RAJKUMAR FORGE LIMITED · 2018. 1. 3. · Members of Rajkumar Forge Limited will be held on Wednesday, September 27, 2017 at 11.00 a.m. at Poona Club Limited, 6, Bund Garden Road,

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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CORPORATE INFORMATIONBOARD OF DIRECTORS

Mr. Arun K. Jindal Non-Executive Director From 1st December, 2016 till the dateMr. Nitin Rajore Whole Time Director From 1st December, 2016 till the dateMr. R. T. Goel Non-Executive Director From 1st December, 2016 till the dateMs. Shilpa Dixit Non-Executive Director From 1st December, 2016 to 10th April, 2017Ms. Sudha Santhanam Non-Executive Director From 15th May, 2017 till the dateMr. Rajkumar Kothavale Managing Director From 22nd June, 1990 to 2nd December, 2016Mr. S. Padmanadhan Non-Executive Director From 24th April, 2006 to 2nd December, 2016Mr. Pradeep Bhargava Non-Executive Director From 28th April, 2007 to 2nd December, 2016Mr. Swastik Sirsikar Non-Executive Director From 26th August, 2006 to 2nd December, 2016Mr. Shantanu Kothavale Non-Executive Director From 31st October, 2000 to 2nd December, 2016Mrs. Ratnaprabha Kothavale Non-Executive Director From 14th February, 2015 to 2nd December, 2016

CHIEF FINANCIAL OFFICRMr. Shubham Jindal From 13th February, 2017 till the date

COMPANY SECRETARYMr. Vijay Kulkarni From 1st September, 2007 up to 31st January, 2017Ms. Shruti Khandelwal From 13th February, 2017 up to 17th May, 2017Ms. Shruti Patil From 29th May, 2017 till the date

REGISTERED OFFICE FACTORY OFFICE28/1, Kharadi Village, Gat No. 357, Kharabwadi,Off Pune Nagar Road, Chakan – Talegaon Road,Pune – 411 014 Chakan – 410 501Phone : 020 - 67310700/01/02 Taluka – Khed, District - PuneEmail : [email protected] Phone : 91(02135) 671400, 671424Website: www.rkforging.com

STATUROY AUDITORS BANKERSM/s Gokhale, Tanksale and Ghatpande HDFC BankChartered Accountants Bank of Baroda

INTERNAL AUDITORSM/s Pradeep. K. Lodha & Co.Chartered Accountants

SECRETARIAL AUDITORSGaurav NashikkarPracticing Company Secretary

SHARE TRANSFER AGENTLink Intime India Pvt LimitedBlock no. 202, Akshay Complex,Near Ganesh Temple, off Dhole Patil Road, Pune - 411 001Phone : 020 26160084, 26161629Fax : 020 26163503E-mail ID:[email protected]:www.linkintime.co.in

CONTENTS PAGE NO.

Notice 3

Instructions and other Information relating To E-voting 10

Management Discussion and Analysis 12

Board’s Report 14

Report on Corporate Governance 33

Independent Auditor’s Report 43

Balance Sheet 46

Profit and Loss Account 47

Cash Flow Statement 48

Notes forming part of financial statements 49


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NOTICENotice is hereby given that the 27th Annual General Meeting of the Members of Rajkumar Forge Limited will be held on Wednesday, September 27, 2017 at 11.00 a.m. at Poona Club Limited, 6, Bund Garden Road, Pune – 411 001 to transact the following business:ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Financial

Statements of the Company for the financial year ended March 31, 2017 together with Reports of the Auditors and Directors thereon.

2. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), read with the Companies (Audit & Auditors) Rules, 2014 and pursuant to the recommendations of the Audit Committee & Board of Directors, M/s. Gokhale, Tanksale & Ghatpande, Chartered Accountants (Firm Registration No. 103277W) who were appointed as Statutory Auditors at the Extra Ordinary General Meeting of the Company held on January 31, 2017 to fill in the casual vacancy caused by resignation of M/s. Haribhakti & Co. LLP and who holds office till this Annual General Meeting, be and are hereby appointed as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of this Annual General Meeting (AGM) till the conclusion of 32nd Annual General Meeting to be held in the financial year 2022-23 subject to ratification of their appointment at every Annual General Meeting of the Company and at a remuneration to be decided by the Board of Directors of the Company in consultation with the Auditors plus applicable tax and out of pocket expenses.”

SPECIAL BUSINESS:3. To consider and if thought fit, to pass, with or without

modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 161 and all other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr. Arun Krishankumar Jindal (DIN : 00121523), who was appointed as an Additional Director with effect from December 1, 2016 and who holds the office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member along with deposit by Cheque under Section 160 of the Companies Act, 2013, proposing his candidature for the office of director of the Company be and is hereby appointed as Director and shall be liable to retire by rotation.”


“RESOLVED THAT pursuant to the provisions of Section 161 and all other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr. Nitin Shyam Rajore (DIN : 01802633), who was appointed by the Board of Directors as an Additional Director of the Company

with effect from December 1, 2016 and who holds the office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member along with the deposit by Cheque under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director be and is hereby appointed as a Director of the company and shall be liable to retire by rotation.”


“RESOLVED THAT pursuant to the provisions of Section 161 and all other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr. Ratanlal Tikaram Goel (DIN: 07663394), who was appointed as an Additional Director with effect from December 1, 2016 and who holds the office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member along with deposit by Cheque under Section 160 of the Companies Act, 2013, proposing his candidature for the office of director of the Company be and is hereby appointed as Director and shall be liable to retire by rotation.”

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. Ratanlal Tikaram Goel (DIN: 07663394), a Non- Executive Director of the Company who has submitted a declaration that he meets the criteria for independence as provided in Section 149 (6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company to hold office for the period of 5 (five) consecutive years with immediate effect.

RESOLVED FURTHER THAT Mr. Ratanlal Tikaram Goel (DIN: 07663394) be paid such fees as the Board may approve from time to time and subject to such limits, prescribed or as may be prescribed from time to time.”


“RESOLVED THAT pursuant to the provisions of Section 161 and all other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Ms. Sudha Santhanam (DIN : 06579108), who was appointed as an Additional Director with effect from May 15, 2017 and who holds the office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member along with deposit by Cheque under Section 160 of the Companies Act, 2013, proposing his candidature for the office of director of the Company be and is hereby appointed as Director and shall be liable to retire by rotation.”

