About
Bharat Forge Ltd
Bharat Forge Ltd (BFL), the Pune based Indian multinational, is a global provider of high performance, innovative, safety & critical components and solutions to various industrial sectors including Automotive, Railways, Power, Defence, Construction & Mining, Aerospace, Marine and Oil & Gas. The company is a part of Kalyani Group. The Company is engaged in the manufacturing and selling of forged and machined components including aluminium castings for the auto and industrial sectors. It operate manufacturing facilities at Mundhwa, Baramati, Chakan, Satara and Nellore locations.
Bharat Forge Ltd was incorporated in the year 1961. In the year 1996, the company commenced commercial production. In the year 1995, the company commenced exports to erstwhile USSR by winning a large contract for under carriage components. In the year 1990, they made investment in state-of-art forging technology. Also, they commissioned 16000 MT press line. In the year 1991, the company commenced supply of engine & chassis components to Japan, USA and UK.
In the year 2001, the company commissioned their second 16000 MT press line. Also, they acquired the order book of Dand Kirkstall. In the year 2002, they made investment of $ 80 million in Research & Development, Testing & Validation and state-of-the-art Heavy Duty Truck Crankshaft Machining facilities. In November 21, 2003, the company acquired Carl Dan Peddinghus GmbH & Co. KG (CDP) of Germany and with this acquisition, the company emerged as world's second largest forging company. Also, they acquired Imatra Kilsta AB, Sweden & Scottish Stampings, Scotland.
In the year 2005, the company signed a joint venture contract with FAW Corporation for their forging business. In September 21, 2005, the company through their wholly owned subsidiary, Bharat Forge Beteiligungs GmbH, Germany, acquired Imatra Kilsta AB, Sweden along with its wholly owned subsidiary, Scottish Stampings Ltd, Scotland (together called Imatra Forging Group), which are now renamed as Bharat Forge Kilsta AB (BF Kilsta) and Bharat Forge Scottish Stampings Ltd, respectively. Also, they acquired Federal Forge now known as Bharat Forge America Inc., which provided the company with a manufacturing presence in USA, one of their largest markets.
In the year 2006, the company made investment of $ 100 million to set-up dedicated state-of-the-art forging & machining facilities for non-auto components. In the year 2008, they signed an MoU with NTPC. In August 2008, they commissioned India's Largest Commercial Open Forging Press. Also, the company in association with Alstom formed a joint venture in Indian to manufacture state-of-the-art super critical power plant equipment. In March 2009, the company started operations in the new state-of-the-art 80 Mtr-T counterblow hammer in Baramati for production of heavy forgings for large diesel engines and aerospace applications as well as Machining line for heavy duty.
During the year 2009-10, the company incorporated a joint venture (JV) company, BF-NTPC Energy Systems Ltd (BFNESL), with a 51% equity interest held by the company and balance held by NTPC Limited for the manufacture of critical items of Balance of Plants and other equipment for which India still remains dependent on imports. Also, the company set up two joint venture companies in partnership with ALSTOM Power Holdings S.A. for manufacturing sub-critical and supercritical thermal power plant equipment. The two JV companies named ALSTOM Bharat Forge Power Ltd and Kalyani ALSTOM Power Ltd will manufacture turbine and generators for power plants in the 300- 800 MW range and auxiliaries like heat exchangers, condensers and deaeraters, respectively.
During the year, the company entered into Preliminary Joint Venture and Shareholders' Agreement with AREVA NP, France, to create a manufacturing facility for heavy forgings and castings for the power sector particularly Nuclear Power segment and other heavy industries in India. In January 2010, the first phase of the capacity creation plan for the non-auto components business was completed with the commissioning of the ring rolling facility at Baramati. Also, they established Kalyani Centre for Technology & Innovation.
During the year 2010-11, the company commissioned new vertical heat treatment facility for manufacture of Turbine and Generator Rotors alongwith thermo stability test facility. Also, Ring Rolling Mill in BARAMATI became fully operational and became a supplier of critical rings for different customers specially for Gear Box manufacturers. Also, they company made an additional investment of Rs 150 crore in expanding machining line further for crankshaft machining in Baramati.
In 2012, the companie's power equipment joint-venture with Alstom bags Rs. 1,570 crore order from NTPC Ltd.
In 2013, NTPC orders three supercritical turbine islands from Alstom-Bharat. Bharat Forge, Alstom Power JV bags Rs 2,251 cr order from NTPC.
In 2014, there was a amalgamation of Joint Venture Companies -'Safran and Bharat Forge to form partnership to address opportunities in Indian civil and military aerospace'. The Kalyani Group Sign a Strategic Partnership for the Air Defence of India
In 2015, High Tech Rail Component Manufacturing Facility at Bharat Forge Centre for Advanced Manufacturing, Baramati was inaugurated. Also during the year, production began at Alstom-Bharat Forge's new turbine and generator manufacturing facility in India. The company awarded Recognition Prize - Energy Efficiency Award 2015. Also during the year, the company announced the acquisition of Oil & Gas Machining Company, Mecanique Generale Langroise (MGL) in France. During the year, Bharat Forge formalized a significant supply agreement for long term co-operation with Rolls-Royce. On 17 February 2016, Boeing and Bharat Forge (BFL) announced the first shipment of titanium flap-track forgings made by the Indian supplier for Boeing's Next-Generation 737. Bharat Forge will also supply forgings for the 737 MAX, scheduled to enter into service in 2017. The companies continue to address opportunities to expand BFL work in support of Boeing and its supply chain partners around the world. BFL also intends to expand its capabilities to offer higher value machining and manufacture of assemblies.
