BAJAJ FINSERV Directors Report

Dear Members,

The directors present their Eighth Annual Report and audited financial
statements for the year ended 31 March 2015

Financial results

The highlights of the Standalone Financial Results are as under:

(Rs. In Crore)

Particulars FY 2015 FY 2014

Total revenue 211.66 157.30

Total expenses 53.56 51.79

Profit before tax 158.10 105.51

Tax expense 32.17 22.00

Profit after tax 125.93 83.51

Profit for the year 125.93 83.39

Transfer to Reserve fund under
section 45-IC(1) of the
Reserve Bank of India Act, 1934 25.19 16.68

Transfer to General reserve 12.59 8.34

Proposed dividend 27.85 27.85

Balance carried to Balance Sheet 60.30 30.52

Earnings per share (B) 7.9 5.2

The highlights of the Consolidated Financial Results are as under:

(Rs. In Crore)

Particulars FY 2015 FY 2014

Gross revenue:

i. Gross written premium

a) Life insurance - Bajaj Allianz Life
Insurance Co. Ltd. 6,017.30 5,843.14

b) General insurance - Bajaj Allianz
General Insurance Co. Ltd. 5,300.66 4,583.89

ii. Gross income - Bajaj Finance Ltd. 5,418.28 4,074.35

iii. Income from windpower generation -
Bajaj Finserv Ltd. 50.31 60.44

iv. Investment income (excluding
accretions on unit linked
investment) 2,685.38 2,059.49

v. Others 117.33 91.78

Total 19,589.26 16,713.09

(Rs. In Crore)

Particulars FY 2015 FY 2014

Revenue from operations and other
income 7,102.49 5,386.91

Amount transferred from the
policyholders'' account 487.89 639.10

Total revenue 7,590.38 6,026.01

Profit before tax 3,246.15 2,901.61

Tax expense 841.94 710.49

Profit after tax 2,404.21 2,191.12

Tax(debits)/credits pertaining to
earlier years 4.96 (0.19)

Minority interest 719.38 646.85

Profit for the year 1,689.79 1,544.08

Earnings per share (B) 106.2 97.0

The financial results of the Company are elaborated in the Management
Discussion and Analysis Report.

Dividend

Your directors recommend for consideration of the shareholders at the
ensuing annual general meeting, payment of a dividend of Rs. 1.75 per
share (35%) for the year ended 31 March 2015.

The amount of dividend and the tax thereon to the extent applicable
aggregates to Rs. 27.85 crore.

Dividend paid for the year ended 31 March 2014 was also Rs. 1.75 per
share (35%). The amount of dividend and the tax thereon to the extent
applicable aggregated to Rs. 27.85 crore.

Share capital

The paid-up equity share capital as on 31 March 2015 was Rs. 79.56 crore.
During the Rights Issue of equity shares made by the Company in 2012,
certain shares had been kept in abeyance as required by law. With
resolution of a few cases during the year under review, the Company has
allotted 2,832 equity shares of the face value of Rs. 5 each at the
original Rights Issue price of Rs. 650 per share to the eligible
shareholders.

There was no public issue, rights issue, bonus issue or preferential
issue etc. during the year.

The Company has not issued shares with differential voting rights,
sweat equity shares nor has it granted any stock options.

Registration as a Systemically Important Non-Deposit taking NBFC/Core
Investment Company

Your Company was registered on 30 October 2009 by Reserve Bank of India
as a Non-Banking Financial Institution (Non-Deposit taking). In terms
of provisions of Non-Banking Financial (Non-Deposit Accepting or
Holding) Companies Prudential Norms (Reserve Bank)

Directions, 2007, your Company is categorised as a ''Systemically
Important Non-Deposit taking Non-Banking Financial Company''. Your
Company has not accepted public deposits during the year under review.

Your Company, being eligible, has intimated RBI on 25 November 2014 of
its intention to convert itself into a Core Investment Company (CIC).
RBI has responded vide letter dated 30 December 2014, communicating its
requirements in this regard. The Company is currently in the process of
complying with the said RBI requirements keeping in view the provisions
of Master circular on Regulatory Framework for Core Investment Company
dated 1 July 2014.

Operations

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

Extract of annual return

The extract of annual return as provided under sub-section (3) of
section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is
annexed to this Report.

Number of meetings of the Board

There were 6 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 134 of
Companies Act, 2013 directors, to the best of their knowledge and
belief, state that -

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

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

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

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

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

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

Declaration by independent directors

The independent directors have submitted the Declaration of
Independence, as required pursuant to section 149(7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in sub-section (6).

Directors'' Remuneration Policy and criteria for matters under section
178

Information regarding Directors'' Remuneration Policy and criteria for
determining qualifications, positive attributes, independence of a
director and other matters provided under sub-section (3) of section
178 are provided in the Corporate Governance Report.

