01 May 2017 | Livemint.com

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Bajaj Holdings & Investment Ltd.

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Bajaj Holdings & Investment Ltd. Accounting Policy

Corporate Governance

SEBI vide its notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2 September 2015 notified the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as 'SEBI Listing Regulations, 2015'), which were made applicable with effect from 1 December 2015, and repealed the erstwhile Listing Agreement with the stock exchanges.

This Report, therefore, states compliance as per requirements of the Companies Act, 2013, SEBI Listing Regulations, 2015 and NBFC Regulations, as applicable to the Company.

Given below are the Company's corporate governance policies and practices for 2015-16. As will be seen, the Company's corporate governance practices and disclosures have gone well beyond complying with the statutory and regulatory requirements stipulated in the applicable laws, including SEBI Listing Regulations, 2015.

Philosophy

The commitment of Bajaj Group to the highest standards of good corporate governance practices predates SEBI and the provisions of the recent SEBI Listing Regulations, 2015. Ethical dealings, transparency, fairness, disclosure and accountability are the main thrust to the working of the Bajaj Group. Bajaj Holdings & Investment Ltd. ('the Company' or 'BHIL') maintains the same tradition and commitment.

Board of Directors

In keeping with the commitment of the Management to the principle of integrity and transparency in business operations for good corporate governance, the Company's policy is to have an appropriate blend of executive and independent directors to maintain the independence of the Board and to separate the Board functions of governance and management.

Composition

As on 31 March 2016, the Board of the Company consisted of ten directors, of whom one was executive (Managing Director), five were non-executive independent (including one woman director) and four were non-executive and non-independent. The Board has no institutional nominee director. The Company has a Non-executive Chairman.

According to regulation 17(1)(b) of SEBI Listing Regulations, 2015, where the non-executive chairman is a promoter, at least one half of the Board of the Company should consist of independent directors. As Table 1 shows, this provision is met at BHIL.

Number of meetings of the Board

During the financial year 2015-16, the Board met seven times, viz. 21 May 2015, 23 July 2015, 14 September 2015, 21 October 2015, 4 February 2016, 9 March 2016 and 17 March 2016. The gap between any two meetings has been less than one hundred and twenty days.

Non-executive directors' compensation

Non-executive directors of the Company are being paid, in addition to the sitting fee of Rs.  50,000 per meeting for every meeting of the Board and its Committees, commission at the rate of Rs. 100,000 per meeting of the Board and its Committees attended by them, subject to the overall ceiling of one percent of the net profits.

The shareholders/members at the annual general meeting of the Company held on 14 July 2011 approved the payment of commission to the non-executive directors at such rate as may be decided by the Board within such overall ceiling of one percent of the net profits, valid for a period of five years upto 31 March 2016.

In view of the increased demands on non-executive directors' participation in Board and committee meetings and the higher responsibilities they are expected to bear, in the interest of higher level of excellence in corporate governance on account of statutory and regulatory changes, it is proposed to continue to pay such commission to the non-executive directors for a further period of five years upto and including the year 2020-21. The matter is being separately put up for shareholders' approvals through the Notice of the ensuing 71st annual general meeting of the Company.

The Company currently does not have a stock option programme for any of its directors.

Information supplied to the Board

In advance of each meeting, the Board is presented with relevant information on various matters related to the working of the Company, especially those that require deliberation at the highest level. Presentations are also made to the Board by different functional heads on important matters from time to time. Directors have separate and independent access to officers of the Company. In addition to items, which are required to be placed before the Board for its noting and/or approval, information is provided on various significant items.

In terms of quality and importance, the information supplied by Management to the Board of the Company is far ahead of the list mandated under regulation 17(7) read with Part A of Schedule II to the SEBI Listing Regulations, 2015. As stated elsewhere, the independent directors of the Company at their meeting held on 17 March 2016 expressed satisfaction on the quality, quantity and timeliness of flow of information between the Company Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties.

Pursuant to the requirements under the NBFC Regulations, the following information is also being placed before the Board at regular intervals:

i. Progress made in putting in place a progressive risk management system, risk management policy and strategy followed.

ii. Conformity with the prescribed corporate governance standards.

iii. Minutes of Risk Management Committee and Asset Liability Management Committee meetings.

