For the year ended March 31, 2023
To the Members,
Your Directors have pleasure in presenting the 62nd (Sixty Second) Annual
Report on the business and operations of the Company together with the audited financial
statements for the Financial Year ended March 31, 2023.
1. Financial Highlights
The financial performance of the Company on a standalone and consolidated basis for the
Financial Year ended March 31, 2023, as compared with the previous year is summarised
below: In Rs. Million
|
Standalone |
Consolidated |
Particulars |
31-Mar-23 |
31-Mar-22 |
31-Mar-23 |
31-Mar-22 |
Total Income |
77,232.08 |
64,221.14 |
130,831.16 |
106,569.78 |
Exports Revenue |
44,502.75 |
36,620.65 |
95,345.27 |
78,064.18 |
Net Profit |
|
|
|
|
Profit for the year before Taxation and |
14,229.60 |
13,641.40 |
9,061.74 |
13,211.29 |
Exceptional item |
|
|
|
|
Share of (loss)/Profit of associates |
- |
- |
(334.38) |
(330.20) |
and Joint Venture |
|
|
|
|
Add/(Less): Exceptional item |
(402.13) |
318.03 |
(457.91) |
924.05 |
Provision for Taxation: |
|
|
|
|
Current Tax |
3,759.26 |
3,328.22 |
3,951.57 |
3,529.58 |
Deferred Tax |
(386.53) |
(146.82) |
(765.99) |
(495.05) |
Profit for the year |
10,454.74 |
10,778.03 |
5,083.87 |
10,770.61 |
Less: Non-controlling interest |
- |
- |
(199.77) |
(46.95) |
Profit for the year attributable to equity |
10,454.74 |
10,778.03 |
5,283.64 |
10,817.56 |
holders of parent |
|
|
|
|
Items of other Comprehensive Income for the year (Net of tax) |
277.34 |
1,700.77 |
479.58 |
1,889.47 |
Total |
10,732.08 |
12,478.80 |
5,763.22 |
12,707.03 |
Balance of Profit from Previous year |
57,175.05 |
46,325.81 |
50,841.56 |
39,764.24 |
Profit available for Appropriation |
67,907.13 |
58,804.61 |
56,604.78 |
52,471.12 |
Appropriations: |
|
|
|
|
Interim Dividend on Equity Shares |
698.38 |
698.38 |
698.38 |
698.38 |
Tax on above dividend |
- |
- |
- |
- |
Final Dividend on Equity Shares |
2,560.74 |
931.18 |
2,560.74 |
931.18 |
Tax on above dividend |
- |
- |
- |
- |
Transfer to General Reserve |
- |
- |
- |
- |
Surplus retained in the Statement of |
64,648.01 |
57,175.05 |
53,345.66 |
50,841.56 |
Profit and Loss |
|
|
|
|
2. Dividend
The Board, in its meeting held on November 14, 2022, declared an interim dividend of
Rs. 1.50/- per equity share (i.e. 75%) of the face value of Rs. 2/- each aggregating to
Rs. 698.38 Million subject to deduction of income tax at source.
Based on the Company's performance, the Directors are pleased to recommend, for the
approval of members, a final dividend of Rs. 5.50/- per equity share (i.e. 275%) of the
face value of Rs. 2/- each. The final dividend on equity shares, if approved by the
members, would involve a cash outflow Rs. 2,560.74 million and shall be subject to
deduction of income tax at source.
The dividend pay-out has been determined in accordance with the Dividend Distribution
Policy of the Company.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time-to-time ("Listing
Regulations"), the Company had adopted the Dividend Distribution Policy, which is
available on the Company's website at: https://www.bharatforge.com/assets/
pdf/investor/download/Dividend-Distribution-Policy.pdf
3. Reserves
During the year under review, the Company does not propose to transfer any amount to
the General Reserve. An amount of Rs. 64,648.01 million is proposed to be retained as
surplus in the Profit and Loss account.
