GENERAL_SHAREHOLDER_INFORMATION

GENERAL SHAREHOLDER INFORMATION

15th Annual General Meeting (AGM)

Date

26 July 2022

Time

2.00 p.m.

Venue/Mode

The Company is conducting meeting through video conferencing (VC) / other audio-visual means (OAVM) pursuant to Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI) circulars. For details, please refer to the Notice of AGM.

Financial Year

1 April to 31 March

Share transfer agent

The Company appointed Karvy Computershare Pvt. Ltd., as its registrar and share transfer agent. Accordingly, processing of share transfer/dematerialisation/rematerialisation and allied activities were outsourced to it with effect from 10 July 2008.

All operations of Karvy Computershare Pvt. Ltd. were transferred to Karvy Fintech Pvt. Ltd. with effect from 17 November 2018. The name of Karvy Fintech Pvt. Ltd. was changed to KFin Technologies Pvt. Ltd. (KFin) with effect from 5 December 2019. Further pursuant to conversion of status from private limited company to public limited company, the name of KFin Technologies Pvt. Ltd. was changed to KFin Technologies Ltd. (KFin) with effect from 24 February 2022. All share registry services are now handled by KFin.

All physical transfers (to the extent permitted), transmission, transposition, issue of duplicate share certificate(s), issue of demand drafts in lieu of dividend warrants, etc. as well as requests for dematerialisation/rematerialisation are being processed in periodical cycles at KFin. Work related to dematerialisation/rematerialisation is handled by KFin through connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Date of record date

The Company has fixed Friday, 1 July 2022 as the ‘Record Date’ for the purpose of determining the members eligible to receive dividend for the financial year 2021-22.

Dividend and date of dividend payment

The Board of Directors has proposed a dividend of ₹ 140 per equity share (1400%) of the face value of ₹ 10 for the financial year 2021-22, subject to approval of members at the ensuing AGM as against ₹ 140 per equity share (1400%) for the previous year.

Dividend on equity shares, if declared, at the AGM, will be credited/dispatched on 30 July 2022, as under:

  1. to all those shareholders holding shares in physical form, as per the details provided to the Company by the share transfer agent of the Company i.e., KFin, as on closing hours on Friday, 1 July 2022; and
  2. to all those beneficial owners holding shares in electronic form as per beneficial ownership details provided to the Company by NSDL and CDSL, as of the closing hours of the day on Friday, 1 July 2022

Payment of dividend

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations, 2015) read with SEBI circular dated 20 April 2018, require companies to use any electronic mode of payment approved by the Reserve Bank of India (RBI) for making payment to shareholders. Accordingly, the dividend, if declared, will be paid through electronic mode, where the bank account details of members are available. Where dividend payments are made through electronic mode, intimation regarding such remittance will be sent separately to the shareholders.

Pursuant to the circular mentioned above, the Company has written to shareholders holding shares in physical form requesting them to furnish details regarding their PAN and also their bank details for payment of dividend through electronic mode. Those shareholders who are yet to respond to the Company’s appeal in this regard are again requested to take action on this matter at the earliest.

Members are requested to submit PAN, contact details, Bank account details and specimen signature (as applicable) to their Depository Participant (DP) in case of holding in dematerialised form or to KFin (through Form ISR-1, Form ISR-2) in case of holdings in physical form. The said forms can be downloaded from the website of the Company at https://www.bajajauto.com/investors/miscellaneousand RTA at https://ris.kfintech.com/clientservices/isc/default.aspx

To enable payment of dividend through electronic mode, members holding shares in physical form are requested to furnish, on or before 1 July 2022, updated particulars of their bank accounts to KFin along with a photocopy of a cancelled cheque of the bank account and self-attested copy of PAN card.

Beneficial owners holding shares in electronic form are requested to furnish their bank account details to their respective depository participants and ensure that such changes are recorded by them correctly before 1 July 2022. The request to update particulars of bank account should be signed as per the specimen signature registered with KFin/depository participants, as the case may be.

Tax deducted at source (TDS) on dividend

Pursuant to the changes introduced by the Finance Act, 2020, w.e.f. 1 April 2020 as in the previous year, there will be no Dividend Distribution Tax payable by the Company. The dividend, declared, will be taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates. The TDS rate would vary depending on the residential status of the shareholders and the documents submitted by them and accepted by the Company. For the detailed process and formats of declaration, please refer to FAQs on Tax Deduction at Source on Dividends available on the Company’s website at https://www.bajajauto.com/investors/dividend

Unclaimed dividends

As per section 124(5) of Companies Act, 2013, any money transferred by the Company to the unpaid dividend account and remaining unclaimed for a period of seven years from the date of such transfer shall be transferred to a fund called the Investor Education and Protection Fund (the ‘Fund’) set up by the Central Government.

Accordingly, unpaid/unclaimed dividend for the financial years 2007-08 to 2013-14 has been already transferred by the Company to this said Fund from September 2015 onwards.

Unclaimed dividend amounting to ₹ 12,450,100/-in respect of financial year 2013-14 was transferred to the Fund in compliance with the provisions of section 125 of the Act.

