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Bharat Forge Ltd.

BSE: 500493 Sector: Engineering
NSE: BHARATFORG ISIN Code: INE465A01025
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OPEN 537.35
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VOLUME 81439
52-Week high 783.90
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P/E 25.84
Mkt Cap.(Rs cr) 24,123
Buy Price 516.00
Buy Qty 12.00
Sell Price 518.10
Sell Qty 328.00
OPEN 537.35
CLOSE 533.55
VOLUME 81439
52-Week high 783.90
52-Week low 452.00
P/E 25.84
Mkt Cap.(Rs cr) 24,123
Buy Price 516.00
Buy Qty 12.00
Sell Price 518.10
Sell Qty 328.00

Bharat Forge Ltd. (BHARATFORG) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 57th (Fifty-seventh) Annual Report onthe business and operations of the Company together with the audited financial statementsfor the Financial Year ended March 31 2018.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company on standalone and consolidated basis for theFinancial Year ended March 31 2018 as compared to previous year is summarised in thefollowing table:

In Rs Million
Particulars Standalone Consolidated
FY 2018 FY 2017 FY 2018 FY 2017
Total Income 54916.37 41656.18 85566.79 67174.35
Revenue outside India 29711.73 19417.50 59936.19 44817.70
Net Profit
Profit for the year before Taxation & Exceptional Item 12638.75 8044.68 12915.87 8183.39
Share of (loss)/ Profit of associates and Joint Venture - - (3.78) 0.20
Add/(Less): Exceptional Item (1332.05) 380.24 (954.48) 1284.29
Provision for Taxation:
Current tax 4161.42 2600.04 4318.49 2704.79
Deferred tax 72.33 (25.89) 99.44 (213.12)
Profit for the year from continuing operations 7072.95 5850.77 7539.68 6976.01
Profit for the year from discontinued operations - - - 131.17
Profit for the year 7072.95 5850.77 7539.68 7107.18
Less : Non-controlling interests - - (84.76) 61.02
Profit for the year attributable to equity holders of the parent 7072.95 5850.77 7624.44 7046.16
Items of other comprehensive income (net of tax) 202.71 48.82 251.19 (14.93)
Total 7275.66 5899.59 7875.63 7031.23
Balance of Profit from previous year 29429.22 23405.20 28493.30 21337.64
Debenture Redemption Reserve written back - 1065.00 - 1065.00
Profit available for appropriation 36704.88 30369.79 36368.93 29433.87
APPROPRIATIONS:
Interim Dividend on Equity Shares 931.18 581.99 931.18 581.99
Tax on above dividend 189.56 118.48 189.56 118.48
Final Dividend on Equity Shares 1163.97 116.40 1163.97 116.40
Tax on above dividend 236.96 23.70 236.96 23.70
Transfer to General Reserve 100.00 100.00 100.00 100.00
Adjustment during the year - - 71.02 -
Surplus retained in Statement of Profit and Loss 34083.21 29429.22 33676.24 28493.30

2. DIVIDEND

The Board in its meeting held on November 8 2017 declared an interim dividend of Rs2/- per equity share (i.e.100%) of the face value of Rs 2/- each aggregating to Rs 931.18Million plus applicable taxes thereon.

Based on the Company's performance the Directors are pleased to recommend for approvalof the members a final dividend of Rs 2.50 per equity share (i.e. 125%) of the facevalue of Rs2/- each. The final dividend on equity shares if approved by the members wouldinvolve a cash outflow ofRs 1163.97 Million plus a dividend tax of Rs 239.26Million.

The total dividend for the financial year ended March 31 2018 including the proposedfinal dividend would aggregate to Rs 2523.97 Million inclusive of the dividend tax.

The dividend payout has been formulated in accordance with the Dividend DistributionPolicy of the Company.

