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 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.
This chapter, along with those on Management Discussion and Analysis and Additional Shareholders' Information, reports Bharat Forge's compliance with Clause 49.
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, 2013, Bharat Forge's Board comprises 17 Directors. The Board consists of the 6 Executive Directors (including Chairman and Managing Director, who is a promoter Director) and 11 Non-executive Directors, 10 of whom are independent.
Number of Board Meetings
In 2012-13, the Board of the Company met five times on May 28, 2012, August 10, 2012, October 31, 2012, February 8, 2013 and February 25, 2013. The maximum gap between any two Board Meetings was 100 days and the minimum gap was 17 days.
INFORMATION SUPPLIED TO THE BOARD
Among others, information supplied to the Board includes:
1. Annual operating plans of businesses and budgets and any update thereof.
2. Capital budgets and any updates thereof.
3. Quarterly results for the Company and operating divisions and business segments.
4. Minutes of the meetings of the Audit Committee and other Committees of the Board.
5. The information on recruitment and remuneration of senior officers just below the level of the Board, including the appointment or resignation of Chief Financial Officer and Company Secretary.
6. Show cause, demand, prosecution notices and penalty notices, which are materially important.
7. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
8. Any material default in financial obligations to and by the Company or substantial non-payment for goods sold by the Company.
9. 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.
10. Making of loans and investment of surplus funds.
11. General notices of interests of Directors.
12. Formation / Reconstitution of Board Committees.
13. Appointment, remuneration and resignation of Directors.
14. Dividend declaration.
15. Significant changes in accounting policies and internal controls.
16. Details of any joint venture or collaboration agreements.
17. Transactions that involve substantial payment towards goodwill, brand equity or intellectual property.
18. 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.
19. Sale of material nature of investments, subsidiaries, assets, which are not in the normal course of business.
20. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.
21. 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.
22. Declaration of Independent Directors at the time of appointment/annually.
23. Takeover of a Company or acquisition of controlling a substantial stake in another Company.
24. Appointment of and fixing the remuneration of the Auditors, as recommended by the Audit Committee.
25. Annual financial results of the Company, Auditors' report and the Report of the Board of Directors.
26. Compliance Certificate certifying compliance with all laws as applicable to the Company.
Bharat Forge Ltd.'s Board 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 specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary items on the agenda are permitted.
COMMITTEES OF THE BOARD
1. AUDIT COMMITTEE
In terms of Clause 49 of the Listing Agreement as well as Section 292A of the Companies Act, 1956, the Board has constituted the Audit Committee of the Board of Directors.
As on March 31, 2013, the Audit Committee of Bharat Forge comprised:
Mr. P.G. Pawar (Chairman)
Mr. S.D. Kulkarni
Mr. S.M. Thakore Mr. P.H. Ravikumar
Mr. P.C. Bhalerao
All the members of the Audit Committee have accounting, economic and financial management expertise. The composition of the Audit Committee meets with the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. Annual General Meeting (AGM) held on Friday, July 27, 2012 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 five times on May 5, 2012, May 28, 2012, August 10, 2012, October 31, 2012 and February 8, 2013. The maximum gap between any two meetings was 100 days and the minimum gap was 23 days.
The Director responsible for the finance function, the head of internal audit and the representative/officials of the Statutory Auditors and Internal Auditors are regularly invited to the Audit Committee meetings.
Mr. Ajay Sharma, Vice President (Legal) and Company Secretary is the Secretary to the Committee.
The terms of reference of the Audit Committee are as under:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal and other professional advice.
4. To secure attendance of outsiders with relevant expertise if it considers necessary.
The role of the Audit Committee includes:
1. Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or resignation of the Statutory Auditors and the fixation of audit fees.
3. Approving payment to Statutory Auditors for any other services rendered by the Statutory Auditors.
4. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
a) Matters required to be included in the Directors' Responsibility Statement to be included in the Directors' Report in terms of sub-section (2AA) of Section 217 of the Companies Act, 1956.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Qualifications in the draft Audit Report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, and so on), the statement of funds utilised 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.