4. Performance of the Company
The financial year 2022-23 saw a complete restoration of economic activity with no
major disruptions.
Rebound in economic activity coupled with partial easing of supply-side challenges
ensured that the automotive industry had a very strong year. Despite continuing
inflationary challenges due to the geopolitical crisis, all the businesses of your Company
performed well. At the close of the financial year 2022-23 revenue stood at Rs. 75,727
million representing a 21.1% year-on-year growth. A strong performance was achieved on the
back of record exports.
While your Company grew at a swift pace, the balance sheet continues to be sufficiently
liquid with leverage levels remaining in check.
Domestic Business
Automotive Market: As the domestic economy revived, latent demand accumulated over
the pandemic years led to pick-up in Passenger Vehicle ("PV") and Commercial
Vehicles ("CV") sales. The product premiumisation trend witnessed in the PV
business continued with Utility Vehicle sales now accounting for ~50% of the PV market.
This has created a lucrative opportunity for your Company to tap into the domestic PV
market.
The domestic CV industry continued to gallop ahead due to a combination of factors.
Strong economic rebound, improving fleet operator profitability and enhanced road
connectivity have a sweet spot. The expanding share of Medium and Heavy CVs
("M&HCVs") in the overall mix has meant that your Company's core strengths
and the market's needs were aligned in a major way. Going ahead, the government's focus on
infrastructure upgrades and general improvement in utilisation levels across sectors
augurs well for M&HCV demand.
Industrial: The Industrial business during the financial year 2022-23 has grown by
11% to Rs. 12,978 million, however, if we normalise for the one-time impact of
oxygen cylinder supply in financial year 2021-22 the year-on-year growth is 37%. The
Company has, over the years, become proficient in the Industrial business, thanks to
products built in critical-use areas. This product repository, when combined with a
conducive policy environment and improving industrial demand represents a long runway for
success.
In addition to the existing forging business, with the acquisition of J S Auto Cast
Foundry India Private Limited ("JSA"), a Coimbatore based casting and machining
company, your Company has added ferrous casting (upto 400 Kg) as an additional offering to
its clients. JSA has a strong presence in wind energy, hydraulics, earth moving and
off-highway with a total capacity of 1,00,000 MTPA. Through this acquisition, your Company
has significant cross-sell opportunities for our existing customers.
International Business
Automotive Market: The Company witnessed record exports during the year under review
and the bulk of of this growth was supported by demand momentum on the automobiles side
with PV revenue up 71% YoY. As most markets removed COVID-19 restrictions, demand for
personal mobility has only accelerated. The production too increased with improving chip
supplies helping drive a strong growth. Your Company's consistent efforts at diversifying
its Automobile basket beyond CV held it in good stead as the financial year 2022-23, PV
performance surpassed all expectations. Going ahead, as growth rates come to more
realistic levels, the Company remains confident of its PV strategy.
CV business continued to do well, supported by a resilient Class 8 demand and some
market share gains by your Company. Fleet replacement demand across key markets of US and
Europe continues to give comfort. Your Company continues to be a supplier of choice across
US and European OEMs due to its consistent track record for defect-free delivery.
Industrial: The growth in the Industrial exports during the financial year 2022-23
remains broad-based with high-horsepower engines and Aerospace driving most of the
incremental performance. A good pick-up in industrial activity and impending 5G roll-out
across markets helped drive the demand for engines. The Aerospace business recorded
revenue in excess of $20 million as program ramp ups from major OEM customers began. Going
ahead, this business is expected to see exponential growth as your Company is one of the
handful organisations certified by regulatory and industry bodies (NADCAP) for aerospace
component supplies.
In the financial year 2022-23, despite unfortunate geo-political events, your Company
was able to record healthy export growth. Your Company's dependable supply quality and
long-standing customer relationships are likely to hold it in good stead in the times to
come.
