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Directors Report of Kalyani Forge Ltd.

Mar 31, 2018

Dear Shareholders,

The Board of Directors of your Company are pleased to present the 39th Annual Report together with the Audited Statement of Accounts of Kalyani Forge limited (âthe Companyâ) for the year ended March 31, 2018.

Financial Performance:

The summarized standalone results of your Company are given below.

Rs. in lakhs

Particulars	Financial year ended Standalone
	31/03/2018	31/03/2017
Total income from operations (net)	26,536.00	25,212.00
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	2,789.00	1919.00
Finance Charges	634.00	378.00
Depreciation	1,295.00	1,041.00
Tax Expenses	263.00	172.00
Net Profit/(Loss) After Tax	656.00	348.00
Balance of Profit from Previous Year	8,202.00	7,747.00
Profit available for Appropriation	8,810.77	8202.00
Less - Transfer to General Reserves	-	-
Less -Dividend paid	109.14	-
Less - Tax on above Dividend	22.22	-
Surplus retained in Profit & Loss Account	8679.41	8202.00

*previous year figures have been regrouped/realigned as per IND-AS requirements.

Summary of Operations:

During the year, the net revenue from operations of your Company for FY 17-18 stood to Rs 26,536 Lakhs against Rs. 25,212 Lakhs for the FY 16-17, your Companyâs Profit after tax stood at Rs. 656 Lakhs as against profit of Rs 348 Lakhs last Year. Your company has successfully transformed its accounting and reporting to Ind-AS regime.

Change in the nature of business, if any:

There is no change in the nature of the business of the Company during the year.

Reserves:

The Company has not transferred any amount to General Reserves for the year under review.

Dividend:

Your Directors are pleased to recommend for approval of members a dividend of Rs. 3.50 per equity share (35%) at the face value of Rs 10/- per share for the Year ended 31^st March, 2018

Capital/ Finance:

During the year, the Company has not issued/allotted equity or preference shares. As on 31^st March, 2018 the issued, subscribed and paid up share capital of your Company is at Rs. 36,380,000/-, comprising 36, 38,000 equity shares of Rs.10/- each.

Fixed Deposits:

Your Company has not accepted any deposits from public, Therefore, details relating to deposits covered under Chapter V of the Companies Act, 2013 are not applicable to the Company.

Extract of Annual Return:

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure 1.

Transfer of Amounts to Investor Education and Protection Fund:

Your Company has transferred funds lying unpaid or unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. July 25, 2017), with the Ministry of Corporate Affairs.

Details of Board meetings:

During the year, five meetings of Board of Directors were held, details of which are given below:

Date of the meeting	No. of Directors attended the meeting
May 23, 2017	5
August 10, 2017	5
November 17, 2017	5
February 13, 2018	5

Committees of Board:

The composition of the Committees of the Board of Directors has been detailed in the Corporate Governance annexure to this report.

Declaration by Independent directors:

Mr. Pradeep Nadkarni, Mr. Abhijit Sen & Mr. Vishwas Chitrao are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company.

Directors and Key Managerial Personnel:

Mr. Gaurishankar N Kalyani, Non-Executive Director and Mr. Viraj Gaurishankar Kalyani, Executive Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for reappointment.

Mr. Chandranil Belvalkar resigned from the post of Company Secretary during the year and Mr. Nilesh Vitekar was appointed on February 13, 2018.

Formal Annual Evaluation:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. Also, the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. In addition, Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

In pursuance of above, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director.

The Company commenced with the review of the best practices prevalent in the industry and evaluation of Board members. On the basis of review and the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

At a Separate meeting of Independent Directors held on 31 st March 2018, performance evaluation of Chairperson, Non- Independent Directors, and the Board of Directors was carried out by Independent Directors which has also reviewed the adequacy of the flow of information between the Company Management and Board.

The detailed programme for familiarisation of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of business, AOP, business model of the Company, etc. was undertaken by the Company.

Companyâs policy on appointment and remuneration:

The policies relating to selection of Directors and determining Directors independence and Remuneration Policy for Directors, Key Managerial Personnel and other employees is attached herewith and marked as Annexure 2.

Highlights on Companyâs policy on Sexual Harassment:

As per âSEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013â, the highlights of the policy adopted by the company is attached herewith marked as Annexure 3.

Holding and Subsidiaries:

During the period under review the Company does not have any holding or Subsidiary company.

Statutory Auditors, their Report and Notes to Financial Statements:

The Company in its Annual General Meeting held on August 2, 2016 appointed M/s. K.S. Aiyar & Co. Chartered Accountants as Statutory Auditors of the Company for a period of five years with effect from the conclusion of 37th Annual General Meeting of the Company held on August 2, 2016.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 the appointment of Statutory Auditors shall be placed for ratification at every Annual General Meeting.

Accordingly a letter is received from M/s K.S. Aiyar & Co. Chartered Accountants confirming that appointment if made shall be as per eligibility required under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

Your Directors seek ratification from the members for the appointment of M/s K.S. Aiyar & Co. Chartered Accountants as the Statutory Auditors of your Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company.

Internal financial controls:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Cost Audit:

As per the Cost Audit Orders, Cost Audit is applicable to the Companyâs forging business for the FY 2018-19.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. R. A Chincholkar & Co, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2018-19. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting.

Secretarial Audit:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, M/s. HR & Associates, Practicing Company Secretaries have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as annexure 4 to this report. The Directors have noted the qualifications in Secretarial Audit Report. As there was frequent attrition in the officers/employees of the Company due to which compliance mechanism was disturbed, however necessary steps have been taken to ensure the required compliances.

Human Resources:

Your Company treats its âhuman resourcesâ as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companyâs thrust is on the promotion of talent internally through job rotation and job enlargement.

Related Party Transactions:

All contracts/ arrangement/ transactions entered by the Company during the Financial Year with related party were in the ordinary course of business and on armâs length basis. Such transaction forms part of the notes to the financial statements provided in the Annual Report.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions which is available on the Companyâs Website: www.kalyaniforge.co.in.

The summary of related party transaction in Form AOC-2 is enclosed as annexure 5.

Risk Management Policy:

In terms of the requirement of the Companies Act, 2013 the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The detailed Risk Management Policy is available on Companyâs website. Highlights of the same are enclosed in annexure 6.

Management discussion and analysis:

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company form part of this Annual Report.

Corporate Social responsibility (CSR):

The Company has adopted the CSR policy pursuant to Sec 135 of the Companies Act, 2013. For the Financial Year 2017-18 the overall CSR commitment was Rs. 3,71,307/- out of which it has spent Rs. 3,00,000/- and is in discussion with several projects to spend remaining amount. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as annexure 7.

Highlights of Corporate Social Responsibility Policy:

The Company proposes to undertake CSR projects and programmes in respect of the activities stated below with a preference to implement these projects and programme in the areas in which it operates:

- Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

- Promoting education including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

- Promoting gender equality, empowering women, setting-up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

- Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.

- Protection of national heritage, art and culture including restoration of buildings and sites historical importance and works of art; setting-up public libraries, promotion and development of traditional arts and handicrafts.

- Measures for the benefit of armed forces veterans, war widows and their dependents.

- Training to promote rural sports, nationally recognised sports, Paralympics Sports and Olympic Sports.

- Contribution to the Prime Ministerâs National Relief Fund or any other fund set up by the Central Government or the State Governments for socio-economic development and relief and funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women.

- Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

- Rural development Projects.

Particulars of Employees:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure 8.

Details of establishment of vigil mechanism for directors and employees:

The details of establishment of vigil mechanism for directors and employees to report genuine concerns are to be disclosed.

Highlights of Whistle Blower Policy are enclosed in Annexure 9.

