bharat forg-1

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- 24,80,000 No. of equity shares issued at a prem. of Rs.30 per share in part conversion ofV Series debentures.

1982

- Balchandra Investment Pvt. ltd., became a wholly owned subsidiary of the Companyand consequently, a deemed public limited company under section 43-A of theCompanies Act, 1956.

1983

- An agreement was concluded with Tokyo, Drop Forging Co., Ltd., of Japan fortechnology upgradation, cost optimisation and quality improvements in the Company'sforging unit.

- The Company concluded an agreement with Maharashtra Electronics Corporation Ltd.(MELTRON), to establish a joint venture to manufacture colour T.V. sets.

1984

- Forge Investment Ltd., and Mundhwa Investment Ltd., became subsidiaries ofBhalchandra investment Ltd., with effect from 4th January.

1985

- The installed capacity of steel forgings at Pune was further increased from 30,000tonnes to 40,000 tonnes per annum.

- Industrial licence for steel forgings was endorsed for 7,200 tonnes and 42,800 tonnesper annum at Jalgaon and Pune units respectively.

- In addition, the Company also received industrial licence for the manufacture ofcouplings with 600 tonnes per annum capacity at Mundhwa, Pune.

- To obtain technology and know-how for the manufacture of couplings, the Companyentered into a collaboration agreement with Torsiflex Ltd., U.K.

- The Company privately placed with financial Institutions 3,80,000-15% securedredeemable non-convertible debentures (IV Series - PP) of Rs. 100 each, for workingcapital requirements. Also, 4,80,000-15% fully paid secured redeemable non-convertibledebentures (IV series-Rights) of Rs.100 each were issued on rights basis to finance itsindustrial machinery and couplings projects at Vaduth, Satara, and at Mundhwa, Pune.

- In addition, 7,50,000-10% fully paid secured redeemable convertible debentures (VSeries) of Rs.240 each were issued on rights basis to finance its front axle assembly


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projects and for the expansion of open forgings capacity and defence products machineryat Mundhwa, Pune.

1986

- A letter of intent for machine components was partially converted into an industriallicence for the manufacture of some of the items such as defence products machinery etc.as included in the letter of intent at Mundhwa, Pune.

- Registration was obtained for the manufacture of assemblies, components, spares,accessories for metallurgical machinery, size reduction and crushing equipment,conveying equipment and size separation units with a total capacity of 1,200 tonnes perannum at Vaduth, Satara.

- Registration for additional capacity of 700 tonnes per annum was obtained for theVaduth unit, for the manufacture of other items of industrial machinery. The Company

also undertook to market colour TV receivers and automotive components manufacturedby other companies.

- The name of the Company was changed from Bharat Forge Co. Ltd., to Bharat Forge,Ltd. with effect from 30th April.

- 3,12,500 No. of equity shares issued at a prem. of Rs 30 per share in part conversion ofV Series debentures.

1987

- Effective from 31st October, Jalkumbhi Investment and Finance Pvt. Ltd. andStarflower Investment Ltd. became subsidiaries of Forge Investment Ltd.

- Chakrapushpa Investment and Finance Ltd. and Jalakamal Investment and Financebecame subsidiaries of Mundhwa Investment, Ltd.

1989

- The Company undertook modernisation and rationalisation of the steel forgings &furnish machined crankshafts division at Pune.

- Delay in the receipt of imported equipment and the initial teething troubles delayed themodernisation programme at the steel forgings division, Pune. Both the presses wereinstalled by 1991-92.

- A joint venture under the name of Kalyani Sharp India Ltd. (KSIL) was set up for themanufacture of Televisions & VCRs. Necessary approvals were received for the transferof the Company's electronics marketing division to KSIL effective from 1st, October.


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- During September-October, the Company offered 10,55,450-14% non-convertible (VISeries) debentures of Rs.100 each on Rights basis in the prop. 1 debenture : 10 equityshares held. (All were taken up). Additional 1,52,349 debentures were allotted to retainover-subscription.

- The Company also issued 63,882 debentures (inclusive of over-subscription of 15% of55,500 debentures) to employees (including Indian working directors)/workers of theCompany on an equitable basis (only 2,010 debentures were taken up). The unsubscribedportion of 61,872 debentures was allowed to lapse.

- A detachable coupon is attached to every debenture entitling the holder thereof the rightto apply and get one equity share of Rs.10 each at a premium as may be approved by CCIat the expiry of 5 years from the date of allotment of debentures.

- The debentures were to be redeemed at par at the end of the seventh year, from the dateof allotment of debentures.

- 52,72,500 bonus shares issued in prop. 1:1. 35,15,000 rights shares issued (prem. Rs.40per share; prop. 1:3). 4,76,412 shares allotted to retain oversubscription. Another 50,838shares allotted privately (prem. Rs.40 per share). Another 48,450 shares allotted toemployees (prem. Rs.40 per share).

1991

- On 22nd May, the Company allotted 10,00,000-14% non-convertible debentures (7thseries) of Rs.100 each on private placement basis.

