Bharat Forge : Quarterly Report on Corporate Governance

General information about company

Scrip code	500493
NSE Symbol	BHARATFORG
MSEI Symbol	NOTLISTED
ISIN	INE465A01025
Name of the entity	BHARAT FORGE LIMITED
Date of start of financial year	01-04-2023
Date of end of financial year	31-03-2024
Reporting Quarter	Half Yearly
Date of Report	30-09-2023
Risk management committee	Applicable
Market Capitalisation as per immediate previous	Top 500 listed entities
Financial Year

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of

Add

directors explanatory

Notes

Whether the listed entity has a Regular

Yes

Chairperson

Whether Chairperson is related to MD or CEO

Yes

Disqualification of Directors under section 164 of

the Companies Act, 2013

No of

No of

Number

No of

Whethe

Directo

Indepen

of

post of

rship in

dent

member

Chairpe

r

listed

Director

ships in

rson in

special

Date

entities

ship in

Audit/

Audit/

resoluti

Tenu

Whethe

of

includin

listed

Stakehol

Stakeh

Cate

Categ

on

re of

Title

Da

r the

Start

End Date

Curr

passin

Initial

Date of

Date

g this

entities

der

older

gory

ory 3

Details of

passed?

direc

(Mr

Name of

Category 2 of

te

director

Date of

of

ent

g

Date of

Re-

of

listed

includin

Committ

Commit

SN

PAN

DIN

1 of

of

disqualifi

[Refer

tor

/

the Director

directors

of

is

disqualifi

disqualifi

stat

specia

appoint

appoint

cessa

entity

g this

ee(s)

tee

direc

direc

cation

Reg.

(in

Ms)

Bir

disquali

cation

cation

us

l

ment

ment

tion

(Refer

listed

includin

held in

tors

tors

17(1A)

mont

th

fied?

resolu

Regulat

entity

g this

listed

of

hs)

tion

ion 17A

[with

listed

entities

Listing

of

referen

entity

includin

Regulat

Listing

ce to

(Refer

g this

ions]

Regulat

proviso

Regulati

listed

ions)

to

on 26(1)

entity

																					regulati	of	(Refer
																					on	Listing	Regulat
																					17A(1)	Regulati	ion
																					&	ons)	26(1) of
																					17A(2)]		Listing
																							Regulat
																							ions)
								07
								-
					Exec			01
		BABASAHEB	ABIP	000	utive			-
		NEELKANTH	K578	893	Direc			19					Activ			30-03-	30-03-
1	Mr	KALYANI	2A	80	tor	Chairperson	MD	49	No				e	NA		1993	2023			5	0	3	0
					Non-
					Exec
					utive
					-			15
					Inde			-
					pend			10
		PRATAP	AAU	000	ent			-
		GOVIND	PP92	189	Direc			19					Activ		13-08-	04-09-	04-09-		109.
2	Mr	PAWAR	72H	85	tor	Not Applicable		44	No				e	Yes	2019	2014	2019		00	1	1	2	2
					Non-
					Exec
					utive
					-			04
					Inde			-
					pend			10
			AAEP	000	ent			-
		LALITA D	G569	435	Direc			19					Activ		13-08-	04-09-	04-09-		109.
3	Mrs	GUPTE	6C	59	tor	Not Applicable		48	No				e	Yes	2019	2014	2019		00	3	3	3	0
					Non-
					Exec
					utive
					-			20
					Inde			-
		PURANAM			pend			07
		HAYAGREEV	AAJP	002	ent			-
		A	R680	800	Direc			19					Activ			04-09-	04-09-		109.
4	Mr	RAVIKUMAR	9H	10	tor	Not Applicable		51	No				e	NA		2014	2019		00	2	2	5	2
					Non-
					Exec
					utive
					-			23
					Inde			-
					pend			08
			ABJP	000	ent			-
		VIMAL	B861	013	Direc			19					Activ			04-09-	04-09-		109.
5	Mr	BHANDARI	2R	18	tor	Not Applicable		58	No				e	NA		2014	2019		00	5	5	6	2