On 29 March 2016, Bharat Forge announced that the company has teamed up with US based AM General LLC to bid for India's Light Specialist Vehicle (LSV) program using AM General's battle-tested HMMWV as the LSV's base platform - with final build and production to take place in India. The teaming between the two companies will lead to providing cost effective and best-in-class mobility solutions for Indian Armed Forces.
On 26 April 2016, Bharat Forge announced that Boeing has awarded a contract to the company for titanium forgings for the Boeing 777X. The titanium forgings will be developed and manufactured by Bharat Forge using a closed die forging process.
On 7 June 2016, Bharat Forge announced that its joint venture with GE viz. Alstom Bharat Forge Power Private Ltd. (ABFPPL) has won a contract worth $219 million approximately from NTPC. ABFPPL will supply two units of 800 MW ultra-supercritical Steam Turbine Generator Islands, on EPC basis, along with related civil work for the Telangana Super Thermal Power Project Phase-1.
On 8 November 2016, Bharat Forge announced that its Board of Directors has approved divestment of its 49% stake in the power equipment JV with Alstom, Alstom Bharat Forge Power Private Limited (ABFPL) for US$ 35 million. The JV incorporated in Delhi with its manufacturing facility at Sanand was formed in 2009 to address opportunities arising from the expansion in the Indian power sector.
On 18 November 2016, the Finance & Risk Management Committee constituted by the Board of Directors of Bharat Forge Limited (BFL) approved the proposed acquisition of 100% shareholding of Walker Forge Tennessee LLC (WFT) through the company's US subsidiary, Bharat Forge America. WFT is a leading supplier of complex, steel and high-alloy steel, engine & chassis components to a diverse group of customers across Automotive & Industrial sectors. The transaction value is US$ 14 million which will be funded through internal accruals & debt. This proposed acquisition is focused on establishing BFL's manufacturing footprint in North America and on increasing BFL's product offering into the Passenger Car and Commercial Vehicle segments as well into industrial sectors such as Construction & Mining and allied industries. This will also enable BFL to expand its presence in North America.
Kalyani Rafael Advanced Systems (KRAS), a Joint Venture between Kalyani Strategic Systems Ltd., a subsidiary of Bharat Forge, and Rafael Advanced Defense Systems Ltd. of Israel, inaugurated their state-of-the-art facility at Hyderabad on 3 August 2017. KRAS would be India's first private sector advanced defence sub-systems manufacturing entity. Spread across an area of 24,000 sq.ft., the facility will enable production of high-end technology systems for Indian Armed Forces. It will be engaged in development of a wide range of advanced capabilities like Command Control and Guidance, Electro-Optics, Remote Weapon Systems, Precision Guided Munitions and System Engineering for System Integration. The facility will also target to export products to other countries.
The Board of Directors of Bharat Forge (BFL) at its meeting held on 10 August 2017 approved acquisition of the entire remaining 40% stake in its subsidiary company - Analogic Controls India Limited (ACIL). Upon acquisition, ACIL will become a wholly owned subsidiary of the company. ACIL is engaged in the design and development of reliable onboard/ground systems, safety arming mechanism, launcher relay unit, reliable electronic systems and sub-systems for mission critical applications. ACIL offers products and services for mission technologies of national importance in Defence, Aerospace, Communications and Industrial Electronics. ACIL clocked turnover of Rs 7.34 crore in FY 2016-17. BFL, the erstwhile promoters of ACIL and ACIL had entered into a Share Subscription Agreement and Shareholders' Agreements on 23 April 2013 and 18 June 2013 respectively, for acquiring 60% stake in ACIL by BFL.
The Board of Bharat Forge at its meeting held on 10 August 2017 also recommended issue of bonus shares to the holders of equity shares of the company in the ratio of 1:1. Further On October 3, 2017, the Company had issued bonus shares, in the proportion of 1:1 i.e. 1 (one) bonus equity share of Rs 2/- each for every 1 (one) fully paid-up equity share. Accordingly the Company has allotted 232,794,316 Equity shares of Rs 2/- each fully paid-up, to the shareholders of the Company.
On 10 August 2017, Bharat Forge announced that it has secured its maiden order from the Ministry of Defence to supply 1,050 Dual Technology Detection Equipment. The order worth Rs 201.60 crore, will be manufactured in India and is to be concluded within two years.
On 17 January 2018, Bharat Forge announced that it has opened a Research & Development facility in UK, in MIRA Technology Park, the UK's leading automotive technology park and Enterprise Zone, where it will be developing components & sub-systems focused on Electric Vehicles. This facility will complement the capabilities & knowledge established over the past 2 years in Kalyani Centre for Technology & Innovation (KCTI) & Kalyani Centre for Manufacturing Innovation (KCMI) in Pune focused on delivering solutions for Electric Vehicles. On 8 February 2018, Bharat Forge announced strategic investment of upto Rs 30 crore for eventual stake of 45% in an EV startup, Tork Motorcycles. Bharat Forge is making a strategic investment in Tork Motorcycles as a part of its overall E-Mobility powertrain development. Tork's strength lies in its in-house team that has designed, developed and built the complete electric motorcycle. Their knowledge in the overall EV powertrain development will help Bharat Forge gain access to technologies in personal E-mobility space. 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 FY2018,the Company has purchased remaining 40% shares of Analogic Control India Limited (ACIL), from its erstwhile promoters. With this acquisition, ACIL became a WhollyOwned 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.
