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You can view full text of the latest Director's Report for the company.

BSE: 532977ISIN: INE917I01010INDUSTRY: Auto - 2 & 3 Wheelers

BSE   ` 2738.40   Open: 2789.00   Today's Range 2722.85
2789.00
-40.30 ( -1.47 %) Prev Close: 2778.70 52 Week Range 2400.00
3145.55
Year End :2019-03 

DIRECTORS' REPORT

The Directors present their Twelth 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 Financial Results are as under:

Closing balances in reserve/other equity

Sales in Numbers

FY2019

FY2018

Motorcycles

4,236,873

3,369,334

Commercial vehicles

782,630

637,457

Total

5,019,503

4,006,791

Of which Exports

2,078,730

1,662,577

(Rs In Crore)

Particulars

FY2019

FY2018

Total revenue

31,899.27

26,910.51

Total expenses

25,538.11

21,095.94

Profit before exceptional items and tax

6,361.16

5,814.57

Exceptional items

(342.00)

32.00

Profit before tax

6,703.16

5,782.57

Tax expense

2,027.98

1,714.47

Profit for the year

4,675.18

4,068.10

Earnings per share (Rs)

161.6

140.6

(Rs In Crore)

Particulars

FY2019

FY2018

General reserve

4,921.60

4,453.60

Retained earnings

16,451.58

14,321.65

Cash flow hedging reserve

60.31

79.72

Costs of hedging reserve

(17.47)

(40.48)

FVTOCI reserve

74.51

-

Total

21,490.53

18,814.49

Note: Detailed movement of above reserves can be seen in 'Statement of Changes in Equity"

Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of ? 60 per equity share, (600%) for the year ended 31 March 2019. The amount of dividend and the tax thereon aggregate to Rs 2,093.08 crore.

For the year ended 31 March 2018, the dividend paid was Rs 60 per share of Rs 10 each (600%)and the total dividend and the tax thereon to the extent applicable aggregated to Rs 2,093.08 crore.

Share capital

The paid-up equity share capital as on 31 March 2019 was Rs 289.37 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.

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.

Capacity expansion and new projects

The Company's current installed capacity is 6.33 million units per annum.

As regards the Company's much awaited Quadricycle - QUTE, launch of the product and sale has commenced in few states where the Company has received requisite approvals for sale. The response has been positive.

4,400 (nos.) of Qute were sold in various international markets during the year 2018-19, as against 1,605 (nos.) in the year 2017-18.

During the year under review, 627 (nos.) of Qute were sold in domestic markets.

Research and Development and technology absorption

A) Products

Many new products were launched during the year under review. Detailed information on the new products is covered in the Management Discussion and Analysis Report.

B) Process

R&D has been working on improving its operations in a number of areas as listed below:

• Manpower: R&D has been expanding its team size in areas of design, analysis and validation in order to keep up with the rapidly expanding aspirations of the Company.

• Facilities: R&D continued to enhance its design, computing, prototype manufacturing and validation facilities. A number of new test facilities and prototyping facilities were added.

C) Technology

As in the past, new and improved technology has been introduced during the year under review and the detailed information on the same is covered in the Management Discussion and Analysis Report.

D) Outgo

The expenditure on research and development during 2018-19 and in the previous year was:

Conservation of energy

Company continues its efforts to reduce and optimise the energy consumption at all its manufacturing facilities, including corporate office at Pune.

Significant reduction in energy consumption has been achieved by various means as shown hereunder:

A) Electrical energy

• Use of IGBT based rectifier in place of conventional SCR based rectifier for ED process

• Provision of Energy Efficient Pumps for ETP/STP, Water Supply and Fire Systems

• Use of Energy Efficient LED Lighting for Street Lights, Shops and Offices

• Optimising compressed air pressure by use of portable Small Compressors on holidays

• Use of energy efficient air conditioner in place of conventional air conditioner

• Optimisation of processes and operational control

• Installation of common grid for compressed air to balance compressors loading

• Use of Mid Frequency DC Welding Machine in place of AC Welding Machine for Seam Welding Process

• Use of Active filters for harmonic suppression to reduce energy loss

B) Water

• Rain water harvesting with Ground Recharge

• Replacement of underground hydrant and water pipeline with above ground level pipeline to arrest water leakages

• Installation of second stage RO at paint shop

• Use of one touch water taps in canteen and washrooms

• Continued use of treated water for processes like cooling towers, central coolant systems, de-sludge pool and incinerator, compressor cooling tower and AHU etc.

(Rs In Crore)

Particulars

FY2019

FY2018

i. Capital (including technical know-how)

64.00

38.58

ii. Recurring

392.35

334.11

Total

456.35

372.69

iii. Total research and development expenditure as a percentage of sales

1.54%

1.48%

% Reduction w.r.t. previous year

Description

FY2019

FY2018

Electricity consumption

5.53

3.60

Water consumption

3.27

5.53

LPG/PNG consumption

1.05

2.37

Investment/savings

(Rs ln Crore)

Description

FY2019

FY2018

Investment for energy conservation activities

1.51

2.90

Recurring savings achieved through above activities

3 73

2.47

C) LPG/propane

• Thermal imaging/audit for ovens in paint shop and countermeasure

• Weight reduction of hangers in paint shop to reduce heat losses

• Burner efficiency improvement through efficient burners

• Teflon coated gratings in painting booth to eliminate cleaning activity through fluidised bed

• Upgradation of furnace insulation to reduce heat losses

• Provision of hydromax solution for hot water generator to reduce fuel consumption

• Continued usage of low temperature chemicals for pre-treatment process

D) Utilisation of renewable energy-key initiatives

• Use of solar energy through Roof Top Solar Power System. Akurdi Total Capacity - 2 MWp Chakan Total Capacity - 2 MWp

Total Solar energy generated - 53.25 lakh KWH

• Installation of daylight pipes in plants.

Impact of measures taken

As a result of the initiatives taken for conservation of energy and natural resources, the Company has effected an overall reduction in consumption as given in the Table below:

Awards and Accolades

BAL Commercial vehicles manufacturing plant at Waluj and the Motorcycle manufacturing plant at Pantnagar received the Special award for TPM achievement from JIPM, Japan. This award is for a plant that has achieved a very high level in its practice of TPM methodology.

With this achievement, Bajaj Auto becomes the only OEM in the auto industry, where all its manufacturing plants have achieved the Special award for TPM practice.

International Business

Bajaj Auto's 22% growth in motorcycles and 43% growth in commercial vehicles means that it remains by far, India's No.1 exporter of two and three wheelers. It exports to over 79 countries in Latin America, Africa, South Asia, Middle East, Asia Pacific and Europe. During the year under review, exports accounted for 40.1 % of the Company's net sales as against 39.3% in FY18. Detailed information on the International Business is given in the Management Discussion and Analysis Report.

Foreign exchange earnings and outgo

The Company continued to be a net foreign exchange earner during the year.

Total foreign exchange earned by the Company during the year under review was Rs 11,434.23 crore, as compared to Rs 9,281.46 crore during the previous year.

Total foreign exchange outflow during the year under review was Rs 973.07 crore, as against Rs 673.41 crore during the previous year.

Industrial relations

Industrial Relations with staff and workmen across all the plants, viz. Akurdi, Waluj, Chakan and Pantnagar, continued to be cordial.

The wage settlements signed for a period of 9 years for Chakan and Akurdi Plants are expiring on 31 March 2019 and 30 June 2019 respectively. The process for signing new settlements for both the plants has already been initiated and all efforts are being made to complete the process amicably in a congenial atmosphere.

With the active participation and involvement of all employees, we have been able to inculcate TPM culture for excellence and continuous improvement across all plants. Plants have received many awards during the year from Confederation of Indian Industry (Cll), Quality Circle Forum of India (QCFI) and other organisations.

Two workmen, one each from Facility Engineering - MCD and Spare Operations at Waluj plant have been declared winner of Prime Minister's 'Shram Veer' Award for the year 2017.

Various Employee Engagement activities like monthly Kaizen competitions, trekking events, sports competitions, yoga sessions, signing competitions, appreciation of meritorious students and felicitation of newly married couple are being organised to inculcate sense of belongingness amongst the employees across the plants.

Subsidiaries and joint ventures

PT. Bajaj Auto Indonesia (PT BAD Routine business operations of PT. Bajaj Auto Indonesia, a 99.25% subsidiary of Bajaj Auto, remain discontinued.

The plan for PT. Bajaj Auto Indonesia was to spearhead the development of KTM and Bajaj partnership and bring the jointly developed products into Indonesia. To take this further, all the required manufacturing, import and business licenses have been renewed. Further, studies on the product acceptability have been conducted, which look favorable.

The business model decided has been to export directly from India to local Indonesian distributor to be monitored and managed by PT. Bajaj Auto Indonesia. Further, the CKD configurations have been planned and PT. Bajaj Auto Indonesia will work with the distributors and take the responsibility of getting the KTM products in the market ensuring the right quality standards.

