MIRA INFORM REPORT

 

 

Report No. :

323689

Report Date :

23.05.2015

           

IDENTIFICATION DETAILS

 

Name :

BHARAT FORGE LIMITED

 

 

Registered Office :

Mundhwa, Pune Cantonment, Pune – 411036, Maharashtra

Tel. No. :

91-20-26702777/ 26702476/ 26702544/ 67042777

 

 

Country :

India

 

 

Financials (as on) :

31.03.2014

 

 

Date of Incorporation :

19.06.1961

 

 

Com. Reg. No.:

11-012046

 

 

Capital Investment / Paid-up Capital :

Rs. 465.680 Million

 

 

CIN No.:

[Company Identification No.]

L25209PN1961PLC012046

 

 

IEC No.:

Not Available

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

Not Divulged

 

 

PAN No.:

[Permanent Account No.]

AAACB8519L

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturing and Selling of Forged Components.

 

 

No. of Employees :

Information decline by the management

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (65)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

Bharat Forge Limited (BFL), the Pune based Indian multinational is a technology driven global leader in metal forming having transcontinental presence across nine manufacturing locations, serving several sectors including automotive, power, oil and gas, construction and mining, locomotive, marine and aerospace. It is a well-established, old and reputed company having fine track.

 

It manufactures a wide range of high performance, critical and safety components for the automotive and non-automotive sector. Available information indicates high financial responsibility of the company. The company’s products are well received in the market. Overall fundamentals are strong. Financial condition of the company is decent and healthy.

 

Trade relations are fair. Business is active. Payment terms are regular and as per commitments.

 

In the view of aforesaid, subject can be considered for any business dealings at usual trade terms and conditions.

 

It can be regarded as a promising business partner in the long run.

 

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

Non-convertible debenture = AA

Rating Explanation

High degree of safety and very low credit risk.

Date

May 2014

 

 

Rating Agency Name

ICRA

Rating

Commercial paper = A1+

Rating Explanation

Very strong degree of safety and lowest credit risk.

Date

May 2014

 

 

RBI DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

 

 

INFORMATION DECLINED

 

Management Non-Cooperative (Contact No.: 91-20-26702777)

 

 

LOCATIONS

 

Registered Office/ Factory 1 :

Mundhwa, Pune Cantonment, Pune – 411036, Maharashtra, India

Tel. No.:

91-20-26702777/ 26702476/ 26702544/ 67042777

Fax No.:

91-20-26822163/ 26822387/ 26820699/ 26824778

E-Mail :

bflpune@bfl.sprintsmg.ems.vsnl.net.in

jtarapore@vsnl.com    

bharatforge@bharatforge.com  

info@bharatforge.com  

secretarial@bharatforge.com 

Website :

http://www.bharatforge.com

 

 

Capital Goods Division :

CS-8-10, 6th Floor, Tower A, The Corenthum Building, A-41, Sector 62, Noida – 201301, Uttar Pradesh, India

Tel. No.:

91-120-4638000

Fax No.:

91-120-4638099

 

 

Factory 2 :

Gat No. 635, Kuruli Village, Chakan, District Pune – 410501, Maharashtra, India

 

 

Factory 3 :

Opposite Jarandeshwar Railway Station, Vadhuth, District Satara – 415011, Maharashtra, India

 

 

Factory 4 :

Tandulwadi and Wanjarwadi, Taluka Baramati, District  Pune – 413206, Maharashtra, India

 

 

DIRECTORS

 

As on 04.09.2014

 

Name :

Mr. Babasaheb Neelkanth Kalyani

Designation :

Chairman and Managing Director

Qualification :

B.E. (Mech.) (Hons.), M.S. (M.I.T.)

Date of Appointment :

01.04.1972

 

 

Name :

Mr. Pratap G Pawar

Designation :

Director

Date of Birth/Age :

69 Years

Qualification :

Bachelor of Engineering from Birla Institute of Technology and Science (BITS), Pilani, Rajasthan.

DIN No.:

00018985

Other Directorship :

1)     Abhijit Pawar Media Limited

2)     Finolex Cables Limited

3)     P. P. Holdings Limited

4)     Force Motors Limited

5)     Kirloskar Oil Engines Limited

 

 

Name :

Mr. S. M. Thakore

Designation :

Director

Date of Birth/Age :

66 Years

Qualification :

B.A. (Politics) and Bachelor of Law from the Bombay University

DIN No.:

00031788

Other Directorship :

1)     Alkyl Amines Chemicals Limited

2)     Morarjee Textiles Limited

3)     Uni Klinger Limited

4)     Uni Deritend Limited

5)     Carborundum Universal Limited

6)     Sharda Cropchem Limited

 

 

Name :

Mrs. Lalita D Gupte

Designation :

Director

Date of Birth/Age :

65 Years

Qualification :

Bachelor’s Degree in Economics (Hons) and a Master’s Degree in Management Studies.

DIN No.:

00043559

Other Directorship :

1)     ICICI Venture Funds Management Co. Limited

2)     Kirloskar Brothers Limited

3)     Godrej Properties Limited

4)     Sesa Sterlite Limited

 

 

Name :

Mr. P. H. Ravikumar

Designation :

Director

Date of Birth/Age :

62 Years

Qualification :

Bachelors in Commerce and CAIIB, AIB from London and a Senior Diploma in French.

Experience :

41 Years in Banking and financial services.

DIN No.:

00280010

Other Directorship :

1)     Eveready Industries India Limited

2)     SKS Microfinance Limited

3)     BOB Capital Markets Limited

4)     Mcnally Bharat Engg. Co. Limited

5)     Sicom Investments & Finance Limited

6)     I G Petrochemicals Limited

7)     L&T Investment Management Limited

8)     Vastu Housing Finance Corporation Limited

 

 

Name :

Mr. Prakash Chandrashekhar Bhalerao

Designation :

Executive Director

Qualification :

B.E. (Elect.), M.B.A., D.T.M.

Date of Appointment :

03.03.1987

 

 

Name :

Mr. G. K. Agarwal

Designation :

Deputy Managing Director

Qualification :

B.E. (Mech.), M.B.A.

Date of Appointment :

01.11.1976

 

 

Name :

Mr. Naresh Narad

Designation :

Director

Date of Birth/Age :

70 Years

Qualification :

Bachelor’s degree in Arts, LL.B. and has been a veteran I.A.S. Civil Servant.

DIN No.:

02737423

Other Directorship :

FAT Pipe Networks Limited

 

 

Name :

Dr. Tridibesh Mukherjee

Designation :

Director

Date of Birth/Age :

71 Years

Qualification :

M. Met. and Ph.D.

Experience :

46 Years

DIN No.:

00004777

Other Directorship :

1)     TIL Limited

2)     Nicco Corporation Limited

3)     West Bengal Industrial Development Corporation Limited

4)     Rane (Madras) Limited

5)     Tata Advanced Materials Limited

6)     IFB Industries Limited

 

 

Name :

Mr. Vimal Bhandari

Designation :

Director

Date of Birth/Age :

55 Years

Qualification :

Commerce graduate from Mumbai University and a Chartered Accountant.