During the year 2017-18,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.
As on 31 March 2018,the company had 20 subsidiaries and one associate company under its roof.
During the FY2019, the company has generated strong cash flows of Rs 1,225 Million despite committing a Capex of Rs 8,500 Million during the year.
In FY'19, the Company installed the first CLWT machine, a 4200 T die-casting machine which is the biggest in India and the 5th largest in
the world. Besides this, it acquired customers even before completing the plant construction of the CLWT plant.
During the FY2020,the Company promoted and incorporated a wholly-owned subsidiary company in the name of Kalyani Centre for Precision Technology Limited (KCPTL), to carry out manufacturing activities of auto parts.
As on March 31, 2020, the Company has 25 subsidiaries (including step down subsidiaries) and 4 Associate Companies.
Capex incurred in the year 2019-20 amounting to Rs 5,164 Million towards forging and machining capacity in Maharashtra.
In FY'20, the Company executed the commissioning of CLWT plant. It started localizing electric powertrain for intermediate and Light Commercial Vehicle (ILCV) and 9M Bus segment in India.
On July 10, 2020 Bharat Forge Hong Kong (BFHK) Limited, a step down subsidiary of the Group was deregistered and dissolved. The closure of BFHK did not have any material impact on the operations/results of the Group.
On March 16, 2021, the Company invested Rs 0.01 million to acquire 100% stake ln equity of Kalyani Powertrain Private Limited to undertake various initiative for e-mobility business.
On May 06, 2021, the Company invested Rs 0.10 million to acquire 100% stake in equity of BF Industrial Solutions Private Limited (formerly known as Nouveau Power & Infrastructure Private limited) as a special purpose vehicle (SPV) for implementation of approved resolution plan of National Company Law Tribunal (the NCLT) for acquisition of Sanghvi Forging & Engineering limited, Baroda in terms of Insolvency and Bankruptcy code, 2016.
During FY'21, the Company received prestigious order from a major global OEM for forging and pre-machined components. It completed trials for three - Kalyani M4 vehicle, Kalyani Maverick and Mine Protected Vehicle (MPV). Further trials for JV Protective Carbine (JVPC) and FSAPDS were also completed. It was awarded a contract to supply the Kalyani M4 vehicle.
In FY 2022, the Company's subsidiary, Kalyani Powertrain Limited (KPTL) received maiden order for supply of products such as High Voltage High Power DC-DC Convertors, Motor Controllers for 2W applications from an Indian OEM. Its subsidiary company, Tork Motors launched its flagship product line of Electric Motorbike, KRATOS and KRATOS-R which received 2000 orders for these bikes .
In FY'22, the Company in collaboration with NASA JPL developed ventilators (FDA approved for emergency use authorization), in and around Pune, which was in great demand during the pandemic. It acquired erstwhile Sanghvi Forging & Engineering Limited (SFEL) for Rs. 900 million. It completed the capex and commercial production at its aluminum forging facility in North Carolina, US. With this, the Company now has two operational aluminum forgings plants; one in the US and the other in Germany. Its Advanced Towed Artillery Gun System (ATAGS), designed by DRDO, has completed its fifth and final firing trials. Apart from this, the Company signed the SPA to acquire Coimbatore-based JS Auto Cast Foundry India. It bagged new business worth Rs. 10,000 Million in FY 2022, bulk of order wins coming from PV & Industrial sectors.
In FY'22, the Company productionalized and shipped the Kalyani M4 armored vehicle to Indian Army for UN Peacekeeping mission. Its KM4 armored vehicles became the only one in category to complete desert trials at Rann of Kutch. During the year 2022, it diversified into new areas of Command, Control, Communications, Computers (C4) Intelligence, Surveillance and Reconnaissance (C4ISR) by participating and winning the iDex challenge through subsidiaries and partners. It made strategic investments in Tevva Motors Limited, UK, Tork Motors Pvt Ltd, India and established global 50:50 JV, REFU Drive GmbH with Prettl Group, Germany.
During the year 2022-23, the Company subscribed to 26% of paid-up share capital of Avaada MHVidarbha Private Limited on April 19, 2022 and Avaada became an associate of the Company. Kalyani Powertrain Limited (KPL), a WOS of the Company incorporated a WOS in the name, of 'Electroforge Limited' on July 25, 2022 and accordingly, Electroforge Limited was made a step-down subsidiary of the Company.
During 2022-23, the Company acquired Coimbatore-based casting and machining company, JS Autocast Foundry India Private Limited (JSA) effective on July 01, 2022. It commenced commercial production at t its aluminum forging facility in North Carolina, US. The Company through BF Infrastructure Limited (BFIL), its WOS got into a Share Purchase Agreement in Feb' 23 with PNC Infratech Limited and Ferrovia Transrail Solutions Private Limited for purchase of 51% shareholding in Ferrovia. The BFIL's shareholding in Ferrovia increased from 49% to 100%, which resulted Ferrovia becoming a WOS of BFIL and a step-down subsidiary of the Company. The Company transferred its stake held in its WOS, Analogic Controls India Limited (ACIL) and its associate Aeron Systems Private Limited to its WOS, Kalyani Strategic Systems Limited (KSSL), and 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.
Bharat Forge Ltd
Chairman Speech
Dear Shareholders,
It gives me immense pleasure to
address all of you and provide a review
of the year's performance and our
progress towards a stronger tomorrow.
