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Bharat Forge Ltd.
Change Company :  Go
Chairman : B N Kalyani Industry : Forgings
Last Price Today's Change Open Prev Close Day's Range 52 Week Range
746.70 -4.80 751.80 751.50 (758.00)   (742.30) (1292.50)   (705.00)
BSE Code 500493
ISIN Demat INE465A01025
Book Value (Rs.) 156.38
Dividend Yield (%) 0.07
Market Cap (Rs Mn) 173827.52
P/E 24.79
EPS (Rs.) 30.12
Face Value (Rs.) 2
Volume 61810.00
March 2015 Select Base Year :

CORPORATE GOVERNANCE REPORT

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 2014-15.

Composition of the Board

The Company's policy is to maintain an optimum combination of Executive and Non-Executive Directors. As on March 31, 2015, Bharat Forge's Board comprises of fourteen (14) Directors. The Board consists of the six (6) Executive Directors (including Chairman and Managing Director, who is a promoter Director) and eight (8) Non-executive Directors, seven (7) of whom are Independent. The composition of the Board is in conformity with Clause 49 of the Listing Agreements with the stock exchanges. Details of the composition of the Board of Directors etc., are given in Table 1.

Number of Board Meetings

In 2014-15, the Board of the Company met 4 (four) times on May 27,2014, July 30,2014, November 10, 2014, and February 2, 2015. The maximum gap between any two Board Meetings was 102 days and the minimum gap was 63 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 2014-15, the last Annual General Meeting (AGM) held on September 4, 2014 and the number of Directorships & Committee Chairmanships/Memberships held by them in other Indian public limited companies as on March 31, 2015, are given herein below:

Independent Directors

As mandated by Clause 49 of the Listing Agreement and the Companies Act, 2013, the Independent Directors on Bharat Forge Limited's Board:

• are person of integrity and possesses relevant expertise and experience;

• (i) are not a promoter of the Company or its  holding, subsidiary or associate company;

(ii) are not related to promoters or directors in the Company, its holding, subsidiary or associate company;

• apart from receiving director's remuneration, has or had no material pecuniary relationship with the Company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

• none of whose relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

• who, neither himself nor any of his relatives:

> holds or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

> is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of:

(a) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company; or

(b) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

> holds together with his relatives two percent or more of the total voting power of the Company; or

> is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five percent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the Company;

> is a material supplier, service provider or customer or a lessor or lessee of the Company;

• 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 updates thereof;

• Capital budgets and any updates thereof;

• Quarterly results for the Company and business segments;

• Minutes of the meetings of the Audit Committee, other Committees of the Board and minutes of meetings of Subsidiary Companies;

• 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 bythe 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;

• Constitution / 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 on human resources / industrial relations front like signing of wage agreement, implementation of voluntary retirement scheme etc.;

• 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, ifmaterial;

• Non-compliance of any regulatory, statutory nature or listing requirements and shareholders' service, such as non-payment of dividend, delay in share transfer, ifany, and others;

• Declaration of Independent Directors at the time of appointment/annually;

• Takeover of a Company or acquisition of a controlling ofa 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; and

• Compliance Certificates for all the laws as applicable to the Company.

The Board of Directors of Bharat Forge Limited is presented with detailed notes, along with 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 bythe Management.

CEO/MD and CFO Certification

The Chairman & 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 & 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 said certificate is annexed and forms part of the Annual Report.

Code of Conduct

The Company has adopted a Code of Conduct (the Code) 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 at the link: <http://content.dionglobal>. in/ bharat forge/PDF/Code%20of%20Conduct.pdf

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, 2015 the Company has Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Finance & Risk Management 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 the Committees.

1. AUDIT COMMITTEE

The composition of the Audit Committee is as under:

1. Mr. P. G. Pawar, Independent Director, Chairman

2. Mr. S. M. Thakore, Independent Director

3. Mr. P. H. Ravikumar, Independent Director

4. Mr. P. C. Bhalerao, Non-Executive Director

All the members of the Audit Committee possess accounting, economic, legal 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, September 4, 2014 was attended by the Chairman of the Committee, Mr. P. G. Pawar, to answer shareholders' queries.

The Audit Committee assists the Board in discharging of 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.

Meetings:

The Audit Committee met 5 (five) times during the year 2014-15 on May 27, 2014, July 30, 2014, September 10, 2014, November 10, 2014, and February 2, 2015.

The meetings of the Audit Committee are also attended by the Chairman & Managing Director, Executive Directors, Chief Financial Officer, Statutory Auditors, Internal Auditors and other Management representatives as special invitees as and when required. The Company Secretary acts as the secretary to the Audit Committee.

