statements of accounts for the year ended 31 March 2013.

Financial results

The financial results of the Company are elaborated in the annexed Management Discussion and Analysis Report.

The highlights of the Standalone Financial Results are as under:

(Rs. In Crore)

2013 2012

Total revenue 152.25 144.18

Gross profit before interest and depreciation 107.44 109.26

Depreciation 1.28 1.56 Profit before exceptional item and tax 106.16 107.70

Exceptional item-

Provision for diminution in value of investment (27.00) -

Profit before tax 79.16 107.70

Tax expense 28.32 31.13

Profit after tax 50.84 76.57

Profit available for appropriation 200.65 194.48

Transfer to Reserve fund under section 45-IC (1) of the Reserve Bank of India Act, 1934 10.17 15.31

Transfer to General reserve 5.08 7.66

Proposed dividend 23.87 21.70

Balance carried to Balance Sheet 161.53 149.81

Earnings per share (Rs.) 3.3 5.2

The highlights of the Consolidated Financial Results are as under:

(Rs. In Crore)

2013 2012

Gross Revenue:

i) Gross written premium

a) Life Insurance -

Bajaj Allianz Life Insurance Co. Ltd. 6,892.70 7,483.80

b) General Insurance -

Bajaj Allianz General Insurance Co. Ltd. 4,109.39 3,675.89

ii) Gross income-Bajaj Finance Ltd. 3,111.37 2,171.91

iii) Income from windpower generation- Bajaj Finserv Ltd. 73.38 84.37

iv) Investment income (excluding accretions on unit-linked Investment) 1,548.72 1,048.33

v) Others 77.97 62.11

Total 15,813.53 14,526.41

Revenue from operations and other income 4,157.41 2,835.65

Amount transferred from the policyholders'' account 917.48 1,069.13

Total revenue 5,074.89 3,904.78

Profit before tax 2,708.11 2,226.22

Tax expense 493.94 336.47

Profit after tax 2,214.17 1,889.75

Minority interest 640.53 551.98

Profit for the year 1,573.64 1,337.77

Earnings per share (Rs.) 103.00 90.60

Capital raising through rights equity issue

To meet Company''s different requirements, the Company during the year under review, pursuant to the applicable Board, shareholders and statutory approvals raised Rs. 938.52 crore of equity by way of a rights issue. 14,438,842 equity shares of the face value of Rs. 5 each were issued at a premium of Rs. 645 per share by way of a rights issue to the existing shareholders in the ratio of 1:10. After the issue, the paid equity share capital of the Company has increased from Rs. 72.34 crore to Rs. 79.56 crore. Allotment of the shares was done on 17 October 2012 and these shares commenced trading on BSE and NSE w.e.f. 22 October 2012.

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 1.50 per share (30 per cent) for the year ended 31 March 2013 on the expanded capital of the Company after the rights issue referred to above. The amount of dividend and the tax thereon to the extent applicable aggregates to Rs. 23.87 crore.

Dividend paid for the year ended 31 March 2012 was also Rs.1.50 per share (30 per cent).

The amount of dividend and the tax thereon to the extent applicable aggregated to Rs. 21.70 crore.

Registration as a Systemically Important Non-Deposit taking NBFC

Your Company has been registered on 30 October 2009 by Reserve Bank of India as a Non-Banking Financial Institution (non-deposit taking). In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, your Company is categorised as a ''systemically important non-deposit taking non-banking financial company''. The Company does not hold nor does it accept deposits from the public.

Operations

Detailed information on the operations of the different business lines of the Company are covered in the Management Discussion and Analysis Report.

Conservation of energy

The Company, is engaged in wind farm activities in addition to its financial services activities, hence the subject of conservation of energy is applicable to the Company only with regard to its wind farm business. Information on this is contained in the Management Discussion and Analysis Report.

Foreign exchange earning and outgo

Total foreign exchange earned by the Company was Rs. 0.25 crore during the year under review, as against Rs. 0.19 crore during the previous year.

Total foreign exchange outflow during the year under review was Rs. 1.92 crore, as against Rs. 0.88 crore during the previous year.

