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Bajaj Auto Ltd.

BSE: 532977 Sector: Auto
NSE: BAJAJ-AUTO ISIN Code: INE917I01010
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VOLUME 5499
52-Week high 4091.90
52-Week low 3028.35
P/E 23.86
Mkt Cap.(Rs cr) 116,675
Buy Price 4032.00
Buy Qty 20.00
Sell Price 4035.20
Sell Qty 8.00
OPEN 4050.00
CLOSE 4034.45
VOLUME 5499
52-Week high 4091.90
52-Week low 3028.35
P/E 23.86
Mkt Cap.(Rs cr) 116,675
Buy Price 4032.00
Buy Qty 20.00
Sell Price 4035.20
Sell Qty 8.00

Bajaj Auto Ltd. (BAJAJ-AUTO) - Director Report

Company director report

The directors present their Fifteenth Annual Report and AuditedFinancial Statements for the year ended 31 March 2022.

Sad demise of Rahul Bajaj

Chairman Emeritus of the Company

At the outset your directors express their profound grief on the saddemise of Rahul Bajaj the iconic leader of the Company who passed away on 12 February2022.

He lived an extraordinary life. He was the architect of one of the mostrespected industrial groups in the country a vocal proponent of entrepreneurship and avoice of the industry at large.

He stood for what he believed a man driven by values bold in bothexpression and action. While he remained the torchbearer of a family legacy that datesback to the founding days of our country he championed the creation of a new India.

While his passing away has left a huge void among us he leaves behindan unparalleled foundation for all of us to build upon.

The Board places on record its whole-hearted appreciation of theinvaluable contribution made by him to the spectacular success of the Company and theGroup over several decades.

Financial Results

The financial results of the Company are elaborated in the report onManagement Discussion and Analysis.Given below are the financial highlights.

Sales in numbers FY2022 FY2021
Two-wheelers 3836856 3605893
Commercial vehicles 471577 367021
Total 4308433 3972914
Of which exports 2506626 2054247
(Rs In Crore)
Particulars FY2022 FY2021
Total revenue 34353.95 29017.54
Total expenses 28163.90 23078.54
Profit before exceptional items and tax 6190.05 5939.00
Exceptional items (315.28) -
Profit before tax 6505.33 5939.00
Tax expense 1486.46 1384.41
Profit for the year 5018.87 4554.59
Earnings per share (Rs) 173.6 157.5

Closing balances in reserve/other equity

(Rs In Crore)

Particulars FY2022 FY2021
General reserve 6389.60 5887.60
Retained earnings 19340.40 18861.25
Cash flow hedging reserve 54.33 148.90
Costs of hedging reserve 5.93 (58.06)
FVTOCI reserve 626.41 88.43
Share based payments reserve 32.27 16.91
Treasury shares (69.51) (32.14)
Total 26379.43 24912.89

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

Dividend Distribution Policy

Under the Regulation 43A of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (‘the ListingRegulations 2015') as amended the Company formulated a dividend distribution policy on28 October 2016 which the Board at its meeting held on 17 March 2021 amended in a majorway.

The amended policy sets out the parameters and circumstances that willbe taken into account by the Board in determining the distribution of dividend to itsshareholders.

As a green initiative the policy has been uploaded on the Company'swebsite and can be accessed at https://www.bajajauto.com/investors/policies-codes. A copyof the policy will be made available to any shareholder on request by email.

Dividend

The directors recommend for consideration of shareholders at theensuing annual general meeting payment of a dividend of RS 140 per equity share of RS 10each (1400%) for the year ended 31 March 2022.

For the year ended 31 March 2021 also the dividend paid was RS 140 pershare of RS 10 each (1400%).

In terms of the provisions of the Income Tax Act 1961 the dividendif declared will be taxable in the hands of the shareholders subject to tax deduction atsource at the applicable rates. For further details on taxability please refer to Noticeof annual general meeting.

The dividend recommended is in accordance with the principles andcriteria as set out in the dividend distribution policy.

Share Capital

The paid-up equity share capital as on 31 March 2022 was RS 289.37crore. 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 orsweat equity shares.

Operations

Detailed information on the Company's operations is in the report onManagement Discussion and Analysis.

Capacity Expansion and New Projects

The Company's current installed capacity is 6.65 million units perannum.

Detailed information on capacity expansion and new projects is coveredin the report on Management Discussion and Analysis.