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment


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thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Ms. Sudha Santhanam (DIN : 06579108), a Non- Executive Director of the Company who has submitted a declaration that she meets the criteria for independence as provided in Section 149 (6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company to hold office for the period of 5 (five) consecutive years with immediate effect.

RESOLVED FURTHER THAT Ms. Sudha Santhanam (DIN : 06579108) be paid such fees as the Board may approve from time to time and subject to such limits, prescribed or as may be prescribed from time to time.”

7. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Special Resolution:

“RESOLVED THAT pursuant to Regulation 31A and other relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions of the Companies Act, 2013 (‘Act’) read with the Rules framed there under (including any statutory modification(s) or re-enactment thereof), the approval of the members be and is hereby accorded for re-classification of the following promoters of the company from Promoter category to Public category:

Sr. No.

Name Shareholding as on 31.03.2017

1 Kothavale Anil Annash 1200002 Kothavale Shashikant 554003 Anil A Kothavale 515004 Kothavale Tripti Ravindra 500005 Kothavale Basava 40006 Avinash A Kothavale 515007 Kothavale Manu Ravindra 50000

RESOLVED FURTHER THAT the approval of the members of the Company be and is hereby also accorded for re-classification from Promoter category to Public category of Rajkumar Shankarrao Kothavale, Shantanu R. Kothavale, Amit Prabhakar Kore, Deepti P. Kore, Preeti P. Kore, Kore Prabhakar, Asha Prabhakar Kore, Deepti Avinash Aradhye, Ratnaprabha R. Kothavale, Swastik Sirsikar, Shailaja Sirsikar, Swami Sirsikar Mahadevi, Preeti Karan Dodwad, Prabhakar Shankarrao Kothavale, Kishori Kothavale, the erstwhile promoters who pursuant to Share Purchase Agreement executed between Rajkumar Kothavale along with the other outgoing promoters with Western India Forgings Private Limited, Mr. K. B. Jindal and Mr. Arun Jindal, and subsequently have sold and transferred their entire shareholding and ceased to be promoters of the Company.

RESOLVED FURTHER THAT the above promoters seeking re-classification along with its affiliates, if any and person acting in concert do / will not:i. have any special rights through formal or informal

agreements;ii. hold more than 10% of the paid-up capital of the Company;iii. act as a Key Managerial Person for a period of more than

three years from the date of Shareholders approval. on meeting of the above conditions the existing promoters of

the Company shall cease to be the promoters of the company.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby severally authorized to take all necessary steps in this regard in order to facilitate the legal and/ or procedural formalities and to do all such acts, deeds and things as it may, in its absolute discretion, deem necessary for such purpose and to settle any questions, difficulties or doubts that may arise in this regard and to make such representation/ filings to the Stock Exchanges as may be necessary or desirable, in order to give effect to this resolution.”


“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to the undernoted subsisting contracts already entered into or to be entered into and further authorized to deal in related party transaction(s) as under:

Sr. No.

Name of the

Related Party

Nature of Transaction

Aggregate amount of

transaction in a year

Duration of Agreement

1 Western India Forgings Private Limited

A. Sale, supply / purchase of goods, materials;

B. Sale or otherwise dispose of or buy, lease of Property of any kind;

C. Rendering / availing of any services;

D. Appointment of related party to any office or place of profit.

50 crores 5 years

2 Orient Preci-sion Engi-neering Private Limited

A. Sale, supply / purchase of goods, materials;

B. Sale or otherwise dispose of or buy, lease of Property of any kind;

C. Rendering / availing of any services.

50 crores 5 years

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may deem necessary, and to execute all necessary documents.”


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“RESOLVED THAT pursuant to the provisions of Section 20 of the Companies Act, 2013, for delivery of any documents through a particular mode of delivery, the fees to be charged to the shareholder(s) who request for such specific delivery be and are hereby fixed at the actual cost of each such delivery or such fees as may be decided by the Board of Directors from time to time.”

10. To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions of the Companies Act, 2013, the Regulations contained in the draft of the new set of Articles of Association placed before the meeting and initialed by the Company Secretary for the purpose of identification be and the same is hereby adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the present Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company (including a Committee thereof) or Chief Financial Officer or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be necessary to give effect to this resolution.

By Order of the BoardFor RAJKUMAR FORGE LIMITED

NITIN RAJOREWhole Time DirectorDIN: 01802633

Place: PuneDate: August 11, 2017

NOTES:1) The Explanatory Statement pursuant to Section 102(1) of the

Companies Act, 2013 with respect to the Special Business under Items No. 3 to 10 as set out in the Notice is annexed herewith.

2) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.

3) THE PROXY IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING. Proxies submitted on behalf of companies, societies, etc. must be supported by appropriate resolutions/ letter of authority as applicable. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or member.

4) Members / Proxies should bring the duly filled Attendance Slip at the Annual General Meeting (AGM). Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote on their behalf at the Meeting.

5) The relevant documents referred into the accompanying Notice and Statement are open for inspection by the Members at the Registered Office of the Company on all working days during normal business hours up to the date of the meeting and also at the AGM.

6) The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the Members at the AGM. The Register contracts or arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the Members at the AGM.

7) Pursuant to the provisions of Section 91 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Thursday, September 21, 2017 to Wednesday, September 27, 2017(both days inclusive) for determining the names of the Members eligible for final dividend on Equity Shares, if declared at the AGM.

8) Members holding shares in dematerialized form are requested to intimate the change in address, bank details etc. with their respective Depository Participants. Members holding shares in physical form are requested to intimate change of address to Link Intime India Private Limited, Registrar and Share Transfer Agent of the Company having its office at Block No. 202, Second Floor, Akshay Complex, Dhole Patil Road, Pune – 411001.

9) Members may avail the facility of dematerialization of equity shares by opening demat accounts with Depository Participants of either National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL) and get the equity shares dematerialized. The ISIN No. of the Company is INE-013J01016.

10) As per the provisions of Section 72 of the Act and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed form SH-13 with the Company’s Registrar and Share Transfer Agent. In respect of shares held in demat form, the nomination form may be filed with the respective DP.

11) Members wishing to claim dividends, which remain unclaimed are requested to correspond with Link Intime India Private Limited, Registrar & Share Transfer Agent. Members are requested to note that dividends not claimed within seven years from the date of the transfer to the Company’s Unpaid Dividend Account, will as per Section 124 of the Companies Act, 2013 (Section 205A of the erstwhile Companies Act, 1956) be transferred to the Investor Education and Protection Fund.