Subsidiaries and joint venture

Following are the companies, which are the subsidiary and joint venture companies of the Company as at 31 March 2013:

% Shareholding of Bajaj Finserv Ltd. as on Name of the company 31 March 2013 Status

Bajaj Allianz Life Insurance Company Ltd. 74% Subsidiary

Bajaj Allianz General Insurance Company Ltd. 74% Subsidiary

Bajaj Financial Solutions Ltd. 100% Subsidiary

Bajaj Financial Securities Ltd. (100% subsidiary of Bajaj Financial Solutions Ltd.) 100% Subsidiary

Bajaj Finance Ltd. 61.99% Subsidiary

Bajaj Allianz Financial Distributors Ltd. 50% Joint venture

Detailed information on the operations of each subsidiary of the Company is covered in the Management Discussion and Analysis Report.

Bajaj Financial Solutions Ltd. and Bajaj Financial Securities Ltd. were formed with a main objective of promoting Bajaj Finserv Ltd.''s wealth management services. In view of the accumulated losses and the uncertain gestation period, by way of prudence, the Company has made a provision of Rs. 27 crore towards diminution in the value of investment in these two companies.

Corporate Social Responsibility

During the year 2012-13, Bajaj Group continued its Corporate Social Responsibility initiatives in various fields. Activities in this area are set out in greater detail in the annexed Corporate Social Responsibility Report.

Directors

D J Balaji Rao and S H Khan retire from the Board by rotation this year and being eligible, offer themselves for re-appointment.

Directors'' responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, directors state:

- that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that 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;

- that the directors have taken proper and sufficient care 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 irregularities;

- that the directors had prepared the annual accounts on a going concern basis.

Presentation of financial results

The financial results of the Company for the year ended 31 March 2013 as in the previous year have been disclosed as per the revised Schedule VI to the Companies Act, 1956, pursuant to notification dated 28 February 2011 issued by the Ministry of Corporate Affairs.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and joint venture and as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.

Information in aggregate for each subsidiary company is disclosed separately in the consolidated Balance Sheet.

Statutory disclosures

The Company having complied with the necessary conditions is eligible for an exemption from the Central Government under section 212(8) of the Companies Act, 1956 with regard to attaching of the Balance Sheet, Profit and Loss Account and other documents of five subsidiaries of the Company for the year 2012-13 as general exemption is now available under Ministry of Corporate Affairs General circular no. 2/2011 dated 8 February 2011.

The summary of the key financials of the Company''s subsidiaries is included in this annual report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the Company and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection by any member of the Company at its registered office and also at the registered office of the concerned subsidiary company.

As required under the provisions of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees are set out in an Annexure to the directors'' report.

As per provisions of section 219(1) (b) (iv) of the said Act, these particulars will be made available to any shareholder on request.

The Company, being by and large a financial services company, there are no particulars regarding technology absorption required to be given under section 217(1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of directors) Rules, 1988 for the year under review. Particulars required to be given relating to conservation of energy in its wind energy generation business and foreign exchange earning and outgo have been set out separately in this report.

Directors'' responsibility statement as required by section 217(2AA) of the Companies Act, 1956 appears in a preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this annual report.

A Cash Flow Statement for the year 2012-13 is attached to the Balance Sheet.

Corporate governance

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled ''Corporate Governance'' has been included in this annual report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2012-13. A declaration to this effect signed by the Managing Director/CEO of the Company is contained in this annual report.

The Managing Director/CEO and CFO have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is contained in this annual report.

Secretarial standards of ICSI

Secretarial standards issued by the Institute of Company Secretaries of India (ICSI) from time to time are currently recommendatory in nature. Your Company is, however, complying with the same.

Auditors'' report

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

Auditors

The members are requested to appoint Messrs Dalal & Shah, Chartered Accountants, as auditors for the period from the conclusion of the ensuing annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration.

On behalf of the Board of Directors,

Rahul Bajaj

Chairman

15 May 2013


Mar 31, 2012

Dear Members,

The directors present their fifth annual report and the audited statements of accounts for the year ended 31 March 2012.

