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Corporate Information
  •         DIRECTOR'S REPORT
Bharat Forge Ltd
Industry : Castings & Forgings
BSE Code:500493NSE Symbol:BHARATFORGP/E(TTM):17.68
ISIN Demat:INE465A01025Div & Yield %:1.3EPS(TTM):21.71
Book Value (Rupee ):115.9158827Market Cap (Rupee Cr.):17869.29Face Value(Rupee):2
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To the Members,

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

1. FINANCIAL HIGHLIGHTS

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

In Rs Million
Particulars Standalone Consolidated
FY 2018 FY 2017 FY 2018 FY 2017
Total Income 54,916.37 41,656.18 85,566.79 67,174.35
Revenue outside India 29,711.73 19,417.50 59,936.19 44,817.70
Net Profit
Profit for the year before Taxation & Exceptional Item 12,638.75 8,044.68 12,915.87 8,183.39
Share of (loss)/ Profit of associates and Joint Venture - - (3.78) 0.20
Add/(Less): Exceptional Item (1,332.05) 380.24 (954.48) 1,284.29
Provision for Taxation:
Current tax 4,161.42 2,600.04 4,318.49 2,704.79
Deferred tax 72.33 (25.89) 99.44 (213.12)
Profit for the year from continuing operations 7,072.95 5,850.77 7,539.68 6,976.01
Profit for the year from discontinued operations - - - 131.17
Profit for the year 7,072.95 5,850.77 7,539.68 7,107.18
Less : Non-controlling interests - - (84.76) 61.02
Profit for the year attributable to equity holders of the parent 7,072.95 5,850.77 7,624.44 7,046.16
Items of other comprehensive income (net of tax) 202.71 48.82 251.19 (14.93)
Total 7,275.66 5,899.59 7,875.63 7,031.23
Balance of Profit from previous year 29,429.22 23,405.20 28,493.30 21,337.64
Debenture Redemption Reserve written back - 1,065.00 - 1,065.00
Profit available for appropriation 36,704.88 30,369.79 36,368.93 29,433.87
APPROPRIATIONS:
Interim Dividend on Equity Shares 931.18 581.99 931.18 581.99
Tax on above dividend 189.56 118.48 189.56 118.48
Final Dividend on Equity Shares 1,163.97 116.40 1,163.97 116.40
Tax on above dividend 236.96 23.70 236.96 23.70
Transfer to General Reserve 100.00 100.00 100.00 100.00
Adjustment during the year - - 71.02 -
Surplus retained in Statement of Profit and Loss 34,083.21 29,429.22 33,676.24 28,493.30

2. DIVIDEND

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

Based on the Company's performance, the Directors are pleased to recommend for approval of the members a final dividend of Rs 2.50 per equity share (i.e. 125%) of the face value of Rs2/- each. The final dividend on equity shares, if approved by the members would involve a cash outflow ofRs 1,163.97 Million plus a dividend tax of Rs 239.26 Million.

The total dividend for the financial year ended March 31, 2018, including the proposed final dividend would aggregate to Rs 2,523.97 Million inclusive of the dividend tax.

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

3. RESERVES

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

An amount of Rs 34,083.21 Million is proposed to be retained as surplus in the StatementofProfit Loss . and

4. PERFORMANCE OF THE COMPANY

a) Total Income:

During the year under review, the total income of the Company on a standalone basis amounted to Rs 54,916.37 Million as against Rs 41,656.18 Million in the previous year, representing an increase of 31.83%.

b) Revenue from Exports:

During the year under review, the exports turnover of the Company on a standalone basis was Rs 29,711.73 Million against Rs 19,417.50 Million in the previous year, representing an increase of 53.02%. The increase in exports was primarily on account of strong market demand and increase in market share in the heavy commercial vehicle business. The Company has continued to de-risk its export business through new product development and new order wins across sectors and geographies.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part of notes to the financial statement provided in this Annual Report.

6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

The policy on Related Party Transactions as approved by the Board has been displayed on the Company's website at: http://bharatforge.com/images/PDFs/policies/BFL.RPT%20 Policy.pdf

There has been no change to the policy on Related Party

Transactions during the financial year ended March 31, 2018.

7. DEPOSITS

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

8. INTERNAL FINANCIAL CONTROLS

The Company has place adequate internal controlswithreferenceto year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

9. RISK MANAGEMENT

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

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

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

11. SIGNIFICANT AND MATERIAL ORDERS

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

12. STATE OF COMPANY'S AFFAIRS

Discussion on state of affairs of the Company has been covered as part of the Management Discussion and Analysis (MDA). MDA for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, is presented in a separate section forming part of this Annual Report.

13. SHARE CAPITAL

The fully paid-up Equity Share Capital of the Company as on March 31, 2018 stood at Rs 931.18 Million.

During the year, the Company has allotted Bonus equity shares in the ratio 1:1 (i.e. 1 equity share for every 1 fully paid-up equity share of the Company). The Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

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

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

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

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

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

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

15. DIVIDEND DISTRIBUTION POLICY

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

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

16. EXTRACT OF ANNUAL RETURN

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

17. DIRECTORS' RESPONSIBILITY STATEMENT

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

a. in preparation of the annual accounts for the financial year ended March 31, 2018, the applicable Accounting Standards have been followed and there were no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in -accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

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

Brief profiles of Mr. P. C. Bhalerao and Mr. S. E. Tandale, Directors of the Company are given in the Notice convening the 57th Annual General Meeting of the Company for reference of the shareholders.