Particulars of loans, guarantees or investments

Information regarding loans, guarantees and investments covered under
the provisions of section 186 of the Companies Act, 2013 are detailed
in the Financial Statements.

Related party transactions

There were no related party transactions (RPTs) entered into by the
Company during the financial year, which attracted the provisions of
section 188 of Companies Act, 2013. There being no ''material'' related
party transactions as defined under clause 49 of the Listing Agreement,
there are no details to be disclosed in Form AOC-2 in that regard.

During the year 2014-15, pursuant to section 177 of the Companies Act,
2013 and clause 49 of the Listing Agreement, all RPTs were placed
before Audit Committee for its prior/omnibus approval.

The Policy on RPTs as approved by Board is uploaded on the Company''s
website www.bajajfinserv.in

Material changes and commitments

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

Conservation of energy and technology absorption

The Company is engaged in wind-farm activities in addition to its
financial services activities. Hence, the subject of conservation of
energy is applicable to the Company only with regard to its wind-farm
business for the Company, being by and large a financial services
company, there are no particulars regarding technology absorption
required to be given.

Particulars regarding conservation of energy are given below:

a) the steps taken on conservation of energy and for utilising
alternate sources of energy:

The Company has installed renewable energy (wind) project with a
capacity of 65.2 MW.

It generated 746 lakh units and sold to third parties. It, however, is
unable to make captive use of wind energy, because new regulations do
not permit the same, where monthly demand is less than 800 KW. The
Company has installed LED lamps in place of failed Tube lights and CFL
thereby reducing energy consumption in lighting by 7 KW during the
year.

b) the capital investment on energy conservation equipment:

Not applicable, since BFS is a non-manufacturing company, coming under
the notified industries covered under Energy Conservation Act, 2001.
Also, energy demand/connected load of building utilised for the
Company''s corporate/commercial activities etc. is less than 500 KW,
which is the threshold for applicability of Energy Conservation Act.

Foreign exchange earnings and outgo

Total foreign exchange earned by the Company was Nil during the year
under review, as well as during the previous year.

Total foreign exchange outflow during the year under review was Rs. 1.53
crore, as against Rs. 1.96 crore during the previous year.

Risk Management Policy

Information on the development and implementation of a Risk Management
Policy for the Company including identification therein of elements of
risk which in the opinion of the Board may threaten the existence of
the Company is given in the Corporate Governance Report.

Corporate Social Responsibility

Detailed information report on Corporate Social Responsibility Policy
developed and implemented by the Company on CSR initiatives taken
during the year pursuant to section 135 of the Companies Act, 2013 is
given in the annexed Annual Report on CSR activities.

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

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

Subsidiaries and joint venture

Following are the subsidiary and joint venture companies of the Company
as at 31 March 2015:

Name of the company % Shareholding Status

Bajaj Allianz Life Insurance Company Ltd. 74% Subsidiary

Bajaj Allianz General Insurance Company Ltd. 74% Subsidiary

Bajaj Finance Ltd. 61.53% Subsidiary

Bajaj Housing Finance Ltd.
(erstwhile Bajaj Financial Solutions Ltd.)
(100% subsidiary of Bajaj Finance Ltd.) - Subsidiary

Bajaj Financial Securities Ltd.
(100% subsidiary of Bajaj Housing Finance
Ltd.) - Subsidiary

Bajaj Financial Holdings Ltd. 100% Subsidiary

Bajaj Allianz Financial Distributors Ltd. 50% Joint Venture

Bajaj Allianz Staffing Solutions Ltd.

(100% subsidiary of Bajaj Allianz Financial
Distributors Ltd.) - Joint
Venture

During the year under review, the Company sold its 100% shareholding in
Bajaj Financial Solutions Ltd. (which includes its 100% holding in
Bajaj Financial Securities Ltd.) at Rs. 17 crore to Bajaj Finance Ltd.
The name of Bajaj Financial Solutions Ltd. was subsequently changed to
Bajaj Housing Finance Ltd. These steps were taken to facilitate Bajaj
Finance Ltd. to commence its new line of business in the area of
housing finance.

Detailed information on the performance and financial position of each
subsidiary/joint venture of the Company is covered in the Management
Discussion and Analysis Report.

Directors and Key Managerial Personnel

As reported previously, Dr. Gita Piramal was appointed as an additional
director in the category of non-executive, independent director of the
Company, in the meeting of the Board held on 27 March 2014. Thereafter,
at the seventh annual general meeting of the Company held on 16 July
2014, the members of the Company appointed Dr. Gita Piramal as an
Independent Director under the Companies Act, 2013 for a period of 5
years effective from 16 July 2014.

