For the year ended March 31 2016
Your Directors have pleasure in presenting the 55th (Fifty-fifth) AnnualReport on the business and operations of the Company and the audited financial statementfor the Financial Year ended March 31 2016.
1. PERFORMANCE OF THE COMPANY
a) Total Income (on stand-alone basis):
|2015-16 ||2014-15 ||% Change |
|Rs. 44052.76 Million ||Rs. 46413.69 Million ||-5.09% |
During the year under review total income of the Company was Rs. 44052.76 Million(previous year Rs. 46413.69 Million) representing a decrease of 5.09%.
The Medium & Heavy Commercial Vehicle Segment recorded a growth of 28% althoughvolumes were still lower than the peak of FY 2011-12. Car segment also saw a modest growthof 5.5%. Tractor Industry however de-grew by 7.9% Year on Year and de-growth of 18%w.r.t. peak of FY 2013-14.
b) Exports Revenue (on stand-alone basis):
|2015-16 ||2014-15 ||% Change |
|Rs. 24601.73 Million ||Rs. 27206.69 Million ||-9.57% |
During the year under review exports turnover of the Company was Rs. 24601.73 Million(previous year Rs. 27206.69 Million) representing a decrease of 9.57%.
Your Company has been a major supplier of critical components for the global Oil &Gas Industry. Persistent downturn in the crude oil prices had severe impact on newexploration and drilling activity which in turn impacted our sales to this sector.Construction and Mining Industry and North American Truck market have also been subdued.
Although your Company has achieved impressive growth in supplies to Passenger CarIndustry and has won new business for Aerospace sector it has not been adequate tocompensate de-growth in Oil & Gas and other Industrial Sectors.
The total domestic revenue has grown by 3.65%.
c) Financials (on stand-alone basis):
| || ||In Rs. Million |
| ||Current Year ||Previous Year |
|1) Total Income ||44052.76 ||46413.69 |
|2) Exports Revenue ||24601.73 ||27206.69 |
|3) Net Profit || || |
|Profit for the year before Taxation & Exceptional Item ||10351.93 ||10609.51 |
|Add/(Less): Exceptional Item ||(42.20) ||(36.32) |
|Provision for Taxation: || || |
|Current tax ||3130.86 ||3434.00 |
|Deferred tax ||168.25 ||(23.60) |
|Adjustment of tax relating to earlier year ||- ||(27.05) |
|Net Profit ||7010.62 ||7189.84 |
|Balance of Profit from previous year ||18599.01 ||13439.31 |
|Debenture Redemption Reserve written back ||0.00 ||875.00 |
|Profit available for appropriation ||25609.63 ||21504.15 |
|APPROPRIATIONS: || || |
|Interim Dividend on Equity Shares ||1629.56 ||698.38 |
|Tax on above dividend ||331.74 ||139.64 |
|Proposed Final Dividend on Equity Shares ||116.40 ||1047.57 |
|Tax on above dividend ||23.70 ||213.26 |
|Debenture Redemption Reserve ||- ||87.29 |
|Transfer to General Reserve ||100.00 ||719.00 |
|Surplus retained in Statement of Profit & Loss ||23408.23 ||18599.01 |
2. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return of the Company in Form MGT-9 is annexed herewith asAnnexure "A" to this report.
3. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2015-16 5 (Five) Board Meetings were held. The details ofwhich are given in Corporate Governance Report.
4. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act 2013 withrespect to Directors Rs. Responsibility Statement it is hereby confirmed that:
a) i n the preparation of the annual accounts for the year ended March 31 2016 theapplicable Accounting Standards have been followed and there were no material departures;
b) t he Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312016 and of the profit ofthe Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
5. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management Personnel and their remuneration. The Nomination and Remuneration policyis annexed herewith as Annexure "B" to this report.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
Particulars of Loans guarantees or investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the financial statement provided in thisAnnual Report. These loans/guarantees are primarily granted for the furtherance ofbusiness of the borrowing companies.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts or arrangements entered into by the Company with Related Parties havebeen done at arms length and are in the ordinary course of business.
The policy on Related Party Transactions as approved by the Board has been displayed onthe Companys website at the link - http://bharatforge.com/images/PDFs/policies/BFL.RPT%20Policy.pdf
Pursuant to Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the particulars of such transactions are provided in Form AOC-2which is annexed herewith as Annexure "C" to this report. Related Partydisclosures as per AS-18 have been provided in Note-33 to the financial statement.
8. STATE OF Companys AFFAIRS
Discussion on state of Companys affairs has been covered as part of theManagement Discussion and Analysis (MDA). MDA for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report.