7. Reviewing, with the management, the performance of Statutory Auditors, including Cost Auditors and Internal Auditors, and adequacy of the internal control systems.
8. 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.
9. Discussing with Internal Auditors any significant findings and follow up thereon.
10. 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.
11. Discussing with Statutory Auditors including Cost Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
12. Investigating the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
13. Approving the appointment of the 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 and others of the candidate.
14. 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
15. Carrying out such other functions, as may be specifically referred to the Committee by the Company's Board of Directors and/or other Committees of Directors of the Company.
The Company has systems and procedures in place to ensure that the Audit Committee mandatorily reviews:
1. Management discussion and analysis of financial condition and results of operations.
2. Management letters/letters of internal control weaknesses issued by the Statutory Auditors.
3. Internal audit reports relating to internal control weaknesses, if any.
4. The appointment, resignation and terms of remuneration of the Internal Auditors.
5. The Financial Statements, in particular, the investments made by the unlisted subsidiaries of the Company, in view of the requirements under Clause 49.
6. Details of material individual transactions with related parties, which are not in the normal course of business.
7. Details of material individual transactions with related parties or others, which are not on arm's length basis, along with management's justification for the same; and
8. Carry out such other functions, as may be specifically referred to the Committee by the Company's Board of Directors and/or the Committee of the Directors.
SHAREHOLDERS'/INVESTORS' GRIEVANCES COMMITTEE
Terms of Reference
The Shareholders'/ Investors' Grievances Committee, inter alia, approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of the Company. The Committee also looks to redress shareholders and investors complaints relating to shares transfer, non-receipt of Annual Report and declared dividends, and so on.
The Committee monitors implementation and compliance of Company's Code of Conduct for Prohibition of Insider Trading in pursuance of Securities Exchange Board of India (SEBI) (Prohibition of Insider Trading) Regulations, 1992.
The Committee comprises four members: Mr. S.D. Kulkarni (Chairman and Independent Director), Mr. B.N. Kalyani (Managing Director), Mr. P.C. Bhalerao (Non-Executive Director) and Mrs. Lalita D. Gupte, Independent Director.
The Committee met twice during the year 2012-13 on October 31, 2012 and February 8, 2013.
Terms of Reference
The Remuneration Committee has been constituted to recommend/review remuneration of the Managing Director, Deputy Managing Director and Executive Directors, based on their performance and defined assessment criteria.
The remuneration policy of the Company is directed towards rewarding performance, based on review of achievements. It is in consonance with the existing industry practice.
Each of the Non-Executive Directors is also paid a commission based on the performance of the Company. There are no pecuniary relationships or transactions of the Non-Executive Directors viz-a-viz the Company.
The Committee comprises of 5 members:
Mr. B. N. Kalyani (Chairman and Managing Director -Committee Chairman), Mr. S. D. Kulkarni (Independent Director), Mr. P. G. Pawar (Independent Director), Mr. P. C. Bhalerao (Non-Executive Director) and Mr. Amit Kalyani (Executive Director).
The Committee has not held any meeting during the year, 2012-13.
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 the Committee members.
Procedure of Committee Meetings
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.
Clause 49 defines a "material non-listed Indian Subsidiary" as an unlisted subsidiary, incorporated in India, whose turnover or net worth (i.e., paid up capital and free reserves) exceeds 20% of the consolidated turnover or net worth, respectively, of the listed holding Company and its subsidiaries in the immediately preceding accounting year. While Bharat Forge has 7 direct subsidiaries, 2 of them are registered outside India and 5 are in India, whose turnover does not exceed the limit prescribed under Clause 49 of the Listing Agreement with the Stock Exchanges. Thus, these subsidiaries are out of the scope of the above definition.
Since, the Company does not have any material unlisted subsidiary, it is not required to nominate an Independent Director of the Company on the Board of any Subsidiary.