Orderly succession to Board and Senior Management—

The Board of the Company satisfied itself that plans are in place for orderly succession for appointments to the Board and to Senior Management.

Review of legal compliance reports

During the year, the Board periodically reviewed compliance reports with respect to the various laws applicable to the Company, as prepared and placed before it by the Management.

Code of conduct

Regulation 17(5) of SEBI Listing Regulations, 2015 requires listed companies to lay down a code of conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013.

As required under the clause 49 of the erstwhile Listing Agreement (now corresponding to regulation 17(5) of the SEBI Listing Regulations, 2015), the Board at its meeting held on 10 September 2014 adopted a revised Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on the Company's website www.bhil.in

All Directors and Senior Management personnel have affirmed compliance with the new Code for 2015-16. A declaration to this effect signed by the Managing Director (CEO) is given in this Annual Report

Maximum tenure of independent directors

The maximum tenure of independent directors is in accordance with the Companies Act, 2013 and regulation 25(2) of SEBI Listing Regulations, 2015.

Formal letter of appointment to independent directors

The Company issues a formal letter of appointment to independent directors in the manner as provided in the Companies Act, 2013. As per regulation 46(2) of the SEBI Listing Regulations, 2015, the terms and conditions of appointment of independent directors are placed on the Company's website www.bhil.in  

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board has carried out an annual evaluation of its own performance, and that of its Committees and individual directors. Manner in which such formal annual evaluation was made by the Board is given below:

• Performance evaluation criteria for Board, Committees of the Board and Directors were approved by the Board at its meeting held on 10 September 2014. The criteria are placed on the Company's website www.bhil.in  

• Based on the said criteria, rating sheets were filled by each of the directors towards the end of the year with regard to evaluation of performance of the Board, its Committees and Directors (except for the director being evaluated) for the year under review.

• A consolidated summary of the ratings given by each of the director was then prepared, based on which a report of performance evaluation was prepared by the Chairman in respect of the performance of the Board, its Committees and the Directors during the year under review.

• The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and Board at their meetings held on 17 March 2016.

• Under law, as per the report of performance evaluation, the Board shall determine, inter alia, whether to continue the term of appointment of the independent director. During the year under review, there was no occasion to decide on the continuance of the term of appointment of any of the independent directors and hence, the question of taking a decision on their re-appointment did not arise.

Details on the evaluation carried out by the independent directors at their meeting held in March 2016 have been furnished in a separate para elsewhere in this Report.

Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration Policy, providing (a) criteria for determining qualifications, positive attributes and independence of directors and (b) a policy on remuneration for directors, key managerial personnel and other employees. The detailed Remuneration Policy is placed on <http://www.bhil.in/inv/remuneration.html>

Board Diversity Policy

In compliance with provisions of SEBI Listing Regulations, 2015, the Board through its Nomination and Remuneration Committee has devised a Policy on Board Diversity. The objective of the Policy is to ensure that the Board comprises adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Board composition as at present broadly meets with the above objective.

Familiarisation Programme

With a view to familiarise the independent directors with the Company's operations, as required under regulation 25(7) of SEBI Listing Regulations, 2015, the Company has held various familiarisation programmes for the independent directors throughout the year on an ongoing and continuous basis.

The details of familiarisation programmes are placed on <http://www.bhil.in/inv/familiarisation_programme.html>

Whistle Blower Policy/Vigil Mechanism

Pursuant to section 177(9) of Companies Act, 2013 and clause 49 of the erstwhile Listing Agreement (now corresponding to regulation 22 of the SEBI Listing Regulations, 2015) the Board at its meeting held on 15 May 2014, suitably amended the existing Whistle Blower Policy, which was more specifically adopted earlier under the NBFC Guidelines.

The Whistle Blower Policy/Vigil mechanism provides a mechanism for the director/employee to report violations, without fear of victimisation, any unethical behaviour, suspected or actual fraud, violation of the Code of Conduct etc. which are detrimental to the organisation's interest. The mechanism protects whistle blower from any kind of discrimination, harassment, victimisation or any other unfair employment practice. The Company affirms that no employee has been denied access to the Audit Committee.

The directors in all cases and employees in appropriate or exceptional cases will have direct access to the Chairman of the Audit Committee. The said Policy is placed on the Company's website www.bhil.in  

Subsidiary companies

The Company has Bajaj Auto Holdings Ltd. as its unlisted subsidiary company which however, is not a "material subsidiary' as defined under regulation 16(1)(c) of SEBI Listing Regulations, 2015.