Corporate Governance Certificate

The Compliance certificate from the Auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed with the report.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The Company, in its continuous endeavour to conserve energy, has adopted various innovative measures to reduce waste and to achieve optimum utilization of energy resulting into good earning of Power Factor incentive from MSEB and in turn resulting into reduction of power cost.

(a) Conservation of energy

(b) Technology absorption

Total energy consumption and energy consumption per unit of production as per Form - A of the Annexure to the Rules is as given below:

(c) Research & Development (R&D):

i) Specific Areas of Research & Development-

Development of new products both in the area of Forging as well as Machined components for Domestic & Export.

1) During the year 2017-18, Company made significant achievements in the area of product Development. The Company developed variety of products as per the specific requirements of the customers such as Knuckle Arm, Turbo Charger Ring, Under Carriage and Steering Parts.

2) New Design Die Holders & Base Bolsters for accommodating Square & Round Parts

3) Die Locks introduced for Warm and hot forging components to reduce die setup time and to improve forging quality.

4) Introduced W303 Die material for Tulip Warm Forging Dies to improve die life - by VAVE Approach.

5) The Company has spent Rs. 506.03 Lakhs during the Financial Year 2017-18 on Research and Development activities.

ii) Future Plan of Action:

1) Research & Development in Single Minute Exchange of Dies (SMED) project.

2) Focused development of variety of warm and cold forging and machined premium components.

3) Planning to commence activities in bigger size forgings.

4) Optimization of input material to improve maximum forging yield ratio.

5) Introduce spline rolling technology for tulips.

(d) Foreign exchange earnings and Outgo:

During the year, the total foreign exchange used was Rs. 4,01,10,847/- and the total foreign exchange earned Rs. 19,33,48,626/- .

(e) Technology absorption, adaptation and Innovation:

Through In-house Research and Development Company is focusing on developing Turbo Chargers, Under Carriage and Near Net Shape Warm forged bell (Outer Race).

Directorsâ Responsibility Statement:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement:

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board

Place: Pune Rohini G. Kalyani

Date: 12th May 2018 Chairperson & Managing Director

DIN:00519565

Mar 31, 2017

Dear Shareholders,

The Board of Directors present the 38^th Annual Report together with the Audited Statement of Accounts of Kalyani Forge Limited (âthe Companyâ) for the year ended March 31, 2017.

Financial Performance:

The summarized standalone results of your Company are given in the table below.

Rs. in Lakhs

Particulars	Financial Year ended Standalone
	31/03/2017	31/03/2016
Total income from operations (net)	22,684.00	23,093.00
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	1980.00	1,816.00
Finance Charges	269.00	445.00
Depreciation	1,041.00	1,167.00
Tax Expenses	215.00	94.00
Net Profit/(Loss) After Tax	455.00	110.00
Balance of Profit from Previous Year	7,747.00	7,725.00
Profit available for Appropriation	8202.00	7,835.00
Less - Transfer to General Reserves	-	-
Less - Proposed Dividend on Equity Capital	109.14	72.76
Less - Tax on above Dividend	22.22	14.81
Surplus retained in Profit & Loss Account	8070.64	7,747.00

*previous year figures have been regrouped/rearranged wherever necessary.

Summary of Operations:

During the year, the net revenue from operations of your Company decreased by Rs. 409 Lakhs from Rs. 23,093 Lakhs for the FY 15-16 to Rs. 22,684 Lakhs for the FY 16-17. Your Companyâs Profit after tax stood at Rs. 455 Lakhs as against profit of Rs. 110 Lakhs last year.

Change in the nature of business, if any:

There is no change in the nature of the business of the Company during the year.

Reserves:

The Company has not transferred any amount to General Reserves for the year under review.

Dividend:

Your Directors are pleased to recommend for approval of members a dividend of Rs.3.00 per Equity Share (30%) at the face value of Rs 10/- each for the Year ended 31^st March, 2017 absorbing Rs. 131.36 Lakhs including Dividend Distribution Tax.

Capital/ Finance:

During the year, the Company has not issued/allotted equity or preference shares. As on 31^st March, 2017, the issued, subscribed and paid up share capital of your Company is at Rs. 36,380,000/-, comprising 36, 38,000 Equity shares of Rs.10/- each.

Fixed Deposits:

Your Company has not accepted any deposits from public. Therefore, details relating to deposits, covered under Chapter V of the Companies Act, 2013 are not applicable to the Company.

Extract of Annual Return:

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure 1.

Transfer of Amounts to Investor Education and Protection Fund:

Your Company has transferred funds lying unpaid or unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. August 2, 2016), with the Ministry of Corporate Affairs.

Details of Board meetings:

During the year, five meetings of Board of Directors were held, details of which are given below:

Date of the Meeting	No. of Directors attended the Meeting
April 16, 2016	5
May 27, 2016	6
August 3, 2016	5
November 11, 2016	6
January 31, 2017	5

Committees of Board:

The composition of the Committees of the Board of Directors has been detailed in the âCorporate Governance Reportâ annexed to this report.

Declaration by Independent directors:

Mr. Pradeep Nadkarni, Mr. Abhijit Sen & Mr. Vishwas Chitrao are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in section 149 of the Companies Act, 2013 and the Rules made thereunder regarding their status as Independent Directors of the Company.

Directors and Key Managerial Personnel:

Mrs. Rohini G. Kalyani, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Abhijit Sen was appointed as an additional Independent Director on February 02, 2016, subsequently his appointment was regularized as an Independent Director in the Annual General Meeting held on 2^nd August 2016 for the term of five years.

Mr. Vishwas Chitrao was appointed as an additional Independent Director on April 16, 2016, subsequently his appointment was regularized as an Independent Director in the Annual General Meeting held on 2^nd August 2016 for the term of five years

Mr. Ravi Dugar resigned from the post of Company Secretary effective from September 23, 2016 and Mr. Chandranil Belvalkar was appointed on October 26, 2016 as Company Secretary and Compliance Officer.

Formal Annual Evaluation:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. Also, the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. In addition, Schedule IV to the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

In pursuance of above, the Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Nonexecutive Directors and Executive Directors.

The Company commenced with the review of the best practices prevalent in the industry and evaluation of Board members. On the basis of review and the policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

At a Separate meeting of Independent Directors held on 31^st March 2017, performance evaluation of Chairperson, Non- Independent Directors, and the Board of Directors was carried out by Independent Directors which has also reviewed the adequacy of the flow of information between the Company Management and Board .

The detailed programme for familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of business, AOP, business model of the Company, etc. was undertaken by the Company.

Companyâs policy on appointment and remuneration:

Highlights on Companyâs policy on Sexual Harassment:

As per âSEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013â, the highlights of the policy adopted by the company is enclosed herewith as Annexure 3.

Holding and Subsidiaries:

During the period under review the Company does not have any holding or subsidiary company.

Statutory Auditors, their Report and Notes to Financial Statements:

The Company in its Annual General Meeting held on August 2, 2016 appointed M/s K.S. Aiyar & Co. Chartered Accountants as Statutory Auditor of the Company for a period of five years with effect from the conclusion of 37^th Annual General Meeting of the Company held on August 2, 2016.

Internal financial controls:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Cost Audit:

As per the Cost Audit Order, Cost Audit is applicable to the Companyâs forging business for the FY 2017-18.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. R. A Chincholkar & Co, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2017-18. The resolution for remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting.

Secretarial Audit:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s HR & Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 4 to this report. The Directors have noted the qualifications in Secretarial Audit Report. As there was frequent attrition in the officers/employees of the Company due to which Compliance mechanism was disturbed, however necessary steps have been taken to ensure the required compliances.

Human Resources:

Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companyâs thrust is on the promotion of talent internally through job rotation and job enlargement.

Related Party Transactions:

The summary of related party transaction is enclosed as Annexure 5.

