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Bharat Forge Ltd.

BSE: 500493 Sector: Engineering
NSE: BHARATFORG ISIN Code: INE465A01025
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VOLUME 22156
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P/E 47.95
Mkt Cap.(Rs cr) 29,289
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Sell Price 629.05
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OPEN 638.00
CLOSE 628.95
VOLUME 22156
52-Week high 659.00
52-Week low 382.98
P/E 47.95
Mkt Cap.(Rs cr) 29,289
Buy Price 0.00
Buy Qty 0.00
Sell Price 629.05
Sell Qty 824.00

Bharat Forge Ltd. (BHARATFORG) - Director Report

Company director report

For the year ended March 31 2017 To the Members

Your Directors have pleasure in presenting the 56th (Fifty-sixth) AnnualReport on the business and operations of the Company together with the audited financialstatements for the Financial Year ended March 31 2017.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company on standalone and consolidated basis for theFinancial Year ended March 31 2017 as compared to previous year is summarised in thefollowing table:

In ' Million

Standalone

Consolidated

FY 2017 FY 2016 FY 2017 FY 2016
Total Income 41656.18 46378.22 67174.35 71336.83
Revenue outside India 19417.50 24 984.73 44817.70 49742.00
Net Profit
Profit for the year before Taxation & Exceptional Item 8044.68 10302.00 8183.39 9712.72
Add/(Less): Exceptional Item 380.24 (42.20) 1284.29 (54.69)
Provision for Taxation:
Current tax 2600.04 3130.86 2703.68 3219.88
Deferred tax (25.89) 152.76 (213.12) (55.33)
Adjustment of tax relating to earlier year/MAT credit -

-

1.11 0.21
Profit for the year from continuing operations 5850.77 6976.18 6976.01 6493.27
Profit for the year from discontinued operations - - 131.17 260.33
Profit for the year 5850.77 6976.18 7107.18 6753.60
Less: Non-controlling interests -

-

61.02 (30.95)
Profit for the year attributable to equity holders of the parent 5850.77 6976.18 7046.16 6784.55
Items of other comprehensive income (net of tax) 48.82 (73.65) (14.93) (45.87)
total 5899.59 6902.53 7031.23 6738.68
Balance of Profit from previous year 23405.20 19824.80 21337.64 17921.09
Debenture Redemption Reserve written back 1065.00

-

1065.00

-

Profit available for appropriation 30369.79 26727.33 29433.87 24659.77
APPROPRIATIONS:
Interim Dividend on Equity Shares 581.99 1629.56 581.99 1629.56
Tax on above dividend 118.48 331.74 118.48 331.74
Final Dividend on Equity Shares 116.40 1047.57 116.40 1047.57
Tax on above dividend 23.70 213.26 23.70 213.26
Transfer to General Reserve 100.00 100.00 100.00 100.00
Adjustment during the year

-

-

82.06

-

Surplus retained in Statement of Profit and Loss 29429.22 23405.20 28411.24 21337.64

2. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA) vide its notification dated February 16 2015notified the Indian Accounting Standards (Ind AS) applicable to certain classes ofcompanies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 ofthe Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014.

Being applicable the Company has adopted Ind AS from April 1 2016 and accordinglythe transition was carried out from the Accounting Principles generally accepted in Indiaas specified under Section 133 of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 (previous GAAP) to Ind AS 101 "First time adoptionof Indian Accounting Standards".

The impact of transition has been recorded in opening reserves as at April 12015 andthe periods presented have been restated / reclassified.

The reconciliation and descriptions of the effect of the transition from Indian GAAP toInd AS have been provided in Note 55 in the notes to accounts in the standalone andconsolidated financial statements.

3. DIVIDEND

The Board in its meeting held on February 8 2017 declared an interim dividend of '2.50/- per equity share (i.e.125%) of the face value of ' 2/- each aggregating to ' 700.47Million inclusive of dividend tax.

Based on the Company's performance the Directors are pleased to recommend for approvalof the members a final dividend of ' 5/- per equity share (i.e. 250%) of the face value of' 2/- each. The final dividend on equity shares if approved by the members would involvea cash outflow of ' 1163.97 Million plus a dividend tax of ' 236.96 Million.