Financial results

The financial results of the Company are elaborated in the annexed Management Discussion and Analysis Report.

The highlights of the Standalone Financial Results are as under:

(Rs. In Crore) 2012 2011

Income from operations and other income 144.18 126.06

Gross profit before interest and depreciation 109.26 94.20

Depreciation 1.56 10.03

Profit before exceptional item 107.70 84.17

Exceptional item-Surplus on pre-payment of sales tax deferral incentive/loan - 139.07

Profit before tax 107.70 223.24

Tax expense 31.13 34.90

Profit after tax 76.57 188.34

Profit available for appropriation 194.48 190.66

Transfer to Reserve Fund under Section 45-IC (1)

of the Reserve Bank of India Act, 1934 15.31 37.67

Transfer to General Reserve 7.66 18.83

Proposed dividend 21.70 18.09

Provision for Corporate Dividend Tax written back - (1.84)

Balance carried to Balance Sheet 149.81 117.91

Earnings per share (Rs.) 5.3 13.0

The highlights of the Consolidated Financial Results are as under:

(Rs. In Crore) 2012 2011

Gross Revenue:

i) Gross written premium

a) Life Insurance

Bajaj Allianz Life Insurance Co Ltd 7,483.80 9,609.95

b) General Insurance

Bajaj Allianz General Insurance Co Ltd 3,675.89 3,129.37

ii) Gross income-Bajaj Finance Ltd 2,171.91 1,109.39

iii) Income from windpower generation-Bajaj Finserv Ltd 84.37 41.79

iv) Investment income (excluding accretions on unit -linked investment) 1,048.33 766.19

v) Others 62.11 55.14

Total 14,526.41 14,711.83

(Rs. In Crore)

2012 2011

Income from operations and other income 2,835.65 1,509.06

Amount transferred from the Policyholders' Account 1,069.13 935.51

Total Income 3,904.78 2,444.57

Profit before exceptional items 2,226.22 1,509.60

Exceptional item-Surplus on pre-payment of sales tax deferral incentive/loan - 139.07

Profit before tax 2,226.22 1,648.67

Tax expense 336.47 177.70

Profit after tax 1,889.75 1,470.97

Minority interest 551.98 377.02

Profit for the year 1,337.77 1,114.84

Earnings per share (Rs.) 92.5 77.1

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend ofRs. 1.50 per share (30 per cent) for the year ended 31 March 2012. The amount of dividend and the tax thereon aggregates to Rs. 21.70 crore.

Dividend paid for the year ended 31 March 2011 wasRs. 1.25 per share (25 per cent). The amount of dividend and the tax thereon aggregated to Rs. 18.09 crore.

Registration as a Systemically Important Non-Deposit taking NBFC

Your company has been registered on 30 October 2009 by Reserve Bank of India as a Non-Banking Financial Institution (non-deposit taking). In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, your company is categorised as a 'systemically important non-deposit taking non-banking financial company' having total assets of Rs. 100 crore and above. The company does not hold nor does it accept deposits from the public.

Operations

Detailed information on the operations of the different business lines of the Company is covered in Management Discussion and Analysis Report.

Conservation of energy

The company, being engaged in wind farm activities in addition to its financial services activities, the subject of conservation of energy is applicable to the Company only with regard to its wind farm business. Information on this is contained in Management Discussion and Analysis Report.

Foreign exchange earning and outgo

Total foreign exchange earned by the Company was Rs. 0.19 crore during the year under review, as against Rs. Nil during the previous year.

Total foreign exchange outflow during the year under review was Rs. 0.88 crore, as against Rs. 0.02 crore during the previous year.

Corporate Social Responsibility

During the year 2011-12, Bajaj Group continued its Corporate Social Responsibility initiatives in various fields. Activities in this area are set out in greater detail in the annexed Corporate Social Responsibility Report.

Directors

During the year under review, to align the current term of Sanjiv Bajaj, Managing Director with financial year-end of 31 March, the Board of Directors at its meeting held on 26 March 2012 has decided to close out his current term by 31 March 2012 and re-appoint him, subject to approval of shareholders, for a fresh tenure of 5 years commencing from 1 April 2012 to 31 March 2017, instead of doing so effective from 20 February 2013 and also fixed his remuneration, based on the recommendation of Remuneration and Nomination Committee.