Bajaj Auto International Holdings BV, Netherlands (BAIH BV)

Bajaj Auto International Holdings BV is a 100% Netherlands-based subsidiary of Bajaj Auto Ltd.

Over the years, through this subsidiary, Bajaj Auto has invested a total of € 198.1 million (Rs 1,219 crore), and holds approximately 48% stake in KTM AG of Austria (KTM). Calendar year 2018 has again been a record year for KTM, with highest sales in units and again highest turnover in the history of the Company. Detailed information on the developments at the subsidiary and KTM AG is provided in the Management Discussion and Analysis Report.

During the year under review, dividend received from BAIH BV amounted to Rs 94 crore.

Signing of anti-corruption initiative of World Economic Forum (WEF)

In support of the initiative taken by WEF, with a view to strengthening the efforts to counter bribery and corruption, your Company is a signatory to the 'Commitment to anti-corruption' and is supporting the 'Partnering Against Corruption-Principles for Countering Bribery' derived from Transparency International's Business Principles. This calls for a commitment to two fundamental actions, viz. a zero-tolerance policy towards bribery and development of a practical and effective implementation programme.

Adoption of Confederation of Indian Industry (Cll) Charters

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

1. Cll Code of Conduct for Affirmative Action;

2. Model Code of Conduct for Ethical Business practices;

3. Charters of Fair and Responsible Workplace Guidelines for Collaborative Employee Relations; and

4. Charters on Fair and Responsible Workplace Guidelines for Contract 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 and also on the company's website www.bajajauto.com/investors/annual-repors

Number of meetings of the Board

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

Directors' responsibility statement

As required under clause (c) of sub-section (3) of section 1 34 of the Companies Act, 201 3, directors, to the best of their knowledge and belief, state that-

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

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

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

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

• the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were 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 were 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 auditors to the Audit Committee or the Board under section 1 43(1 2) of the Companies Act, 2013.

Declaration by independent directors

The independent directors have submitted the declaration of independence, as required pursuant to section 1 49(7) of the Companies Act, 201 3 stating that they meet the criteria of independence as provided in section 1 49(6) of the Companies Act, 201 3, as amended and Regulation 1 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations'), as amended.

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 the Listing Regulations.

Directors' Remuneration Policy and criteria for matters under section 178

The Board, at its meeting held on 1 3 March 2019, has revised the commission from ? 1 50,000 to ? 250,000 payable per meeting to all non-executive directors (including independent directors) for meetings of Board and Committees thereof attended by them from 1 April 2019 onwards as member.

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 www.bajajauto.com/investors/codes-policies

Particulars of loans, guarantees or investments

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 201 3 are detailed in the Financial Statements.

Related party transactions

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

During the year 2018-19, pursuant to section 1 77 of the Companies Act, 2013 and Regulation 23 of Listing Regulations, all RPTs were placed before the Audit Committee for its approval.

Pursuant to Regulation 23 of Listing Regulations, the Board, at its meeting held on 13 March 2019, has revised the policy on materiality of RPTs and on dealing with RPTs inter alia by including clear threshold limits.

The revised Policy on materiality of RPTs as approved by the Board is uploaded on the Company's website www.bajajauto.com/investors/codes-policies

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 and the date of this Report.

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 (C5R)

Detailed information on the Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 1 35 of the Companies Act, 2013 is given in the annexed Annual Report on CSR activities.

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

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

Presentation of financial statements

The financial statements of the Company for the year ended 31 March 2019 have been disclosed as per Division II of Schedule III to the Companies Act, 201 3.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 1 33 of the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 201 5 and other relevant provisions of the Companies Act, 2013.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, and as prepared in compliance with the Companies Act, 201 3, applicable Accounting Standards and Listing Regulations, as prescribed by SEBI.

Statutory disclosures

The summary of the key financials of the Company's subsidiaries (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 the members of the Company seeking such information at any point of time.

The audited financial statements for each of the subsidiary companies will be kept for inspection by any member of the Company at its registered office during business hours. The same are placed on the Company's website www.bajajauto.com

Details as required under the provisions of section 1 97(1 2) of the Companies Act, 201 3, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are annexed to this report.

Details as required under the provisions of section 1 97(1 2) of the Companies Act, 2013, read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors' Report, will be made available to any shareholder on request, as per 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 Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013', the Company has a Policy on Prevention of Sexual Harassment at Workplace.

During the year under review, one complaint was received from one of the employees, which was investigated and redressed by the Internal Complaints Committee formed under the aforesaid Act and closed.

There was no other case reported during the year under review under the said Policy.

Directors and Key Managerial Personnel-changes

A. Changes in Directors:

I. Cessation of Directors:

(a) Manish Kejriwal (DIN 00040055), a non-executive director of the Company, on account of his preoccupation with his business and various interests, resigned as director of the Company from the close of office hours on 31 December 2018. The Board recorded its sincere appreciation for his valuable contribution during his long association with the Company.

(b) D. S. Mehta (DIN 00038366) and P Murari (DIN 00020437) have signified their intention not to continue as an Independent Director of the Company for another term, due to their other priorities, pre-occupations and health reasons. They have ceased to be directors of the Company from the close of business hours on 31 March 2019. The Board recorded its sincere appreciation for their valuable contribution during their long association with the Company.

II. Appointment/Re-appointment of Directors:

(a) The Board at its meeting held on 24 October 2018, pursuant to the recommendation of Nomination and Remuneration Committee and subject to necessary approval of shareholders, appointed Rakesh Sharma (DIN 08262670) as additional director and Whole-time Director, with the designation as Executive Director of the Company for a period of five years with effect from 1 January 2019.

(b) The Board at its meeting held on 13 March 2019, pursuant to the recommendation of Nomination and Remuneration Committee, appointed Smt. Lila Poonawalla (DIN 00074392) and Pradip Shah (DIN 00066242) as Additional Directors and Independent Directors for a period of 5 years with effect from 1 April 201 9. Under Regulation 1 7(1 A) of Listing Regulations, consent of the Members by way of Special Resolution is sought by the Company in compliance with Regulation 1 7(1 A) of Listing Regulations, for continuance of Smt. Lila Poonawalla beyond 1 6 September 201 9 on account of her attaining the age of 75 years on that date.

(c) At the aforesaid meeting, the Board taking into account the Report of performance evaluation and the recommendation of Nomination and Remuneration Committee, re-appointed 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. DJ Balaji Rao (DIN 00025254)" Five years w.e.f. 1 April 2019

'Under Regulation 17(1 A) of Listing Regulations, consent of the Members by way of Special Resolution is sought by the Company in compliance with Regulation 17(1A) of Listing Regulations, for continuance of Nanoo Pamnani beyond 26 February 2020 on account of his attaining the age of 75 years on that date.

"Under Regulation 1 7(1 A) of Listing Regulations, consent of the Members by way of Special Resolution is sought by the Company in compliance with Regulation 1 7(1 A) of Listing Regulations, 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 Companies Act, 2013 and Listing Regulations, are given in the notice of annual general meeting. The aforesaid appointments are subject to approval of shareholders at the ensuing annual general meeting.

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.

The 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. Accordingly, Sanjiv Bajaj (DIN OOOH615) and Pradeep Shrivastava (DIN 07464437), Directors, being the longest in the office amongst the directors liable to retire by rotation, retire from the Board by rotation this year and, being eligible, have offered their candidature for re-appointment.

Brief details of Sanjiv Bajaj and Pradeep Shrivastava, Directors, who are seeking re-appointment are given in the notice of annual general meeting.

B. Change in Key Managerial Personnel:

The Board at its meeting held on 1 3 March 201 9, pursuant to the recommendation of Nomination and Remuneration Committee appointed Soumen Ray as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 18 May 2019 in place of Kevin D'sa, 65 years, who after a long distinguished tenure would be ceasing as Chief Financial Officer of the Company w.e.f. closing hours of 17 May 2019.

There was no other change in the Directors and 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.

Details of internal financial controls with reference to the financial statements

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

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

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

Corporate governance

Pursuant to 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 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 CFG have certified to the Board with regard to the financial statements and other matters as required under Regulation 1 7(8) of the Listing Regulations.

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

Employee stock option scheme

During the year under review, the Company has approved Bajaj Auto Employee Stock Option Scheme 2019 (BAL-ESOS 2019) of the Company. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 ('the SBEB Regulations').

Pursuant to the approval by the shareholders and in-principle approval given by the Stock Exchanges, the Company can grant upto 5,000,000 options to the eligible employees of the Company under the BAL-ESOS 2019.

Disclosures pertaining to the ESOP Scheme pursuant to the SBEB Regulations are placed on the Company's website www.bajajauto.com/investors/annual-reports

Business Responsibility Report

Regulation 34(2) of the Listing Regulations, as amended, 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.