Standalone & Consolidated
In the financial year 2022-23, the revenue of the Company increased by 21.1% as
compared to the last financial year 2021-22 on a standalone basis whereas Profit after Tax
stood at Rs. 10,454.74 million.
On a consolidated basis, the Company, its subsidiaries and joint venture companies
achieved total revenue of Rs. 130,831.16 Million as against Rs. 106,569.78 million, an
increase of 22.7%.
5. Particulars of Loans, Guarantees or Investments under Section 186 of the
Companies Act,
2013 ("Act") the CV OEMs in Particulars of loans, guarantees and
investments covered under Section 186 of the Act, forms part of notes to the financial
statements provided in this Annual Report.
6. Particulars of Contracts or Arrangements with Related Parties
All contracts or arrangements entered into by and between the Company with Related
Parties are on an arm's length basis and in the ordinary course of business. All Related
Party Transactions are placed before the Audit Committee for prior approval.
Pursuant to Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, the particulars of transactions with related parties are provided in Form
No. 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 statements.
The Related Party Transaction Policy as amended in line with the requirements of
Listing Regulations has been displayed on the Company's website at:
https://www.bharatforge.com/assets/pdf/investor/ download/BFL.RPT-Policy.pdf
7. Deposits
During the year under review, the Company has neither accepted nor renewed any deposits
under Chapter V of the Act.
8. Internal Financial Controls
Your Company has in place adequate internal financial controls, with reference to
financial statements, commensurate with the size, scale, and complexity of its operations.
An extensive risk-based programme of internal audits and management reviews provides
assurance to the Board regarding the adequacy and efficacy of internal controls. The
internal audit plan is also aligned with the business objectives of the Company which is
reviewed and approved by the Audit Committee. Significant audit observations, if any,
along with corrective actions thereon are presented to the Audit Committee. Further, the
Audit Committee monitors the adequacy and effectiveness of your Company's internal control
framework. The internal control system has been designed to ensure that financial and
other records are reliable for preparing financial and other statements and for
maintaining accountability of assets.
9. Risk Management
The Company has a robust risk management framework comprising of risk governance
structure and defined risk 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 Finance and Risk Management 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
identifiedby 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 if any, affecting the financial position of the
Company
There are no adverse material changes or commitments that occurred after March 31,
2023, which may affect the financial position of the Company or may require disclosure.
11. Significant and Material Orders and material orders passed by the regulators or
courts or tribunals impacting the Therearenosignificant going concern status and the
Company's operations in the future.
There are no applications made or proceedings pending under the Insolvency and
Bankruptcy Code, 2016 as at the end of the financial year, nor has the Company done any
one-time settlement with any Bank or Financial institution.
12. State of Company's Affairs
Discussion on the 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 Listing Regulations, is presented in a separate section forming
part of this Annual Report.
13. Share Capital
The paid-up Equity Share Capital of the Company as on March 31, 2023, stood at Rs.
931.18 million.
During the year under review, the Company has not issued shares with differential
voting rights nor has granted any stock options or sweat equity. As on March 31, 2023,
none of the Directors of the Company hold any instruments convertible into equity shares
of the Company.
Debt
During the financial year 2022-23, the Company issued and allotted 2,000 listed, rated,
unsecured, redeemable, non-convertible debentures of the face value of Rs. 1 Million each
for cash aggregating to Rs. 2,000 Million to identified investors on a private placement
basis.
14. Transfer of Unpaid and Unclaimed Amounts to Investor Education and Protection Fund
(IEPF')
Pursuant to the provisions of the Act and Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"),
as amended from time-to-time, the declared dividends, which remained unpaid or unclaimed
for a period of 7 (seven) years and shares in relation to such unpaid/unclaimed dividend
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 transferred the dividends unpaid or unclaimed
for a period of 7 (seven) years from the date they became due for payment along with the
shares thereof, to IEPF. The shareholders have an option to claim their shares and/or
amount of dividend transferred to IEPF. No claim shall be entertained against the Company
for the amounts and shares so transferred.