Nanoo Pamnani and Madhur Bajaj retire from the Board by rotation this year and being eligible, offer themselves for re-appointment.

Directors' responsibility statement

As required by sub-section (2AA) of Section 217 of the Companies Act, 1956, directors state:

- that in the preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures

- that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that 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 of the Company for that period

- that the directors have taken proper and sufficient care 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 irregularities

- that the annual accounts have been prepared on a going concern basis

Presentation of financial results

Pursuant to Notification dated 28 February 2011 issued by the Ministry of Corporate Affairs, the format for disclosure of financial statement prescribed under Schedule VI to the Companies Act, 1956 has been substantially revised. The financial results of the Company for the year ended 31 March 2012 have, therefore, been disclosed as per the revised Schedule VI. Previous year's figures have also been restated to conform with the current year's presentation.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and joint ventures and as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.

Information in aggregate for each subsidiary company is disclosed in consolidated balance sheet.

Further issue of capital by equity issue

To meet the Company's different requirements, the Company needs to raise upto Rs. 1,000 crore through equity issue in one or more tranches and in one or more modes.

The Board of Directors has subject to approval of shareholders decided on the following:

a) Increase in Authorised Capital from Rs. 75 crore to Rs. 100 crore.

b) Raising of capital through Equity upto Rs. 1,000 crore.

Detailed information on this is contained in the Notice to the ensuing Annual General Meeting of the Company.

Statutory disclosures

The company was not required to make an application for an exemption from the Central Government under Section 212(8) of the Companies Act, 1956 with regard to attaching of the balance sheet, statement of profit and loss and other documents of five subsidiaries of the Company for the year 2011-12 as the exemption is available under Ministry of Corporate Affairs General Circular no.2/2011 dated 8 February 2011. The summary of the key financials of the Company's subsidiaries is included in this annual report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the Company and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection by any member of the Company at its registered office and also at the registered office of the concerned subsidiary company.

As required under the provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, particulars of the employees are set out in an Annexure to the Directors' Report. As per provisions of Section 219(l)(b)(iv) of the said Act, these particulars will be made available to any shareholder on request.

The company, being by and large a financial services company, there are no particulars regarding technology absorption required to be given under Section 217(l)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 for the year under review. Particulars required to be given relating to conservation of energy in its wind energy generation business and foreign exchange earning and outgo have been set out separately in this report.

Directors' Responsibility Statement as required by Section 217(2AA) of the Companies Act, 1956 appears in a preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this annual report.

A Cash Flow Statement for the year 2011-12 is attached to the balance sheet.

Corporate governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled 'Corporate Governance' has been included in this annual report, alongwith the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and senior management personnel have affirmed compliance with the code of conduct for the year 2011-12. A declaration to this effect signed by the Managing Director/CEO of the Company is contained in this annual report.

The Managing Director/CEO and CFO have certified to the Board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is contained in this annual report.

Secretarial standards of ICSI

Secretarial standards issued by the Institute of Company Secretaries of India from time to time are currently recommendatory in nature. Your company is, however, complying with the same.

Group

Pursuant to an intimation from the promoters, the names of the promoters and entities comprising "Group" as defined under the erstwhile Monopolies and Restrictive Trade Practices ("MRTP") Act, 1969 are disclosed in the annual report in terms of Regulation 3(l)(e) of the erstwhile SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Auditors' report

The observations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

Auditors

The directors recommend the appointment of Messers Dalai and Shah, Chartered Accountants as auditors for the period from the conclusion of the ensuing annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration.

On behalf of the Board of Directors

Rahul Bajaj Chairman

16 May 2012


Mar 31, 2011

The directors present their fourth annual report and the audited statements of accounts for the year ended 31 March 2011.

Financial results

The financial results of the company are elaborated in the annexed Management Discussion and Analysis Report.