Risk Management Policy:

In terms of the requirement of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The detailed Risk Management Policy is available on Companyâs website. Highlights of the same are enclosed as Annexure 6.

Particulars of Loans, Guarantees or investments under section 186 :

During the year under review, the Company has not given any loan or guarantee or made investments covered under section 186 of the Companies Act, 2013

Management Discussion and Analysis:

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company form part of this Annual Report.

Corporate Social Responsibility (CSR):

The Company has adopted the CSR policy pursuant to Sec 135 of the Companies Act, 2013. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure 7.

Highlights of Corporate Social Responsibility Policy:

The Company proposes to undertake CSR projects and programmes in respect of the activities stated below with a preference to implement these projects and programme in the areas in which it operates:

- Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

- Promoting education including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

- Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water.

- Measures for the benefit of armed forces veterans, war widows and their dependents.

- Training to promote rural sports, nationally recognized sports, Paralympics Sports and Olympic Sports.

- Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

- Rural development Projects.

Particulars of Employees:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure 8.

Details of establishment of vigil mechanism for directors and employees:

The details of establishment of vigil mechanism for directors and employees to report genuine concerns are to be disclosed.

Highlights of Whistle Blower Policy are enclosed as an Annexure 9.

Corporate Governance Certificate:

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

(i)	the steps taken or impact on conservation of energy	The Company, in its continuous endeavor to conserve energy, has adopted various innovative measures to reduce waste and to achieve optimum utilization of energy resulting into good earning of Power Factor incentive from MSEB and in turn resulting into reduction of power cost.
(ii)	the steps taken by the company for utilizing alternate sources of energy
(iii)	the capital investment on energy conservation equipments	-

(b) Technology absorption

(i)	the efforts made towards technology absorption	-
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	-Productivity improvement in both forged and machined components together with competitive quality. -Process technology improvements to achieve competitive advantage in the business. -Successful commercial scale up of forged and machined parts. -Capability building for attracting new customers.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported (b) the year of import; (c) whether the technology been fully absorbed (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	-
(iv)	the expenditure incurred on Research and Development	Expenditure amount Rs. 584.81 Lakhs

Total energy consumption and energy consumption per unit of production is as given below:

Sr. No.	Description	2016-17	2015-16	2014-15
1)	POWER AND FUEL CONSUMPTION
I)	Electricity
	a) Purchased Units (KWH)	2,41,87,484	2,37,49,492	2,13,90,241
	Total Amount (In. Rs)	20,00,82,381	17,95,34,612	15,33,15,307
	Rate/Unit (Rs)	8.27	7.55	7.17
	b) Own Generation
	i) Through Diesel Generator	1,06,840	1,00,409	1,00,409
	ii) Through Steam Generator (KWH)	0	0	0
II)	Coal	0	0	0
III)	Fuel Oil (FO CBFS)
	Quantity (Ltrs.)	11,74,005	1054730	9,71,605
	Total Amount ( In Rs.)	3,60,69,000	2,78,22,080	5,19,79,209
	Average Rate /Litre (Rs.)- FO CBFS	30.72	26.70	40.07
2)	CONSUMPTION PER UNIT OF PRODUCTION
	Product : high quality closed tolerance die forgings
	Unit : M.T.	15,566	15,526	15,159
	Electricity (KWH)	1560	1518.2	1141.05
	Fuel Oil (KL/TON)	0.075	0.07	0.08
	Coal	NIL	NIL	NIL

I) Specific Areas of Research & Development:

Development of new products both in the area of Forging as well as Machined components for Domestic & Export.

1) During the year 2016-17, Company made significant achievements in the area of product Development. The Company developed variety of products as per the specific requirements of the customers such as Machined Inner and Outer Hubs, Machined Arm Front Suspension LH and RH, Inner and Outer Chain Links, Machined Male and Female Tulips, Flange Shafts, Machined Pulley 5 Grooves, Fracture Connecting Rod Assembly, Flanges, Machined Nozzle Rings etc.

2) Introduced and established Induction Hardening technology for Inner and outer Hubs.

3) Die Locks introduced for Warm and hot forging components to reduce die setup time and to improve forging quality.

4) Introduced W303 Die material for Tulip Warm Forging Dies to improve die life - by VAVE Approach.

On the above said research & development activity, the Company has spent Rs. 584.81 Lakhs during the year.

II) Future Plan of Action:

1) Research & Development in Single Minute Exchange of Dies (SMED) project.

2) Focused development of variety of Warm and Cold forging and machined, premium components.

3) Planning to commence activities in bigger size forgings.

4) W360 Die Material Selection for Increasing the Life of small Con Rod Forging Dies - by VAVE Approach.

5) Research & Development on die weld over lays for increasing die life of complex profile parts.

6) Optimization of input material to improve maximum forging yield ratio.

7) Introduce Spline rolling technology for Tulips.

The Company has budgeted Rs. 600 Lakhs for the above activity during the next financial year.

(d) Foreign exchange earnings and Outgo:

During the year, the total foreign exchange used was Rs. 1,215 Lakhs and the total foreign exchange earned was Rs. 1,979 Lakhs

(e) Technology Absorption, Adaptation and Innovation:

Through In-house Research and Development activities Company has developed Outer race forgings for Driveline assemblies with internal tracks by Warm and cold forging method. With the help of fracture split technology, the Company is now moving towards adoption of technology for critical automotive connecting rods for the overseas markets.

Directorsâ Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement:

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

For and on behalf of the Board

Rohini G. Kalyani

Place : Pune Chairperson & Managing Director

Date : 23/05/2017 (DIN : 00519565)

Mar 31, 2016

Dear Shareholders,

On behalf of the Board of Directors, we present the 37^th Annual Report together with the Audited Statement of Accounts of Kalyani Forge Limited (âthe Companyâ) for the year ended March 31, 2016.

Financial Performance:

The summarized standalone results of your Company are given in the table below.

Rs. in Lacs

Particulars	Financial Year ended Standalone
	31/03/2016	31/03/2015
Total income from operations (net)	23,094	24,080
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	1,836	1,388
Finance Charges	492	624
Depreciation	1,167	1,311
Tax Expenses	94	(72)
Net Profit/(Loss) After Tax	110	(226)
Balance of Profit from Previous Year	7,724	8,261
Profit available for Appropriation	7,835	8,035
Less - Transfer to General Reserves	-	-
Less - Proposed Dividend on Equity Capital	73	-
Less - Transitional effect of reassessment of useful life of Assets	-	310
Less - Tax on above Dividend	15	-
Surplus retained in Profit & Loss Account	7,747	7,724

*previous year figures have been regrouped/rearranged wherever necessary.

Summary of Operations

During the year, the net revenue from operations of your Company Decreased to Rs 230.94. Crores from Rs. 240.80 Crores. For FY 15-16, your Companyâs Profit after tax stood at Rs. 1.10 crore as against Loss of Rs 2.26 Crores last Year.

Change in the nature of business, if any

There is no Change in the nature of the business of the Company during the year.

Reserves

The Company has not transferred any amount to General Reserves.

Dividend

Your Directors are pleased to recommend for approval of members a dividend of Rs. 2/- per Equity Share (20%) of Rs 10/- each for the Year ended 31^st March, 2016 absorbing Rs. Eighty eight lakhs including Dividend Distribution Tax.

Capital/ Finance

During the year, the Company has not issued/allotted Equity or preference Shares.

As on 31^st March, 2016, the issued, subscribed and paid up share capital of your Company stood at Rs. 36,380,000/-, comprising 36, 38,000 Equity shares of Rs.10/- each.

Fixed Deposits

Your Company has not accepted any deposits from public. Therefore, details relating to deposits, covered under Chapter V of the Companies Act, 2013 are not applicable to the Company.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure 1.

