Bajaj Finserv Ltd

The directors present their fifth annual report and the audited statements of accountsfor the year ended 31 March 2012.

Financial results

The financial results of the Company are elaborated in the annexed ManagementDiscussion and Analysis Report.

The highlights of the Standalone Financial Results are as under:

( Rs. In Crore)

The highlights of the Consolidated Financial Results are as under:

( Rs. In Crore)

(Rs. In Crore)

Dividend

The directors recommend for consideration of the shareholders at the ensuing annualgeneral meeting, payment of a dividend of Rs. 1.50 per share (30 per cent) for the yearended 31 March 2012. The amount of dividend and the tax thereon aggregates to Rs. 21.70crore.

Dividend paid for the year ended 31 March 2011 was Rs. 1.25 per share (25 per cent).The amount of dividend and the tax thereon aggregated to Rs. 18.09 crore.

Registration as a Systemically Important Non-Deposit taking NBFC

Your company has been registered on 30 October 2009 by Reserve Bank of India as aNon-Banking Financial Institution (non-deposit taking). In terms of provisions ofNon-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions, 2007, your company is categorised as a ‘systemicallyimportant non-deposit taking non-banking financial company’ having total assets ofRs. 100 crore and above. The company does not hold nor does it accept deposits from thepublic.

Operations

Detailed information on the operations of the different business lines of the Companyis covered in Management Discussion and Analysis Report.

Conservation of energy

The company, being engaged in wind farm activities in addition to its financialservices activities, the subject of conservation of energy is applicable to the Companyonly with regard to its wind farm business. Information on this is contained in ManagementDiscussion and Analysis Report.

Foreign exchange earning and outgo

Total foreign exchange earned by the Company was Rs. 0.19 crore during the year underreview, as against Rs. Nil during the previous year.

Total foreign exchange outflow during the year under review was Rs. 0.88 crore, asagainst Rs. 0.02 crore during the previous year.

Subsidiaries and Joint Venture

Following are the companies, which are the subsidiary and joint venture companies ofthe Company as at 31 March 2012:

Detailed information on the operations of each subsidiary of the Company is covered inManagement Discussion and Analysis Report.

Corporate Social Responsibility

During the year 2011-12, Bajaj Group continued its Corporate Social Responsibilityinitiatives in various fields. Activities in this area are set out in greater detail inthe annexed Corporate Social Responsibility Report.

Directors

During the year under review, to align the current term of Sanjiv Bajaj, ManagingDirector with financial year-end of 31 March, the Board of Directors at its meeting heldon 26 March 2012 has decided to close out his current term by 31 March 2012 and re-appointhim, subject to approval of shareholders, for a fresh tenure of 5 years commencing from 1April 2012 to 31 March 2017, instead of doing so effective from 20 February 2013 and alsofixed his remuneration, based on the recommendation of Remuneration and NominationCommittee.

Nanoo Pamnani and Madhur Bajaj retire from the Board by rotation this year and beingeligible, offer themselves for re-appointment.

Directors’ responsibility statement

As required by sub-section (2AA) of Section 217 of the Companies Act, 1956, directorsstate:

• that in the preparation of annual accounts, the applicable accounting standardshave been followed alongwith proper explanation relating to material departures

• that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent, so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period

• that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities

• that the annual accounts have been prepared on a going concern basis

Presentation of financial results

Pursuant to Notification dated 28 February 2011 issued by the Ministry of CorporateAffairs, the format for disclosure of financial statement prescribed under Schedule VI tothe Companies Act, 1956 has been substantially revised. The financial results of theCompany for the year ended 31 March 2012 have, therefore, been disclosed as per therevised Schedule VI. Previous year’s figures have also been restated to conform withthe current year’s presentation.

Consolidated financial statements

The directors also present the audited consolidated financial statements incorporatingthe duly audited financial statements of the subsidiaries and joint ventures and asprepared in compliance with the accounting standards and listing agreement as prescribedby SEBI.