The total dividend for the financial year ended March 31 2017 including the proposedfinal dividend would aggregate to ' 2101.40 Million inclusive of the dividend tax.

The final dividend payout has been formulated in accordance with the DividendDistribution Policy of the Company.

4. RESERVES

During the year under review the Company proposes to transfer ' 100.00 Million to theGeneral Reserve.

An amount of ' 29429.22 Million is proposed to be retained as surplus in the Profitand Loss account.

5. PERFORMANCE OF THE COMPANY

a) Total Income:

During the year under review the total income of the Company on a standalone basisamounted to ' 41656.18 Million as against ' 46378.22 Million in the previous yearrepresenting a decrease of 10.20%. The total domestic revenue of the Company has grown by4.80%.

Further during the year under review the Company has secured long term export ordersof US$ 80 Million and domestic order of ' 2700 Million from the domestic market acrossvarious segments and geographies for the existing as well as new products.

b) Revenue from Exports:

During the year under review the exports turnover of the Company on a standalone basiswas ' 19418 Million against ' 24985 Million in the previous year representing adecrease of 22.3%. The decline in exports was primarily on account of weakness in enddemand from the North American market. The Company has continued to de-risk its exportbusiness through new product development and new order wins across sectors andgeographies.

6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

Particulars of loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of notes to the financial statement provided in this AnnualReport.

7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company with Related Parties are atarm's length and are in the ordinary course of business.

Pursuant to Section 134 of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 the particulars of transactions with related parties are providedin Form AOC-2 which is annexed as Annexure "A" to this report. Related Partydisclosures as per Ind AS 24 have been provided in Note 39 to the financial statement.

The policy on Related Party Transactions as approved by the Board has been displayed onthe Company's website at: http://bharatforge.com/images/PDFs/policies/BFL.

RPT%20Policy.pdf

There has been no change to the policy on Related Party Transactions during thefinancial year ended March 31 2017.

8. DEPOSITS

During the year under review the Company has not accepted any deposit under Chapter Vof the Companies Act 2013.

9. 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.

10. RISK MANAGEMENT

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 Finance and Risk Management Committee reports to the Board of Directors and theAudit Committee who provide oversight for the entire risk management framework of theCompany.

As a part of the Company's strategic planning process the Directors have reviewed therisk management processes and the risks faced by the Company and the corresponding riskmitigation plans deployed. The Company is on track in respect of its risk mitigationactivities.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurred after March 31 2017which may affect the financial position of the Company or may require a disclosure.

12. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

13. STATE OF COMPANY'S AFFAIRS

Discussion on state of affairs of the Company has been covered as part of theManagement Discussion and Analysis (MDA). MDA for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section forming part of this Annual Report.

14. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31 2017 stood at ' 465.59Million. During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity. As on March 31 2017none of the Directors of the Company hold instruments convertible into equity shares ofthe Company.

15. REDEMPTION OF DEBENTURES

The 30% installment of Company's 10.75% Secured Redeemable Non-Convertible Debenturesof face value of ' 1000000/- each was due for redemption on April 28 2016. The Companyhas paid the said installment on April 28 2016. With this payment of final installmentthe 10.75% Secured Redeemable Non-Convertible Debentures of face value of ' 1000000/-stand fully redeemend as on April 28 2016.

The 33.34% installment of Company's 11.95% Secured Redeemable Non-ConvertibleDebentures of face value of ' 1000000/- each was due for redemption on January 5 2017.The Company has paid the said installment on January 5 2017. With this payment of thirdand final installment the 11.95% Secured Redeemable Non-Convertible Debentures of facevalue of ' 1000000/- each stand fully redeemed as on January 5 2017.

As a result all the debentures of the Company stand redeemed during FY 2016-17.

16. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND('IEPF')

Pursuant to provisions of the Companies Act 2013 the declared dividends whichremained unpaid or unclaimed for a period of seven years shall be transferred by theCompany to the Investor Education and Protection Fund (IEPF) established by the CentralGovernment.

Accordingly the unpaid or unclaimed dividend remaining unpaid / unclaimed for a periodof seven years from the date they became due for payment have been transferred to theIEPF established by the Central Government. No claim shall be entertained against theCompany for the amounts so transferred.