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;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company

Approval of payment of remuneration to Statutory Auditors for any other services rendered by the Statutory Auditors;

Reviewing, with the management, the Annual financial statement and Auditor's Report thereon 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 Section 134(3)(c) of the CompaniesAct, 2013.

> 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 statement arising out of audit findings.

> Compliance with listing and other legal requirements relating to financial statement.

> Disclosure of any related party transactions.

> Qualifications in the draft audit report.

Reviewing, with the management, the quarterly financial statement before submission to the board forapproval;

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 steps in the matter;

Review and monitor the Auditor's independence and performance and 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;

Evaluation of internal financial controls and risk management systems;

Reviewing with the management, performance of Statutory and Internal Auditors, 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 of any significant findings and follow up thereon;

• 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 and background, etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Review of information by the Audit Committee:

• Management discussion and analysis of financial condition and results ofoperations;

• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

• Management letters / letters of internal control weaknesses issued bythe StatutoryAuditors

Internal audit reports relating weaknesses, if any;

The appointment, removal and terms of remuneration of the Internal Auditors is subject to review by the Audit Committee;

The financial statement, in particular, the investments made by the unlisted subsidiaries of the Company, in view of the requirements under Clause 49 of the ListingAgreement;

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 at arm's length basis, along with management's justification for the same;

Review and monitor the Auditor's independence and performance and 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

The composition of the Nomination and Remuneration Committee is as under:

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.

Meetings:

The Nomination and Remuneration Committee met twice during the year 2014-15 on May 27, 2014 and February 2, 2015.

CORPORATE  SOCIAL RESPONSIBILITY (CSR)

COMMITTEE

The composition of the Corporate Social Responsibility (CSR) Committee is as under:

1. Mr. P. G. Pawar, Independent Director, Chairman

2. Mr. B. N. Kalyani, Chairman and Managing Director

3. Mr. Amit B. Kalyani, Executive Director

Terms of reference:

• 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 act in terms of any consequent statutory modification(s) / amendment(s) / revision(s) to any of the applicable provisions to the said Committee.

Meetings:

The Corporate Social Responsibility (CSR) Committee met twice during the year 2014-15 on May 27, 2014 and July 30, 2014.  

The committees prime responsibility is to assist the  Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of csr. The board on recommendation of csr committee on may 27, 2014 have apprioved csr policy for the company and disclosed the contents of the policy on the company websites at the link bharatforge. Com/pdfs/policies/bfl%20csr%20policy-signed.pdf

SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralised web-based complaints redressed system. The salient features of this system include 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: secretarial@bharatforge.com exclusively for investor servicing.

5. FINANCE AND RISK MANAGEMENT COMMITTEE

The 'Finance and Risk Management Committee' was re-constituted by the Board on February 2, 2015 by re­naming the existing'Finance Committee'. The Committee's composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement.

The composition of the Finance and Risk Management Committee is as under:

1 Mr. B. N. Kalyani, Chairman and Managing Director, Chairman

2 Mr. P. G. Pawar, Independent Director

3 Mr. Amit B. Kalyani, Executive Director

4 Mr. P. C. Bhalerao, Non-Executive Director

Terms of Reference:

• To monitor and review risk management plan of the Company from time to time;

To formulate procedures and to inform Board members about the risk assessment and minimization procedures of the Company;

• To borrow money from Bank / Financial Institution, etc. upto limits specified bythe Board;

• To invest funds of the Company into shares, debentures, securities or any other instruments in subsidiary, associate and other group Companies upto limits specified bythe Board;

• To grant loans, advance monies or give guarantee or provide security in respect of any loans to subsidiary, associate and other group Companies upto limits specified bythe Board;

• To approve capital expenditure for purchase of plant & machinery, instruments, etc. upto limits specified by the Board; and

• To open and close bank accounts of the Company and to authorise employees for operating bank accounts of the Company.

Meetings:

The Finance and Risk Management Committee met during the year 2014-15on March 31,2015.

FUNCTIONAL COMMITTEE

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.

Till FY 2013-14, the Sitting Fee of Rs. 5,000/- used to be paid to Directors for attending the Meetings of Board & Committees. In terms of the provisions of Section 197 of Companies Act, 2013 read with Rule 4 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on May 27, 2014, re-fixed the amount for Sitting Fee, with immediate effect @ Rs. 50,000/- per meeting for Board and Audit Committee meetings and @ Rs. 25,000/- per meeting of any other Board Committees' meetings.