Information in aggregate for each subsidiary company is disclosed in consolidatedbalance sheet.

Further issue of capital by equity issue

To meet the Company’s different requirements, the Company needs to raise upto Rs.1,000 crore through equity issue in one or more tranches and in one or more modes.

The Board of Directors has subject to approval of shareholders decided on thefollowing:

a) Increase in Authorised Capital from Rs. 75 crore to Rs. 100 crore.

b) Raising of capital through Equity upto Rs. 1,000 crore.

Detailed information on this is contained in the Notice to the ensuing Annual GeneralMeeting of the Company.

Statutory disclosures

The company was not required to make an application for an exemption from the CentralGovernment under Section 212(8) of the Companies Act, 1956 with regard to attaching of thebalance sheet, statement of profit and loss and other documents of five subsidiaries ofthe Company for the year 2011-12 as the exemption is available under Ministry of CorporateAffairs General Circular no.2/2011 dated 8 February 2011. The summary of the keyfinancials of the Company’s subsidiaries is included in this annual report.

The annual accounts of the subsidiary companies and the related detailed informationwill be made available to the members of the Company and its subsidiary companies, seekingsuch information at any point of time. The annual accounts of the subsidiary companieswill be kept for inspection by any member of the Company at its registered office and alsoat the registered office of the concerned subsidiary company.

As required under the provisions of sub-section (2A) of Section 217 of the CompaniesAct, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended,particulars of the employees are set out in an Annexure to the Directors’ Report. Asper provisions of Section 219(1)(b)(iv) of the said Act, these particulars will be madeavailable to any shareholder on request.

The company, being by and large a financial services company, there are no particularsregarding technology absorption required to be given under Section 217(1)(e) of theCompanies Act, 1956 and Companies (Disclosure of Particulars in the report of Board ofDirectors) Rules, 1988 for the year under review. Particulars required to be givenrelating to conservation of energy in its wind energy generation business and foreignexchange earning and outgo have been set out separately in this report.

Directors’ Responsibility Statement as required by Section 217(2AA) of theCompanies Act, 1956 appears in a preceding paragraph.

Certificate from auditors of the Company regarding compliance of conditions ofcorporate governance is annexed to this report.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding)Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations havebeen made in this annual report.

A Cash Flow Statement for the year 2011-12 is attached to the balance sheet.

Corporate governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate sectiontitled ‘Corporate Governance’ has been included in this annual report, alongwiththe reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and senior management personnel have affirmed compliance with thecode of conduct for the year 2011-12. A declaration to this effect signed by the ManagingDirector/CEO of the Company is contained in this annual report.

The Managing Director/CEO and CFO have certified to the Board with regard to thefinancial statements and other matters as required in clause 49 of the listing agreementand the said certificate is contained in this annual report.

Secretarial standards of ICSI

Secretarial standards issued by the Institute of Company Secretaries of India from timeto time are currently recommendatory in nature. Your company is, however, complying withthe same.

Group

Pursuant to an intimation from the promoters, the names of the promoters and entitiescomprising "Group" as defined under the erstwhile Monopolies and RestrictiveTrade Practices ("MRTP") Act, 1969 are disclosed in the annual report in termsof Regulation 3(1)(e) of the erstwhile SEBI (Substantial Acquisition of Shares andTakeovers) Regulations, 1997.

Auditors’ report

The observations made in the Auditors’ Report, read together with the relevantnotes thereon are self-explanatory and hence, do not call for any comments under Section217 of the Companies Act, 1956.

Auditors

The directors recommend the appointment of Messers Dalal and Shah, CharteredAccountants as auditors for the period from the conclusion of the ensuing annual generalmeeting till the conclusion of the next annual general meeting and to fix theirremuneration.