Appropriate details of these subsidiaries are reported elsewhere in the Management Discussion and Analysis.
All subsidiaries of the Company are Board managed with their Boards having the rights and obligations to manage such companies in the best interest of their shareholders.
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 (IVF) of the Listing Agreement.
DISCLOSURES BY MANAGEMENT TO THE BOARD
All disclosures relating to financial and commercial transactions, where Directors may have a potential interest, are provided to the Board. The interested Directors do not participate in the discussion nor do they vote on such matters.
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.
CODE 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 ("the Code") to its management staff. The Company Secretary is the compliance officer under the Code responsible for complying with the procedures, monitoring adherence to the rules for the prevention.
CODE OF CONDUCT
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.
APPOINTMENT/RE-APPOINTMENT OF DIRECTORS
Directors seeking re-appointment at the ensuing Annual General Meeting:
Mr. G.K. Agarwal
Mr. P.C. Bhalerao
Mr. P.G. Pawar
Mr. S.D. Kulkarni and Prof. Dr. Uwe Loos, Directors liable to retire by rotation have expressed their intention not to seek re-election at the ensuing Annual General Meeting.
MR. G. K. Agarwal
Mr. G. K. Agarwal (62) is a Bachelor of Engineering (Mech.) and an M.B.A. He has over 39 years of work experience. Mr. Agarwal has been on our Board 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.
Mr. G.K. Agarwal is also a Director on the Board of Directors of BF Utilities Limited. He is also the Director on the Board of Directors of the subsidiaries of the Company viz.CDP Bharat Forge GmbH, Bharat Forge Aluminiumtechnik GmbH & Co. KG, Bharat Forge Hong Kong Limited and Bharat Forge Daun GmbH.
*Committee Memberships - NIL
Mr. G.K. Agarwal holds 2,455 Equity Shares of Rs. 2 each of the Company and is not related to any Director.
MR. P. C. Bhalerao
Mr. P.C. Bhalerao (63) has a B.E., M.B.A. and a D.T.M. He is a Non-Executive Director on the Board. He has over 34 years of work experience. Mr. Bhalerao has been on our Board since April 1, 1998. On and from August 1, 2005, he was designated as a Non-Executive Director on the Board.
Mr. P.C. Bhalerao is also a Director on the Board of Directors of Meritor HVS (India) Limited, Nandi Infrastructure Corridor Enterprises Limited, Nandi Economic Corridor Enterprises Limited and Automotive Axles Limited. Mr. Bhalerao is also the Director on the Board of Directors of the subsidiaries of the Company, viz.CDP Bharat Forge GmbH, Bharat Forge Aluminiumtechnik GmbH & Co. KG and Bharat Forge Daun GmbH.
Mr. P.C. Bhalerao is a Member of Finance & Audit Committee of Nandi Infrastructure Corridor Enterprises Limited and Nandi Economic Corridor Enterprises Limited.
Mr. P.C. Bhalerao does not hold any Equity Shares of the Company and is not related to any Director.
MR. P.G. Pawar
Mr. P.G. Pawar (68) is a Non-Executive and Independent Director on the Board. He is a Bachelor of Engineering from Birla Institute of Technology and Science, Pilani, Rajasthan. He has over 44 years of work experience. Mr. Pawar has been on our Board since May 24, 2005.
Mr. P.G. Pawar is also a Director on the Board of Directors of P.P. Holdings Ltd., Finolex Cables Ltd., Kirloskar Oil Engines Ltd., Force Motors Ltd., Abhijit Pawar Media Ltd., ABJA Constructions Ltd., Sakal Papers Pvt. Ltd., A.P. Holdings Pvt. Ltd., Panhala Investments Pvt. Ltd., Karha Developers & Miners Pvt. Ltd., Rajgadh Agro farms Pvt. Ltd., Pasle Agro Farms Pvt. Ltd., Bhimthadi Developers & Miners Pvt. Ltd., Ojas Engineering Pvt. Ltd., ASK Chemicals India Pvt. Ltd., World Association of Newspapers and The Indian Newspapers Society.