The list of equity shareholders whose shares are transferred to IEPF can be accessed on
the website of the Company at the link:
https://www.bharatforge.com/investors/shareholders-information/ unclaimed-dividend
The Company has sent notices to respective shareholders who have not claimed a dividend
for 7 (seven) consecutive years and whose shares were liable to be transferred to IEPF
during the financial year 2022-23. The newspaper advertisement stating the same has also
been published in Loksatta, Marathi, Pune and Business Standard - All Editions newspapers
on June 18, 2022, November 25, 2022 and January 07, 2023. The list of equity shareholders
whose shares are liable to be transferred or which have been transferred to IEPF, as the
case may be, can be accessed on the website of the Company at the link:
https://www.bharatforge.com/investors/shareholders-information/unclaimed-dividend
15. Annual Return
In accordance with Sections 92(3) read with 134(3)(a) of the Act, the extract of the
Annual Return of the Company for the financial year 2022-23 is available on the website of
the Company at https://www.bharatforge.com/investors/agm
16. Directors' Responsibility Statement
Based on the framework of Internal Financial Controls and compliance systems
established and maintained by the Company, the work performed by the Internal Auditors,
Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial
Controls over financial reporting by the Statutory Auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and effective
during the financial year 2022-23.
Pursuant to Section 134(5) of the Act, the Directors confirm that: a. in preparation of
the annual accounts for the financial year ended March 31, 2023, 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, 2023, 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 Act 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 financial controls to 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.
17. Directors and Key Managerial Personnel (KMP)
In terms of the provisions of the Act and the Articles of Association of the Company,
Mr. S. E. Tandale (DIN: 00266833), Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible has offered himself for re-appointment.
A resolution seeking shareholders' approval for his re-appointment along with other
required details forms part of the Notice convening the 62nd Annual General
Meeting ("AGM") of the Company.
The shareholders at its 61st AGM held on Friday, August 12, 2022, regularised the
appointments of Mr. K. B. S. Anand (DIN: 03518282) and Ms. Sonia Singh (DIN: 07108778) as
Non-Executive Independent Directors for a term of 3 (three) consecutive years up to June
26, 2025.
Material changes in the Board structure which have occurred between the end of the
financial year of the Company to which the financial statements relate and the date of the
report a. The Board at its meeting held on Tuesday, February 14, 2023, approved the
re-appointments of Mr. B. N. Kalyani (DIN: 00089380) as Chairman and Managing Director for
a term of 5 (five) from March 30, 2023 up to March 29, 2028, and Mr. G. K. Agarwal (DIN:
00037678) as the Deputy Managing Director for a term of 1 (one) year from April 01, 2023
up to March 31, 2024. The resolutions have been recommended to shareholders for their
approval by way of postal ballot notice dated
April 14, 2023. b. Considering the invaluable contribution made by Mr. Amit Kalyani
(DIN: 00089430) over a period of time and to further entrust Mr. Amit Kalyani with larger
responsibilities with the aim of expanding the business multifold, the Board at its
meeting held on Friday, May 05, 2023, approved re-designation of Mr. Amit Kalyani as Joint
Managing Director of the Company with an immediate effect. c. Mr. Kishore Saletore (DIN:
01705850) tendered his resignation from the post of Executive Director and Chief Financial
Officer ("CFO") of the Company June 30, 2023. The Board at its meeting held on
Friday, May 05, 2023, accepted the resignation and put on record its sincere appreciation
for the contributions made by Mr. Saletore during his association with the Company as a
Director and CFO. d. The Board at its meeting held on Friday, May 05, 2023, approved the
appointment of Mr. Kedar Dixit as the CFO and designated as Key Managerial Personnel of
the Company with effect from Saturday, July 01, 2023.