On behalf of the Board of Directors

Rahul Bajaj

Chairman

16 May 2012

Auditors’ certificate regarding compliance of conditions of Corporate Governance

To the Members

Bajaj Finserv Limited

We have examined the compliance of conditions of Corporate Governance by Bajaj FinservLimited, for the year ended 31 March 2012, as stipulated in Clause 49 of the ListingAgreements of the said Company with stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of theCompany’s management. Our examination was carried out in accordance with the GuidanceNote on Certification of Corporate Governance (as stipulated in Clause 49 of the ListingAgreement), issued by the Institute of Chartered Accountants of India and was limited toprocedures and implementation thereof, adopted by the Company for ensuring the complianceof the conditions of Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us, we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the Company.

For Dalal and Shah

Firm Registration Number: 102021W

Chartered Accountants

Anish P Amin

Partner

Membership Number: 40451

Pune: 16 May 2012

Declaration by Chief Executive Officer (CEO)

I, Sanjiv Bajaj, Managing Director of Bajaj Finserv Limited hereby declare that all theBoard members and senior managerial personnel have affirmed for the year ended 31 March2012 compliance with the code of conduct of the Company laid down for them.

Sanjiv Bajaj

Managing Director

Pune: 16 May 2012

Certificate by Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

We, Sanjiv Bajaj, Managing Director and Kevin D’sa, CFO and President (BusinessDevelopment) of Bajaj Finserv Limited, certify:

1. That we have reviewed the financial statements and the cash flow statement for theyear ended 31 March 2012 and that to the best of our knowledge and belief;

• these statements do not contain any materially untrue statement nor omit anymaterial fact nor contain statements that might be misleading, and

• these statements present a true and fair view of the Company’s affairs andare in compliance with the existing accounting standards, applicable laws and regulations

2. That there are, to the best of our knowledge and belief, no transactions enteredinto by the Company during the year, which are fraudulent, illegal or violative of theCompany’s code of conduct;

3. That we accept responsibility for establishing and maintaining internal controls, wehave evaluated the effectiveness of the internal control systems of the Company and wehave disclosed to the auditors and the audit committee, deficiencies in the design oroperation of internal controls, if any, of which we are aware and the steps that we havetaken or propose to take to rectify the identified deficiencies and

4. That we have informed the auditors and the audit committee of: i. significantchanges in internal control during the year;

ii. significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

iii. instances of significant fraud of which we have become aware and the involvementtherein, if any, of the management or an employee having a significant role in theCompany’s internal control system.

Report on Corporate Social Responsibility (CSR)

The CSR activities of the Bajaj Group are guided by the vision and philosophy of itsFounding Father, Shri Jamnalal Bajaj, who embodied the value of trusteeship in businessand laid the foundation for its ethical and value-based functioning.

The core elements of CSR activities include ethical functioning, respect for allstake-holders, protection of human rights, and care for the environment.

The Bajaj Group generally implements the above initiatives through its employees,welfare funds, and Group NGOs/Trusts/Charitable Bodies operating at various locations inthe country. It also enlists the help of non-Group NGOs, local authorities, businessassociations and civil society, wherever deemed necessary.

Some of the major initiatives taken up during the year under review are summarisedbelow:

1. Jamnalal Bajaj Foundation (JBF-Foundation)

In 1976, the Jamnalal Bajaj Foundation was established to promote Gandhian constructiveprogrammes and assist constructive workers devoted to the national cause.

Awards

The Foundation gives four awards annually, each of the value of Rs. 5 lakh. Of these,three are given to individuals in India for outstanding contribution in the fields ofconstructive work on Gandhian lines, application of science and technology for ruraldevelopment, and upliftment and welfare of women and children. The fourth is anInternational Award given to individuals other than Indian citizens from foreign countriesfor their contribution to the promotion of Gandhian values outside India.