Recently the MCA has notified the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 (IEPF Rules). Pursuant Section 124(6)of the Companies Act 2013 read with IEPF Rules as amended all shares in respect of whichdividend has not been paid or claimed for seven consecutive years or more shall betransferred by the Company to the IEPF.

Accordingly the Company has sent notice to the respective shareholders who have notclaimed dividend for seven consecutive years or more and the newspaper advertisementstating the same has been published in the newspapers. The list of equity shareholderswhose shares are liable to be transfered to IEPF can be accessed on the website of theCompany at below mentioned link: http://bharatforge.com/images/PDFs/Unclaimed_Dividend/List%20of%20Shareholders%20and%20 shares%20due%20to%20transfer%20to%20the%20

IEPF%202016%2003%2010.pdf

17. DIVIDEND DISTRIBUTION POLICY

The Securities and Exchange Board of India ('SEBI') vide notification bearing No.SEBI/LAD-NRO/GN/2016- 17/008 dated July 8 2016 has inserted Regulation 43A DividendDistribution Policy to the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. According to this regulation it is mandatory for the top five hundredlisted entities based on market capitalization (calculated as on March 31st ofevery financial year) to formulate a Dividend Distribution Policy.

Accordingly the Board of Directors of the Company has on recommendation of the AuditCommittee adopted the Dividend Distribution Policy. The Dividend Distribution Policy ofthe Company is enclosed as Annexure "B" to this report and is alsoavailable on the Company's website at: http://bharatforge.com/images/PDFs/policies/Dividend%20Distribution%20Policy.pdf.

18. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return of the Company in Form MGT-9 is appended as Annexure "C" tothis Report.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 Directors confirm that:

a. in preparation of the annual accounts for the financial year ended March 31 2017the applicable Accounting Standards have been followed and there were no materialdepartures;

b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as on March 312017 and of the profit of theCompany for that period;

c. they have 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. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

I n terms of provisions of the Companies Act 2013 and the Articles of Association ofthe Company Mr. G. K. Agarwal and Mr. Kishore Saletore

Directors of the Company retire by rotation at the ensuing Annual General Meeting andbeing eligible have offered themselves for re-appointment.

Brief profiles of Mr. G. K. Agarwal and Mr. Kishore Saletore Directors of the Companyare given in the Notice convening the 56th Annual General Meeting of theCompany for reference of the shareholders.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

During the year under review Ms. Tejaswini Chaudhari has been appointed as a DeputyCompany Secretary and Compliance Officer of the Company with effect from July 16 2016 dueto resignation of Mr. Anand Daga Vice President (Legal) and Company Secretary fromservices of the Company effective from July 15 2016.

21. NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (five) times during the year. Also a separate meeting of IndependentDirectors as prescribed under Schedule IV of Companies Act 2013 was held during the yearunder review. The details of meetings of Board of Directors are provided in the Report onCorporate Governance that forms a part of this Annual Report. The maximum interval betweenany two meetings did not exceed 120 days as prescribed under the Companies Act 2013.

22. BOARD EVALUATION

SEBI vide a Circular No. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated January 5 2017 hasissued a guidance note on Board Evaluation. Based on the guidance note issued by SEBI andon recommendations of the Nomination and Remuneration Committee of the Company therevised evaluation criterion of performance of Independent Directors and Board ofDirectors of the Company has been adopted by the Board of Directors of the Company.

Further pursuant to provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Committees. Performance evaluation has beencarried out as per the Nomination and Remuneration Policy of the Company.

In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.

23. FAMILIARISATION PROGRAMME

The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarise with the Company's 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 forfamilarisation for Independent Directors are posted on the website of the Company and canbe accessed at: http://bharatforge.com/images/PDFs/investor_reports/BFL-Familiarisation%20Programme%20 for%20Independent%20Directors-24%2005%2017. pdf

24. 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 500 Listed entities based on market capitalization. Incompliance with the Regulation we have provided the BRR as a part of this Annual Report.