Independent Directors' Declaration
The Company has received the necessary declarations from each Independent Director in
accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the
Listing Regulations, that he/she meets the criteria of independence as laid out in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of
the Board, there has been no change in the circumstances which may affect their status as
Independent Directors of the Company and the Board is satisfied expertise, and experience
of all Independent Directors on the Board.
18. Number of Meetings of the Board
The Board met 4 (four) times during the year. Also, a separate meeting of Independent
Directors as prescribed under Schedule IV of the Act, was held during the year under
review. The details of meetings of the Board of Directors are provided in the Report on
Corporate Governance that forms part of this Annual
Report. The intervening gap between the meetings was within the period prescribed under
the Act.
19. Board Evaluation
Led by the Nomination and Remuneration Committee, a formal evaluation of the
performance of the Board, its Committees, the Chairperson, and the individual Directors
was carried out using individual questionnaires.
As part of the evaluation process, the performance of Non-Independent Directors, the
Chairperson and the Board was conducted by the Independent Directors. The performance
evaluation of the respective Committees and that of Independent and Non-Independent
Directors was done by the Board excluding the Director being evaluated.
20. Familiarisation Programme
The Company regularly provides orientation and business overview to its Directors by
way of detailed presentations by the various business and functional heads at Board
meetings and through other interactive programmes. Such meetings/programmes include
briefings on domestic and global business of the Company. Besides this, the Directors are
regularly updated about the Company's new projects, R&D initiatives, changes in the
regulatory environment and strategic direction. The Board members are also provided with
relevant documents, reports and internal policies to facilitate familiarisation with the
Company's procedures and practices, from time to time. consecutive years
The details of the familiarisation programmes for Independent Directors are posted on
the website of the Company and can be accessed at:
https://www.bharatforge.com/assets/pdf/investor/
familiarisation-programme-for-independent-directors.pdf
21. Business Responsibility and Sustainability Report
In accordance with the Listing Regulations, the Business Responsibility and
Sustainability Report (BRSR) forms a part of this Annual Report describing the initiatives
undertaken by the Company from an environmental, social and governance perspective during
the year under review.
22. Information Pursuant to Rule 5 of the Companies (Appointment and Remuneration of with
effect from closure ofbusinesshours Managerial Personnel) Rules, 2014Friday, In
terms of Section 136 of the Act, the Reports and Accounts are being sent to the
shareholders excluding the information required under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder
interested in obtaining the same may write to the Company Secretary at
secretarial@bharatforge.com.
The statement containing the information as required under the provisions of Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in Annexure "B" and forms part
of this Report.
23. Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company, inter alia, provides that the
Nomination and Remuneration Committee shall formulate the criteria for appointment of
Directors on the Board of the integrity, of the Company and persons holding Senior
Management positions in the Company, including their remuneration and other matters as
provided under Section 178 of the Act and Listing Regulations.
The Policy is also available on the Company's website at:
https://www.bharatforge.com/assets/pdf/
investor/download/NOMINATION_AND_REMUNERATION_POLICY.PDF
24. Corporate Governance
The Company has been practising the principles of good corporate governance over the
years. A separate section on corporate governance and a certificate from the Practicing
Company Secretary regarding compliance with the conditions of corporate governance as
stipulated under the Listing Regulations forms part of this Annual Report. The Chairman
and Managing Director and the Chief Financial Officer of the Company have certified to the
Board on financial statements and other matters in accordance with Regulation 17 (8) of
the Listing Regulations pertaining to CEO/CFO certification for the financial year ended
March 31, 2023.