Unpaid/unclaimed dividend for the financial year 2014-15 shall become due for transfer to the Fund in August/September 2022. Members are requested to verify their records and send their claim, if any, for the 2014-15, before such amount becomes due for transfer. Communications are being sent to members, who have not yet claimed dividend for 2014-15, requesting them to claim the same as well as unpaid dividend, if any, for subsequent years.

As a measure to reduce the unclaimed dividend, efforts are being made on an ongoing basis to reach out to shareholders requesting them to submit necessary documents to enable them to claim their unpaid or unclaimed dividend.

The following are the details of unclaimed dividends which are due to be transferred to the Fund in the coming years including current year. Once again, members who have not claimed the dividends till date are requested to verify their records and send their claim, if any, before the same becomes due for transfer as per the table given below.

The Company has uploaded details of unclaimed dividend on its website at www.bajajauto.com and also on website specified by the Ministry of Corporate Affairs www.iepf.gov.in/IEPF/service

Transfer of shares to IEPF

Pursuant to section 124(6) of Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (the ‘IEPF Rules’), all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to the IEPF, within 30 days of such shares becoming due for transfer.

Accordingly, the Company will send individual letters through ordinary/speed post and e-mail to such shareholders, whose dividend from the year 2014-15 has remained unclaimed, requesting them to claim the amount of unpaid dividend on or before the date on which Company must transfer the related shares to the demat account of IEPF. The Company also publishes, on an annual basis, a notice in the newspapers intimating the members regarding the said transfer. These details are also made available on the Company’s website www.bajajauto.com

During the year under review, the Company transferred 6,469 (previous year: 6,422) equity shares of the face value of ₹10 each relating to 45 shareholders (previous year: 22) to the demat Account of the IEPF Authority held with NSDL/CDSL. Details of such shareholders, whose shares are transferred to IEPF and their unpaid dividends for subsequent years are available on the website of the Company at www.bajajauto.com

Shareholders can claim such unpaid dividends and underlying shares transferred to the Fund by following the procedure prescribed in the IEPF Rules. A link to the procedure to claim is available on the Company’s website at www.bajajauto.com

Shareholders are requested to get in touch with the compliance officer for further details on the subject at investors@bajajauto.co.in

Share transfer system

SEBI’s amended regulation 40 of the Listing Regulations, 2015, prohibits the transfer of securities (except transmission or transposition of shares) in physical form from 1 April 2019. Accordingly, the Company has sent letters to members holding shares in physical form advising them to dematerialise their holdings.

Thereafter, SEBI had fixed 31 March 2021 as the cut-off date for re-lodgement of deficient transfer deeds. Thus, with effect from 1 April 2021, share transfers in physical form are prohibited under any circumstances and the same shall be processed only in dematerialised form.

SEBI vide its circular dated 25 January 2022 has provided the guidelines to issue the securities in dematerialised form by issue a ‘Letter of Confirmation’ in lieu of physical securities certificates to the securities holder/claimant within 30 days of its receipt of such request after removing objections, if any.

Share transfers received by the share transfer agent/Company are registered within 15 days from the date of receipt, provided the documents are complete in all respects. The total number of shares transferred in the physical category during 2021-22 due to transmission/deletion of name cases etc. was 117,310 shares versus 55,436 shares during 2020-21. Such details were placed before the Board on a quarterly basis.

Dematerialisation/Rematerialisation of shares

During 2021-22, 2,03,001 shares were dematerialised, versus, 51,350 shares in 2020-21. 25 shares were rematerialised during 2021-22 versus Nil shares in 2020-21. Shares held in physical and electronic mode as on 31 March 2022 are in Table 1.

Stock code

1. BSE Ltd., Mumbai

532977

2. National Stock Exchange of India Ltd.

BAJAJ-AUTO

3. ISIN for depositories (NSDL and CDSL)

INE917I01010

4. Bloomberg

BJAUT.IN

5. Reuters

BAJA.BO

Listing on stock exchanges

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

Name

Address

1. BSE Ltd. (BSE)

1st Floor, New Trading Ring Rotunda Building, P J Tower Dalal Street, Fort, Mumbai 400 001.

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

Exchange Plaza, 5th Floor Plot No. C-1, G Block Bandra-Kurla Complex Bandra (East), Mumbai 400 051.

Pursuant to the SEBI Listing Regulations, 2015 the Company has entered into a Uniform Listing Agreement with BSE and NSE. For FY2022, the listing fees payable to these stock exchanges have been paid in full.