In FY2022 despite the waves of COVID that hit Pune R&D ensuredhigh attendance at office while taking care of social distancing and kept driving itsprograms. But this was not the only challenge that had to be dealt with. R&D had towork rapidly on counteracting the rapidly increasing costs of precious metal used in thecatalysts react to the sudden decision by Government to prepone the complete BS6 OBD 2package to 1 April 2023 and deal with the semiconductor shortage caused by COVID andrelated outcomes.

A) Products

Bajaj Auto's most successful brand Pulsar has been a leader not just inIndia but in all its export markets. Pulsar has been consistently upgraded over the yearsto keep it in sync with changing times. Information on the new products is covered in thereport on Management Discussion and Analysis.

B) Processes

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

• Manpower: R&D has expanded its team size in areas of designanalysis and validation to facilitate the rapidly expanding aspirations of the Company.

• Facilities: R&D continued to enhance its design computingprototype manufacturing and validation facilities. A number of new test facilities andprototyping facilities were added.

C) Technology

As in the past new and improved technology has been introduced duringthe year. Such information is covered in the report on Management Discussion and Analysis.

D) Outgo

The expenditure on R&D during 2021-22 and in the previous year was:

(Rs In Crore)

Particulars FY2022 FY2021
i. Capital (including technical know-how) 42.06 21.14
ii. Recurring 446.73 403.33
Total 488.79 424.47
iii. Total research and development expenditure as a percentage of sales 1.52% 1.56%

Conservation of Energy

Company continues its efforts to reduce and optimise the energyconsumption at all its manufacturing facilities and its corporate office at Pune.

Significant reduction in energy consumption has been achieved byvarious ENCON initiatives as shown hereunder:

A) Electrical Energy

• Efficient utilisation of rooftop solar plants: 5MW at Waluj 1MWat Pantnagar 3.22MW at Akurdi and 2MW at Chakan.

• Provision of energy efficient motors.

• Use of VFD and water temperature sensors for optimised runningof cooling tower.

• Provision of Localised booster for robotic painting.

• Upgradation of CED paint LB1000 to LB700 having higher throwingpower. (Lower voltage required)

• Installation of RTPFC (Real Time Power Factor Controller) ASVG(Advanced Static Voltage Generator) and APFC (Automatic Power Factor Controller) tocontrol and improve power factor greater than 0.99.

• Continued use of motion sensors for offices and washroom lights.

• Installation of energy efficient LED luminaries at variousdesignated areas across all our factories.

• Use of HVLS (High Volume Low Speed) fans for air circulation inshop floors.

• Installation of centralised ARP system at Motorcycle paint shopat Waluj.

Overall improvement in electrical energy consumption is achieved to theextent of 3.95% (w.r.t. previous year FY2021) despite addition of new facilities viz. ABSline at Chakan Club house at Akurdi etc.

B) Water

• Continuous reuse of treated water for processes like paintingcooling towers etc. in addition to gardening.

• Continued rainwater harvesting across all plants.

• Use of one touch taps and sensor-based taps for hand wash atvarious areas across all plants.

• Reverse cascading of water at pre-treatment stages at paintshop.

• Change of underground water lines with above ground line foreasy identification of leakage if any.

• Rainwater storage pond with capacity 90000 cubic meters atWaluj plant 47000 cubic meters at Pantnagar plant 83500 cubic meters at Chakan plantare available for its use in process. Overall water consumption is reduced to the tune of3.93% despite addition of new facilities viz. ABS line at Chakan new garden at Akurdietc.

C) LPG/Propane

• Continued use of magnetic resonance in oven fuel supply at paintshop.

• Improved thermal efficiency of oven by thermo coatingapplication on the oven's internal surface.

• Continued use of low temperature chemicals for pre-treatmentprocess at paint shops.

• Lacquer oven auto ON/OFF during lunch and dinner time in paintshops across all plants.

• Development and monitoring of automated process startup andshutdown system.

• Reduction in heat load through painting fixture weightreduction.

• Optimisation of CED oven exhaust through hot air balancing.

• Use of energy efficient burners in the canteens in all plants.

D) Utilisation of Renewable Energy-Key Initiatives

• Usage of renewable solar power generation: 5MW at Waluj 1MW atPantnagar 3.2MW at Akurdi and 2MW at Chakan; generating 155 lakh units per year ofrenewable energy.

• Utilisation of solar water heaters in the canteen of all plants.