Mr. P.G. Pawar is a Member of the Audit Committee of Kirloskar Oil Engines Limited and Force Motors Ltd. and a Member of the Share Transfer cum Investors' Grievances Committee of Finolex Cables Ltd.
Mr. P.G. Pawar does not hold any Equity Shares of the Company and is not related to any Director.
As per Clause 49 of the Listing Agreement, Membership/ Chairmanship of only the Audit Committee and the Shareholders' Grievances Committee has been considered.
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 its 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 Investor Relations. 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 is updated regularly.
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 a part of the Annual Report and is displayed on the Company's website.
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 would have ensured compliance with the provisions of Section 53 of the Act, if service of documents have been made through electronic mode. In such a case, the Company has to obtain e-mail addresses of its members for sending the notices/documents through e-mail, giving an advance opportunity to each shareholder to register their e-mail address and changes therein, if any, from time to time, with the Company. The Company has welcomed the Green Initiative and accordingly requested the Members to immediately 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 email@example.com or at its registered Office at Secretarial Department, Mundhwa, Pune Cantonment, Pune - 411 036, Maharashtra, India.
Corporate Filing and Dissemination System (CFDS)
The CFDS portal, jointly owned, managed and maintained by the Bombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE), is a single source to view information filed by listed companies. All disclosures and communications to BSE and NSE are filed electronically through the CFDS portal and hard copies of the said disclosures and correspondence are also filed with the Stock Exchanges.
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 and others are also filed electronically on NEAPS.
SEBI Complaints Redress System (SCORES)
The investor complaints are processed in a centralised web-based complaints redressal 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.
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. These presentations are also uploaded on the Company's website: www.bharatforge.com.
Printed copy of the Chairman's speech is distributed to all the shareholders at the Annual General Meeting. The same is also placed on the Company's website.
DESIGNATED EXCLUSIVE EMAIL-ID
The Company has also designated the email-id: secretarial@ bharatforge.com, exclusively for investor servicing.
COMPLIANCE WITH MANDATORY AND NON-MANDATORY REQUIREMENTS
The Company is fully compliant with the applicable mandatory requirements of Clause 49 of the Listing Agreement. With regards to the non-mandatory requirements, the Company has formed a Remuneration Committee of the Board.
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.
M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune, Cost Auditors of the Company under Section 233 of the Companies Act, 1956 have been re-appointed as the Company's Cost Auditors for the financial year 2013-14.
The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended March 31, 2012 was February 28, 2013 and the Cost Audit Reports were filed by the Cost Auditor on December 26, 2012. The due date for filing the Cost Audit Reports for the financial year ended March 31, 2013 is September 30, 2013.
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 and so on, 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 Account - Schedule - forming a part of the Annual Report.
The related party transactions are entered into, based on consideration of various business exigencies, such as synergy in operation, sectoral specification and the Company's long-term strategy for sectoral investments, market share optimisation, profitability, legal requirements, liquidity and capital resources.
All related party transactions are negotiated on an arm's length basis and are intended to further the Company's interests.
Details of Non-Compliance
Bharat Forge Ltd. 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 3 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 3 years.
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
Date: August 8, 2013
Time: 10.30 a.m.
Venue: Registered Office of the Company, Mundhwa, Pune Cantonment, Pune - 411 036, Maharashtra, India
Key financial reporting dates for the financial year 2013-14
i. Quarter ending June 30, 2013: On or before August 14, 2013
ii. Quarter ending September 30, 2013: On or before November 14, 2013
iii. Quarter ending December 31, 2013: On or before February 14, 2014
iv. Audited results for the financial year 2013-14: On or before May 30, 2014
The books will be closed from August 3, 2013 to August 8, 2013 (both days inclusive) as annual closure for payment of final dividend.
A. Interim Dividend (Equity Shares)
The Company's Board of Directors, at its meeting held on Monday, February 25, 2013, had approved payment of Interim Dividend at the rate of 50% (Rs. 1.00 per Share) for the financial year ending on March 31, 2013. The said dividend has been paid on March 21, 2013.