9. DIVIDEND & RESERVES
Your Company paid first Interim Dividend of Rs. 3.00 per Equity Share (150%) of theface value of Rs. 2/- each on February 25 2016 aggregating to Rs. 840.56 Million(inclusive of tax on dividend of Rs. 142.17 Million) and second Interim Dividend of Rs.4.00 per Equity Share (200%) of the face value of Rs. 2/- each on March 29 2016aggregating to Rs. 1120.74 Million (inclusive of tax on dividend of Rs. 189.56 Million)for the financial year ended on March 31 2016.
Your Directors are pleased to recommend a Final Dividend of Rs. 0.50 per Equity Share(25%) of the face value of Rs. 2/- each aggregating to Rs. 140.09 Million (inclusive oftax on dividend of Rs. 23.70 Million) for the financial year ended on March 31 2016 foryour consideration. Total Dividend paid for the year ended on March 31 2016 was Rs. 7.50per Equity Share (375%).
During the year under review it is proposed to transfer Rs. 100.00 Million (previousyear - Rs. 719.00 Million) to the General Reserves. An amount of Rs. 23408.23 Million isproposed to be retained as surplus in the Statement of Profit & Loss.
The dividend payout for the year under review has been formulated in accordance withshareholders Rs. aspirations and the Companys policy to pay sustainable dividendlinked to long term growth objectives of the Company to be met by internal cash accruals.
10. SHARE CAPITAL
The paid-up Equity Share Capital as on March 31 2016 stood at Rs. 465.59 Million.During the year under review the Company has not issued shares with differential votingrights nor has granted any stock options or sweat equity. As on March 31 2016 none ofthe Directors of the Company hold instruments convertible into equity shares of theCompany.
11. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no adverse material changes or commitments occurred after March 312016 whichmay affect the financial position of the Company or may require disclosure.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are annexedherewith as Annexure "D" to this report.
13. RISK MANAGEMENT POLICY
The Company has a robust risk management framework comprising risk governance structureand defined risk management processes. The risk governance structure of the Company is aformal organisation structure with defined roles and responsibilities for risk management.
The processes and practices of risk management of the Company encompass riskidentification classification and evaluation. The Company identifies all strategicoperational and financial risks that the Company faces by assessing and analysing thelatest trends in risk information available internally and externally and using the sameto plan for risk management activities.
The Company has set-up a Finance and Risk Management Committee to review the risksfaced by the Company and monitor the development and deployment of risk mitigation actionplans. The Committee reports to the Board of Directors and the Audit Committee who provideoversight for the entire risk management framework of the Company.
As a part of the Companys strategic planning process the Directors have reviewedthe revised risk management policy and processes and also the risks faced by the Companyand the corresponding risk mitigation plans deployed. The Company is on track in respectof its risk mitigation activities.
14. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
The Company has been carrying out various Corporate Social Responsibility (CSR)initiatives. These activities are carried out in terms of Section 135 read with ScheduleVII of the Companies Act 2013 and the Companies (Corporate Social Responsibility Policy)Rules 2014. During the year the Company has spent Rs. 124.98 Million on various CSRactivities.
The CSR Committee of the Company comprises of Mr. P. G. Pawar (Chairman) Mr. B. N.Kalyani and Mr. Amit B. Kalyani.
The Annual Report on CSR activities that includes details about the CSR policydeveloped and implemented by the Company and CSR initiatives taken during the year isannexed herewith as Annexure "E" to this report.
15. AUDIT COMMITTEE
The Audit Committee comprises of Mr. P. G. Pawar (Chairman) Mr. S. M. Thakore Mr. P.H. Ravikumar and Mr. P. C. Bhalerao. All the recommendations made by the Audit Committeewere deliberated and accepted by the Board.
16. BUSINESS RESPONSIBILITY REPORT
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Regulation") mandates inclusion of the Business Responsibility Report (BRR) asa part of Annual Report for Top 100 Listed entities based on market capitalization. Incompliance with the Regulation we have provided the BRR as a part of Annual Report.
17. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Committees. Performance evaluation has been carried out as per theNomination and Remuneration Policy.
18. DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS
In terms of provisions of the Companies Act 2013 and the Articles of Association ofthe Company Mr. P. C. Bhalerao and Mr. B. P. Kalyani Directors of the Company retire byrotation at the ensuing Annual General Meeting and being eligible have offered themselvesfor re-appointment.
Mr. B. P. Kalyani and Mr. S. E. Tandale have been re-appointed as Executive Directorsfor a period of 5 (Five) years w.e.f. May 23 2016 subject to the approval of Members.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under of Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
19. DETAILS OF APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL
During the year under review there have been no changes in any Key ManagerialPersonnel of the Company.
20. FAMILIARISATION PROGRAMME
The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarise with the Companys procedures and practices.