At the outset, I thank each one of you
for the continued encouragement
and support. FY 2023 has been a
challenging year with continued
geo-political tension, impact of which
was visible in the higher energy
and food prices, elevated inflation
across all nations and supply chain
related tightness. Despite this, for
the Company, FY 2023 was a year of
progress on many fronts. Right from
the acquisition of JS Autocast providing
entry into the high potential industrial
casting sector, to securing maiden
exports orders in the defence vertical,
and improving our ESG scores, we saw
it all transpire.
The overall operating environment for Bharat Forge in the past year was stable,
especially in India where the macro-economic scenario was positive despite the global
challenges. India's economy has been resilient in the face of many macro headwinds like
high inflation and interest rate hikes by central banks globally. India's gross domestic
product (GDP) grew by 7.2% in FY 2023, following a robust 9.1% growth in FY 2022, making
it one of the fastest growing economies in the world.
Industry Sustains Positivity
The global automobile industry demonstrated resilience through the year. The North
American automotive markets had a good run with sustained fleet replacement demand and
strong appetite for personal mobility. European automotive markets were broadly subdued,
except for the medium heavy truck segment, which witnessed good volumes.
Domestic demand for passenger vehicles (PV) and medium and heavy commercial vehicles
(MHCV) remained strong, driven by healthy consumer demand and increased industrial
activity. As a result, India emerged the third largest automotive market, surpassing
Japan. Two notable trends are clearly playing out in the domestic automotive market. There
is a growing preference towards premium offerings in the PV market, with more demand for
SUVs/CUVs vis-?-vis small cars. In the E-mobility space, electric two and three-wheelers
have taken off in a meaningful way, driven by FAME II subsidies and tax relief measures by
various state governments. However, the uncertainty on FAME subsidies is an overhang on EV
adoption and is likely to result in consolidation.
A Reflection of the Past Year
FY 2023 was a record year with the Company achieving historical high revenues for the
standalone operations. This accomplishment was on the back of strong growth in key end
markets coupled with successful ramp-up of business in segments such as PV, Aerospace etc.
The standalone business achieved revenue of Rs.75,727 million, reflecting a growth of
21.1%, and PBT grew by 8.3% to Rs.14,398 million. Key milestones for the year were the
export business surpassing USD 0.50 billion in revenues and a sharp increase in the PV
export business which grew by 71% to Rs.9,553 million.
The overseas operations faced a challenging period due to supply chain issues and sharp
jump in input costs. Slower than anticipated ramp-up of new aluminum forgings capacities
in Germany and North America further impacted utilization rates. The business posted an
EBITDA loss of Rs.961 million in FY 2023. We are currently steering the path to
profitability by way of improving capacity utilization, optimizing costs and cost
recoveries from customers.
For the consolidated entity, topline grew by 23.4% to Rs.129,103 million while the
profit after tax declined by 52.8% toRs.5,084 million. The balance sheet continues to
remain strong with cash of Rs.31,405 million on the books and D/E (net of cash) at
comfortable levels of 0.54.
The defence arm, Kalyani Strategic Systems Limited (KSSL), achieved its maiden
breakthrough by bagging an export order of USD 155.5 million for supplying artillery gun
system, which will be an indigenously developed and manufactured product with 100%
intellectual property owned by us. Overall, the defence vertical secured orders worth
Rs.20,000 million, in FY 2023. The forging business secured new orders worth Rs.15,000
million and JS Autocast (JSA) has secured new business worth Rs.3,800 million. These order
wins provide a strong revenue visibility for the coming few years.
Tonnage & Technology
We have always been a Company in motion, looking for the next big growth opportunity.
Our initial breakout moment was way back in the early 90's, when we invested an amount
much bigger than our top line to set up a modern 16,000 Ton press (dubbed "The White
Elephant"). This laid the foundation for the next major pivot which happened in circa
FY 2002-03, when we combined a massive organic growth program in India with a series of
outbound acquisitions. At that time, our revenue was about Rs.6,340 million. In the
following two decades, we have strengthened our presence within the forgings space by
venturing into industrial and PV segments, reinforcing our balance sheet and incubating
various initiatives in sunrise sectors.
The results have been impressive: 20-year CAGR of 14% in sales, 13% in profitability
and shareholder value creation (ex-dividend) of 19% alongside attaining market leadership
position.
This time around, our transformation is centered on moving forward towards products
& systems while simultaneously deepening our presence in the components space. This
will be achieved by leveraging our core strengths, including strong relations with
customers, and expertise in material, metallurgical, and metal forming. With this as the
fulcrum, FY 2024 will witness the Company's progression up the product and system value
chain across verticals with increased emphasis on technology and innovation.
The Defence vertical, incubated in 2011, has successfully graduated from developing
components to sub-systems and full systems. The vertical is progressing ahead with a
capability-driven strategy whereby it is leveraging expertise in metallurgy and material
science and technologies like embedded electronics, control systems, artificial
intelligence, etc. to develop multiple platforms and products. This makes us amongst the
few Indian companies to possess such depth of capabilities, and that too all indigenously
developed.
The overseas businesses, which are facing challenges, have taken a pivot from steel to
aluminum forgings. With our global aluminum forging units now operational, we expect the
benefits to start coming in as they begin to stabilize in FY 2024. The aluminum
investments are key to having a meaningful presence in the light-weighting transition
playing out in the automotive world across traditional and new energy vehicles, and to
improve the overall financial performance of the international operations.