- The Company issued 19,00,000-18% secured redeemable non-convertible debentures(8th Series) of Rs.100 each on private placement basis with Mutual Funds. These are tobe redeemed in equal instalments at the end of 6th, 7th and 8th year from the date ofallotment viz., 26th November, at a premium of 5% payable along with the instalmentdue at the end of 7th year.

1992

- The Financial Services Division commenced for investment in various fund based areas.During the year, it diversified its portfolio into real estate development.

- The company commissioned the 12,800 tonnes capacity screw type hot forging press.

- During September/October, the Company offered 13,36,500-16% Non-convertibledebentures of Rs.300 each with a detachable warrant on Rights basis in the prop. 1debenture : 11 equity shares held. All were taken up.

- Another 66,830-16% Non-Convertible debentures of Rs.300 with detachable warrantseach were offered to the employees' on an equitable basis only 1,560 debentures were


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taken up. Unsubscribed portion of 65,270 debentures was allowed to lapse.

- These debentures are to be redeemed at a premium of 5% in three equal instalments atthe expiry of 6th, 7th, and 8th year from the date of allotment of debentures.

- Every debenture was attached with a warrent which entitled the allottee (of thedebenture) to receive a equity shares of 12 months from the date of allotment ofdebentures. If the right attached to any coupon/warrant was not exercised within thespecified period, the equity shares pertaining to the warrants were to be disposed of at thediscretion of the directors.

- Forfeiture on 370 shares annulled. 38,01,950 shares allotted as rights/to employees(prem. Rs.150 per share).

1993

- The fall in exports was due to the letter of credit not being opened at Ukraine andrecessionery conditions in the thrust markets of Japan & W. Europe.

- 13,37,035 No. of equity shares issued at a prem. of Rs. 145 per share on excercise ofwarrants attached to NCD (9th shares).

1994

- During February/March, the Company offered 65,93,300 No. of equity shares of Rs.10each at a premium of Rs.40 per shares in prop. 1:3 (all were taken up).

- Another 3,29,700 No. of equity shares of Rs.10 each were issued to the employees onan equitable basis (all were taken up).

- The Company also offered 28,26,000-14.5% secured redeemable non-convertibledebentures of Rs.50 each with a coupon/warrant attached in the prop. 1 deb : 7 equityshares held. (All were taken up).

- Another 1,41,300-14.5% debentures were issued to the employees on an equitable basis(only 1,00,450 debentures taking unsubscribed portion was allotted to lapse).

- These debentures would be redeemed at par in three equal instalments at the expiry of6th, 7th, 8th year from the date of allotment.

- Each warrant entitles the holder to apply for one equity share of Rs 10 each at apremium of Rs 40 per share.

- On 1st March, the Company issued convertible notes (1994-1999) of Swiss Francs20.00 million equivalent approximately to Rs.431 million.


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- Effective from 24th October, Starfflower Investment and Finance Ltd. andChakrapushpa Investment and Finance Ltd. ceased to be subsidiaries of the Company.

- Forfeiture on 4485 shares annulled. 69,23,000 shares allotted as Rights to theshareholders and employees, 12,09,801 shares issued (Prem. Rs. 40 againt Equity

Warrants attached to NCD VI Series. 35,00,000 shares allotted (Prem. Rs. 146) againstWarrants issued to Promoters. Pref. shares issued on private placement basis.

1995

- The Company proposed to set up a plant for the manufacture of Finish MachinedCrankshafts with a capacity of 1,80,000 nos. per annum at Pune.

- The Company had entered into a technical knowhow and Assistance agreement withMetalart Corporation, Japan for the manufacture of small precision forgings.

- 293, shares allotted. 29,26,450 shares allotted (prem. Rs. 40 per share) against warrantsattached to NCDs. (Xth series). 15,68,600 shares issued (prem. Rs. 186.93 per share).Under senior executive stock cum share option scheme 18,00,000 shares issued (prem.Rs. 107.18 per share) to Promoters/Group Companies.

1997

- 120,00,000 Redeemable pref. shares redeemed during the year.

1998

- The Company has decided to go head with the implementation of the Mundhwa projectfor additional forgings capacity of 38,000 Tonnes.

- BFL also has a financial services division which it set up in FY 93, IN FY95 itdiversified into production of wheel rims.

- BFL's wheel rim division has been hived off into a joint venture with the collaboratorLemmerze-Were of Germany, with effective from 4th June 1996.

- BFL is the leading player in the sector. It is the flagship of the Kalyani group and wasestablished in 1961 in collaboration with Steel Improvement and Forge Co., USA(SIFCO), Commercial production of forgings began in 1966 with the setting up of a plantat Mundhwa near Pune.

1999

- Bharat Forge has surprisingly turned an impressive results. Being the fifth-largestforging company in the world in volume terms.


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2000

- Demerger of Investment Division & Wind Mills Division with effect from March, 1.

2002-Bharat Forge Ltd has informed that Mr G A Nayak, Nominee Director of Unit Trust

of India (UTI) has resigned and ceased to be Director, with effect from December 19,2002, his nomination having been withdrawn by UTI.

2001

-Bharat Forge Ltd has retrenched around 800 employees which represents close to onefourth of its total workforce at its manufacturing facility.

