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Bajaj Corp Ltd.

BSE: 533229 Sector: Consumer
NSE: BAJAJCORP ISIN Code: INE933K01021
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VOLUME 8631
52-Week high 450.00
52-Week low 340.00
P/E 27.42
Mkt Cap.(Rs cr) 6,318
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 425.30
CLOSE 435.70
VOLUME 8631
52-Week high 450.00
52-Week low 340.00
P/E 27.42
Mkt Cap.(Rs cr) 6,318
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bajaj Corp Ltd. (BAJAJCORP) - Director Report

Company director report

Your Directors have pleasure in presenting their Eleventh Annual Report and the AuditedStatement of Accounts for the Financial Year ended March 31 2017.

Financial Performance

The summarised financial results of the Company for the Financial Year ended March 312017 are presented below:

(Rs. in lacs)

Particulars Financial Year ended March 31 2017 Financial Year ended March 31 2016
Sales and other income 83188.80 82463.62
Profit before interest depreciation and tax 30495.49 30320.42
Finance cost 93.22 20.91
Depreciation 476.46 431.61
Profit before exceptional items & tax 29925.81 29867.90
Exceptional items (Brand Amortisation) 1838.35 4698.00
Profit before tax 28087.46 25169.90
Provision for taxation
– Income Tax 5998.67 5369.05
– Deferred Tax (6.97) 2.20
Profit after tax 22095.76 19798.65
Other Comprehensive Income (84.60) -
Total Comprehensive Income 22011.16 19798.65
Balance brought forward from previous year 11070.42 11687.42
Disposable surplus after adjustments 33081.58 31486.07
Appropriations-
- Interim dividend 16962.50 16962.50
- Corporate dividend tax 3453.17 3453.15
- Transfer to General Reserve - -
- Balance carried to balance sheet 12665.91 11070.42

The Company achieved a turnover of Rs. 83188.80 lacs as compared to Rs. 82463.62 lacsin the previous year thereby registering a growth of approximately 0.88% over previousyear. Profit before tax and exceptional items were Rs. 29925.81 lacs as againstRs. 29867.90 lacs of the previous year. The Profit after tax stood at Rs. 22095.76lacs as compared to the profit of Rs. 19798.65 lacs in the previous year. Theoperations and financial results of the Company are elaborated in the ManagementDiscussion and Analysis Report.

Registered Office

The details of the present address of the Registered Office of the Company is asfollows:

Bajaj Corp Limited

Old Station Road

Sevashram Chouraha

Udaipur 313 001 Rajasthan

Dividend

The Board of Directors of the Company had declared and paid an Interim Dividend of1150% (i.e. Rs.11.50 per share on Equity Shares of the face value of Rs. 1/- each) for theFinancial Year ended March 31 2017. Total outgo on the Interim Dividend was Rs. 20415.67lacs (including Dividend Tax of Rs. 3453.17 lacs as against Rs. 20415.67 lacs (includingDividend Tax of Rs. 3453.15 lacs) in the previous year. The above outgo constitutes apayout ratio of 92.75 % of total comprehensive income as against 103.12% in the previousyear. The Board has not proposed any Final Dividend and accordingly the Interim Dividendpaid during the year shall be treated as Final Dividend for the Financial Year ended March31 2017.

In compliance with SEBI (Listing Obligations and Disclosure Requirements) (SecondAmendment) Regulations 2016 the Company has formulated Dividend Distribution Policywhich is available on the website of the Company at http://www.bajajcorp.com/img/Dividend_Distribution_Policy-291116.pdf

Share Capital

The paid up Equity Share Capital of the Company as on March 31 2017 was Rs. 1475.00lacs. There was no change in the Company's Share Capital during the year under review.

Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements forminga part of this Annual Report.

Details Relating to Deposits covered under Chapter V of the Companies Act 2013

During the year under review the Company has not accepted any deposit from the public.

Subsidiaries and Associate Companies

During the year under review no company became/ ceased to be asubsidiary/associate/joint venture of the Company. As on March 31 2017 the Company hadthe following wholly owned subsidiaries which are presently unlisted namely:

• Uptown Properties and Leasing Private Limited

• Bajaj Bangladesh Limited

• Bajaj Corp International (FZE)

None of the above subsidiaries are ‘Material Subsidiary' as defined in SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The details of thepolicy for determining ‘Material Subsidiary' is available on the website of theCompany at http://www.bajajcorp.com/ img/Policy_on_Material_Subsidiary-291116.pdf Pursuantto the provisions of Section 129 of the Companies Act 2013 and the Companies (Accounts)Rules 2014 the Company has attached along with the Financial Statements a separatestatement containing the salient features of the Financial Statements of its subsidiarycompanies in the manner prescribed under the Companies Act 2013 and Rules made thereunderand hence not repeated here for the sake of brevity.