In the Industrial business, the acquisition of JSA has provided us an excellent entry
in the ferrous casting space. JSA's recent acquisition of Indo Shell Mould Limited's SEZ
unit has further enhanced its capacities, positioning it to become an anchor for building
larger business. These acquisitions are enabling an increase in the ability to cross-sell
to our existing customers and also giving us access to new customers in the Industrial
sector. JSA given its reputation with customers and an accomplished management will
witness strong growth in the coming years. Our ambition is to make JSA amongst the top
three casting suppliers in India.
In the Aerospace business, we have leveraged our components manufacturing expertise to
build a value-added portfolio and evolve into a tier-I system developer. We are exploring
opportunities to become a part of the supply chain for global leaders looking to set up
manufacturing facilities for large systems in India under the aegis of Atmanirbhar Bharat.
This business has clear growth visibility for the next two years and is expected to grow
at a steady clip in the future driven by enhancement of customers & product.
The E-mobility vertical, started in 2017, reached a milestone by consolidating all
competencies under our subsidiary KPTL, including strategic investments, joint ventures
(JVs) and the R&D-led knowledge to deliver at scale. This includes investments in
TEVVA for electric trucks, Tork Motors for electric motorcycles and a JV with REFU for
inverters.
KPTL successfully started its first micro-factory in the e-mobility space during the
year, for assembly of E-Bike catering to Tork Motors. It is now preparing to launch an
upcoming repowering micro-factory, that will target electrifying old trucks, a big
opportunity given the Indian government's mandate for old vehicle scrappage. We have
received all certifications and completed mileage goals on test vehicles for this
business. As a part of controlled launch, it has initiated pilot program with select
customers.
We are positioning ourselves in E-mobility with modest investments to gain knowledge,
experience and talent across electronics, mechatronics and drive train components, and
expect traction as the sector grows.
Talent Creation for BFL 2.0
BFL 2.0 is not very different from BFL 1.0. At the core, it is all about customers,
technology, innovation and scaling our capabilities and generating value for our
stakeholders. As our initiatives incubated over the past decade move into the harvest
phase, it necessitates dedicated approach, focus and efforts to understand nuances and
dynamics of the respective verticals. Towards this, we have restructured our new
businesses into subsidiaries or dedicated verticals, and have brought in young, dynamic
leaders and building teams to take forward the vision. Execution competencies have also
been stepped-up with dedicated plants and strengthening the team.
Stepping up ESG: Planet Positive
At Bharat Forge, we have bold ambitions to lead ESG in the manufacturing space and have
set targets for the same. We also believe that ESG is going to become an enabler and
differentiator as we further integrate into the global supply chain across segments.
On the environment front, we are progressing towards our vision of 50% lesser emissions
by 2030, and have defined a robust decarbonization roadmap. In FY 2023, we reduced energy
consumption and entered into renewable PPA for 60.65 MW. We are progressing towards water
positivity by 2030, having reduced our water intensity by another 2% in FY 2023.
Our efforts in sustainable development of communities have been inspirational. Across
100 villages of Maharashtra, we have undertaken scalable measures around education,
health, livelihood and infrastructure development. The impact is evident in improved
literacy and standard of living of villagers. We aim to make these into sustainable green
villages with net zero carbon. To our employees, we are providing a workplace that is
diverse, inclusive and safe, and at the same time rewarding.
One of the key initiatives in our ESG journey and assisting our customers in the
sustainability journey is the use of "Green Steel", manufactured using 100%
renewable energy and 70%+ recycled scrap materials with zero GHG footprint. I am happy and
proud to inform you that BFL has become the 1st company in India to utilize green steel in
its forging operations and supply components to its customers.
Vision 2030: Bigger, Better and Stronger
We firmly believe that we are at the cusp of steady growth in the medium-term which is
going to be truly transformational in our ability to deliver solutions across
technologies, processes and end-markets. As our initiatives in Defence, E-Mobility and
Industrial moves from investing to harvesting phase, and we move from manufacturing just
components to components and products/ systems involving technologies like AI, IoT and
digital Industry 4.0, new opportunities are set to unlock. To this effect, we have put out
a transformational vision target for year 2030.
These include:
Consolidated revenues CAGR (FY 2022-FY 2030) of 12-15% by creating balanced
income streams across components and products/systems
Consolidated EBITDA margin of 20+% as the incubated verticals progress from
investment phase to production mode and the international operations turnaround after a
challenging period
Consolidated ROCE improvement by 500 bps from FY 2022 levels of 20% driven by a
combination of operational improvement & ramp-up of activities across all business
verticals
Further, as the new verticals gain traction and become profitable and relevant in their
respective ecosystem, we expect the capex intensity to subside and the return ratios to
improve. A stronger foothold in less cyclical sectors and diversification across the
customer segments of B2B, B2G and B2C will further translate into stable and predictable
revenue generation. We also believe our strategy of creating own intellectual property as
technology platforms will truly differentiate us.
Final Thoughts
As we get going on achieving our business and strategic goals for the coming year and
work on the glide path for Vision 2030, our focus would be on delivering G(Growth)
D(Diversification) Growth driven by Diversification with Profitability.
I thank all the stakeholders for their trust in us every time we transform.
While we are confident of achieving results as always, we will not be complacent.
Having set our targets for an ambitious and bigger transformation, we will revisit them in
FY 2026 to determine the progress and take corrective steps it required. The journey will
be anything but smooth and many challenges will come in the newer frontiers. We believe
that we are on much stronger and stable footing.