12) In case of Joint-holders attending the meeting only such Joint-holder who is higher in the order of names in the Register of Members of the Company will be entitled to vote.

13) To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to register the same with Link Intime/Depositories.

14) Sections 101 and 136 of the Companies Act, 2013 read with rules made thereunder, permit the listed companies to send the notice of Annual General Meeting and the Annual Report, including financial statements, Board’s Report, etc. by electronic mode. The Company is accordingly forwarding soft copies of the above referred documents to all those members who have registered their email IDs with their respective depository participants or with Company’s RTA i.e. Link Intime India Private Limited at [email protected]


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15) To receive members’ communications through electronic means, including Annual Reports and notices, members are requested to kindly register/update their email IDs with their respective depository participants, where shares are held in electronic form. However, if shares are held in physical form, members are advised to register their email IDs with Link Intime India Private Limited at [email protected].

16) Non-Resident Indian Members are requested to inform the Company/Depository Participant, immediately of:a. Change in their residential status on return to India for

permanent settlement.b. Particulars of their bank account maintained in India

with complete bank name, branch, account type, MICR number, account number and address of the bank with pin code number, if not furnished earlier.

17) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (“PAN”) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

18) Members, who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names, are requested to send the Share Certificate(s) to the Company for consolidation into a single folio.

19) The Notice of the AGM along with the annual report for the year 2016-17 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless the Member has requested for a physical copy of the same. For Members who have not registered their email addresses, physical copies are being sent by the permitted mode.

20) The instructions pertaining to the voting by the shareholders have been mentioned under the instructions on voting by electronic means.

21) In compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Companies Act, 2013 and Rule 20 of the Companies

(Management and Administration) Rules, 2014, as amended, the Members are provided with the facility to cast their vote electronically, through electronic voting (e-voting) services provided by Central Depository Services Limited (“CDSL”), on all the resolutions set forth in the Notice. The instructions of electronic voting are given herein below. The Company will send communication relating to remote e-voting which inter alia would contain details about User ID and Password along with a copy of this Notice to the Members separately.

22) The Company has paid annual Listing Fees to BSE Limited for the financial year 2017-18.

23) The route map for the venue of Annual General Meeting forms part of this notice.

24) Mr. Gaurav Nashikkar, Practicing Company Secretary (C.P. No. 13967) has been appointed as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.

25) The Annual Report for the year 2016-17 of the Company circulated to the members of the Company will be made available on the Company’s website at www.rkforging.com and also on the website of the stock exchange at www.bseindia.com.

26) Members, who still hold shares in physical form are advised to dematerialize their shareholding to avail the numerous benefits of dematerialization, which include easy liquidity, ease of trading & transfer, savings in stamp duty and elimination of any possibility of loss of documents and bad deliveries. The ISIN No. of the Company is INE013J01016.

27) All documents referred to in the Notice will be available for inspection at the Company’s registered office during normal business hours on all working days up to date of the AGM.

By Order of the BoardFor RAJKUMAR FORGE LIMITED

NITIN RAJOREWhole Time DirectorDIN: 01802633

Place: PuneDate: August 11, 2017


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ITEM NO. 3The Board of Directors of the Company at their meeting held on December 1, 2016 had appointed Mr. Arun Krishankumar Jindal as an Additional Director of the Company. As per the provisions of Section 161(1) of the Companies Act, 2013, Mr. Arun Krishankumar Jindal can hold office only up to the date of the ensuing Annual General Meeting.With respect to the same, the Company has received a notice in writing from a member of the Company along with the deposit by Cheque pursuant to the provisions of Section 160(1) of the Companies Act, 2013 proposing his candidature for the office of Director of the Company.The Board recommends ordinary resolution set out in item no. 3 of the accompanying Notice for approval of the Members.The brief profile of Mr. Arun Krishankumar Jindal is given at the end of this notice.Except Mr. Arun Krishankumar Jindal being an appointee and Mr. Shubham Jindal none of the Directors / Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item no. 3 of the Notice.ITEM NO. 4The Board of Directors of the Company at their Meeting held on December 1, 2016 had appointed Mr. Nitin Shyam Rajore as an Additional Director of the Company. As per the provisions of Section 161(1) of the Companies Act, 2013, Mr. Nitin Shyam Rajore can hold office only up to the date of the ensuing Annual General Meeting.With respect to the same, the Company has received a notice in writing from a member of the Company along with the deposit by Cheque pursuant to the provisions of Section 160(1) of the Companies Act, 2013 proposing his candidature for the office of Director of the Company.The Board recommends ordinary resolution set out in item no. 4 of the accompanying Notice for approval of the Members.The brief profile of Mr. Nitin Shyam Rajore is given at the end of this notice.Except Mr. Nitin Rajore being an appointee, none of the Directors / Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item no. 4 of the Notice.ITEM NO. 5The Board of Directors of the Company at their Meeting held on December 1, 2016 had appointed Mr. Ratanlal Tikaram Goel as an Additional Director of the Company. As per the provisions of Section 161(1) of the Companies Act, 2013, Mr. Ratanlal Tikaram Goel can hold office only up to the date of the ensuing Annual General Meeting.With respect to the same, the Company has received a notice in writing from a member of the Company along with the deposit by Cheque pursuant to the provisions of Section 160(1) of the Companies Act, 2013 proposing his candidature for the office of Director of the Company in Independent category pursuant to the provisions of Section 149 and any other applicable provisions of the Companies Act, 2013.Considering the wide professional experience of Mr. Goel in the finance, auditing and taxation of corporate sector, the management is of opinion that his experience will prove beneficial for overall development of the Company.The Board recommends ordinary resolution set out in item no. 5 of the accompanying Notice for approval of the Members.The brief profile of Mr. Ratanlal Tikaram Goel is given at the end of this notice.Except Mr. Ratanlal Tikaram Goel being an appointee, none of the Directors / Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the

Ordinary Resolution set out at Item nos. 5 of the Notice.ITEM NO. 6The Board of Directors of the Company at their Meeting held on May 15, 2017 had appointed Ms. Sudha Santhanam as an Additional Director of the Company. As per the provisions of Section 161(1) of the Companies Act, 2013, Ms. Sudha Santhanam can hold office only up to the date of the ensuing Annual General Meeting.With respect to the same, the Company has received a notice in writing from a member of the Company along with the deposit by Cheque pursuant to the provisions of Section 160(1) of the Companies Act, 2013 proposing her candidature for the office of Director of the Company in Independent category pursuant to the provisions of Section 149 and any other applicable provisions of the Companies Act, 2013.The management is of opinion that, Ms. Santhanam, being a Chartered Accountant and Company Secretary will be in a position to render professional and legal advises to the Company which will be useful for the Company.The Board recommends ordinary resolution set out in item no. 6 of the accompanying Notice for approval of the Members.The brief profile of Ms. Sudha Santhanam is given at the end of this notice.Except Ms. Sudha Santhanam, being an appointee, none of the Directors / Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item no. 6 of the Notice.ITEM NO. 7The members may note that the promoters have requested to be classified in to Public category. To re-classify Mr. Rajkumar Kothavale and other promoters of the Company to Public category prior consent is required by members of the Company as per Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The below mentioned promoters group do not hold any interest in the company other than their shareholding. Below are the promoters as per previous Annual Return for the financial year 2015-16 and their respective Shareholding Pattern filled by the Company with Bombay Stock Exchange for the quarter and year ended March 31, 2017.