-G A Nayak has replaced Mr.K.G.Vassal as the nominee of UTI on the Board of BharatForge.

-Bharat Forge reported a 16% drop in the revenue and 81% drop in the net profits.

2002

-Bharat Forge signs a contract with Dana Corporation's Spincer Europe Ltd., for thesupply of forgings.

-Leading Chinese Auto Dealer OEM has awarded the company a large contract for thesupply of engine components,which is worth around $20 million order.

2003

- Bharat Forge Ltd secured the second Largest Customer in China. Guangxi YuchaiMachinery Co. a part of second Auto Works is among the largest Auto companies inChina, which is a stepping stone for acquiring a large size of the Chinese Markets.

-Bharat Forge Ltd has appointed Ajay S Nagle as Company Secretary and also to act asCompliance Officer.

-New contracts has been won in the area of passenger car components. BFL has beenchosen by Ford Motor Company and Daimler Chrysler as a supplier of components fortheir global passenger car programs.

-Board approves raising of raising long term resources

2004

-Bharat Forge all set to enter China

-Bharat Forge Ltd (BFL) has tied up with BITS-Pilani for offering employees an


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Forge signed Letter of Intent with IIT-Bombay -Alstom and Bharat Forge to set up aJoint Venture to manufacture state-of-the-art super-critical power plant equipments inIndia. -Bharat Forge signs MOU with Government of Maharashtra for its Centre forAdvanced Manufacturing in Baramati -Bharat Forge signed a MOU with NTPC 2009

- Bharat Forge Ltd has informed that the Board of Directors of the Company at itsmeeting held on May 20, 2009, has appointed Mr. P H Ravikumar as Additional Directorof the Company with effect from May 20, 2009.

-Bharat Forge and AREVA sign MoU for Manufacture of Heavy Forgings in India-Bharat Forge receives National Award for Best HR Practices -2009

2010

- Bharat Forge Ltd has appointed Dr. T. Mukherjee as Additional Director of theCompany with effect from January 23, 2010.

Meetings

Board Meet 23-oct-2010

Bharat Forge Ltd has informed BSE that a meeting of the Board of Directors of theCompany will be held on October 23, 2010, inter alia, to take on record the UnauditedFinancial Results of the Company for the quarter ended on September 30, 2010 as alsofor the half year ended on that date (with limited Review by the Auditors of theCompany.

Annual General Meeting 26-July 2010.

Bharat Forge Limited has submitted to the Exchange a copy of the Notice of the AnnualGeneral Meeting of the Members of the company to be held on July 26, 2010. BharatForge Ltd has informed BSE that the members at the 49th Annual General Meeting(AGM) of the Company held on July 26, 2010, has approved all the resolutions proposedat item No. 1 to 9 of the Notice dated May 22, 2010. (As Per BSE AnnouncementWebsite dated on 26.07.2010) Bharat Forge Ltd has informed BSE that the members atthe 49th Annual General Meeting (AGM) of the Company held on July 26, 2010, inter

alia, have also accorded to the following business: 1. Adoption of the Balance Sheet as atMarch 31, 2010 & Profit & Loss Account for the year ended on March 31, 2010 & theDirectors Report & Auditors Report thereon. 2. Declaration of dividend at the rate of50% i.e. Re. 1.00 per equity share of Rs. 2/- on 232,794,316 equity shares of Rs. 2/- each,for the period from April 01, 2009 to March 31, 2010. 3. Re-appointment of Mr. G KAgarwal, Mr. P C Bhalerao, Mr. P G Pawar & Mr. S D Kulkarni as Directors of theCompany. 4. Re-appointment of M/s. Dalal & Shah, Chartered Accountants, Mumbai, asAuditors of the Company to hold office from the conclusion of this meeting until the


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conclusion of the next Annual General Meeting of the Company, on remunerations, terms& conditions. 5. Appointment of Mr. Naresh Narad & Dr. T Mukherjee as Directors ofthe Company, liable to retire by rotation.

Extra Ordinary General Meeting

Bharat Forge Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) ofthe members of the Company will be held on October 01, 2009, inter alia, to transact thefollowing business: 1. To reate, offer, issue and allot in one or more tranches whetherRupee denominated or denominated in Foreign Currency, in the course of Domestic /International Offerings representing Equity Shares through Global Depository Receipts(GDRs), Debentures or Bonds Whether Partly / Optionally / Fully Convertible and / orSecurities linked to Equity Shares including Foreign Currency Convertible Bonds and / orany Other Financial Instruments (OFIs) Convertible into or Linked to Equity Shares orWith or Without Detachable Warrants with a Right Exercisable By the Warrant Holdersto Convert or Subscribe to the Equity Shares or Otherwise, in Registered Or Bearer Form