Other charitable activities

The Foundation has given donations to various Institutions/NGOs from time to time tostrengthen their various community welfare activities and charitable objectives of welfareof general public utility based on Gandhian philosophy and ideals. Special mention must bemade of the Foundation’s project to provide financial assistance to widows of farmerswho had committed suicide in the Vidarbha region of Maharashtra.

Rural and community development activities and empowerment of women

The group continued with its rural development activities through JBGVS in Pune,Aurangabad and Wardha districts of Maharashtra, and Sikar district of Rajasthan. JBGVSaims at integrated development of 75 villages, to be carried out by the villagersthemselves, and under their own leadership by forging partnerships with the Government,local institutions and NGOs. This year, JBGVS has started working in 90 villages of Wardhadistrict in association with local NGOs on specific need based projects such as naturalfarming, sanitation, etc.

During the year, JBGVS implemented several programmes to strengthen primary educationand primary health care, improve socio-economic conditions, and develop the environment.Out of a total of 39,000 beneficiaries through our programmes, about 75% were fromeconomically weaker sections. Of these, 16,400 beneficiaries belong to socially backwardsections (5,900 Scheduled Caste and 10,500 Scheduled Tribe), 2,600 to Nomadic Tribe and5,560 to Other Backward Classes. The focus of all the initiatives has been to providesupport to economically weak and socially neglected communities, i.e., Scheduled Caste,Scheduled Tribes, and families below the poverty line.

Primary education

Primary education has been the major area of intervention in the villages. Support hasbeen provided for infrastructure development in primary schools and anganwadis(pre-primary schools). School rooms have been repaired and furniture and equipment havebeen provided to both primary and pre-primary schools. Special efforts were taken to checkmalnutrition by conducting awareness and training programmes for mothers on the importanceof breast feeding, nutritious food using local materials, special check up camps,supporting VCDs, etc. Non-formal educational programmes for children in primary schoolswere organised by involving secondary school students from the villages. These programmesare aimed at generating interest in education among children. Through various shortprogrammes, teachers and parents were motivated to actually participate and improve thequality of education. Special programmes on health related issues and HIV/AIDS wereorganised for adolescent boys and girls in the schools.

Primary health care

JBGVS attaches a lot of importance to its community health initiatives and follows thephilosophy ‘Prevention is better than cure’. Programmes such as Mother and ChildHealth (MCH), health check up camps, mobile clinic service, hygiene and sanitationprograms, etc. were organised with the help of trained village level health workers. Inthe JBGVS villages of Aurangabad, six health check up camps were organised for BPLfamilies only, in association with Kamalnayan Bajaj Hospital, Aurangabad; 305 patientswere examined in these camps. The idea was to screen and detect complicated cases andprovide free treatment at Kamalnayan Bajaj Hospital; 32 patients have been provided thisbenefit under these programmes. During the year, 30 HIV/AIDS awareness programmes wereorganised, in which 1,250 women participated.

Economic development

Agriculture is the main occupation in the villages where JBGVS works. Programmes likesoil testing, demonstration plots for improved variety seeds and fertilizers, improvedagricultural practices, natural farming, promotion of horticulture, etc. were implementedin all the project areas. Various types of farm and non-farm based vocational trainingprogrammes, such as dairy, poultry, goatery, two wheeler repairing, fashion designing,etc. were organised. A few such programmes were organised exclusively for 34 SC/ST youths.Of the 34 youths participating in the two wheeler repairing course, 12 were sent to Om SaiService Station, Pune for onsite training. In Wardha, JBGVS has been working inpartnership with Magan Sangrahalaya Samiti to promote natural farming. This will helpreduce the cost of inputs in agriculture. During the year, 750 farmers registered to startnatural farming.

In Kasi ka bas village of Sikar district, a revolving fund of Rs. 105,000 has beencreated with support from JBGVS. During the year, 90 women have taken loans of Rs. 9 lakhfor various income generation activities, like goatery, grocery shops, tea stalls, tradingof incense sticks (agarbatti), etc. The focus of all economic development programmes hasbeen to generate gainful self employment amongst youth and women at the grass-root level.

