REPORT ON CORPORATE GOVERNANCE
CORPORATE GOVERNANCE PHILOSOPHY
BHARAT FORGE BELIEVES THAT IT IS IMPERATIVE AND NON-NEGOTIABLE FOR A WORLD-CLASS COMPANY TO ADOPT TRANSPARENT ACCOUNTING POLICIES, APPROPRIATE DISCLOSURE NORMS, BEST-IN-CLASS BOARD PRACTICES AND CONSISTENT HIGH STANDARDS OF CORPORATE CONDUCT TOWARDS ITS STAKEHOLDERS.
Bharat Forge has consistently aimed at developing and internalising such policies and implementing best-in-class actions that make it a good model of corporate governance. To that effect, Bharat Forge has adopted practices mandated in Clause 49 of the Listing Agreement and has established procedures and systems to be fully compliant with it. The procedure and systems are reviewed periodically to ensure their continued relevance, effectiveness and responsiveness to the needs of our Shareholders.
The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreements entered into with the Stock Exchanges with regard to the corporate governance, applicable for the year 2013-14.
BOARD OF DIRECTORS
Composition of the Board
The Company's policy is to maintain an optimum combination of Executive and Non-Executive Directors. As on March 31, 2014, Bharat Forge's Board comprises of fifteen (15) Directors. The Board consists of the five (5) Executive Directors (including Chairman and Managing Director, who is a promoter Director) and ten (10) Non-executive Directors, eight (8) of whom are independent. Details are given in Table 1.
Number of Board Meetings
In 2013-14, the Board of the Company met 4 (four) times on May 25, 2013, August 8, 2013, October 25, 2013, and February 4, 2014. The maximum gap between any two Board Meetings was 101 days and the minimum gap was 74 days.
Directors' Attendance Record and Directorships
The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year 2013-14 and the last Annual General Meeting (AGM) held on August 8, 2013 and the number of Directorships and Committee Chairmanships/ Memberships held by them in other public companies as on March 31, 2014, are given herein below. As mandated by Clause 49 of the Listing Agreement, the Independent Directors on Bharat Forge Limited's Board:
• Apart from receiving Director's remuneration, do not have any material pecuniary relationships or transactions with the Company, its Promoters, its Directors, its Senior Management or its Holding Company, its Subsidiaries and Associates, which may affect independence of the Director.
• Are not related to promoters or persons occupying management positions at the Board level or at one level below the Board.
• Have not been an executive of the Company in the immediately preceding three financial years.
• Are not Partners or Executives or were not Partners or Executives during the preceding three financial years of the:
a) Statutory Audit Firm or the Internal Audit Firm that is associated with the Company.
b) Legal firm(s) and consulting firm(s) that have a material association with the Company.
• Are not material suppliers, service providers or customers or lessors or lessees of the Company, which may affect independence of the Director.
• Are not substantial shareholders of the Company, i.e. do not own 2% or more of block of voting shares.
• Are not less than 21 years of age.
Information Supplied to the Board
Among others, information supplied to the Board includes:
• Annual operating plans of businesses and budgets and any update thereof.
• Capital budgets and any updates thereof.
• Quarterly results for the Company and operating divisions and business segments.
• Minutes of the meetings of the Audit Committee and other Committees of the Board.
• The information on recruitment and remuneration of senior officers just below the level of Board, including the appointment or removal of Chief Financial Officer and Company Secretary.
• Show cause, demand, prosecution notices and penalty notices, which are materially important.
• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
• Any material default in financial obligations to and by the Company or substantial non-payment for goods sold by the Company.
• Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order, which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.
• Making of loans and investment of surplus funds.
• General notices of interests of Directors.
• Formation / Reconstitution of Board Committees.
• Appointment, remuneration and resignation of Directors.
• Dividend declaration.
• Significant changes in accounting policies and internal controls.
• Details of any joint venture or collaboration agreements.
• Transactions that involve substantial payment towards goodwill, brand equity or intellectual property.
• Significant labour problems and their proposed solutions; any significant development in human resources / industrial relations front like signing of wage agreement, implementation of voluntary retirement scheme and so on.
• Sale of material nature of investments, subsidiaries, assets which are not in the normal course of business.
• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.
• Non-compliance of any regulatory, statutory nature or listing requirements and shareholders' service, such as non-payment of dividend, delay in share transfer, if any, and others.