The highlights of the Standalone Financial Results are as under:

(Rs. In Lakh)

2011 2010

Income from Operations & other income 12,606 12,980

Gross profit before interest & depreciation 9,431 8,130

Interest — —

Depreciation 1,003 2,196

Gross Profit before exceptional item 8,428 5,934

Exceptional item-Surplus on pre-payment of sales tax deferral incentive/loan 13,907 —

Profit before tax 22,335 5,934

Provision for tax 3,501 2,536

Profit after tax 18,834 3,398

Profit available for appropriation 19,066 2,939

Transfer to Reserve Fund under section 45-IC (1) of the Reserve Bank of India Act, 1934 3,767 680

Transfer to General Reserve 1,883 340

Proposed dividend (inclusive of dividend tax) 1,809 1,687

Provision for Corporate Dividend Tax written back (184) —

Balance carried to Balance Sheet 11,791 232

Earnings per share (Rs.) 13.0 2.3

The highlights of the Consolidated Financial Results are as under:

(Rs. In Lakh)

2011 2010

Gross Revenue:

i) Gross written premium

a) Life Insurance– Bajaj Allianz Life Insurance Co Ltd 960,995 1,141,971

b) General Insurance- Bajaj Allianz General Insurance Co Ltd 312,937 272,489

ii) Interest & Finance Charges-Bajaj Finance Ltd 110,939 —

iii) Income from windpower generation– Bajaj Finserv Ltd 4,179 4,311

iv) Investment income (excluding accretions on unit linked Investment) 76,619 63,532

v) Others 5,514 4,336

Total 1,471,183 1,486,639

(Rs. In Lakh)

2011 2010

Income from Operations & other income 150,906 46,093

Amount transferred from the Policyholders Account 93,551 52,448

Total Income 244,457 98,541

Gross profit before exceptional item 150,977 79,206

Exceptional item-Surplus on pre-payment of sales tax deferral incentive/loan 13,907 —

Profit before tax 166,973 83,028

Provision for tax 17,820 9,875

Profit before minority interest 149,186 73,153

Minority interest 37,702 17,241

Profit for the year 111,484 55,912

Earnings per share (Rs.) 77.1 38.6

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 1.25 per share (25 per cent) for the year ended 31 March 2011. The amount of dividend is Rs. 1,809 lakh .

Dividend paid for the year ended 31 March 2010 was Rs. 1 per share (20 per cent). The amount of dividend and the tax thereon aggregated to Rs. 1,687 lakh.

Registration as a non-deposit taking NBFC

In response to the application made by the company to Reserve Bank of India, the company has been registered on 30 October 2009 as a Non-Banking Financial Institution (non-deposit taking). In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, your company is categorised as a systemically important non-deposit taking non-banking financial company having total assets of Rs. 100 crore and above. The company does not hold nor does it accept deposits from the public.

Operations

Detailed information on the operations of the different business lines of the company are covered in Management Discussion and Analysis Report.

Conservation of energy

The company, being engaged in wind farm activities in addition to its financial services activities, the subject of conservation of energy is applicable to the company only with regard to its wind farm business. Detailed information on this is contained in Management Discussion and Analysis Report.

Foreign exchange earning & outgo

Total foreign exchange earned by the company was Nil during the year under review as well as in previous year.

Total foreign exchange outflow during the year under review was Rs. 2 lakh, as against Rs. 4 lakh during the previous year.

Subsidiaries & Joint Venture

Following are the companies, which are the subsidiary & joint venture companies of the company as at 31 March 2011:

Name of the Company % Shareholding of Status Bajaj Finserv Limited as on 31 March 2011

Bajaj Allianz Life Insurance Company Limited 74% Subsidiary

Bajaj Allianz General Insurance Company Limited 74% Subsidiary

Bajaj Financial Solutions Limited 100% Subsidiary

Bajaj Allianz Financial Distributors Limited 50% Joint Venture

Bajaj Finance Limited 55.98% Subsidiary

Detailed information on the operations of each subsidiary of the company are covered in Management Discussion and Analysis Report.