Sr. No.

Name Shareholding as on 31.03.2017

1 Kothavale Anil Annash 1200002 Kothavale Shashikant 554003 Anil A Kothavale 515004 Kothavale Tripti Ravindra 500005 Kothavale Basava 40006 Avinash A Kothavale 515007 Kothavale Manu Ravindra 500008 Rajkumar Shankarrao Kothavale 09 Shantanu R Kothavale 0

10 Amit Prabhakar Kore 011 Deepti P. Kore 012 Preeti P. Kore 013 Kore Prabhakar 014 Asha Prabhakar Kore 015 Deepti Avinash Aradhye 016 Ratnaprabha R. Kothavale 017 Sirsikar Swastik 018 Sirsikar Shailaja 019 Swami Sirsikar Mahadevi 020 Preeti Karan Dodwad 021 Prabhakar Shankarrao

Kothavale0

22 Kishori Kothavale 0

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013


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The Board of Directors of the Company vide their resolution dated December 5, 2016 have noted and taken on record the reclassification of outgoing promoters to Public category.Approval of members of the Company is being sought for reclassification of promoters from the above list who hold shares as on 31.03.2017 and remove the name of those promoters who have ceased to be member of the Company pursuant to selling of their shares as per Share Purchase Agreement. Accordingly, the said Special Resolution is placed for your approval.Except Mr. Arun Jindal and Mr. Shubham Jindal, none of the Directors / Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Special Resolution set out at Item no. 7 of the Notice.ITEM NO. 8Your Company is engaged in business of manufacturing medium and heavy open die forgings for the domestic and export market and pursuant to takeover of Company’s stake by new promoters and disclosure received from directors, M/s Western India Forgings Pvt Ltd (WIFPL) and M/s Orient Precision Engineering Private Limited (OPEPL) are related parties to the Company as per the provisions Companies Act, 2013.Since the Company, WIFPL and OPEPL are engaged in the same line of business, there are business transaction which in the ordinary course of its business are being transacted by the Company with the above mentioned related parties at arm’s length and similar transactions shall also be carried out in future, details of the transactions provided in the table below.As per Regulation 23 of SEBI (Listing Obligations and Discourse Requirements) Regulations, 2015, a transaction with a related party shall be considered material, if the transaction / transactions to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the Company as per the last Audited Financial Statements of the Company. Since the Company is carrying out the transactions on a continual basis, which shall exceed the threshold limit as mentioned in SEBI (Listing Obligations and Discourse Requirements) Regulations, 2015, which require approval of the Members of the Company. The key details as required under Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 are as below:1. Name of the related party and nature of relationship:

i. Western India Forgings Private Limited : Holding Companyii. Orient Precision Engineering Private Limited : Fellow

Subsidiary2. Applicability of the agreement / arrangement is subject to

statutory approval, if any: Not Applicable3. Notice period for termination: Based on various Contracts.4. Manner of determining the pricing and other commercial terms:

Based on commercial negotiations, on arm’s length basis, as far as possible and in tune with market parameters.

5. Disclosure of interest: Except Mr. Arun Jindal and Shubham Jindal, none of the other Directors / Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise.

6. Duration – 5 years7. Monetary value: Estimated values as mentioned in the Resolution.

8. Nature, material terms and particulars of the arrangement :

Name of the Company

Nature of Contract / arrangement

Western India Forgings Private Limited

Sale, supply / purchase of goods, materialsSale or otherwise dispose of or buy, lease of Property of any kind;Rendering / availing of any servicesAppointment of related party to any office or place of Profit.

Orient Precision Engineering Private Limited

Sale, supply / purchase of goods, materialsSale or otherwise dispose of or buy, lease of Property of any kind;Rendering / availing of any services

9. Any other information relevant or important for the Members to make a decision on the proposed transaction: None.

Except Mr. Arun Jindal and Shubham Jindal, none of the other Directors / Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item no. 8 of the Notice.Accordingly the Board recommends the Ordinary Resolution set out at Item No. 8 of the Notice for approval by the Members of the Company.ITEM NO. 9Pursuant to the Section 20 of the Companies Act, 2013, the Company can decide the fees/charges to be charged to/ recovered from the Shareholders for sending the documents, notices, Annual Reports, correspondence related to Company through a particular mode as may be requested by the Shareholders. The proposed Ordinary Resolution is put up for the approval of Shareholders to enable the Company to charge/recover the costs of sending the documents through a particular mode of delivery requested by any shareholder.None of the Directors / Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out at Item No. 9 of the Notice.Accordingly the Board recommends the Ordinary Resolution set out at Item No. 9 of the Notice for approval by the Members of the Company.ITEM NO. 10The Articles of Association of the Company as currently in force were originally adopted when the Company was incorporated under the Companies Act, 1956 and further amendments were adopted pursuant to the provisions under the Companies Act, 1956, from time to time, over the past several years.Substantive changes made through the amended Companies Act, 2013 require suitable changes in the existing Articles of Association of the Company. Further, the references to the specific sections of the Companies Act, 1956 in the existing Articles of Association, being no longer in conformity with the sections in Companies Act, 2013, hence such references require changes.Accordingly, the Company proposes to approve and adopt a new set of Articles of Association prepared in consonance with the provisions of the Companies Act, 2013 and Rules made thereunder.Save and except the above, none of the Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 10 of the Notice.The Board recommends passing of the resolution as set out under Item No. 10 for approval of the members as special resolution.A copy of the existing Articles of Association and of the proposed new set of Articles of Association will be open for inspection by Members at the Registered Office of the Company during normal business hours on all working days.