Market price data

Table 2: Monthly highs and lows of Company’s shares in FY2022 (K vis-à-vis BSE Sensex)

BSE

NSE

Closing BSE Sensex

Month

High

Low

High

Low

Apr-21

3,964.25

3,445.90

3,966.35

3,447.00

48,782.36

May-21

4,265.00

3,786.00

4,274.00

3,784.10

51,937.44

Jun-21

4,347.95

4,030.40

4,347.00

4,030.00

52,482.71

Jul-21

4,250.00

3,750.00

4,250.00

3,750.00

52,586.84

Aug-21

3,898.90

3,648.55

3,898.90

3,647.15

57,552.39

Sep-21

3,950.00

3,682.95

3,944.80

3,680.00

59,126.36

Oct-21

4,047.05

3,664.35

4,050.00

3,665.00

59,306.93

Nov-21

3,843.50

3,223.00

3,845.00

3,223.05

57,064.87

Dec-21

3,372.70

3,028.35

3,372.45

3,027.05

58,253.82

Jan-22

3,585.00

3,251.25

3,585.65

3,251.50

58,014.17

Feb-22

3,660.00

3,422.15

3,660.00

3,435.00

56,247.28

Mar-22

3,736.20

3,125.80

3,737.00

3,125.00

58,568.51

Distribution of shareholding

Table 3 gives details about the pattern of shareholding across various categories as on 31 March 2022, while Table 4 gives the data according to size classes.

Table 3: Distribution of shareholdings across categories

As on 31 March 2022

As on 31 March 2021

Categories

No. of shares

% to total capital

No. of shares

% to total capital

Promoters

155,580,109

53.76

155,389,904

53.70

Friends and associates of promoters

22,001,460

7.60

22,348,700

7.73

FPIs/FIIs

30,347,903

10.49

34,701,018

11.99

Public Financial Institutions

23,938,071

8.27

25,638,567

8.86

Mutual Funds

13,884,292

4.80

9,852,302

3.40

Nationalised and other banks

306,397

0.11

67,109

0.02

NRIs and OCBs

18,85,601

0.65

1,304,665

0.45

Others

41,423,187

14.32

40,064,755

13.85

Total

289,367,020

100.00

289,367,020

100.00

Table 4: Distribution of shareholding according to size class as on 31 March 2022

No. of shareholders

Shares held in each class

Category

Number

%

Number

%

1 to 500

2,33,103

97.17

62,57,015

2.16

501 to 1000

2,366

0.99

17,48,258

0.60

1001 to 2000

1,448

0.60

21,03,880

0.73

2001 to 3000

693

0.29

17,25,810

0.60

3001 to 4000

381

0.16

13,36,672

0.46

4001 to 5000

284

0.12

12,92,268

0.45

5001 to 10000

613

0.26

43,72,350

1.51

10001 and above

987

0.41

27,05,30,767

93.49

Total

2,39,875

100.00

28,93,67,020

100.00

Shareholders’ and investors’ grievances

The Board of Directors of the Company has a stakeholders relationship committee to specifically look into and resolve grievances of security-holders on various matters.

Routine queries/complaints received from shareholders are promptly attended to and replied. Queries/complaints received during FY2022 were relating to non-receipt of dividend by warrants as well as through electronic clearing service, TDS matters, clarification on holdings, non-receipt of annual report, and change of address and/or bank particulars. As on 31 March 2022, there was no pending issue to be addressed or resolved.

During the year, letters were received from SEBI/the Registrar of Companies (ROC)/Stock Exchanges/Investors concerning twelve complaints filed by the shareholders on various matters. For each of these complaints, replies were sent to SEBI/ROC/Stock Exchanges/Investors in the prescribed format and no action remained to be taken on the Company’s side at the year end.

Green initiative

The Company believes in driving environmental initiatives. As a step in this direction, it availed of special services offered by NSDL/CDSL to update email addresses of shareholders holding shares with depository participant registered with these entities and who have not registered their email addresses. This will enable such shareholders to immediately receive various email communication from the Company from time to time including the Annual Report, dividend credit intimation, half-yearly communication etc. Shareholders who have not updated their email, are requested to do so by sending a request to the Company/KFin or their respective depository participant.

Also, the company has availed of the special services offered by NSDL/CDSL for sending SMS per demat account where email address is not registered.

KPRISM: a mobile service application by KFIN

Members should note that our share transfer agent, KFin, has launched a mobile app KPRISM and a website https://kprism.kfintech.com for our investors. Members can download the mobile app and see their portfolios serviced by KFin; check their dividend status; request for annual reports; register change of address; register change in the bank account or update the bank mandate; and download the standard forms. This android mobile application can be downloaded from the Google Play Store.

Demat suspense account with HDFC Bank for unclaimed shares

In accordance with the provisions contained in clause 5A of the erstwhile Listing Agreement (corresponding to regulation 39(4) of the SEBI Listing Regulations, 2015) as amended by SEBI through its circular dated 16 December 2010, the Company, during 2011-12, had sent three reminders to such shareholders whose shares were lying ‘undelivered/unclaimed’ with the Company; and then followed it by opening of the unclaimed share suspense demat account titled ‘Bajaj Auto Ltd. – Unclaimed Suspense Account’ with the HDFC Bank in April 2012.

After completing the necessary formalities, 44,375 shares held by 148 shareholders were transferred to this suspense account in April 2012. Voting rights on such shares remain frozen till the rightful owner claims these shares.

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

The summary of this account for FY2022 is as follows:

Sr. No.

Particulars

No. of shareholders

No. of shares

i.

Aggregate no. of shareholders and the outstanding shares lying in the Unclaimed Suspense Account as on 1 April 2021

20

2,192

ii.

No. of shareholders who approached the Company for transfer of shares from the Unclaimed Suspense Account during the year 2021-22

–

–

iii.