A Policy on "material subsidiaries' in terms of clause 49 of the er?twS2e Listing Agreement had been formulated by the Board at its meeting held on 10 September 2014.

Pursuant to regulation 16(1)(c) of the SEBI Listing Regulations, 2015, the Board at its meeting held on 4 February 2016 modified the aforesaid Policy. The same is placed on <http://www.bhil.in/inv/material_subsidiaries.html>

Provisions to the extent applicable as required under regulation 24 of the SEBI Listing Regulations, 2015 with reference to subsidiary companies were duly complied.

During the year under review, the Audit Committee reviewed the financial statements of and in particular, the investments made by its unlisted subsidiary company Bajaj Auto Holdings Ltd., to the extent applicable. Minutes of the board meetings of the subsidiary company as well as a statement of significant transactions and arrangements entered into by the subsidiary, as applicable, were regularly placed before the Board of the Company.

Related party transactions

All related party transactions (RPTs) which were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of SEBI Listing Regulations, 2015.

During the year 2015-16, as required under section 177 of the Companies Act, 2013 and regulation 23 of SEBI Listing Regulations, 2015 all RPTs were placed before the Audit Committee for approval.

A statement showing the disclosure of transactions with related parties as required under Accounting Standard 18 is set out separately in this Annual Report.

There were no material transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company.

A Policy on materiality of RPTs and also on dealing with RPTs has been formulated by the Board at its meetings held on 17 July 2014 and amended on 15 October 2014. The same is placed on <http://www.bhil.in/inv/pdf/final-policy-on-materiality-of-rpts-bhil.pdf>

Disclosures

Suitable disclosures have been made in the financial statements, together with the Management's explanation in the event of any treatment being different from that prescribed in Accounting Standards.

Audit Committee

Constitution and composition

The Company had set up its Audit Committee way back in 1987 under erstwhile Companies Act, 1956 and clause 49 of the erstwhile Listing Agreement. To meet the additional requirement of Companies Act, 2013 and clause 49 (now corresponding to regulation 18 of SEBI Listing Regulations, 2015), the terms of reference of Committee were amended by the Board at its meeting held on 15 May 2014. The Board has been reviewing the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013, SEBI Listing Regulations, 2015 and NBFC Regulations.

During the year under review, Nanoo Pamnani, an independent director of the Company, relinquished his chairmanship in the Audit Committee of the Company, while continuing as its member. In view of the vacancy arising out of the relinquishment of Chairmanship by Nanoo Pamnani, the Board at its meeting held on 4 February 2016 appointed Naresh Chandra, an independent director of the Company and member of the Audit Committee as its Chairman, in place of Nanoo Pamnani.

In compliance with Companies Act, 2013 and regulation 18(1)(c) of SEBI Listing Regulations, 2015, two members of the Audit Committee, viz. Naresh Chandra (Chairman), and Nanoo Pamnani are independent and all the members of the Audit Committee are 'financially literate'. Moreover, the Audit Committee has members, who have 'accounting or related financial management expertise'.

Meetings and attendance

During 2015-16, the Audit Committee met four times viz. 21 May 2015, 23 July 2015,21 October 2015, and 4 February 2016. The meetings were scheduled well in advance and not more than one hundred and twenty days elapsed between any two meetings.

In addition to the members of the Audit Committee, these meetings were attended by the heads of finance, internal audit functions and the statutory auditor of the Company and those executives who were considered necessary for providing inputs to the Committee. Further, on invitation, directors who are not members of the Committee also attended the meetings of the Committee.

The Company Secretary acted as the secretary to the Audit Committee.

Nomination and Remuneration Committee

BHIL constituted the Remuneration Committee of the Board in January 2002. Subsequently, the Board extended the terms of reference of the said Committee to include nomination functions and restyled the said Committee as "Remuneration and Nomination Committee'. Further, in January 2010, it extended the terms of reference of this Committee to ensure 'Fit and Proper' status of proposed/existing directors as required under the NBFC Guidelines on Corporate Governance.

The Board at its meeting held on 15 May 2014, renamed the Committee as Nomination and Remuneration Committee and also revised the terms of reference for this Committee at its meeting held on 10 September 2014, in compliance with section 178 of Companies Act, 2013 and clause 49 of the erstwhile Listing Agreement.