Experience :

26 Years

DIN No.:

00001318

Other Directorship :

1)     Mirc Electronics Limited

2)     Kalpataru Power Transmission Limited

3)     DCM Shriram Limited

4)     Bayer Cropscience Limited

5)     The Ratnakar Bank Limited

6)     Piramal Glass Limited

7)     JK Tyre & Industries Limited

 

 

Name :

Mr. G.K. Agrawal

Designation :

Deputy Managing Director

 

 

Name :

Mr. Amit B. Kalyani

Designation :

Executive director

Date of Birth/Age :

38 Years

Qualification :

Mechanical Engineering from Bucknell University, Pennsylvania, USA

DIN No.:

00089430

Other Directorship :

1)     Kalyani Steels Limited

2)     BF Utilities Limited

3)     BF-NTPC Energy Systems Limited

4)     Kalyani Investment Company Limited

5)     BF Investment Limited

6)     Kalyani ALSTOM Power Limited

7)     Automotive Axles Limited

8)     Impact Automotive Solutions Limited

9)     Hikal Limited

10)  Kalyani Carpenter Special Steels Limited

11)  KPIT Technologies Limited

 

 

Name :

Mr. B. P. Kalyani

Designation :

Executive Director

Date of Birth/Age :

51 Years

Qualification :

B.E. (Prod. Engg.), M.S. (Mech. Engg.), M.B.A.

Experience :

More than 30 years

Date of Appointment :

23.05.2006

DIN No.:

00267202

 

 

Name :

Mr. S. E. Tandale

Designation :

Executive Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Prashant S. Vaishampayan

Designation :

Company Secretary

 

 

Name :

S. G. Joglekar

Designation :

Chief Financial Officer

 

 

SHAREHOLDING PATTERN

 

As on 31.03.2015

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

(A) Shareholding of Promoter and Promoter Group

http://www.bseindia.com/include/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals / Hindu Undivided Family

808115

0.35

http://www.bseindia.com/include/images/clear.gifBodies Corporate

108009805

46.40

http://www.bseindia.com/include/images/clear.gifSub Total

108817920

46.75

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

108817920

46.75

(B) Public Shareholding

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifMutual Funds / UTI

24513162

10.53

http://www.bseindia.com/include/images/clear.gifFinancial Institutions / Banks

4659814

2.00

http://www.bseindia.com/include/images/clear.gifInsurance Companies

3452599

1.48

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

37664777

16.18

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

3451209

1.48

http://www.bseindia.com/include/images/clear.gifForeign Portolio Investor ( Corporate)

3446935

1.48

http://www.bseindia.com/include/images/clear.gifForeign Bank

4274

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

73741561

31.68

http://www.bseindia.com/include/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

18368907

7.89

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

Individual shareholders holding nominal share capital up to Rs. 0.100 Million

21712401

9.33

Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million

9020923

3.88

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

1123404

0.48

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

753156

0.32

http://www.bseindia.com/include/images/clear.gifClearing Members

335343

0.14

http://www.bseindia.com/include/images/clear.gifTrusts

34905

0.01

http://www.bseindia.com/include/images/clear.gifSub Total

50225635

21.58

Total Public shareholding (B)

123967196

53.25

Total (A)+(B)

232785116

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

0

0.00

http://www.bseindia.com/include/images/clear.gif(1) Promoter and Promoter Group

0

0.00

http://www.bseindia.com/include/images/clear.gif(2) Public

9200

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

9200

0.00

Total (A)+(B)+(C)

232794316

100.00

 

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and Selling of Forged Components.

 

 

Products :

Not Divulged

 

 

Brand Names :

Not Divulged

 

 

Agencies Held :

Not Divulged

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

 

Selling :

Not Divulged

 

 

Purchasing :

Not Divulged

 

PRODUCTION STATUS = NOT AVAILABLE

 

 

GENERAL INFORMATION

 

Suppliers :

Reference :

Not Divulged

Name of the Person :

Not Divulged

Contact No.:

Not Divulged

Since How Long Known :

Not Divulged

Experience :

Not Divulged

Maximum Limit Dealt :

Not Divulged

 

 

Customers :

Reference :

Not Divulged

Name of the Person :

Not Divulged

Contact No.:

Not Divulged

Since How Long Known :

Not Divulged

Experience :

Not Divulged

Maximum Limit Dealt :

Not Divulged

 

 

No. of Employees :

Information decline by the management

 

 

Bankers :

·         Bank of India

·         Bank of Baroda

·         Bank of Maharashtra

·         Canara Bank

·         State Bank of India

·         HDFC Bank Limited

·         ICICI Bank Limited

·         Axis Bank Limited

·         Citibank N.A.

·         Standard Chartered Bank

·         The Royal Bank of Scotland N V

·         Credit Agricole CIB

 

 

Facilities :

SECURED LOANS

 

Particulars

31.03.2014

(Rs. In Million)

31.03.2013

(Rs. In Million)

LONG-TERM BORROWINGS

 

 

Debentures

2,500 (March 31, 2013: 2,500) - 11.95 % Redeemable non-convertible debentures

1666.670

2500.000

1,760 (March 31, 2013: 1,760) - 10.75 % Redeemable non-convertible debentures

1144.000

1760.000

2,625 (March 31, 2013: 3,500) - 10.75 % Redeemable non-convertible debentures

0.000

2625.000

Term loans

From banks

Foreign currency term loans

From Credit Agricole Corporate and Investment Bank, Singapore

0.000

1086.400

SHORT TERM BORROWINGS

 

 

Cash credit from banks

12.140

62.660

Preshipment packing credit - foreign currency

673.760

35.560

Total

3496.570

8069.620

 

LONG-TERM BORROWINGS

 

(a) Debentures

The Company has issued the following secured redeemable non-convertible debentures:

(i) 2,500 (March 31, 2013: 2,500) - 11.95% Redeemable secured non-convertible debentures (Sixteenth series) of Rs. 1,000,000/- each redeemable at par in three equal annual installments on January 5, 2015; on January 5, 2016; and on January 5, 2017, respectively.

 

Above debentures are secured by: (i) First pari-passu mortgage in favour of the Trustees, of all rights and interest on the Company’s immovable properties situated at Mundhwa, Satara and Chakan with negative lien on properties situated at Jejuri and Baramati; and (ii) First pari-passu charge in favour of the Trustees by way of hypothecation of movable properties, present and future both such as all plant and machinery, equipments, tools, furniture and fixtures etc., as described in Debenture Trust-cum-Mortgage Deed dated April 30, 2009 and a revised Mortgage Deed dated April 30, 2014, when the immovable property situated at Jalgaon was removed as a security.

 

(ii) 1,760 (March 31, 2013: 1,760) - 10.75 % Redeemable secured non-convertible debentures (Eighteenth series) of Rs. 1.000 Million each redeemable at par in three annual installments @ 35.00% on April 28, 2014; @ 35.00% on April 28, 2015, @ 30.00% on April 28, 2016.