3. RESERVES

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

An amount of Rs 34083.21 Million is proposed to be retained as surplus in theStatementofProfit Loss . and

4. PERFORMANCE OF THE COMPANY

a) Total Income:

During the year under review the total income of the Company on a standalone basisamounted to Rs 54916.37 Million as against Rs 41656.18 Million in the previousyear representing an increase of 31.83%.

b) Revenue from Exports:

During the year under review the exports turnover of the Company on a standalone basiswas Rs 29711.73 Million against Rs 19417.50 Million in the previous year representingan increase of 53.02%. The increase in exports was primarily on account of strong marketdemand and increase in market share in the heavy commercial vehicle business. The Companyhas continued to de-risk its export business through new product development and new orderwins across sectors and geographies.

5. 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.

6. 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. RelatedParty disclosures as per Ind AS 24 have been provided in Note 39 to the financialstatement.

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 the financial year ended March 31 2018.

7. DEPOSITS

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

8. INTERNAL FINANCIAL CONTROLS

The Company has place adequate internal controlswithreferenceto year such controlswere tested and no reportable material weaknesses in the design or operation wereobserved.

9. RISK MANAGEMENT

The Company has a robust risk management framework comprising risk governance structureand defined management processes. The Board of Directors of the Company has formed aFinance and Risk Management Committee to frame implement and monitor the risk managementplan for the Company. The committee is responsible for reviewing the risk management planand ensuring its effectiveness. The Audit Committee has additional oversight in the areaof financial risks and controls. The major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.The development and implementation of risk management policy has been covered in theManagement Discussion and Analysis (MDA) which forms part of this report.

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

There are no adverse material changes or commitments occurred after March 31 2018which may affectthefinancial position of the Company or may require disclosure.

11. 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.

12. 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.

13. SHARE CAPITAL

The fully paid-up Equity Share Capital of the Company as on March 31 2018 stood at Rs931.18 Million.

During the year the Company has allotted Bonus equity shares in the ratio 1:1 (i.e. 1equity share for every 1 fully paid-up equity share of the Company). The Company has notissued shares with differential voting rights nor has granted any stock options or sweatequity. As on March 31 2018 none of the Directors of the Company hold instrumentsconvertible into equity shares of the Company.

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

Pursuant to the provisions of the Companies Act 2013 and Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (IEPF

Rules) the declared dividends which remained unpaid or unclaimed for a period ofseven (7) years and shares thereof shall be transferred by the Company to the InvestorEducation and Protection Fund (IEPF) established by the Central Government.

Accordingly during the year the Company has transferred the unpaid or unclaimeddividend for a period of seven (7) years from the date they became due for paymentalongwith the shares thereof to IEPF. The shareholders have option to claim their sharesand / or amount of dividend transferred from IEPF. No claim shall be entertained againstthe Company for the amounts and shares so transferred.

The list of equity shareholders whose shares are transfered to IEPF can be accessed onthe website of the Company at below mentioned link:

The Company has sent the notice to the respective shareholders who have not claimeddividend for seven (7) consecutive years and whose shares are liable to be transferred toIEPF during the financial year 2018 19. The newspaper advertisement stating the same hasalso been published in the newspapers. The list of equity shareholders whose shares areliable to be transfred to IEPF can be accessed on the website of the Company at belowmentioned link:

15. DIVIDEND DISTRIBUTION POLICY

The Securities and Exchange Board of India (‘SEBI') vide notifica 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 listedentities based on market capitalization (calculated as on March 31 of every financialDistribution 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%20 Distribution%20Policy.pdf.

16. 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.

17. 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 2018the 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 31 2018 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 be followed by the Company and that such internalfinancial 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.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In terms of provisions of the Companies Act 2013 and the Articles of Association ofthe Company Mr. P. C. Bhalerao (DIN: 00037754) and Mr. S. E. Tandale (DIN:00266833) Directors of the Company retire by rotation at the ensuing Annual GeneralMeeting and being eligible have offered themselves for re-appointment.