No. of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year 2021-22

–

–

iv.

No. of shares transferred to IEPF Authority during the year 2021-22

–

–

v.

Aggregate no. of shareholders and the outstanding shares lying in the Unclaimed Suspense Account as on 31 March 2022

20

2,192

Nomination

Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in the case of death of the registered shareholder(s) to avoid the lengthy process of transmission of shares.

Details of nomination shall be furnished through hard copy or electronic mode with e-signatures as follows:

i. Either,

  • Nomination through Form SH-13 as provided in the Rules 19(1) of Companies (Shares capital and debenture) Rules, 2014 or
  • ‘Declaration to Opt-out’, as per Form ISR-3

ii. In case of cancellation of nomination by the holder(s) through Form SH-14, then ‘Declaration to Opt-out’ shall be provided by the shareholder(s)

iii. Securities holder(s) can change their nominee through Form SH-14

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

The said forms can be downloaded from the website of the Company at https://www.bajajauto.com/investors/miscellaneous and RTA athttps://ris.kfintech.com/clientservices/isc/default.aspx

Issuance of Securities in dematerialised form in case of Investor Service Requests

Pursuant to SEBI vide its circulars SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3 November 2021 and SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25 January 2022 has introduced common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination and has mandated that the listed Companies shall henceforth issue the securities in dematerialised form only, while processing the following service requests:

  • Issue of Duplicate securities certificate;
  • Claim from Unclaimed Suspense account;
  • Renewal/Exchange of securities certificate;
  • Endorsement;
  • Sub-division/Splitting of securities certificate;
  • Consolidation of securities certificates/folios;
  • Transmission;
  • Transposition.

For enabling the shareholders to demat their securities, the Registrar and Share transfer Agent shall issue a ‘Letter of Confirmation’ in lieu of physical share certificates to shareholders for enabling them to dematerialise the securities.

Also, all holders of physical securities of the Company are mandatorily required to furnish the following documents/details to the RTA i.e., KFin Technologies Ltd.

Form

Purpose

Form-ISR-1

For registering PAN, KYC details or changes/updation

Form-ISR-2

Confirmation of signature of securities holder by the Banker

Form-ISR-3

Opting out of nomination by physical securities holders

Form-SH-14

Cancellation or Variation of nomination

In view of the above, the Company has sent communication to 834 shareholders who hold securities in physical form.

The said forms can be downloaded from the website of the Company at https://www.bajajauto.com/investors/miscellaneous and RTA at https://ris.kfintech.com/clientservices/isc/default.aspx

Credit Rating

The Company has neither issued any debt instruments nor undertaken any fixed deposit programme or any scheme or proposal involving mobilisation of funds, whether in India or abroad. However, it has obtained on 29 July 2021 ‘AAA/Stable’ rating for long-term and ‘A1+’ rating for short-term bank facilities of the Company from CRISIL. Further, in response to letter dated 19 August 2020 of the Company, CRISIL vide its letter dated 31 August 2020 has withdrawn “FAAA/Stable” rating on the fixed deposits of the Company, since there are no public fixed deposits lying with the Company.

Live webcast of AGM

Pursuant to regulation 44(6) of the SEBI Regulations, 2015, top 100 listed entities shall, with effect from 1 April 2019, provide one-way live webcast of the proceedings of their AGM. Accordingly, as in the previous year, the Company has entered into an arrangement with KFin to facilitate live webcast of the proceedings of the ensuing 15th AGM scheduled on 26 July 2022.

Members who are entitled to participate in the 15th AGM can view the proceedings of AGM by logging on to the e-voting website of KFin at https://emeetings.kfintech.com/ using secure login credentials provided for e-voting.

AGM through VC

Pursuant to MCA circular, the Company will also provide two-way video conferencing or webex facility to members to participate in the 15th AGM. For details, refer the Notice of the AGM, which is on the Company’s website at https://www.bajajauto.com/investors/financial-and-operational-performance and on the website of the stock exchanges.

Voting through electronic means

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

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

The shareholders will therefore be able to exercise their voting rights on the items put up in the Notice of AGM, through e-voting. Further, in accordance with the Companies (Management and Administration) Rules, 2014 and MCA circulars, the Company will also provide e-voting facility for members attending the AGM through VC or OAVM.

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

The cut-off date, as per the said Rules, shall be 19 July 2022 and the remote e-voting shall be open for a period of three days, from 23 July 2022 (9.00 a.m.) till 25 July 2022 (5.00 p.m.). The Board has appointed Shyamprasad D Limaye, Practising Company Secretary as the scrutiniser for the e-voting process.

The detailed procedure is given in the Notice of the 15th AGM and is also placed on the Company’s website at https://www.bajajauto.com/investors/financial-and-operational-performance

Outstanding convertible instruments/ADRs/GDRs/warrants

The Company does not have any outstanding convertible instruments/ADRs/GDRs/warrants as on date of this report.