• Use of direct sunlight to illuminate shops by installation ofskylights across all plants.

Impact of Measures Taken

As a result of the initiatives taken for conservation of energy andnatural resources the Company has brought about an overall reduction in consumption asgiven in the table below:

% Reduction w.r.t. previous year
Description FY2022 FY2021
Electricity consumption 3.95 10.20
Water consumption 3.93 9.60
LPG/PNG consumption 17.84 (4.50)#

# Effect of lower volume of commercial vehicles.

Investment/Savings

(Rs In Crore)

Description FY2022 FY2021
Investment for energy conservation activities 1.76 1.69
Recurring savings achieved through above activities 0.91 0.53

Detailed information on the above is given in the report on BusinessResponsibility.

Awards and Accolades

• Upgradation of "Occupational Health and Safety ManagementSystems" from OHSAS 18001 to ISO 45001 by all plants of the Company.

• Pantnagar plant received 3rd prize for "Best EnergyEfficient Organisation" in Kaizen Competition organised by CII.

• Chakan plant awarded 1st prize in green manufacturingmachining-Times of India Group.

International Business

All regions have shown strong growth in FY2022.

During the year under review Bajaj Auto crossed 2.5 million vehiclemilestone. First time ever!!! Motorcycle exports touched new highs - at 2.2mn unitsgrowth of 22% over FY2021. In 10 of the 12 months Bajaj Auto exported more than 200kunits every month. The Company continues to remain by far India's No.1 exporter ofmotorcycles and three wheelers.

More detailed information is given in the report on ManagementDiscussion and Analysis.

Foreign Exchange Earnings and Outgo

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

Total foreign exchange earned by the Company during the year underreview was RS 16280.38 crore as compared to RS 12181.88 crore during the previous year.

Total foreign exchange outflow during the year under review was H902.08 crore as against H 753.34 crore during the previous year.

Pierer Bajaj AG (formerly PTW Holding AG) holds 73.3% stake in PiererMobility AG. Pierer Mobility AG (PMAG) is Europe's leading "Powered Two-wheeler"manufacturer with focus on highly innovative sports motorcycles and electric mobility-Ebicycles E motorcycles etc. With KTM Husqvarna and GASGAS motorcycle brands it is aleading premium motorcycle manufacturer in Europe. With conventional and E bicycles underRamon Husqvarna GASGAS and Felt brands it is a strong player in this fast-growingsegment.

With this re-structuring in September Bajaj Auto and Pierer Group nowpartner in all Mobility businesses that Pierer Group engages in. The resultant gain infair value of RS 501.23 crore is shown as an exceptional item in consolidated results.

Subsequently KTM AG announced a buyback program on 5 November 2021.BAIH BV tendered the balance 161939 shares (1.49% stake in KTM AG left after the swapexplained above) in this buy back. The resultant gain of Rs74.90 crore is shown as otherincome in consolidated results.

In the year 2021 PMAG recorded a strong performance in motorcycleswith sale of 332881 units and in bicycles with sale of 102753 units (of which 76916were e-bicycles) and registered a record top-line of over €2 billion.

Bajaj Auto (Thailand) Ltd.

Bajaj Auto (Thailand) Ltd. was incorporated as a wholly ownedsubsidiary in Thailand with an issued and subscribed share capital of Thai Baht (THB) 45million (H10 crore) the intent being to set up an International Business Centre (IBC) tooversee sales in the ASEAN region and an Engineering Design Centre (EDC) under thissubsidiary. This marks a new beginning for Bajaj Auto's R&D expanding its designcenter to trend-defining markets around the globe.

Bajaj Auto (Thailand) has obtained all necessary approvals from localauthorities. The EDC is operational and international designers are working from this newfacility in Bangkok. Full scale operations including IBC will commence in the coming year.

During the year under review following companies were incorporated asour subsidiaries.

Bajaj Auto Spain S.L.

Bajaj Auto Spain S.L. was incorporated as a wholly owned subsidiary inBarcelona Spain with an issued and subscribed share capital of €600K (H5 crore) theintent being to set up an Engineering Design Centre (EDC).

The EDC has started operations and is expected to be fully operationalin the coming year.

Chetak Technology Ltd. (CTL)

Given the stakes and likely impact of EVs on its business Bajaj Autowants to be ahead of this curve.

For effectively engaging in this domain CTL was incorporated as awholly owned subsidiary with an issued and subscribed share capital of RS 5 crore.