Secured or Unsecured Such that the total amount raised through the aforesaid Securities(As Detailed Below) should not exceed US $ 150, Million (With or Without Green shoeOption) or Its Indian Rupee Equivalent Rs. 7200 Million (At An Exchange Rate ofRupees 48/- Per Us Dollar), of Incremental Funds For the Company ('Securities', WhichShall include the Specified Securities as Detailed Below) to any Person including Foreign/ Resident Investors Whether Domestic / Foreign Institutions, Promoters, Employees ofthe Company, Non-resident Indians, Indian Public Companies, Corporate Bodies, Trusts,Mutual Funds, Banks, Insurance Companies, Pension Funds, Individuals Or Otherwise,('Investors'), through Public Issue(s), Private Placement(s) or a combination thereof atsuch time or times, at Such Price or Prices, at a discount or premium to the Market Priceor prices in such manner and on such terms and conditions including Security, Rate of

Interest, etc., as may be decided by and deemed appropriate by the Board, Subject toapplicable law, in its absolute discretion including the discretion to determine thecategories of Investors to whom the Offer, Issue and Allotment shall be made to theexclusion of all other categories of Investors at the time of such Issue and Allotmentconsidering the Prevailing Market Conditions and Other Relevant Factors wherevernecessary in consultation with the Lead Managers, As the Board in its absolute discretionmay deem fit and appropriate, subject to necessary provisions & approvals. 2. To alter theArticle 133 of the Articles of Association of the Company as under: he figure '7' at theend of Article be substituted by the Figure '9'. 3. To increase the number of Directorsfrom 17 to 19 as Excluding Debenture Directors, Permanent Directors, Special Directorsand Nominee Directors, if any. Bharat Forge Ltd has informed BSE that the members at

the Extra Ordinary General Meeting (EGM) of the Company held on October 01, 2009,inter alia, have approved all the resolutions proposed at Item Nos. 1 to 3 of the Noticedated August 18, 2009. (As Per BSE Announcement Dated on 01/10/2009) Bharat ForgeLtd has informed BSE that the members at the Extra Ordinary General Meeting (EGM)of the Company held on October 01, 2009 inter alia, have also accorded to the following:1. Authority to the Board to create, offer, issue and allot in one or more tranches whetherRupee denominated or denominated in Foreign Currency, in the course of Domestic /International Offerings representing Equity Shares through Global Depository Receipts


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(GDRs), Debentures or Bonds Whether Partly / Optionally / Fully Convertible and / orSecurities linked to Equity Shares including Foreign Currency Convertible Bonds and / orany Other Financial Instruments (OFIs) Convertible into or Linked to Equity Shares orWith or Without Detachable Warrants with a Right Exercisable By the Warrant Holdersto Convert or Subscribe to the Equity Shares or Otherwise, in Registered Or Bearer Form

Secured or Unsecured Such that the total amount raised through the aforesaid Securities(As Detailed Below) should not exceed US $ 150, Million (With or Without Green shoeOption) or Its Indian Rupee Equivalent Rs. 7200 Million (At An Exchange Rate ofRupees 48/- Per Us Dollar), of Incremental Funds For the Company ('Securities', WhichShall include the Specified Securities as Detailed Below) to any Person including Foreign/ Resident Investors Whether Domestic / Foreign Institutions, Promoters, Employees ofthe Company, Non-resident Indians, Indian Public Companies, Corporate Bodies, Trusts,Mutual Funds, Banks, Insurance Companies, Pension Funds, Individuals Or Otherwise,('Investors'), through Public Issue(s), Private Placement(s) or a combination thereof atsuch time or times, at Such Price or Prices, at a discount or premium to the Market Priceor prices in such manner and on such terms and conditions including Security, Rate of

Interest, etc., as may be decided by and deemed appropriate by the Board, Subject toapplicable law, in its absolute discretion including the discretion to determine thecategories of Investors to whom the Offer, Issue and Allotment shall be made to theexclusion of all other categories of Investors at the time of such Issue and Allotmentconsidering the Prevailing Market Conditions and Other Relevant Factors wherevernecessary in consultation with the Lead Managers, As the Board in its absolute discretionmay deem fit and appropriate, subject to necessary provisions & approvals. 2. Alternationin the Article 133 of the Articles of Association of the Company as under: he figure 7' atthe end of Article be substituted by the Figure 9'. 3. Increase the number of Directorsfrom 17 to 19 as Excluding Debenture Directors, Permanent Directors, Special Directorsand Nominee Directors, if any.


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Bharat Forge Ltd - Corporate Social Responsibility Activities

are as follows:Company's Slogan: Turn your face into the sun and the shadows fall behind you.Company's Vision: To be the No.1 forging company in the world by 2008.

Special Notes: Part of the Kalyani Group.Company Type: Indian Multi National Industry Sector Engineering / MachineryProducts / Services :1. Forging steel

2. forging forge arcticles3. Finished crankshafts

No. of employees: 7000

Other locations of factories / offices :12 Manufacturing locations across 6 countries 4 inIndia (Mundhwa, Chakan, Baramati & Satara) 3 in Germany, 1 in Sweden, 1 in Scotland,1 in USA & 2 in China

Financial result for time period April 2008 - March 2009

-Sales Rs. 2106 Crores

-Profit before tax: Rs. 158 Crores

Net profit after tax: Rs. 103 Crores

CSR Budget: Not Disclosed

CSR Activities

Trust / Foundation for CSR :No

CSR Areas :

1. Children

2. Community Welfare

3. Education

4. Senior Citizens

5. Vocational Training

6. WomenThree main CSR activities :


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1. Education

2. Environment

3. Community welfare

Publish Sustainability Report NoMember of Global CompactNo

CSR activities in briefPg. 25, Annual Report, Management Discussion and Analysis.