25. Subsidiaries, Joint Ventures, and Associate Companies
During the year under review, the Company undertook following investments/acquisitions/
internal restructuring: a. The Company has subscribed to 26% of paid-up share capital of
Avaada MHVidarbha Private Limited ("Avaada") on April 19, 2022, as a condition
precedent to purchase of solar power on a Single Captive User basis under the provisions
of Electricity Act, 2003. Subsequent to the above, Avaada became an associate of the
Company. b. The Company has acquired 100% shareholding of J S Auto Cast Foundry India
Private Limited, a Coimbatore-based casting and machining company through its wholly owned
subsidiary - BF
Industrial Solutions Limited ("BFISL") on July 01, 2022. c. The Company has
incorporated a Wholly Owned subsidiary (WOS) Kalyani Lightweighting Technology Solutions
Limited on July 12, 2022, with a view of creating a separate vertical for aluminum
business and for light weighting technology. d. Kalyani Powertrain Limited
("KPL"), a WOS of the Company has incorporated a WOS in the name of
"Electroforge Limited" on July 25, 2022, which will cater to the e-mobility
vertical under KPL. Consequent to the above, Electroforge Limited has become a step-down
subsidiary of the Company. e. A Joint Venture Agreement was executed between Kalyani
Strategic Systems Limited ("KSSL") a WOS of the Company and Open Joint Stock
Company Dastan Transnational Corporation Ltd. ("Dastan"), whereby 49% of equity
holding of Sagar-Manas Technologies Limited ("SMTL") has been transferred on
September 20, 2022, by KSSL to Dastan. Consequently, SMTL has become a subsidiary of KSSL
as against the earlier status of WOS and step-down subsidiary of the Company. f. The
Company through BF Infrastructure Limited ("BFIL") its WOS, has executed a Share
Purchase Agreement on February 28, 2023, with PNC Infratech Limited and Ferrovia Transrail
Solutions Private Limited ("Ferrovia") for purchase of 51% shareholding in
Ferrovia. Subsequently, with effect from March 02, 2023, BFIL's shareholding in Ferrovia
has increased from 49% to 100% resulting in Ferrovia becoming a WOS of BFIL and a
step-down subsidiary of the Company. g. In order to house all defence related investments
of the Company under one entity, the Company has transferred its stake held in its WOS,
Analogic Controls India Limited ("ACIL") and its associate Aeron Systems Private
Limited ("Aeron") to its WOS KSSL on September 30, 2022, and March 31, 2023,
respectively. Consequently, ACIL became a WOS of KSSL and a step-down subsidiary of the
Company. To further consolidate the defence business, with effect from March 10, 2023,
ACIL has merged into KSSL.
As on March 31, 2023, the Company has 33 (Thirty-three) subsidiaries (including
step-down subsidiaries) and 3 (Three) associate companies and 2 (Two) joint venture
companies. In accordance with Section 129(3) of the Act, the Company has prepared the
consolidated financial statement, which forms part of this Annual Report. Further, a
statement containing 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.
Performance of Material Subsidiaries: i. Bharat Forge CDP GmbH:
Bharat Forge CDP GmbH ("BF CDP") is the step-down subsidiary of the Company
located in Ennepetal, Germany.
BF CDP is engaged in the business of manufacturing of forged and machined components
for commercial vehicle, passenger vehicle and industrial applications. BF CDP recorded
revenue of Rs. 18,558 million (Eur 221.66 million) as on March 31, 2023.
ii. Bharat Forge International Limited:
Bharat Forge International Limited ("BF International") is a wholly owned
subsidiary of the Company located in England, United Kingdom. BF International is engaged
in the business of trading forged and machined components for the automotive and
industrial sectors and has a revenue of Rs. 33,708 million (USD 419.30 million) for the
year ended March 31, 2023.
Pursuant to Section 136 of the Act, 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: https://www.bharatforge. com/investors/reports/annual-reports
26. Audit Committee
The Audit Committee comprises of Mr. P. G. Pawar, Independent Director as Chairperson,
Mr. P. H. Ravikumar, Independent Director, and Mr. Vimal Bhandari, Independent Director as
members.
All the recommendations made by the Audit Committee were deliberated and accepted by
the Board during the financial year 2022-23.
