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Bajaj Corp Ltd.

BSE: 533229 Sector: Consumer
NSE: BAJAJCORP ISIN Code: INE933K01021
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OPEN 411.95
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VOLUME 8508
52-Week high 525.00
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P/E 27.81
Mkt Cap.(Rs cr) 5,981
Buy Price 0.00
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Sell Price 407.25
Sell Qty 8.00
OPEN 411.95
CLOSE 411.00
VOLUME 8508
52-Week high 525.00
52-Week low 380.60
P/E 27.81
Mkt Cap.(Rs cr) 5,981
Buy Price 0.00
Buy Qty 0.00
Sell Price 407.25
Sell Qty 8.00

Bajaj Corp Ltd. (BAJAJCORP) - Director Report

Company director report

Your Directors have pleasure in presenting their 12th Annual Reportand the Audited Statement of Accounts for the Financial Year ended March 31 2018.

Financial Performance

The summarised financial results of the Company for the Financial Year ended March 312018 are presented below:

(Rs. in lacs)

Particulars Financial Year ended March 31 2018 Financial Year ended March 31 2017
Sales and other income 85555.98 83188.80
Profit before interest depreciation and tax 28299.54 30495.49
Finance cost 116.01 93.22
Depreciation 685.20 476.46
Profit before exceptional items & tax 27498.33 29925.81
Exceptional items (Brand Amortisation) - 1838.35
Profit before tax 27498.33 28087.46
Provision for taxation – Income Tax 5871.38 5998.67
– Deferred Tax - (6.97)
Profit after tax 21626.95 22095.76
Other Comprehensive Income 34.84 (84.60)
Total Comprehensive Income 21661.79 22011.16
Balance brought forward from previous year 12665.91 11070.42
Disposable surplus after adjustments 34327.70 33081.58
Appropriations-
- Interim dividend 17700.00 16962.50
- Corporate dividend tax 3603.30 3453.17
- Transfer to General Reserve - -
- Balance carried to balance sheet 13024.40 12665.91

The Company achieved total revenue of Rs. 85555.98 lacs as compared to Rs. 83188.80lacs in the previous year thereby registering a growth of approximately 2.85% overprevious year. Profit before tax and exceptional items were Rs. 27498.33 lacs as againstRs. 29925.81 lacs of the previous year. The Profit after tax stood at Rs. 21626.95 lacsas compared to the profit of Rs. 22095.76 lacs in the previous year. The operations andfinancial results of the Company are elaborated in the Management Discussion and AnalysisReport.

Registered Office

The details of the present address of the Registered Office of the Company are 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 of1200% (i.e. Rs. 12.00 per share on 147500000 Equity Shares of the Face Value of

Rs. 1/- each) for the Financial Year ended March 31 2018. Total outgo on the InterimDividend was Rs. 21303.30 lacs (including Dividend Tax of Rs. 3603.30 lacs) as against

Rs. 20415.67 lacs (including Dividend Tax of Rs. 3453.17 lacs) in the previous year.The above outgo constitutes a payout ratio of 98.35 % of total comprehensive income asagainst 92.75% in the previous year. The Board has not proposed any Final Dividend andaccordingly the Interim Dividend paid during the year shall be treated as Final Dividendfor the Financial Year ended March 31 2018. In compliance with SEBI (Listing Obligationsand Disclosure Requirements) (Second Amendment) Regulations 2016 the Company hasformulated Dividend Distribution Policy which is available on the website of the Companyat http://www.bajajcorp.com/img/Dividend_Distribution_ Policy-291116.pdf and also given inAnnexure-1 to this Directors' Report.

Share Capital

The paid up Equity Share Capital of the Company as on March 31 2018 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.

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 2018 the Company hadthe following unlisted wholly owned subsidiaries 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 the ListingRegulations. The details of the policy for determining ‘Material Subsidiary' isavailable on the website of the Company at http://www.bajajcorp.com/img/Policy_on_Material_Subsidiary-291116.pdf Pursuant to the provisions of Section 129 ofthe Companies Act 2013 and the Companies (Accounts) Rules 2014 the Company has attachedalong with the Financial Statements a separate statement containing the salient featuresof the Financial Statements of its subsidiary companies in the manner prescribed under theCompanies Act 2013 and Rules made thereunder and hence not repeated here for the sake ofbrevity.

Subsidiaries Operations

Uptown Properties and Leasing Private Limited

During the Financial Year ended March 31 2018 the net losses of Uptown were Rs. 70.76lacs as against net losses of Rs. 82.94 lacs of the previous Financial Year. There were nobusiness activities during the Financial Year ended March 31 2018.

Bajaj Bangladesh Limited

Bajaj Bangladesh Limited is carrying on its manufacturing activity through EthicalToiletries Limited (third party manufacturer) in Bangladesh. During the Financial Yearended March 31 2018 the Company achieved total revenue of Rs. 46.24 lacs as compared toRs. 187.87 lacs during the previous Financial Year and net loss was Rs. 67.99 lacsas against Rs. 9.82 lacs of the previous Financial Year.