Environmental development

Under this programme, soil and water conservation, plantation, and horticulture basedlivelihood development amongst tribal families have been implemented. The CentralGovernment supported DPAP (Drought Prone Area Programme) which was started in 2003-04 cameto an end on 31 March 2012. During the year, various treatments like continuous contourtrenches, farm bunds, cement nala bunds, Vanaraibandhara, etc. were carried out on 2,525Ha. of land to increase productivity. Under the Aamrai project, supported jointly byNational Bank for Agriculture and Rural Development (NABARD) and JBGVS, 448 tribalfamilies were benefitted.

A total of 393.5 acres of waste land was brought under horticulture plantation. InBhojankheda village, Wardha, water conservation work was carried out in a nala, whichresulted in higher storage capacity (around 6TCM) and increased water level up to 5 ft. infive wells downstream. This will help solve the drinking water problem in the village andirrigate about 60-70 acres of land.

Social development

Local leadership plays a very important role in the development of villages. During theyear, JBGVS organised various types of leadership development programmes for local youth,women, and adolescent girls and boys. Under the youth programme, support was provided forsports competitions and sports equipment. Support was also provided to promote localculture and celebrate various festivals. Women Self Help Groups (SHG) were formed andmotivated to take up village development activities in addition to their regular savingand credit programmes. During the year, 15 new SHGs consisting of 160 women were formed.

Urban development

Samaj Seva Kendra (SSK) is the urban development wing of JBGVS. It has a totalmembership of 1,050 families. SSK provides facilities for social, educational, culturaland economic development to the residents of Akurdi, Nigadi and adjoining areas. Duringthe year, various types of programmes were carried out, such as pre-primary classes,balbhavan, literacy, tailoring, yoga, karate, tabla and harmonium, classical and westerndance, senior citizen programmes, etc. The summer camp for school children got a very goodresponse, with 374 children attending in two batches. A library was also started withinitial stock of 550 books on subjects ranging from fiction and autobiographies totailoring, nutrition, health care, etc. In future the library will be developed as aresource centre, catering to the needs of school children, youth, women and seniorcitizens. A few vocational training programmes like beauty parlour, basic tailoring,fashion designing, and mobile handset repairing were also conducted. About 100 youth,mostly women, benefitted from these programmes.

Shiksha Mandal

Founded in 1914 by Late Shri Jamnalal Bajaj, Shiksha Mandal, Wardha runs seven collegesin Wardha/Nagpur, with around 10,000 students. These include colleges for commerce,science, agriculture, engineering (polytechnic), and rural services. Shiksha Mandal’smission is to provide high quality education at an affordable cost. It was set up todevelop human resources for national development and it strives to fulfil its mandate.

All the colleges are in the throes of development, both academic and infrastructural.

Ramkrishna Bajaj College of Agriculture was recently rated as ‘A’ by itsaffiliating University. ASTN Engineering Polytechnic has invested Rs. 1.6 crore to doubleits space and upgrade its laboratories. JB College has a new Biotechnology andMicrobiology Lab, and a Girls’ Hostel. Ten Shiksha Mandal faculty members receivedproject grants in the year 2011-12, as against three last year. Almost 30% of the facultyin the colleges are Ph.Ds. During 2011-12, they produced over 68 papers in journals and 15books.

The topper in the XII Commerce Board Exam from Vidarbha was from its GS College,Nagpur, as was the topper in Nagpur University’s MBA course.

Guidance for appearing in the Common Proficiency Test of the Institute of CharteredAccountants of India was started at GS College, Wardha and a 50% result was achieved init, compared to 20% nationally and 2% in Wardha. Similar results were achieved at GSCollege, Nagpur. A vegetable vendor’s daughter and an autorickshaw driver’sdaughters were amongst the qualifiers. Meritorious students from low income families aregiven full remission of fees.