Going forward, I seek the continued support of all stakeholders to make Bharat Forge a
company that is completely different from what it is today and create value for all.
Warm regards,
B N Kalyani
Chairman and Managing Director
Bharat Forge Ltd
Company History
Bharat Forge Ltd (BFL), the Pune based Indian multinational, is a global provider of high performance, innovative, safety & critical components and solutions to various industrial sectors including Automotive, Railways, Power, Defence, Construction & Mining, Aerospace, Marine and Oil & Gas. The company is a part of Kalyani Group. The Company is engaged in the manufacturing and selling of forged and machined components including aluminium castings for the auto and industrial sectors. It operate manufacturing facilities at Mundhwa, Baramati, Chakan, Satara and Nellore locations.
Bharat Forge Ltd was incorporated in the year 1961. In the year 1996, the company commenced commercial production. In the year 1995, the company commenced exports to erstwhile USSR by winning a large contract for under carriage components. In the year 1990, they made investment in state-of-art forging technology. Also, they commissioned 16000 MT press line. In the year 1991, the company commenced supply of engine & chassis components to Japan, USA and UK.
In the year 2001, the company commissioned their second 16000 MT press line. Also, they acquired the order book of Dand Kirkstall. In the year 2002, they made investment of $ 80 million in Research & Development, Testing & Validation and state-of-the-art Heavy Duty Truck Crankshaft Machining facilities. In November 21, 2003, the company acquired Carl Dan Peddinghus GmbH & Co. KG (CDP) of Germany and with this acquisition, the company emerged as world's second largest forging company. Also, they acquired Imatra Kilsta AB, Sweden & Scottish Stampings, Scotland.
In the year 2005, the company signed a joint venture contract with FAW Corporation for their forging business. In September 21, 2005, the company through their wholly owned subsidiary, Bharat Forge Beteiligungs GmbH, Germany, acquired Imatra Kilsta AB, Sweden along with its wholly owned subsidiary, Scottish Stampings Ltd, Scotland (together called Imatra Forging Group), which are now renamed as Bharat Forge Kilsta AB (BF Kilsta) and Bharat Forge Scottish Stampings Ltd, respectively. Also, they acquired Federal Forge now known as Bharat Forge America Inc., which provided the company with a manufacturing presence in USA, one of their largest markets.
In the year 2006, the company made investment of $ 100 million to set-up dedicated state-of-the-art forging & machining facilities for non-auto components. In the year 2008, they signed an MoU with NTPC. In August 2008, they commissioned India's Largest Commercial Open Forging Press. Also, the company in association with Alstom formed a joint venture in Indian to manufacture state-of-the-art super critical power plant equipment. In March 2009, the company started operations in the new state-of-the-art 80 Mtr-T counterblow hammer in Baramati for production of heavy forgings for large diesel engines and aerospace applications as well as Machining line for heavy duty.
During the year 2009-10, the company incorporated a joint venture (JV) company, BF-NTPC Energy Systems Ltd (BFNESL), with a 51% equity interest held by the company and balance held by NTPC Limited for the manufacture of critical items of Balance of Plants and other equipment for which India still remains dependent on imports. Also, the company set up two joint venture companies in partnership with ALSTOM Power Holdings S.A. for manufacturing sub-critical and supercritical thermal power plant equipment. The two JV companies named ALSTOM Bharat Forge Power Ltd and Kalyani ALSTOM Power Ltd will manufacture turbine and generators for power plants in the 300- 800 MW range and auxiliaries like heat exchangers, condensers and deaeraters, respectively.
During the year, the company entered into Preliminary Joint Venture and Shareholders' Agreement with AREVA NP, France, to create a manufacturing facility for heavy forgings and castings for the power sector particularly Nuclear Power segment and other heavy industries in India. In January 2010, the first phase of the capacity creation plan for the non-auto components business was completed with the commissioning of the ring rolling facility at Baramati. Also, they established Kalyani Centre for Technology & Innovation.
During the year 2010-11, the company commissioned new vertical heat treatment facility for manufacture of Turbine and Generator Rotors alongwith thermo stability test facility. Also, Ring Rolling Mill in BARAMATI became fully operational and became a supplier of critical rings for different customers specially for Gear Box manufacturers. Also, they company made an additional investment of Rs 150 crore in expanding machining line further for crankshaft machining in Baramati.
In 2012, the companie's power equipment joint-venture with Alstom bags Rs. 1,570 crore order from NTPC Ltd.
In 2013, NTPC orders three supercritical turbine islands from Alstom-Bharat. Bharat Forge, Alstom Power JV bags Rs 2,251 cr order from NTPC.
In 2014, there was a amalgamation of Joint Venture Companies -'Safran and Bharat Forge to form partnership to address opportunities in Indian civil and military aerospace'. The Kalyani Group Sign a Strategic Partnership for the Air Defence of India
In 2015, High Tech Rail Component Manufacturing Facility at Bharat Forge Centre for Advanced Manufacturing, Baramati was inaugurated. Also during the year, production began at Alstom-Bharat Forge's new turbine and generator manufacturing facility in India. The company awarded Recognition Prize - Energy Efficiency Award 2015. Also during the year, the company announced the acquisition of Oil & Gas Machining Company, Mecanique Generale Langroise (MGL) in France. During the year, Bharat Forge formalized a significant supply agreement for long term co-operation with Rolls-Royce. On 17 February 2016, Boeing and Bharat Forge (BFL) announced the first shipment of titanium flap-track forgings made by the Indian supplier for Boeing's Next-Generation 737. Bharat Forge will also supply forgings for the 737 MAX, scheduled to enter into service in 2017. The companies continue to address opportunities to expand BFL work in support of Boeing and its supply chain partners around the world. BFL also intends to expand its capabilities to offer higher value machining and manufacture of assemblies.