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The details of Director’s seeking appointment at the forthcoming Annual General Meeting (pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 issued by The Institute of Company Secretaries of India, are furnished below:-

Name of Director Mr. Arun JindalDIN 00121523Date of birth and age 11th November, 1960 and 56 yearsDate of appointment 1st December, 2016Expertise in specific Professional areas Over 35 years of experience in forging business.Qualifications B.E. (Mechanical)List of other Companies in which Directorship held 1) Western India Forgings Private Limited

2) Kran Radar Private Limited3) Orient Precision Engineering Private Limited

Chairman/Member of the Committee of Board other Companies Western India Forgings Private LimitedCorporate Social Responsibility Committee ChairmanVigil Mechanism Committee Member

Number of Shares held in the Company 6,00,000Relationship between Directors inter se None

Name of Director Mr. Nitin RajoreDIN 01802633Date of birth and age 9th May, 1961 and 56 yearsDate of appointment 1st December, 2016Expertise in specific Professional areas Experience of 36 years in the field of Manufacturing, which includes

overall management and administration and Finance.Qualifications B.SC (Chemistry) HonsList of other Companies in which Directorship held 1) Tristar Polymers Private Limited

2) Matushree Holdings Private Limited3) Orient Precision Engineering Private Limited

Chairman/Member of the Committee of Board other Companies

NIL

Number of Shares held in the Company 500Relationship between Directors inter se None

Name of Director Mr. R. T. GoelDIN 07663394Date of birth and age 9th February, 1962 and 55 yearsDate of appointment 1st December, 2016Expertise in specific Professional areas Professional experience of more than 32 years in the field of Financial

Management, Accounting, Auditing, Taxation, Corporate Laws, Project Financing, Budgeting, MIS, Statutory Compliances etc.

Qualifications Chartered Accountant and Company SecretaryList of other Companies in which Directorship held NILChairman/Member of the Committee of Board other Companies NILNumber of Shares held in the Company NILRelationship between Directors inter se None

Name of Director Ms. Sudha SanthanamDIN 06579108Date of birth and age 28th May, 1959 and 58 yearsDate of appointment 15th May, 2017Expertise in specific Professional areas Over 30 years of experience in corporate laws.Qualifications Chartered Accountant and Company SecretaryList of other Companies in which Directorship held NILChairman/Member of the Committee of Board other Companies NILNumber of Shares held in the Company NILRelationship between Directors inter se None


10

AGM VENUE ROUTE MAP

THE INSTRUCTIONS FOR SHAREHOLDERS VOTING ELECTRONICALLY ARE AS UNDER:Pursuant to the provisions of Section 108 of the Companies Act, 2013, Rule 20 and Rule 21 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote at the (AGM) by electronic means and the business may be transacted through e-voting services provided by Central Depository Services Limited (CDSL). The facility for voting through ballot/ polling will also be made available at the venue of the AGM. Members who have voted electronically through remote e-voting may attend the AGM but shall not be allowed to vote at the AGM.Procedure / Instructions for e-voting are as under:(i) The remote e-voting period begins on Sunday, September 24, 2017 (9:00 a.m. IST) and ends on Tuesday, September 26, 2017

(5:00 p.m. IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Thursday, September 21, 2017 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.(iii) Click on Shareholders.(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company,

then your existing password is to be used.


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(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders

as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository Participant are requested to use the

first two letters of their name and the 8 digits of the sequence number which is mentioned in address label as Sr. No. affixed on Annual Report, in the PAN field.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login.• If both the details are not recorded with the depository or company please enter the member id / folio number

in the Dividend Bank details field as mentioned in instruction (iv).(viii) After entering these details appropriately, click on “SUBMIT” tab.(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in

demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.(xi) Click on the EVSN for Rajkumar Forge Limited on which you choose to vote.(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the

option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to

confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.(xvii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot

Password & enter the details as prompted by the system.(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting

app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after June 30, 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xix) Note for Non – Individual Shareholders and Custodiansa) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.

com and register themselves as Corporates.b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@

cdslindia.com.c) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User

would be able to link the account(s) for which they wish to vote on.d) The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they

would be able to cast their vote.e) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any,

should be uploaded in PDF format in the system for the scrutinizer to verify the same.(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting

manual available at www.evotingindia.com, under help section or write an email to [email protected].(xxi) In case of any grievances in connection with voting by electronic means the shareholders can contact Ms. Shruti Patil, Company

Secretary at her email [email protected] or contact her at 020 - 67310715.(xxii) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and

register themselves, link their account(s) which they wish to vote on and then cast their vote. They should upload a scanned copy of the Board Resolution/Authority letter in PDF format in the system for the scrutinizer to verify the same. Further, they are requested to send the scanned copy of the Board Resolution/ Authority letter to the email id of Scrutinizer ([email protected]), RTA ([email protected]) and Company ([email protected]).

Mr. Gaurav Nashikkar, Practicing Company Secretary (C.P. No. 13967) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

The Results shall be declared within 48 hours after the AGM of the Company and the resolutions will be deemed to be passed on the AGM date, subject to receipt of the requisite number of votes in favor of the resolutions. The results declared along-with the Scrutinizer’s Report shall be placed on the website of the Company www.rkforging.com and on the website of CDSL www.evotingindia.com and the same shall also be communicated to BSE Limited.


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1. Indian Economy: India marching towards Developed Nation clubbed

with enthralled government initiative like Make in India, Facilitating Ease of Doing Business has emerged as the fastest growing major economy in the world as per the Central Statistics Organization (CSO) and International Monetary Fund (IMF). India’s economic growth has been pegged at 6.5 per cent for the current fiscal viz. FY 2016-2017, down from 7.6 per cent recorded in the last financial year, but is expected to rebound in the range of 6.75-7.5 per cent in 2017-18.

India’s gross domestic product (GDP) grew by 7 per cent year-on-year in October-December 2016 quarter, which is the strongest among G-20 countries, as per Organization for Economic Co-operation and Development (OECD) Economic Survey of India, 2017. Increasing awareness of Compliance and willingness to disclose the income and pay tax has contributed in sturdy cash collection during the year. The tax collection figures between April 2016 and January 2017 show an increase in Net Indirect taxes by 16.9 per cent and an increase in Net Direct Taxes by 10.79 per cent year-on-year, indicating a steady trend of healthy growth.

