172@29@16@137!~!172@29@0@53!~!|commonstore|commonfiles|moneycontrol_header.php?cid=0&s_cid=0&radar_off=0&is_revamped_header=0&is_responsive=1&sec=PNC_ANNUALREPORT&priceinter=1&frommc=1!~!|commonstore|commonfiles|moneycontrol_header.php
Moneycontrol
SENSEX NIFTY
you are here:

Bajaj Holdings & Investment Ltd.

BSE: 500490 | NSE: BAJAJHLDNG |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE118A01012 | SECTOR: Finance - Investments

BSE Live

Aug 12, 16:00
2688.45 -34.10 (-1.25%)
Volume
AVERAGE VOLUME
5-Day
2,417
10-Day
3,070
30-Day
3,736
512
  • Prev. Close

    2722.55

  • Open Price

    2720.00

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Aug 12, 15:58
2683.10 -42.55 (-1.56%)
Volume
AVERAGE VOLUME
5-Day
27,978
10-Day
49,285
30-Day
66,062
17,703
  • Prev. Close

    2725.65

  • Open Price

    2739.00

  • Bid Price (Qty.)

    2683.10 (4)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
2019 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

The directors have pleasure in presenting the Seventy Fourth Annual Report and the 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 under:

(Rs. In Crore)

Particulars

FY2019

FY2018

Total income

998.27

953.83

Total expenses

88.63

69.72

Profit before tax

909.64

884.11

Tax expense

121.45

84.18

Profit for the year

788.19

799.93

Earnings per share (in Rs.)

70.8

71.9

Closing balances in reserve/other equity

(Rs. In Crore)

Particulars

FY2019

FY2018

Reserve fund in terms of section 45-IC(1) of Reserve Bank of India Act, 1934

1,741.97

1,584.33

Securities premium

444.42

444.42

General reserve

3,706.96

3,706.96

Retained earnings

2,543.02

2,356.76

Other reserves - Equity instruments through other comprehensive income

2,441.76

2,017.98

Total

10,878.13

10,110.45

Note: Detailed movement of above reserves can be seen in ‘Statement of Changes in Equity’

The highlights of the Consolidated Financial Results are as under:

(Rs. In Crore)

Particulars

FY2019

FY2018

Total income

431.35

424.41

Share of profits of associates and joint venture

2,827.33

2,384.88

Profit before tax

3,170.02

2,739.45

Profit for the year

3,048.38

2,654.75

Earnings per share (Rs.)

273.9

238.5

Dividend

The directors recommend for consideration of the shareholders at the ensuing Annual General Meeting, payment of dividend of RS. 32.50 per equity share (325%) for the year ended 31 March 2019. The amount of dividend and the tax thereon to the extent applicable aggregate to RS. 436 crore.

For the year ended 31 March 2018, the dividend paid was RS. 40.00 per equity share of RS. 10 each (400%) and the total dividend and the tax thereon to the extent applicable aggregated to RS. 536.50 crore.

Share Capital

The paid-up equity share capital as on 31 March 2019 was RS. 111.29 crore. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights or sweat equity shares nor has it granted any stock options.

Registration as a Systemically Important Non-Deposit taking NBFC

The Company has been registered with the Reserve Bank of India as a Non-Banking Financial Institution (Non-Deposit taking). In terms of provisions of Non-Banking Financial Company -Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, the Company is categorised as a ‘Systemically Important Non-Deposit taking Non-Banking Financial Company’. The Company has not accepted public deposits during the year under review.

Operations

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

Annual Return

The extract of annual return as provided under section 92(3) of the Companies Act, 2013 (‘the Act’), in the prescribed form MGT-9 is annexed to this Report and also on the Company’s website at http://www.bhil.in/inv/annual_reports.html

Number of meetings of the Board

Six meetings of the Board were held during FY2019. Details of the meetings and attendance thereat form a part of the ‘Corporate Governance Report’.