Brief profiles of Mr. P. C. Bhalerao and Mr. S. E. Tandale Directors of the Companyare given in the Notice convening the 57th Annual General Meeting of the Company forreference 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 the Board of Directors of the Company re-appointed Mr. B.N. Kalyani (DIN: 00089380) as a Managing Director of the Company for a period of 5 (five)years commencing from March 30 2018 and Mr. G. K. Agarwal (DIN: 00037678) as a DeputyManaging Director of the Company for the period of 5 (five) years commencing from April1 2018. Both the appointments are subject to approval of the sharesholders. Accordinglythe resolution for re-appointment of Mr. B. N. Kalyani and Mr. G. K. Agarwal forms part ofNotice convening the 57th Annual General Meeting.

19. NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (five) times during the year. Also a separate meeting of IndependentDirectors was convened as prescribed under Schedule IV of Companies Act 2013 was heldduring the year under review. The details of meetings of Board of Directors are providedin the Report on Corporate Governance that forms a part of this Annual Report. The maximuminterval between any two meetings did not exceed 120 days as prescribed under theCompanies Act 2013.

20. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the CompaniesAct 2013 SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on May 24 2017. The performance of the board wasevaluated by the board after seeking inputs from all the directors on the basis ofcriteria such as the board composition and structure effectiveness of board processesinformation and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. In a separate meeting of independent directorsperformance of non-independent directors the Chairman of the Company and the board as awhole was evaluated taking into account the views of executive directors andnon-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.

21. FAMILIARISATION PROGRAMME

The Company on a regular basis makes detailed presentations to the entire Boardincluding Independent

Directors on the Company's operations and business plans strategy global and domesticbusiness environment and the business model of its respective businesses. Suchpresentations are made by the senior management/ leadership team/function heads so thatthe Independent Directors can have direct interaction with them. The Board members areprovided with necessary documents/ brochures reports and internal policies to enable themto familiarise with the Company's procedures and practices.

During the year in October 2017 the Company organised a Plant Tour at Bharat ForgeAluminiumtechnik Germany for

Independent Directors along with Senior Management team to apprise the directors on thedetailed operational aspects and the business of the Subsidiary Companies. Deep dives andimmense sessions were conducted by senior executives on their respective business units.The Directors were apprised on key aspects including the industry/market and technologytrends the Company's performance Strategic bets and their progress and future outlook.

The Independent Directors were also briefed regularly on the R&D and Innovationinitiatives in the Company. Additionally visit to KCTI Research and Development CentrePune of the Company was organized for the Independent Directors.

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/PDFs/BFL-Familiarisation%20Programme%20for%20Independent%20Directors-22%2005%2018.pdf

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

23. INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

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 the 10.37%
4 The number of permanent employees on the rolls of company 4715
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 justifica thereof and pointthemanagerialremunerationand out if there are any exceptional circumstances for increase in the managerial remuneration. Percentage increase in salaries of managerial personnel at 50th
Percentile is: 7.97%.
Percentage increase in salaries of non-managerial personnel at 50th Percentile is: 12.77%.
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 is as per the Remuneration policy of the company.
7 Statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee 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/herself or along with his/her spouse and dependent children not less than two percent of the equity shares of the company.

24. 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 available on the Company'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 financial year ended March 31 2018.

25. 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 te certificaintegralpartofthisAnualReport.Therequisite from the Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is attached to the report onCorporate Governance.

26. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review the Board approved acquisiotion of 45% stake in TORKMotors India Private Limited Pune in three tranches. Accordingly the Company hasacquired first tranche of 30.37%. TORK Motors is an electric drive train company mainlyfocused on electrical two wheeler and/or premium electric motor cycle.

During the year the Company also incorporated a wholly owned subsidiary in Israel viz.Indigeneous IL Limited with an objective of exploring targets in technology space andalso explore tie-ups with universities/tehnology institutions in further upgradingresearch and development initiatives in various new technologies.

The Company has purchased remaining 40% shares of Analogic Control India Limited(ACIL) from its erstwhile promoters. With this acquisition ACIL became a Wholly-OwnedSubsidiary of the Company.

Further during the year the Company has completed the sale of remaining balance equityof 26% in the power equipment Joint Venture Alstom Bharat Forge Power Private Limited(ABFPPL). With this divestment the Company has completed its total divestment in ABFPPL.