Plant locations

Bajaj Auto has plants located at the following places:

1. Mumbai-Pune Road, Akurdi, Pune 411 035 (Maharashtra)

2. Bajaj Nagar, Waluj, Aurangabad 431 136 (Maharashtra)

3. MIDC, Plot No. A1, Mahalunge Village, Chakan 410 501 Dist. Pune (Maharashtra)

4. Plot No. 2, Sector-10, IIE Pantnagar, Udhamsinghnagar 263 531 (Uttarakhand)

Address for correspondence

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

Share transfer agent

KFin Technologies Ltd.

(previously known as KFin Technologies Pvt. Ltd.)

Unit: Bajaj Auto Ltd.

Selenium Tower B, Plot No. 31and 32,

Financial District, Nanakramguda,

Serilingampally Mandal,

Hyderabad 500 032, Telangana.

Contact persons

Bhaskar Roy

Mohd. Mohsinuddin

Tel. No: (040) 6716 2222

Fax No: (040) 2300 1153

Toll free No: 1800 309 4001

Email: einward.ris@kfintech.com

Website: www.kfintech.com or https://ris.kfintech.com/

Company

Bajaj Auto Ltd.

Mumbai-Pune Road,

Akurdi, Pune 411 035.

Company Secretary and Compliance Officer

Dr. J Sridhar

Tel. No: (020) 6610 6503

Fax No: (020) 2740 7380

Email: investors@bajajauto.co.in

Website: www.bajajauto.com

Shareholders may get in touch with the company secretary for further assistance.

GENERAL_SHAREHOLDER_INFORMATION

GENERAL SHAREHOLDER INFORMATION

15th Annual General Meeting (AGM)

Date

26 July 2022

Time

2.00 p.m.

Venue/Mode

The Company is conducting meeting through video conferencing (VC) / other audio-visual means (OAVM) pursuant to Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI) circulars. For details, please refer to the Notice of AGM.

Financial Year

1 April to 31 March

Share transfer agent

The Company appointed Karvy Computershare Pvt. Ltd., as its registrar and share transfer agent. Accordingly, processing of share transfer/dematerialisation/rematerialisation and allied activities were outsourced to it with effect from 10 July 2008.

All operations of Karvy Computershare Pvt. Ltd. were transferred to Karvy Fintech Pvt. Ltd. with effect from 17 November 2018. The name of Karvy Fintech Pvt. Ltd. was changed to KFin Technologies Pvt. Ltd. (KFin) with effect from 5 December 2019. Further pursuant to conversion of status from private limited company to public limited company, the name of KFin Technologies Pvt. Ltd. was changed to KFin Technologies Ltd. (KFin) with effect from 24 February 2022. All share registry services are now handled by KFin.

All physical transfers (to the extent permitted), transmission, transposition, issue of duplicate share certificate(s), issue of demand drafts in lieu of dividend warrants, etc. as well as requests for dematerialisation/rematerialisation are being processed in periodical cycles at KFin. Work related to dematerialisation/rematerialisation is handled by KFin through connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

Date of record date

The Company has fixed Friday, 1 July 2022 as the ‘Record Date’ for the purpose of determining the members eligible to receive dividend for the financial year 2021-22.

Dividend and date of dividend payment

The Board of Directors has proposed a dividend of ₹ 140 per equity share (1400%) of the face value of ₹ 10 for the financial year 2021-22, subject to approval of members at the ensuing AGM as against ₹ 140 per equity share (1400%) for the previous year.

Dividend on equity shares, if declared, at the AGM, will be credited/dispatched on 30 July 2022, as under:

  1. to all those shareholders holding shares in physical form, as per the details provided to the Company by the share transfer agent of the Company i.e., KFin, as on closing hours on Friday, 1 July 2022; and
  2. to all those beneficial owners holding shares in electronic form as per beneficial ownership details provided to the Company by NSDL and CDSL, as of the closing hours of the day on Friday, 1 July 2022

Payment of dividend

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations, 2015) read with SEBI circular dated 20 April 2018, require companies to use any electronic mode of payment approved by the Reserve Bank of India (RBI) for making payment to shareholders. Accordingly, the dividend, if declared, will be paid through electronic mode, where the bank account details of members are available. Where dividend payments are made through electronic mode, intimation regarding such remittance will be sent separately to the shareholders.

Pursuant to the circular mentioned above, the Company has written to shareholders holding shares in physical form requesting them to furnish details regarding their PAN and also their bank details for payment of dividend through electronic mode. Those shareholders who are yet to respond to the Company’s appeal in this regard are again requested to take action on this matter at the earliest.

Members are requested to submit PAN, contact details, Bank account details and specimen signature (as applicable) to their Depository Participant (DP) in case of holding in dematerialised form or to KFin (through Form ISR-1, Form ISR-2) in case of holdings in physical form. The said forms can be downloaded from the website of the Company at https://www.bajajauto.com/investors/miscellaneousand RTA at https://ris.kfintech.com/clientservices/isc/default.aspx

To enable payment of dividend through electronic mode, members holding shares in physical form are requested to furnish, on or before 1 July 2022, updated particulars of their bank accounts to KFin along with a photocopy of a cancelled cheque of the bank account and self-attested copy of PAN card.