Directors’ responsibility statement

In compliance of section 134(5) of the Act the directors state that:

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

- the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

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

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

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

Declaration by independent directors

The Independent Directors have submitted declaration of independence, as required under section 149(7) of the Act stating that they meet the criteria of independence as provided in section 149(6) of the Act as amended and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Listing Regulations’), as amended.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the SEBI Listing Regulations.

Policy on directors’ appointment and remuneration

The Board, at its meeting held on 14 March 2019, has revised the sitting fees from RS. 50,000 to RS. 100,000 and commission from RS. 100,000 to RS. 200,000 payable per meeting to all non-executive directors (including independent directors) for meetings of the Board and/or Committee’s attended by them from and after 1 April 2019.

The salient features and changes to the Policy on directors’ appointment and remuneration form a part of the ‘Corporate Governance Report’. The said policy is placed on the Company’s website at www.bhil.in

Particulars of loans, guarantees or investments

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

Related party transactions

During FY2019, transactions with related parties were entered with the approval of the Audit Committee in line with provisions of the Act and the SEBI Listing Regulations.

All related party transactions entered into during FY2019 were on an arm’s length basis and in the ordinary course of business under the Act and not material under the SEBI Listing Regulations. None of the transactions required members’ prior approval under the Act or the SEBI Listing Regulations. During FY2019, there were no related party transactions requiring disclosure under section 134 of the Act. There being no ‘material’ related party transactions as defined under Regulation 23 of the SEBI Listing Regulations, there are no details to be disclosed in Form AOC-2 in that regard

Pursuant to Regulation 23 of SEBI Listing Regulations, the Board, at its meeting held on 14 March 2019, has revised the policy on materiality of related party transactions and on dealing with related party transactions including providing clear threshold limits for various transactions with related parties.

The said revised policy is placed on the Company’s website at www.bhil.in and is also included in this Annual Report.

Material changes and commitments

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

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Conservation of energy

- The Company has taken, inter alia, following measures to reduce energy consumption;

- Switched from conventional lighting systems to LED lights at its offices;

- Selecting and designing offices to facilitate maximum natural light utilisation.

Technology absorption

The Company primarily being an investment company and not involved in any industrial or manufacturing activities, has no particulars to report regarding technology absorption as required under section 134 of the Act and Rules made thereunder.

Foreign exchange earnings and outgo

During the year under review, the total foreign exchange earned by the Company was RS. 180.70 crore (as against Nil during the previous year).

The total foreign exchange outflow during the year under review was RS. 207.23 crore (as against RS. 1.21 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 report on the Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Act is given in the Annual Report on CSR activities.

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

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

Subsidiary/joint venture/associates

Following are the subsidiary/joint venture/associate companies of the Company:

Name of the company

% shareholding of BHIL and its subsidiary

Status

Bajaj Auto Ltd.

33.43%

Associate

Bajaj Finserv Ltd.

39.29%

Associate

Bajaj Auto Holdings Ltd.

100%

Subsidiary

Maharashtra Scooters Ltd.

24%

Joint Venture

The financial highlights of performance of subsidiary, associates and joint venture of the Company and their contribution to the overall performance of the Company during the period under Report is covered in the Management Discussion and Analysis Report.

With respect to the litigation between the Company and Western Maharashtra Development Corporation Ltd. (WMDC) in connection with the sale of 27% shareholding in Maharashtra Scooters Ltd. (MSL) i.e. 30,85,712 equity shares by WMDC to the Company, pending since 2003, the updates/developments during the year under review are as follows:

1) The Hon’ble Supreme Court of India passed an Order dated 9 January 2019, directing WMDC to transfer 30,85,712 shares of MSL to the Company upon payment to WMDC an amount of RS. 232 per share (in place of RS. 151.63 per share awarded by the Arbitrator) along with interest @ 18% p.a. from the date of the Arbitral Award.

2) Pursuant to and in compliance of the said Order, the Company sent a communication dated 14 January 2019 to WMDC, along with cheques towards the following:

a. Cost of shares @ RS. 232 per share, i.e. RS. 715,885,184

b. Interest calculated @18% p.a. from the date of award i.e. 14 January 2006 till the date of payment, i.e. 14 January 2019 of RS. 1,676,583,488 less 10% TDS i.e. RS. 167,658,349, net RS. 1,508,925,139.

