bajaj finserv.pdf - ~BAJAJ\\Iii FINSERV 28 June 2019 To Corporate Relations Department BSE Limited 1st Floor New Trading Ring Rotunda Building P J Tower

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Unformatted text preview: ~BAJAJ \Iii FINSERV 28 June 2019 To Corporate Relations Department BSE Limited 1st Floor, New Trading Ring Rotunda Building, P J Tower Dalal Street Mumbai 400 001 To Corporate Listing Department National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor Plot No.C-1, G Block Bandra-Kurla Complex Bandra (East), Mumbai 400 051 BSE Code: 532978 NSE Code: BAJAJFINSV ~ ... Subject: Submission of Notice of the 12th Annual General Meeting and Annual Report for the year ended 31 March 2019 under Regulation 34 Dear Sir/Madam, This is further to our letter dated 16 May 2019, wherein the Company had informed that the Annual General Meeting of the Company is scheduled to be held on 25 July 2019. In terms of the requirements of Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, please find enclosed Notice of the ensuing 12th Annual General Meeting of the Company along with the Annual Report and other documents including Business Responsibility Report for the year ended 31 March 2019. You are requested to kindly take the above information on record. Thanking you, Yours faithfully, For Bajaj Finserv Limited ~~(~ Company Secretary Encl as above Bajaj Finserv Limited Corporate Office: 6th Floor, Bajaj Finserv Corporate Office, Off Pune-Ahmednagar Road, Viman Nagai; Pune - 411 014, Maharashtra, India I Tel: i:;iv- +91 20 30405700 +Q1 Jn 'tni1nc;JQJ Corporate ID No: L65923PN2007PLC130075 BAJAJ FINSERV LIMITED CIN:L65923PN2007PLC130075 Registered Office: Bajaj Auto Ltd. Complex, Mumbai-Pune Road, Akurdi, Pune 411 035 Email Id: [email protected] Tel. No.: (020) 6610 7458 Fax : (020) 2740 7380 AGM NOTICE Notice is hereby given that the Twelfth Annual General Meeting ('AGM') of the shareholders of Bajaj Finserv Ltd. will be held on Thursday, 25 July 2019 at 4.15 p.m. at the registered office of the Company at Bajaj Auto Ltd. Complex, Mumbai-Pune Road, Akurdi, Pune 411 035 to transact the following business: ORDINARY BUSINESS 1. To consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended 31 March 2019, together with the Directors’ and Auditors’ Reports thereon. 2. To declare a dividend. 3. To appoint a director in place of Madhurkumar Ramkrishnaji Bajaj (DIN 00014593), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment. SPECIAL BUSINESS 4. Ratification of remuneration to Cost Auditor for the financial year 2019-20 To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution: ‘RESOLVED that pursuant to provisions of section 148(3) of the Companies Act, 2013 and Rules made thereunder, approval of the shareholders be and is hereby accorded for the ratification of remuneration of H 60,000 (Rupees sixty thousand only) plus taxes, out-of-pocket, travelling and living expenses payable to Dhananjay V Joshi & Associates, Cost Accountants (firm registration no.000030) appointed by the Board of Directors as Cost Auditor of the Company for the financial year 2019-20.’ 5. Appointment of Anami N Roy as an independent director of the Company for a first term of five consecutive years with effect from 1 January 2019 To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution: ‘RESOLVED that pursuant to provisions of sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) the Rules made thereunder read with Schedule IV to the Act and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Anami N Roy (DIN 01361110) who was appointed by the Board of Directors, as recommended by the Nomination and Remuneration Committee, as an additional director under section 161(1) of the Act, and who vacates his office at this AGM and in respect of whom a notice in writing pursuant to section 160 of the Act has been received in the prescribed manner, be and is hereby appointed as an independent director of the Company for a first term of five consecutive years effective from 1 January 2019 up to 31 December 2023. ‘RESOLVED FURTHER that pursuant to the provisions of sections 149, 197 and other applicable provisions of the Act and the Rules made thereunder, Anami N Roy be paid such fees and remuneration and profit-related commission as the Board may approve from time to time and subject to such limits prescribed or as may be prescribed from time to time.’ 12th ANNUAL REPORT 2018-19 1 Notice 6. Appointment of Manish Santoshkumar Kejriwal as a non-executive and non-independent director of the Company To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution: ‘RESOLVED that pursuant to provisions of section 152 and any other applicable provisions of Companies Act, 2013 (hereinafter referred to as the ‘Act’) the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Manish Santoshkumar Kejriwal (DIN 00040055) who was appointed by the Board of Directors, as recommended by the Nomination and Remuneration Committee, as an additional director of the Company with effect from 1 January 2019 under section 161(1) of the Act, and who holds office up to the date of the ensuing AGM, and is eligible for appointment, and in respect of whom a notice in writing pursuant to section 160 of the Companies Act, 2013, has been received in the prescribed manner, be and is hereby appointed as a non-executive and non-independent director, liable to retire by rotation. ‘RESOLVED FURTHER that pursuant to the provisions of section 197 and other applicable provisions of the Act and the Rules made thereunder, Manish Santoshkumar Kejriwal be paid such fees and remuneration and profit-related commission as the Board may approve from time to time and subject to such limits prescribed or as may be prescribed from time to time.’ 7. Re-appointment of Nanoo Gobindram Pamnani as an independent director of the Company for a second term of five consecutive years with effect