Beneficial owners holding shares in electronic form are requested to furnish their bank account details to their respective depository participants and ensure that such changes are recorded by them correctly before 1 July 2022. The request to update particulars of bank account should be signed as per the specimen signature registered with KFin/depository participants, as the case may be.

Tax deducted at source (TDS) on dividend

Pursuant to the changes introduced by the Finance Act, 2020, w.e.f. 1 April 2020 as in the previous year, there will be no Dividend Distribution Tax payable by the Company. The dividend, declared, will be taxable in the hands of the shareholders subject to tax deduction at source at the applicable rates. The TDS rate would vary depending on the residential status of the shareholders and the documents submitted by them and accepted by the Company. For the detailed process and formats of declaration, please refer to FAQs on Tax Deduction at Source on Dividends available on the Company’s website at https://www.bajajauto.com/investors/dividend

Unclaimed dividends

As per section 124(5) of Companies Act, 2013, any money transferred by the Company to the unpaid dividend account and remaining unclaimed for a period of seven years from the date of such transfer shall be transferred to a fund called the Investor Education and Protection Fund (the ‘Fund’) set up by the Central Government.

Accordingly, unpaid/unclaimed dividend for the financial years 2007-08 to 2013-14 has been already transferred by the Company to this said Fund from September 2015 onwards.

Unclaimed dividend amounting to ₹ 12,450,100/-in respect of financial year 2013-14 was transferred to the Fund in compliance with the provisions of section 125 of the Act.

Unpaid/unclaimed dividend for the financial year 2014-15 shall become due for transfer to the Fund in August/September 2022. Members are requested to verify their records and send their claim, if any, for the 2014-15, before such amount becomes due for transfer. Communications are being sent to members, who have not yet claimed dividend for 2014-15, requesting them to claim the same as well as unpaid dividend, if any, for subsequent years.

As a measure to reduce the unclaimed dividend, efforts are being made on an ongoing basis to reach out to shareholders requesting them to submit necessary documents to enable them to claim their unpaid or unclaimed dividend.

The following are the details of unclaimed dividends which are due to be transferred to the Fund in the coming years including current year. Once again, members who have not claimed the dividends till date are requested to verify their records and send their claim, if any, before the same becomes due for transfer as per the table given below.

The Company has uploaded details of unclaimed dividend on its website at www.bajajauto.com and also on website specified by the Ministry of Corporate Affairs www.iepf.gov.in/IEPF/service

Transfer of shares to IEPF

Pursuant to section 124(6) of Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (the ‘IEPF Rules’), all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to the IEPF, within 30 days of such shares becoming due for transfer.

Accordingly, the Company will send individual letters through ordinary/speed post and e-mail to such shareholders, whose dividend from the year 2014-15 has remained unclaimed, requesting them to claim the amount of unpaid dividend on or before the date on which Company must transfer the related shares to the demat account of IEPF. The Company also publishes, on an annual basis, a notice in the newspapers intimating the members regarding the said transfer. These details are also made available on the Company’s website www.bajajauto.com

During the year under review, the Company transferred 6,469 (previous year: 6,422) equity shares of the face value of ₹10 each relating to 45 shareholders (previous year: 22) to the demat Account of the IEPF Authority held with NSDL/CDSL. Details of such shareholders, whose shares are transferred to IEPF and their unpaid dividends for subsequent years are available on the website of the Company at www.bajajauto.com

Shareholders can claim such unpaid dividends and underlying shares transferred to the Fund by following the procedure prescribed in the IEPF Rules. A link to the procedure to claim is available on the Company’s website at www.bajajauto.com

Shareholders are requested to get in touch with the compliance officer for further details on the subject at investors@bajajauto.co.in

Share transfer system

SEBI’s amended regulation 40 of the Listing Regulations, 2015, prohibits the transfer of securities (except transmission or transposition of shares) in physical form from 1 April 2019. Accordingly, the Company has sent letters to members holding shares in physical form advising them to dematerialise their holdings.

Thereafter, SEBI had fixed 31 March 2021 as the cut-off date for re-lodgement of deficient transfer deeds. Thus, with effect from 1 April 2021, share transfers in physical form are prohibited under any circumstances and the same shall be processed only in dematerialised form.

SEBI vide its circular dated 25 January 2022 has provided the guidelines to issue the securities in dematerialised form by issue a ‘Letter of Confirmation’ in lieu of physical securities certificates to the securities holder/claimant within 30 days of its receipt of such request after removing objections, if any.

Share transfers received by the share transfer agent/Company are registered within 15 days from the date of receipt, provided the documents are complete in all respects. The total number of shares transferred in the physical category during 2021-22 due to transmission/deletion of name cases etc. was 117,310 shares versus 55,436 shares during 2020-21. Such details were placed before the Board on a quarterly basis.

Dematerialisation/Rematerialisation of shares

During 2021-22, 2,03,001 shares were dematerialised, versus, 51,350 shares in 2020-21. 25 shares were rematerialised during 2021-22 versus Nil shares in 2020-21. Shares held in physical and electronic mode as on 31 March 2022 are in Table 1.