Corporate Social Responsibiity Activities in brief:

CORPORATE SOCIAL RESPONSIBILITY (CSR)In addition to focusing on maximising long term shareholder value, BFL has always beena responsible corporate citizen and continues to work for other stakeholders and the

community at large. BFLs corporate social responsibility initiatives are focussed onemployees, the community around its facilities and the environment.In 2008-09, there was increased energy in the CSR activities with wider participation ofBFL employees. In a structured way, every department at Mundhwa has taken up aspecified activity. This way the CSR activities have become integral to the work profileof employees at Mundhwa.Some of the activities include:Running of 3 community centers which employ the wives of BFL employees, where theyare provided vocational training to make them self sufficient. For example, BFL factoryat Mundhwa purchases uniforms and hand gloves stitched by them.CSR activities conducted by the employees of BFL focus on three groups: women, senior

citizens & underprivileged children wherein each department in the company has adoptedan institution around Pune. The employees visit the institutions regularly. Variousinstitutions adopted include schools, old age homes & remand homes.BFL continues to actively support the efforts of Pratham Pune Education Foundation(PPEF), which imparts primary education to the children of economically weakersections of society. The foundation has delivered education programmes to a largenumber of children during its existence.On the environment front there have been active drives at tree plantationacross Pune and training and lectures were delivered by the companys in-houseenvironment specialists at different forums.Measures taken by BFL to reduce fossil fuel consumption include improving efficiency

of furnaces and recuperation of waste heat. BFL continues to procure significant portionof its energy requirement by way of power generated from wind energy.-----------------------------------(As on 27-11-09, information on CSR activities on the company website is the same aswas available last year)http://www.bharatforge.com/commitment/commitment.aspCommitment


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At Bharat Forge, we believe that as a corporate citizen, we should reciprocate and giveback to the society that has given us so much. The company is therefore, morallycommitted to addressing issues such as Education, Quality, Environment andCommunity.

* EducationPRATHAM PUNE EDUCATION FOUNDATION (PPEF)As part of its Corporate Social Responsibility, Bharat Forge is closely involved withactivities of the India Education Initiative and PPEF. Mr. B. N. Kalyani is the Founderand Chairman of PPEF, which is engaged in providing primary education to children inthe age group of 3-14, belonging to the most underprivileged sections of the localcommunity. Over the past 4 years, PPEF has touched the lives of over 50,000 children inPune, and has become an important catalyst for women empowerment.PPEF operates through an extensive network of Balsakhis, Balwadis, Bridge Courses andOutreach Programmes. PPEF's contributions have resulted in Pune achieving almost

100% literacy.http://www.bharatforge.com/commitment/education.asp---------------------------------------

* EnvironmentGreen Energy - Making our planet more habitable.In India, there has been an upsurge for the development of non-conventional energyprojects for quite some time. The likely depletion of fossil fuels means that we have todepend more and more on non-fossil fuel based energy. To further strengthen ourcommitment to environment, we ventured into the Green Energy Concept - one of thebest and fastest ways to generate power by non-polluting wind as the source of energy.Implemented in phases from 1998 onwards, today these wind turbines are generating 50million units annually and supplying power to Bharat Forge. Located in the picturesqueSahyadri ranges, the wind farm currently meets most of our power requirement, which isgreen energy, and has no pollution element.We manufacture all our products using this green energy, thereby contributing to theenvironment too.We are committed to:

* Preventing pollution, maximizing recycle and reducing wastes, discharges andemissions generated by processes.

* Conservation of natural resources by using them in a responsible and efficientmanner across all operations.

* Encouraging tree plantation and promoting green belts and lush green surroundingsat all our manufacturing locations so as to work in harmony with nature.We as a group are conscious of our responsibility towards creating, maintaining andensuring a safe and clean environment.An elaborate landscaping work was planned and undertaken by Bharat Forge in 1988 andis still under way. The 87 acres Bharat Forge campus initially had 893 trees someplanted and some which had naturally taken root. Today, this population stands at 4364trees and 5200 shrubs and vast stretches of lawns.


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Simultaneously, Bharat Forge has been undertaking studies to monitor the effect ofplantation on ambient air quality and sound levels, with the help of investigators from theschool of Environmental Sciences, University of Pune. Collection of air and dust sampleswas done at 15 different locations in the premises. Chemical analysis of the sampleindicated a very positive impact with lowering of pollution. Investigations are done on a

periodic basis and results of investigations are made available to industrial houses andGovernment Agencies concerning pollution control.