from 1 April 2019 To consider, and if thought fit, to pass the following resolution as a Special Resolution: ‘RESOLVED that pursuant to provisions of sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) the Rules made thereunder read with Schedule IV to the Act and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as ‘SEBI Listing Regulations, 2015') (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Nanoo Gobindram Pamnani (DIN 00053673), born on 26 February 1945, who was appointed as an independent director of the Company for a term of five years up to 31 March 2019 and is eligible for being re-appointed as an independent director and in respect of whom a notice in writing pursuant to section 160 of the Act has been received in the prescribed manner and considering the report of his performance evaluation for the year 2018-19, be and is hereby re-appointed as an independent director on the Board of the Company for a second term of five consecutive years, effective from 1 April 2019 up to 31 March 2024. ‘RESOLVED FURTHER that pursuant to regulation 17(1A) of SEBI Listing Regulations, 2015, approval be and is hereby given for continuation of Nanoo Gobindram Pamnani, as an independent director of the Company, beyond 26 February 2020, on account of his attaining the age of 75 years on the said date. ‘AND RESOLVED FURTHER that pursuant to the provisions of sections 149, 197 and other applicable provisions of the Act and the Rules made thereunder, Nanoo Gobindram Pamnani be paid such fees and remuneration and profit-related commission as the Board may approve from time to time and subject to such limits, prescribed or as may be prescribed from time to time.’ 8. Re-appointment of Balaji Rao Jagannathrao Doveton as an independent director of the Company for a second term of five consecutive years with effect from 1 April 2019 2 To consider, and if thought fit, to pass the following resolution as a Special Resolution: ‘RESOLVED that pursuant to provisions of sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) the Rules made thereunder read with Schedule IV to the Act and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as ‘SEBI Listing Regulations, 2015') (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Balaji Rao Jagannathrao Doveton (DIN 00025254), born on 15 December 1939, who was appointed as an independent director of the Company for a term of five years up to 31 March 2019 and is eligible for being re-appointed as an independent director and in respect of whom a notice in writing pursuant to section 160 of the Act has been received in the prescribed manner and considering the report of his performance evaluation for the year 2018-19, be and is hereby re-appointed as an independent director on the Board of the Company for a second term of five consecutive years, effective from 1 April 2019 up to 31 March 2024. ‘RESOLVED FURTHER that pursuant to regulation 17(1A) of SEBI Listing Regulations, 2015, approval be and is hereby given for continuation of Balaji Rao Jagannathrao Doveton beyond 1 April 2019, as an independent director of the Company, on account of his having already attained the age of 75 years as on the said date. ‘AND RESOLVED FURTHER that pursuant to the provisions of sections 149, 197 and other applicable provisions of the Act and the Rules made thereunder, Balaji Rao Jagannathrao Doveton be paid such fees and remuneration and profit-related commission as the Board may approve from time to time and subject to such limits, prescribed or as may be prescribed from time to time.’ BAJAJ FINSERV LIMITED Notice 9. Re-appointment of Dr. Gita Piramal as an independent director of the Company for a second term of five consecutive years with effect from 16 July 2019 To consider, and if thought fit, to pass the following resolution as a Special Resolution: 'RESOLVED that pursuant to provisions of sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) the Rules made thereunder read with Schedule IV to the Act and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Dr. Gita Piramal (DIN 01080602), born on 4 September 1954, who was appointed as an independent director of the Company for a term of five years up to 15 July 2019 and is eligible for being re-appointed as an independent director and in respect of whom a notice in writing pursuant to section 160 of the Act has been received in the prescribed manner and considering the report of her performance evaluation for the year 2018-19, be and is hereby re-appointed as an independent director on the Board of the Company for a second term of five consecutive years, effective from 16 July 2019 up to 15 July 2024. ‘RESOLVED FURTHER that pursuant to the provisions of sections 149, 197 and other applicable provisions of the Act and the Rules made thereunder, Dr. Gita Piramal be paid such fees and remuneration and profit-related commission as the Board may approve from time to time and subject to such limits, prescribed or as may be prescribed from time to time.’ 10. Continuation of Rahulkumar Kamalnayan Bajaj as a non-executive and non-independent director of the Company from 1 April 2019 to 16 May 2019 To consider, and if thought fit, to pass the following resolution as a Special Resolution: ‘RESOLVED that pursuant to regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, approval be and is hereby accorded for continuation of Rahulkumar Kamalnayan Bajaj (DIN 00014529), beyond 1 April 2019, on account of his having already attained age of 75 years as on 1 April 2019 and on account his having already resigned as director after office hours of 16 May 2019, as a non-executive non-independent director of the Company for a period from 1 April 2019 up to 16 May 2019.’ 