India is expected to be the third largest consumer economy as its consumption may triple to US$ 4 trillion by 2025, owing to shift in consumer behavior and expenditure pattern, according to a Boston Consulting Group (BCG) report; and is estimated to surpass USA to become the second largest economy in terms of purchasing power parity (PPP) by the year 2040, according to a report by Price Waterhouse Coopers.

2. Indian Forgings Industry: Indian Forgings Industry being a catalyst in the growth of the

Indian Manufacturing sector especially automobile industry as well as other industries such as general engineering, construction equipment, oil, gas and power. The Indian forging industry is well recognized globally for its technical capabilities and Quality Standards.

With an installed capacity of around 37.7 lakh MT, Indian forging industry has a capability to forge variety of raw materials like carbon steel, alloy steel, stainless steel, super alloy, titanium, aluminum etc.

Based on their installed capacity, the forging units may be classified as very large (capacity above 75,000 MT), large (capacity above 30,000 to 75,000 MT), medium (capacity above 12,500 to 30,000 MT), small (capacity less than 5,000 to 12,500 MT). Based on this classification it is seen that about 87% of the total number of units are small, while only about 5% can be classified as very large and large units; the balance of about 8% constitute the medium sized units. The forging Industry of India provides direct employment to about 95,000 people.

Out of the Total Forging Production nearly 61% is supplied to Auto Sector and the rest to Non-Auto Sector. As major consumer of forgings products there is a direct relationship between Indian Automobile Industry and Indian Forging Industry.

MANAGEMENT DISCUSSION & ANALYSIS REPORT The Indian forgings Industry has made rapid strides

and currently, not only meets almost all the domestic demand, but has also emerged as a large exporter of forgings arising from increasing opportunities due to growing trend among global automotive OEM’s (Original Equipment Manufacturers) to outsource components from manufacturers in low-cost countries, like India. As a result, the industry has been making significant contributions to country’s growing exports. In order to reduce the impact of direct relationship with auto sector, the industry plans to diversify into non-automotive sectors.

3. Opportunities and Threats: With the booming organized Greenfield industries due to

liberalized and simplified the Foreign Direct Investment (FDI) policy in sectors like Defence, railway infrastructure and Government of India’s Make In India and Start-up India initiatives has created oceans of opportunities for Forgings Products. Your Company’s (RFL’s) Quality and time bound supplies have an edge over the Competitors in the new opportunities to come in near future. RFL’s opportunity to penetrate the new sectors like Oil and Gas Sector, Defence, Mining, etc. in domestic as well as the overseas has increased manifolds with the technical expertise, goodwill and long standing by the holding Company.

RFL’s forecasted high opportunity for demands from various sectors may get affected due to cyber-attack like recent ransomware attack, geological and political constraints. High volatility due to demand supply and technological obsolesces and huge competitions from low-cost of manufacturing countries like China, Korea, Brazil have also added to the list of threats to the opportunities foreseen by the Company.

4. Outlook: With Indian Economy anticipated to grow by 6.75-7.5 per

cent in forthcoming year (2017-18), and Governments initiative Make in India making its way forward by increase in manufacturing industries in India, the Company expects a growth in sales and customer base.

Global steady interest rates of borrowings coupled with falling interest rates in India, implementation of Goods and Service Tax, Liberalizing norms for enabling ease of doing business and Globally crude oil anticipated to be in the range of $50 to $60 per barrel in the near future is expected to be fruitful for Company’s growth.

With Great Opportunities comes great threats as the both Opportunities and Threats are two side of same coin. “Threat is Opportunity inside out” is the perception of Rajkumar Forge towards threats which shall convert if not eradicate completely the threats as merely an hurdle which can be overcomed by focusing on Quality and Customer satisfaction which is vision of your Company.

5. Key Risks to business and concerns and steps taken to mitigate impact of risks.

Risk being integral part of any business which can never be eliminated.

We at Rajkumar Forge are on continuous review and revision on our Risk Management Policy. Amongst the risk most prominent are:


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• Over-dependency over single Sector- RFL is forecast’s to diversify the sector catered in order to mitigate the risk of loss of business due to over dependency of single sector.

• Foreign Competition: Indian Forging Industry facing extreme competition from Chinese due to supply by Chinese for less than 20% lower price than that of Indian Prices. This is majorly because of low rate availability of Raw Material and technological advancement. RFL is keen on efficient utilization of available resources and minimizing financial cost which in result into Competitive pricing.

• Other General Risks include increasing raw material prices, inadequate supply of power, and shortage of skilled manpower.

RFL strives to timely identification of the probable risks and initiating timely assessment and analysis which helps in mitigating the effects of risk to the business of Company.

6. Internal control systems and their adequacy: The company has adequate and internal control system

to ensure safeguarding of the company’s assets against loss and to have proper policies and controls to ensure that all the transactions are authorized, recorded and reported correctly. An extensive exercise of internal audit, periodical review by the management strengthen the above procedures. We also reinforced and adopted Internal Financial controls prescribed under new Companies Act, 2013.

7. Financial and Operational Performance: Detailed financial information is available in the Director’s

report and attached financial statements. For the past 2 Years as the erstwhile promoters were in

discussions with buyers for selling out their stake, which created lack of confidence in stability of Company’s

Management by the customers resulted into drop in intake of orders which in turn affected the operations of the Company.

Rajkumar Forge’s Performance during the last quarter of financial year gained momentum after acquisition of substantially stake by Western India Forgings Pvt Ltd, a Company with more than 35 years of worldwide recognition in Open-Die, Close Die and Ring-Rolled Forgings. With strong management in place Rajkumar Forge’s operations are forecasted to grow with increase of customer base and volume in domestic as well as international market.

8. Material Developments in Human Resources / Industrial relations :

The year completed has witnessed some major changes in Human Resource of Rajkumar Forge due to change in Management. But, due to healthy relations nurtured with the Human Resource, Company was able to retain senior employees by building same degree of trust by the new Management. Rajkumar Forge has been providing best training and work environment to enable its Human Resources to explore their abilities and grow by simultaneously contributing towards Company’s growth.

9. Cautionary Statement: Statements made in this report describing the company’s

projections, estimates, expectations or predictions may be “forward looking’ within meaning of applicable securities laws and regulations. Actual results may differ from such estimates whether expressed or implied. Factors which would make a significant difference to the company’s operations include changes in Government regulations and tax laws economic conditions affecting demand/supplies and other environmental factors over which the company does not have control.


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DIRECTORS’ REPORTToThe Members,Your Directors are pleased to present the Twenty Seventh Annual Report and Audited Financial Statements for the year ended 31st March, 2017.