Since Bajaj Auto Ltd. is one of the top 500 listed entities, the Company, as in the previous years, has presented its BR Report for the year 2018-19, which is part of this Annual Report.

As a green initiative, the BR Report has been hosted on the Company's website www.bajajauto.com/investors/annual-reports

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

Secretarial Standards of ICSI

Pursuant to the approval given on 1 0 April 201 5 by the 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 201 5. The said standards were further amended w.e.f. 1 October 201 7. The Company is in compliance with the same.

Statutory Auditor

Pursuant to the provisions of section 1 39 of the Companies Act, 2013, the members at the annual general meeting of the Company held on 20 July 2017 appointed S R B C and CO LLP (Firm Registration No. 324982E/E300003) as statutory auditors of the Company from the conclusion of Tenth annual general meeting till the conclusion of Fifteenth annual general meeting, covering one term of five consecutive years.

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 Companies Act, 2013 and Rules made thereunder, the Company has re-appointed Shyamprasad D Limaye, Practising Company Secretary (Membership No.1587, CP No. 572) to undertake the secretarial audit of the Company. Secretarial audit report for the year 2018-19 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 year ended 31 March 2019 is being submitted to stock exchanges. There are no observations, reservations or qualifications in the said Report.

On behalf of the Board of Directors,

Rahul Bajaj

Rahul Bajaj

Chairman

Pune: 17 May 2019

Annual Report on CSR activities

1. Brief outline of 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 vision and philosophy of late Jamnalal Bajaj, the founder of Bajaj Group, guide the Corporate Social Responsibility (CSR) activities of the group. He embodied the concept of trusteeship in business and common good, and laid the foundation for ethical, value-based and transparent functioning.

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

It is this goodwill that has made us "The World's Favourite Indian"

Guiding principles

The Bajaj Group believes that social investments should:

• Benefit generations: The Company believes in 'investment in resource creation1 for use over generations. The Company tries to identify sustainable projects which will benefit the 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-requisite for both education and productivity.

• Encourage for 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 focused around locations where it has a presence and hence can effectively guide, monitor and implement specific projects.

• Target those who need it most: Care for the sections of the society, which are socially 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 environment - Growth with Mother Nature's blessings.

CSR Policy

A detailed CSR Policy was framed by the Company on 1 4 May 201 4, with approvals of the CSR Committee and 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

CSR Policy gives an overview of the projects or programmes, which are undertaken by the Company from time to time.

The CSR Policy is placed on the Company's website www.bajajauto.com/pdf/csr-policy-bal.pdf

2. Composition of the CSR Committee

A Committee of the directors, titled 'Corporate Social Responsibility Committee1, which was constituted by the Board at its meeting held on 28 March 2014, has the following members:

Rahul Bajaj, Chairman Rajiv Bajaj Nanoo Pamnani Pradeep Shrivastava

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 5,559.80 crore

4. Prescribed CSR Expenditure (2% of amount as in item No. 3: Rs 111 20 crore

5. Details of CSR spent during the financial year:

Particulars (Rs in Crore)

a. Total amount to be spent: 111.20

b. Amount spent: 112.32

c. Amount unspent, if any (a-b): Nil

d. Manner in which theamount spent/committed during the financial year: As provided in enclosed Table 1.

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

In addition to what is stated above, 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.bajajauto.com 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 CSR objectives and Policy of the Company.

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

Rahul Bajaj Rajiv Bajaj

Chairman of CSR Committee Managing Director and CEO

Pune: 17 May 2019

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

(Rs ln Crore)

Sr. No.

Name/details of the implementing agency

CSR project/activity identified

Sector in which the project is covered

Location of the project/ programme (Local area or state/district)

Amount/ outlay approved

Amount spent direct/ overheads during the year

Cumulative Expenditure upto 31 March 2019

 

1

Kailash Satyarthi Children's Foundation

Action for a child friendly world.

To provide assistance for creating a child-friendly world through training, building capacities and networking with NGOs in Maharashtra. It also proposes to generate new knowledge base.

Reducing inequality (iii)

Pan India

15,00

10,00

10,00

2

Grant Medical Foundation, Pune (Ruby Hall)

Supporting purchase of Digital PET machine for Department of Nuclear Medicine at Ruby Hall Clinic To setup a state-of-the-art Nuclear Medicine Department in hospital campus that will house a digital PET scanner for early diagnosis of cancer and a digital SPECT scan machine. The digital PET scan machine would be the first of its kind in the country. Also to construct the Nuclear Medicine Centre admeasuring about 6500 sq.ft. with its own resources.

Healthcare (i)

Pune

7,00

7,00

7,00

3

Jankidevi Bajaj Gram Vikas Sanstha (JBGVS)

Integrated Rural and Urban Development Project

To implement integrated rural and urban development projects in select villages and urban areas in its 5 core districts for particular projects like sanitation, E-learning etc. Apart from this, urban development activities are being carried out through Samaj Seva Kendras.

Rural Development (x)

5 Districts of Maharashtra

6,50

6,50

6,50

4

JBGVS

Maharashtra State Drought 2018

Supporting organisations working on in drought relief work The following two activities are proposed for supporting livestock: 1. Fodder Bank 2. Cattle Camps.

Rural Development (x)

Maharashtra

6,00

6,00

6,00

5

Foundation For Ecological Security, Anand

To restore water resources in water-scarce and ecologically degraded dryland regions.

Environment Sustainability (iv)

Nine districts of Rajasthan, Maharashtra, Karnataka and Andhra Pradesh

11 00

5,40

9,45

6

Indian Institute of Science Education And Research (USER), Pune

For construction of Hall of residence for girl students

Setting up Homes and Hostels for Women (iii)

Pune

50,00

5,00

45,00

7

JBGVS

Integrated rural and urban development project.

Rural Development (x)

Pune, Aurangabad, Wardha, Sikar and Udhamsingh nagar

38,10

5,00

5,00

8

Paani Foundation, Mumbai

To provide assistance to explore other environmental issues, in addition to the core Water Cup, the key to sustainability is restoring the balance of nature. Paani foundation has proposed two additional items that are given below: a) Samruddha Gaon Spardha b) Schools Programme.

Environmental Sustainability (iv)

Maharashtra

5,00

5,00

5,00

9

RTM Nagpur University

Nagpur University building and Administrative building.

Education (ii)

Nagpur

10,00

4,50

10,00

10

Abhinav Bindra Foundation Trust

Support for creating Olympic Champions and advance medical rehabilitation-cum-high performance center for sports development. To provide assistance for setting up "Center for Advanced medical rehabilitation cum high performance center for sport development". The center will undertake Athlete Development, Regular and Professional Training, as well as have facilities for Advanced and Speedy Rehabilitation.

Training to promote sports (vii)

Pune

4,50

4,35

4,35

11

Bharatiya Jain Sanghatana

Cattle Relief Camp.

For providing fodder and drinking water to 6000 animals.

Environment Sustainability (iv)

Aurangabad, Maharashtra

6,00

4,00

4,00

12

JBGVS-Udhamsingh Nagar

School Support Programme

To support school improvement by initiating various programmes i.e. i. Infrastructure Development, ii. Language Teaching and Library project, iii. Any other activity as may be agreed by school management committee.

Education (ii)

Udhamsingh Nagar, Uttarakhand

16,00

3,00

 

13

Prashanti Cancer Care Mission

Upgradation of Infrastructure-Replacement of Digital Mammography machine with new machine with advanced specifications.

Health (i)

Pune

3,00

2,80

 

14

Dilasa Sanstha

To provide assistance to improve the livelihood of farmers in a cluster of 20 villages.

Environment Sustainability (iv)

20 villages in Zari and Ralegaon blocks of Yavatmal district

5,40

2,37

2,40

15

Sri Chaitanya Seva Trust

To provide assistance for construction of new building with oncology, super specialty units etc.

Health (i)

Thane

6,00

2,00

5,00

16

Others Through Implementing agencies, such as JBGVS.BAIF Institute for Sustainable Livelihood Development, Bharatiya Yuva Shakti Trust, Teach-to-lead (teach for India), Sri Aurobindo Society etc.

For different projects, such as Water Conservation Project, promotion of livelihood, fostering entrepreneurship, sanitation, Education for slum and deprived children, tree plantation, welfare of armed forces veterans etc.

Environmental sustainability (iv), Livelihood enhancement (ii), Employment enhancing vocation skills and livelihood enhancements projects (ii), Education (ii), Health (i), welfare of armed forces veterans (vi), Rural Development Projects (x) etc.

For different locations in Maharashtra, Rajasthan, Uttarakhand and PAN-India

144,33

36,12

66,34

 

 

 

 

Total (A)

 

109.05

 

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

3.27

 

 

 

 

 

 

GRAND TOTAL (A)+(B)

112.32

 

 

 

 

 

 

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

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

1. Registration and other details:

Corporate Identification Number (CIN)

L65993PN2007PLC130076

Registration Date

30 April 2007

Name of the Company

Bajaj Auto Ltd.