Periodic presentations are made at the Board Meetings Board Committee Meetings andIndependent Directors Meetings on business and performance updates of the Company globalbusiness environment business strategy and risks involved.
The details of programmes for familarisation for Independent Directors are posted onthe website of the Company and can be accessed at: http://bharatforge.com/images/Familiarisation_Programme-BFL.pdf
21. NAMES OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review the Company divested its 50% stake in David Brown BharatForge Gear Systems India Limited which was formed in the year 2011 as a joint venture(JV). The stake was held through the Companys wholly-owned subsidiary viz. BFInfrastructure Ventures Limited and was sold to the other JV partner David Brown SystemsIndia (Holdings) Limited.
CDP Bharat Forge GmbH Germany (CDP BF) a direct subsidiary of the Company in Germanyhas undertaken a corporate re-organisation along with its subsidiaries. The manufacturingoperations of CDP Bharat Forge have been transferred to a new subsidiary Company inGermany viz. Bharat Forge CDP GmbH (BF CDP) CDP BF has been re-named as "BharatForge Global Holding GmbH" (BFGH) and this entity will continue to serve as theHolding Company for the Companys investments in Europe.
During the year under review Bharat Forge Global Holding GmbH has incorporated alimited liability Company viz. Bharat Forge CDP Trading in Russia.
A statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC-1 is presented in a separate section formingpart of the financial statement.
The Policy for determining Rs. Materialsubsidiaries has been displayed on theCompanys website at the link - http://bharatforge.com/images/PDFs/policies/Policy%20on%20 Material%20Subsidiary-BFL.pdf
During the year under review the Company has not accepted deposits under Chapter V ofthe Companies Act 2013.
23. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
24. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statement. During the year such controls were tested and no reportable materialweaknesses in the design or operation were observed.
25. INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
|Sr. No. ||Information Required ||Input |
|1 ||The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. ||Please refer Annexure "F" |
|2 ||The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year. ||Please refer Annexure "F" |
|3 ||The percentage increase in the median remuneration of employees in the financial year ||14.38% |
|4 ||The number of permanent employees on the rolls of Company ||4763 |
|5 ||The explanation on the relationship between average increase in remuneration and Company performance. ||The increase or decrease in remuneration is not solely based on the Companys performance but also includes various other factors like individual performance experience skill sets academic background industry trends economic situation and future growth prospects etc. All these factors are considered for revision of remuneration. |
|6 ||Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company. ||The increase or decrease in remuneration is not solely based on the Companys performance but also includes various other factors like individual performance experience skill sets academic background industry trends economic situation and future growth prospects etc. All these factors are considered by Board/Nomination and Remuneration Committee. |
| ||Variations in the market capitalisation of the Company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the Company as at the close of the current financial year and previous financial year. || ||March 31 2016 ||March 31 2015 |
| || ||Market Capitalisation (In Rs. Million) ||203182.88 ||297068.83 |
| || || || || |
| || ||PE ratio ||28.26 ||41.32 |
| || ||% increase in market quotat ||on over last public ||;offer price: |
| || ||Public issue of equity shares was made in the year 1979 with issue price of Rs. 100.00 per share. The average closing price on BSE and NSE as on March 31 2016 was Rs. 872.80. |
| || ||The market price per share was decreased by 31.60% as on March 31 2016 as compared to share price as on March 31 2015. |
|8 ||Average percentile increase/decrease already made in the salaries of employees other than the managerial ||Percentage decrease in salaries of managerial personnel at 50th Percentile is: 18% |
| ||personnel in the last financial year and its comparison with the percentile increase in the managerial ||Percentage increase in salaries of non-managerial personnel at 50th Percentile is: 14.81% |
| ||remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. ||The increase or decrease in remuneration is not solely based on the Companys performance but also includes various other factors like individual performance experience skill sets academic background industry trends economic situation and future growth prospects etc. besides the Company performance. |
| || ||There are no exceptional circumstances for increase in the managerial remuneration. |
|9 ||The key parameters for any variable component of remuneration availed by the Directors. ||Commission is the variable component in the remuneration of the Directors. As per the Nomination and Remuneration Policy of the Company the amount of commission is calculated on the basis of the performance evaluation of the Directors and contribution at the meeting of the Board of Directors and Committees as the case may be. |
|10 ||The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year. ||Not applicable |
|11 ||Affirmation that the remuneration is as per the Remuneration Policy of the Company. ||The remuneration paid to the Directors is as per the Remuneration Policy of the Company. |
|12 ||Statement showing the name of every employee of the Company who- ||Please refer Annexure "G" |