In view of the vacancy arising out of the sad demise of S H Khan (erstwhile Chairman of the Nomination and Remuneration Committee), the Board at its meeting held on 4 February 2016 appointed Naresh Chandra as the Chairman of the Nomination and Remuneration Committee of the Company.

During the year under review, the Committee met twice, i.e. on 21 May 2015 and 17 March 2016.

On 21 May 2015, the Committee, inter alia, approved and recommended to the Board:

i) Revision in the remuneration of Managing Director.

ii) Review of change in remuneration to Senior Managerial Personnel.

On 17 March 2016, the Committee, inter alia, recommended for consideration of the Board:

i) Evaluation of the Board, Committees and the Directors.

ii) Directors' annual declarations regarding 'fit and proper' status for the year 2016-17 as per NBFC Regulations.

S H Khan, the then Chairman of Nomination and Remuneration Committee was present at the annual general meeting of the Company held on 23 July 2015, to answer shareholders' queries.

Risk Management Committee

Regulation 21 of SEBI Listing Regulations, 2015 mandates constitution of Risk Management Committee applicable to top 100 listed companies by market capitalisation, as at the end of the immediate previous financial year. BHIL was not covered in such a list as on 31 March 2015.

However, as required under the RBI Guidelines on Corporate Governance norms for NBFCs, the Board of the Company has constituted a Risk Management Committee consisting of senior executives, which is functioning since 2010, with regular meetings being held.

The Committee lays down procedures to inform it of the Company's risk assessment and minimisation procedures. These are periodically reviewed to ensure that Management identifies and controls risk through a properly defined framework.

Stakeholders Relationship Committee

The Board of Directors of the Company constituted its Shareholders' and Investors' Grievance Committee in 2000. This Committee was constituted to specifically look into the shareholders' and investors' complaints on matters relating to transfer of shares, non-receipt of annual report, non-receipt of dividend, payment of unclaimed dividends etc.

In addition, the Committee also looked into matters that can facilitate better investor services and relations. The Board was kept apprised of all the major developments on investors' issues through various reports and statements furnished to the Board from time to time throughout the year.

In compliance with the provisions of section 178 of the Companies Act, 2013 and clause 49 of the erstwhile Listing Agreement (now corresponding to regulation 20 of the SEBI Listing Regulations, 2015), the Board renamed the Committee as 'Stakeholders Relationship Committee' and revised the terms of reference of said Committee as follows:

1. To look into the redressal of complaints of security-holders on matters relating to transfer of shares, dematerialisation of shares, non-receipt of annual report, non-receipt of dividend, matters relating to issue of new share certificates etc.

2. To look into matters that can facilitate better security-holders services and relations.

During the year under review, the Committee met on 17 March 2016 to, inter alia, review the status of investors' services rendered.

Composition of the Stakeholders Relationship Committee

Vallari Gupte, Company Secretary of the Company acts as the Compliance Officer. /

On invitation, directors who are not members of the Committee also attended the meeting of the Committee. The secretarial auditor was also present.

The Committee expressed its satisfaction on the overall status of compliance and actions taken on various investor related matters.

P Murari, Chairman of Stakeholders Relationship Committee was present at the annual general meeting of the Company held on 23 July 2015, to answer shareholders' queries.

Table 6: Investors' Complaints attended and resolved during 2015-16

Pursuant to circular issued by SEBI in December 2010 (now corresponding to regulation 39(4) of SEBI Listing Regulations, 2015) for dealing with physical unclaimed shares, the Company has a demat account with HDFC Bank titled 'Bajaj Holdings & Investment Ltd. - Unclaimed Suspense Account' to which all the unclaimed shares stand transferred in terms of the said circular.

More details on this subject and on shareholders' related matters have been furnished in the chapter on General Shareholder Information.

Independent Directors' Meeting

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of SEBI Listing Regulations, 2015, the independent directors held their separate meeting on 17 March 2016, without the attendance of non-independent directors and members of Management, to inter alia discuss the following:

i) review the performance of non-independent directors and the Board as a whole;

ii) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties; and

iv) review the responsibility of independent directors with regard to internal financial controls.

All independent directors except P Murari were present at the meeting.