Community InitiativesAt Bharat Forge, a global business perspective goes hand-in-hand with a localcommunity focus. Our emphasis on building strength and adding value extends beyondthe customers we serve and the products we make, to the communities andneighborhoods we work in. Bharat Forge community relations program consists of adynamic combination of associate volunteer efforts and corporate giving / communityactivities.Our community involvement reflects our values as a corporation. Most of Bharat Forges

community and business contributions, sponsorships and volunteer activities supporteducational, youth-focused initiatives programs that have a direct impact on our futureworkforce.Community CentresThe Kalyani Group Community Centre is where the benefits of industrial progress are

enjoyed by the employee and his / her family. The centre is a space for socialemancipation, recreation, and income generation. Run with a professional attitude towardcommunity development.For Twenty-five years, three community centres are functioning in full-fledged manner.The activities of the community centre include :Income generation for womenAt the Community Centres, women stitch Uniforms includingshirts, trousers, boiler suits,aprons, and handgloves which cater to the in-house requirements of Bharat Forge. Thereareother initiatives like Rakhi Making that give boost to their creativity and generateincome.A variety of vocational training is imparted to them and theproducts made by them areexhibited in exhibition which in turnhelps the women to generate income for themselves.Alongwith this they have formed saving groups among themselves.Personality development campsDay camps for the women include training in :

* Communication Skills* Health / Nutrition* Time Management* Bank / Postal Transactions* Dealing with Alcoholism* Yoga* Visit to social institutions / industry


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Skill development programmesVarious workshops are organized for skill development, such as :

* Cookery* Painting

* Embroidery* Purse / bag making* Ceramic painting

Medical check-upsWell known, qualified doctors visit the community centers on a regular basis. This clinichelps in early detection of health problems as well as in creating health awareness amongwomen.

Health and safety related programmes* Aids awareness programmes

* Training in First Aid* Family education for couples* Safety at home training for children* Programmes on healthy food habits* Cancer Awareness Lectures* Guidance on physical and mental health after 40

Extracurricular activitiesThe community centre also organises excursions and competitions in cookery, interiordecoration, and essay writing. Women are also encouraged to participate in drama anddance, besides festivities like Haldikumkum, Navratri, Diwali Exhibition andIndependence Day.

Camps for childrenPersonality Development Camps during vacations, include :

* Writing and elocution skills* Dramatics* Art and craft* Leadership qualities* Environmental awareness* Anand Mela (Fun Fair)

Home Management Course for adolescentsConducted to teach adolescents basic skills of home management. The topics include:

* Intra-family interaction* Discipline at home* Home management / budgeting* Health / senior citizen care / nutrition* Sex education

Competitions


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During the year under review, Exports turnover of the Company was Rs. 7109 million, decrease of 29% over previous year (Rs. 10 024 million).

Over the review period, major global economies continued to face

challenges on various fronts and federal governments introducedmeasures to revive economic activity across sectors. The Company withsignifi cant exposure to the overseas automobile markets throughexports and overseas operations was adversely impacted. Capacities ofthe overseas operations were severely underutilized during the yearresulting in poor performance on many parameters. The Indian automotiveindustry recovered swiftly and posted quarter on quarter improvementsduring the year. This helped the company in posting reasonable resultsdespite the weakness in export markets.

The Company has been able to successfully develop and validate many new

programs. During the year, new business awards have been achieved onboth the auto as well as the non-auto business fronts.c) Financials: (On stand-alone basis):

(Rs. in Million)

Current PreviousYear Year

Profi t for the year before Taxation &Exceptional item 1 807.17 1 576.65Provision for Taxation:

Current including Wealth Tax & FBT 603.30 55.20

- Deferred (66.59) 488.60

Net Profi t 1 270.46 1 032.85

Balance of Profi t from Previous Year 6 167.51 5 570.29

7 437.97 6 603.14

Add/(Less): Tax Refunds and ExcessProvisionsnet of prior year items 0.43 (29.04)

Profi t available for appropriation 7 438.40 6 574.10

APPROPRIATIONS:


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Proposed dividend on Equity Shares 232.79 222.65Tax on above dividend 38.66 37.84

Debenture Redemption Reserve 206.22 26.10

Transfer to General Reserve 127.50 120.00Surplus retained in Profi t& Loss Account 6 833.23 6 167.51

2. DIVIDEND:

Your Directors recommend a Dividend of Re. 1/- per equity share of Rs.2/- each (50%) for the year ended March 31, 2010.

3. CONSOLIDATED FINANCIAL STATEMENTS:Consolidated Financial Statements in accordance with AccountingStandard-21 issued by The Institute of Chartered Accountants of Indiahave been provided in the Annual Report. These Consolidated FinancialReports provide fi nancial information about your Company and itssubsidiaries as a single economic entity. The Consolidated FinancialStatements form part of this Annual Report.

4. SUBSIDIARIES:

The Company has 14 subsidiaries of which 12 are overseas and 2 are inIndia. A summary of their performance is given elsewhere in the AnnualReport.

In view of the unprecedented downturn in the automotive sectors acrossthe globe, during year 2009-10, the Company has carried the process ofrestructuring and rightsizing the operations of its wholly ownedsubsidiaries to adopt for lower market volumes. The Company hasincurred substantial cost for such rightsizing exercise which hasaffected the performance of the Company on consolidated basis. Theprimary objective behind such restructuring and rightsizing is toachieve a lower breakeven threshold and thus achieve profi tabilityin Companys Subsidiaries at lower capacity utilizations.