Transfer of Amounts to Investor Education and Protection Fund

Your Company has not transferred funds lying unpaid or unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF), as the form could not be uploaded and the same is under revision by MCA (Ministry of Corporate Affairs) and new form is not available on site. However the Company has kept the required amount ready in the form of a Demand Draft for depositing with MCA once the new form is available on the MCA site.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company is required to file the necessary form and upload the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 5^th September, 2015), with the Ministry of Corporate Affairs.

Details of Board meetings

During the year, 6 number of Board meetings were held, details of which are given below:

Date of the Meeting	No. of Directors attended the Meeting
April 6, 2015	5
May 29, 2015 & May 30, 2015 (meeting of 29^th May was adjourned & Board met on 30^th May, 2015)	4
August 5, 2015	6
October 8, 2015	5
November 6, 2015	5
February 2, 2016	6

Committees of Board

The composition of the Committees of the Board of Directors has been detailed in the Corporate Governance annexure to this report.

Declaration by independent directors

Mr. Pradeep Nadkarni, Mr. Abhijit Sen & Mr. Vishwas Chitrao are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in section 149 of the Act and the Rules made there under about their status as Independent Directors of the Company.

Directors and Key Managerial Personnel

Mr. Viraj G. Kalyani, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

During the year, Mr. D.S. Gupta, & Mr. Abhijit Sen have been appointed as an Independent Directors on 6^th November, 2015 & 2^nd February, 2016 respectively subject to shareholdersâ approval in Annual General Meeting. Further, Mr. Ashok R. Jamenis Mr. C. H. Naniwadekar, Mr. D.S. Gupta & Mr. S. Ravindran ceased to be Director in terms of Section 168 of Companies Act, 2013 w.e.f 13^th August, 2015, 12^th August, 2015, 10^th March, 2016 & 14^th March, 2016 respectively.

Also, Ms. Anushanethri V has resigned as Company Secretary w.e.f 13^th July, 2015 & Ms. Ketaki Sawant Satam who was appointed as Company Secretary w.e.f.13^th July, 2015 has also resigned w.e.f 6^th November. Mr. Ravi Dugar has been appointed as Company Secretary of the Company w.e.f. 2^nd February, 2016

Note: Due to resignation of Mr. D.S. Gupta & Mr. S Ravindran w.e.f. 10^th March, 2016 & 14^th March, 2016 respectively. Subsequently the Company in its Board Meeting Dated 16^th April, 2016 appointed Mr. Vishwas Chitrao as an Additional Independent Director to the Company. (As Recommended by Nomination & Remuneration Committee)

Formal Annual Evaluation

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Director.

Companyâs policy on appointment and remuneration

Highlights on Companyâs policy on Sexual Harassment

As per âSEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013â, the highlights of the policy adopted by the company is attached herewith marked as Annexure 3

Holding and Subsidiaries

During the period under review the Company does not have any holding or Subsidiary company.

Statutory Auditors, their Report and Notes to Financial Statements

In the AGM held on September 18, 2014, M/s. P. G. Bhagwat, Chartered Accountants were appointed Statutory

KALYANI

Auditors of the Company for a period of 5 years. The Statutory Auditors have resigned from 6^th October, 2015.The Board in its Meeting held on 8^th October, 2015 appointed M/s K.S. Aiyar & Co. Chartered Accountants as Statutory Auditor of the Company. The Company opted for E-voting/Postal Ballot process instead of calling Extra-Ordinary General Meeting for obtaining Shareholders approval for the same. E-voting/Postal Ballot was conducted in the month of December 2015 & approval of the Shareholders was received.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditorsâ Report are self-explanatory and therefore do not call for any further comments. Internal financial controls

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Cost Audit

As per the Cost Audit Orders, Cost Audit is applicable to the Companyâs Forging business for the FY 2015-16.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. R. A Chincholkar & Co, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2016-17. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

Secretarial Audit

In terms of Section 204 of the Companyâs Act, 2013 and Rules made there under, M/s NMK & Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 4 to this report. The Directors have noted the qualifications in Secretarial Audit Report. The necessary steps have been taken to ensure the required compliances.

Human Resources

Your Company treats its âhuman resourcesâ as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Related Party Transactions

The details of transactions entered into with the Related Parties are enclosed as Annexure 5.

Risk Management Policy

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The detailed Risk Management Policy is available on Companyâs website.

Highlights of the same are enclosed in Annexure 6

Management Discussion and Analysis

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company form part of this Annual Report.

Corporate Social Responsibility (CSR)

Highlights of Corporate Social Responsibility Policy

The Company proposes to undertake CSR projects and programmes in respect of the Activities stated below with a preference to implement these projects and programme in the areas in which it operates:

Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

Promoting education including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects.

Promoting gender equality, empowering women, setting-up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water.

Protection of national heritage, art and culture including restoration of buildings and sites historical importance and works of art; setting-up public libraries, promotion and development of traditional arts and handicrafts.

Measures for the benefit of armed forces veterans, war widows and their dependents.

Training to promote rural sports, nationally recognized sports, Paralympics Sports and Olympic Sports.

Contribution to the Prime Ministerâs National Relief Fund or any other fund set up by the Central Government or the State Governments for socio-economic development and relief and funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women.

Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

Rural development Projects.

Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure 8.

Details of establishment of vigil mechanism for directors and employees

The details of establishment of vigil mechanism for directors and employees to report genuine concerns are to be disclosed.

Highlights of Whistle Blower Policy are enclosed in Annexure 9.

Corporate Governance Certificate

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The Company, in its continuous endeavor to conserve energy, has adopted various innovative measures to reduce waste and to achieve optimum utilization of energy resulting into good earning of Power Factor incentive from MSEB and in turn resulting into reduction of power cost.

(a) Conservation of energy

(i)	the steps taken or impact on conservation of energy	The Company, in its continuous endeavor to conserve energy, has adopted various innovative measures to reduce waste and to achieve optimum utilization of energy resulting into good earning of Power Factor incentive from MSEB and in turn resulting into reduction of power cost.
(ii)	the steps taken by the company for utilizing alternate sources of energy
(iii)	the capital investment on energy conservation equipments

(b) Technology absorption

(i)	the efforts made towards technology absorption	As an entire in house R&D unit, the Company makes a continuing effort to use the latest technology with more and more automation for productivity improvement and increase in decision levels in its products.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	- Productivity improvement in both forged and machined components together with competitive quality. - Process technology improvements to achieve competitive advantage in the business. - Successful commercial scale up of forged and machined parts. - Capability building for attracting new customers.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported (b) the year of import; (c) whether the technology been fully absorbed (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	-
(iv)	the expenditure incurred on Research and Development	-

Total energy consumption and energy consumption per unit of production as per Form - A of the Annexure to the Rules is as given below:

Sr. No.	Description	2015-16	2014-15	2013-14
1)	POWER AND FUEL CONSUMPTION
I)	Electricity
	a) Purchased Units (KWH)	2,37,49,492	2,13,90,241	2,35,72,215
	Total Amount (In. Rs)	17,95,34,612	15,33,15,307	18,79,37,800
	Rate/Unit (Rs)	7.55	7.17	7.97
	b) Own Generation
	i) Through Diesel Generator	1,00,409	1,00,409	2,96,526
	ii) Through Steam Generator (KWH)	0	0	0
II)	Coal	0	0	0
III)	Fuel Oil (FO CBFS)
	Quantity (Ltrs.)		9,71,605	10,41,750
	Total Amount ( In Rs.)	2,78,22,080		4,39,14,158
	Average Rate /Litre (Rs.)- FO CBFS	26.70		45.2
2)	CONSUMPTION PER UNIT OF PRODUCTION
	Product : high quality closed tolerance die forgings
	Unit : M.T.	15526	15159	13,433
	Electricity (KWH)	1518.2	1567	1,599.83
	Fuel Oil (KL/TON)	0.07		0.08
	Coal	NIL	NIL	NIL

I) Specific Areas of Research & Development

Development of new products both in the area of Forging as well as Machined components for Domestic & Export.