• Declaration of Independent Directors at the time of appointment/annually.
• Takeover of a Company or acquisition of a controlling a substantial stake in another Company.
• Appointment of and fixing of remuneration of the Auditors as recommended by the Audit Committee.
• Annual financial results of the Company, Auditors' report and the Report of the Board of Directors.
• Compliance Certificates for all the laws as applicable to the Company.
Bharat Forge Limited's Board is presented with detailed notes, alongwith the agenda papers, well in advance of the meeting. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practical to attach any document to the agenda, the same is tabled before the meeting with the specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary items on the agenda are permitted. The Board periodically reviews compliance reports of laws applicable to the Company, prepared and placed before the Board by the Management.
Disclosure of Accounting Treatment in preparation of Financial Statements
In the preparation of financial statements, the Company has followed the Accounting Standards as prescribed under the Companies (Accounting Standard) Rules, 2006, as applicable. The Accounting Policies followed by the Company, to the extent relevant, are set out elsewhere in this Annual Report. There were no public issue, right issues, preferential issues, bonus issues etc. during the year.
CEO and CFO Certification
The Chairman and Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. The Chairman and Managing Director and the Chief Financial Officer also give quarterly certification on financial results, while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.
The Company has adopted a Code of Conduct for Directors and Senior Management of the Company. The code has been circulated to all the members of the Board and Senior Management and the same is available on the Company's website: www.bharatforge.com .
The Board members and Senior Management personnel have affirmed their compliance with the code. A declaration to this effect signed by the Chairman and Managing Director of the Company is contained in this Annual Report.
COMMITTEES OF THE BOARD
As on March 31, 2014 the Company has: Audit Committee, Shareholders'/Investors' Grievances Committee, Remuneration Committee and Functional Committee. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by the members of the respective Board Committees. The Company's guidelines relating to Board Meetings are applicable to Committee Meetings, as far as may be practicable. Each Committee has the authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in its work. Minutes of the proceedings of the Committee Meetings are placed before the Board meeting for perusal and noting. The Company Secretary acts as the secretary of all Committees.
To align with the requirements prescribed for such Board Committees under the provisions of the Companies Act, 2013, the Board of Directors on May 27, 2014 amended the terms of reference of the Audit Committee, changed nomenclature, constitution as well as terms of reference of Remuneration Committee by renaming it as 'Nomination and Remuneration Committee', changed nomenclature and terms of reference of Shareholders'/Investors' Grievances Committee by renaming it as 'Stakeholders Relationship Committee' and formed Corporate Social Responsibility Committee. The details set out below reflect the above amendment/approval of the Board.
The Company's Audit Committee comprises four members; headed by Mr. P. G. Pawar and has Mr. S. M. Thakore, Mr. P. H. Ravikumar and Mr. P. C. Bhalerao as its members. During the year, upon retirement from the Board, Mr. S. D. Kulkarni ceased to be a member of the Committee with effect from August 8, 2013.
All the members of the Audit Committee possess accounting, economic and financial management expertise. The composition of the Audit Committee meets with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Annual General Meeting (AGM) held on Thursday, August 8, 2013 was attended by the Chairman of the Committee, Mr. P. G. Pawar, to answer shareholders' queries.
The Audit Committee assists the Board in its responsibility to oversee the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committee's purpose is to oversee the accounting and financial reporting statements, the appointment, independence, performance and remuneration of the Statutory Auditors, including the Cost Auditors and the performance of Internal Auditors of the Company.
The Committee met 6 (six) times on May 25, 2013, August 8, 2013, August 21, 2013, October 25, 2013, February 4, 2014 and March 19, 2014. The maximum gap between any two meetings was 101 days and the minimum gap was 12 days.
Powers of the Audit Committee:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of the audit committee inter alia includes the following:
• Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditors, scope and the fixation of audit fees.
• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
• Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
> Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956.
> Changes, if any, in accounting policies and practices and reasons for the same.
> Major accounting entries involving estimates based on the exercise of judgment by management.
> Significant adjustments made in the financial statements arising out of audit findings.
> Compliance with listing and other legal requirements relating to financial statements.
> Disclosure of any related party transactions.
> Qualifications in the draft audit report.
• Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
• Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
• Discussion with internal auditors any significant findings and follow up there on.
• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
• To review the functioning of the Whistle Blower mechanism.
• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
• Reviewing any changes in the accounting policies or practices as compared to the last completed financial year and commenting on any deviation from the Accounting Standards; and
• Carrying out such other functions, as may be specifically referred to the Committee by the Board of Directors and/ or other Committees of Directors of the Company.
Review of information by the Audit Committee :
• Management discussion and analysis of financial condition and results of operations.
• Statement of significant related party transactions.Management letters / letters of internal control weaknesses issued by the Statutory Auditors.
• Internal audit reports relating to internal control weaknesses, if any.
• The appointment, removal and terms of remuneration of the Internal Auditors.
• The Financial statements, in particular, the investments made by the unlisted subsidiaries of the Company, in view of the requirements under Clause 49 of the Listing Agreement.
• Details of material individual transactions with related parties, which are not in the normal course of business.
• Details of material individual transactions with related parties or others, which are not arm's length basis, along with management's justification for the same; and
The Board on May 27, 2014 added the additional terms of references of Audit Committee as mentioned below to align with the requirements of the Companies Act, 2013:
• review and monitor the auditor's independence and performance effectiveness of audit process;
• approval or any subsequent modification of transactions of the Company with related parties;
• scrutiny of inter-corporate loans and investments;
• valuation of undertakings or assets of the company, wherever it is necessary; and
• evaluation of internal financial controls and risk management systems.
NOMINATION AND REMUNERATION COMMITTEE
To align with the requirements of the Companies Act, 2013, the nomenclature of 'Remuneration Committee' has been changed to 'Nomination and Remuneration Committee' by the Board on May 27, 2014 with following new composition of the said Committee:
1. Mr. P. G. Pawar, Independent Director, Chairman
2. Mr. S. M. Thakore, Independent Director
3. Mr. Vimal Bhandari, Independent Director
4. Mr. P. C. Bhalerao, Non-Executive Director
Terms of Reference
• To identify qualified persons to become directors and senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and to carry out evaluation of every director's performance;
• To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees; and
• To act in terms of any consequent statutory modification(s) /amendment(s) / revision(s) to any of the applicable provisions to the said Committee.
SEBI Complaints Redress System (SCORES)
The investor complaints are processed in a centralised web-based complaints redressed system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken reports (ATRs) by the concerned companies and online viewing by investors of action taken on the complaints and its current status.
Designated Exclusive Email-ID
The Company has also designated the email-id: email@example.com exclusively for investor servicing.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
Considering the requirements of the Companies Act, 2013, the Board on May 27, 2014 constituted 'Corporate Social Responsibility Committee' (CSR) Committee with composition as under:
1. Mr. P. G. Pawar, Independent Director, Chairman
2. Mr. B. N. Kalyani, Managing Director and
3. Mr. Amit B. Kalyani, Executive Director
Terms of reference inter alia includes the following:
• To formulate and recommend to the Board, a Corporate Social Responsibility Policy in terms of Schedule VII of the Companies Act, 2013;
• To recommend the amount of expenditure to be incurred on the CSR activities;
• To monitor the Corporate Social Responsibility Policy of the Company from time to time; and
• To actin terms of any consequent statutorymodification(s) / amendment(s) / revision(s) to any of the applicable provisions to the said Committee.
The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of CSR Policy. The Board on recommendation of CSR committee, on May 27, 2014 have approved CSR policy for the Company and disclosed the contents of the Policy on the company's website -www.bharatforge.com .
The Board is authorised to constitute one or more functional committees delegating thereto powers and duties with respect to specific purposes. Meeting of such committees are held, as and when the need arises. Time schedule for holding the meetings of such functional committees are finalised in consultation with Committee members.
Related Party Transactions
Disclosure on materially significant related party transactions, i.e. transactions of the Company of material nature, with its Promoters, the Directors and the Management, their relatives, of subsidiaries etc. that may have potential conflict with interests of the Company at large.
None of the transactions with any of the related parties were in conflict with the interest of the Company. Attention of the members is drawn to the disclosure set out in Notes to Financial Statements-Schedule -forming part of the Annual Report.
The related party transactions are entered into based on consideration of various business exigencies, such as synergy in operation, sectorial specification and the Company's long-term strategy for sectorial investments, market share optimisation, profitability, legal requirements, liquidity and capital resources.
Management Discussion and Analysis
This Annual Report has a detailed chapter on Management Discussion and Analysis and includes discussion on various matters specified under Clause 49(IV)(F) of the Listing Agreement.