B. Final Dividend (Equity Shares)
The Board has recommended a Final Dividend at the rate of 120% (Rs. 2.40) per equity share of Rs. 2 each for the financial year ended March 31, 2013. The dividend, if approved at the ensuing Annual General Meeting, will be paid to members whose names appear in the Register of Members as on August 2, 2013 and would be payable on and from August 26, 2013.
Reminders to Investors
Reminders for unpaid dividend are sent to the shareholders as per records available with the Company.
Transfer of unpaid/unclaimed amounts to Investor Education and Protection Fund (IEPF)
During the year under review, the Company has credited Rs. 1,422,400, 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 dividends and matured deposits (including accrued interest thereon) transferred to IEPF up to March 31, 2013 is Rs. 1,499,634.
Equity Shares of Bharat Forge Ltd. are listed on the Bombay Stock Exchange Ltd., Mumbai; National Stock Exchange of India Ltd., Mumbai and Pune Stock Exchange Ltd., Pune.
BSE Script Code - 500493
NSE Trading Symbol - BHARATFORG
1. Secured Redeemable Non-convertible Debentures of Rs. 250 crores (11.95%) issued on January 1, 2009, are listed on National Stock Exchange of India Ltd.
2. Secured Redeemable Non-convertible Debentures of Rs. 350 crores (10.75%) issued on September 22, 2009, are listed on the Bombay Stock Exchange Ltd.
3. Secured Redeemable Non-convertible Debentures of Rs. 176 crores (10.75%) issued on April 28, 2010 are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.
SHARE TRANSFER AGENTS AND SHARE TRANSFER AND DEMAT SYSTEM
Bharat Forge Ltd. 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 re-materialisation processing, payment of dividend and others are done in-house at the Company's registered office. Bharat Forge Ltd.'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 the Company's securities.
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 Ltd. 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 Company's Secretarial Department.
DISCLOSURE UNDER CLAUSE 5A(II) OF THE LISTING AGREEMENT IN RESPECT OF UNCLAIMED SHARES
SEBI, vide its circular No.CIR/CFD/DIL/10/2010 dated December 16, 2010, amended Clause 5A of the Equity Listing Agreement for dealing with unclaimed shares in physical form. In compliance with this amendment, the Company had sent 3 reminders to such shareholders, whose share certificates are in undelivered form and hence, remain unclaimed, by requesting them to update correct details, viz. postal addresses, PAN details and others 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 sending the Share Certificates to those shareholders who have claimed their respective shares in response to above reminders.
COMPLIANCE CERTIFICATE OF THE AUDITORS
Certificate from the Company's Statutory Auditors, 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 to the Directors' Report forming part of the Annual Report.
CEO AND CFO CERTIFICATION
The Chairman & Managing Director and the CFO 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 CFO also give quarterly certification on financial results, while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.
i. Mundhwa, Pune Cantonment, Pune - 411 036, Maharashtra, India
ii. Gat No.635, Kuruli Village, Chakan, Tal- Khed, District Pune - 410 501, Maharashtra, India
iii. Opposite Jarandeshwar Railway Station, Post - Vadhuth, District Satara - 415 011, Maharashtra, India
iv. Kusumbe, Jalgaon-Ajantha Road, Jalgaon - 425 003, Maharashtra, India
v. Tandulwadi & Wanjarwadi, Tal. Baramati, Dist. Pune - 413 206, Maharashtra, India
INVESTOR CORRESPONDENCE ADDRESS
Bharat Forge Limited
Mundhwa, Pune Cantonment, Pune - 411 036 Maharashtra, India
Phones: +91-20-6704 2777, 6704 2476
Fax: +91-20-2682 2163
Mr. Ajay Sharma, Company Secretary, is the Compliance Officer for complying with the requirements of Securities Law and the Listing Agreement with the Stock Exchanges of India.
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