Subsidiaries Operations

Uptown Properties and Leasing Private Limited

During the Financial Year ended March 31 2017 the net losses of Uptown were Rs. 82.94lacs as against net losses of Rs. 102.50 lacs of the previous year. There were no businessactivities during the Financial Year ended March 31 2017.

Bajaj Bangladesh Limited

Bajaj Bangladesh Limited is carrying on their manufacturing activity through EthicalToiletaries Limited (third party manufacturer) in Bangladesh. During the Financial Yearended March 31 2017 the Company achieved a turnover of Rs. 187.87 lacs as compared toRs. 124.19 lacs and net loss was Rs. 9.82 lacs as against Rs. 26.18 lacs.

Bajaj Corp International (FZE)

Bajaj Corp International (FZE) was incorporated in December 23 2013 to expand and tocarry on the business of trading in skin and hair care products. During the Financial Yearended March 31 2017 the Company achieved a turnover of Rs. 1558.96 lacs as compared toRs. 1516.99 and net loss was Rs. 183.31 lacs as against Rs. 24.31 lacs.

Consolidated Financial Statements

Pursuant to the provisions of Section 129 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Consolidated Financial Statements of the Company and itssubsidiaries have been prepared in the same form and manner as mandated by Schedule III tothe Companies Act 2013 and shall be laid before the forthcoming Eleventh Annual GeneralMeetidng (AGM) of the Company.

The Consolidated Financial Statements of the Company have also been prepared inaccordance with relevant Accounting Standards issued by the Institute of CharteredAccountants of India forming a part of this Annual Report. In accordance with Section 136of the Companies Act 2013 the Audited Financial Statements including the ConsolidatedFinancial Statements and related information of the Company and Audited Accounts of eachof its subsidiaries are available on Company's website at www. bajajcorp.com. Thesedocuments are also available for inspection by the Members at the Registered Office of theCompany during business hours on all working days except Saturdays Sundays and NationalHolidays up to the date of the Eleventh AGM.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is presented in a separate sectionforming a part of this Annual Report.

Corporate Social Responsibility (CSR) Initiatives

In accordance with the requirements of the provisions of Section 135 of the CompaniesAct 2013 the Company has constituted a CSR Committee. The Company has also formulated aCSR Policy which is available on Company's website athttp://www.bajajcorp.com/img/Corporate_Social_ Responsibility_Policy-291116.pdf During theyear under review in compliance of provisions of Section 135 of the Companies Act 2013the Companies (Corporate Social Responsibility) Rules 2014 and the variousnotifications/circulars issued by the Ministry of Corporate Affairs the Company hascontributed an amount of approximately Rs. 439.68 lacs to Kamalnayan Jamnalal BajajFoundation (Bajaj Foundation) (the implementing agency engaged in activities specified inSchedule VII of the Companies Act 2013). Additional disclosures along with the Report onCSR Activities are given in Annexure-1 to this Directors' Report.

Business Risk Management

The Company like any other enterprise is exposed to business risk which can beinternal risks as well as external risks. One of the key risks faced by the Company intoday's scenario is the wide and frequent fluctuations in the prices of its raw material.Any further increase in prices of raw materials could create a strain on the operatingmargins of the Company. Inflationary tendencies in the economy and deterioration ofmacroeconomic indicators can impact the spending power of the consumer because of whichdown trading from branded products to non-branded can occur which can affect the operatingperformance of the Company.

The Company operates in the highly competitive FMCG market with competitors who mayhave better ability to spend more aggressively on advertising and marketing and moreflexibility to respond to changing business and economic conditions. An increase in theamount of competition that we face could have a material adverse effect on our marketshare and sales.

Any unexpected changes in regulatory framework pertaining to fiscal benefits and otherrelated issues can affect our operations and profitability.

A key factor in determining a Company's capacity to create sustainable value is theability and willingness of the Company to take risks and manage them effectively andefficiently.

However the Company is well aware of the above risks and as part of business strategyhas put in a mechanism to ensure that they are mitigated with timely action. The Companyhas a robust Business Risk Management (BRM) framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The details ofthe Risk Management Policy are available on the Company's website at http://www.bajajcorp.com/img/Risk_Management_Policy-291116.pdf

In the opinion of the Board of Directors none of the aforementioned risks affectand/or threaten the existence of the Company.

Vigil Mechanism / Whistle –Blower Policy

The Company has adopted a ‘Whistle-Blower Policy' for Directors and Employees toreport genuine concerns and to provide adequate safeguards against victimization ofpersons who may use such mechanism.