Corporate Social Responsibility

During the year 2010-11, Bajaj Group continued its Corporate Social Responsibility initiatives in various fields. Activities in this area are set out in greater detail in the annexed Corporate Social Responsibility Report.

Directors

Naresh Chandra and Rajiv Bajaj retire from the board by rotation this year and being eligible, offer themselves for re-appointment.

Madhur Bajaj appointed as director in casual vacancy on the board with effect from 21 July 2010.

Directors responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, directors state:

- that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

- that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that 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 of the company for that period.

- that the directors have taken proper and suffcient care 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 irregularities.

- that the annual accounts have been prepared on a going concern basis.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and joint ventures and as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI.

Information in aggregate for each subsidiary company is disclosed in consolidated balance sheet.

Statutory disclosures

The company made an application for an exemption from the Central Government under section 212(8) of the Companies Act, 1956 with regard to attaching of the balance sheet, profit and loss account and other documents of five subsidiaries of the company for the year 2010-11 and the approval for the same has been received. Also, the exemption is available under Ministry of Corporate Affairs General Circular no.2/2011 dated 8 February 2011. The summary of the key financials of the companys subsidiaries is included in this annual report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the company and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection by any member of the company at its registered office and also at the registered office of the concerned subsidiary company.

As required under the provisions of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, particulars of the employees are set out in an Annexure to the Directors Report. As per provisions of section 219(1)(b)(iv) of the said Act, these particulars will be made available to any shareholder on request.

The company, being by and large a financial services company, there are no particulars regarding technology absorption required to be given under section 217(1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988 for the year under review. Particulars required to be given relating to conservation of energy in its wind energy generation business and foreign exchange earning and outgo have been set out separately in this report.

Directors Responsibility Statement as required by section 217(2AA) of the Companies Act, 1956 appears in a preceding paragraph.

Certificate from auditors of the company regarding compliance of conditions of corporate governance is annexed to this report as Annexure 1.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this annual report.

A Cash Flow Statement for the year 2010-11 is attached to the balance sheet.

Corporate governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Corporate has been included in this annual report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2010-11. A declaration to this effect signed by the Managing Director/CEO of the company is contained in this annual report.

The Managing Director/CEO and CFO have certified to the board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is contained in this annual report.

Secretarial standards of ICSI

Secretarial standards issued by the Institute of Company Secretaries of India from time to time are currently recommendatory in nature. Your company is, however, complying with the same.

Group

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising “Group” as defined under the

Monopolies and Restrictive Trade Practices Act, 1969 are disclosed in the Annual Report for the purpose of Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Auditors report

The observations made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

Auditors

The directors recommend the appointment of Messrs Dalal & Shah, Chartered Accountants as auditors for the period from the conclusion of the ensuing annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration.

On behalf of the board of directors

Rahul Bajaj Chairman

17 May 2011


Mar 31, 2010

Financial results

The financial results of the company are elaborated in the annexed Management Discussion and Analysis Report. The highlights are as under:

2009-10 2008-09 Rs. In Million Rs. In Million

Gross profit before interest & depreciation 813 931

Depreciation 219 298

Provision for taxation 254 219

Disposable surplus 294 414

Proposed dividend (inclusive of dividend tax) 169 169

Balance carried in Profit & Loss Account 23 --

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Re.1 per share (20 percent) for the year ended 31 March 2010. The amount of dividend and the tax thereon aggregates to Rs.169 million.

Dividend paid for the year ended 31 March 2009 was Re.1 per share (20 per cent). The amount of dividend and the tax thereon aggregated to Rs.169 million.

Registration as a non-deposit taking NBFC

In response to the application made by the company to Reserve Bank of India, the company has been registered on 30 October 2009 as a Non-Banking Financial Institution (non-deposit taking). In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007, your company is categorized as a systemically important non-deposit taking non-banking financial companyhaving total assets of Rs.100 crores and above. The company does not hold nor does it accept deposits from the public.

Operations

Detailed information on the operations of the different business lines of the company are covered in Management Discussion and Analysis Report.