In 2011-12, three of its students won medals at the national level in power lifting.Over 40 students represented the University and 30 students represented Maharashtra invarious sporting events.

Shiksha Mandal has a very strong National Service Scheme (NSS) culture, and camps areheld in villages. Students built a house for a destitute woman during one such camp thisyear.

Eminent alumni of Shiksha Mandal include Nitin Gadkari, Harish Salve, Justice RaviDeshpande, Udayan Sen (CEO Deloitte India), Ramesh Chandak (MD KEC International), andJaydeep Shah (President ICAI).

A new Bajaj Institute of Technology is being planned at Wardha. It is expected to costRs. 50 crore, which is being funded by Bajaj Trusts. A retired General Manager from BajajAuto has been given responsibility for its development. The Institute is expected to setnew standards in developing industry-ready students. Bajaj Group Trusts have donated Rs.13.5 crore to Shiksha Mandal in the last four years. Refer web link www.shikshamandal.org

Bajaj Science Centre

Functioning for the last five years, Bajaj Science Centre (BSC) nurtures a cultureamongst school children of learning science through experiments. Its value is now clearlyunderstood. For its 230 vacancies this year 1,160 students gave the entrance test comparedto 835 students last year. BSC had 486 students participating in its programs during2011-12; some of them won prestigious scholarships/awards.

Dr. Anil Kakodkar, Ex-Chairman, Atomic Energy Commission and Chairman, Rajeev GandhiScience and Technology Commission, visited BSC to understand its functioning and explorethe possibility of establishing similar institutions at the district level in Maharashtra.

A new four-day training programme for science teachers, aimed at improving the teachingof science in schools, was started; 20 teachers from various schools, mostly outsideWardha, participated in it. Bajaj Trusts spent Rs. 20 lakh on BSC during 2011-12.

Institute of Gandhian Studies (Gandhi Vichar Parishad)

During the year 2011-12, Institute of Gandhian Studies (Gandhi Vichar Parishad), Wardhaorganised (a) Post Graduate Diploma Course in Gandhian Thought for students from differentparts of India and abroad (b) Orientation Camp Classes on Gandhian Thought for MedicalStudents (c) University Students’ Camps at the regional and national level (d)International Non-violence Day and Related Programmes (e) Ravindra Varma Memorial Lectureon Gandhi and Contemporary Non-Violent Action (f) Inauguration of Silver Jubilee Year (g)Inter Religious Study Course on the Concept of Love in Religions and its PracticalApplications (h) Special training programme for Gandhi International, France (i)Publications, and other programmes.

4. Marathwada Medical and Research Institute (MMRI)

The Bajaj Group gives substantial financial support to this institution, which runs theKamalnayan Bajaj Hospital, and Kamalnayan Bajaj Nursing College (KBNC) for B.Sc. Nursingdegree course.

Kamalnayan Bajaj Hospital

MMRI has established Kamalnayan Bajaj Hospital at Aurangabad in the Marathwada regionof Maharashtra, and is providing super speciality and tertiary care medical facilities notavailable elsewhere in this region. The hospital has expanded its capacity to 250 beds,with advanced facilities and equipment; a major part of the expansion has been for generalcategory patients. Annually the hospital has been providing relief for close to 55,000patients on OPD basis, and close to 7,000 patients admitted to the hospital for varioustreatments. It also has an intensive care unit and cardiac care unit, with a capacity of22 beds, and an occupancy rate of more than 95%.

The Hospital also runs a programme to provide relief through free/subsidised treatmentto Below Poverty Line (BPL) and Economically Weaker Section (EWS) persons. With the helpof an NGO, the Hospital has conducted camps in 309 villages in Aurangabad district, wheremore than 18,700 patients have been checked and given treatment and free medicines; ofthese, 5,538 patients needing further treatment were treated totally free as in-patientsat the hospital at a cost of Rs. 1.67 crore.