The independent directors present elected Naresh Chandra as Chairman for the meeting, deliberated on the above and expressed their satisfaction on each of the matters.

Remuneration of directors

Pecuniary transactions with non-executive directors

During the year under review, there were no pecuniary transactions with any non-executive director of the Company.

The register of contracts is maintained by the Company pursuant to section 189 of the Companies Act, 2013. The register is signed by all the directors present at the respective Board meetings.

Criteria of making payments to non-executive directors

Non-executive directors of the Company play a crucial role in the independent functioning of the Board. They bring in an external perspective to decision-making and provide leadership and strategic guidance while maintaining objective judgment. They also oversee corporate governance framework of the Company.

As stated earlier, the Remuneration Policy, inter alia, disclosing criteria of making payments to directors, key managerial personnel and employees is placed on <http://www.bhil.in/inv/remuneration.html> ----"

Non-executive directors

Non-executive directors are paid sitting fees and commission as earlier stated in this Report.

Managing Director

During the year under review, the Company paid remuneration to Sanjiv Bajaj, Managing Director of the Company as provided in detail in an annexure to the Directors' Report in section VI(A) of Form MGT-9, i.e. extract of the Annual Return.

Managing Director is entitled to superannuation benefits payable in the form of an annuity from an approved life insurance company, which form part of the perquisites allowed to him. No pension is paid by the Company.

Details of Remuneration to directors

The Company has no stock option plans for the directors and hence, it does not form part of the remuneration package payable to any executive and/or non-executive director. During the year under review, none of the directors was paid any performance-linked incentive.

In 2015-16, the Company did not advance any loans to any of the non-executive directors, and/or Managing Director. Details of remuneration paid/payable to directors during 2015-16 are provided in an annexure to the Directors' Report in section VI(B) of Form MGT-9, i.e. extract of the Annual Return.

Shareholding of Directors Information on shares held by directors in the Company as on 31 March 2016 is provided in the annexure to the Directors' Report in section IV(v) of Form MGT-9, i.e. extract of the Annual Return.

Management

Management discussion and analysis

This is given as separate chapter in the Annual Report.

Disclosure of material transactions

Pursuant to regulation 26(5) of the SEBI Listing Regulations, 2015, Senior Management made periodical disclosures to the Board relating to all material financial and commercial transactions, where they had (or were deemed to have had) personal interest that might have been in potential conflict with the interest of the Company. The same was nil.

Compliances regarding insider trading

The Company had in place a 'Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices', in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended. These regulations have been substituted by SEBI with a new set of Regulations, which have come into effect from 15 May 2015.

Accordingly, the Board at its meeting held on 25 March 2015 approved and adopted,

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The said codes are being adhered to with effect from 15 May 2015.

The Code referred to in (a) above is placed on the Company's website www.bhil.in

Means of Communication

Quarterly, half-yearly and annual financial results are published in numerous leading dailies such as Business Standard, Kesari, Mint, Hindu Business Line, Hindustan Times and Economic Times. An official press release is also issued. The Company also sends the half-yearly financial results, along with a detailed write-up, to each household of shareholders.

The Company has its own website www.bhil.in which contains all important public domain information including presentations, if any, made to the media, analysts and institutional investors. The website contains information as prescribed under the Companies Act, 2013 and SEBI Listing Regulations, 2015, including details of the corporate contact persons and share transfer agent of the Company, shareholding pattern etc.

Section 20 and 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 permit companies to service delivery of documents electronically on the registered members'/ shareholders' email addresses. The Company, during the year under review, sent documents, such as notice calling the general meeting, audited financial statements, directors' report, auditors' report, credit of dividend intimation letters, etc. in electronic form at the email addresses provided by the shareholders and made available by them to the Company through the depositories. Shareholders desiring to receive the said documents in physical form continued to get the same in physical form, upon request.

All financial and other vital official news releases and documents under SEBI Listing Regulations, 2015 are also communicated to the concerned stock exchanges, besides being placed on the Company's website.

The Company further files online such information on financial statements and other matters as specified on the approved website of London Stock Exchange.

Details of capital market non-compliance, if any

There was no non-compliance by the Company of any legal requirements; nor has there been any penalty/stricture imposed on the Company by any stock exchange, SEBI or any statutory authority on any matter related to capital markets during the last three years.

Compliance Certificate

The MD and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations, 2015.