On 29 March 2016, Bharat Forge announced that the company has teamed up with US based AM General LLC to bid for India's Light Specialist Vehicle (LSV) program using AM General's battle-tested HMMWV as the LSV's base platform - with final build and production to take place in India. The teaming between the two companies will lead to providing cost effective and best-in-class mobility solutions for Indian Armed Forces.
On 26 April 2016, Bharat Forge announced that Boeing has awarded a contract to the company for titanium forgings for the Boeing 777X. The titanium forgings will be developed and manufactured by Bharat Forge using a closed die forging process.
On 7 June 2016, Bharat Forge announced that its joint venture with GE viz. Alstom Bharat Forge Power Private Ltd. (ABFPPL) has won a contract worth $219 million approximately from NTPC. ABFPPL will supply two units of 800 MW ultra-supercritical Steam Turbine Generator Islands, on EPC basis, along with related civil work for the Telangana Super Thermal Power Project Phase-1.
On 8 November 2016, Bharat Forge announced that its Board of Directors has approved divestment of its 49% stake in the power equipment JV with Alstom, Alstom Bharat Forge Power Private Limited (ABFPL) for US$ 35 million. The JV incorporated in Delhi with its manufacturing facility at Sanand was formed in 2009 to address opportunities arising from the expansion in the Indian power sector.
On 18 November 2016, the Finance & Risk Management Committee constituted by the Board of Directors of Bharat Forge Limited (BFL) approved the proposed acquisition of 100% shareholding of Walker Forge Tennessee LLC (WFT) through the company's US subsidiary, Bharat Forge America. WFT is a leading supplier of complex, steel and high-alloy steel, engine & chassis components to a diverse group of customers across Automotive & Industrial sectors. The transaction value is US$ 14 million which will be funded through internal accruals & debt. This proposed acquisition is focused on establishing BFL's manufacturing footprint in North America and on increasing BFL's product offering into the Passenger Car and Commercial Vehicle segments as well into industrial sectors such as Construction & Mining and allied industries. This will also enable BFL to expand its presence in North America.
Kalyani Rafael Advanced Systems (KRAS), a Joint Venture between Kalyani Strategic Systems Ltd., a subsidiary of Bharat Forge, and Rafael Advanced Defense Systems Ltd. of Israel, inaugurated their state-of-the-art facility at Hyderabad on 3 August 2017. KRAS would be India's first private sector advanced defence sub-systems manufacturing entity. Spread across an area of 24,000 sq.ft., the facility will enable production of high-end technology systems for Indian Armed Forces. It will be engaged in development of a wide range of advanced capabilities like Command Control and Guidance, Electro-Optics, Remote Weapon Systems, Precision Guided Munitions and System Engineering for System Integration. The facility will also target to export products to other countries.
The Board of Directors of Bharat Forge (BFL) at its meeting held on 10 August 2017 approved acquisition of the entire remaining 40% stake in its subsidiary company - Analogic Controls India Limited (ACIL). Upon acquisition, ACIL will become a wholly owned subsidiary of the company. ACIL is engaged in the design and development of reliable onboard/ground systems, safety arming mechanism, launcher relay unit, reliable electronic systems and sub-systems for mission critical applications. ACIL offers products and services for mission technologies of national importance in Defence, Aerospace, Communications and Industrial Electronics. ACIL clocked turnover of Rs 7.34 crore in FY 2016-17. BFL, the erstwhile promoters of ACIL and ACIL had entered into a Share Subscription Agreement and Shareholders' Agreements on 23 April 2013 and 18 June 2013 respectively, for acquiring 60% stake in ACIL by BFL.
The Board of Bharat Forge at its meeting held on 10 August 2017 also recommended issue of bonus shares to the holders of equity shares of the company in the ratio of 1:1. Further On October 3, 2017, the Company had issued bonus shares, in the proportion of 1:1 i.e. 1 (one) bonus equity share of Rs 2/- each for every 1 (one) fully paid-up equity share. Accordingly the Company has allotted 232,794,316 Equity shares of Rs 2/- each fully paid-up, to the shareholders of the Company.
On 10 August 2017, Bharat Forge announced that it has secured its maiden order from the Ministry of Defence to supply 1,050 Dual Technology Detection Equipment. The order worth Rs 201.60 crore, will be manufactured in India and is to be concluded within two years.
On 17 January 2018, Bharat Forge announced that it has opened a Research & Development facility in UK, in MIRA Technology Park, the UK's leading automotive technology park and Enterprise Zone, where it will be developing components & sub-systems focused on Electric Vehicles. This facility will complement the capabilities & knowledge established over the past 2 years in Kalyani Centre for Technology & Innovation (KCTI) & Kalyani Centre for Manufacturing Innovation (KCMI) in Pune focused on delivering solutions for Electric Vehicles. On 8 February 2018, Bharat Forge announced strategic investment of upto Rs 30 crore for eventual stake of 45% in an EV startup, Tork Motorcycles. Bharat Forge is making a strategic investment in Tork Motorcycles as a part of its overall E-Mobility powertrain development. Tork's strength lies in its in-house team that has designed, developed and built the complete electric motorcycle. Their knowledge in the overall EV powertrain development will help Bharat Forge gain access to technologies in personal E-mobility space. 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 FY2018,the Company has purchased remaining 40% shares of Analogic Control India Limited (ACIL), from its erstwhile promoters. With this acquisition, ACIL became a WhollyOwned 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.