 

Above debentures are secured by: (i) First pari-passu mortgage in favour of Trustees, of all rights and interest on the Company’s immovable properties, present and future situated at Mundhwa and Chakan, Satara with negative lien on properties situated at Jejuri and Baramati as per Debenture Trust-cum-Mortgage Deed dated June 28, 2010; and (ii) First pari-passu charge in favour of the Trustees on moveable properties, present and as per Debenture Trust-cum-Mortgage Deed dated June 28, 2010 and a revised Mortgage Deed dated April 30, 2014, when the immovable property situated at Jalgaon was removed as a security.

 

(iii) 2,625 (March 31, 2013: 3,500) - 10.75 % Redeemable secured non-convertible debentures (Seventeenth series) of Rs. 1.000 Million each redeemable at par in three installment @ 25.00% on March 22, 2014; @ 50.00% on September 22, 2014; @ 25.00% on March 22, 2015.

 

Above debentures are secured by: (i) First pari-passu mortgage in favour of the Trustees, of all rights and interest on the Company’s immovable properties situated as at Mundhwa, Satara and Chakan with negative lien on properties situated at Jejuri and Baramati; and (ii) First pari passu charge in favour of the Trustees by way of hypothecation of movable properties, present and future both such as all plant and machinery, equipments, tools, furniture and fixtures etc., as described in Debenture Trust-cum-Mortgage Deed dated December 14, 2009 and a revised Mortgage Deed dated April 30, 2014, when the immovable property situated at Jalgaon was removed as a security.

 

(b) Foreign currency term loans

(i) From Credit Agricole Corporate and Investment Bank, Singapore (Secured)

Balance outstanding USD 20 million (March 31, 2013: USD 35 million)

Secured by first pari passu charge over present and future movable fixed assets viz. plant and machinery, computers, furniture’s and fixtures, whether installed or not and whether now lying loose or in cases or otherwise or being on or upon or at any time, hereafter being on or upon about the premises and godowns at Mundhwa, Pune; Village Kuruli, Chakan; Taluka Khed, District Pune; Village Vaduth, Taluka and District Satara and at Baramati, Pune or anywhere else. Repayable in 3 yearly installments from date of its origination, i.e. October 14, 2012, along with interest.

 

(ii) Foreign currency term loans on Syndicated basis (Unsecured)

Balance outstanding USD 80 million (March 31, 2013: USD 80 million)

Repayable in 3 half yearly installments from date of its origination i.e. October 31, 2016, along with interest.

 

(iii) Foreign currency term loans on Syndicated basis (Unsecured)

Balance outstanding USD 40 million (March 31, 2013: USD 40 million)

Repayable in 3 half yearly installments from date of its origination i.e. October 31, 2016, along with interest.

 

(iv) Foreign currency term loans on Syndicated basis (Unsecured)

Balance outstanding USD 60 million (March 31, 2013: Nil)

Repayable in 3 half yearly installments from date of its origination i.e. October 31, 2017, along with interest.

 

The interest for the above secured and unsecured loans including refinance ranges from 6M Libor + 200 bps to 400 bps p.a.

 

(c) Foreign currency convertible bonds (FCCB)

 

The Company had issued FCCB (Tranche B) of USD 39.90 million, to finance capital expenditure, global acquisitions and loan to subsidiaries. The said bonds were optionally convertible into GDR / Equity shares to be exercised at any time during the exercise period at a pre determined initial price subject to adjustments upon occurrence of certain events. In case there was non conversion of FCCB, the amount was to be repaid in full.

 

The Tranche B of FCCB amounting to USD 39.90 million outstanding as at April 26, 2013 were redeemed on April 26, 2013 along with the redemption premium amounting to USD 22.54 million. The premium on redemption aggregating to 1,322.82 million, (including withholding Tax amounting to Rs. 98.670 Million) since crystalised has been adjusted to securities premium account, net of deferred tax asset amounting to Rs. 429.190 Million, in terms of Section 78(2) (d) of the Companies Act, 1956.

 

SHORT TERM BORROWINGS

 

a)     Cash credit from banks is secured against hypothecation of stocks of semi finished and finished goods, raw materials, finished dies and die blocks, work-in-progress, consumable stores and spares, book debts etc.

 

Cash credit is repayable on demand and carries interest @ 10.50% to 13.25% per annum.

 

b)    Preshipment packing credit from banks is secured against hypothecation of stocks of semi finished and finished goods, raw materials, finished dies and die blocks, work-in-progress, consumable stores and spares, book debts etc.

 

Preshipment packing credit (secured & unsecured) is repayable within 180 days and carries interest @ LIBOR + 75 bps to 100 bps per annum.

 

c)     Buyers’ line of credit is repayable within 180 days to 360 days and carries interest @ EURIBOR + 90 bps to 110 bps per annum.

 

 

 

 

Auditors :

 

Name :

S.R. Batliboi and Company LLP

Chartered Accountants

Address :

C-401, 4th Floor, Panchshil Tech Park, Yerwada (Near Don Bosco School), Pune-411006, Maharashtra, India

Tel. No.:

91-20-66036000

Fax No.:

91-20-66015900

 

 

Memberships :

Not Available

 

 

Collaborators :

Not Available

 

 

Subsidiaries :

·         CDP Bharat Forge GmbH

·         Bharat Forge America Inc.

·         BF-NTPC Energy Systems Limited

·         Kalyani ALSTOM Power Limited

·         BF Infrastructure Limited

·         BF Infrastructure Ventures Limited

·         Kalyani Strategic Systems Limited (formerly known as BF Power Equipment Limited)

·         BF Elbit Advanced Systems Private Limited

·         Kalyani Polytechnic Private Limited (Section 25 Company)

·         Analogic Controls India Limited (w.e.f. May 14, 2013)

 

 

Step down subsidiaries :

·         Bharat Forge Holding GmbH

·         Bharat Forge Aluminiumtechnik GmbH and Co. KG

·         Bharat Forge Aluminiumtechnik Verwaltungs GmbH

·         Bharat Forge Beteiligungs GmbH

·         Bharat Forge Kilsta AB

·         Bharat Forge Scottish Stampings Limited

·         Bharat Forge Hong Kong Limited

·         FAW Bharat Forge (Changchun) Co. Limited

·         Bharat Forge International Limited

·         Bharat Forge Daun GmbH

·         BF New Technologies GmbH

 

 

Joint Ventures :

·         ALSTOM Bharat Forge Power Limited

·         Impact Automotive Solutions Limited

 

 

Step down joint venture :

David Brown Bharat Forge Gear Systems India Limited

 

 

Enterprises owned or significantly influenced by key management personnel or their relatives :

·         Kalyani Carpenter Special Steels Limited

·         Kalyani Steels Limited

·         BF Utilities Limited

·         Automotive Axle Limited

 

 

CAPITAL STRUCTURE

 

As on 04.09.2014

 

Authorised Capital:

No. of Shares

Type

Value

Amount

 

 

 

 

300,000,000

Equity Shares

Rs. 2/- each

Rs. 600.000 Million

43,000,000

Cumulative Non-Convertible Preference Shares

Rs. 10/- each

Rs. 430.000 Million

2,000,000

Unclassified Shares

Rs. 10/- each

Rs. 20.000 Million

 

Total

 

Rs. 1050.000 Million

 

Issued Capital:

No. of Shares

Type

Value

Amount

 

 

 

 

232,970,666

Equity Shares

Rs. 2/- each

Rs. 465.940 Million

 

Subscribed & Paid-up Capital:

No. of Shares

Type

Value

Amount

 

 

 

 

232,794,316

Equity Shares

Rs. 2/- each

Rs. 465.590 Million

 

Add: 172,840 (March 31, 2013: 172,840) forfeited equity shares comprising of 15,010 equity shares (March 31, 2013: 15,010) of Rs. 2/- each (amount partly paid Re. 1/- each) and 157,830 equity shares (March 31, 2013 : 157,830) of Rs. 2/- each (amount partly paid Re. 0.50/- each)

 

Rs. 0.090 Million

 

Total

 

Rs. 465.680 Million

 

 

(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

 

Equity shares

As at March 31, 2014

 

No.