Category/sub-category of the Company

Public Company/Limited by shares

Address of the Registered office and contact details

Mumbai Pune Road,

Akurdi, Pune -411 035

E-mail id: investors@bajajauto.co.in

Tel. No: (020) 2747 2851

Whether listed company

Yes (BSE and NSE)

Name, Address and contact details of the Registrar and Transfer Agent, if any.

Karvy Fintech Pvt. Ltd.

Karvy Selenium Tower B, Plot 31 ,

Gachibowli Financial District,

Nanakramguda, Hyderabad 500 032.

Contact Persons:

M. S. Madhusudhan

Mohd. Mohsinuddin

Tel No. : (040)67162222/1562

Fax No. : (040) 2300 1153

Toll Free No: 1800 345 4001

E-mail: mohsin.mohd@karvy.com

Website: www.karvyfintech.com

II. Principal business activities of the Company

All the business activities contributing 10 % or more of the total turnover of the company shall be stated

Sr. No.

Name and description of main products/services

NIC Code of the product/service

% to total turnover of the Company

 

1

Manufacture of Motorcycles, three-wheelers (including parts thereof)

3091

96

III. Particulars of holding, subsidiary and associate companies

Sr. No Name of the company

CIN/GLN

Holding/Subsidiary/ Associate

% of shares held

Applicable section

 

1 PT. Bajaj Auto Indonesia

Company incorporated in Indonesia

Subsidiary

99.25

section 2(87)

Bajaj Auto International 2 Holdings BV

Company incorporated in Netherlands

Subsidiary

100.00

section 2(87)

IV. Shareholding pattern

(equity share capital breakup as percentage of total equity)

Category of shareholders

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

% of total shares

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

% change during the year

Demat

Physical

Total

Demat

Physical

Total

% of total shares

A. Promoters

 

 

 

 

 

 

 

 

(1) Indian

 

 

 

 

 

 

 

 

a) Individual/HUF

12,486,990

-

12,486,990

4,32

12,558,990

-

12,558,990

4,34

0,02

b) Central Govt

-

-

-

-

-

-

-

-

c) State Govt(s)

-

-

-

-

-

-

-

-

d) Bodies Corp,

130,170,992

-

130,170,992

44,98

135,546,042

-

135,546,042

46,84

1,86

e) Banks/FI

-

-

-

-

-

-

-

-

f) Any other

-

-

-

-

-

-

-

-

Sub-Total (A) (1)

12.657.982

-

142.657.982

49.30

148,105,032

-

148,105,032

51.18

1,88

(2) Foreign

 

 

 

 

 

 

 

 

 

a) NRIs-lndividual

-

-

-

-

-

-

-

-

-

b) Others-Individuals

-

-

-

-

-

-

-

-

-

c) Bodies Corporate

-

-

-

-

-

-

-

-

-

d) Banks/FI

-

-

-

-

-

-

-

-

-

e) Any Other

-

-

-

-

-

-

-

-

-

Sub-Total (A) (2)

-

-

-

-

-

-

-

-

-

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

142.657.982

-

142.657.982

49.30

148,105,032

-

148,105,032

51.18

1,88

 

 

 

 

 

 

 

 

 

 

B. Public Shareholding

 

 

 

 

 

 

 

 

 

(1) Institutions

 

 

 

 

 

 

 

 

a) Mutual Funds

6,281,978

850

6,282,828

2,17

6,281,716

850

6,282,566

2,17

(0,00)

b) Banks/FI

265,734

19,890

285,624

0,10

320,090

19,890

339,980

0,12

0,02

c) Central Govt

-

 

 

-

 

 

-

 

 

d) State Govt(s)

-

 

 

-

 

 

-

 

 

e) Venture Capital Funds

 

-

-

 

-

-

 

-

-

f) Insurance Companies

18,059,728

600

18,060,328

6,24

14,686,261

600

14,686,861

5,08

(1,17)

g) Flls/FPIs

49,767,619

2,300

49,769,919

17,20

45,252,114

2,300

45,254,414

15,64

(1,56)

h) Foreign Venture Capital Funds

 

 

-

 

-

-

 

-

-

i) Alternate nvestment Fund

 

-

-

 

37,698

-

37,698

0,01

0,01

j) Qualified nstitutional Buyer

 

 

-

 

4

-

4

-

-

k) Others (specify)

 

 

-

 

-

-

 

-

-

Sub-total (B)(1)

74,375,059

23.640

74,398,699

25.71

66,577,883

23,640

66,601,523

23.02

(2.69)

(2) Non-Institutions

 

 

 

 

 

 

 

 

 

a) Bodies Corp,

 

 

 

 

 

 

 

 

 

i) Indian

20,423,945

835,780

21,259,725

7,35

20,836,158

835,780

21,671,938

7,49

0,14

i) Overseas

 

 

-

 

 

-

 

-

 

b) Individuals

 

-

-

 

-

-

 

-

 

i) Individual shareholders holding nominal share capital upto Rs 1 lakh

12,371,558

1,113,027

13,484,585

4,66

13,455,429

801,545

14,256,974

4,93

0,27

i Individual shareholders holding nominal share capital in Rs 1 lakh

15,735,167

16,394,809

32,129,976

11,10

15,122,790

15,881,832

31,004,622

10,71

(0,39)

c) Others (specify)

 

 

 

 

 

 

 

 

 

NBFC Registered with RBI

6,551

-

6 551

0,00

1 551

-

1,551

0,00

 

i) Non Resident ndians

1,069,937

23,530

1,093,467

0,38

1,390,149

20,230

1,410,379

0,49

0,11

i) Overseas Corporate Bodies

 

225

225

0,00

 

225

225

0,00

 

iii) Foreign Nationals

HO

-

140

0,00

175

 

175

0,00

0,00

iv) Clearing Members

198,975

-

198 975

0,07

1,671,351

-

1,671,351

0,58

0,51

v) Trusts

4,057,453

-

4,057,453

1,40

4,540,217

-

4,540,217

1,57

0,17

vi) Foreign Bodies-DR

24,600

-

24,600

0,01

24,600

-

24,600

0,01

-

vii) IEPF

54,642

-

54,642

0,02

78,433

-

78,433

0,03

0,01

Sub-total (B)(2)

53.942.9i8

18,367,371

72,310,339

24.99

57,120,853

17,539,612

74,660,465

25.80

0.81

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

128,318,027

18,391,011

146.709.038

50.70

123,698,736

17,563,252

141,261,988

48.82

(1.88)

Grand Total (A+B)

270,976,009

18,391,011

289,367,020

100.00

271,803,768

17,563,252

289,367,020

100.00

-

 

 

 

 

 

 

 

 

 

 

ii) Shareholding of promoters and promoter group:

Sr. No.

Shareholder's name

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

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

% change in shareholding during the year

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

 

1

Late Anant Bajaj*

41 ,464

0,01

 

41,464

0,01

-

-

2

Deepa Bajaj

21,150

0,01

 

21,150

0,01

-

-

3

Geetika Bajaj

600

0,00

 

600

0,00

-

-

4

Kiran Bajaj

118,050

0,04

 

118,050

0,04

-

-

5

Kriti Bajaj

398,820

0,14

 

398,820

0,14

-

-

6

Kumud Bajaj

595,118

0,21

 

595,118

0,21

-

-

7

Madhur Bajaj

1,674,532

0,58

 

1,674,532

0,58

-

-

8

Minal Bajaj

953,950

0,33

 

1,025,950

0,35

-

0,02

9

Neelima Bajaj Swamy

661,438

0,23

 

661,438

0,23

-

-

10

Nimisha Jaipuria

389,770

0,13

 

389,770

0,13

-

-

11

Niraj Bajaj

663,022

0,23

 

663,022

0,23

-

-

12

Niravnayan Bajaj

901,056

0,31

 

901,056

0,31

-

-

13

Pooja Bajaj

149,500

0,05

 

149,500

0,05

-

-

14

Rahulkumar Bajaj

2,780,570

0,96

 

2,780,570

0,96

-

-

15

Rajivnayan Bajaj

761,000

0,26

 

767,500

0,27

-

0,01

16

Rishabnayan Bajaj

17,000

0,01

 

10,500

0,00

-

(0,01)

17

Sanjali Bajaj

25,450

0,01

 

59,308

0,02

-

0,01

I 0

Sanjivnayan Bajaj

632,198

0,22

 

514,724

0,18

-

(0,04)

19

Shefali Bajaj

20,000

0,01

 

61,308

0,02

-

0,01

20

Shekhar Bajaj

7,220

0,00

 

7,220

0,00

-

-

21

Siddhantnayan Bajaj

15,000

0,01

 

57,308

0,02

-

0,01

22

Suman Jain

1,047,008

0,36

 

