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
|
89.15 (1.01%)