Introduced Hydraulic Die Clamping bolster on 630TP to improve Quality & Productivity. Ongoing Research and Development activities for Yield Improvement.

During the year 2015-16, your Company made significant achievements in the area of Product Development. The Company developed variety of products as per the specific requirements of the Customers such as Rocker Levers, Crank Shafts, Stub Axles, Front Suspension Arm, Flanges, Double Yokes & Yoke shafts, Bracket Fan, Lobe etc.

II) Future Plan of Action:

Research & Development in Single Minute exchange of Dies project. Focused development of variety of Cold Forging Components.

Planning to commence activities in bigger size Forgings.

(d) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs. 3,74,43,983 and the total foreign exchange earned was Rs. 23,04,38,865.

(e) Technology Absorption, Adaptation and Innovation:

Directorsâ Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

For and on behalf of the Board

Place : Pune Rohini G. Kalyani

Date : 27^th May, 2016 Chairperson & Managing Director

Mar 31, 2015

Dear Members,

On behalf of the Board of Directors, we present the 36THAnnual Report together with the Audited Statement of Accounts of Kalyani Forge Limited ("the Company") for the year ended March 31,2015.

Financial Performance:

The summarized standalone results of your Company are given in the table below.

Rs. in Lacs

Particulars Financial Year ended

31/03/2015 31/03/2014

Total income from operations (net) 24,080 20,542

Profit/(loss) before Interest, 1,388 2,316 Depreciation & Tax (EBITDA)

Finance Charges 624 526

Depreciation 1,311 1,349

Tax Expenses (72) 238

Net Profit/(Loss) After Tax (226) 478

*previous year figures have been regrouped/rearranged wherever necessary.

Summary of Operations

During the year, the net revenue from operations of your Company increased to Rs. 240.80 Crores from Rs. 205.42 Crores. For FY 2015, your Company's loss stood at Rs. 2.26 crore.

The year 2014-2015 was a very difficult year for the forging industry in general. Your Company too faced problems due to which we incurred losses during the year, as a result of certain impairments like increase in cost in various operational setups, stabilisation of the SAP software, increase in man- power cost due to which the Company is unable to earn profits costs which were taken based on thorough analysis of options and keeping in mind the long term interests of building a better cash position to fund future expansion your Company has initiated the increased use of ERP system to bring in better standardization and accuracy of information flow throughout all functions and activities also building cash reserves which eliminate liquidity risks to a large extent.

Change in the nature of business, if any

There is no change in the nature of the business of the Company done during the year.

Reserves

In view of the deficit in the Statement of Profit and Loss no amounts are transferred to the reserves.

Dividend

Your Company has suffered a loss during the year; therefore, your Directors do not recommend any dividend for the financial year ended March 31,2015.

Inspite of all odds, your Directors are hopeful and positive that the Company will come back to its financial position to bring in the profits like before in the years to come and with India's open market economy; the market potential continues to grow for the auto component sector. And going further, newer generation automobiles will require better quality for gings. Global automotive giants are looking at India as a competent supply base and are shopping for their components here.

Capital/ Finance

During the year, the Company has not issued/allotted Equity or preference Shares.

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs. 36,380,000/-, comprising 36, 38,000 Equity shares of Rs.10/- each.

Fixed Deposits

Your Company has not accepted any deposits from public. Therefore, details relating to deposits, covered under Chapter V of the Companies Act, 2013 are not applicable to the Company.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure 1.

Transfer of Amounts to Investor Education and Protection Fund

Your Company has transferred funds lying unpaid or unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. September 18, 2014), with the Ministry of Corporate Affairs.

Details of Board meetings

During the year, 4 number of Board meetings were held, details of which are given below:

Date of the meeting No. of Directors attended the meeting

May 19, 2014 7

August 14, 2014 6

November 10, 2014 5

January 28, 2015 7

Committees of Board

The composition of the Committees of the Board of Directors has been detailed in the Corporate Governance annexure to this report

Declaration by independent directors

Mr. Pradeep Nadkarni, Mr. Ashok Jamenis, Mr. C H Naniwadekar and Mr. S Ravindran are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in section 149 of the Act and the Rules made thereunder about their status as IDs of the Company.

Directors and Key Managerial Personnel

Mrs. Rohini G Kalyani and Mr. Gaurishankar N Kalyani, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Mr. S Ravindran, Mr. Ashok R Jamenis, Mr. Pradip P Nadkarni, Mr. Umesh R Lahoti and Mr. C H Naniwadekar have been appointed as an Independent Directors for term of 5 years. Further, Mr. Umesh R Lahoti, ceases to be Director in terms of Section 167 of Companies Act, 2013 w.e.f May 29, 2015.

Also, Mr. Niteen Adhi and Mr. Amogh Barve have resigned as Chief Financial Officer and Company Secretary respectively. Ms. Anushanethri V has been appointed as Company Secretary of the Company with effect from January 28, 2015.

Formal Annual Evaluation

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

The Company commenced with the review of the best practices prevalent in the industry and evaluation of Board members. On the basis of review and the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The detailed programme for familiarisation of Independent Directors with the Company, their roles,rights, responsibilities in the Company, nature of business, AOP, business model of the Company, etc. was undertaken by the Company.

Company's policy on appointment and remuneration

The policies relating to selection of Directors and determining Directors independence and Remuneration Policy for Directors, Key Managerial Personnel and other employees is attached herewith marked as Annexure 2

Highlights on Company's policy on Sexual Harassment

As per "SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013", the highlights of the policy adopted by the company is attached herewith marked as Annexure 3

Holding and Subsidiaries

During the period under review the Company does not have any holding or Subsidiary company.

Statutory Auditors, their Report and Notes to Financial Statements

In the last AGM held on September 18, 2014, M/s. P. G. Bhagwat, Chartered Accountants have been appointed Statutory Auditors of the Company for a period of 5 years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Internal financial controls

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Cost Audit

As per the Cost Audit Orders, Cost Audit is applicable to the Company's Forging business of the Company for the FY 2014-15.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. R. A Chincholkar & Co, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2015-16. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

Secretarial audit

In terms of Section 204 of the Act and Rules made thereunder, M/sApte Joshi & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 4 to this report. The report is self-explanatory and do not call for any further comments.

Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Related party transactions

There are no related party transactions during the financial year 2014-15.

Risk Management Policy

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The detailed Risk Management Policy is available on Company's website.

Highlights of the same are enclosed in Annexure 5

Management Discussion and Analysis

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company form part of this Annual Report.

Corporate Social Responsibility (CSR)

The Company has adopted the CSR policy pursuant to Sec 135 of the Companies Act, 2013. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure 6

Highlights of Corporate Social Responsibility Policy

The Company proposes to undertake CSR projects and programmes in respect of the activities stated below with a preference to implement these projects and programmesin the areas in which it operates:

* Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

* Promoting education including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects. *

* Promoting gender equality, empowering women, setting-up homes and hostels for women and orphans; setting-up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.

* Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.

* Protection of national heritage, art and culture including restoration of buildings and sites historical importance and works of art; setting-up public libraries, promotion and development of traditional arts and handicrafts.

* Measures for the benefit of armed forces veterans, war widows and their dependents.

* Training to promote rural sports, nationally recognised sports, Paralympics Sports and Olympic Sports.

* Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government or the State Governments for socio-economic development and relief and funds for the welfare of the Scheduled Castes, theScheduled Tribes, other backward classes, minorities and women.

* Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.

* Rural development Projects.

Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure 7.

Details of establishment of vigil mechanism for directors and employees

The details of establishment of vigil mechanism for directors and employees to report genuine concerns to be disclosed.

Highlights of Whistle Blower Policy are enclosed in Annexure 8.

Corporate Governance Certificate

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The Company, in its continuous endeavor to conserve energy, has adopted various innovative measures to reduce waste and to achieve optimum utilization of energy resulting into good earning of Power Factor incentive from MSEB and in turn resulting into reduction of power cost.

(a) Conservation of energy

(i) the steps taken or impact on conservation of energy

(ii) the steps taken by the company for utilizing alternate sources of energy

(iii) the capital investment on energy conservation equipments

The Company, in its continuous endeavor to conserve energy, has adopted various innovative measures to reduce waste and to achieve optimum utilization of energy resulting into good earning of Power Factor incentive from MSEB and in turn resulting into reduction of power cost.

(b) Technology absorption

(i) the efforts made towards technology absorption

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

* Productivity improvement in both forged and machined components together with competitive quality.

* Process technology improvements to achieve competitive advantage in the business.

* Successful commercial scale up of forged and machined parts.

* Capability building for attracting new customers.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development

Total energy consumption and energy consumption per unit of production as per Form - A of the Annexure to the Rules is as given below:

Sr. Description 2014-15 2013-14 No.

1) POWER AND FUEL CONSUMPTION

I) Electricity

a) Purchased Units (KWH) 2,37,49,492 2,13,90,241

Total Amount (In. Rs) 17,95,34,612 15,33,15,307

Rate/Unit (Rs) 7.55 7.17

b) Own Generation

i) Through Diesel Generator 3,66,249 1,00,409

ii) Through Steam Generator (KWH) 0 0

II Coal 0 0

III) Fuel Oil (FO CBFS) Quantity (Ltrs.) 12,31,990 9,71,605

Total Amount (In Rs.) 4,96,74,557 4,39,14,158

Average Rate /Litre (Rs.)- FO CBFS 40.32 45.2

2) CONSUMPTION PER UNIT OF PRODUCTION

Product : high quality closed tolerance die forgings

Unit : M.T. 15,159 13,433

Electricity (KWH) 1,567 1,599.83

Fuel Oil (KL/TON) 0.08 0.07

Coal NIL NIL

Sr. Description 2012-13 No.

1) POWER AND FUEL CONSUMPTION

I) Electricity

a) Purchased Units (KWH) 2,49,14,766

Total Amount (In. Rs) 18,95,49,830

Rate/Unit (Rs) 7.61

b) Own Generation

i) Through Diesel Generator 2,05,220

ii) Through Steam Generator (KWH) 0

II Coal 0

III) Fuel Oil (FO CBFS) Quantity (Ltrs.) 12,12,903

Total Amount (In Rs.) 4,73,64,278

Average Rate /Litre (Rs.)- FO CBFS 39.05

2) CONSUMPTION PER UNIT OF PRODUCTION

Product : high quality closed tolerance die forgings

Unit : M.T. 15,179

Electricity (KWH) 1,641.4

Fuel Oil (KL/TON) 0.08

Coal NIL

(c) Research & Development (R&D)

I) Specific Areas of Research & Development

* Development of new products both in the area of Forging as well as Machined components for Domestic & Export.

* Introduced Hydraulic Die Clamping bolster on 630TP to improve Quality & Productivity.

* Ongoing Research and Development activities for Yield Improvement.

* During the year 2014-15, your Company made significant achievements in the area of Product Development. The Company developed variety of products as per the specific requirements of the Customers such as Rocker Levers, Crank Shafts, Stub Axles, Front Suspension Arm, Flanges, Double Yokes & Yoke shafts, Bracket Fan, Lobe etc.

II) Future Plan of Action:

* Research & Development in Single Minute exchange of Dies project.

* Focused development of variety of Cold Forging Components.

* Planning to commence activities in bigger size Forgings.

(d) Foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Rs. 3,97,89,292 and the total foreign exchange earned was Rs. 27,58,13,600.

(e) Technology Absorption, Adaptation and Innovation:

Through In-house Research and Development activities Company has developed Outer race forgings for Driveline assemblies with internal tracks by Warm and cold forging method. With the help of fracture split technology, the Company is now moving towards adoption of technology for critical automotive connecting rods for the overseas markets.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the statement of profit and loss account of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board Kalyani Forge Limited

Place : Pune Rohini G. Kalyani Date : 30th May, 2015 Chairperson & Managing Director

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting their 35th Annual Report on the business and operations of the Company together with audited statement of accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS :

(Rs. Millions)

Particulars Financial Year 2013-14 2012-13

Total Income 2,077.67 2,623.63

Gross Profit before depreciation 206.45 265.37

Profit after depreciation 71.57 137.26

Profit After Tax 47.79 88.28

Balance of Profit from previous year 793.69 724.88

Profit available for appropriation 841.49 813.16

Less : Transfer to General Reserve 4.78 8.83

Less : Proposed Dividend on Equity Capital 9.10 9.10

Less : Tax on above Dividend 1.55 1.55

Surplus retained in Profit and Loss A/c 826.07 793.69

2. DIVIDEND :

The Directors are pleased to recommend for approval of the members dividend of Rs. 2.5/- per equity share of Rs. 10/- each for the year ended March 31,2014 absorbing Rs. 10.64 million, including dividend distribution tax for the year 2013-14.

3. PERFORMANCE REVIEW :

During the year under review, the Company earned a total income of Rs. 2,077.67 million for the year ended March 31,2014. The net profit for the year under review has been Rs. 47.79 million.

4. DIRECTORS :

Pursuant to Section 256 of the Companies Act, 1956 read with articles 160,161 of Articles of Association of the Company and Section 152 (6) of the Companies Act, 2013 Mr. Viraj G. Kalyani and Gaurishankar N. Kalyani, Directors of the Company retire by rotation and are eligible for re-appointment at the ensuing Annual General Meeting.

The brief profile of the Directors seeking re-appointment, forms part of the Corporate Governance Report.

5. TRANSFER TO RESERVES :

The Company has transferred Rs. 4.78 Million from Profit and Loss Account to General Reserve Account.

6. STATUTORY AUDITORS

M/s. P.G. Bhagwat, Chartered Accountants (Firm Reg. No. 101118W) have completed term of four (4) years as Statutory Auditors of the Company. Section 139 of the Companies Act, 2013 and the Rules made thereunder provide that a company can appoint a firm as auditor for maximum two (2) terms of five (5) consecutive years. Accordingly, the Company can re-appoint M/s. P.G. Bhagwat for one (1) more year in this Annual General Meeting thereby completing their first term of five consecutive years. In the subsequent Annual General Meeting, the Company has option to appoint M/s. P.G. Bhagwat for another term of five (5) years.

In this regard, the Company has received a certificate from M/s. P.G. Bhagwat to the effect that their reappointment, if made, will be in accordance with section 139 (1) of the Companies Act, 2013. Your directors recommend their appointment as Statutory Auditors of the Company for the next financial year.

7. AUDITORS'' REPORT :

The observations made in the Auditors'' Report, read together with the relevant notes thereon, are self- explanatory and hence does not call for any comments under Section 217(3) of the Companies Act, 1956.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

To the best of our knowledge and belief and according to the information and explanation obtained by us, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the annual accounts for the Financial Year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014, and of the profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv) that the annual accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance is set out separately under Corporate Governance Report.

10. PARTICULARS OF EMPLOYEES :

There is no employee whose particulars are required to be given under Section 217(2A) (a) of the Companies Act 1956 read with Notification dated 31st March, 2011 by Ministry of Corporate Affairs.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Company is giving due consideration for the conservation of energy and all efforts are being made to properly utilize the energy resources.