1,047,008

0,36

-

-

23

Sunaina Kejrwal

613,074

0,21

 

613,074

0,21

-

-

24

Bachhraj And Company Pvt, Ltd,

3,711,756

1,28

 

3,639,756

1,26

-

(0,02)

25

Bachhra] Factories Pvt, Ltd

1,961,174

0,68

 

1,961,174

0,68

-

-

26

Bajaj Allianz Life Insurance Company Ltd

125,000

0,04

 

125,000

0,04

-

-

27

Bajaj Finance Ltd

150

0,00

 

150

0,00

-

-

28

Bajaj Holdings & nvestment Ltd,™

91,280,000

31,54

 

96,727,050

33,43

-

1,89

29

Bajaj Sevashram Pvt, Ltd

4,462,720

1,54

 

4,462,720

1,54

-

-

30

Baroda Industries Pvt, Ltd,

1,670,802

0,58

 

1,670,802

0,58

-

-

31

Hercules Hoists Ltd,

182,590

0,06

 

182,590

0,06

-

-

32

The Hindustan Housing Company Ltd

20,800

0,01

 

20,800

0,01

-

-

33

Jamnalal Sons Pvt, Ltd

25,844,400

8 93

 

25,844,400

8,93

-

-

34

Kamalnayan Investment and Trading Pvt, Ltd,

132,200

0,05

 

132,200

0,05

-

-

35

Madhur Securities Pvt, Ltd

79,400

0,03

 

79,400

0,03

-

-

36

Niraj Holdings Pvt, Ltd,

19,600

0,01

 

19,600

0,01

-

-

37

Rahul Securities Pvt, Ltd,

270,600

0,09

 

270,600

0,09

-

-

38

Rupa Eguities Pvt, Ltd

286,800

0,10

 

286 800

0,10

-

-

39

Sanraj Nayan Investments Pvt, Ltd,

60,000

0,02

 

60,000

0,02

-

-

40

Shekhar Holdings Pvt, Ltd,

63,000

0,02

 

63,000

0,02

-

-

 

Total

142.657.982

(9.30

-

148,105,032

51.18

-

1.88

Note: Includes shares held in other capacities, as applicable

* Anant Bajaj, part of the promoter group expired on 10 August 2018. 41,464 shares (0.01%) held by him are in the process of transmission. ** Includes 615,142 shares (0.21%) purchased by BHIL on 28 March 2019 which got credited to its demat account on 2 April 2019

iii) Change in Promoters' and promoter group shareholding

Sr. No.

Particulars

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

Cumulative shareholding during the year

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

142,657,982

49.30

 

 

Date-wise lncrease/(decrease)

 

1

Bajaj Holdings and Investment Ltd.

 

 

 

 

 

1 5/02/2019-Market Purchase

980,684

0.34

143,638,666

49.64

 

22/02/2019-Market Purchase

479,614

0.17

144,118,280

49.80

 

01/03/2019-Market Purchase

2,022

0.00

144,120,302

49.81

 

08/03/2019-Market Purchase

993,188

0.34

145,113,490

50.15

 

15/03/2019-Market Purchase

624,437

0.22

145,737,927

50.36

 

22/03/2019-Market Purchase

813,105

0.28

146,551,032

50.65

 

28/03/2019-Market Purchase

615,142

0.21

147,166,174

50.86

 

29/03/2019-Market Purchase

938,858

0.32

148,105,032

51.18

 

2

Rajivnayan Bajaj

 

 

 

 

 

24/08/2018-Purchase

6,500

0.00

148,111,532

51.18

 

3

Sanjivnayan Bajaj

 

 

 

 

 

08/02/2019 -Gift Given

(117,474)

(0.04)

147,994,058

51.14

 

4

Sanjali Bajaj

 

 

 

 

 

08/02/2019 -Gift Received

33,858

0.01

148,027,916

51.16

 

5

Shefali Bajaj

 

 

 

 

 

08/02/2019 -Gift Received

41,308

0.01

148,069,224

51.17

 

6

Rishabnayan Bajaj

 

 

 

 

 

17/08/2018-Sale

(6,500)

(0.00)

148,062,724

51.17

 

7

Siddhantnayan Bajaj

 

 

 

 

 

08/02/2019 -Gift Received

42,308

0.01

148,105,032

51.18

 

8

Minal Bajaj

 

 

 

 

 

12/04/2018-Market Purchase

72,000

0.02

148,177,032

51.21

 

9

Bachhraj and Company Pvt. Ltd.

 

 

 

 

 

12/04/2018-Market Sale

(72,000)

(0.02)

148,105,032

51.18

 

 

At the end of the year 31 March 2019

 

 

148,105,032

51.18

iv) Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRs and ADRs)

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No. Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

1 Life Insurance Corporation of India

At the beginning of the year 1 April 2018

17,200,152

5.94

 

 

Date-wise lncrease/(decrease)

06-04-2018-Sale

(230,338)

(0.08)

16,969,814

5.86

13-04-2018-Sale

(442,835)

(0.15)

16,526,979

5.71

20-04-2018-Sale

(326,827)

(0.11)

16,200,152

5.60

11-05-2018-Sale

(193,354)

(0.07)

16,006,798

5.53

18-05-2018-Sale

(127,915)

(0.04)

15,878,883

5.49

25-05-2018-Sale

(73,637)

(0.03)

15,805,246

5.46

01-06-2018-Sale

(84,581)

(0.03)

15,720,665

5.43

08-06-2018-Sale

(704,306)

(0.24)

15,016,359

5.19

15-06-2018-Sale

(695,911)

(0.24)

14,320,448

4.95

22-06-2018-Sale

(1,023,497)

(0.35)

13,296,951

4.60

29-06-2018-Sale

(302,612)

(0.10)

12,994,339

4.49

06-07-2018-Sale

(270,246)

(0.09)

12,724,093

4.40

13-07-2018-Sale

(787,702)

(0.27)

11,936,391

4.13

20-07-2018-Sale

(664,598)

(0.23)

11,271,793

3.90

27-07-2018-Sale

(83,670)

(0.03)

11,188,123

3.87

03-08-2018-Purchase

1,000

0.00

11,189,123

3.87

10-08-2018-Purchase

1,340

0.00

11,190,463

3.87

17-08-2018-Purchase

200

0.00

11,190,663

3.87

31-08-2018-Purchase

800

0.00

11,191,463

3.87

18-01 -2019-Purchase

158,057

0.05

11,349,520

3.92

25-01-2019-Purchase

159,905

0.06

11,509,425

3.98

01-02-2019-Purchase

287,693

0.10

11,797,118

4.08

08-02-2019-Purchase

131,558

0.05

11,928,676

4.12

15-02-2019-Purchase

166,823

0.06

12,095,499

4.18

22-02-2019-Purchase

184,480

0.06

12,279,979

4.24

01-03-2019-Purchase

242,689

0.08

12,522,668

4.33

08-03-2019-Purchase

260,524

0.09

12,783,192

4.42

15-03-2019-Purchase

250,045

0.09

13,033,237

4.50

22-03-2019-Purchase

140,277

0.05

13,173,514

4.55

29-03-2019-Purchase

255,815

0.09

13,429,329

4.64

At the end of the year 31 March 2019

 

 

13,429,329

4.64

iv) Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRs and ADRs) (Contd.)

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No. Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

2 Jaya Hind Industries Ltd.

At the beginning of the year 1 April 2018

9,498,070

3.28

 

 

Date-wise lncrease/(decrease)

24-10-2018 Amalgamation

200,290

0.07

9,698,360

3.35

At the end of the year 31 March 2019

 

 

9,698,360

3.35

 

3 Maharashtra Scooters Ltd.

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

6,774,072

2.34

6,774,072

2.34

 

4 Government Pension Fund Global

At the beginning of the year 1 April 2018

4,280,545

1.48

 

 

Date-wise lncrease/(decrease)

08-06-2018-Sale

(78,743)

(0.03)

4,201,802

1.45

15-06-2018-Sale

(42,880)

(0.01)

4,158,922

1.44

22-06-2018-Purchase

468,833

0.16

4,627,755

1.60

29-06-2018-Sale

(261)

(0.00)

4,627,494

1.60

06-07-2018-Sale

(82,700)

(0.03)

4,544,794

1.57

13-07-2018-Purchase

35,481

0.01

4,580,275

1.58

27-07-2018-Sale

(29,037)

(0.01)

4,551,238

1.57

31-08-2018-Sale

(100,000)

(0.03)

4,451,238

1.54

07-09-2018-Sale

(41,690)

(0.01)

4,409,548

1.52

12-10-2018-Sale

(19,000)

(0.01)

4,390,548

1.52

19-10-2018-Sale

(86,914)

(0.03)

4,303,634

1.49

26-10-2018-Sale

(50,000)

(0.02)

4,253,634

1.47

02-11-2018-Sale

(91,906)

(0.03)

4,161,728

1.44

09-11-2018-Sale

(36,524)

(0.01)

4,125,204

1.43

16-11-2018-Sale

(117,743)

(0.04)

4,007,461

1.38

01 -03-2019-Purchase

126,342

0.04

4,133,803

1.43

At the end of the year 31 March 2019

 

 

4,133,803

1.43

iv) Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRs and ADRs) (Contd.)