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 "D"
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 "D"
3 The percentage increase in the median remuneration of employees in the financial year. 5.02%
4 The number of permanent employees on the rolls of Company. 4727
5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. Percentage increase in salaries of managerial personnel at 50th Percentile is: (0.06%) Percentage increase in salaries of non-managerial personnel at 50th Percentile is: 5.81% The increase in remuneration is not solely based on Company's 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 Company performance. There are no exceptional circumstances for increase in the managerial remuneration.
6 Affirmation that the remuneration is as per the Remuneration Policy of the Company. The remuneration paid to the Directors/KMP is as per the Remuneration Policy of the Company.
7 Statement showing the name of every employee of the Company who- Please refer Annexure "E"
(i) if employed throughout the financial year was in receipt of remuneration for that year which in the aggregate was not less than one crore and two 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 eight lakh and fifty thousand rupees per month;
(iii) if 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 Whole-time 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. 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 appended as Annexure "F" to this report and is also available on theCompany's website at: http://bharatforge.com/images/PDFs/policies/NOMINATION_AND_REMUNERATION_POLICY.PDF

There has been no change to the Nomination and Remuneration Policy during the financialyear ended March 31 2017.

27. 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 hasimplemented several best Corporate Governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 forms an integral part of this Annual Report. Therequisite certificate from the Auditors of the Company confirming compliance with theconditions of Corporate Governance is attached to the report on Corporate Governance.

28. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review the Company has acquired Walker Forge Tennessee LLC USAand PMT Holding Inc.USA through its wholly owned subsidiary - Bharat Forge America Inc.USA for an aggregate consideration of US $ 14 Million. Walker Forge Tennessee LLC USA andPMT Holding Inc. USA have become indirect subsidiaries of the Company with effect fromDecember 1 2016. Walker Forge Tennessee LLC USA and PMT Holding Inc. USA are renamed asBharat Forge Tennessee Inc. and Bharat Forge PMT Technologies LLC respectively.

During the year under review the Board of Directors has approved divestment ofCompany's 49% stake in power equipment Joint Venture with Alstom Bharat Forge PowerPrivate Limited (ABFPPL) for US $ 35 Million. Accordingly till now the Company hasdivested 23% of its shareholding in ABFPPL. The transaction for balance 26% equity wouldbe consummated upon receipt of customer approvals for certain projects.

As on March 312017 the Company has 19 (Nineteen) subsidiaries (including step downsubsidiaries) and one associate/joint venture company. In accordance with Section 129 (3)of the Companies Act 2013 the Company has prepared the consolidated financial statementwhich forms part of this Annual Report. Further a statement containing the salientfeatures of the financial statement of our subsidiaries in the prescribed Form AOC-1 ispresented in a separate section forming part of the financial statements.

Pursuant to Section 136 of the Companies Act 2013 the audited financial statementsincluding the consolidated financial statements and related information of the Company andseparate audited accounts in respect of subsidiaries are available on the website of theCompany at: http://bharatforge.com.

The Policy for determining 'Material' subsidiaries has been displayed on the Company'swebsite at the link: http://bharatforge.com/images/PDFs/policies/Policy%20on%20Material%20Subsidiary-BFL.pdf

There has been no change to the Policy for determining 'Material' subsidiaries duringthe financial year ended March 31 2017.

29. AUDIT COMMITTEE

The Audit Committee comprises of Mr. P. G. Pawar - Chairman of the Committee andIndependent Director Mr. S. M. Thakore - Independent Director Mr. P. H. Ravikumar -Independent Director and Mr. P. C. Bhalerao - Non Executive Director.

All the recommendations made by the Audit Committee were deliberated and accepted bythe Board during the financial year 2016-17.

30. AUDITORS

A. Statutory Auditors

At the 53rd Annual General Meeting of the Company held on September 4 2014M/s. S R B C & CO LLP Chartered Accountants Pune (Firm Registration No.324982E/E300003) were appointed as Statutory Auditors to hold office upto the conclusionof the 56th Annual General Meeting of the Company to be held in the year 2017.

In terms of the provisions of the Companies Act 2013 and the related rules in respectof rotation of Auditors thereunder M/s. S R B C & CO LLP Chartered Accountants Puneare eligible for re-appointment as Statutory Auditors of the Company for five years underthe second term i.e. upto the conclusion of 61st Annual General Meeting to beheld in the year 2022.