Bajaj Corp International (FZE)

During the Financial Year ended March 31 2018 the Company achieved total revenue ofRs. 363.48 lacs as compared to Rs. 1558.96 lacs of the previous Financial Year and netloss was Rs. 334.58 lacs as against Rs. 183.31 lacs of the previous Financial Year.

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 12thAnnual General Meeting (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 12th 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 with the provisions of Section 135 of the Companies Act2013 the 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. 502.40 lacs to Kamalnayan Jamnalal BajajFoundation (the implementing agency engaged in activities specified in Schedule VII of theCompanies Act 2013). Additional disclosures along with the Report on CSR activities aregiven in Annexure-2 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 ofDirectors none of the aforementioned risks affect and/or threaten the existence of theCompany.

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 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 the Listing Regulations is available on the Company'swebsite at http://bajajcorp.com/img/Policy-on-Nomination-Remuneration-&-Corporate-Governance. pdf and also givenin Annexure–3 to this Directors' Report.

Board of Directors

Composition

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 not less thantwo-third of the total number of Directors other than Independent Directors shall beliable to retire by rotation. One-third of these Directors are required to retire everyyear and if eligible these Directors qualify for re-appointment. At the ensuing AGM Mrs.Vasavadatta Bajaj (DIN:06976000) Director retires by rotation and being eligible offersherself for reappointment.

A detailed profile of Mrs. Vasavadatta Bajaj along with additional information requiredunder Regulation 36(3) of the Listing Regulations and Secretarial Standard on GeneralMeetings is provided separately by way of an Annexure to the Notice of the AGM.

Number of Meetings of the Board

The Board met four times during the Financial Year 2017-18 namely April 13 2017; July12 2017; October 12 2017 & January 11 2018. The maximum time gap between any twoBoard Meetings was not more than 120 days as required under Regulation 17 of the Listing

Regulations 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 ListingRegulations the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.

The Nomination Remuneration and Corporate Governance Committee have defined theevaluation criteria for the Board its Committees and Directors. The Board's functioningwas evaluated on various aspects including inter alia degree of fulfilment 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 participation byall Board 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 evaluations 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 were carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination Remuneration andCorporate Governance Committee also reviewed the performance of the Board its Committeesand of the Directors.

In addition Independent Directors were evaluated based on parameters such asqualification experience knowledge and competency fulfilment of functions ability tofunction as a team initiative commitment independence independent views and judgementavailability attendance and participation in the discussion at the Meetings adherence tothe Code of Ethics (Code of Conduct) of the Company as well as the Code for IndependentDirectors as applicable understanding the environment in which the Company operates andcontribution to strategic decision and raising valid concerns to the Board interpersonalrelations with other Directors and management objective evaluation of

Board's performance rendering independent unbiased opinion safeguarding ofconfidential information and maintaining integrity.

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

Familiarisation Programme for Independent Directors

Pursuant to the provisions of Regulation 25 of the Listing Regulations the Company hasformulated a programme for familiarising the Independent Directors 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. Aditya Vikram Ramesh Somani

3. Mr. Dilip Cherian

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. Aditya Vikram Ramesh Somani

2. Mr. Dilip Cherian

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 there were no changes in the Key Managerial Personnel ofthe Company.

Declaration by Independent Directors

The Independent Directors of the Company have submitted the declaration of Independenceconfirming that they meet the criteria of independence under Section 149(6) of theCompanies Act 2013 and SEBI (Listing Obligations 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 2018 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 2018 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.

Utilisation of net proceeds from the Initial Public Offer ("Issue")

Pursuant to the approval of the Members obtained at the 7th AGM ofthe Company held on August 2 2013 the objects of the issue as disclosed in theProspectus dated August 9 2010 issued by the Company for its Initial Public Offer werevaried. In terms of variation the Company has proposed to utilise the balance unutilisedamount of Rs. 254.72 crore as on March 31 2013 towards area as specified in the notice ofthe aforesaid Meeting.

The Company has utilized Rs. 177.21 crore upto March 31 2018 out of the balanceunutilized amount of Rs. 254.72 crore as mentioned above towards the area as specified inthe notice of the aforesaid Meeting.

The Company continues with its efforts for development of new products in the personalcare segment. The Company has also been actively pursuing opportunities of inorganicgrowth in the FMCG sector by identifying brands/products portfolio/companies in personalcare segments.

Related Party Transactions

The Board of Directors has adopted a policy on Related Party Transactions. The saidPolicy is available on Company's website athttp://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 the law. No material contracts or arrangements with related parties were enteredinto during the year under review. Therefore there is no requirement to report anytransaction in Form AOC-2 in terms of Section 134 of the Companies Act 2013 read withRule 8 of the Companies (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 were presented to the Audit Committee of the Board.