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No. Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

5 Niraj Bajaj (as trustee of Yamuna Trust)

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

3,659,916

1.26

3,659,916

1.26

 

6 SBI-ETF SENSEX

At the beginning of the year 1 April 2018

1,566,571

0.54

 

 

Date-wise lncrease/(decrease)

06-04-2018-Purchase

14,112

0.00

1,580,683

0.55

06-04-2018-Sale

(82,698)

(0.03)

1,497,985

0.52

13-04-2018-Purchase

3,735

0.00

1,501,720

0.52

20-04-2018-Purchase

11,931

0.00

1,513,651

0.52

27-04-2018-Purchase

14,690

0.01

1,528,341

0.53

04-05-2018-Purchase

10,760

0.00

1,539,101

0.53

11-05-2018-Purchase

14,678

0.01

1,553,779

0.54

18-05-2018-Purchase

14,621

0.01

1,568,400

0.54

25-05-2018-Purchase

9,769

0.00

1,578,169

0.55

01-06-2018-Purchase

10,612

0.00

1,588,781

0.55

08-06-2018-Purchase

15,832

0.01

1,604,613

0.55

15-06-2018-Purchase

9,056

0.00

1,613,669

0.56

22-06-2018-Purchase

6,573

0.00

1,620,242

0.56

22-06-2018-Sale

(1,398)

(0.00)

1,618,844

0.56

29-06-2018-Purchase

9,267

0.00

1,628,111

0.56

29-06-2018-Sale

(1,175)

(0.00)

1,626,936

0.56

06-07-2018-Purchase

10,102

0.00

1,637,038

0.57

13-07-2018-Purchase

11,400

0.00

1,648,438

0.57

13-07-2018-Sale

(163)

(0.00)

1,648,275

0.57

20-07-2018-Purchase

9,308

0.00

1,657,583

0.57

27-07-2018-Purchase

9,313

0.00

1,666,896

0.58

27-07-2018-Sale

(18)

(0.00)

1,666,878

0.58

03-08-2018-Purchase

4,864

0.00

1,671,742

0.58

03-08-2018-Sale

(226)

(0.00)

1,671,516

0.58

10-08-2018-Purchase

12,788

0.00

1,684,304

0.58

17-08-2018-Purchase

4,515

0.00

1,688,819

0.58

24-08-2018-Purchase

12,125

0.00

1,700,944

0.59

31-08-2018-Purchase

22,569

0.01

1,723,513

0.60

31-08-2018-Sale

(124)

(0.00)

1,723,389

0.60

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No. Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

07-09-2018-Purchase

18,107

0.01

1,741,496

0.60

07-09-2018-Sale

(13)

(0.00)

1,741,483

0.60

14-09-2018-Purchase

338,137

0.12

2,079,620

0.72

14-09-2018-Sale

(383)

(0.00)

2,079,237

0.72

21-09-2018-Purchase

91,695

0.03

2,170,932

0.75

28-09-2018-Purchase

11

0.00

2,170,943

0.75

28-09-2018-Sale

(3,437)

(0.00)

2,167,506

0.75

05-10-2018-Purchase

319,777

0.11

2,487,283

0.86

12-10-2018-Purchase

105,780

0.04

2,593,063

0.90

19-10-2018-Purchase

7,181

0.00

2,600,244

0.90

26-10-2018-Purchase

52,211

0.02

2,652,455

0.92

02-11-2018-Purchase

14,071

0.00

2,666,526

0.92

02-11 -2018-Sale

(1)

(0.00)

2,666,525

0.92

09-11-2018-Purchase

8,850

0.00

2,675,375

0.92

16-11-2018-Purchase

14,602

0.01

2,689,977

0.93

16-11-2018-Sale

(119)

(0.00)

2,689,858

0.93

23-11-2018-Purchase

8,424

0.00

2,698,282

0.93

30-11-2018-Purchase

6,590

0.00

2,704,872

0.93

07-12-2018-Purchase

808

0.00

2,705,680

0.94

07-12-2018-Sale

(1,985)

(0.00)

2,703,695

0.93

14-12-2018-Purchase

5,131

0.00

2,708,826

0.94

14-12-2018-Sale

(10,652)

(0.00)

2,698,174

0.93

21-12-2018-Purchase

9,783

0.00

2,707,957

0.94

21-12-2018-Sale

(1,412)

(0.00)

2,706,545

0.94

28-12-2018-Purchase

5,626

0.00

2,712,171

0.94

28-12-2018-Sale

(4,989)

(0.00)

2,707,182

0.94

31-12-2018-Purchase

6,614

0.00

2,713,796

0.94

04-01 -2019-Purchase

20,583

0.01

2,734,379

0.94

04-01 -2019-Sale

(63)

(0.00)

2,734,316

0.94

11-01-2019-Purchase

24,919

0.01

2,759,235

0.95

11-01-2019-Sale

(197)

(0.00)

2,759,038

0.95

18-01-2019-Purchase

18,104

0.01

2,777,142

0.96

18-01 -2019-Sale

(65)

(0.00)

2,777,077

0.96

25-01-2019-Purchase

19,785

0.01

2,796,862

0.97

25-01-2019-Sale

(18)

(0.00)

2,796,844

0.97

01-02-2019-Purchase

21,014

0.01

2,817,858

0.97

08-02-2019-Purchase

18,332

0.01

2,836,190

0.98

15-02-2019-Purchase

11,494

0.00

2,847,684

0.98

15-02-2019-Sale

(35)

(0.00)

2,847,649

0.98

                 

iv) Shareholding pattern of top ten shareholders (other than directors, promoters and holders of GDRs and ADRs) (Contd.)

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

Sr. No. Name of shareholders

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

22-02-2019-Purchase

8,746

0.00

2,856,395

0.99

22-02-2019-Sale

(164)

(0.00)

2,856,231

0.99

01 -03-2019-Purchase

7,575

0.00

2,863,806

0.99

01 -03-2019-Sale

(32,543)

(0.01)

2,831,263

0.98

08-03-2019-Purchase

6,506

0.00

2,837,769

0.98

08-03-2019-Sale

(32,383)

(0.01)

2,805,386

0.97

15-03-2019-Purchase

8,876

0.00

2,814,262

0.97

15-03-2019-Sale

(369,196)

(0.13)

2,445,066

0.84

22-03-2019-Purchase

21,230

0.01

2,466,296

0.85

22-03-2019-Sale

(31)

(0.00)

2,466,265

0.85

29-03-2019-Purchase

6,074

0.00

2,472,339

0.85

29-03-2019-Sale

(288,085)

(0.10)

2,184,254

0.75

At the end of the year 31 March 2019

 

 

2,184,254

0.75

 

7 Niraj Bajaj (as trustee of Narmada Trust)

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

2,184,150

0.75

2,184,150

0.75

 

8 Lazard Emerging Markets Equity Portfolio

At the beginning of the year 1 April 2018

2,552,965

0.88

 

 

Date-wise Increase/decrease)

20-04-2018-Sale

(53,723)

(0.02)

2,499,242

0.86

01-06-2018-Sale

(36,556)

(0.01)

2,462,686

0.85

22-06-2018-Sale

(88,789)

(0.03)

2,373,897

0.82

31-08-2018-Sale

(98,241)

(0.03)

2,275,656

0.79

05-10-2018-Sale

(71,069)

(0.02)

2,204,587

0.76

21-12-2018-Sale

(79,714)

(0.03)

2,124,873

0.73

29-03-2019-Sale

(15,115)

(0.01)

2,109,758

0.73

At the end of the year 31 March 2019

 

 

2,109,758

0.73

 

9 Amansa Holdings Pvt. Ltd.

At the beginning of the year 1 April 2018

_

_

 

 

Date-wise Increase/decrease)

24-08-2018-Purchase

312,606

0.11

312,606

0.11

31-08-2018-Purchase

171,487

0.06

484,093

0.17

07-09-2018-Purchase

202,755

0.07

686,848

0.24

14-09-2018-Purchase

34,263

0.01

721,111

0.25

28-09-2018-Purchase

377,067

0.13

1,098,178

0.38

05-10-2018-Purchase

27,219

0.01

1,125,397

0.39

12-10-2018-Purchase

436,313

0.15

1,561,710

0.54

26-10-2018-Purchase

95,500

0.03

1,657,210

0.57

02-11-2018-Purchase

101,430

0.04

1,758,640

0.61

01-02-2019-Purchase

181,979

0.06

1,940,619

0.67

08-02-2019-Purchase

7,093

0.00

1,947,712

0.67

At the end of the year 31 March 2019

 