| ||(i) i f employed throughout the financial year was in receipt of remuneration for that year which in the aggregate was not less than sixty lakh rupees; || |
| ||(ii) if employed for a part of the financial year was in receipt of remuneration for any part of that year at a rate which in the aggregate was not less than five lakh rupees per month; || |
| ||(iii) i f employed throughout the financial year or part thereof was in receipt of remuneration in that year which in the aggregate or as the case may be at a rate which in the aggregate is in excess of that drawn by the Managing Director or Wholetime Director or Manager and holds by himself or along with his spouse and dependent children not less than two percent of the equity shares of the Company. || |
26. VIGIL MECHANISM
The Company has in place Whistle Blower Policywherein theEmployees/Directors/Stakeholders of the Company are free to report any unethical orimproper activity actual or suspected fraud or violation of the Companys Code ofConduct. This mechanism provides safeguards against victimization of Employees who reportunder the said mechanism. During the year under review the Company has not received anycomplaints under the said mechanism. The Whistle Blower Policy of the Company has beendisplayed on the Companys website at the link - http://bharatforge.com/images/PDFs/policies/BFL%20Whistle%20Blower%20 Policy-Signed.pdf
a. Statutory Auditors
At the 53rd (Fifty-third) Annual General Meeting held on September 4 2014M/s. S R B C & C? LLPChartered Accountants [Firm Registration No.: 324982E/
E300003] were appointed as Statutory Auditors of the Company to hold office till theconclusion of the 56th (Fifty-six) Annual General Meeting to be held in theyear 2017. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the Statutory Auditors shall be placed for ratification at every AnnualGeneral Meeting. Accordingly the appointment of M/s. S R B C & C? LLP CharteredAccountants [Firm Registration No.: 324982E/E300003] as Statutory Auditors of theCompany will be placed for ratification by the Shareholders in the ensuing Annual GeneralMeeting. In this regard the Company has received a certificate from the Auditors to theeffect that if their appointment is ratified it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
The Notes on financial statement referred to in the Auditors Rs. Report areself-explanatory and do not call for any further comments. The Auditors Rs. Report doesnot contain any qualification reservation or adverse remark.
b. Secretarial Audit
The Board has appointed M/s. SVD & Associates Company Secretaries Pune toconduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report forthe financial year ended March 31 2016 is annexed herewith as Annexure "H" tothis report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.
c. Cost Auditors
The Board of Directors on the recommendation of Audit Committee has appointed M/s.Dhananjay V. Joshi & Associates Cost Accountants Pune [Firm Registration No.:00030] as Cost Auditors to audit the cost accounts of the Company for the Financial Year2016-17. As required under the Companies Act 2013 a resolution seeking Membersapproval for the remuneration payable to the Cost Auditors forms part of the Noticeconvening the Annual General Meeting.
The Cost Audit report for the Financial Year 2014-15 was filed with the Ministry ofCorporate Affairs on September 29 2015.
28. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms an integral part of this Report. The requisitecertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance is attached to the report on Corporate Governance.
29. REDEMPTION OF DEBENTURES
The 33.33% installment of Companys 11.95% Secured RedeemableNon-Convertible Debentures of Rs. 2500 Million of face value of Rs. 1000000/- each wasdue for redemption on January 5 2016 and the same has been paid on due date. As a resultafter the said redemption the aggregate paid up value of the said Debentures standsreduced to Rs. 333400/- each at the end of 7th year from the date ofallotment.
The 35% installment of Companys 10.75% Secured Redeemable Non-ConvertibleDebentures of Rs. 1760 Million of face value of Rs. 1000000/- each was due forredemption on April 28 2015 and the same has been paid on due date. As a result afterthe said redemption the aggregate paid up value of the said Debentures stands reduced toRs. 300000/- each at the end of 5th year from the date of allotment. Third andFinal installment @ 30% was paid on April 28 2016. As a result the said Debentures standfully redeemed in accordance with the terms of issue i.e. at the end of 6thyear from the date of allotment.
30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In terms of provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has formulated a Policy to preventSexual Harassment of Women at Workplace. During the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors would like to express their sincere appreciation of the positiveco-operation received from the Central Government the Government of MaharashtraFinancial Institutions and the Bankers. The Directors also wish to place on record theirdeep sense of appreciation for the commitment displayed by all executives officersworkers and staff of the Company resulting in the successful performance of the Companyduring the year.
The Board also takes this opportunity to express its deep gratitude for the continuedco-operation and support received from its valued shareholders.
The Directors express their special thanks to Mr. B. N. Kalyani Chairman and ManagingDirector for his untiring efforts for the progress of the Company.
For and on behalf of the Board of Directors
| ||B. N. KALYANI |
|Pune: May 17 2016 ||Chairman and Managing Director |