The functioning process of this mechanism has been more elaborately mentioned in theCorporate Governance Report forming a part of this Annual Report. The said policy ishosted on Company's website at http://bajajcorp. com/img/Whistle_Blower_Policy-291116.pdf

Remuneration Policy

The Board has on the recommendation of the Nomination Remuneration & CorporateGovernance Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration and to develop & recommend to the Board a set ofCorporate Governance Guidelines. The policy of the Company on Directors appointment andremuneration including criteria for determining qualifications positive attributesindependence of Directors and other matters provided under Section 178(3) of the CompaniesAct 2013 and Regulation 19 of Listing Regulations is available on the Company's websiteat http://bajajcorp.com/img/Policy-on-Nomination-Remuneration&-Corporate-Governance.pdf and also given inAnnexure - 2 to this Directors' Report.

Board of Directors

There is no change in the composition of the Board during the year under review.

Retirement by Rotation

As per the provisions of Section 152 of the Companies Act 2013 two-third of the totalnumber of Directors other than Independent Directors should be liable to retire byrotation. One-third of these Directors are required

to retire every year and if eligible these Directors qualify for re-appointment. Atthe ensuing AGM Mr. Sumit Malhotra (DIN 02183825) Managing Director retires by rotationand being eligible offers himself for reappointment. A detailed profile of Mr. SumitMalhotra along with additional information required under Regulation 36(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and SecretarialStandard on General Meetings is provided separately by way of an Annexure to the Notice ofthe AGM.

Number of Meetings of the Board

The Board met six times during the Financial Year 2016-17 namely April 12 2016 July25 2016 August 22 2016 October 3 2016 October 14 2016 and January 12 2017. Themaximum time gap between any two Board Meetings was not more than 120 days as requiredunder Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Section 173 of the Companies Act 2013 and Secretarial Standard onMeetings of the Board of Directors.

Board Evaluation

Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance performance of the Directors as well as theevaluation of the working of its Committees.

The Nomination Remuneration and Corporate Governance Committee has defined theevaluation criteria for the Board its Committees and Directors. The Board's functioningwas evaluated on various aspects including inter alia degree of fulfillment of keyresponsibilities Board structure composition establishment and delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning.

Directors were evaluated on aspects such as attendance and contribution atBoard/Committee Meetings and guidance/support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members.

Areas on which the Committees of the Board were assessed included degree of fulfilmentof key responsibilities adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors were carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed the performance of the Board its Committees and of the Directors.

The details of the policy on evaluation of Board's performance are available on theCompany's website at http://www.bajajcorp.com/img/Board_Performance_Evaluation_Policy-291116.pdf SEBI vide its guidance note dated January 5 2017 hassuggested process/practice that may be adopted by the Companies for performanceevaluation. The Company is evaluating the required changes if any in the performanceevaluation process as per the SEBI guidance note.

Familiarisation Programme for Independent Directors

Pursuant to the provisions of Regulation 25 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated a programme forfamiliarising the Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. through various initiatives. The details of theaforementioned programme is available on the Company's website athttp://bajajcorp.com/img/Familiarisation_Programme_ for_Independent_Directors-291116.pdf

Board Committees

A. Audit Committee

The Audit Committee comprises of following Independent Directors:

1. Mr. Gaurav Dalmia Chairman of the Committee

2. Mr. Dilip Cherian

3. Mr. Aditya Vikram Ramesh Somani

During the financial year under review all the recommendations made by the AuditCommittee were accepted by the Board.

B. Nomination Remuneration & Corporate

Governance Committee

The Nomination Remuneration & Corporate Governance Committee comprises offollowing Independent Directors:

1. Mr. Gaurav Dalmia Chairman of the Committee

2. Mr. Dilip Cherian

3. Mr. Aditya Vikram Ramesh Somani

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors:

1. Mr. Dilip Cherian Chairman of the Committee

2. Mr. Kushagra Nayan Bajaj

3. Mr. Sumit Malhotra

D. Corporate Social Responsibility (CSR)

Committee

The CSR Committee comprises of following Directors :

1. Mr. Gaurav Dalmia Chairman of the Committee

2. Mr. Dilip Cherian

3. Mr. Sumit Malhotra

Key Managerial Personnel

During the year under review Board of Directors of the Company on recommendation ofNomination Remuneration and Corporate Governance and Audit Committee appointed Mr. D.K.Maloo – Vice President (Finance) as Chief Financial Officer (CFO) and Key ManagerialPersonnel of the Company in place of Mr. V.C. Nagori on his attaining the age ofsuperannuation.