Disclosure by Management to the Board
Disclosures relating to financial and commercial transactions where senior management may have personal interest that might have been in potential conflict with the interest of the Company are provided to the Board.
Details of non-compliance
Bharat Forge has complied with all the requirements of regulatory authorities. There has been no instance of non-compliance by the Company on any matter related to capital market during the last three years and hence, no penalties/ strictures were imposed on the Company by the Stock Exchanges or SEBI or any Statutory Authority on any matter related to capital market during the last three years.
Whistle Blower Policy
The Board on May 27, 2014 has formulated a Whistle Blower Policy for directors and employees of the Company. The policy comprehensively provides an opportunity for an employee/ Director to report the instances of unethical behavior, actual or suspected fraud or any violation of the Code of Conduct and / or laws applicable to the Company and seek redressal. The policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. The policy has been communicated to the employees and also posted on Company's intranet. The Whistle Blower Policy complies with the requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013. The details of establishment of Whistle Blower Policy/ Vigil Mechanism have been disclosed on website of the Company- www.bharatforge.com .
COMPLIANCE WITH MANDATORY AND NON-MANDATORY REQUIREMENTS
The Company has complied with the applicable mandatory requirements of Clause 49 of the Listing Agreement. The Company has adopted following non-mandatory requirements of Clause 49 of the Listing Agreement.
The Company has Executive Chairman and the office with required facilities is provided and maintained at the Company's expenses for use the of the Chairman. The tenure and other criteria for Independent Directors are now being followed as prescribed under the provisions of the Companies Act, 2013.
The Company has now constituted 'Nomination and Remuneration Committee' to meet the requirements of Clause 49 of the Listing Agreement and of the Companies Act, 2013.
Half yearly financial results are forwarded to the Stock Exchanges and uploaded on the website of the Company like Quarterly results.
The Company is in the regime of unqualified financial statements.
Training of Board Members
The Board members are provided with necessary documents/ brochures and reports to enable them to familiarise with the Company's procedures and practices. Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company and business strategy. Certain training programmes will suitably be arranged for directors during the current FY.
Mechanism for evaluating non-executive Board Members
Suitable mechanism for performance evaluation of nonexecutive Directors would be devised in terms of the new provisions of the Companies Act, 2013.
Whistle Blower Policy
The Company has now adopted Whistle Blower Policy to meet the requirements of the Companies Act, 2013, wherein the employees/directors of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company's Code of Conduct or violation of laws applicable to the Company.
MEANS OF COMMUNICATION
Bharat Forge puts forth vital information about the Company and its performance, including quarterly results, official news releases and communication to investors and analysts on Company's website: www.bharatforge.com ,regularly for the benefit of the public at large.
During the year, the quarterly results of the Company's performance have been published in leading newspapers, such as Business Standard (All Editions), and Loksatta, Pune. News releases, Official news and media releases are sent to the Stock Exchanges.
The Company's website contains a separate dedicated section titled "Investors". The basic information about the Company, as called for in terms of Clause 54 of the Listing Agreement with the Stock Exchanges, is provided on the Company's website: www.bharatforge.com and the same is updated from time to time.
Presentations to Institutional Investors/Analysts
Detailed presentations are made to Institutional Investors and Financial Analysts on the unaudited quarterly financial results as well as the annual audited financial results of the Company.
NSE Electronic Application Processing System (NEAPS)
The NEAPS is a web-based application designed by NSE for Corporates. All periodical compliance filings, like the Shareholding pattern, Corporate Governance Report, media releases etc. are also filed electronically on NEAPS.
Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements, Directors' Report, Independent Auditors' Report and other important information, is circulated to members and others entitled thereto. The Management Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website: www.bharatforge.com .
Support Green Initiative of MCA
The Ministry of Corporate Affairs ("MCA"), Government of India, has taken a "Green Initiative in the Corporate Governance by allowing paperless compliances by companies vide General Circular 17/2011 dated April 21, 2011, in terms of which a Company has been forwarding such documents through electronic mode. Company requests shareholders to provide their e-mail addresses to enable Company to forward the notices/documents through e-mail, to the maximum possible extent in order to support more to green initiative. Members are once again requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants and members who hold shares in physical form with the Company at firstname.lastname@example.org or at its registered office at Secretarial Department, Mundhwa, Pune Cantonment, Pune-411 036, Maharashtra, India.