Report on corporate governance

This chapter, read together with the information given in the Directors' Report and the chapters on Management Discussion and Analysis and General Shareholder Information, constitute the compliance report on Corporate Governance during 2015-16. The Company has been regularly forwarding the quarterly compliance report to the Stock exchanges as required under regulation 27(2) of the SEBI Listing Regulations, 2015.

Auditors' certificate on corporate governance

The Company has obtained the certificate from its statutory auditors regarding compliance with the provisions relating to corporate governance laid down in Part E of Schedule V to the SEBI Listing Regulations, 2015. This certificate is annexed to the Directors' Report and will be sent to the stock exchanges, along with the Annual Report to be filed by the Company.

Compliance of mandatory and discretionary requirements

Mandatory

The Company has complied with the mandatory requirements of the SEBI Listing Regulations, 2015.

Discretionary

The Company has also complied with the discretionary requirements as under:

1. The Board

A Chairman's office has been made available for the Non-executive Chairman. He is allowed reimbursement of expenses incurred in performance of his duties.

2. Shareholder rights

A half-yearly declaration of financial performance including summary of significant events in the preceding six months is sent to each household of shareholders.

3. Modified opinion(s) in audit report

The Company confirms that its financial statements are with unmodified audit opinion.

4. Separate posts of Chairperson and Chief Executive Officer

The Company has appointed separate persons to the post of Chairman and Managing Director.

5. Reporting of Internal Auditor

The Internal Auditor reports directly to the Audit Committee.

General Shareholder Information

71st Annual General Meeting

Date 27 July 2016

Time 4.00 p.m.

Registered office at Mumbai-Pune Road, Venue Akurdi, Pune 411 035

Financial calendar

Approval of audited annual results for year ending 31 March :May

Mailing of annual reports: June

Annual general meeting :July

Unaudited first quarter financial results: July

Unaudited second quarter financial results :October

Unaudited third quarter financial results January/early :February

Dividend

The Board at its meeting held on 9 March 2016 declared an interim dividend at the rate of Rs. 25 per equity share (250%) for the year ended 31 March 2016. The same was credited/ dispatched to the shareholders on 23 March 2016.

Further, the Board of Directors of the Company has proposed a dividend of Rs. 7.50 per equity share (75%) for the financial year 2015-16, subject to approval by the shareholders at the ensuing annual general meeting.

Total dividend (including interim dividend), being paid to the shareholders for the year 2015-16 shall be Rs. 32.50 per equity share of H 10 each (325%), same as in the previous year.

Dates of book closure

The register of members and share transfer books of the Company will remain closed from Saturday, 16 July 2016 to Wednesday, 27 July 2016, both days inclusive.

Date of dividend payment

Dividend on equity shares, if declared at the annual general meeting, will be credited/dispatched between 1 August 2016 and/or 2 August 2016:

a) to all those beneficial owners holding shares in electronic form, as per the beneficial ownership data made available to the Company by National Securities Depository Ltd. (NSDL) and the Central Depository Services (India) Ltd. (CDSL) as of the close of business hours on --Friday, 15 July 2016; and

b) to all those shareholders holding shares in physical form, after giving effect to all the valid share transfers lodged with the Company/share transfer agent (i.e. Karvy Computershare Pvt. Ltd.) on or before the close of business hours on Friday, 15 July 2016.

Payment of dividend

As per the SEBI Listing Regulations, 2015, the Company shall use any electronic mode of payment approved by the Reserve Bank of India for making payment to the members. Where dividend payments are made through electronic mode, intimations regarding such remittance would be sent separately to the members. In case where the dividend cannot be paid through electronic mode, the same will be paid by warrants with bank account details printed thereon. In case of non-availability of bank account details, address of the members will be printed on the warrants.

For enabling the payment of dividend through electronic mode, members holding shares in physical form are requested to furnish, updated particulars of their bank account, to the share transfer agent of the Company i.e. Karvy along with a photocopy of a 'cancelled' cheque of the bank account and self-attested copy of 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. The request for updation of particulars of bank account should be signed as per the specimen signature registered with Karvy/depository participants, as the case may be.

Unclaimed dividends

Unclaimed dividends upto 1994-95 have been transferred to the general revenue account of the Central Government. Those who have not encashed their dividend warrants for the period  prior to and including 1994-95 are requested to claim the amount from Registrar of Companies, Maharashtra, Pune, situated at PMT Building, Deccan Gymkhana, Pune 411 004.