Rs. in Million

At the beginning of the year

232,794,316

465.590

Issued during the year

--

--

Outstanding at the end of the year

232,794,316

465.590

 

 

(b) Terms / rights attached to equity shares

 

The Company has only one class of issued equity shares having a par value of Rs. 2/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

 

During the year ended March 31, 2014, the amount of per share interim dividend recognised as distributions to equity shareholders was Rs. 2.00/- (March 31, 2013: Re. 1.00/-).

 

During the year ended March 31, 2014, the amount of per share proposed final dividend recognised as distributions to equity shareholders was Rs. 2.50/- (March 31, 2013: Rs. 2.40/-).

 

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

 

(c) Shares held by holding / ultimate holding company and / or their subsidiaries / associates

 

The Company being ultimate holding company there are no shares held by any other holding, ultimate holding company and their subsidiaries / associates.

 

(d) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date

 

There are no bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding reporting date.

 

(e) Details of shareholders holding more than 5% shares in the Company

 

Name of Shareholder *

As at March 31, 2014

Equity shares of Rs. 2/- each fully paid

No.

% of Holding

Kalyani Investment Company Limited

31,656,095

13.60

KSL Holdings Private Limited

23,142,870

9.94

Sundaram Trading and Investment Private Limited

29,907,087

12.85

Life Insurance Corporation Of India

8,120,200

3.49

Reliance Capital Trustee Company Limited

7,578,185

3.26

 

* The shareholding information is based on legal ownership of shares and has been extracted from the of the Company including register of shareholders / members.

 

(f) Shares reserved for issue under options

 

 

March 31, 2014

March 31, 2013

Warrants issued with option to subscribe

--

6500000

The issue of Foreign Currency Convertible Bonds optionally convertible at an initial price specified in offering circular. As the initial price was subject to adjustments specified in the offering circular and hence inability to assess the proportion of conversion, no amounts have been shown under issued equity share capital, in respect of equity shares reserved for issued on exercise of conversion by bondholders 

--

--

2,340 equity shares of Rs. 2/- each out of the previous issue of equity shares on a right basis together with 234 detachable warrants entitled to subscription of 1,170 equity shares of Rs. 2/- each, have been kept in abeyance and reserve for issue pending adjudication of title to the pre right holding.

3510.000

3510.000

 

(g) Terms of securities convertible into equity shares

 

i) The Company had issued and allotted to Qualified Institutional Buyers, 10,000,000 equity shares of Rs. 2/- each at a price of Rs. 272/- per share aggregating to Rs. 2,720 Million on April 28, 2010, simultaneous with the issue of 1,760 10.75% Non-Convertible Debentures (NCD) of a face value of Rs. 1.000 Million at par, together with 6,500,000 warrants at a price of Rs. 2/- each entitling the holder of each warrant to subscribe for 1 equity share of Rs. 2/- each at a price of Rs. 272/- at any time within 3 years from the date of allotment. The subscription money received on issue of warrants had been credited to capital reserve as the same is not refundable / adjustable.

 

The Warrant holders were entitled to exercise their right to exchange the warrants in to corresponding number of equity shares, up to April 28, 2013. As no warrants have been exercised on or before the said warrant exercise period, the warrants have lapsed and ceased to be valid.

 

ii) Regarding Foreign Currency Convertible Bonds.

 

(h) Global depository receipts

 

The Company had issued 3,636,500 equity shares of Rs. 10/- each (later sub-divided into 18,182,500 equity shares of Rs. 2/- each) in April and May 2005 represented by 3,636,500 Global Depository Receipts (GDR) (on sub division 18,182,500 GDRs) evidencing “Master GDR Certificates” at a price of USD 27.50 per GDR (including premium). GDRs outstanding at the close of the year are 9,200 (March 31, 2013: 9,200). The funds raised had been utilised towards the object of the issue.

 

 

LISTING DETAIL

 

 

Subject Stock Code :

 

BSE : 500493

 

NSE : BHARATFORG

 

 

Stock Exchange Place :

 

Ø  Bombay Stock Exchange Limited, Mumbai

Ø  National Stock Exchange of India Limited, Mumbai

Ø  Pune Stock Exchange Limited, Pune

 

Listed Date :

 

10.11.2014

 

 

 

FINANCIAL DATA

[all figures are in Rupees Million]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2014

31.03.2013

31.03.2012

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

465.680

465.680

465.680

(b) Reserves & Surplus

26467.400

22645.640

20965.270

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

26933.080

23111.320

21430.950

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

13599.870

14489.800

16003.980

(b) Deferred tax liabilities (Net)

1791.030

1364.300

1271.520

(c) Other long term liabilities

4.670

7.400

7.150

(d) long-term provisions

303.270

332.920

327.900

Total Non-current Liabilities (3)

15698.840

16194.420

17610.550

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

1070.150

390.110

840.980

(b) Trade payables

5624.970

4241.150

6656.180

(c) Other current liabilities

6616.510

6282.110

5375.780

(d) Short-term provisions

1041.480

908.040

1367.260

Total Current Liabilities (4)

14353.110

11821.410

14240.200

 

 

 

 

TOTAL

56985.030

51127.150

53281.700

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

20254.340

19988.080

17961.990

(ii) Intangible Assets

0.000

0.000

0.000

(iii) Capital work-in-progress

1314.020

2228.060

2887.570

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

5703.520

5453.460

5115.520

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

1516.910

3563.350

4036.890

(e) Other Non-current assets

261.430

423.890

588.050

Total Non-Current Assets

29050.220

31656.840

30590.020

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

7705.400

3852.990

4246.970

(b) Inventories

5084.100

4757.010

5031.340

(c) Trade receivables

5252.140

4742.320

4911.750

(d) Cash and cash equivalents

2516.620

2790.780

5005.940

(e) Short-term loans and advances

3465.770

2570.550

2702.420

(f) Other current assets

3910.780

756.660

793.260

Total Current Assets

27934.810

19470.310

22691.680

 

 

 

 

TOTAL

56985.030

51127.150

53281.700

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2014

31.03.2013

31.03.2012

 

SALES

 

 

 

 

Revenue from Operations

33992.730

31512.270

36859.740

 

Other Income

1147.000

916.250

675.700

 