					Non-
					Exec
					utive
					-			23
					Inde			-
					pend			11
		DIPAK	AEGP	012	ent			-
		MANE	B389	158	Direc			19					Activ			21-06-	21-06-		52.0
6	Mr	BALASAHEB	4K	89	tor	Not Applicable		60	No				e	NA		2019	2019		0	1	1	0	0
					Non-
					Exec
					utive
					-			21
					Inde			-
					pend			04
			BGG	014	ent			-
		MURALI	PS51	612	Direc			19					Activ			21-06-	21-06-		52.0
7	Mr	SIVARAMAN	59F	31	tor	Not Applicable		61	No				e	NA		2019	2019		0	4	4	4	1
					Non-
					Exec
					utive
					-			30
					Inde			-
					pend			08
		KANWAR	AABP	035	ent			-
		BIR SINGH	A658	182	Direc			19					Activ			27-06-	27-06-		16.0
8	Mr	ANAND	6A	82	tor	Not Applicable		55	No				e	NA		2022	2022		0	6	6	6	1
					Non-
					Exec
					utive
					-			05
					Inde			-
					pend			09
			ABSP	071	ent			-
		SONIA	S420	087	Direc			19					Activ			27-06-	27-06-		16.0
9	Ms	SINGH	6M	78	tor	Not Applicable		64	No				e	NA		2022	2022		0	2	2	2	1
					Non-
					Exec
					utive
					- Non			31
					Inde			-
					pend			12
		ASHISH	AAH	006	ent			-
		BHARAT	PR14	715	Direc			19					Activ			01-09-	01-09-
10	Mr	RAM	97F	67	tor	Not Applicable		68	No				e	NA		2023	2023		1.00	4	2	2	1
								17
								-
					Exec			02
		GOPAL	AAN	000	utive			-
		KRISHAN	PA35	376	Direc			19					Activ			01-04-	01-04-
11	Mr	AGARWAL	55B	78	tor	Not Applicable		51	No				e	NA		1998	2023			1	0	0	0

								26
								-
					Exec			07
		AMIT	ABAP	000	utive			-
		BABASAHEB	K786	894	Direc			19					Activ			11-05-	11-05-
12	Mr	KALYANI	9A	30	tor	Not Applicable		75	No				e	NA		2004	2019			7	1	2	0
								31
								-
					Exec			07
			ABAP	002	utive			-
		BASAVRAJ	K776	672	Direc			19					Activ			23-05-	23-05-
13	Mr	KALYANI	3R	02	tor	Not Applicable		62	No				e	NA		2006	2021			1	0	0	0
								24
								-
					Exec			09
		SUBODH	AALP	002	utive			-
		EKNATH	T089	668	Direc			19					Activ			23-05-	23-05-
14	Mr	TANDALE	7M	33	tor	Not Applicable		68	No				e	NA		2006	2021			1	0	0	0

Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatory

Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of Directors shall be prefilled automatically

Add Notes

Audit Committee Details
							Whether the Audit Committee has a Regular Chairperson	Yes
Sr		DIN Number			Name of Committee members		Category 1 of directors		Category 2 of directors	Date of Appointment	Date of Cessation
1		00018985			PRATAP GOVIND PAWAR		Non-Executive - Independent Director		Chairperson	25-10-2008
2		00001318			VIMAL BHANDARI		Non-Executive - Independent Director		Member	13-11-2021
3		00280010			PURANAM HAYAGREEVA RAVIKUMAR		Non-Executive - Independent Director		Member	25-10-2008

Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of Directors shall be prefilled automatically