Declaration by Independent Directors

The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2017 and of the profit of the Company for the year ended onthat date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively

Related Party Transactions

The Board of Directors has adopted a policy on Related Party Transactions. The saidPolicy is available on Company's website at http://bajajcorp.com/img/Related_Party_Transaction_Policy-291116.pdf

The objective of the Policy is to ensure proper approval disclosure and reporting oftransactions as applicable between the Company and any of its related parties. Allcontracts or arrangements with related parties entered into or modified during theFinancial Year were at arm's length basis and in ordinary course of the Company'sbusiness. All such contracts or arrangements were entered into only with prior approval ofthe Audit Committee except transactions which qualify under omnibus approval as permittedunder law. No material contract or arrangements with related parties were entered intoduring the year under review. Therefore there is no requirement to report any transactionin Form AOC-2 in terms of Section 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014.

Further the Company has not entered into any transaction of a material nature with thePromoters subsidiaries of Promoters Directors Key Managerial Personnel or theirrelatives etc. that may have potential conflict with the interests of the Company.

Transactions with Related Parties are disclosed in the notes to accounts annexed to thefinancial statements.

Internal Financial Controls

The Company has an internal financial control system commensurate with the size andscale of its operations and the same has been operating effectively. The Internal Auditorevaluates the efficacy and adequacy of internal control system accounting procedures andpolicies adopted by the Company for efficient conduct of its business adherence toCompany's policies safeguarding of Company's assets prevention and detection of fraudsand errors and timely preparation of reliable financial information etc. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

Material Changes and Commitments affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of this Report.

Auditors

a) Statutory Auditors

In terms of provisions of Section 139 of the of the Companies Act 2013 and Companies(Audit and Auditors) Rules 2014 the term of the existing Statutory Auditors M/s. R.S.Dani & Co. Chartered Accountants (Firm Registration No. 000243C) is upto the date ofthe forthcoming AGM. In order to comply with the provisions of Section 139 of the of theCompanies Act 2013 and Rules made thereunder Board of Directors of the Company on therecommendation of the Audit Committee at their meeting held on April 13 2017 subject tothe approval of the Members of the Company at the forthcoming AGM appointed M/s. SidharthN Jain & Co. Chartered Accountants (Firm Registration No. 018311C ) as StatutoryAuditors of the Company to hold office for a term of 5 (five) years from the conclusion offorthcoming AGM upto the conclusion of the 16th (sixteenth) AGM of theCompany subject to ratification of such appointment by the Members at every AGM till the15th (fifteenth) AGM.

As required under Section 139 of the Companies Act 2013 and Companies (Audit andAuditors) Rules 2014 M/s. Sidharth N Jain & Co. Chartered Accountants haveconfirmed and issued a certificate that their appointment if made as aforesaid will bein accordance with the limits specified and they meet the criteria for appointment asstated under Section 141 of the Companies Act 2013 and they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India asrequired under Regulation 33 of the and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Company has also received a certificate from M/s. Sidharth N Jain & Co.Chartered Accountants certifying in terms of provisions of Section 139(2) of theCompanies Act 2013 read with Rule 6(3) (ii) of the Companies (Audit and Auditors) Rules2014 that they do not have association with M/s R. S. Dani & Co. CharteredAccountants the retiring Statutory Auditors of the Company or any partner of the saidfirm.

The Board places on record its appreciation for the contribution made by M/s. R.S. Dani& Co. Chartered Accountants during their tenure as Statutory Auditors of theCompany.

The Board of Directors recommends to the Members the appointment of M/s. Sidharth NJain & Co. Chartered Accountants as Statutory Auditors of the Company.

The Statutory Auditors Report to the shareholders for the year under review does notcontain any modified opinion or qualifications and the observations and comments given inthe report of the Statutory Auditors read together with Notes to accounts areself-explanatory and hence do not call for any further explanation or comments underSection 134(f)(i) of the Companies Act 2013.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended theCompany has appointed M/s. Gupta Baul & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reportis annexed herewith as Annexure-3 to this Directors' Report.

Cost Audit

The Ministry of Corporate Affairs vide Notification dated December 31 2014 madeamendment in the Companies (Cost Records and Audit) Rules 2014 through Companies (CostRecords and Audit) Amendment Rules 2014. As per the Amendment Rules the Company isexempted from the requirement to conduct Cost Audit.

Reporting of Frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Companies Act 2013 and Rules made thereunder.

Corporate Governance Report and Certificate

In compliance with Regulation 34 read with Schedule V (C) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a report on Corporate Governance and thecertificate as required under Schedule V (E) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 from the Statutory Auditors of the Company forms a partof this Annual Report.