As per section 205-C of the Companies Act, 1956, any money transferred by the Company to the unpaid dividend account and remaining unclaimed for a period of seven years from the date of such transfer shall be transferred to a fund called the Investor Education and Protection Fund (Fund) set up by the Central Government. Accordingly, the unpaid/unclaimed dividends for the years 1995-96 to 2007-08 were transferred by the Company to the said Fund in the respective years 2003 to 2015. No claims shall lie against the Fund or the Company in respect of amounts so transferred.

Unpaid/unclaimed dividend for 2008-09 shall become transferable to the Fund in September 2016. Members are requested to verify their records and send claim, if any, for the financial year 2008-09, before the amount becomes due for transfer to the Fund. Communication has been sent to the members who have not yet claimed dividend for the financial year 2008-09, requesting them to claim the same.

Further, the Ministry of Corporate Affairs vide its notification dated 10 May 2012 prescribed the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, which mandates all the companies to file the particulars of all the unclaimed and unpaid amounts through e-Form 5 INV on the web portal of Ministry of Corporate Affairs <http://www.iepf.gov.in/IEPF/index.html> and subsequently also upload the data on the website of the Company. During the year under review, the Company has accordingly filed the necessary e-Form on 15 October 2015 for the financial year ended 31 March 2015. The details of unclaimed dividends for the financial years 2007-08 to 2013-14 have been uploaded on the Company's website www.bhil.in

Share transfer agent

The Company has appointed Karvy Computershare Pvt. Ltd. as its share transfer agent and accordingly, processing of share transfer/dematerialisation/rematerialisation and allied activities have been outsourced to Karvy Computershare Pvt. Ltd., Hyderabad (Karvy) with effect from 10 July 2008.

All physical transfers, transmissions, transpositions, issue of duplicate share certificate(s), issue of demand drafts in lieu of dividend warrants etc. as well as requests for dematerialisation/ rematerialisation are being processed in periodical cycles at Karvy. The work related to dematerialisation/rematerialisation is handled by Karvy through connectivity with NSDL and CDSL.

Share transfer system

Share transfers received by the share transfer agent/Company are registered within 15 days from the date of receipt, provided the documents are complete in all respects. Total number of shares transferred in physical category during 2015-16 was 57,189 shares versus 42,293 shares during 2014-15.

Dematerialisation/rematerialisation of shares and liquidity

During 2015-16, 1,896,804 shares were dematerialised, compared to 152,686 shares during 2014-15. Shares held in physical and electronic mode as on 31 March 2016 are as given in Table 1.

Outstanding convertible instruments/ADRs/GDRs/Warrants

The Company issued Global Depository Receipts (GDRs) in 1994 and the underlying shares against each GDR were issued in the name of the overseas depository i.e. Deutsche Bank Trust Company Americas. As on 31 March 2016, 193,338 GDRs were outstanding and represented an equal number of underlying equity shares. The Company did not have any other outstanding convertible instruments/ADRs/GDRs/Warrants as on 31 March 2016.

GDRs of the Company have been transferred from the Main Market to the Professional Securities Market of the London Stock Exchange, with effect from 10 March 2007. With this transfer, the Company continued to present its financial statements under Indian GAAP.

Stock code

BSE, Mumbai :500490

National Stock Exchange: BAJAJHLDNG

Reuters : BJAT.BO

Bloomberg: BJHI.IN

ISIN for Depositories (NSDL and CDSL): INE118A01012

SEDOL for GDRs on London Stock Exchange :4039077

ISIN for GDRs on London Stock Exchange :US0571002080

Listing on stock exchanges

Shares of the Company are currently listed on the following stock exchanges:

Name Address

1. BSE Ltd.

1st Floor, Phiroze Jeejeebhoy Towers,Dalal Street, Mumbai 400 001.

2. National Stock Exchange of India Ltd. (NSE)

Exchange Plaza, Bandra Kurla Complex, Bandra (E) Mumbai 400 051.

GDRs are listed on the London Stock Exchange, having its registered office at 10 Paternoster Square, EC4M 7LS, London, UK.

Pursuant to the SEBI Listing Regulations, 2015, the Company has entered into uniform Listing Agreement with BSE and NSE.