To give prime focus to the EV space and to develop new technologies andproducts the Company now intends to house all its EV related activities - R&D of newtechnologies R&D for product development manufacturing sales after-sales andcustomer centric experience — to this newly formed 100% subsidiary.

Additional capital of RS 45 crore has been infused in CTL by way ofRights issue in April 2022. Plans have also been drawn to set up a new state-of-the-artmanufacturing facility at Akurdi.

Bajaj Auto Consumer Finance Ltd. (BACFL)

Financing is key to every automobile business. In India nearly 65% oftwo-wheelers and 85% of three-wheelers retailed are financed. To increase geographiccoverage and expand financing options for the retail customers of Bajaj Auto Ltd. andChetak Technology Ltd. a wholly owned captive financing company i.e. BACFL was formedwith an issued and subscribed share capital of RS 5 crore.

An application for registration of BACFL as NBFC has been made to RBIand the matter is under process.

Bajaj Do Brasil Comercio De Motocicletas Ltda

To address the motorcycle market in Brazil Bajaj Auto has set up awholly owned subsidiary on 31 March 2022. The process to obtain necessary approvals forintroduction of equity share capital and setting up operations in Brazil is currentlyunderway. Full scale operations are likely to commence in the coming year.

The financial statements of the subsidiary companies are also availableon the Company's website onhttps://www.bajajauto.com/investors/financial-and-operational-performance

The Company does not have any associate company nor has it enteredinto a joint venture with any other company.

The Company's policy for determination of material subsidiary asadopted by the Board of Directors in conformity with Regulation 16 of the ListingRegulations 2015 can be accessed on the Company's website athttps://www.bajajauto.com/investors/policies-codes

Anti-Corruption Initiatives

The Company has established several policies to prevent corruptionwithin Bajaj Auto. These are suitably integrated with the business operations. The Companyalso has adequate disclosure practices with regard to anti-corruption activities. Some ofthese practices are given below:

Signing of the Anti-Corruption Initiative of World Economic Forum (WEF)

In support of the initiative taken by WEF the Company is a signatoryto the ‘Commitment to Anti-Corruption' and is supporting the ‘Partnering AgainstCorruption-Principles for Countering Bribery' derived from Transparency International'sBusiness Principles. This calls for a commitment to two fundamental actions viz. azero-tolerance policy towards bribery and the development of a practical and effectiveimplementation programme.

Adoption of the Confederation of Indian Industry (CII) Charters

Your Company being a member of CII has adopted the followingCodes/Charters:

1. CII Code of Conduct for Affirmative Action.

2. Model Code of Conduct for Ethical Business practices.

3. Charters of Fair and Responsible Workplace Guidelines forCollaborative Employee Relations.

4. Charters on Fair and Responsible Workplace Guidelines for ContractLabour.

More details on the subject are given in the Business ResponsibilityReport hosted on the Company's website onhttps://www.bajajauto.com/investors/financial-and-operational-performance

Annual Return

A copy of the annual return as provided under sub-section (3) ofsection 92 of the Companies Act 2013 (‘the Act') in the prescribed form is hostedon the Company's website and can be accessed athttps://www.bajajauto.com/investors/financial-and-operational-performance.

Number of Meetings of the Board

There were five meetings of the Board held during the year. Detailedinformation is given in the Corporate Governance Report.

Directors' Responsibility Statement

As required under clause (c) of sub-section (3) of section 134 of theAct directors to the best of their knowledge and belief state that:

• in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

• the directors had selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

• the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

• the directors have overseen that the annual accounts have beenprepared on a going concern basis;

• the directors have laid down internal financial controls to befollowed by the Company and that to the best of their knowledge examination andanalysis such internal financial controls have been adequate and were operatingeffectively; and

• the directors had ensured through oversight of the existence ofproper systems to ensure compliance with the provisions of all applicable laws and thatto the best of their knowledge such systems were adequate and were operating effectively.

Details regarding Frauds reported by Auditors under section 143(12)

During the year under review there were no frauds reported by theauditors to the audit committee or the Board under section 143(12) of the Act.

Declaration by independent directors

The independent directors have submitted their declaration ofindependence as required under section 149(7) of the Act stating that they meet thecriteria of independence as provided in section 149 (6) of the Act as amended andRegulation 16 and 25 of the Listing Regulations 2015 as amended.