TOTAL                                    

35139.730

32428.520

37535.440

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Cost of Materials Consumed

14105.490

13430.860

16496.200

 

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

(367.510)

141.460

(162.120)

 

Employees benefits expense

2788.460

2573.880

2549.640

 

Other expenses

8829.500

8210.320

8823.000

 

Exceptional Items

(123.500)

(105.690)

704.160

 

TOTAL                                    

25232.440

24250.830

28410.880

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION

9907.290

8177.690

9124.560

 

 

 

 

 

Less

FINANCIAL EXPENSES                                   

1495.720

1533.590

1504.650

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION

8411.570

6644.100

7619.910

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                    

2453.150

2239.330

2149.330

 

 

 

 

 

 

PROFIT BEFORE TAX

5958.420

4404.770

5470.580

 

 

 

 

 

Less

TAX                                                                 

1959.130

1348.840

1849.850

 

 

 

 

 

 

PROFIT AFTER TAX

3999.290

3055.930

3620.730

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

11469.410

10051.890

8284.100

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

Interim Dividend on Equity Shares

465.590

232.790

349.190

 

Tax on above Dividend

79.130

37.760

56.650

 

Proposed Final Dividend on Equity Shares

581.990

558.710

581.990

 

Tax on above Dividend

98.910

94.950

94.410

 

Debenture Redemption Reserve

403.770

408.600

408.600

 

Transfer to General Reserve

400.000

305.600

362.100

 

BALANCE CARRIED TO THE B/S

13439.310

11469.410

10051.890

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

F.O.B. value of exports

18268.670

15613.350

17309.920

 

Insurance and freight on exports

207.870

189.200

457.280

 

Die design and preparation charges

213.460

252.950

37.170

 

Interest received on fixed deposits / others

0.000

0.090

0.020

 

Interest on loan to subsidiary

48.930

29.560

33.360

 

Guarantee commission

9.060

4.590

4.480

 

TOTAL EARNINGS

18747.990

16089.740

17842.230

 

 

 

 

 

 

IMPORTS

 

 

 

 

Raw Materials and Components

590.880

661.380

472.120

 

Die Blocks, Die Steel, Tool Steel and Stores Spares

592.350

718.260

715.260

 

Capital Goods

217.000

865.890

1311.160

 

TOTAL IMPORTS

1400.230

2245.530

2498.540

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

Basic

17.18

13.13

15.55

 

Diluted

17.18

13.13

15.53

 

 

QUARTERLY RESULTS

(Rs. In Million)

Particulars

30.06.2014

1st Quarter

30.09.2014

2nd Quarter

31.12.2014

3rd Quarter

31.03.2015

4th Quarter

 Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

 Net Sales

9881.300

11382.700

11977.600

12238.900

 Total Expenditure

7048.300

8135.400

8355.100

8641.900

 PBIDT (Excl OI)

2833.000

3247.300

3622.500

3597.000

 Other Income

241.900

299.800

191.200

200.300

 Operating Profit

3074.900

3547.100

3813.700

3797.300

 Interest

316.400

313.600

264.200

224.200

 Exceptional Items

0.000

(41.200)

0.000

4.900

 PBDT

2758.500

3192.300

3549.500

3578.000

 Depreciation

657.500

663.500

687.000

497.100

 Profit Before Tax

2101.000

2528.800

2862.500

3080.900

 Tax

651.300

783.900

899.100

1049.100

 Provisions and contingencies

0.000

0.000

0.000

0.000

 Profit After Tax

1449.700

1744.900

1963.400

2031.800

  Extraordinary Items

0.000

0.000

0.000

0.000

  Prior Period Expenses

0.000

0.000

0.000

0.000

  Other Adjustments

0.000

0.000

0.000

0.000

 Net Profit

1449.700

1744.900

1963.400

2031.800

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

Particulars

 

31.03.2014

31.03.2013

31.03.2012

Current Maturities of Long term debt

 

 

 

Secured

5273.130

1689.800

929.460

Unsecured

0.000

2167.370

2035.600

Total

5273.130

3857.170

2965.060

Cash generated from operations

9022.290

6376.230

8423.370

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2014

31.03.2013

31.03.2012

Net Profit Margin

(PAT/Sales)

(%)

17.53

13.98

14.84

 

 
 

 

 

Operating Profit Margin

(PBDIT/Sales)

(%)

29.15

25.95

24.75

 

 
 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

11.92

10.14

12.08

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.22

0.19

0.26

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

0.54

0.64

0.79

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.95

1.65

1.59

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

 

DEBT EQUITY RATIO

 

Particular

31.03.2013

31.03.2014

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Share Capital

465.680

465.680

465.680

Reserves & Surplus

20965.270

22645.640

26467.400

Net worth

21430.950

23111.320

26933.080

 

 

 

 

long-term borrowings

16003.980

14489.800

13599.870

Short term borrowings

840.980

390.110

1070.150

Current Maturities of Long Term Debt

2965.060

3857.170

5273.130

Total borrowings

19810.020

18737.080

19943.150

Debt/Equity ratio

0.924

0.811

0.740

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

36859.740

31512.270

33992.730

 

 

(14.508)

7.871

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

36859.740

31512.270

33992.730

Profit

3620.730

3055.930

3999.290

 

9.82%

9.70%

11.77%

 

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Sr. No.

Check list by info agents

Available in Report (Yes/No)

1

Year of establishment

Yes

2

Constitution of the entity -Incorporation details

Yes

3

Locality of the entity

Yes

4

Premises details

No

5

Buyer visit details

----------------------

6

Contact numbers

Yes

7

Name of the person contacted

No

8

Designation of contact person

No

9

Promoter’s background

Yes

10

Date of Birth of Proprietor / Partners / Directors

Yes

11

Pan Card No. of Proprietor / Partners

No

12

Voter Id Card No. of Proprietor / Partners

No

13

Type of business

Yes

14

Line of Business

Yes

15

Export/import details (if applicable)

No

16

No. of employees

No

17

Details of sister concerns

Yes

18

Major suppliers

No

19

Major customers

No

20

Banking Details

Yes

21

Banking facility details

Yes

22

Conduct of the banking account

----------------------

23

Financials, if provided

Yes

24

Capital in the business

Yes

25

Last accounts filed at ROC, if applicable

Yes

26

Turnover of firm for last three years

Yes

27

Reasons for variation <> 20%

----------------------

28

Estimation for coming financial year

No

29

Profitability for last three years

Yes

30

Major shareholders, if available

Yes

31

External Agency Rating, if available

Yes

32

Litigations that the firm/promoter involved in

Yes

33

Market information

----------------------

34

Payments terms

No

35

Negative Reporting by Auditors in the Annual Report

No

 

 

UNSECURED LOANS

 

Particulars

31.03.2014

(Rs. In Million)

31.03.2013

(Rs. In Million)

LONG-TERM BORROWINGS

 

 

Foreign currency term loans

On syndication basis

4795.200

4345.600

On syndication basis

2397.600

2172.800

On syndication basis

3596.400

0.000

SHORT TERM BORROWINGS

 

 

Preshipment packing credit - foreign currency

384.250

0.000

Buyers’ line of credit for import of goods from banks

0.000

291.890

Total

11173.450

6810.290

 

 

LATIGATION DETAILS:

 

Case Details

Bench :- Bombay

Presentation Date : 15.04.2015

Lodging No :-

CHOLL/299/2015

Filling Date :-

15.04.2015

Reg. No. :

CHOL/251/2015

Reg. Date :

30.04.2015

Main Matter

Lodging No. :

CEXAL/263/2014

Petitioner :-

COMMISSIONER OF CENTRAL EXCISE, PUNE

Respondent :-

M/S. BHARAT FORGE LIMITED

Petn. Adv. :-

NEELESH VASANT KALANTRI (I4349)

District : -

PUNE

Bench :-

SINGLE

Status :-

Pre-Admission

Category :-

CHAMBER ORDER

Act :-

Code of Civil Procedure 1908

 

 

CORPORATE INFORMATION

 

Subject is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on three stock exchanges in India. The Company is engaged in the manufacturing and selling of forged components. The Company caters to both domestic and international markets. The Company’s CIN is L25209PN1961PLC012046.