During the year 2017-18,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.
As on 31 March 2018,the company had 20 subsidiaries and one associate company under its roof.
During the FY2019, the company has generated strong cash flows of Rs 1,225 Million despite committing a Capex of Rs 8,500 Million during the year.
In FY'19, the Company installed the first CLWT machine, a 4200 T die-casting machine which is the biggest in India and the 5th largest in
the world. Besides this, it acquired customers even before completing the plant construction of the CLWT plant.
During the FY2020,the Company promoted and incorporated a wholly-owned subsidiary company in the name of Kalyani Centre for Precision Technology Limited (KCPTL), to carry out manufacturing activities of auto parts.
As on March 31, 2020, the Company has 25 subsidiaries (including step down subsidiaries) and 4 Associate Companies.
Capex incurred in the year 2019-20 amounting to Rs 5,164 Million towards forging and machining capacity in Maharashtra.
In FY'20, the Company executed the commissioning of CLWT plant. It started localizing electric powertrain for intermediate and Light Commercial Vehicle (ILCV) and 9M Bus segment in India.
On July 10, 2020 Bharat Forge Hong Kong (BFHK) Limited, a step down subsidiary of the Group was deregistered and dissolved. The closure of BFHK did not have any material impact on the operations/results of the Group.
On March 16, 2021, the Company invested Rs 0.01 million to acquire 100% stake ln equity of Kalyani Powertrain Private Limited to undertake various initiative for e-mobility business.
On May 06, 2021, the Company invested Rs 0.10 million to acquire 100% stake in equity of BF Industrial Solutions Private Limited (formerly known as Nouveau Power & Infrastructure Private limited) as a special purpose vehicle (SPV) for implementation of approved resolution plan of National Company Law Tribunal (the NCLT) for acquisition of Sanghvi Forging & Engineering limited, Baroda in terms of Insolvency and Bankruptcy code, 2016.
During FY'21, the Company received prestigious order from a major global OEM for forging and pre-machined components. It completed trials for three - Kalyani M4 vehicle, Kalyani Maverick and Mine Protected Vehicle (MPV). Further trials for JV Protective Carbine (JVPC) and FSAPDS were also completed. It was awarded a contract to supply the Kalyani M4 vehicle.
In FY 2022, the Company's subsidiary, Kalyani Powertrain Limited (KPTL) received maiden order for supply of products such as High Voltage High Power DC-DC Convertors, Motor Controllers for 2W applications from an Indian OEM. Its subsidiary company, Tork Motors launched its flagship product line of Electric Motorbike, KRATOS and KRATOS-R which received 2000 orders for these bikes .
In FY'22, the Company in collaboration with NASA JPL developed ventilators (FDA approved for emergency use authorization), in and around Pune, which was in great demand during the pandemic. It acquired erstwhile Sanghvi Forging & Engineering Limited (SFEL) for Rs. 900 million. It completed the capex and commercial production at its aluminum forging facility in North Carolina, US. With this, the Company now has two operational aluminum forgings plants; one in the US and the other in Germany. Its Advanced Towed Artillery Gun System (ATAGS), designed by DRDO, has completed its fifth and final firing trials. Apart from this, the Company signed the SPA to acquire Coimbatore-based JS Auto Cast Foundry India. It bagged new business worth Rs. 10,000 Million in FY 2022, bulk of order wins coming from PV & Industrial sectors.
In FY'22, the Company productionalized and shipped the Kalyani M4 armored vehicle to Indian Army for UN Peacekeeping mission. Its KM4 armored vehicles became the only one in category to complete desert trials at Rann of Kutch. During the year 2022, it diversified into new areas of Command, Control, Communications, Computers (C4) Intelligence, Surveillance and Reconnaissance (C4ISR) by participating and winning the iDex challenge through subsidiaries and partners. It made strategic investments in Tevva Motors Limited, UK, Tork Motors Pvt Ltd, India and established global 50:50 JV, REFU Drive GmbH with Prettl Group, Germany.
During the year 2022-23, the Company subscribed to 26% of paid-up share capital of Avaada MHVidarbha Private Limited on April 19, 2022 and Avaada became an associate of the Company. Kalyani Powertrain Limited (KPL), a WOS of the Company incorporated a WOS in the name, of 'Electroforge Limited' on July 25, 2022 and accordingly, Electroforge Limited was made a step-down subsidiary of the Company.
During 2022-23, the Company acquired Coimbatore-based casting and machining company, JS Autocast Foundry India Private Limited (JSA) effective on July 01, 2022. It commenced commercial production at t its aluminum forging facility in North Carolina, US. The Company through BF Infrastructure Limited (BFIL), its WOS got into a Share Purchase Agreement in Feb' 23 with PNC Infratech Limited and Ferrovia Transrail Solutions Private Limited for purchase of 51% shareholding in Ferrovia. The BFIL's shareholding in Ferrovia increased from 49% to 100%, which resulted Ferrovia becoming a WOS of BFIL and a step-down subsidiary of the Company. The Company transferred its stake held in its WOS, Analogic Controls India Limited (ACIL) and its associate Aeron Systems Private Limited to its WOS, Kalyani Strategic Systems Limited (KSSL), and 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.
Bharat Forge Ltd
Directors Reports
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