Conservation of energy

The company, being engaged in wind farm activities in addition to its financial services activities, the subject of conservation of energy is applicable to the company only with regard to its wind farm business. Detailed information on this is contained in Management Discussion and Analysis Report.

Foreign exchange earning & outgo

Total foreign exchange earned by the company during the year under review was Rs. Nil, compared to Rs. 52.7 million during the previous year.

Total foreign exchange outflow during the year under review was Rs. 0.4 million, as against Rs. 4.1 million during the previous year.

Subsidiaries/Joint Venture/Associates

Following are the companies, which are the subsidiary/joint venture/associate companies of the company as at 31 March 2010:

Name of the Company % Shareholding of Status Bajaj Finserv Limited as on 31 March 2010

Bajaj Allianz General Insurance Company Limited 74% Subsidiary

Bajaj Allianz Financial Distributors Limited 50% Joint Venture

Corporate Social Responsibility

During the year 2009-10, Bajaj Group continued its Corporate Social Responsibility initiatives in various fields. Activities in this area are set out in greater detail in the Corporate Social Responsibility Report.

Directors

D J Balaji Rao and S H Khan retire from the board by rotation this year and being eligible, offer themselves for re-appointment.

Madhur Bajaj resigned from the board with effect from 22 August 2009. The board of directors places its appreciation for the valuable advice and guidance provided by Madhur Bajaj during his tenure as director.

Directors responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, directors state:

that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that 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 of the company for that period. that the directors have taken proper and sufficient care 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 irregularities.

That the annual accounts have been prepared on a going concern basis.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, associates and joint ventures and as prepared in compliance with the accounting standards and listing agreement as prescribed by SEBI. Information in aggregate for each subsidiary company is disclosed in consolidated balance sheet.

Statutory disclosures

The company has made an application for an exemption from the central government under section 212(8) of the Companies Act, 1956 with regard to attaching of the balance sheet, profit and loss account and other documents of three subsidiaries of the company for the year 2009-10 and the approval for the same has been received. The summary of the key financials of the companys subsidiaries is included in this annual report.

The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the company and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection by any member of the company at its registered office and also at the registered office of the concerned subsidiary company.

As required under the provisions of sub-section (2A) of section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended, particulars of the employees are set out in an Annexure to the DirectorsReport. As per provisions of section 219(1)(b)(iv) of the said Act, these particulars will be made available to any shareholder on request.

The company, being by and large a financial services company, there are no particulars regarding technology absorption required to be given under section 217(1)(e) of the Companies Act, 1956 and Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988 for the year under review. Particulars required to be given relating to conservation of energy in its wind energy generation business and foreign exchange earning and outgo have been set out separately in this report.

Directors Responsibility Statement as required by section 217(2AA) of the Companies Act, 1956 appears in a preceding paragraph. Certificate from auditors of the company regarding compliance of conditions of corporate governance is annexed to this report as Annexure 1.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting of Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this annual report.

A Cash Flow Statement for the year 2009-10 is attached to the balance sheet.

Corporate governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Corporate Governance has been included in this annual report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All board members and senior management personnel have affirmed compliance with the code of conduct for the year 2009-10. A declaration to this effect signed by the Managing Director/CEO of the company is contained in this annual report. The Managing Director/CEO and CFO have certified to the board with regard to the financial statements and other matters as required in clause 49 of the listing agreement and the said certificate is contained in this annual report.

Secretarial standards of ICSI

Secretarial standards issued by the Institute of Company Secretaries of India from time to time are currently recommendatory in nature. Your company is, however, complying with the same.

Group

Pursuant to an intimation from the Promoters, the names of the Promoters and entities comprising "Group"as defined under the Monopolies and Restrictive Trade Practices Act, 1969 are disclosed in the Annual Report for the purpose of Regulation 3(1 )(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Auditors report

The observations made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under section 217 of the Companies Act, 1956.

Auditors

The directors recommend the appointment of Messrs Dalai & Shah, Chartered Accountants as auditors for the period from the conclusion of the ensuing annual general meeting till the conclusion of the next annual general meeting and to fix their remuneration.

On behalf of the board of directors

Rahul Bajaj

Chairman

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