As a part of such restructuring programme, operations and assets ofBharat Forge Scottish Stampings Limited (BFSSL), subsidiary of theCompany active in the European markets, are being transferred to othergroup companies in Bharat Forge Group. Hence, the accounts of BFSSLhave been prepared not under going concern.


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The auditors of Bharat Forge America Inc. (BFA), subsidiary of theCompany, active in the North American markets, have, without qualifyingtheir reports, expressed a possibility about BFAs inability tocontinue as going concern due to market conditions in North America.

BFA has implemented various measures to adapt itself to lower volumes,which include a signifi cant headcount reduction, a very tight controlon costs, development of new products and an effi cient working capitalmanagement. It is expected that these steps, along with the supportprovided by the Company would enable BFA to survive the presentdownturn. Hence, the accounts of BFA have been prepared on the goingconcern basis.

A signifi cant portion of the consolidated revenues are generated bythe subsidiary companies. Detailed analysis of the working of thesubsidiary companies appears in the Management Discussion and Analysis.

5. SUBSIDIARY COMPANIES ACCOUNTS:The Company has received approvals of the Central Government underSection 212(8) of the Companies Act, 1956, vide their letterNos.47/72/2010 CL - III dated April 8, 2010 and 47/72/2010 CL - IIIdated April 22, 2010 which exempts the Company from attaching to theBalance Sheet, the copies of the Balance Sheets, Profi t and LossAccounts, Directors Reports and Auditors Reports and other documentsrequired to be attached under section 212(1) of the Act of itssubsidiary companies, namely:

i) CDP Bharat Forge GmbH, Germany,

ii) Bharat Forge Holding GmbH, Germany

iii) Bharat Forge Aluminiumtechnik GmbH & Co. K.G., Germany

iv) Bharat Forge Aluminiumtechnik Verwaltungs GmbH & Co. K.G., Germany

v) Bharat Forge Daun GmbH, Germany

vi) Bharat Forge America Inc., U.S.A.

vii) Bharat Forge Beteiligungs, GmbH, Germany

viii) Bharat Forge Kilsta AB, Sweden

ix) Bharat Forge Scottish Stampings Ltd., Scotland


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x) Bharat Forge Hong Kong Limited (Formerly, Lucrest Limited), HongKong

xi) FAW Bharat Forge (Changchun) Company Limited, China

xii) BF New Technologies GmbH, Germanyxiii) BF-NTPC Energy Systems Ltd. India

xiv) Kalyani ALSTOM Power Ltd. (w.e.f. February 5, 2010) India

Accordingly, the said documents are not being attached to the FinancialStatements of the Company. A gist of the fi nancial performance of thesubsidiaries is given in this Annual Report. The annual accounts of thesubsidiary companies are open for inspection by any member/investor andthe Company will make available these documents/details upon request by

any member/investor of the Company/ subsidiaries of the Companyinterested in obtaining the same.6. CAPACITY EXPANSION AND NON-AUTO BUSINESS:

Members are aware of the Expansion Plans underway at Companysfactories at Mundhwa, Baramati and Satara. Current status ofimplementation is as under:

A. BARAMATI

The new state-of-the-art 80 Mtr-T counterblow hammer for production ofheavy forgings for large diesel engines and aerospace applications aswell as Machining line for heavy duty started operations from March2009. Order infl ow is satisfactory and the production is being rampedup as planned.

The Company has completed installation of a ring rolling mill capableof rolling rings upto 4.5 meter diameter and 500 mm height, along withits Blanking Press. The Company has already secured orders from windturbine and large gear box manufacturers from both global and IndianOEMs for this facility.

B. MUNDHWA/SATARA

The new state-of-art 4 000T Open Die Forging press was commissioned inAugust, 2008 and now is fully operational.

7. JOINT VENTURES


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A. JOINT VENTURE WITH NTPC:The Company has incorporated a joint venture (JV) company, BF-NTPCEnergy Systems Limited (BFNESL), with a 51% equity interest held by theCompany and balance held by NTPC Limited for the manufacture of

critical items of Balance of Plants and other equipment for which Indiastill remains dependent on imports. BFNESL is fi nalizing product rangewhich includes high pressure pumps, large castings and high pressurepipings for supercritical and ultra supercritical thermal power plantsas well as nuclear power plants, oil and gas, petrochemicals, steel andmining sectors. The JV Company has acquired a 100 acre land at Solapurin Maharashtra, to set-up its fi rst manufacturing facility. BFNESLplans to start ground activities by the third quarter of the current financial year.

B. JOINT VENTURES WITH ALSTOM:

The Company has set up two JV companies in partnership with ALSTOMPower Holdings S.A. for manufacturing sub-critical and supercriticalthermal power plant equipment. The two JV companies named ALSTOM BharatForge Power Limited and Kalyani ALSTOM Power Limited will manufactureturbine and generators for power plants in the 300- 800 MW range andauxiliaries like heat exchangers, condensers and deaeraters,respectively. They will have a total installed capacity of 5 000 MW ofequipment per annum. Company holds 49% equity interest in ALSTOM BharatForge Power Limited, and 51% equity interest in Kalyani ALSTOM PowerLimited. Their state-of-the-art manufacturing facilities are coming upon a 120 acre land within the SEZ adjacent to Mundra Port in Gujarat

The facilities are slated to become ready in phases beginning fi rstquarter of 2012.