GENERAL SHAREHOLDER INFORMATION
Company registration details
The company is registered in the State of Maharashtra, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L25209PN1961PLC012046
ANNUAL GENERAL MEETING
Day : Thursday
Date : September 4, 2014
Time : 11:15 a.m.
Venue : Registered Office of the Company, Mundhwa, Pune Cantonment, Pune - 411 036, Maharashtra, India.
April 1, 2013 to March 31, 2014 For the year ended March 31, 2014, results were announced on:
August 8, 2013 : First quarter
October 25, 2013 : Half yearly
February 4, 2014 : Third quarter
May 27, 2014 : Annual
Quarterly results of the Company are published in Business Standard (all editions) and Loksatta (Pune) and are displayed on the Company's website: www.bharatforge.com
Key financial reporting dates for the financial year 2014-15
Quarter ending June 30, 2014: on or before August 14, 2014 Quarter ending September 30, 2014: on or before November 14, 2014 Quarter ending December 31, 2014: on or before February 14, 2015 Audited results for the financial year 2014-15: on or before May 30, 2015
The books will be closed from Saturday, August 23, 2014 to
A. Interim Dividend (Equity Shares):
The Board of Directors of the Company at its meeting held on February 4, 2014 had approved payment of Interim Dividend at the rate of Rs.2/- per equity Share of Rs. 2/- each (100%) for the financial year ending on March 31, 2014. The said dividend has been paid on February 28, 2014.
B. Final Dividend (Equity Shares):
The Board has recommended a Dividend of Rs.2.50 per equity share of Rs.2/- each (125%) for the year ended March 31, 2014 and would be payable on and from September 25, 2014. The final dividend, if declared, will be paid to those shareholders:
i) Who hold shares in physical form and whose names appear on the Register of Members of the Company after giving effect to all valid share transfers lodged with the Company before the closing hours on Friday, August 22, 2014; and
ii) whose names appear as beneficial owners holding shares in electronic form as per the beneficial ownership data as may be made available to the Company by the National Securities Depository Limited and the Central Depository Services (India) Limited, as of the end of the day on Friday, August 22, 2014.
Reminders to Investors
Reminders for unpaid dividend are sent to the shareholders as per records every year.
Transfer of unpaid/unclaimed amounts to Investor Education and Protection Fund (IEPF)
During the year under review, the Company has credited Rs.2,216,035/- (Rupees Twenty-two Lakh Sixteen Thousand Thirty-five only) lying in the unpaid/unclaimed dividend account, to the Investor Education and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.The cumulative amount of unpaid/unclaimed dividend and matured deposits (including accrued interest thereon) transferred to IEPF upto March 31, 2014 is Rs.2,309,566/-.
Equity Shares of Bharat Forge Limited are listed on the Bombay Stock Exchange Limited, Mumbai; National Stock Exchange of India Limited, Mumbai and Pune Stock Exchange Limited, Pune.
BSE Script Code - 500493
NSE Trading Symbol - BHARATFORG
Equity ISIN : INE465A01025
Secured Redeemable Non-convertible Debentures of Rs.250 crores (11.95%) issued on January 1, 2009 are listed on National Stock Exchange of India Limited (ISIN:INE465A07022).
Secured Redeemable Non-convertible Debentures of Rs.350 crores (10.75%) issued on September 22, 2009 are listed on Bombay Stock Exchange Limited (ISIN:INE465A07030). After the 25% redemption, the paid up value of the said Debentures stands reduced to Rs. 750,000/- each at the end of 54th month from the date of allotment.
Secured Redeemable Non-convertible Debentures of Rs.176 crores (10.75%) issued on April 28, 2010 are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited (ISIN : INE465A07048). After the 35% redemption, the paid up value of the said Debentures stands reduced Rs. 650,000/- each at the end of 4th year from the date of allotment.
All annual listing fees due during the year have been paid.
The details of Debenture Trustees in terms of SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013 are given below :
Name of Debenture Trustees : GDA Trusteeship Limited
Address : "GDA House', S. No.94/95, Plot No.85, Bhusari Colony (Right), Kothrud, Pune - 411 038, Maharashtra, India Phone No. : 020-2528 0081 Fax No. : 020-2528 0275 Email address : email@example.com
Table 9 below gives the monthly high and low prices and volumes of Bharat Forge Limited (Bharat Forge) Equity Shares at Bombay Stock Exchange Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) during the year 2013-14.