 

PERFORMANCE OF THE COMPANY

 

During the year, the total income of the Company was Rs.35140.000 Million (previous year Rs.32428.000 Million), representing an increase of 8.36%.

 

Indian automotive Industry witnessed another year of de-growth across all segments. Motor and Heavy Commercial Vehicle Sector de-grew by 18% after 26% de-growth in FY 2012-13. Tractor Industry, however, witnessed a growth of 20%. Domestic sales for the Company had a drop of 3%. The Company was able to largely offset the adverse impact of market conditions in Auto Industry through higher sales to Tractor Industry and other non-automotive sectors.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

GLOBAL AND INDIAN ECONOMIC OVERVIEW

 

2013 witnessed developed economies gaining traction, whereas emerging economies lost ground. The global recovery was led by fiscal stimulus, low interest rates and reassurance by the central bankers. Improved economic metrics showing encouraging employment numbers and spending summed up the US recovery story. Its tapering of quantitative easing programme also led to a brief currency slide in many emerging economies. The

Eurozone dispelled recessionary fears on the back of eased up credit scenario and improved resilience while growth in China rebounded in the second half of 2013, due to acceleration in investment.

 

The global economy ended the year on a better footing as compared to the start of the year and the growth momentum is expected to be carried forward during 2014.

 

As per the IMF estimates, global GDP growth is expected to grow at 3.9% in 2015, and 3.7% in 2014 as compared to 3% in 2013. Global trade activity is likely to increase and grow at 2.5% in 2013 visà-vis 2.3% in 2012.

 

The Indian economy has been going through challenging times that culminated in lower than 5% growth of GDP for two consecutive years, i.e. FY 2012-13 and FY 2013-14. The slowdown is broadly in sync with trends in other emerging economies, but relatively deeper. India’s growth declined from an average of 8.3% per annum during 2004-05 to 2011-12 to an average of 4.6% in 2012-13 and 2013-14.

 

The growth slowdown was broad based, but affected in particular the manufacturing sector with the output of capital goods also declining for the third year in a row starting 2011-12.

 

A sharp decline in imports and a moderate growth in exports in 2013-14 resulted in a decline in India’s trade deficit and contributing to a lower CAD. The current account deficit (CAD) declining to manageable levels after two years of worryingly high levels was a redeeming feature of 2013-14. The year ended with a CAD of 1.7% of GDP as against 4.7% in 2012-13.

 

The fiscal deficit as a proportion of GDP also declined for the second year in a row. It declined from 5.7% of GDP in 2011-12 to 4.9% in 2012-13 and 4.5% in 2013-14.

 

The improvements in the twin deficits would, no doubt, feed into a higher growth in FY 2014-15, but the pace of recovery may be gradual. Investment revival, strengthening of macroeconomic stability, creation of non-agricultural jobs, strengthening of infrastructure, and boost to agricultural development would be the priorities for growth revival.

 

Moderation in inflation would help ease the monetary policy stance and revive the confidence of investors, and with the global economy expected to recover moderately, on account of performance of some advanced economies, the Indian economy can look forward to better growth prospects in FY 2014-15 and beyond. In FY 2014-15, the Indian economy is poised to overcome the sub-5% growth of gross domestic product (GDP).

 

On the flip side, however, growth in FY 2014-15 can remain more on the lower side of the range given above, for the following reasons: (i) steps undertaken to restart the investment cycle (including project clearances and incentives given to industry) are perceived to be playing out only gradually; (ii) the benign growth outlook in some Asian economies, particularly China; (iii) still elevated levels of inflation that limit the scope of the RBI to reduce policy rates; and (iv) expectation of below-normal monsoons. Downside risk also emerges from prolonging of the

Geo-political tensions.

 

GLOBAL AUTOMOBILE INDUSTRY

 

Global demand for medium- and heavy duty trucks was noticeably higher than in the prior year but with stark contrast across the various regions. North American truck market registered a 10% decline in demand in CY 2013 compared to CY 2012, it improved towards the end of the year backed by slight recovery in US economy and a continued replacement of the existing fleet. European heavy duty truck market improved on the back of pre buy before the transition to the new Euro VI regulations.

 

The South American market for heavy duty trucks also witnessed increased demand in CY 2013 on back of slight improvement in the Brazilian economy and financing support from the government for purchase of trucks. Truck demand in Asia varied with both the Chinese and the Japanese truck volumes increasing in CY 2013 while the Indian truck market saw the 2nd straight year of decline in demand.

 

The global demand for cars witnessed an increase in CY 2013 compared to prior year. Here too, the development of demand varied across geographies. The US market continued its strong recovery registering total sales of 15.5 million cars and light trucks, highest level since 2007. Major Emerging Economies with the exception of China witnessed a declined in demand.

 

INDIA’S AUTOMOBILE INDUSTRY

 

FY 2013-14 was the second consecutive year of volume decline for the automotive sector in India across all segments of the industry. Total automotive production recorded a 7.2% decrease compared to FY 2012-13 with slowdown in economic growth and higher interest rates continuing to weigh in on demand. While there was a marginal improvement in demand towards the end of the fiscal due to reduction in excise duty from 12% to 10%, it was not enough to mitigate the damage caused in the April – December 2013 period.

 

PERFORMANCE OF THE INDUSTRY

 

The overall Commercial Vehicles (CV) segment registered de-growth of 16.1% in FY 2013-14 compared to the same period last year. Medium and Heavy Commercial Vehicles (MandHCVs) and Light Commercial Vehicles (LCV) registered negative growth of 21.0% and 13.5%, respectively.

 

The frail performance in the CV sector is due to strong headwinds and pessimistic sentiments. Slowdown in infrastructure projects and lack of industrial activity led to low MandHCV production volumes at all major OEMs. Lower investments in infrastructure projects (which witnessed a marked decline in implementation of projects, eventually leading to underutilisation of fleet); lower confidence levels of the fleet operators (the stretched usage of long haul trucks, lower returns on freights and higher maintenance and fuel costs otherwise); lower resale value and lower level of mining activities due to mining bans are the other reasons cited for the frail performance of the sector.