Kamalnayan Bajaj Nursing College (KBNC)

Kamalnayan Bajaj Nursing College (KBNC) was established in 2010 by MMRI Trust, which ismanaged by the Bajaj Group as part of its Corporate Social Responsibility initiatives.

KBNC offers a basic B.Sc Nursing four-year degree programme with an annual intake of 50students. It is affiliated to Maharashtra University of Health Sciences, Nashik.

KBNC has invested over Rs. 10 crore in excellent infrastructure facilities ofinternational standard, including state-of-the-art laboratories, a library with computerlab allowing free Internet access, and hostels for boys and girls.

The College has a well qualified teaching staff with high profile degrees in nursingand management. KBNC has plans to start P.B.B.Sc (N) and M.Sc (N) programmes, a researchcentre for allied health sciences, and short term training programmes for healthcareprofessionals.

KBNC offers several types of scholarships with support from the Government ofMaharashtra, Social Welfare Office, and MUHS, Nashik.

5. Fuji Guruji Memorial Trust

Fuji Guruji Memorial Trust has established Bauddha Mandir, Vishwa Shanti Stupa atWardha to promote the thoughts and teachings of Lord Buddha, Mahatma Gandhi, and othersuch preachers, in a bid to propagate the message of world peace, love, non-violence andequality of all religions. It has also established Bal Sanskar Kendras for the benefit ofpoor children below the age of six years from small villages in Wardha District.

6. Kamalnayan Bajaj Charitable Trust

Kamalnayan Bajaj Charitable Trust runs Gitai Mandir, Pujya Jamnalal Bajaj Exhibitionand Vinoba Darshan Complex, Audio-video Hall at Wardha. It also runs a library withliterature and books on Mahatma Gandhi, Vinoba Bhave, Pujya Jamnalal Bajaj, Smt. JankideviBajaj, and other freedom fighters.

7. Jamnalal Bajaj Seva Trust

Soon after the demise of Jamnalalji in 1942, as per his wishes, the first charitabletrust, Jamnalal Bajaj Seva Trust was established with an initial corpus of Rs. 5 lakh.

In 1960, on the suggestion of Acharya Vinoba Bhave, the Trust purchased about 400 acresof land on the outskirts of Bangalore to establish the International Sarvodaya Centre– Vishwaneedam for the promotion of agriculture, dairy development, ruraldevelopment, and training in self employment for local women and youth.

The Trust has also been promoting arts and culture through Kamalnayan Bajaj Hall andArt Gallery. Exhibitions, handicrafts displays, corporate meetings, conferences andseminars are held at the Kamalnayan Bajaj Hall. The art gallery is used to display theartistic works of painters and sculptors. It also provides budding artists an opportunityto showcase their talent.

The Trust has continued to run seven balwadis, i.e., Bal Sanskar Kendras in rural areasfor poor children below six years of age.

The ‘Hamaara Sapna’ project initiated by the Trust endeavours to uplift theslum residents of South Mumbai. The project involves imparting skill training along withoverall knowledge and hands-on experience to foster a better tomorrow.

Code of conduct and affirmative action

BAL believes that its success is interlinked with the well-being of all sections ofsociety and equal opportunity for all sections. It continues to ensure no discriminationof any type to socially disadvantaged sections in the work place.

In the year under review, BAL recruited 2,066 new employees, of which 284 (13.75%)belong to weaker sections, in line with the affirmative action. At the end of the previousyear, this percentage was 7.63%.

Support to weaker sections for IIT JEE entrance

One economically weaker, underprivileged student belonging to the SC/ST category hasbeen given financial assistance to undertake coaching for the Joint Entrance Examinationto enable him to qualify for admission to India’s premier engineering educationcentre - Indian Institute of Technology.

Education

Under the Public Private Partnership programme (PPP), BAL has undertaken to upgrade twoIndustrial Training Institutes (ITI) in Pune, one in Pantnagar, and one in Aurangabad.