Auditors

(a) Statutory Auditors

Members of the Company at the 11th AGM held on July 18 2017approved appointment of M/s. Sidharth N Jain & Co. Chartered Accountants (FirmRegistration No. 018311C) as the Statutory Auditors of the Company for a term of 5 yearsto hold the office from the conclusion of 11th AGM till the conclusionof 16th AGM of the Company.

Ministry of Corporate Affairs by way of a Notification dated May 07 2018 notified theprovisions of Section 40 of the Companies (Amendment) Act 2017 along with Companies(Audit and Auditors) Amendment Rules 2018 whereby provisions of Section 139 of theCompanies Act 2013 were amended. As per the amendment Statutory Auditors appointed bythe shareholders at the AGM of the Company for a term need not be ratified at everysubsequent AGM held thereafter.

Accordingly it is proposed to appoint M/s. Sidharth N Jain & Co. CharteredAccountants (Firm Registration No. 018311C ) as Statutory Auditors of the Company for theremaining period of their current term from the conclusion of this AGM (up to 16thAGM of the Company) without any further confirmation/ ratification / approval at everysubsequent AGM of the Company.

M/s. Sidharth N Jain & Co. have expressed their willingness to get appointed andhave confirmed that the appointment if made would be within the limits specified underSection 141(3)(g) of the Act and they are not disqualified to be reappointed as StatutoryAuditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies(Audit and Auditors) Rules 2014.

As required under Regulation 33(1)(d) of Listing Regulations M/s. Sidharth N Jain& Co. have confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.

Based on the recommendation of the Audit Committee at its meeting held on May 29 2018Board of Directors seek approval of the members of the Company for appointment of M/s.Sidharth N Jain & Co. Chartered Accountants (Firm Registration No. 018311C) asStatutory Auditors of the Company for the remaining period of their current term asexplained herein above.

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 Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as Annexure-4 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 Listing Regulations areport on Corporate Governance and the certificate as required under Schedule V(E) ofListing Regulations received from the Statutory Auditors of the Company forms a part ofthis 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.

Compliance of Secretarial Standards of ICSI

In terms of Section 118(10) of the Companies Act 2013 the Company is complying withthe Secretarial Standards issued by the Institute of Company Secretaries of India andapproved by Central Government with respect to Meetings of the Board of Directors andGeneral Meetings.

Business Responsibility Report

In compliance with Regulation 34 of Listing Regulations the Business ResponsibilityReport detailing the various initiatives taken by the Company on environmental social andgovernance front is forming a part of this Annual Report. The Board of Directors hasadopted a Business Responsibility Policy. The said Policy is available on Company'swebsite 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-5 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 No. MGT-9 of the Companies (Management and Administration)Rules 2014 is annexed herewith as Annexure-6 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.

The Managing Director of the Company does not receive any remuneration and/orcommission from the Company's holding and/or subsidiary companies.

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 12th AGM.If any Member is interested in inspecting the same such Member may write to the CompanySecretary in advance.

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.pdf The ‘Trading Window' is closedwhen the Compliance Officer determines that a designated person or class of designatedpersons can reasonably be expected to have possession of Unpublished Price SensitiveInformation. The Company Secretary of the Company has been designated as ComplianceOfficer to administer the Code of Conduct and other requirements under SEBI (Prohibitionof Insider Trading) Regulations 2015.

Awards and Recognitions

During the year under review Company's Flagship Brand "Bajaj Almond Drops HairOil" created "Guinness World RecordsTM" for the World'sLongest Head Massage Chain. Further during the year "Bajaj Almond Drops HairOil" has been recognized as one of Asia's most valuable brands at the 6thAsian Brand and leadership summit held at the Ritz Carlton Hotel in Singapore. This awardis a distinctive and premier recognition for a brand recognized as a leader in itsindustry category based on previous and current year market standing and consumerpreference.

During the year Company's Innovation Centre has been accorded accreditation from theDepartment of Scientific & Industrial Research (DSIR).

General Disclosure

During the year under review:

a) the Company has not issued Equity Shares with differential rights as to dividendvoting or otherwise pursuant to the provisions of Section 43 of Companies Act 2013 andRules made thereunder.

b) the Company has not issued Equity Shares (including Sweat Equity Shares) toemployees of the Company under any scheme pursuant to the provisions of Section 54 and62 of Companies Act 2013 and Rules made thereunder.

c) the Company has not made any provisions of money or has not provided any loan to theemployees of the Company for purchase of shares of the Company or its holding Companypursuant to the provisions of Section 67 of Companies Act 2013 and Rules made thereunder.

d) the Company has not accepted any deposit from the public pursuant to the Chapter Vof Companies Act 2013 and Rules made thereunder.

e) the Company has not bought back its shares pursuant to the provisions of Section 68of Companies Act 2013 and Rules made thereunder.

f) there are no significant material orders passed by the Regulators/Courtswhich would impact the going concern status of the Company and its future operations.

g) there are no significant material changes and commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the financial statements relate and the date of this Report.

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 : May 29 2018