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedthe consolidated financial statements which forms part of this Annual Report. Further 38a statement containing the salient features of the financial statements of oursubsidiaries in the prescribed Form AOC-1 is presented in a separate section forming partof 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.

There has been no change to the Policy for determining ‘Material' subsidiariesduring the financial year ended March 31 2018.

27. 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 2017-18.

28. AUDITORS

A. Statutory Auditors

At the 56th Annual General Meeting (AGM) of the Company held on Thursday August 102017 M/s. S R B C & CO

LLP Chartered Accountants Pune (Firm Registration No. 324982E/E300003) were appointedas Statutory Auditors to hold office upto the conclusion of the 61 st Annual GeneralMeeting of the Company to be held in the year 2022 subject to ratification of appointmentat every Annual General Meeting. However the Companies (Amendment) Act 2017 publishedin the Gazette of India on January 3 2018 omitted first proviso to Section 139(1) ofCompanies Act 2013 which provided for ratification of appointment of Statutory Auditorsby members at every AGM which has been effective from May 7 2018.

In view of the above the Board of Directors of the Company have proposed to ratify theappointment of Statutory Auditors and recommended to continue their appointment for theperiod of four years commencing from the conclusion of this AGM till the conclusion of AGMto be held in the year 2022 without seeking any further ratification of their appointmentfrom members at the ensuing AGMs.

In this regard the Company has received a certificate from the Auditors to the effectthat if their appointment is made by the shareholder will be in accordance with theprovisions of Section 141 of the Companies Act 2013.

B. Secretarial Auditor and the Audit

The Board has appointed M/s. SVD & Associates Company Secretaries Pune toconduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report forthe financial year ended March 31 2018 is appended as Annexure "F" tothis report. The Secretarial Audit Report does not contain any qualification reservationor adverse 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 2018-19.

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 year2018-19. As required under the Companies Act 2013 a resolution seeking Member's approvalfor the remuneration payable to the Cost Auditors forms part of Notice convening the 57thAnnual General Meeting.

The Cost Audit Report for the Financial Year 2016-17 has been filed with the Ministryof Corporate Affairs on September 27 2017.

D. Reporting of fraud by Auditors

During the year under review the Auditors of the Company have not reported any fraudas specified under Section 143(12) of the Companies Act 2013 to the Audit Committee.

29. 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 from time to time and the Companies (CorporateSocial Responsibility Policy) Rules 2014.

During the year under review the Company has spent Rs 218.45 Million on variousCSR activities.

The CSR Committee of the Company comprises of Mr. P. G. Pawar Chairman of theCommittee and Independent Director Mr. B. N. Kalyani Chairman and Managing Director andMr. Amit B. Kalyani Executive Director.

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

30. 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 on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal Act 2013) and the Rules made thereunder for prevention andredressal of complaints of sexual harassment at workplace. All women associates(permanent temporary contractual and trainees) as well as any women visiting theCompany's office premises or women service providers are covered under this Policy.

During the year under review there was 1 (one) complaint received to the Committeeconstituted under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 which has been resolved.

31. VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy wherein the Employees / Directors /Stakeholders of the Company are free to report any unethical or improper activity actualor suspected fraud or violation of the Company's Code of Conduct. The policy provides fora mechanism to report such concerns to the Audit Committee through specified channels.This mechanism provides safeguards against victimisation of Employees who report underthe said mechanism. The Whistle Blower Policy complies with the requirements of VigilMechanism as stipulated 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%20 Whistle%20Blower%20Policy-Signed.pdf

32. 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 "H" to this report.

33. GREEN INITIATIVES

The Company supports and pursues the ‘'Green Initiative'' of the Ministry ofCorporate Affairs Government of India. The Company has effected electronic delivery ofNotice of Annual General Meeting and Annual Report to those Members whose e-mail IDs areregistered with the Company / Depository Participants. The Companies Act 2013 and theunderlying rules as well as Regulation 36 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 permit thedissemination of financial 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.

34. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.

35. 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

Chairman and Managing Director

(DIN: 00089380)

Pune : May 22 2018