3) WMDC has neither encashed the cheques nor has it effected the transfer of shares so far and WMDC’s compliance of the Hon’ble Supreme Court Order is awaited.

Directors and Key Managerial Personnel

A)Change in Directorate:

I. Appointment/Re-appointment of Independent Directors

(a) The Board of Directors at its meeting held on 14 March 2019 has appointed Anami N Roy as Independent Director for a period of five years with effect from 1 April 2019. Further, the Board also appointed Niraj Bajaj as Additional Director and Non-executive Chairman with effect from the conclusion of the Board meeting on 17 May 2019.

(b) At the aforesaid Meeting, the Board, taking into account the report of performance evaluation and the recommendation of Nomination and Remuneration Committee re-appointed the following independent directors for a second consecutive term:

Sr. No.

Name of Independent Director

Tenure of Second term

1.

Nanoo Pamnani (DIN 00053673)*

Five years w.e.f. 1 April 2019

2.

D J Balaji Rao (DIN 00025254)**

Five years w.e.f. 1 April 2019

3.

Dr. Gita Piramal (DIN 01080602)

Five years w.e.f. 17 July 2019

*Pursuant to Regulation 17(1A) of SEBI Listing Regulations, consent of the Members by way of Special Resolution is being sought by the Company for continuance of Nanoo Pamnani beyond 26 February 2020 on account of his attaining the age of 75 years on that date.

** Pursuant to Regulation 17(1A) of SEBI Listing Regulations, consent of the Members by way of Special Resolution is being sought by the Company for continuance of D J Balaji Rao beyond 1 April 2019 on account of his having already attained the age of 75 years as on 1 April 2019.

Necessary details regarding their appointment and re-appointment as required under the Act and SEBI Listing Regulations, are given in the notice of Annual General Meeting (AGM). The aforesaid appointments are subject to approval of shareholders at the ensuing AGM.

II. Retirement of Independent Director

P Murari, vide his letter dated 28 February 2019 has stated that due to his commitments, priorities and health reasons, he will be unable to continue as an Independent Director of the Company for another term after 31 March 2019. The Board at its meeting held on 14 March 2019 noted the same and recorded its appreciation of the valuable services rendered by P Murari during his long tenure as director of the Company.

iii. Resignation of Non-executive Chairman

As part of succession planning, Rahul Bajaj, the Chairman, vide letter dated 15 February 2019 expressed his intention to step down as Non-executive director and Chairman of the Company with effect from the conclusion of the Board meeting scheduled on 17 May 2019. The Board at its meeting held on 14 March 2019 noted the same and recorded its appreciation of the valuable services rendered by Rahul Bajaj during his long tenure as Chairman of the Company. Since, Rahul Bajaj has already attained the age of seventy five years, as required under Regulation 17(1A) of the SEBI Listing Regulations, a special resolution will be taken from the shareholders for the tenure of Rahul Bajaj from 1 April 2019 to 17 May 2019.

iv. Directors liable to retire by to rotation

The Company in total has 10 directors- 5 independent directors, 4 non-executive non independent and 1 executive director. As per section 152 of the Act, at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation. Amongst the said 5 directors, Sanjiv Bajaj, Managing Director is a director not liable to retire by rotation. Out of the remaining 4 directors liable to retire by rotation, Rajiv Bajaj (DIN 00018262), director, being the longest in the office, retires from the Board by rotation this year and, being eligible, has offered his candidature for re-appointment.

Brief details of Rajiv Bajaj, Director, who is seeking re-appointment are given in the notice of Annual General Meeting.

B) Change in KMP

During the year under review, Sriram Subbramaniam was appointed as Company Secretary w.e.f. 1 October 2018 in place of Vallari Gupte who resigned from the services of the Company w.e.f. 17 August 2018.

Significant and material orders passed by the regulators or courts

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

Adequacy of internal financial controls with reference to the financial statements

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

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

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

Presentation of financial statements

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 Act, 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 Act, amended Schedule III to the Act. 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 the Act.