Stock code

1. BSE Ltd., Mumbai

532977

2. National Stock Exchange of India Ltd.

BAJAJ-AUTO

3. ISIN for depositories (NSDL and CDSL)

INE917I01010

4. Bloomberg

BJAUT.IN

5. Reuters

BAJA.BO

Listing on stock exchanges

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

Name

Address

1. BSE Ltd. (BSE)

1st Floor, New Trading Ring Rotunda Building, P J Tower Dalal Street, Fort, Mumbai 400 001.

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

Exchange Plaza, 5th Floor Plot No. C-1, G Block Bandra-Kurla Complex Bandra (East), Mumbai 400 051.

Pursuant to the SEBI Listing Regulations, 2015 the Company has entered into a Uniform Listing Agreement with BSE and NSE. For FY2022, the listing fees payable to these stock exchanges have been paid in full.

Market price data

Distribution of shareholding

Table 3 gives details about the pattern of shareholding across various categories as on 31 March 2022, while Table 4 gives the data according to size classes.

Shareholders’ and investors’ grievances

The Board of Directors of the Company has a stakeholders relationship committee to specifically look into and resolve grievances of security-holders on various matters.

Routine queries/complaints received from shareholders are promptly attended to and replied. Queries/complaints received during FY2022 were relating to non-receipt of dividend by warrants as well as through electronic clearing service, TDS matters, clarification on holdings, non-receipt of annual report, and change of address and/or bank particulars. As on 31 March 2022, there was no pending issue to be addressed or resolved.

During the year, letters were received from SEBI/the Registrar of Companies (ROC)/Stock Exchanges/Investors concerning twelve complaints filed by the shareholders on various matters. For each of these complaints, replies were sent to SEBI/ROC/Stock Exchanges/Investors in the prescribed format and no action remained to be taken on the Company’s side at the year end.

Green initiative

The Company believes in driving environmental initiatives. As a step in this direction, it availed of special services offered by NSDL/CDSL to update email addresses of shareholders holding shares with depository participant registered with these entities and who have not registered their email addresses. This will enable such shareholders to immediately receive various email communication from the Company from time to time including the Annual Report, dividend credit intimation, half-yearly communication etc. Shareholders who have not updated their email, are requested to do so by sending a request to the Company/KFin or their respective depository participant.

Also, the company has availed of the special services offered by NSDL/CDSL for sending SMS per demat account where email address is not registered.

KPRISM: a mobile service application by KFIN

Members should note that our share transfer agent, KFin, has launched a mobile app KPRISM and a website https://kprism.kfintech.com for our investors. Members can download the mobile app and see their portfolios serviced by KFin; check their dividend status; request for annual reports; register change of address; register change in the bank account or update the bank mandate; and download the standard forms. This android mobile application can be downloaded from the Google Play Store.

Demat suspense account with HDFC Bank for unclaimed shares

In accordance with the provisions contained in clause 5A of the erstwhile Listing Agreement (corresponding to regulation 39(4) of the SEBI Listing Regulations, 2015) as amended by SEBI through its circular dated 16 December 2010, the Company, during 2011-12, had sent three reminders to such shareholders whose shares were lying ‘undelivered/unclaimed’ with the Company; and then followed it by opening of the unclaimed share suspense demat account titled ‘Bajaj Auto Ltd. – Unclaimed Suspense Account’ with the HDFC Bank in April 2012.

After completing the necessary formalities, 44,375 shares held by 148 shareholders were transferred to this suspense account in April 2012. Voting rights on such shares remain frozen till the rightful owner claims these shares.

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

The summary of this account for FY2022 is as follows:

Sr. No.

Particulars

No. of shareholders

No. of shares

i.

Aggregate no. of shareholders and the outstanding shares lying in the Unclaimed Suspense Account as on 1 April 2021

20

2,192

ii.

No. of shareholders who approached the Company for transfer of shares from the Unclaimed Suspense Account during the year 2021-22

–

–

iii.

No. of shareholders to whom shares were transferred from the Unclaimed Suspense Account during the year 2021-22

–

–

iv.

No. of shares transferred to IEPF Authority during the year 2021-22

–

–

v.

Aggregate no. of shareholders and the outstanding shares lying in the Unclaimed Suspense Account as on 31 March 2022

20

2,192

Nomination

Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in the case of death of the registered shareholder(s) to avoid the lengthy process of transmission of shares.

Details of nomination shall be furnished through hard copy or electronic mode with e-signatures as follows:

i. Either,

  • Nomination through Form SH-13 as provided in the Rules 19(1) of Companies (Shares capital and debenture) Rules, 2014 or
  • ‘Declaration to Opt-out’, as per Form ISR-3

ii. In case of cancellation of nomination by the holder(s) through Form SH-14, then ‘Declaration to Opt-out’ shall be provided by the shareholder(s)

iii. Securities holder(s) can change their nominee through Form SH-14

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

The said forms can be downloaded from the website of the Company at https://www.bajajauto.com/investors/miscellaneous and RTA athttps://ris.kfintech.com/clientservices/isc/default.aspx

Issuance of Securities in dematerialised form in case of Investor Service Requests

Pursuant to SEBI vide its circulars SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3 November 2021 and SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25 January 2022 has introduced common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination and has mandated that the listed Companies shall henceforth issue the securities in dematerialised form only, while processing the following service requests:

  • Issue of Duplicate securities certificate;
  • Claim from Unclaimed Suspense account;
  • Renewal/Exchange of securities certificate;
  • Endorsement;
  • Sub-division/Splitting of securities certificate;
  • Consolidation of securities certificates/folios;
  • Transmission;
  • Transposition.