The independent directors have also confirmed compliance with theprovisions of the rule 6 of Companies (Appointment and Qualifications of Directors) Rules2014 as amended relating to inclusion of their name in the databank of independentdirectors.

The Board took on record the declaration and confirmation submitted bythe independent directors regarding their meeting the prescribed criteria of independenceafter undertaking due assessment of the veracity of the same as required under Regulation25 of the Listing Regulations 2015.

Directors' remuneration policy and criteria for matters under section178

The salient features and changes to the policy on directors'appointment and remuneration form a part of the Corporate Governance Report. The policy ison the Company's website https://www.bajajauto. com/investors/policies-codes

Particulars of Loans Guarantees or Investments

Information regarding loans guarantees and investments covered underthe provisions of section 186 of the Act are detailed in the financial statements.

Related Party Transactions

The contracts/arrangement/transactions entered into by the Companyduring FY2022 with related parties were in compliance with the applicable provisions ofthe Act and the Listing Regulations2015. Prior omnibus approval of the audit committee isobtained for all related party transactions which are foreseen and of repetitive nature.Pursuant to the said omnibus approval details of transactions entered into are alsoreviewed by the audit committee on a quarterly basis.

All related party transactions entered into during FY2022 were on anarm's length basis and in the ordinary course of business of the Company under the Act andnot material under the Listing Regulations 2015. None of the transactions requiredmembers' prior approval under the Act or the Listing Regulations 2015.

Details of transactions with related parties during FY2022 are providedin the notes to the financial statements. There were no transactions requiring disclosureunder section 134(3)(h) of the Act.

Hence the prescribed Form AOC-2 does not form a part of this report.

The policy on materiality of and dealing with related partytransactions was amended by the Board at its meeting held on 15 March 2022 in line withSEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations2021.

The policy is available on the Company's website athttps://www.bajajauto.com/investors/policies-codes

Material Changes and Commitments

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

Risk Management Policy

During the year under review a revised risk managementpolicy/framework was adopted by the Board. This framework inter alia includesidentification of internal and external risks faced by the Company including financialoperational sectoral sustainability information cyber security strategic or any otherrisk as may be determined by the Risk Management Committee and the measures for riskmitigation reporting of critical risks within the Company and Business Continuity Plan.

Information on the development and implementation of a risk managementpolicy for the Company is given in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

The Board at its meeting held on 29 April 2021 amended the existingpolicy. The policy including the composition of the CSR committee is uploaded on theCompany's website https://www.bajajauto.com/investors/policies-codes

Taking into account the commitments made by the Company for the ongoingCSR projects/programs which are in progress and considering the project mode of CSRactivity where the projects can extend beyond the financial year as also the amounttransferred to ‘Unspent CSR Account' there is no shortfall in the CSR expendituremandated to be spent by the Company during the financial year ended 31 March 2022.

Further in light of the circular dated 25 August 2021 issued byMinistry of Corporate Affairs (MCA) on the Frequently Asked Questions on CSR meredisbursal of funds for implementation of a project does not amount to spending unless theimplementing agency utilises the whole amount.

As per provisions of section 135(6) of the Act any amount remainingunspent under section 135(5) pursuant to any ongoing project shall be transferred by thecompany within a period of thirty days from the end of the financial year to a specialaccount to be opened by the company. Accordingly such amount has been transferred by theCompany to the specified account within the prescribed period.

As per the said circular of MCA this amounts to meeting of theobligation and due compliance under section 135 of the said Act.

In terms of the provisions of section 135 of the Act read with amendedCompanies (Corporate Social Responsibility Policy) Rules 2014 the Annual Report on CSRactivities in the format prescribed under Annexure II of the said Rules is annexed to thisReport.

The Chief Financial Officer has certified that the funds disbursed havebeen utilised for the purpose and in the manner approved by the Board for FY2022.

Formal Annual Evaluation of the Performance of the Board itsCommittees Chairperson and Individual Directors

Information on the manner in which a formal annual evaluation has beenmade by the Board of its own performance and that of its Committees Chairperson andIndividual Directors is given in the Corporate Governance Report.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31 March2022 have been disclosed as per Division Il of Schedule III to the Act.

Indian Accounting Standards 2015

The annexed financial statements comply in all material aspects withIndian Accounting Standards (Ind AS) notified under section 133 of the Act Companies(Indian Accounting Standards) Rules 2015 and other relevant provisions of the Act.