27. Auditors
A. Statutory Auditors and Audit Report
At the 61st Annual General Meeting of the Company held on Friday, August 12, 2022, M/s.
B S R & CO LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022)
were appointed as Statutory Auditors to hold office for a period of 5 (five) consecutive
years till the conclusion of 66 th Annual General Meeting to be held in the
year 2027.
The Auditor's Report for the financial year 2022-23 does adverse remark. The Auditor's
Report is enclosed with the Financial Statements in this Annual Report.
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 2022-23. The Secretarial Audit Report for
the financial year ended March 31, 2023, is appended as Annexure "C" to this
report.
The observations of the Secretarial Auditor in their report are self-explanatory and
therefore, the Directors do not have any further comments to offer on the same.
Further, as required under Section 204 of the Act and rules thereunder, the Board has
appointed M/s. SVD & Associates, Company Secretaries, Pune, to also conduct the
Secretarial Audit for the financial year 2023-24.
C. Cost Auditors
The Board of Directors, on the recommendation of the 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
2023-24. As required under the Act, a resolution seeking shareholders' approval for the
remuneration payable to the Cost Auditors forms part of the Notice convening the 62nd
Annual General Meeting.
In accordance with the provisions of Section 148(1) of the Act, read with the Companies
(Cost Records & Audit) Rules, 2014, the Company has maintained cost records.
The Cost Audit report for the financial year 2021-22 was filed with the Ministry of
Corporate Affairs on October 17, 2022.
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 Act to the Audit Committee.
28. 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 Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as
amended from time-to-time.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year under
review are set out in Annexure "D" of this report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For
other details regarding the CSR Committee, please refer to the Corporate Governance
Report, which forms a part of this report. The CSR policy is also available on the
Company's website at the link: https://
www.bharatforge.com/assets/pdf/investor/download/BFL-CSR-Policy-Signed.pdf
29. Obligation of the 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 (POSH Act) and the Rules made thereunder. All women
associated (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, the Internal Complaints Committee of the Company constituted under the
POSH Act has received 4 (four) complaints, which are undergoing investigation as on March
31, 2023. The pending cases were registered in Q4 FY 2022-23 and are in various stages of
enquiry/redressal. Further, the Company reached out to 952 employees through awareness
sessions for creating greater awareness with respect to the Company's Policy on Sexual
Harassment at workplace. During the year under review, a video-based training on POSH
awareness was rolled out to all the employees and is being hosted on the employee portal
to create greater awareness on this subject.
30. Vigil Mechanism
Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing
Regulations and in accordance with the requirements of Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had
approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the
website of the Company. Over the years, the Company has established a reputation for doing
business with integrity and displays zero tolerance for any form of unethical behaviour.
The mechanism under the Policy has been appropriately communicated within and outside the
organisation. This Policy inter-alia provides direct access to the Chairperson of
the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee.
The Company reached out to employees through physical/virtual sessions with an aim of
creating greater awareness on this subject. During the year under review, the Company has
received 4 (four) complaints under the said mechanism, the details of which is tabulated
below:
Number of complaints received during the year |
Number of complaints resolved during the year |
Number of complaints remaining unresolved/undergoing investigaton as
on March 31, 2023 |
4 |
1 |
3 |
The pending cases were registered in Q4 FY 2022-23 and are in various stages of enquiry
/ redressal.
The Whistle Blower Policy of the Company has been displayed on the Company's website at
the link:
https://www.bharatforge.com/assets/pdf/investor/download/BFL-Whistle-Blower-Policy-Signed.pdf
31. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
The particulars relating to the conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the
Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are appended as Annexure
"E" to this report.
32. Compliance with Secretarial Standards
The Company complies with all applicable Secretarial Standards issued by the Institute
of Company
Secretaries of India.
33. Acknowledgement
Your Directors would like to express their sincere appreciation for the positive
co-operation received from the Government of India, Governments of various States in
India, 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 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 05, 2023
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