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 Act, applicable IND Accounting Standards and SEBI Listing Regulations.

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

RBI guidelines

The Company continues to fulfill all the norms and standards laid down by the RBI pertaining to non-performing assets, capital adequacy, statutory liquidity assets, etc. As against the RBI norms of 15%, the capital adequacy ratio of the Company was 98% as on 31 March 2019. In line with the RBI guidelines for asset liability management (ALM) system for NBFCs, the Company has an Asset Liability Management Committee, which meets periodically to review its ALM risks and opportunities.

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

Harmonisation of different categories of NBFCs

The Reserve Bank of India vide its circular no. DNBR (PD)CC.No.097/03.10.001/2018-19 dated 22 February 2019, harmonized different categories of NBFCs into fewer ones on the basis of the principle of regulation by activity rather than regulation by entity in order to provide greater operational flexibility.

Accordingly, the three categories of NBFCs viz., Asset Finance Companies (AFCs), Loan Companies (LCs) and Investment Companies (ICs) have been merged into a new category called NBFC -Investment and Credit Company (NBFC-ICC).

The Company now is categorized as NBFC- Investment and Credit Company (NBFC-ICC).

Policy on dividend distribution

Information about the policy on dividend distribution is given in the annexed ‘Corporate Governance Report’.

Statutory disclosures

- A summary of the key financials of the Company’s subsidiary, associates and joint ventures in Form AOC-1 is included in this Annual Report. A copy of audited financial statements for each of the Company’s subsidiary, associates and joint venture will be made available to the members of the Company, seeking such information at any point of time.

- The audited financial statements of the said companies will be kept for inspection by any member of the Company at its registered office during 10.00 a.m. to 12.30 p.m. upto the date of AGM.

- The financial results are placed on the Company’s website at www.bhil.in

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

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

- The Directors’ Responsibility Statement as required by section 134(5) of the Act appears in a preceding paragraph.

- Pursuant to RBI Master Direction-Information Technology Framework for the NBFC sector, the Company has constituted an IT Strategy Committee to review the IT strategies in line with the corporate strategies, Board policy reviews, cyber security arrangements and any other matter related to IT governance.

- Cash Flow Statement for FY2019 is attached to the Balance Sheet.

- The provision of section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under sub-section (1) of section 148 of the Act.

- The Company has a policy on prevention of sexual harassment at the workplace. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case reported during the year under review under the said Policy.

Corporate governance

Pursuant to the SEBI Listing Regulations, 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 the 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 and CEO of the Company is contained in this Annual Report.

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

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

Business Responsibility Report

Pursuant to the provisions of the SEBI Listing Regulations, the Company is required to give Business Responsibility Report (‘BRR’) in the Annual Report.

As a part of green initiative, the BRR for FY2019 has been placed on the Company’s website at www.bhil.in A physical copy of the BRR will be made available to any members on request.

Secretarial Standards of ICSI

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

Auditors

Statutory auditor

Pursuant to the provisions of section 139 of the Act, the members at the Annual General Meeting of the Company held on 20 July 2017 appointed S R B C and CO LLP, Chartered Accountants (Firm Registration No. 324982E/E300003) as statutory auditors of the Company from the conclusion of the seventy second Annual General Meeting till the conclusion of the seventy seventh Annual General Meeting.

The statutory audit report for the year 2018-19 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor.

Secretarial auditor

Pursuant to the provisions of section 204 of the Act and 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. Secretarial audit report for the year 2018-19 as issued by him in the prescribed form MR-3 is annexed to this Report.

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

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Shyamprasad D Limaye for the financial year ended 31 March 2019 is being submitted to stock exchanges. There are no observations, reservations or qualifications in the said report.

Acknowledgement

The Board of Directors would like to express its gratitude and its appreciation for the support and co-operation from its members, RBI and other regulators and banks.

The Board of Directors also places on record its sincere appreciation of the commitment and hard work put in by the Management and the employees of the Company and thank them for yet another excellent year.

On behalf of the Board of Directors

Rahul Bajaj

Chairman

Pune: 17 May 2019

Director’s Report