Share Transfer Agents and Share Transfer and Demat System
Bharat Forge has no share transfer agents. The Company is SEBI Registered Category-1 Registrar to an Issue and Share Transfer Agent. All works relating to physical transfer, transmission, splitting of Share certificates, dematerialisation and rematerialisation processing, payment of dividend etc. is done in-house at the registered office of the Company. Bharat Forge's equity shares are traded on the Stock Exchanges compulsorily in Demat mode. The Board's Executive Committee meets twice a month for dealing with matters concerning securities of the Company.
In compliance with the SEBI circular, dated December 27, 2002, requiring share registry in terms of both physical and electronic modes to be maintained at a single point, Bharat Forge has established direct connections with CDSL and NSDL, the two depositories. As such, the share registry work relating to both physical and electronic mode is being handled by the Secretarial Department of the Company.
Secretarial Audit for reconciliation of capital
In compliance with the requirements of SEBI, the Company has, at the end of every quarter, submitted a certificate of Reconciliation of Share Capital reconciling for the total shares held by both the depositories NSDL and CDSL and in physical form, duly certified by a qualified Practising Company Secretary, to the stock exchanges where the Company's securities are listed within 30 days of the end of each quarter and the certificate is also placed periodically before the Board of Directors of the Company at its Board Meetings. As of the date of this report, there are no legal proceedings against the Company on any share transfer matter.
Code of Conduct for Prevention of Insider Trading Practices
In accordance with the guidelines specified under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Company has formulated a comprehensive code of conduct for Prevention of Insider Trading in the securities of the Company ("Code of Conduct or "Code") to its Directors and Designated Employees.
Mundhwa, Pune Cantonment, Pune - 411 036, Maharashtra, India
• Gat No.635, Kuruli Village, Chakan, Tal- Khed, District Pune - 410 501, Maharashtra, India
• Opposite Jarandeshwar Railway Station, Post - Vadhuth, District Satara - 415 011, Maharashtra, India
• Tandulwadi & Wanjarwadi, Tal. Baramati, Dist. Pune - 413 206, Maharashtra, India
Investor Correspondence Address
Secretarial Department, Bharat Forge Limited, Mundhwa, Pune Cantonment, Pune - 411 036 Maharashtra, India Phones: +91-20-6704 2777, 6704 2476 Fax: +91-20-2682 2163 Email: firstname.lastname@example.org
Compliance Certificate of the Auditors
Certificate from the Auditors of the Company, M/s. S.R. Batliboi & Co. LLP, confirming compliance with the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement, is attached.
Particulars of the Cost Auditors :
With reference to the General Circular No. 15/2011-52/5/CAB -2011 dated April 11, 2011 issued by the Government of India, Ministry of Corporate Affairs, Cost Audit Branch, New Delhi -disclosures on Compliances made during FY 2013-14 are given below :
M/s. Dhananjay V. Joshi & Associates, Cost Accountants, (Membership No. : 24118) CMA Pride, Ground Floor, Plot No. 6, SN No. 16/6, Erandawana Co-op. Hsg. Society, Erandawana, Pune - 411 004, have been re-appointed as Cost Auditors of the Company under Section 148 of the Companies Act, 1956 to conduct cost audit of the Company for the financial year 2014-15. The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2013 was September 27, 2013 and the said Cost Audit Reports were filed by the Cost Auditor on September 22, 2013.
Disclosure under Clause 5AII of the Listing Agreement in respect of Unclaimed Shares
In compliance with the Clause 5A of the Equity Listing Agreement, to deal with the unclaimed shares in physical form, the Company had sent three reminders to such shareholders, whose sub-divided share certificates remained unclaimed, by requesting them to update correct details viz. postal addresses, PAN details etc. registered with the Company in order to avoid transfer of such unclaimed shares to the Unclaimed Suspense Account. The Company is in the process of forwarding the share certificates to those shareholders who have claimed their respective shares in response to above reminders.
DECLARATION ON COMPLIANCE WITH THE CODE OF CONDUCT
I, B. N. Kalyani, Chairman and Managing Director of Bharat Forge Limited hereby declare that all the Board members and senior managerial personnel have affirmed for the year ended March 31, 2014 compliance with the Code of Conduct of the company laid down for them.
B. N. Kalyani
Chairman and Managing Director
PlaceL: Pune :
Date: May 27, 2014