For the year 2015-16, the listing fees payable to these stock exchanges have been paid in full.

Shareholders' and investors' grievances

The Board of Directors of the Company currently has a Stakeholders Relationship Committee to specifically look into and resolve grievances of security-holders on various matters.

Routine queries/complaints received from shareholders are promptly attended to and replied. Queries/complaints received during the period under review related to non-receipt of dividend by warrants as well as through electronic clearing service, non-receipt of annual report, non-receipt of transferred shares and change of address and/or bank particulars. As on 31 March 2016, there were no pending issues to be addressed or resolved.

During the year, letters were received from SEBI/ROC/Stock Exchanges/Investors concerning 11 complaints filed by the shareholders on various matters. In respect of each of these complaints, replies were sent to SEBI/ROC/Stock Exchanges/Investors in the prescribed format, as the case may be and no action remained to be taken at the Company's end.

Demat suspense account with HDFC Bank for unclaimed shares

In accordance with the provisions contained in clause 5A of the erstwhile Listing Agreement (now corresponding to regulation 39(4) of the SEBI Listing Regulation, 2015) as amended by SEBI vide circular dated 16 December 2010, the Company, during the year 2011-12, had sent three reminders to such shareholders whose shares were lying 'Undelivered/Unclaimed' with the Company, followed by opening of the unclaimed share suspense demat account with HDFC Bank in April 2012.

After completing the necessary formalities 17,947 shares held by 100 shareholders were transferred to the said suspense account in April 2012. Voting rights on such shares are to remain frozen till the rightful owner claims the shares. ^^^^^-^~~~~ZIZZIZI~------

The Company, acting as a trustee in respect of the unclaimed shares, follows the modalities for the operation of the said account in the manner set out in regulation 39(4) of the SEBI Listing Regulations, 2015.

Nomination

Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in the case of death of the registered shareholder(s). The prescribed nomination form (SH-13) will be sent by the share transfer agent of the Company upon such request and is also available on the Company's website www.bhil.in  ,

Nomination facility for shares held in electronic form is also available with depository participant.

Voting through electronic means

Pursuant to section 108 of the Companies Act, 2013 and the Rules made thereunder and provisions under the SEBI Listing Regulations, 2015, every listed company is required to provide its members facility to exercise their right to vote at general meetings by electronic means.

The Company has entered into an arrangement with Karvy Computershare Pvt. Ltd., the authorised agency for this purpose, to facilitate such e-voting for its members.

The shareholders would be therefore able to exercise their voting rights on the items put up in the Notice of annual general meeting, through such e-voting method. Further, in accordance with the Companies (Management and Administration) Rules, 2014 as amended, the Company shall also be making arrangements to provide e-voting facility at the venue of the annual general meeting.

Shareholders who are attending the meeting and who have not already cast their votes by remote e-voting, shall only be able to exercise their right of voting at the meeting.

Cut-off date, as per the said Rules shall be 20 July 2016 and the remote e-voting shall be open for a period of three days, from 24 July 2016 (9.00 a.m.) till 26 July 2016 (5.00 p.m.).

The Board has appointed Shyamprasad D Limaye, Practising Company Secretary as scrutiniser for the e-voting process.

Detailed procedure is given in the Notice of the seventy first annual general meeting and is also placed on the website of the Company.

Shareholders may get in touch with the Company Secretary for further assistance.

Address for correspondence

Investors and shareholders can correspond with the office of the share transfer agent of the Company or the registered office of the Company at the following addresses:

Share transfer agent

Karvy Computershare Pvt. Ltd.

Unit: Bajaj Holdings & Investment Ltd.

Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad - 500 032.

Contact persons

M S Madhusudhan/Mohd. Mohsinuddin Tel No: (040) 6716 2222 Fax No: (040) 2300 1153 Toll Free no.: 1800-345-4001 E-mail: mohsin.mohd@karvy.com  Website: www.karvy.com

Company

Bajaj Holdings & Investment Ltd.

Bajaj Auto Ltd. Complex, Mumbai-Pune Road, Akurdi, Pune - 411 035.

Company Secretary and Compliance Officer

Vallari Gupte

Tel No: (020) 6610 7150, 2747 2851 Fax No: (020) 2740 7380 E-mail: investors@bhil.in Website: www.bhil.in