 

1,947,712

0.67

 

 

 

 

 

10 Tata Mutual Fund-Tata Equity P/E Fund

 

 

 

 

At the beginning of the year 1 April 2018

559,587

0.19

 

 

Date-wise lncrease/(decrease)

 

 

 

 

06-04-2018-Purchase

27,100

0.01

586,687

0.20

06-04-2018-Sale

(5)

(0.00)

586,682

0.20

13-04-2018-Purchase

45,000

0.02

631,682

0.22

20-04-2018-Purchase

2,000

0.00

633,682

0.22

27-04-2018-Purchase

90,000

0.03

723,682

0.25

04-05-2018-Purchase

20,000

0.01

743,682

0.26

04-05-2018-Sale

(4)

(0.00)

743,678

0.26

11-05-2018-Purchase

31,500

0.01

775,178

0.27

18-05-2018-Purchase

30,000

0.01

805,178

0.28

25-05-2018-Purchase

76,311

0.03

881,489

0.30

01-06-2018-Purchase

20,000

0.01

901,489

0.31

08-06-2018-Sale

(45,500)

(0.02)

855,989

0.30

15-06-2018-Purchase

73,000

0.03

928,989

0.32

22-06-2018-Purchase

4

0.00

928,993

0.32

29-06-2018-Purchase

55,504

0.02

984,497

0.34

06-07-2018-Sale

(5)

(0.00)

984,492

0.34

13-07-2018-Purchase

305,500

0.11

1,289,992

0.45

13-07-2018-Sale

(90,000)

(0.03)

1,199,992

0.41

20-07-2018-Purchase

85,005

0.03

1,284,997

0.44

27-07-2018-Purchase

173,000

0.06

1,457,997

0.50

27-07-2018-Sale

(2,300)

(0.00)

1,455,697

0.50

03-08-2018-Purchase

109,011

0.04

1,564,708

0.54

03-08-2018-Sale

(3)

(0.00)

1,564,705

0.54

10-08-2018-Sale

(2,654)

(0.00)

1,562,051

0.54

31 -08-2018-Purchase

117,000

0.04

1,679,051

0.58

07-09-2018-Purchase

42,003

0.01

1,721,054

0.59

14-09-2018-Purchase

90,000

0.03

1,811,054

0.63

14-09-2018-Sale

(9)

(0.00)

1,811,045

0.63

21 -09-2018-Purchase

4

0.00

1,811,049

0.63

28-09-2018-Purchase

8

0.00

1,811,057

0.63

05-10-2018-Purchase

50,006

0.02

1,861,063

0.64

12-10-2018-Purchase

15,000

0.01

1,876,063

0.65

19-10-2018-Purchase

11

0.00

1,876,074

0.65

26-10-2018-Purchase

95

0.00

1,876,169

0.65

02-11-2018-Purchase

15,043

0.01

1,891,212

0.65

30-11-2018-Purchase

50,000

0.02

1,941,212

0.67

07-12-2018-Purchase

150,012

0.05

2,091,224

0.72

14-12-2018-Purchase

33,195

0.01

2,124,419

0.73

21 -12-2018-Purchase

35,000

0.01

2,159,419

0.75

28-12-2018-Purchase

6

0.00

2,159,425

0.75

04-01-2019-Sale

(18)

(0.00)

2,159,407

0.75

11-01-2019-Sale

(3)

(0.00)

2,159,404

0.75

25-01-2019-Purchase

7,000

0.00

2,166,404

0.75

01 -02-2019-Purchase

10

0.00

2,166,414

0.75

15-02-2019-Sale

(22)

(0.00)

2,166,392

0.75

01-03-2019-Purchase

1,648

0.00

2,168,040

0.75

08-03-2019-Purchase

4

0.00

2,168,044

0.75

15-03-2019-Sale

(250,773)

(0.09)

1,917,271

0.66

22-03-2019-Sale

(23)

(0.00)

1,917,248

0.66

29-03-2019-Purchase

765

0.00

1,918,013

0.66

29-03-2019-Sale

(80,000)

(0.03)

1,838,013

0.64

At the end of the year 31 March 2019

 

 

1,838,013

0.64

 

 

 

 

 

v) Shareholding of directors and key managerial personnel:

Sr. No Particulars

Shareholding at the beginning of the year

Cumulative shareholding during the year

No. of shares

% of total shares

No. of shares

% of total shares

1 Rahul Bajaj

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

2,780,570

0.96

2,780,570

0.96

 

2 Madhur Bajaj

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

1,674,532

0.58

1,674,532

0.58

 

3 Rajiv Bajaj

 

 

 

 

At the beginning of the year 1-04-2018

761,000

0.26

 

 

24-08-2018 Purchase

6,500

0.00

 

 

At the end of the year 31-3-2019

767,500

0.27

767,500

0.27

 

4 Sanjiv Bajaj

 

 

 

 

At the beginning of the year 1-04-2018

632,198

0.22

 

 

08-02-2019 Sale

(117,474)

(0.04)

 

 

At the end of the year 31-3-2019

514,724

0.18

514,724

0.18

 

5 D S Mehta

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

9,980

0.00

9,980

0.00

 

6 Shekhar Bajaj

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

7,220

0.00

7,220

0.00

 

7 Niraj Bajaj

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

663,022

0.23

663,022

0.23

 

8 Pradeep Shrivastava

 

 

 

 

At the beginning of the year and at the end of the year-No change during the year ended 31-3-2019

75

0.00

75

0.00

 

9 Dr. Naushad Forbes

 

 

 

 

At the beginning of the year 1-04-2018

-

-

 

 

06-09-2018 Purchase

3,500

0.00

 

 

At the end of the year 31-3-2019

3,500

0.00

3,500

0.00

10 Kevin D'sa (CFO)

 

 

 

 

At the beginning of the year 1-04-2018

3,620

0.00

 

 

23-05-2018 Market Purchase

500

0.00

 

 

26-07-2018 Market Purchase

500

0.00

 

 

At the end of the year 31-3-2019

4,620

0.00

4,620

0.00

Note: (1) Shareholding of all the other Directors-NIL.

(2) Dr. J Sridhar (Company Secretary) does not hold any shares in the company in his name as a sole/first holder.

V. Indebtedness

Indebtedness of the Company including outstanding/accrued but not due for payment

(In Rs)

Sr. No.

Particulars

Secured loans excluding deposits

Unsecured loans

Deposits

Total indebtedness

A

Indebtedness at the beginning of the financial year

 

 

 

 

 

i Principal Amount

-

1,207,659,001

-

1,207,659,001

 

ii Interest due but not paid

-

-

-

-

 

iiil Interest accrued but not due

_

_

_

_

 

Total (i+ii+iii)

-

1,207,659,001

-

1,207,659,001

B

Change in Indebtedness during the financial year

 

 

 

 

 

* Addition

-

37,564,483

-

37,564,483

* Reduction

-

-

-

-

 

Net Change

-

37,564,483

-

37,564,483

C

Indebtedness at the end of the financial year 31 March 2018

 

 

 

 

 

i Principal Amount

-

1,245,223,484

-

1,245,223,484

 

ii Interest due but not paid

-

-

-

-

 

ill Interest accrued but not due

_

_

_

_

 

Total (i+ii+iii)

-

1,245,223,484

-

1,245,223,484

VI. Remuneration of the directors and key managerial personnel

A. Remuneration to Managing Director (MD), whole-time directors (WTD) and/or manager

(In Rs)

Sr. No.

Particulars of remuneration

Rajiv Bajaj (MD)

Rahul Bajaj (Chairman)

Pradeep Shrivastava (ED)

Rakesh Sharma (ED)

Total amount

1

Gross Salary

 

 

 

 

 

 

a. Salary as per provisions contained insertion 17(1)of the Income-tax Act, 1961

71,678,875

23,437,500

60,224,281

49,685,841

205,026,497

 

b. Value of perquisites undersection17(2)of Income-tax Act, 1961

37,123,435

18,399,604

2,569,389

2,064,093

60,156,521

 

c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961

.

.

.

.

.

2

Stock Option

-

-

-

-

-

0

Sweat Equity

-

-

-

-

-

4

Commission

 

 

 

 

-

 

- as % of profit

-

-

-

-

-

 

- others

200,169,000

67,500,000

-

-

267,669,000

5

Others, please specify

 

 

 

 

-

 

Contribution to PF etc.

14,130,730

4,885,597

3,745,779

3,039,701

25,801,807

 

Total (A)

323,102,040

114,222,701

66.539.449

54,789,635

558,653,825

 

Ceiling as per the Act

 

 

 

 

6,760,700,000

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, except Pradeep Shrivastava, Executive Director. The Company has not issued any stock option to any of the directors. The term of Managing Director/whole-time Directors does not exceed five years.