FINANCIAL HIGHLIGHTS:(` in Lakhs)

Particulars 31.03.2017 31.03.2016Revenue 637.56 1322.24Expenses excluding Interest and Depreciation

809.78 1315.71

Profit /( Loss) for the year before Interest, Depreciation & Amortization

(172.22) 6.54

Less : Interest Cost for the year 73.75 39.84Depreciation 132.92 121.00Gross Profit/(Loss) for the year (378.89) (154.30)Add/(Less) Provision for Income Tax

Nil Nil

Add/(Less) Mat Credit Adjustment for earlier year

Nil (32.09)

Add/(Less) Deferred Tax 42.28 (10.18)Net Profit/( Loss) for the period (421.17) (112.03)

DIVIDEND:In view of loss incurred during the year, your Directors do not recommend a Dividend for the financial year ended 31st March, 2017.CHANGE IN THE NATURE OF BUSINESS, IF ANY:There is no change in the nature of the business of the Company during the year.SHARE CAPITAL:There was no change in the authorized as well as paid up share capital of the Company during the year under review.The current Authorized Capital of the Company is ` 13,25,00,000/- divided into 1,25,00,000 Equity shares of ` 10/- each and 7,50,000 4% Non-Cumulative Redeemable Preference Shares of ` 10/- each and Paid-up Capital of the Company is ` 10,93,94,000/- divided into 1,09,39,400 Equity Shares of ` 10/- each.TRANSFER TO RESERVES:During the year, the Company has not transferred any amount to General Reserves.OPERATIONS AND STATE OF AFFAIRS:Sales income stood at ` 633.56 lakhs as compared to previous year of ` 1322.25 lakhs. Export revenue saw a substantial decline from ` 900.91 lakhs achieved in previous year to ̀ 111.73 lakhs. The Company has incurred net loss of ` 421.18 lakhs during the financial year 2016-17 as against net loss of ` 112.03 lakhs in the previous year.Since the Company was in the process of change of management of the Company during the year, had deferred its orders resulting into decline in the sales as compared to previous year. The Company forecasts that with the changed management, sales and revenue shall take upward momentum.

The affairs of the Company are functioning smoothly and appropriately with compliance with all the applicable laws and regulations.Further, the following material changes have occurred during the year:69.67% of Promoters stake was acquired by M/s Western India Forgings Private Limited along with Persons Acting in its Concert Mr. Arun Krishankumar Jindal and Mr. Krishankumar Brijlal Jindal, pursuant to Share Purchase Agreement entered into by Mr. R. S. Kothavale and other promoters, resulting into holding subsidiary relationship with M/s Western India Forgings Private Limited (holding Company).In view of above acquisition, erstwhile Management and complete Board of Directors was replaced by new and current Management headed by Mr. Arun Krishankumar Jindal.Operations gained positive momentum post takeover from the month of December, 2016.CORPORATE SOCIAL RESEPONSIBILITY:In view of losses incurred during previous two financial years, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to Company.VIGIL MECHANISM:The Company has vigil mechanism named as Whistle Blower Policy as per requirements of Companies Act,2013 wherein employees and other stake holders are free to report any un-ethical or improper activity, actual or supposed fraud or violation of Company’s code of conduct. This mechanism also provides safeguards against victimization of employees, who avail of the mechanism. The details of the same are explained in the Corporate Governance Report and also posted on the website of the Company at http://www.rkforging.com/wp-content/uploads/2017/04/WHISEL-BLOWER-POLICY-1.pdfPUBLIC DEPOSITS:During the period under review your Company has not accepted any fixed deposits from the public.DIRECTORS RESPONSIBILITY STATEMENT:Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, your directors confirm:1. that in the preparation of the annual accounts, the

applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that we 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 loss of the Company for that period;

3. that we 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;

4. that we had prepared the annual accounts on going concern basis;


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5. and that we had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively;

6. that we had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF BOARD MEETINGS:During the year, 9 (nine) Board Meetings were held, details of which are given below:

Date of the meeting

Number of Directors entitled

to attend the meeting

Number of Directors

attended the meeting

13th May, 2016 6 618th July, 2016 6 514th August, 2016 6 54th November, 2016 6 51st December, 2016 6 65th December, 2016 4 46th January, 2017 4 413th February, 2017 4 420th March, 2017 4 3

COMMITTEES OF THE 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. R. T. Goel and Ms. Sudha Santhanam are the independent directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149(7) of the Companies Act, 2013 and Rules made thereunder confirming that they meet the criteria of independence.DIRECTORS AND KEY MANAGERIAL PERSONNEL:During the year following changes have occurred in the composition of Board:

Sr. No.

Name Designation Date of appointment / Change in designation

Date of resignation

1 Mr. Arun K. Jindal

Non-Executive Director

1st December, 2016

-

2 Mr. Nitin Rajore

Whole Time Director

1st December, 2016

-

3 Mr. R. T. Goel Non-Executive Director

1st December, 2016

-

4 Ms. Sudha Santhanam


15th May, 2017 -

5 Ms. Shilpa Dixit


1st December, 2016

10th April, 2017

6 Mr. Rajkumar Kothavale

Managing Director

22nd June, 1990

2nd December, 2016

7 Mr. S. Padmanadhan


24th April, 2006 2nd December, 2016

Sr. No.

Name Designation Date of appointment / Change in designation

Date of resignation

8 Mr. Pradeep Bhargava


28th April, 2007 2nd December, 2016

9 Mr. Swastik Sirsikar


26th August, 2006

2nd December, 2016

10 Mr. Shantanu Kothavale


31st October, 2000

2nd December, 2016

11 Mrs. Ratnaprabha Kothavale


14th February, 2015

2nd December, 2016

12 Mr. Shubham Jindal

Chief Financial Officer

13th February, 2017

-

13 Ms. Shruti Patil

Company Secretary

29th May, 2017 -

14 Ms. Shruti Khandelwal

Company Secretary

13th February, 2017

17th May, 2017

15 Mr. Vijay Kulkarni

Company Secretary

1st September, 2007

31st January, 2017

Further the present Board composition is as follows:

Sr. No.