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

During the year under review, the Board of Directors of the Company re-appointed Mr. B. N. Kalyani (DIN: 00089380) as a Managing Director of the Company for a period of 5 (five) years, commencing from March 30, 2018 and Mr. G. K. Agarwal (DIN: 00037678) as a Deputy Managing Director of the Company for the period of 5 (five) years, commencing from April 1, 2018. Both the appointments are subject to approval of the sharesholders. Accordingly, the resolution for re-appointment of Mr. B. N. Kalyani and Mr. G. K. Agarwal forms part of Notice convening the 57th Annual General Meeting.

19. NUMBER OF MEETINGS OF THE BOARD

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

20. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on May 24, 2017. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

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

21. FAMILIARISATION PROGRAMME

The Company, on a regular basis, makes detailed presentations to the entire Board including Independent

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

During the year in October 2017, the Company organised a Plant Tour at Bharat Forge Aluminiumtechnik, Germany for

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

The Independent Directors were also briefed regularly on the R&D and Innovation initiatives in the Company. Additionally, visit to KCTI Research and Development Centre, Pune of the Company was organized for the Independent Directors.

The details of programmes for familarisation for Independent Directors are posted on the website of the Company and can be accessed at:

http://bharatforge.com/images/PDFs/BFL-Familiarisation%20Programme%20for%20 Independent%20Directors-22%2005%2018.pdf

22. BUSINESS RESPONSIBILITY REPORT

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulation") mandates inclusion of the Business Responsibility Report (BRR) as a part of Annual Report of Top 500 Listed entities based on market capitalization. In compliance with the Regulation, we have provided the BRR as a part of this Annual Report.

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

Information Required Input
1 The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year Please refer Annexure "D"
2 The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year Please refer Annexure "D"
3 The percentage increase in the median remuneration of employees the 10.37%
4 The number of permanent employees on the rolls of company 4715
5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in justifica thereof and pointthemanagerialremunerationand out if there are any exceptional circumstances for increase in the managerial remuneration. Percentage increase in salaries of managerial personnel at 50th
Percentile is: 7.97%.
Percentage increase in salaries of non-managerial personnel at 50th Percentile is: 12.77%.
The increase in remuneration is not solely based on company's performance but also includes various other factors like individual performance, experience, skill sets, academic background, industry trends, economic situation and future growth prospects etc. besides Company performance. There are no exceptional circumstances for increase in the managerial remuneration.
6 Affirmation that the remuneration is as per the remuneration policy of the company. The remuneration paid to the Directors is as per the Remuneration policy of the company.
7 Statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee, who- Please refer Annexure "E"
(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees;
(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;
(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself/herself or along with his/her spouse and dependent children, not less than two percent of the equity shares of the company.

24. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination and Remuneration Policy is available on the Company's website at :

http://bharatforge.com/images/PDFs/policies/ NOMINATION_AND_REMUNERATION_POLICY.PDF

There has been no change to the Nomination and

Remuneration Policy during the financial year ended March 31, 2018.

25. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms an te certifica integralpartofthisAnualReport.Therequisite from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

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

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

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

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

27. AUDIT COMMITTEE

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

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the financial year 2017-18.

28. AUDITORS

A. Statutory Auditors

At the 56th Annual General Meeting (AGM) of the Company held on Thursday, August 10, 2017, M/s. S R B C & CO

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

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

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

B. Secretarial Auditor and the Audit

The Board has appointed M/s. SVD & Associates, Company Secretaries, Pune, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is appended as Annexure "F" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, as required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board has appointed M/s. SVD & Associates, Company Secretaries, Pune, to conduct Secretarial Audit for the financial year 2018-19.

C. Cost Auditors

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune, (Firm Registration No. : 00030) as Cost Auditors to audit the cost accounts of the Company for the financial year 2018-19. As required under the Companies Act, 2013, a resolution seeking Member's approval for the remuneration payable to the Cost Auditors forms part of Notice convening the 57th Annual General Meeting.

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

D. Reporting of fraud by Auditors

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

29. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

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

During the year under review, the Company has spent Rs 218.45 Million on various CSR activities.

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

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

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

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

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

31. VIGIL MECHANISM

The Company has formulated a Whistle Blower Policy, wherein the Employees / Directors / Stakeholders of the Company are free to report any unethical or improper activity, actual or suspected fraud or violation of the Company's Code of Conduct. The policy provides for a mechanism to report such concerns to the Audit Committee through specified channels. This mechanism provides safeguards against victimisation of Employees, who report under the said mechanism. The Whistle Blower Policy complies with the requirements of Vigil Mechanism as stipulated under Section 177 of the Companies Act, 2013.

During the year under review, the Company has not received any complaints under the said mechanism. The Whistle Blower Policy of the Company has been displayed on the Company's website at the link:

http://bharatforge.com/images/PDFs/policies/BFL%20 Whistle%20Blower%20Policy-Signed.pdf

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are appended as Annexure "H" to this report.

33. GREEN INITIATIVES

The Company supports and pursues the ‘'Green Initiative'' of the Ministry of Corporate Affairs, Government of India. The Company has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those Members whose e-mail IDs are registered with the Company / Depository Participants. The Companies Act, 2013 and the underlying rules as well as Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, permit the dissemination of financial statements and annual report in electronic mode to the Members.

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

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

34. COMPLIANCE WITH SECRETARIAL STANDARDS

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

35. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the positive co-operation received from the Central Government, the Government of Maharashtra, Financial Institutions and the Bankers. The Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, workers and staff of the Company resulting in the successful performance of the Company during the year.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman and Managing Director, for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

B. N. KALYANI

Chairman and Managing Director

(DIN: 00089380)

Pune : May 22, 2018