The Company has received a certificate from M/s. S R B C & CO LLP CharteredAccountants Pune to the effect that their appointment if made at the ensuing 56thAnnual General Meeting of the Company will be in accordance with the conditions laid downunder the Companies Act 2013 and Rule 4 of Companies (Audit and Auditors) Rules 2014.

In the meeting held on May 24 2017 the Audit Committee of the Company has proposedand the Board of Directors of the Company has recommended appointment of M/s. S R B C& CO LLP Chartered Accountants Pune as the Statutory Auditors of the Company.Subject to approval of shareholders of the Company M/s. S R B C & CO LLP CharteredAccountants Pune will hold office for a period of 5 (five) consecutive years from theconclusion of 56th Annual General Meeting of the Company scheduled to be heldon August 10 2017 till the conclusion of 61st Annual General Meeting to beheld in the year 2022.

Further the Notes on financial statements referred to in the Auditors' Report areselfexplanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

B. Secretarial Auditor and the Audit

The Board has appointed M/s. SVD & Associates Company Secretaries Pune toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report forthe financial year ended March 31 2017 is appended as Annexure "G" to thisreport. The Secretarial Audit Report does not contain any qualification reservation oradverse remark.

Further as required under Section 204 of the Companies Act 2013 and Rules thereunderthe Board has appointed M/s. SVD & Associates Company Secretaries Pune to conductSecretarial Audit for the financial year 2017-18.

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 year 2017-18.As required under the Companies Act 2013 a resolution seeking Member's approval for theremuneration payable to the Cost Auditors forms part of Notice convening the 56thAnnual General Meeting.

The Cost Audit report for the Financial Year 201516 was filed with the Ministry ofCorporate Affairs on September 26 2016.

31. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Company has been carrying out various Corporate Social Responsibility (CSR)activities. These activities are carried out in terms of Section 135 read with ScheduleVII of the Companies Act 2013 as amended and the Companies (Corporate SocialResponsibility Policy) Rules 2014.

During the year under review the Company has spent ' 73.04 Million on various CSRactivities.

The CSR Committee of the Company comprises of Mr. P. G. Pawar Chairman and IndependentDirector Mr. B. N. Kalyani Chairman and Managing Director and Mr. Amit B. KalyaniExecutive Director.

The Annual Report on CSR activities and the CSR initiatives taken during the year isappended as Annexure "H" to this report.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules made thereunder forprevention and redressal of complaints of sexual harassment at workplace. All womenassociates (permanent temporary contractual and trainees) as well as any women visitingthe Company's office premises or women service providers are covered under this Policy.

During the year under review there were no complaints reported to the Committeeconstituted under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

33. VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy wherein theEmployees/Directors/Stakeholders of the Company are free to report any unethical orimproper activity actual or suspected fraud or violation of the Company's Code ofConduct. The policy provides for a mechanism to report such concerns to the AuditCommittee through specified channels. This mechanism provides safeguards againstvictimisation of Employees who report under the said mechanism.

The Whistle Blower Policy complies with the requirements of Vigil Mechanism asstipulated under Section 177 of the Companies Act 2013.

During the year under review the Company has not received any complaints under thesaid mechanism. The Whistle Blower Policy of the Company has been displayed on theCompany's website at the link: http://bharatforge.com/images/PDFs/policies/BFL%20Whistle%20Blower%20Policy-Signed.pdf

34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AndOutgo

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 appendedas Annexure "I" to this report.

35. GREEN INITIATIVEs

The Company supports and pursues the ''Green Initiative'' of the Ministry of CorporateAffairs Government of India. The Company has effected electronic delivery of Notice ofAnnual General Meeting and Annual Report to those Members whose e-mail IDs were registeredwith the Company/ Depository Participants. The Companies Act 2013 and the underlyingrules as well as Regulation 36 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 permit the dissemination offinancial statements and annual report in electronic mode to the Members.

For members who have not registered their email addresses physical copies are sent inthe permitted mode.

Your Directors are thankful to the Members for actively participating in the GreenInitiative and seek your continued support for implementation of the green initiative.

36. ACKNOwLEDGEMENT

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 24 2017 Chairman and Managing Director