Compliance of Corporate Governance Standards of New York Stock Exchange (NYSE)

The Company in order to achieve greater transparency and to comply withinternationally prevalent norms of Corporate Governance has voluntarily adopted CorporateGovernance Standards codified in Section 303A of New York Stock Exchange (NYSE) ListedCompany Manual. The details of the same and the steps taken by the Company are explainedin the Corporate Governance Report.

Business Responsibility Report

In compliance with Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Business Responsibility Report detailing the variousinitiatives taken by the Company on environmental social and governance front is forminga part of this Annual Report. The Board of Directors has adopted a Business ResponsibilityPolicy. The said Policy is available on Company's website at http://bajajcorp.com/img/Business_Responsibility_Policy.pdf

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The disclosure of particulars with respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) ofthe Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 isannexed herewith as Annexure-4 to this Directors' Report.

Extract of Annual Return

The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form MGT-9 of the Companies (Management and Administration) Rules2014 is annexed herewith as Annexure-5 to this Directors' Report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal committee has been set up to redress the complaints received regardingsexual harassment at workplace. All employees including trainees are covered under thispolicy.

The following is the summary of sexual harassment complaints received and disposed offduring the current financial year.

1. Number of Complaints received: Nil

2. Number of Complaints disposed off: Nil

Particulars of Employees

Disclosure required in respect of employees of the Company in terms of provisions ofSection 197 (12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms a part of Directors' Report.

In terms of Section 136 of the Companies Act 2013 the Directors Report is being sentexcluding the information on employees' particulars mentioned in Section 197 (12) of theCompanies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 which is available for inspection by the Members at theRegistered Office of the Company during business hours on all working days exceptSaturdays Sundays and National Holidays up to the date of the Eleventh AGM. If any memberis interested in inspecting the same such member may write to the Company Secretary inadvance.

Listing Agreement

In compliance with SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13 2015 theCompany has executed a Uniform Listing Agreement with BSE Limited and National StockExchange of India Limited where Equity Shares of the Company are listed. Company has paidannual listing fees to both the Stock Exchanges.

Prohibition of Insider Trading

In compliance with SEBI (Prohibition of Insider Trading) Regulations 2015 the Companyhas adopted a ‘Code of Conduct for Regulating Monitoring and Reporting of Trading byinsiders' and ‘Code of Fair Disclosure' of Unpublished Price Sensitive Information toensure prohibition of Insider Trading in the Organisation. The said codes are available onCompany's website at http://bajajcorp.com/img/Code-Of-Conduct_For-Regulating-Monitoring-And-Reporting-of_Trading-By-Insiders.pdfThe ‘Trading Window' is closed when the Compliance Officer determines that adesignated person or class of designated persons can reasonably be expected to havepossession of Unpublished Price Sensitive Information. The Company Secretary of theCompany has been designated as Compliance Officer to administer the Code of Conduct andother requirements under SEBI (Prohibition of Insider Trading) Regulations 2015.

Awards and Recognitions

During the year under review the Company received "ICSI CSR ExcellenceAward" as "Best Corporate – Emerging". The Company has beenselected for the aforesaid award based on the adjudication by a Jury set up by theInstitute of Company Secretaries of India (ICSI) under the leadership of Hon'ble JusticeShri. V.N. Khare Former Chief Justice of India.

Further during the year under review the Company received "fe CFO OF THEYEAR" award organized by ‘The Financial Express' at the hands of Mr. BibekDebroy Economist and member of NITI Aayog. The Company has been selected for theaforesaid award in the category of Medium Enterprises - Manufacturing Company.

During the year under review the Company has been certified as "Great Place toWork-Certified™" by internationally renowned ‘Great Places to Work'Institute USA. The certification recognises organizations excelling at creating a greatworkplace culture for its employees to perform better and such certification has beenconferred to select orgainsations across the globe.

Industrial Relations

Industrial relations have been cordial at all the manufacturing units of the Company.

Cautionary Statement

Statements in the Director's report and the Management Discussion and Analysis Reportdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include: global and domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and their cost changes in government policies and tax laws economicdevelopment of the country and other factors which are material to the business operationsof the Company.

Acknowledgements

The Directors express their appreciation for the sincere cooperation and assistance ofCentral and State Government authorities bankers customers suppliers and businessassociates. Your Directors also wish to place on record their deep sense of appreciationfor the committed services by your Company's employees. Your Directors acknowledge withgratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Kushagra Nayan Bajaj

Chairman (DIN 00017575)

Place : Mumbai

Dated : April 13 2017