For enabling the shareholders to demat their securities, the Registrar and Share transfer Agent shall issue a ‘Letter of Confirmation’ in lieu of physical share certificates to shareholders for enabling them to dematerialise the securities.

Also, all holders of physical securities of the Company are mandatorily required to furnish the following documents/details to the RTA i.e., KFin Technologies Ltd.

Form

Purpose

Form-ISR-1

For registering PAN, KYC details or changes/updation

Form-ISR-2

Confirmation of signature of securities holder by the Banker

Form-ISR-3

Opting out of nomination by physical securities holders

Form-SH-14

Cancellation or Variation of nomination

In view of the above, the Company has sent communication to 834 shareholders who hold securities in physical form.

The said forms can be downloaded from the website of the Company at https://www.bajajauto.com/investors/miscellaneous and RTA at https://ris.kfintech.com/clientservices/isc/default.aspx

Credit Rating

The Company has neither issued any debt instruments nor undertaken any fixed deposit programme or any scheme or proposal involving mobilisation of funds, whether in India or abroad. However, it has obtained on 29 July 2021 ‘AAA/Stable’ rating for long-term and ‘A1+’ rating for short-term bank facilities of the Company from CRISIL. Further, in response to letter dated 19 August 2020 of the Company, CRISIL vide its letter dated 31 August 2020 has withdrawn “FAAA/Stable” rating on the fixed deposits of the Company, since there are no public fixed deposits lying with the Company.

Live webcast of AGM

Pursuant to regulation 44(6) of the SEBI Regulations, 2015, top 100 listed entities shall, with effect from 1 April 2019, provide one-way live webcast of the proceedings of their AGM. Accordingly, as in the previous year, the Company has entered into an arrangement with KFin to facilitate live webcast of the proceedings of the ensuing 15th AGM scheduled on 26 July 2022.

Members who are entitled to participate in the 15th AGM can view the proceedings of AGM by logging on to the e-voting website of KFin at https://emeetings.kfintech.com/ using secure login credentials provided for e-voting.

AGM through VC

Pursuant to MCA circular, the Company will also provide two-way video conferencing or webex facility to members to participate in the 15th AGM. For details, refer the Notice of the AGM, which is on the Company’s website at https://www.bajajauto.com/investors/financial-and-operational-performance and on the website of the stock exchanges.

Voting through electronic means

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

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

The shareholders will therefore be able to exercise their voting rights on the items put up in the Notice of AGM, through e-voting. Further, in accordance with the Companies (Management and Administration) Rules, 2014 and MCA circulars, the Company will also provide e-voting facility for members attending the AGM through VC or OAVM.

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

The cut-off date, as per the said Rules, shall be 19 July 2022 and the remote e-voting shall be open for a period of three days, from 23 July 2022 (9.00 a.m.) till 25 July 2022 (5.00 p.m.). The Board has appointed Shyamprasad D Limaye, Practising Company Secretary as the scrutiniser for the e-voting process.

The detailed procedure is given in the Notice of the 15th AGM and is also placed on the Company’s website at https://www.bajajauto.com/investors/financial-and-operational-performance

Outstanding convertible instruments/ADRs/GDRs/warrants

The Company does not have any outstanding convertible instruments/ADRs/GDRs/warrants as on date of this report.

Plant locations

Bajaj Auto has plants located at the following places:

1. Mumbai-Pune Road, Akurdi, Pune 411 035 (Maharashtra)

2. Bajaj Nagar, Waluj, Aurangabad 431 136 (Maharashtra)

3. MIDC, Plot No. A1, Mahalunge Village, Chakan 410 501 Dist. Pune (Maharashtra)

4. Plot No. 2, Sector-10, IIE Pantnagar, Udhamsinghnagar 263 531 (Uttarakhand)

Address for correspondence

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

Share transfer agent

KFin Technologies Ltd.

(previously known as KFin Technologies Pvt. Ltd.)

Unit: Bajaj Auto Ltd.

Selenium Tower B, Plot No. 31and 32,

Financial District, Nanakramguda,

Serilingampally Mandal,

Hyderabad 500 032, Telangana.

Contact persons

Bhaskar Roy

Mohd. Mohsinuddin

Tel. No: (040) 6716 2222

Fax No: (040) 2300 1153

Toll free No: 1800 309 4001

Email: einward.ris@kfintech.com

Website: www.kfintech.com or https://ris.kfintech.com/

Company

Bajaj Auto Ltd.

Mumbai-Pune Road,

Akurdi, Pune 411 035.

Company Secretary and Compliance Officer

Dr. J Sridhar

Tel. No: (020) 6610 6503

Fax No: (020) 2740 7380

Email: investors@bajajauto.co.in

Website: www.bajajauto.com

Shareholders may get in touch with the company secretary for further assistance.