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as applicable to the Company is given in the enclosed Annexure - I and the same forms part of this report.

In terms of the aforesaid Rules, the Company has earned foreign exchange of Rs. 415.13 million and has spent Rs. 110.78 million in foreign currency during the year.

12. NOTES ON TAXATION :

In the opinion of Directors, the provision for income tax is sufficient to meet income tax demands. Shortfall, if any, will be met, if necessary, out of reserves.

13. RESEARCH & DEVELOPMENT :

As part of Company''s overall strategy throughout the year, the Company remained focused on developing value added products for all market segments. R&D activities undertaken also focus on process cost reductions through increased yields.

Details of the R&D activities undertaken are enumerated in Annexure - I to this report.

14. APPRECIATION :

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Shareholders. Your Board would like to place on record its sincere appreciation to the employees for their dedicated efforts and contribution in playing a very significant part in the Company''s operations.

For and on behalf of the Board of Directors

Place : Pune Rohini G. Kalyani Date : 19th May, 2014 Chairperson & Managing Director

Mar 31, 2013

To The Members,

The Directors have the pleasure of presenting the Thirty Fourth Annual Report on the business and operations of the Company together with audited statement of accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS :

(Rs.Millions) Particulars Financial Year

2012-13 2011-12

Total Income 2618.69 2793.06

Gross Profit before depreciation 265.36 317.35

Profit after depreciation 137.26 198.49

Profit After Tax 88.28 134.13

Balance of profit from previous year 724.88 614.74

Profit available for appropriation 813.16 748.87

Less : Transfer to General Reserve 8.83 13.41

Less : Proposed Dividend on Equity Capital 9.10 9.10

Less : Tax on above Dividend 1.55 1.48

Surplus retained in Profit and Loss A/c 793.69 724.88

2. DIVIDEND :

Your Directors recommend dividend of Rs.2.5 per equity share of Rs.10 each (25%) for year ended 31st March, 2013.

3. PERFORMANCE REVIEW :

We are happy to report working results for the year under review. After providing for depreciation, the profit for the year is Rs.13,72,55,703

4. DIRECTORS :

Pursuant to Section 256 of the Companies Act, 1956 read with articles 160,161 of Articles of Association of the Company, Mr. C H Naniwadekar and Mr. U R Lahoti, Directors retire by rotation and are eligible for re-appointment at the ensuing Annual General Meeting.

Mr. Viraj G Kalyani was appointed as an Additional Director with effect from 17th May, 2013. As an Additional Director, Mr. Viraj G Kalyani holds office upto the date of the ensuing Annual General Meeting and being eligible, offers himself for appointment as Director afresh.

The brief profile of the Directors seeking re-appointment, forms part of the Corporate Governance Report.

5. TRANSFER TO GENERAL RESERVE :

During the year a sum of Rs. 88,28,000 has been transferred to the General Reserve Account.

6. AUDITORS :

The Auditors of the Company M/s.P.G. Bhagwat, Chartered Accountants, Pune, who retire at the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility under Section 224 of the Companies Act, 1956 for reappointment as Auditors of the Company.

7. AUDITORS'' REPORT :

The observations made in the Auditors'' Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under Section 217(3) of the Companies Act, 1956.

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the annual accounts for the Financial Year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March,2013, and of the profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv) that the annual accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock exchanges, a separate section on corporate governance practice followed by the Company, together with a certificate from the Company''s Auditors confirming compliance, is set out in the annexure forming part of this report.

10. PARTICULARS OF EMPLOYEES :

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with Notification dated 31st March, 2011 by Ministry of Corporate Affairs.

11 . ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure I to the Directors'' Report.

12. APPOINTMENT OF COST AUDITOR :

Mr. S C Jog, a Practicing Cost Accountant was appointed as Cost Auditor with the approval of Government of India to conduct cost audit of the accounts of the Company relating to for the year ended 31st March, 2013 pursuant to Section 233B of the Companies Act, 1956.

13. NOTES ON TAXATION :

In the opinion of Directors, the provision for Income ÂTax is sufficient to meet Income Tax demands. Shortfall, if any, will be met, if necessary, out of reserves.

14. RESEARCH & DEVELOPMENT :

As part of KFL''s overall strategy, throughout the year the Company remained focused on developing value added products for all market segments. R & D activities also focused on process cost reductions through increased yields.

Details of the R & D Activities undertaken are enumerated in Annexure I to this report.

15. APPRECIATION :

Your Directors would like to thank to the Bankers, Central and State Government, Stock Exchanges, other Regulatory Agencies, Investors, Shareholder and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management. Industrial relations continued to be cordial and peaceful.

For and on behalf of the Board of Director

Place : Pune Rohini G. Kalyani

Date : 17th May, 2013 Vice Chairperson & Managing Director

Mar 31, 2012

The Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company together with audited statement of accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS:

(Rs.Millions)

Particulars Financial Year (2011-12) (2010-11)

Total Income 2793.06 2617.30

Gross Profit before depreciation 317.35 213.11

Profit after depreciation 198.49 101.40

Profit After Tax 134.13 64.46

Balance of profit from previous year 614.74 563.63

Profit available for appropriation 748.87 628.09

Less : Transfer to General Reserve 13.41 4.9

Less : Proposed Dividend on Equity Capital 9.10 7.3

Less : Tax on above Dividend 1.48 1.18

Surplus retained in Profit and Loss A/c 724.88 614.7

2. DIVIDEND:

Your Directors recommend dividend of Rs. 2.50 per equity share of Rs.10 each (25%) for the year ended 31st March,2012.

3. PERFORMANCE REVIEW:

We are happy to report excellent working results for the year under review. After providing for depreciation, the profit for the year is Rs 134,134,011 This has been possible because of efficient management of various functions leading to increase in productivity and volume in operations. The fine performance of the Company during the last three years has set the tone for further expansion of the company's operations.

4. DIRECTORS:

During the year under review, there is no change in the composition of the Board of Directors of the Company.

Pursuant to Section 256 of the Companies Act, 1956 read with articles 160,161 of Articles of Association of the Company, Mr. G N Kalyani and Mr. S Ravindran, Directors retire by rotation and are eligible for re- appointment at the ensuing Annual General Meeting.

The brief profile of the Directors seeking re-appointment, forms part of the Corporate Governance Report.

5. TRANSFER TO GENERAL RESERVE:

During the year a sum of Rs 13,410,000 has been transferred to the General Reserve Account.

6. AUDITORS:

The Auditors of the Company M/s.P.G. Bhagwat, Chartered Accountants, Pune, who retire at the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility under Section 224 of the Companies Act, 1956 for reappointment as Auditors of the Company.

7. AUDITORS' REPORT:

The observations made in the Auditors' Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under Section 217(3) of the Companies Act, 1956.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the annual accounts for the Financial Year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012, and of the profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv) that the annual accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock exchanges, a separate section on corporate governance practice followed by the Company, together with a certificate from the Company's Auditors confirming compliance, is set out in the annexure forming part of this report.

10. PARTICULARS OF EMPLOYEES:

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with Notification dated 31st March, 2011 by Ministry of Corporate Affairs.

11. ENERGY CONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure I to the Directors' Report.

12. APPOINTMENT OF COST AUDITOR

Mr. S C Jog, a Practicing Cost Accountant was appointed as Cost Auditor with the approval of Government of India to conduct cost audit of the accounts of the Company relating to for the year ended 31st March, 2012 pursuant to Section 233B of the Companies Act, 1956.

13. NOTES ON TAXATION

In the opinion of Directors, the provision for Income -Tax is sufficient to meet Income Tax demands. Shortfall, if any, will be met, if necessary, out of reserves.