11. Approval relating to payment of remuneration to Sanjivnayan Rahulkumar Bajaj, Managing Director & CEO of the Company To consider, and if thought fit, to pass the following resolution as a Special Resolution: ‘RESOLVED that in addition to the special resolution passed by the shareholders at the Tenth AGM of the Company held on 19 July 2017, pursuant to the provisions of sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) and Rules made thereunder read with Schedule V, and based on the recommendation of the Nomination and Remuneration Committee and approval by the Board of Directors at its meeting held on 16 May 2019 and in accordance with Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval be and is hereby accorded for the payment of annual remuneration to Sanjivnayan Rahulkumar Bajaj (DIN 00014615), Managing Director & CEO, being part of the promoter group, until the expiry of his remaining term up to 31 March 2022, notwithstanding that the annual remuneration payable to Sanjivnayan Rahulkumar Bajaj may exceed H 5 crore or 5% of net profits of the Company, whichever is higher but within the maximum limits as mentioned in the statement annexed to the Notice convening this AGM and computed in the manner provided under section 198 of the Act. ‘RESOLVED FURTHER that the Board of Directors and the Company Secretary be and are hereby severally authorised to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required and delegate all or any of its powers herein conferred to any committee of director(s) to give effect to the above resolution.’ By order of the Board of Directors For Bajaj Finserv Ltd. Sonal R Tiwari Company Secretary Pune: 16 May 2019 12th ANNUAL REPORT 2018-19 3 Notice NOTES 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE, INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS UP TO AND NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY. FURTHER, A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS PROXY FOR ANY OTHER PERSON OR MEMBER. THE INSTRUMENT APPOINTING PROXY MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME OF COMMENCEMENT OF THE MEETING. 2. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than three days’ written notice is given to the Company. 3. Statement pursuant to section 102(1) of the Companies Act, 2013 (the 'Act') forms part of this Notice. 4. Brief details of the directors, who are seeking appointment/re-appointment, are annexed hereto as per requirements of regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as 'SEBI Listing Regulations, 2015') and the Act. 5. The Board of Directors has recommended dividend of H 2.50 per equity share (50%) of the face value of H 5 each for the year 2018-19 for the approval of members at the AGM. 6. Pursuant to section 91 of the Act and regulation 42 of SEBI Listing Regulations, 2015, the register of members and the share transfer books of the Company will remain closed from Saturday, 13 July 2019 to Thursday, 25 July 2019 (both days inclusive) for the purpose of payment of dividend. 7. Subject to the provisions of section 126 of the Act, dividend on equity shares, if declared, at the AGM, will be credited/ dispatched between Tuesday, 30 July 2019 and/or Wednesday, 31 July 2019, as under: (a) to all those members holding shares in physical form as per register of members available with Karvy Fintech Pvt. Ltd. (hereinafter referred to as 'Karvy’) as on closing hours on Friday, 12 July 2019; and (b) to all those beneficial owners holding shares in electronic form, as per beneficial ownership details provided to the Company by National Securities Depository Ltd. and Central Depository Services (India) Ltd., as of the end of the day on Friday, 12 July 2019. 8. As per SEBI Listing Regulations, 2015 and SEBI circular dated 20 April 2018, the Company shall use any electronic mode of payment approved by the Reserve Bank of India for making payment to the members. Accordingly, dividend, if declared, will be paid through electronic mode, where the bank account details of the members required for this purpose are available. Where dividend payments are made through electronic mode, intimations regarding such remittance will be sent separately to the members. In cases, where the dividend cannot be paid through electronic mode, the same will be paid by account payee/non negotiable instruments/warrants with bank account details printed thereon. In case of non-availability of bank account details, address of the members will be printed on such payment instruments. For enabling the payment of dividend through electronic mode, members holding shares in physical form are requested to furnish, on or before Friday, 12 July 2019, updated particulars of their bank account, to Karvy along with a photocopy of a ‘cancelled’ cheque of the bank account and self-attested copy of their PAN card. Beneficial owners holding shares in electronic form are requested to furnish their bank account details to their respective depository participants and make sure that such changes are recorded by them correctly on or before Friday, 12 July 2019. The request for updating of particulars of bank account should be signed as per the specimen signature registered with Karvy/depository participants, as the case may be. Format for updation of PAN/Bank/Contact details can be requisitioned from the Company/Karvy and is also available for download from the Company's website 9. Members, holding shares in physical form, are requested to notify change of address, if any, to Karvy on or before Friday, 12 July 2019. Beneficial owners holding shares in electronic form are requested to notify any change of address, etc. to their respective depository participants and make sure that such changes are recorded by them correctly on or before Friday, 12 July 2019. 10. To avoid fraudulent transactions, the identity/signature of the members holding shares in electronic/demat form is verified with the specimen signatures furnished by NSDL/CDSL and that of members holding shares in physical form is verifie...
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