BAL took action to ensure better quality of output from the institutes and alsofollowed up with concerned agencies for approval of the Institute Development Plan. In ITIMulshi, BAL donated used machinery for better training and job orientation, which has beeninstalled and commissioned. Under the PPP, 56 additional students were admitted to ITIMulshi during this year. Revenue generation has also started at ITI Mulshi during thisyear, helping in the repayment of loans taken from Government.

At Ramnagar, near Pantnagar, the new structure is ready and additional students areexpected to be admitted in 2012.

CII had initiated a programme to enhance the employability of diploma engineers throughlife skill inputs from industry in partnership with Government Polytechnic, Pune. BAL hassupported this initiative by conducting three sessions on ‘team work’ for finalyear students of Government Polytechnic, Pune during the 2011-12.

Health

Government of India – Ministry of Health and Family Welfare – National AIDSControl Organisation (NACO) and CII have initiated Public Private Partnership (PPP) toprovide better healthcare to AIDS patients. From August 2008, the Bajaj YCM ART Centre atYCM Hospital has registered 6,653 patients with 4,863 cases for Anti Retroviral Therapy(ART). This Centre, the largest such run by industry, continues to be a benchmark forothers.

In view of the increased patient flow, additional man power has been added to handleincreased ART patients. In appreciation of the ART Centre’s quality of service, fourLink ART Centres have been attached to us; they are located at Mawal, Manchar, Khed, andJunnar.

Others

BAL’s Akurdi plant employees organised a blood donation camp for DeenanathMangeshkar Hospital in which 181 employees donated blood.

BAL’s fire tenders attended to non Bajaj distress/fire calls 19 times during theyear.

2. Bajaj Allianz Insurance Companies

This year, Bajaj Allianz Life Insurance Company Limited (BALIC) won the stifflycompeted ‘Best utilisation of IT to transform business – Large Enterprise’award at the Bloomberg UTV CXO Awards 2011. For the second consecutive year, BALIC wasawarded the SKOCH Financial Inclusion Award 2012 for contribution towards financialinclusion through life insurance. The SKOCH Financial Inclusion award recognisedBALIC’s micro-insurance product, Sarv Shakti Suraksha (SSS), which is an affordablelife insurance product with a systematic savings option catering to rural markets.

BALIC was also awarded Certificates of Merit in recognition of its micro-insuranceinitiatives in the following areas:

• A robust and simplified micro insurance renewal collection mechanism

• Tools of financial insurance literacy for rural customers

• Micro-insurance claims handling and settlement

The Allianz global format Junior Football Camp in India with a school contact programmewas conducted for the second year across 40 cities. Over 25,000 students participated, ofwhich four were finally selected to attend an exclusive football training camp at FCBayern Club in Munich.

General

The Group has about 40 Public Charitable Trusts that are also engaged in many topicaland socially relevant CSR activities and initiatives by donating to worthy organisations.The above narrative is only illustrative and not exhaustive; it gives a glimpse of theimportance being given by the Group towards its Social Responsibilities.

Refer web links

http://www.bajajauto.com/csr.asp

http://www.bajajelectricals.com/beyond-profits.aspx

http://www.jamnalalbajajfoundation.org/

http://narishakti.org/

Contact : csr@bajajauto.co.in for any more information.

Constituents of ‘Group’ as defined in erstwhile MRTP Act, 1969 for thepurposes of erstwhile SEBI (SAST) Regulations, 1997

Persons constituting group within the definition of "group" as defined in theerstwhile Monopolies and Restrictive Trade Practices Act, 1969, for the purpose ofRegulation 3(1)(e) of the erstwhile Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 1997, include the following:

Note: Shareholdings of HUFs, are held in the names of the respective individuals inthe capacity of Karta. Hence HUFs, are not separately listed hereinabove.