 

The truck market hit a low in FY 2013-14, producing only about 221,626 trucks compared to 384,801 in FY2012, a drop of more than 40%.

 

Sales of Passenger Cars have declined by 5.8% during FY 2013-14 over the same period last year. The decline was on account of the slowing economy and higher fuel prices that have hurt consumer sentiments, especially in the urban areas.

 

COMPANY REVIEW

 

Bharat Forge Limited (BFL) is the flagship Company of the Kalyani Group. The Company is India’s leading exporter of components for automotive and industrial applications.

 

The manufacturing facilities, equipped with high-end technology, are spread across India, Germany and Sweden. The Company manufactures an extensive array of critical and safety components for several sectors including automobile, oil and gas, rail and marine, energy (across renewable and non-renewable sources), construction, mining and general engineering.

 

BFL is a fully-integrated player with a presence across the full value chain. It is involved right from the initial designing stage to procurement of the raw material to final development of the product.

 

HIGHLIGHTS OF 2013-14

 

BFL’s export revenues in FY 2013-14 witnessed a robust growth of 16.5% driven by recovery in the Heavy Truck market in Europe and recovery in the Non-Automotive sector in North America. Bharat Forge continues to win new orders with newer clients or increase market share with existing clients.

 

These order wins have become possible based on the Company’s ability to provide solutions in terms of lightweighting of products which helped address the OEM needs for better fuel efficiency.

 

Focus on improving performance of the products through value addition and fatigue life improvement projects helped to reduce Total Cost of Ownership (TCO). Also, it has looked at increasing its share of business with its existing marquee clients and new client additions.

 

During the year, Bharat Forge followed a three pronged-strategy to continue on a growth oriented model for the export markets:

 

·         Growing the business by leveraging technology. The focus for the year remained on partnering customers on product improvements which included light weighting, enhanced durability and a combination of the two.

 

·         Growing business with existing customers by broadening the product base and offering superior value addition by enhancing metallurgy and developing better processes which led to growth in market share.

 

·         Enhancing the product portfolio by creating capabilities and achieving necessary internationally acclaimed certifications such as NADCAP to serve the aerospace industry.

 

Going forward, challenges are expected to surface given the volatility of markets, increasing competition and greater demand for superior products from OEMs. In order to address these challenges, Bharat Forge intends to strengthen its focus on innovation which will enhance value perception of its products on a global scale. Additionally, it will seek newer opportunities in key geographies while continuing to support existing customers through a range of value added, technologically superior product portfolio.’

 

AWARDS

 

Over the years, Bharat Forge has been recognised for the high quality of products and services it has delivered. Some of the awards received by the Company are given below:

 

·         The Company entered into “Hall of Fame” by getting awarded the CIO100 (‘The Astute 100 - 2013’) award for the fourth consecutive time. BFL also won the Special Award in “Information Security” Category. These awards are conferred by the International Data Group in recognition for innovative implementation in IT.

 

·         BFL also won the ‘Diamond EDGE (Enterprises Driving Growth and Excellence)’ award from Information Week Magazine. It recognises CIOs [Chief Information Officer] in India who have demonstrated best use of technology to solve a business problem, improvement in competitiveness and delivering quantifiable return on investments to stakeholders.

OUTLOOK

 

Outlook on the economy

 

The growth in India is likely to firm up on the back of stronger structural policies favoring investment, clearance of stalled projects and demand recovery, backed by improved external economic climate. The early estimates suggest that these are likely to drive GDP growth to +5% in FY 2014-15.

 

The demand levels for the automotive market across geographies are stabilizing with an upward bias. Overall the demand is expected to be moderately better in H2 FY 2014-15 likely to be driven by exports and early signs of recovery in India.

 

 

STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED AND NINE MONTHS ENDED 31ST DECEMBER, 2014

 

       [RS. IN MILLION]

Sr. No.

Particulars

Quarter ended

Nine months ended

 

 

31.12.2014

(Unaudited)

30.09.2014

(Unaudited)

31.12.2014

(Unaudited)

1

Income from operations

 

 

 

 

--Within India

4470.400

4505.600

13504.800

 

--Outside India

7334.700

6974.700

19827.200

 

Total Sales

11805.100

11480.300

33332.000

 

Less : Excise duty

384.200

391.500

1179.000

 

Total net sales (net of excise duty)

11420.900

11088.800

32153.000

 

b) Other operating income

556.700

293.900

1088.600

 

Total income from operations (net) (a + b)

11977.600

11382.700

33241.600

2

Expenses:

 

 

 

 

Cost of materials consumed

4652.800

4533.200

13425.500

 

Changes in inventories of finished goods, work-in-progress and stock-in-trade

(187.700)

31.100

(804.900)

 

Employee benefits expense

827.700

807.400

2430.500

 

Depreciation and amortization

687.000

663.500

2008.000

 

Manufacturing expenses

2078.600

1927.300

5855.200

 

Other expenses

983.700

836.400

2632.500

 

Total expenses

9042.100

8798.900

25546.800

3

Profit from operations before other income, finance costs and exceptional items (1-2)

2935.500

2583.800

7694.800

4

Other income

191.200

299.800

732.900

5

Profit from ordinary activities before finance costs and exceptional items (3+4)

3126.700

2883.600

8427.700

6

Finance costs

264.200

313.600

894.200

7

Profit from ordinary activities after finance costs but before exceptional items (5-6)

2862.500

2570.000

7533.500

8

Exceptional items

0.000

(41.200)

(41.200)

9

Profit from ordinary activities before tax (7+8)

2862.500

2528.800

7492.300

10

Taxes expenses

899.100

783.900

2334.300

11

Net profit after tax from ordinary activities (9-10)

1963.400

1744.900

5158.000

12

Extraordinary items

0.000

0.000

0.000

13

Net profit after tax for the period (11+12)

1963.400

1744.900

5158.000

14

Paid-up equity share capital (face value of share: Rs. 2 each)

465.700

465.700

465.700

15

Reserves excluding revaluation reserve Earnings per share (Not annualised):

 

 

 

16

Basic EPS before and after extraordinary items (Rs.)

8.43

7.49

22.15

 

Diluted EPS before and after extraordinary items (Rs.)

8.43

7.49

22.15

 

 

Additional Information :

 

 

 

 

Profit before tax, before exchange gain / (loss) & exceptional items

2908.000

2634.700

7718.500

 

A

PARTICULARS OF SHAREHOLDING

31.12.2014

(Unaudited)

30.09.2014

(Unaudited)

31.12.2014

(Unaudited)

1

Public shareholding

 

 

 

 

a.

Number of shares

123967196

123967196

123967196

 

b.

Percentage of shareholding

53.25%

53.25%

53.25%

2

Promoters and promoter group shareholding

 

 

 

 

a.

Pledged/Encumbered

 

 

 

 

Number of shares

0.00

0.00

 

 

 

Percentage of shares (as a % of the total shareholding of promoter and promoter group)

0.00

0.00

0.00

 

 

Percentage of shares (as a % of the total share capital of the Company)

0.00

0.00

0.00

 

b.