14. RESEARCH & DEVELOPMENT

As part of KFL's overall strategy, throughout the year the Company remained focused on developing value added products for all market segments. R & D activities also focused on process cost reductions through increased yields.

Details of the R & D Activities undertaken are enumerated in Annexure I to this report.

15. APPRECIATION:

Your Directors would like to thank to the Bankers, Central and State Government, Stock Exchanges, other Regulatory Agencies, Investors, Shareholder and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management. Industrial relations continued to be cordial and peaceful.

For and on behalf of the Board of Directors

Pune Rohini G. Kalyani

25th May, 2012 Vice Chairperson & Managing Director

Mar 31, 2011

The Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company together with audited statement of accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS:

(Rs.Millions)

Particulars Financial Year (2010-11) (2009-10)

Total Income 2617.30 1826.1

Gross Profit before Depreciation, 213.16 164.48

Profit after Depreciation 101.45 59.4

Profit for the year 67.70 39.13

Add/Less: Prior Period Adjustment -3.24 -6.03

Add: Balance of Profit from Previous Year 563.63 544.20

Profit available for appropriation 628.09 577.29

Less: Transfer to General Reserve 4.9 6

Less: Proposed Dividend on Equity Capital 7.3 6.5

Less: Tax on above dividend 1.2 1.1

Surplus retained in Profit and Loss A/C 614.7 563.6

2. DIVIDEND:

Your Directors recommend dividend of Rs.2.00 per equity share (i.e. 20%) of Rs. 10 each for year ended 31st March,2011.

3. PERFORMANCE REVIEW:

More significantly, the utilization of assets in Machine Shop improved leading to supply of value added forgings to customers. Between April, 2010 and March, 2011, the sale of value added forgings increased from Rs.101.86 million to Rs.223 Million a month. During the year the product sales mix was modified so as to exclude dies with high material consumption.

During the financial year we continued with new product development initiatives which will translate into business in the times to come.

4. DIRECTORS:

During the year under review, there is no change in the composition of the Board of Directors of the Company.

Pursuant to Section 256 of the Companies Act, 1956 read with articles 160,161 of Articles of Association of the Company, Dr. Neelkanth A. Kalyani and Mr.A.R. Jamenis, Directors retire by rotation and are eligible for re-appointment at the ensuing Annual General Meeting.

The brief profile of the Directors seeking re-appointment, forms part of the Corporate Governance Report.

5. TRANSFER TO GENERAL RESERVE:

During the year a sum of Rs 4,90,000 has been transferred to the General Reserve Account.

6. AUDITORS:

The Auditors of the Company M/s.P.G. Bhagwat, Chartered Accountants, Pune, who retire at the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility under Section 224 of the Companies Act, 1956 for reappointment as Auditors of the Company.

7. AUDITORS REPORT:

The observations made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under Section 217(3) of the Companies Act, 1956.

8. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the annual accounts for the Financial Year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March,2011, and of the profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv) that the annual accounts have been prepared on a going concern basis.

9. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock exchanges, a separate section on corporate governance practice followed by the Company, together with a certificate from the Companys Auditors confirming compliance, is set out in the annexure forming part of this report.

10. PARTICULARS OF EMPLOYEES:

There is no employee whose particulars are required to be given under section 217(2A) (a) of the Companies Act 1956 read with Notification dated 31 st March, 2011 by MCA.

11. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure I to the Directors Report.

12. APPRECIATION:

Your Directors would like to thank to the Bankers, Central and State Government, Stock Exchange, other Regulatory Agencies, Investors, Shareholder and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management. Industrial relations continued to be cordial and peaceful.

For and on behalf of the Board of Director

Rohini G. Kalyani Vice Chairperson & Managing Director

Pune

30th May, 2011

Mar 31, 2010

The Directors have pleasure in presenting their 31st Annual Report on the business and operations of the Company together with audited statement of accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS:

(Rs.Millions) Particulars Financial Year

2009-10 2008-09

Total Income 1826.10 1857.92

Gross Profit before Depreciation, 164.50 111.00

Profit after Depreciation 59.36 20.20

Profit for the year 39.13 8.40

Add/Less: Prior Period Adjustment -6.03 1.00

Add: Balance of Profit from Previous Year 544.20 542.40

Profit available for appropriation 577.30 551.80

Less :Transferto General Reserve 6.00 2.50

Less: Proposed Dividend on Equity Capital 6.55 4.40

Less: Tax on above dividend 1.11 0.70

Surplus retained in Profit and Loss A/C 563.64 544.20

2. DIVIDEND:

Your Directors recommend dividend of Rs.1.80 per equity share of Rs.10 each(18%) for year ended 31st March,2010.

3. PERFORMANCE REVIEW:

Net sales from operations increased marginally from Rs. 1611.6 Million to Rs. 1620.4 Million. The year saw first 6 months hit by economic adversities, while the last 6 months experienced a steady growth due to rigorous controls over costs necessitated by recessionary pressure resulted in increase in Profit Before Tax as a percentage of sales to 3.8% from 1.25% in the previous year. This was also impacted by reduced input material cost (51.65% against 54.8% in 2008-09). During the year the product sales mix was modified so as to exclude dies with high material consumption.

During the financial year we continued with new product development initiatives which will translate into business in the times to come.

However we could not stop increase in Net working capital to Rs. 506.7 Million (31.3% of Net Sales) as compared to Rs. 441.4 Million (27.4% of Net Sales). This was mainly due to sudden increase in the requirement of the market and in our sales schedules during Second Half of the financial year.

4. DIRECTORS:

During the year under review, there is no change in the composition of the Board of Directors of the Company.

Pursuant to Section 256 of the Companies Act, 1956 read with articles 160,161 of Articles of Association of the Company, Mr. U.R.Lahoti and Mr.Pradip Nadkarni, Directors retire by rotation and are eligible for re- appointment at the ensuing Annual General Meeting.

The brief profile of the Directors seeking re-appointment, as required to be disclosed under Clause 49 of the Listing Agreement, form part of the Corporate Governance Report.

5. FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

6. TRANSFER TO GENERAL RESERVE:

During the year a sum of Rs. 6 millions has been transferred to the General Reserve Account.

7. AUDITORS:

The existing Statutory Auditors of your Company M/S Dalai &Shah , Chartered Accountants, Mumbai have communicated to the Company their unwillingness to be re-appointed as Statutory Auditors of the Company and hence are not offering themselves for re-appointment in the ensuing Annual General Meeting.

It is proposed to appoint M/S P.G. Bhagwat, Chartered Accountants, Pune as Statutory Auditors,in place of retiring auditors,from the conclusion of this Annual General Meeting upto the conclusion of next Annual General Meeting on a remuneration as may be decided by the Board of Directors.

8. AUDITORS REPORT:

The observations made in the Auditors Report, read together with the relevant notes thereon, are self explanatory and hence does not call for any comments under Section 217(3) of the Companies Act, 1956.

9. DIRECTORSRESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of the annual accounts for the Financial Year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March,2010, and of the profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

iv) that the annual accounts have been prepared on a going concern basis.

10. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock exchanges, a separate section on corporate governance practice followed by the Company, together with a certificate from the Companys Auditors confirming compliance, is set out in the annexure forming part of this report.

11. PARTICULARS OF EMPLOYEES:

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, regarding employees is given in Annexure I to the Directors Report.

12. ENERGY CONSERVATIONJECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure II to the Directors Report.

13. APPRECIATION:

Your Directors would like to thank to the Bankers, Central and State Government, Investors and Employees of the Company and wish to acknowledge and place on record their sincere appreciation for the continuous excellent support given by them to the Company and their confidence in its management. Industrial relations continued to be cordial and peaceful.

Forand on behalf of the Board

Pune Neelkanth A. Kalyani

26th May, 2010 Chairman

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