Consolidated Financial Statements

The directors also present the audited consolidated financialstatements incorporating the duly audited financial statements of the subsidiaries asprepared in compliance with the Act applicable accounting standards and ListingRegulations 2015.

Internal Audit

At the beginning of each financial year an audit plan is rolled outwith approval by the Company's audit committee. The plan is aimed at evaluation of theefficacy and adequacy of internal control systems and compliance thereof robustness ofinternal processes policies and accounting procedures and compliance with laws andregulations. Based on the reports of internal audit process owners undertake correctiveaction in their respective areas. Significant audit observations and corrective actionsare periodically presented to the audit committee of the Board.

Statutory Disclosures

The summary of the key financials of the Company's subsidiaries (FormAOC-1) is included in this Annual Report. A copy of the audited financial statements foreach of the subsidiary companies will be made available by email to members of theCompany seeking such information.

Details as required under the provisions of section 197(12) of the Actread with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended containing inter alia ratio of remuneration of directors andKMP to median remuneration of employees and percentage increase in the median remunerationare annexed to this Report.

Details of top ten employees in terms of the remuneration and employeesin receipt of remuneration as required under the provisions of section 197(12) of the Actread with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended which form part of the Directors' Report will be madeavailable to any shareholder on request as per provisions of section 136(1) of the saidAct.

The directors' responsibility statement as required by section 134(5)of the Act appears in a preceding paragraph.

A cash flow statement for 2021-22 is attached to the Balance Sheet.

There is no change in the nature of business of the Company duringFY2022.

The provisions of section 148 of the Act relating to maintenance ofcost records and cost audit are not applicable to the Company.

Pursuant to the legislation ‘The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013' the Company has a policy onPrevention of Sexual Harassment at Workplace. During the year under review no complainthas been received from employees. There was no case reported during the year under reviewunder the said policy.

Details as prescribed under section 134 of the Act and rules madethereunder applicable to the Company have been specifically given in this Reportwherever applicable.

Directors' and Key Managerial Personnel-Changes

I. Changes in Directorate

(a) Dr. Omkar Goswami Non-executive independent director of theCompany tendered his resignation on 9 July 2021. The Board places on record its sincereappreciation for the valuable contribution made by him during his tenure on the Board.

(b) Dr. Gita Piramal Non-executive independent director of the Companytendered her resignation with effect from close of business hours on 30 April 2022. TheBoard places on record its sincere appreciation for the valuable services rendered by herduring her long tenure on the Board.

II. Retirement by Rotation

Independent directors hold office for a fixed term not exceeding fiveyears from the date of their appointment and are not liable to retire by rotation.

The Act mandates that at least two-thirds of the total number ofdirectors (excluding independent directors) shall be liable to retire by rotation.Accordingly Rakesh Sharma (DIN 08262670) and Madhur Bajaj (DIN 00014593) directorsbeing the longest in the office among the directors liable to retire by rotation retirefrom the Board this year and being eligible have offered themselves for re-appointment.

Brief details of Rakesh Sharma and Madhur Bajaj are given in the noticeof annual general meeting.

III. Appointment/Re-appointment of Directors

The Board at its meeting held on 27 April 2022 taking into account theReport of performance evaluation and pursuant to the recommendation of nomination andremuneration committee and subject to approval by the members by way of specialresolution re-appointed following independent directors for a second consecutive term:

Sr. No. Name of independent director Tenure of second term
1 Dr. Naushad Forbes (DIN 00630825) Five years w.e.f. 18 May 2022
2 Anami N. Roy* (DIN 01361110) Five years w.e.f. 14 September 2022

IV. Change in Key Managerial Personnel

(a) Soumen Ray resigned from the position of Chief Financial Officerof the Company w.e.f. closing hours of 20 December 2021 to explore other opportunities.

(b) Consequent upon the resignation of Soumen Ray the Board at itsmeeting held on 15 March 2022 pursuant to the recommendation of nomination andremuneration committee appointed Dinesh Thapar as Chief Financial Officer and KeyManagerial Personnel of the Company w.e.f. 15 March 2022.

There was no other change in the directors and key managerial personnelduring the year under review since the last report.

Detailed information on the directors is provided in the CorporateGovernance Report.

Significant and Material Orders passed by the Regulators or Courts

During the year under review there were no significant and materialorders passed by the regulators or courts or tribunals which may impact the going concernstatus of the Company and its operations in future.