Non-encumbered

 

 

 

 

Number of shares

108817920

108817920

 

 

 

Percentage of shares (as a % of the total shareholding of promoter and promoter group)

100%

100%

100%

 

 

Percentage of shares (as a % of the total share capital of the Company)

46.75%

46.75%

46.75%

 

 

B

Investor Complaints [Nos.]

Quarter Ended

31.12.2014

 

Pending at the beginning of the quarter

Nil

 

Received during the quarter

Nil

 

Disposed of during the quarter

Nil

 

Remaining unresolved at the end of the quarter

Nil

 

Note:

 

  1. The above results have been reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on February 02, 2015. The Statutory Auditors of the Company have carried out a "Limited Review" of the results for the quarter ended December 31, 2014.

 

  1. Pursuant to the Companies Act, 2013 (“the Act”), the Company had, during the quarter ended June 30, 2014, revised depreciation rates on certain fixed assets as per the useful life specified in Schedule II of the Act or as reassessed by the Company. Due to this, based on transitional provision as per note 7(b) of the Schedule II, an amount of Rs. 35.48 crores (net of deferred tax of Rs. 18.27 crores) was adjusted to general reserves.

 

  1. The Board of Directors at its meeting held on February 02, 2015, has declared an interim dividend of Rs. 3/- per equity share of Rs. 2/- each (150%).

 

  1. Exceptional item :

 

During the quarter ending September 30, 2014, the Company has divested its 50% stake in Impact Automotive Solutions Limited, which was formed in the year 2010 as a Joint Venture (JV). The stake was sold by the Company to the other JV Partner, resulting in loss of Rs. 4.12 crores on sale of investments.

 

  1. During the quarter, Company through its German Subsidiary; CDP Bharat Forge GmbH, has acquired 100% equity shares of Mecanique Generale Langroise (MGL) at a transaction value of EUR 11.8 million.

 

  1. The Company has identified its business segment as its primary reporting segment where “Steel forging” is the only business segment. As a result, the disclosure requirement of primary reporting segment as per Accounting Standard (AS-17) "Segment Reporting" is not applicable to the Company on standalone results.

 

  1. Earnings per share have been computed in accordance with the principles laid down by the Accounting Standard (AS) 20 "Earnings Per Share".

 

  1. Previous period's / year's figures are regrouped / restated, wherever necessary to conform to current period's presentation.

 

 

CONTINGENT LIABILITIES:

 

Particulars

31.03.2014

(Rs. In Million)

31.03.2013

(Rs. In Million)

Sales bills discounted

7103.340

5584.610

Of which:

 

 

- Bills since realised

1674.570

1231.550

- Matured, overdue and outstanding since close of the period

0.000

0.000

Guarantees given by the Company on behalf of other companies:

 

 

Balance Outstanding

1457.920

1898.710

(Maximum Amount)

(1952.140)

(2269.380)

Claims against the Company not acknowledged as Debts - to the extent ascertained * #

118.970

138.830

Excise / Service tax demands - matters under dispute #

358.510

176.390

Customs demands - matters under dispute #

50.970

50.970

Total

528.450

366.190

 

NOTES:

 

* The Claim against the Company comprise of dues in respect to personnel claims (amount unascertainable), local taxes etc.

 

# The Company is contesting the demands and the management, including its tax / legal advisors, believe that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised.

 

The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company’s financial position and results of operations

 

 

 

INDEX OF CHARGES

 

S.No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10227088

15/03/2014 *

1,760,000,000.00

GDA TRUSTEESHIP LIMITED

GDA House, First Floor, Plot No. 85, S. No. 94 and 95, Bhusari Colony (Right), Kothrud, Pune - 411038, Maharashtra, INDIA

C00628982

2

10191791

15/03/2014 *

3,500,000,000.00

GDA TRUSTEESHIP LIMITED

GDA House, First Floor, Plot No. 85, S. No. 94 and 95, Bhusari Colony (Right), Kothrud, Pune - 411038, Maharashtra, INDIA

C00635375

3

10158557

15/03/2014 *

2,500,000,000.00

GDA TRUSTEESHIP LIMITED

GDA House, First Floor, Plot No. 85, S. No. 94 and 95, Bhusari Colony (Right), Kothrud, Pune - 411038, Maharashtra, INDIA

C00630376

4

90086271

06/06/2003 *

600,000,000.00

SUMITOMO MITSUI BANKING CORPN.

7/8F; ONE INTERNATIONAL FINANCE CENTRE, 1; HARBOUR VIEW STREET; CENTRAL, HONGKONG, , HONG KONG

-

5

90086181

23/09/2002

242,300,000.00

EXPORT IMPORT BANK OF INDIA

CENTRE ONE, WORLD TRADE CENTRE; CUFFE PARADE, MUMBAI - 400005, Maharashtra, INDIA

-

6

80022454

26/02/2014 *

16,000,000,000.00

Bank of India

Pune Large Corporate Branch,C.T.S. No. 1290,, Plot No. 675, Off. J. M. Road, Shivajinagar, Pune - 411005, Maharashtra, INDIA

C00634261

7

90086045

30/07/2003 *

1,350,000,000.00

BANK OF INDIA

INDUSTRIAL FINANCE BRANCH, 1162/6; SHIVAJINAGAR; 
UNIVERSITY ROAD, PUNE - 411005, Maharashtra, INDIA

-

8

90085489

04/05/2004 *

300,000,000.00

EXPORT IMPORT BANK OF INDIA

CENTRE ONE, WORLD TRADE CENTRE; CUFFE PARADE, MUMBAI - 400005, Maharashtra, INDIA

-

9

90085483

22/05/2001 *

300,000,000.00

ICICI LIMITED

ICICI TOWRES;, BANDRA-KURLA COMPLEX; BANDRA(EAST), MUMBAI - 400051, Maharashtra, INDIA

-

10

90085098

14/06/2002 *

500,000,000.00

ICICI LIMITED

C-23; 'G' BLOCK; BANDRA KURLA COMPLEX, BANDRA (EAST), MUMBAI - 400051, Maharashtra , INDIA

-

 

* Date of charge modification

 

 

FIXED ASSETS:

 

Tangible assets

·         Free hold land

·         Leasehold land

·         Buildings

·         Plant and machinery

·         Office equipments

·         Railway sidings

·         Electrical installations

·         Factory equipments

·         Furniture and fixtures

·         Vehicles and aircraft

·         Power line


 

CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                           None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                        None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                        None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency
Unit

Indian Rupees

US Dollar

1

Rs. 63.57

UK Pound

1

Rs. 99.66

Euro

1

Rs. 70.92

 

 

INFORMATION DETAILS

 

Information Gathered by :

GAY

 

 

Analysis Done by :

SUM

 

 

Report Prepared by :

PNM

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILITY

1~10

6

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

8

--CREDIT LINES

1~10

7

--MARGINS

-5~5

---

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTERS 

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

65

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                  Payment record (10%)

Credit history (10%)                   Market trend (10%)                                Operational size (10%)

 

 

RATING EXPLANATIONS

 

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Capability to overcome financial difficulties seems comparatively below average.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

--

NB

                                       New Business

 

--

 

                                                 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.