Bajaj Finserv Ltd.

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