The JV companies have already started bidding for equipmentopportunities in large supercritical power plants coming up in India.

C. JOINT VENTURE WITH AREVA:

The Company has entered into Preliminary Joint Venture andShareholders Agreement with AREVA NP, France, to create amanufacturing facility for heavy forgings and castings for the powersector particularly Nuclear Power segment and other heavy industries inIndia. AREVA is a Worldwide leader in the nuclear power activities,including the design, manufacture and supply of nuclear power plants,components and fuel to customers all over the World.

Manufacture of non-automotive forgings, including for power sector


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10. QIP ISSUE:Pursuant to authorization given by the members by passing a resolutionby postal ballot on February 27, 2010, the QIP committee of Directors,issued and allotted on April 28, 2010, the following securities:

10 000 000 equity shares of Rs. 2/- each, at a price of Rs. 272/- perequity share for an aggregate amount of Rs. 2 720 000 000/- (inclusiveof premium).

6 500 000 Warrants at a price of Rs. 2/- per warrant for an aggregateamount of Rs. 13 000 000/-. Every warrant is exchangeable for 1 equityshare of Rs. 2/- each of the Company, at any time within a period of 3years from April 29, 2010 at a warrant exercise price of Rs. 272/- eachper equity share.

1 760 Non-Convertible Debentures of face value of Rs. 1 000 000/- eachat a coupon rate of 10.75% per annum for an aggregate amount of Rs. 1760 000 000/-.

Above equity shares and warrants are listed on Bombay Stock ExchangeLimited, National Stock Exchange of India Limited and Pune StockExchange Limited.

Non-convertible Debentures are listed on Bombay Stock Exchange Limitedand National Stock Exchange of India Limited.

The proceeds of the QIP issue will be utilized for long term fundingrequirements, and any other uses as may be permissible under applicablelaw.

11. TERM DEPOSITS:

As on March 31, 2010, 29 Depositors having deposits aggregating to Rs.400 000/- did not collect the amounts due. None of the deposit amountwas repaid to the Depositors / transferred to Investor Education andProtection Fund during the year. Presently, the Company does notaccept/renew the deposits.

12. PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies Act, 1956 (theAct), read with Companies (Particulars of Employees) Rules, 1975, formspart of this Report. As per the provisions of Section 219(1)(b)(iv) ofthe Act, the Directors Report and Accounts are being sent to theshareholders excluding the statement giving particulars of employees


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under Section 217(2A) of the Act.Any shareholder interested in obtaining a copy of the statement, maywrite to the Company Secretary at the registered offi ce of theCompany.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGEEARNINGS AND OUTGO:

The additional information required under the provisions of Section217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules, 1988, andforming part of the Report is also annexed hereto.

14. DIRECTORS:

Mr. V. K. Jairath, who was appointed as additional Director on 24thJuly, 2009 resigned on 22nd February, 2010. The Directors place onrecord their sincere appreciation of the very useful contributions madeby him during his association with the Company.

Mr. Naresh Narad, who was appointed as additional Director on 24thJuly, 2009 hold offi ce till the ensuing Annual General Meeting. Anotice proposing appointment of Mr. Narad as Director having beenreceived, the matter is included in the Notice for the ensuing AnnualGeneral Meeting.

Dr. T. Mukherjee, who was appointed as additional Director on 23rdJanuary,

2010 hold offi ce till the ensuing Annual General Meeting. A noticeproposing appointment of Dr. Mukherjee as Director having beenreceived, the matter is included in the Notice for the ensuing AnnualGeneral Meeting.

In accordance with the provisions of the Companies Act, 1956 and theArticles of Association of the Company, Mr. G. K. Agarwal, Mr. P. C.Bhalerao, Mr. P. G. Pawar and Mr. S.D. Kulkarni, Directors of theCompany, retire by rotation and, being eligible, they offer themselvesfor re-appointment.

The Ministry of Company Affairs, Govt. of India, has in terms of letterNo. SRN No. A-70987086-CL VII dated 21st January 2010, granted itsapproval u/s 259 of Companies Act, 1956, to increase the total numberof Directors of the Company from 17 to 19.


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15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the CompaniesAct, 1956, with respect to Directors Responsibility Statement, your

Directors confi rm that:(i) in the preparation of the accounts for the fi nancial year endedMarch 31, 2010; the applicable accounting standards have been followedalong with proper explanation relating to material departures, if any;

(ii) accounting policies selected have been applied consistently andmade judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at theend of the fi nancial year and of the profi t of the Company for theyear under review;

(iii) proper and suffi cient care had been taken for the maintenance ofadequate accounting records in accordance with the provisions of theCompanies Act, 1956 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities and;

(iv) the annual accounts had been prepared on a going concern basis.

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