Appointment of Managing Director/whole-time Director 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 provision of the companies Act, 2013.

B. Remuneration to other directors

(In Rs)

Sr. No.

Name

Fee for attending Board/ Committee meetings

Commission

Others, please Specify

Total

1

Independent Directors

 

 

 

 

 

1. D S Mehta

400,000

600,000

-

1,000,000

 

2. D J Balaji Rao

1,800,000

2,700,000

-

4,500,000

 

3. Nanoo Pamnani

1,300,000

4,950,000

-

6,250,000

 

4. P Murari

400,000

600,000

-

1,000,000

 

5. Dr. Gita Piramal

1,700,000

2,550,000

-

4,250,000

 

6. Dr. Naushad Forbes

1,500,000

2,250,000

-

3,750,000

 

7. Dr. Omkar Goswami

800,000

1,200,000

-

2,000,000

 

8. Anami N. Roy

800,000

1,200,000

-

2,000,000

 

TOTAL (B)(1)

8,700,000

16,050,000

-

24,750,000

2

Other Non-executive Directors

 

 

 

 

 

1. Sanjiv Bajaj

800,000

1,200,000

-

2,000,000

 

2. Shekhar Bajaj

600,000

900,000

-

1,500,000

 

3. Manish Kejriwal

400,000

600,000

-

1,000,000

 

4. Niraj Bajaj

800,000

1,200,000

-

2,000,000

 

5. Madhur Bajaj

800,000

1,200,000

-

2,000,000

 

TOTAL (B)(2)

3,400,000

5,100,000

-

8,500,000

 

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

12,100,000

21,150,000

-

33,250,000

 

Overall Ceiling as per the Act

7,436,800,000

 

 

 

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/Manager/WTD

(In Rs)

Sr. No.

Particulars of remuneration

Dr. J Sridhar (CS)

Kevin D'sa (CFO)

 

1

Gross Salary

 

 

 

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

15,283,498

34,164,954

 

b. Value of perquisites under section 17(2) of Income-tax Act, 1961

596,835

1,425,639

 

c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-

-

2

Stock Option

-

-

3

Sweat Equity

-

-

4

Commission

 

 

 

as % of profit

-

-

 

others

-

-

5

Others, please specify

 

 

 

Contribution to PF etc.

1,077,516

1,934,557

 

Total

16,957,849

37,525,150

VII. Penalties/punishment/compounding of offences:

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

Annexure to Directors' Report

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

Sr. No.

Name of Director/KMP

Ratio of Remuneration of director to Median Remuneration of employees

% increase in the financial year

 

(A)

Whole-time directors/Managerial Personnel

 

 

 

Rahul Bajaj-Chairman

174.92

(1.37)

 

Rajiv Bajaj-Managing Director and CEO

494.80

14.08

 

Pradeep Shrivastava-Executive Director

101.90

57.96

 

Rakesh Sharma-Executive Director 1

83.90

NA

 

Whole-time Directors in aggregate

 

26.63

(B)

Non-executive directors2

 

 

 

Madhur Bajaj

1.84

0.00

 

Sanjiv Bajaj

1.84

0.00

 

D S Mehta

0.92

(33 33)

 

Shekhar Bajaj

1.38

(14.29)

 

D J Balaji Rao

4.13

20.00

 

Nanoo Pamnani3

7.58

35.62

 

Manish Kejriwal 4

0.92

(42.86)

 

P Murari

0.92

33 33

 

Niraj Bajaj

1.84

0.00

 

Dr. Gita Piramal

3.91

13.33

 

Dr. Naushad Forbes

3.45

66.67

 

Dr. Omkar Goswami

1.84

0.00

 

Anami N. Roy

1.84

33 33

 

(C)

Key Managerial Personnel

 

 

 

Rajiv Bajaj, Managing Director and CEO

 

14.08

 

Kevin D'sa, CFO

 

41.91

 

Dr. J Sridhar, Company Secretary

 

20.56

(D)

Remuneration of Median Employee (other than whole-time directors)

1.24

(E)

Permanent employees as on 31 March 20 195: 8,064

1. Rakesh Sharma was appointed w.e.f. 1 January 2019. Figures regarding % increase in his case are therefore not comparable/not applicable.

2. (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 for the above purposes does not include sitting fees paid to them for attending board/committee meetings.

3. As approved by the Board, Nanoo Pamnani is being paid an additional commission of Rs 30 lakh, for certain additional services rendered by him during the year, at the request of the management.

4. Manish Kejriwal, non-executive director on the Board, ceased to be director w.e.f. 31 December 2018 after office hours. Figures regarding % increase in his case are therefore not comparable/not applicable.

5. The term 'Permanent Employees' does not include trainees, probationers and contract employees.

Notes on Disclosures under Rule 5

1. In FY 2018-19, the remuneration of median employee other than whoie-time directors increased by 1.24% over the previous year.

2. Increase in the remuneration of the WTDs/Manageriai Personnel, which in the aggregate was 26.63% during the year under review, was given, keeping in view the trends of remuneration in industry.

3. The remuneration paid as above was as per the Remuneration Poiicy of the Company.

Secretarial Audit Report (Form MR-3)

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

For the financial year ended 31 March 2019.

To,

The Members,

Bajaj Auto Ltd.

(CIN: L65993PN2007PLC130076) Mumbai-Pune Road, Akurdi, Pune 411 035.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bajaj Auto Ltd., (hereinafter called as The Company1). The 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 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, 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 CSCRA) and the Rules made thereunder;

(iii) The Depositories Act, 1 996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1 999 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, 1 992 ('SEBI Act1) 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, 201 5, as amended;

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

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 201 4;

(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, 1 993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5, as amended.

(vi) Motor Vehicles Act, 1 988 to the extent of product certification before production and from time to time primarily in respect of vehicles manufactured by the Company.

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

(i) Secretarial Standards pursuant to section 118(1 0) of the Act, issued by the Institute of Company Secretaries of India.

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5, as amended.

During the year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

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.

Adequate notice is given to all directors to schedule 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 adequate 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 during the audit period, there was no other event/action having major bearing on the affairs of the Company.

 

Shyamprasad D Limaye

Pune: 17 May 2019

PCS No. 1587 CP No. 572

Independent Auditors' 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 Requirements) Regulations, 2015]

To the Members of Bajaj Auto Ltd.

Mumbai-Pune Road, Akurdi, Pune-411035.

1. The Corporate Governance Report prepared by Bajaj Auto 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 criteria1) with respect to Corporate Governance for the year ended March 31, 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.

Auditors' Responsibility

4. Pursuant to the requirements 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 requirements 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 the Institute of Chartered Accountants of India.

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 nonexecutive 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 woman director was on the Board during the year;

iv. Obtained and read the minutes of the following committee 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) Stakeholders Relationship Committee meeting;

(f) Independent directors meeting;

(g) Duplicate Share Certificate Issuance Committee meeting; and (h) Risk Management Committee meeting;

v. Obtained necessary representations and declarations from directors of the Company including the independent directors; and vi. Performed necessary inquiries 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, that 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.

1 0. 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 and CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

 

per Arvind Sethi

Partner

Membership Number: 89802

UDIN: 19089802AAAAAG1769

 

Pune: 17 May 2019

Declaration by Chief Executive Officer (MD)

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

I, Rajiv Bajaj, Managing Director and CEO of Bajaj Auto Ltd. hereby declare that all the members of Board of Directors and Senior Management have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management of the Company.

Rajiv Bajaj

Managing Director and CEO

Rune: 17 May 2019

Certificate by practising company secretary

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

In the matter of Bajaj Auto Ltd. (CIN: L65993PN2007PLC1 30076) having its registered Office at 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 1 April 2018 to 31 March 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

Executive Chairman

2

Madhurkumar Ramkrishnaji Bajaj

00014593

Non-Executive Vice Chairman

3

Rajivnayan Rahulkumar Bajaj

00018262

Managing Director

4

Sanjivnayan Rahulkumar Bajaj

00014615

Non-Executive Director

5

Dhirajlal Shantilal Mehta

00038366

Independent Director

6

Shekhar Bajaj

00089358

Non-Executive Director

7

Balaji Rao Jagannathrao Doveton

00025254

Independent Director

8

Nanoo Gobindram Pamnani

00053673

Independent Director

9

Murari Pejavar

00020437

Independent Director

10

Nirajkumar Ramkrishnaji Bajaj

00028261

Non-Executive Director

11

Dr. Gita Piramal

01080602

Independent Director

12

Pradeep Shrivastava

07464437

Executive Director

13

Dr. Naushad Darius Forbes

00630825

Independent Director

14

Dr. Omkar Goswami

00004258

Independent Director

15

Anami N Roy

01361110

Independent Director

16

Rakesh Sharma

08262670

Executive Director

 

Pune: 17 May 2019

 

Shyamprasad D. Limaye

PCS. 1587C.P.No. 572