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson

Yes

Sr

DIN

Name of Committee

Category 1 of directors

Category 2 of directors

Date of Appointment

Date of Cessation

Number

members

DIPAK MANE

13-11-2021

1

01215889

BALASAHEB

Non-Executive - Independent Director

Chairperson

PRATAP GOVIND

27-05-2014

2

00018985

PAWAR

Non-Executive - Independent Director

Member

3

00001318

VIMAL BHANDARI

Non-Executive - Independent Director

Member

27-05-2014

Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of

Directors shall be prefilled automatically

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson

Yes

Sr

DIN

Name of Committee

Category 1 of directors

Category 2

Date of Appointment

Date of Cessation

Number

members

of directors

PRATAP GOVIND

13-11-2021

1

00018985

PAWAR

Non-Executive - Independent Director

Chairperson

BABASAHEB

27-05-2014

2

00089380

NEELKANTH KALYANI

Executive Director

Member

3

00043559

LALITA D GUPTE

Non-Executive - Independent Director

Member

27-05-2014

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson

Yes

Sr

DIN Number

Name of Committee members

Category 1 of directors

Category 2 of directors

Date of Appointment

Date of Cessation

1

00089380

BABASAHEB NEELKANTH KALYANI

Executive Director

Chairperson

02-02-2015

2

00001318

VIMAL BHANDARI

Non-Executive - Independent Director

Member

13-11-2021

3

00089430

AMIT BABASAHEB KALYANI

Executive Director

Member

02-02-2015

4

01461231

MURALI SIVARAMAN

Non-Executive - Independent Director

Member

13-11-2021

Note: Please enter DIN. After entering DIN, Name of Committee members and Category 1 of Directors shall be prefilled automatically

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson

Yes

Sr

DIN Number

Name of Committee members

Category 1 of directors

Category 2 of directors

Date of Appointment

Date of Cessation

1

00018985

PRATAP GOVIND PAWAR

Non-Executive - Independent Director

Chairperson

27-05-2014

2

00089380

BABASAHEB NEELKANTH KALYANI

Executive Director

Member

27-05-2014

3

00089430

AMIT BABASAHEB KALYANI

Executive Director

Member

27-05-2014

Other Committee

Sr		DIN Number			Name of Committee members		Name of other committee		Category 1 of directors		Category 2 of directors
							Environmental, Social and Governance				Chairperson
1		00089430			AMIT BABASAHEB KALYANI		Committee		Executive Director
							Environmental, Social and Governance				Member
2		01461231			MURALI SIVARAMAN		Committee		Non-Executive - Independent Director
							Environmental, Social and Governance				Member
3		01215889			DIPAK MANE BALASAHEB		Committee		Non-Executive - Independent Director

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory	Add Notes

Sr

Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronologicalorder)

Maximum gap

between any two

consecutive (in number

of days)

Notes for not

providing Date

Whether requirement ofQuorum met (Yes/No)

Total Number of

Directors as on date

of the meeting

Number of Directors present*

(All directors including Independent Director)

No. of Independent Directors attending the

meeting*

Add Delete

1

05-05-2023

Yes

14

14

8

2

09-08-2023

95

Yes

13

13

8

Annexure 1

IV.	Meeting of Committees

Disclosure of notes on meeting of committees explanatory

Add Notes

Sr

Name of Committee

Date(s) of

meeting

(Enter datesof Previous quarter andCurrent quarter in chronologicalorder)

Maximum gap

between any two

consecutive (in number of days)

Name of other committee

Reson for not providing date

Whether

requirementof Quorum met (Yes/No)

Total Number of Directors in the

Committee as on date of the meeting

Number of

Directors

Present (All

Directors

including

Independent

Director)

No. of

Independent

Directors

attending

the

meeting*

No. of

members

attending the

meeting

(other than

Board of

Directors)

		Add	Delete
	1		Audit Committee	05-05-2023						Yes	3	3	3	0
													3	3	0
	2		Audit Committee	30-05-2023						Yes	3
													3	3	0
	3		Audit Committee	09-08-2023						Yes	3
			Nomination and									3	3	0
			remuneration
	4		committee	04-05-2023						Yes	3
			Nomination and									3	3	0
			remuneration
	5		committee	09-08-2023						Yes	3
			Corporate Social									3	1	0
			Responsibility
	6		Committee	04-05-2023						Yes	3
			Risk Management									3	2	0
	7		Committee	21-04-2023						Yes	4
			Stakeholders									3	2	0
	8		Relationship Committee	04-05-2023						Yes	3
							Environmental, Social and Governance						3	2	0
	9		Other Committee	05-05-2023		Committee				Yes	3

