Notice-Of-Agm-21-July-2021.Pdf
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BAJAJ FINSERV LimiTED CIN: L65923PN2007PLC130075 Registered office: Bajaj Auto Ltd. Complex, Mumbai-Pune Road, Akurdi, Pune – 411 035 Email Id: [email protected] Website: www.bajajfinserv.in/ corporate-bajaj-finserv Phone: (020) 6610 7458 AGM NOTICE Notice is hereby given that the 14th Annual General Meeting of the shareholders of Bajaj Finserv Ltd. (‘BFS’ or the ‘Company’) will be held on Wednesday, 21 July 2021 at 12:15 p.m. through Video Conferencing (‘VC’)/ Other Audio-Visual Means (‘OAVM’) to transact the following: Ordinary Business: 1. To consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended 31 March 2021, together with the Directors’ and Auditors’ Reports thereon. 2. To declare dividend of H 3 per equity share of face value of H 5 each for the financial year ended 31 March 2021. 3. To appoint a director in place of Madhurkumar Ramkrishnaji Bajaj (DIN 00014593), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment. Special Business: 4. Ratification of remuneration to Cost Auditor for the financial year 2021-22 To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution: ‘RESOLVED that pursuant to provisions of section 148(3) of the Companies Act, 2013 and Rules made thereunder, approval of the shareholders be and is hereby accorded for the ratification of remuneration of H 65,000 (Rupees sixty-five thousand only) plus taxes, out-of-pocket, travelling and living expenses payable to Dhananjay V Joshi & Associates, Cost Accountants (firm registration no.000030) appointed by the Board of Directors as Cost Auditor of the Company for the financial year 2021-22.’ By order of the Board of Directors, For Bajaj Finserv Ltd. Sonal R Tiwari Company Secretary Membership No.: A16638 Pune: 28 April 2021 1 BAJAJ FINSERV LIMITED 14th Annual Report 2020-21 Notes: 1. In view of the continuing restrictions on the movement of persons at several places in the country, due to outbreak of COVID-19, the Ministry of Corporate Affairs (MCA), through its General Circular No. 20/2020 dated 5 May 2020 read with General Circular No. 14/2020 dated 8 April 2020, General Circular No. 17/2020 dated 13 April 2020 and General Circular No. 02/2021 dated 13 January 2021 and other applicable circulars issued by the Securities and Exchange Board of India (SEBI), has allowed the companies to conduct the AGM through VC/OAVM during the calendar year 2021. In accordance with the said circulars of MCA, SEBI and applicable provisions of the Companies Act, 2013 (the ‘Act’) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the 14th AGM of the Company shall be conducted through VC/OAVM (‘e-AGM’ or ‘AGM’). KFin Technologies Private Ltd. (‘KFin’) will be providing facility for voting through remote e-voting, participation in the AGM through VC/OAVM facility and e-voting during the AGM. The procedure for participating in the meeting through VC/OAVM is explained at Note 32C below and is also available on Company’s website https://www.bajajfinserv.in/finserv-investor-relations-annual-reports 2. In terms of sections 101 and 136 of the Act, read with the rules made thereunder, the listed companies may send the notice of AGM and the annual report, including financial statements, directors’ report, etc. by electronic mode. Pursuant to the said provisions of the Act read with MCA Circulars, SEBI Circular dated 12 May 2020 and 15 January 2021, Notice of 14th e-AGM along with the Annual Report for FY2021 is being sent only through electronic mode to those members whose email addresses are registered with the Company/depositories. Members may note that the said Notice and Annual Report for FY2021 will also be available on the Company’s website https://www.bajajfinserv.in/finserv-investor- relations-annual-reports and website of the stock exchanges i.e., BSE Ltd. at www.bseindia.com and National Stock Exchange of India Ltd. at www.nseindia.com and on KFin’s website https://evoting.kfintech.com/ 3. The deemed venue for 14th e-AGM shall be the Registered Office of the Company at Bajaj Auto Ltd. Complex, Mumbai-Pune Road, Akurdi, Pune - 411 035. 4. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM facility, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the e-AGM. Hence, the Proxy Form, Attendance Slip and Route map are not annexed to this Notice. In this Notice, the term member(s) or shareholder(s) are used interchangeably. In this Notice, the term member(s) or shareholder(s) are used interchangeably. 5. Institutional/Corporate shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (pdf/jpg format) of its board or governing body’s resolution/authorisation, etc., authorising their representative to attend the e-AGM on its behalf and to vote through remote e-voting. The said resolution/authorisation shall be sent to the scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected] 6. Statement pursuant to section 102 of the Act forms a part of this Notice. The Board of Directors, having deemed it as unavoidable, proposes to seek approval of members for business at stated Item no. 4. 7. Brief details of the director, who is being re-appointed, is annexed hereto as per requirements of regulation 36(3) of SEBI Listing Regulations and as per provisions of the Act. 8. The facility of joining the e-AGM through VC/OAVM will be opened 30 minutes before and will be open up to 30 minutes after the scheduled start time of the e-AGM, i.e., from 11.45 a.m. to 12.45 p.m. and will be available for 1,000 members on a first-come first-served basis. This rule would however not apply to participation of shareholders holding 2% or more shareholding, promoters, institutional investors, directors, key managerial personnel, auditors, etc. 9. Institutional investors, who are members of the Company are encouraged to attend and vote at the 14th e-AGM of the Company. 2 Notice 10. The Board of Directors, at its meeting held on 28 April 2021, has recommended dividend of H 3 per equity share of the face value of H 5 each for FY2021 for the approval of members at the 14th e-AGM. 11. Pursuant to section 91 of the Act and Regulation 42 of SEBI Listing Regulations, the register of members and the share transfer books of the Company will remain closed from Saturday, 10 July 2021 to Wednesday, 21 July 2021 (both days inclusive) for the purpose of payment of dividend. 12. Subject to the provisions of section 126 of the Act, dividend on equity shares, if declared, at the AGM, will be credited/dispatched between Monday, 26 July 2021 and/or Tuesday, 27 July 2021: (a) to all those members holding shares in physical form, as per the details provided to the Company by share transfer agent of the Company, i.e., KFin as on closing hours on Friday, 9 July 2021; and (b) to all those beneficial owners holding shares in electronic form, as per beneficial ownership details provided to the Company by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL), as of the end of the day on Friday, 9 July 2021. 13. As per SEBI Listing Regulations and pursuant to SEBI circular dated 20 April 2018, a listed entity shall use any electronic mode of payment approved by the Reserve Bank of India for making payment to the members. Accordingly, dividend, if declared will be paid through electronic mode, where the bank account details of the members are available. Where dividend is paid through electronic mode, intimation regarding such remittance will be sent separately to the members. In case where the dividend could not be paid through electronic mode, payment will be made through physical instrument such as banker’s cheque or demand draft incorporating bank account details of such members. 14. To ensure timely credit of dividend through electronic mode or physical instrument such as banker’s cheque or demand draft, members are requested to notify change to their address or particulars of their bank account, if any, to KFin or in case of demat holding to their respective Depository Participants(DPs). 15. To avoid fraudulent transactions, the identity/signature of the members holding shares in demat form is verified with the specimen signatures furnished by NSDL/CDSL and that of members holding shares in physical form is verified as per the records of KFin. Members are requested to keep the same updated. 16. SEBI has mandated the submission of Permanent Account Number (PAN) by every person dealing in securities market. Members holding shares in demat form are, therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company or KFin. 17. To receive communications through electronic means, including Annual Reports and Notices, members are requested to kindly register/update their email address with their respective depository participant, where shares are held in demat form.