Further, Company would make all travelling and other arrangements for Directors for their participation in the

Board and other committee meetings or reimburse such expenses, ifany.

The Remuneration payments in the Company are made with an aim of rewarding performance based on review of achievements. The remuneration levels are in consonance with the existing industry practices.

Payments to Non-Executive Directors are decided based on multiple criteria of seniority/ experience, number of years on the Board, Board/Committee meetings attended, Director's position on the Company's Board Committees, other relevant factors and performance of the Company. There are no pecuniary relationships or transactions of the Non-Executive Directors vis-a-visthe Company

APPOINTMENT/RE-APPOINTMENT OF

DIRECTORS

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, following information is furnished about the Directors proposed to be appointed/re-appointed at the ensuingAnnual General Meeting:

1. Mr. G. K. Agarwal [DIN : 00037678]

Mr. G. K. Agarwal (64) is a Bachelor of Engineering (Mech.) and M.B.A. He has over 42 years of work experience. Mr. G. K. Agarwal has been on the Board of the Company since April 1, 1998. He was designated as Deputy Managing Director with effect from May 23, 2006. He is responsible for the Company's operations viz. Marketing, Manufacturing, Purchases, Personnel, Exports and New Projects.

DISCLOSURES

Related Party Transactions

All transactions entered into with related parties during the financial year were in the ordinary course of business. These have been approved by the Audit Committee. The Board has approved a policy for related party transactions which has been uploaded on the Company's website at the link : <http://bharatforge.com/images/PDFs/policies/> BFL.RPT%20Policy.pdf- <http://BFL.RPT%20Policy.pdf->

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 statement.

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 optimization, profitability, legal requirements, liquidity and capital resources.

Management Discussion and Analysis

This Annual Report hasa detailed chapter on Management Discussion and Analysis (MDA) and includes discussion on various matters specified under Clause 49 (VIII) (D) 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 Limited 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 Company has adopted a Whistle Blower Policy and has established the necessary Vigil mechanism for employees and directors to report concerns about unethical behaviour. The Whistle Blower Policy complies  with the requirements of Vigil mechanism as stipulated under Section 177(9) of the Companies Act, 2013. The details of establishment of Whistle Blower Policy/ Vigil Mechanism have been disclosed on the Company's website at the link: <http://bharatforge.com/images/PDFs/> policies/BFL%20Whistle%20Blower%20Policy-Signed.pdf

The policy comprehensively provides an opportunity for an employee/Director to report the instances of unethical behaviour, 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 is being communicated to the employees and also posted on Company's intranet.

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 Board

The Company has Executive Chairman and the office with required facilities is provided and maintained at the Company's expenses for use of the Chairman.

Shareholder Rights

Half yearly financial results are forwarded to the stock exchanges and uploaded on the website of the Company like Quarterly results.

Audit Qualification

The Company is in the regime of unqualified financial statement.

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 financial year.

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, half-yearly and annual 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.

Website

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 Agreements 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.

SHAREHOLDERS Annual Report

Annual Report containing, inter alia, Audited financial statement. Consolidated financial statement. Boards' Report, Independent Auditors' Report and other important information, is circulated to members and others entitled thereto. The Management Discussion and Analysis (MDA) 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, 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 the 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 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 secretarial@bharatforge.com  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 : Monday

Date : August 3, 2015

Time : 10.30 a.m.

Venue : Registered Office of the Company, Mundhwa, Pune Cantonment, Pune-411 036, Maharashtrajndia.

FINANCIAL YEAR: April 1, 2014to March 31, 2015

For the year ended March 31, 2015, results were announced on:

July30,2014 : First quarter

November10,2014 : Half yearly

February2,2015 : Third quarter

May20,2015 :  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 2015-16

Quarterendingjune30,2015:onorbeforeAugust14,2015

Quarter ending September 30, 2015: on or before November14, 2015

Quarter ending December 31, 2015: on or before February14, 2016

Audited results for the financial year 2015-16: on or before May30, 2016

BOOK CLOSURE

The books will be closed from Wednesday, July 22, 2015 to Monday, August 3, 2015 (both days inclusive) as annual closure for payment of final dividend.

DIVIDEND

A. Interim Dividend (Equity Shares):

The Board of Directors of the Company at its meeting held on February 2, 2015 had approved payment of an Interim Dividend at the rate of Rs. 3/- per equity Share of Rs. 21- each (150%) for the financial year ending on March 31, 2015. The said dividend has been paid on February 16, 2015.