Covid-19 Impact

The impact of the second and third wave of the pandemic on theperformance of the Company and measures adopted to steer through this continuing crisishave been discussed in detail in Management Discussion and Analysis.

Details of Internal Financial Controls with reference to the FinancialStatements

The Company has documented its internal financial controls consideringthe essential components of various critical processes both physical and operational.This includes its design implementation and maintenance along with periodic internalreview of operational effectiveness and sustenance and whether these are commensurate withthe nature of its business and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business includingadherence to the Company's policies safeguarding of its assets prevention of errorsaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.

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

Corporate Governance

Pursuant to the Listing Regulations 2015 a separate chapter titled‘Corporate Governance' has been included in this Annual Report along with thereports on Management Discussion and Analysis and General Shareholder Information.

All Board members and senior management personnel have affirmedcompliance with the Code of Conduct for 2021-22. A declaration to this effect signed bythe Managing Director (CEO) of the Company is contained in this Annual Report.

The Managing Director (CEO) and Chief Financial Officer have certifiedto the Board with regard to the financial statements and other matters as required underRegulation 17(8) of the Listing Regulations 2015.

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

Employee Stock Option Scheme

The Company grants share-based benefits to eligible employees with aview to attracting and retaining talent to encourage employees to align individualperformance with the Company objectives and to promote their increased participation inthe growth of the Company.

During the year under review there has been no change in the BajajAuto Employee Stock Option Scheme 2019 (BAL-ESOS 2019) of the Company. BAL-ESOS 2019 is incompliance with SEBI (Share Based Employee Benefits) Regulations 2014 and this has beencertified by the statutory auditors of the Company.

In line with Regulation 14 of the SEBI (Share Based Employee Benefits)Regulations 2014 a statement giving complete details as at 31 March 2022 is availableon the website of the Company https://www.bajajauto.com/investors/financial-and-operational-performance. Details of options vestedexercised and cancelled are provided in the notes to the standalone financial statements.

Business Responsibility Report

Pursuant to the provisions of the Listing Regulations 2015 a BusinessResponsibility Report ('BRR') has been hosted on the website and can be accessed athttps://www.bajajauto.com/investors/financial-and-operational-performance.

The BRR highlights the initiatives actions and processes of theCompany in conducting its business in line with its environmental social and governanceobligations.

A copy of the BRR will be made available by email to any shareholder onrequest.

Pursuant to amendment in the Listing Regulations 2015 top 1000listed entities based on market capitalisation are required to submit a BusinessResponsibility and Sustainability Report with effect from the FY2023.

Secretarial Standards of ICSI

The Company has complied with the requirements prescribed under theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

Statutory Auditor

Pursuant to provisions of section 139 of the Act the members at theannual general meeting of the Company held on 20 July 2017 appointed S R B C & CO LLP(Firm Registration No. 324982E/E300003) as statutory auditors of the Company from theconclusion of 10th annual general meeting till the conclusion of 15th annual generalmeeting covering one term of five consecutive years. The term of appointment of thestatutory auditors expires at the conclusion of ensuing annual general meeting.

The Board of Directors based on the recommendation of the auditcommittee at its meeting held on 27 April 2022 has proposed the re-appointment of S R BC & CO LLP (Firm Registration No. 324982E/ E300003) as statutory auditors of theCompany for a further term of five years to hold office from the conclusion of 15th annualgeneral meeting till the conclusion of 20th annual general meeting subject to approval ofthe members and to fix their remuneration.

The statutory auditors have confirmed that they are not disqualifiedfrom continuing as auditors of the Company.

The statutory audit report for the year 2021-22 does not contain anyqualification reservation or adverse remark or disclaimer made by statutory auditor.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and Rules madethereunder the Company has re-appointed Shyamprasad D Limaye Practising CompanySecretary (Membership No. 1 587

CP No. 572) to undertake the secretarial audit of the Company.Secretarial audit report for the year 2021-22 issued by him in the prescribed form MR-3 isannexed to this Report.

The secretarial audit report does not contain any qualificationreservation or adverse remark or disclaimer made by the secretarial auditor.

In addition to the above and pursuant to SEBI Circular dated 8 February2019 a report on secretarial compliance by Shyamprasad D Limaye for the financial yearended 31 March 2022 has been submitted with the stock exchanges. There are noobservations reservations or qualifications in that report.

On behalf of the Board of Directors
Niraj Bajaj
Chairman
Pune: 27 April 2022

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