Pursuant to section 149(4) of the Companies Act, 2013, every listed
company is required to appoint at least one third of its directors as
independent directors. The Board already has one half of its directors
in the category of independent directors in terms of clause 49 of the
Listing Agreement. The Board in its meeting held on 27 March 2014
appointed the existing independent directors under clause 49 as
''independent directors'' pursuant to Companies Act, 2013 as well.

The members at the annual general meeting held on 16 July 2014,
approved the appointment of the existing independent directors for a
term of 5 years effective from 1 April 2014.

Pursuant to section 203 of the Companies Act, 2013, the Company has
appointed S Sreenivasan, President (Finance) of the Company as Chief
Financial Officer (CFO) with effect from 1 October 2014 in place of
Kevin D''sa. This change became necessary since as required under the
said section 203, Kevin D''sa, who was the CFO of Bajaj Auto Ltd., BFS
and Bajaj Holdings & Investment Ltd. (BHIL) chose to continue as CFO in
Bajaj Auto Ltd. and relinquished his position as CFO of BFS and BHIL
with effect from 1 October 2014.

The Company already has Sanjiv Bajaj, Managing Director and Sonal R
Tiwari, Company Secretary as the other Key Managerial Personnel of the
Company.

In light of the provisions of the Companies Act, 2013, Rajiv Bajaj
retires from the Board by rotation this year and being eligible, offers
himself for re-appointment. The information as required to be disclosed
under clause 49 of the Listing Agreement in case of re-appointment of
the director is provided in the Notice of the ensuing annual general
meeting.

Significant and material orders passed by the regulators or courts

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

Adequacy of internal financial controls

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

Presentation of financial results

The financial results of the Company for the year ended 31 March 2015
have been disclosed as per Schedule III to 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 joint venture and as prepared in compliance with the
Companies Act, 2013, Accounting Standards and the Listing Agreement as
prescribed by SEBI.

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

Statutory disclosures

The summary of the key financials of the Company''s subsidiaries and
joint ventures (Form AOC-1) is included in this Annual Report. A copy
of audited financial statements for the said 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.bajajfinserv.in

As required under the section 197(12) of the Companies Act, 2013 read
with the rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the prescribed particulars are set
out in an annexure to the Directors'' Report. As per provisions of
section 136(1) of the said Act, these particulars will be made
available to shareholder on request.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit
Accepting or Holding)

Companies Prudential Norms (Reserve Bank) Directions, 2007 and other
NBFC Directions have been made in this Annual Report.

A Cash Flow Statement for the year 2014-15 is attached to the Balance
Sheet.

Pursuant to the legislation ''Prevention, Prohibition and Redressal of
Sexual Harassment of Women at Workplace Act, 2013'' introduced by the
Government of India, which came into effect from 9 December 2013, the
Company has framed a Policy on Prevention of Sexual Harassment at
Workplace. There was no case reported during the year under review
under the said Policy.

Corporate governance

Pursuant to clause 49 of the Listing Agreement with stock exchanges, a
separate section titled ''Corporate Governance'' has been included in
this Annual Report, alongwith 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 2014-15. A declaration
to this effect signed by the Managing Director of the Company is
contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard
to the financial statements and other matters as required in clause 49
of the Listing Agreement and the said certificate is contained in this
Annual Report.

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

Auditors Statutory auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules made thereunder, the current auditors of the Company,
Dalal & Shah, Chartered Accountants (registration number: 102021W) were
appointed by the shareholders at the 7th annual general meeting to hold
office until the conclusion of the 10th annual general meeting, subject
to ratification by shareholders at each annual general meeting.

The members are requested to ratify the appointment of Dalal & Shah,
Chartered Accountants, (registration number: 102021W) as statutory
auditors of the Company and to fix their remuneration for the year
2015-16.

The statutory audit report 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 appointed, Shyamprasad D
Limaye, (membership number: 1587) Company Secretaries in Practice, to
undertake the secretarial audit of the Company. Secretarial Audit
Report for the year 2014-15 given by Shyamprasad D Limaye in the
prescribed form MR-3 is annexed to this Report. The Secretarial Audit
Report for the year under review does not contain any qualification,
reservation or adverse remark or disclaimer made by the secretarial
auditor.

Cost auditor

Pursuant to section 148 of the Companies Act, 2013 and Rules made
thereunder, Board of Directors had, on the recommendation of the Audit
Committee, appointed Dhananjay V Joshi and Associates, (firm
registration number: 000030) Cost Accountants, to audit the cost
accounts of the Company for the financial year 2015-16 at a
remuneration of Rs. 50,000 plus service tax, out-of pocket and travel and
living expenses, subject to ratification by the shareholders at annual
general meeting. Accordingly, a resolution seeking members''
ratification for the remuneration payable to cost auditor is included
in the Notice convening the annual general meeting.

On behalf of the Board of Directors,

Rahul Bajaj
Chairman

Pune: 20 May 2015



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