B. Final Dividend (Equity Shares):

The Board has recommended a Final Dividend of Rs. 4.50 per equity share of Rs. 2/- each (225%) for the year ended March 31, 2015 and would be payable on or before August 21, 2015.

The final dividend, if declared, will be paid to those members:

(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 Tuesday july 21, 2015;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 Tuesday july 21, 2015.

Reminders to Investors

Every year reminder letters for unpaid dividend are sent to the shareholders who have not claimed the dividend.

Transfer of unpaid/unclaimed amounts to Investor Education and Protection Fund (IEPF)

During the year under review, the Company has credited X2,882,373/- (Rupees Twenty-eight Lakh Eighty-two Thousand Three Hundred and Seventy-three 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.

LISTING

Equity

SEESI vide its order no. WTM/RKA/MRD/28/2015 dated April 13, 2015 has allowed exit of Pune Stock Exchange Limited as a Stock Exchange with effect from April 13, 2015. As a consequence of the said order, Pune Stock Exchange cease to be a Stock Exchange and the Company's Equity Shares shall cease to be listed on Pune Stock Exchange Limited with effect from April 13, 2015.

Equity Shares of Bharat Forge Limited are listed on the BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai.

BSE Script Code - 500493

NSE Trading Symbol - BHARATFORG

Equity ISIN : INE465A01025

Debt Security

• The 50% and 25% installment of Company's 10.75% Secured Redeemable Non-Convertible Debentures of Rs. 3,500 Million of face value of Rs. 1,000,000/-( Rs.750,000/- as on March 31, 2014) each was due for redemption on September 22, 2014 and March 22, 2015 respectively and the same has been paid on due dates. As a result, the said Debentures stands fully redeemed as at the end of 66th month from the date of allotment i.e. on March 22, 2015.

The 33.33% installment of Company's 11.95% Secured Redeemable Non-Convertible Debentures of Rs. 2,500 Million of face value of Rs. 1,000,000/- each was due for redemption onjanuary 5, 2015 and the same has been paid on due date. As a result, after the said redemption, the paid up value of the said Debentures stands reduced to Rs. 666,700/- each at the end of 6th year from the date of allotment.

• The 35% installment of Company's 10.75% Secured Redeemable Non-Convertible Debentures of Rs. 1,760 Million of face value of Rs. 1,000,000/- each was due for redemption on April 28, 2014 and the same has been paid on due date. As a result, after the said redemption, the paid up value of the said Debentures stands reduced to Rs. 650,000/- each at the end of4th year from the date of allotment.

All annual listing fees due during the year have been paid.

DEBENTURE TRUSTEES

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 : : GDA Trusteeship Limited

Trustees

Address  : "GDAHouse",S. No.94/95, Plot No. 85, Opp. Kothrud Bus Depot, Bhusari Colony(Right), Paud Road, Kothrud, Pune - 411 038, Maharashtra, India  Phone No: 020-2528 0081 . Fax No: 020-2528 0275  . Email address  : dt@gdatrustee.com

STOCK DATA

Table 11 below gives the monthly high and low prices and volumes of Bharat Forge Limited (Bharat Forge) Equity Shares at BSE Limited, Mumbai (BSE) and National Stock Exchange of India Limited, Mumbai (NSE) during the year 2014-15.

Share Transfer Agents and Share Transfer and Demat System

Bharat Forge Limited has no share transfer agent. 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 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

The Securities and Exchange Board of India vide its Notification dated January 15, 2015 has notified The

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (New Regulations). The New Regulations came into effect from May 15, 2015 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 shall stand repealed from that date. The Company has formulated a comprehensive Code of Conduct for Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information in the securities of the Company to its Promoters, Key Managerial Personnel and Designated Persons

Dematerialisation

The Company's Equity Shares are under compulsory demat trading. As on March 31, 2015, dematerialised shares accounted for 96.36% (96.26% upto March 31, 2014) of total Equity share capital. The details of dematerialisation are given in Table 14 below.

Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity

GDRs-9,200

Plant Locations

• 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: secretarial@bharatforge.com

Compliance Certificate of the Auditors

Certificate from the Auditors of the Company, M/s. SRB C & Co LLP, confirming compliance with the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is attached.

Disclosure under Clause 5A.II of the Listing Agreement in respect of Unclaimed Shares

In compliance with the Clause 5A.II 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, 2015, compliance with the Code of Conduct of the Company laid down for them.

B. N. KALYANI

Chairman and Managing Director

Pune: May 20, 2015

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