Annexure 1

1. Related Party Transactions

	Sr			Subject			Compliance status			If status is "No" details of non-compliance may be given here.
					(Yes/No/NA)
1			Whether prior approval of audit committee obtained		Yes
2			Whether shareholder approval obtained for material RPT		Yes
3			Whether details of RPT entered into pursuant to omnibus approval have been		Yes
		reviewed by Audit Committee

	Disclosure of notes on related party transactions			Add Notes
				Add Notes
	Disclosure of notes of material transaction with related party		5

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter

No

Date of the event

Brief details of the event

Annexure 1

	VI.	Affirmations
						Compliance
	Sr			Subject		status
						(Yes/No)
	1			The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015		Yes
	2			The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015		Yes
			a. Audit Committee
	3			The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015.		Yes
			b. Nomination & remuneration committee
	4			The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015.		Yes
			c. Stakeholders relationship committee

5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015.	Yes
d. Risk management committee (applicable to the top 1000 listed entities)
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and	Yes
disclosure requirements) Regulations, 2015.
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing	Yes
obligations and disclosure requirements) Regulations, 2015.
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	Yes

9

Any comments/observations/advice of Board of Directors may be mentioned here:

Add Notes

		Annexure 1
Sr	Subject	Compliance status
1	Name of signatory	Tejaswini Chaudhari
2	Designation	Company Secretary and Compliance Officer

Annexure III

1. Affirmations

Sr

Particulars

Regulation Number

Compliance status

If status is "No" details of non-compliance may be given here.

(Yes/No/NA)

Copy of the annual report including balance sheet,

1

profit and loss account, directors report, corporate

46(2)

Yes

governance report, business responsibility report

displayed on website

2

Presence of Chairperson of Audit Committee at the

18(1)(d)

Yes

Annual General Meeting

Presence of Chairperson of the nomination and

3

remuneration committee at the annual general

19(3)

Yes

meeting

4

Presence of Chairperson of the Stakeholder

20(3)

Yes

Relationship committee at the annual general meeting

Disclosure of the Secretarial Audit Report of the listed

5

entity and the material subsidiaries in the Annual

24A(1)

Yes

Report

6

Submission of Annual Secretarial Compliance Report

24A(2)

Yes

Whether "Corporate Governance Report" disclosed in

7

Annual

34(3) read with para C of Schedule V

Yes

Report

Any other information to be provided

Add Notes

		Annexure III
1	Name of signatory	Tejaswini Chaudhari
2	Designation	Company Secretary and Compliance Officer

Additional Half yearly Disclosure

	Applicability of disclosure	Not Applicable
	Reason for Non Applicability	7
	I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below			The Figure should be mentioned in Actual INR only
	(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
	Entity	Aggregate amount advanced during six months		Balance outstanding at the end of six months
	Promoter or any other entity controlled by them
	Promoter Group or any other entity controlled by them
	Directors (including relatives) or any other entity controlled by
	them
	KMPs or any other entity controlled by them
	(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
	Entity	Type (guarantee, comfort letter etc.)		Aggregate amount of issuance during six		Balance outstanding at the end of six
		months		months(taking into account any invocation)
	Promoter or any other entity controlled by them
	Promoter Group or any other entity controlled by them
	Directors (including relatives) or any other entity controlled by
	them
	KMPs or any other entity controlled by them
	(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
	Entity	Type of security (cash, shares etc.)		Aggregate value of security provided during six		Balance outstanding at the end of six months
		months
	Promoter or any other entity controlled by them
	Promoter Group or any other entity controlled by them
	Directors (including relatives) or any other entity controlled by
	them
	KMPs or any other entity controlled by them