Name Designation

1 Mr. Arun K. Jindal Non-Executive Director2 Mr. Nitin Rajore Whole Time Director3 Mr. R. T. Goel Non-Executive Director4 Ms. Sudha Santhanam Non-Executive Director5 Mr. Shubham Jindal Chief Financial Officer6 Ms. Shruti Patil Company Secretary

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANY:The Company does not have any subsidiary, joint venture and associate company during the year under review.FORMAL ANNUAL EVALUATION:Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the guidance note issued by SEBI on January 05, 2017, the Board has carried out annual performance evaluation for financial year 2016-17 ofa. its own performance;b. directors individually;c. working of its committees namely Audit Committee,

Nomination and Remuneration Committee and Stakeholder Relationship Committee.

The details of the evaluation process have been explained in the Corporate Governance Report.COMPANY’S POLICY ON REMUNERATION:Under Section 178 of the Companies Act, 2013, the Company has prepared a policy on Director’s Remuneration. The Remuneration Policy has been posted on website of the Company which can be accessed at http://www.rkforging.com/wp-content/uploads/2017/05/REMUNERATION-POLICY.pdf


16

RELATED PARTY TRANSACTIONS:The information for related party transactions as required under Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed as ‘Annexure A’ to this Report. The policy on Related Party Transaction as approved by the Board has been displayed on the Company’s website at http://www.rkforging.com/wp-content/uploads/2017/05/RELATED-PARTY-TRANSACTION-POLICY.pdfThere has been no change to the policy of Related Party Transaction during the financial year ended March 31, 2017.TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:The sum of Rs. 7,90,755/- being the amount of unpaid or unclaimed dividend for a period of seven years was transferred during the financial year 2016-17 to the Investor Education and Protection Fund established by the Central Government in compliance with Section 124 of the Companies Act, 2013.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the period under review.INTERNAL FINANCIAL CONTROLS:The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business by virtue of internal audit of the Company. Internal Audits are periodically conducted by an external firm of Chartered Accountants who monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Board also take quarterly review of internal audit functioning and accounting systems, in order to take suitable corrective actions in case of any deviations.CORPORATE GOVERNANCE CERTIFICATE:In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Corporate Governance along with the Compliance certificate from the Auditors forms part of this Report.EXTRACT OF ANNUAL RETURN:Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT 9 is annexed as an ‘Annexure B’ to this Report.MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:There are no adverse material changes or commitments occurring after March 31, 2017 which may affect the financial position of the Company or may require disclosure.EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATOTORY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report.

AUDITORS:Statutory AuditorsThe Statutory Auditors M/s Gokhale Tanksale & Ghatpande, Chartered Accountants, Pune (Firm Registration No. 103277W) holds office till the conclusion of the ensuing Annual General Meeting. In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s Gokhale Tanksale & Ghatpande, Chartered Accountants are proposed to be appointed as Statutory Auditors of the Company for a period of 5 years from financial year 2017-18 to hold such office from the conclusion of this 27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company to be held in financial year 2022-23, subject to ratification by the members at the every Annual General Meeting if so required under Companies Act, 2013.Your Company has received consent for such appointment and the certificate prescribed under Section 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules 2014, from M/s Gokhale Tanksale & Ghatpande to the effect that their appointment if made is within the prescribed limits under Companies Act, 2013 and that they are not disqualified. The members are requested to consider the appointment of Statutory Auditors and authorize the Board of Directors to fix their remuneration.Secretarial AuditorPursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Mr. Gaurav Nashikkar, Practicing Company Secretary (CP No. 13967) for conducting the Secretarial Audit of the Company for financial year 2016-17.The Report of the Secretarial Audit is annexed herewith as an ‘Annexure C’ to this Report.QUALIFICATION(S)/ REMARK(S) / OBSERVATION(S) / COMMENT(S) OF SECRETARIAL AUDITOR IN AUDIT REPORT:

Sr. No.

Observations by Secretarial Auditors

Management reply

1 The Company has not complied with the provisions of Secretarial Standards 1 & 2 issued by ‘The Institute of Company Secretaries of India’.

The Company has taken due steps to comply with the Secretarial Standards post takeover and the same shall be adhered to.

2 Pursuant to Regulation 7 (2) the Securities Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015, the Company has not received disclosures in Form “C” from the persons forming part of promoter/ promoter group of the Company, for off market sale of equity shares of the Company; hence the same was not intimated to the Stock Exchange.

The Company has not received any such disclosures from the erstwhile promoters so the same has not been filed.


17

Sr. No.

Observations by Secretarial Auditors

Management reply

3 Pursuant to Section 179 (3) (g) of the Act, the Company has not filed Form MGT 14 with the Registrar of Companies, with respect to approval of financial statement and Board’s Report for the financial year ended 31st March, 2015 and 31st March, 2016; Further the Company also not filed Form CG-1 with Central Government for condoning the delay of the same;

The Company will approach the appropriate authority for condonation of delay in filing Form MGT 14.

4 Pursuant to Section 203 (i) (iii) of the Act, the Company has appointed the Chief Financial officer w.e.f 13th February, 2017; therefore during the period from 1st April 2016 to 12th February, 2017, the Company had no Chief Financial Officer respectively as required under the said act.

The Company was in the search of eligible candidate for the post of Chief Financial Officer, which led to delay in the appointment and this has been duly complied.

5 The Company has filed the Annual Returns for the financial year 2009-10, 2010-11, 2013-14 and 2014-15; however the same were not taken on record.

The Company is in the process of filing the said forms.

6 The Company has duly filed all the forms for the financial year 2016-17 within prescribed time limit of the Companies Act 2013, however the certain forms were filed after the close of financial year.

The delay was due to inadvertence and the same has been filed with the payment of additional fees and no penalty was payable.

7 The Company has not obtained the Compliance Certificate from Chief Executive Officer/ Chief Financial officer as required under Part B of Schedule II of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; however the same has been obtained from its Managing Director.

Since, the Company was unable to find appropriate candidates for the post of Chief Executive Officer/ Chief Financial Officer, the same could not be obtained from the authorized persons and hence the same was signed by Managing Director.

COST RECORDS AND / OR COST AUDIT:Your Company does not fall under provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Record and Audit) Rules, 2014. Therefore, no such records were required to be maintained.REPORTING OF FRAUDS BY STATUTORY AUDITOR:During the period under review, there were no frauds in the Company, hence no reporting made by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Companies Act, 2013.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

DEVELOPMENT AND IMPLENTATION OF RISK MANAGEMENT POLICY:The Company has a robust Risk Management framework to identify, evaluate and mitigate risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels.DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION), RULES, 2014:The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration), Rules, 2014 in respect of employees of the Company and Directors is attached as an ‘Annexure D’.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as ‘Annexure E’ to this report.PERSONNEL:Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided, since there are no employee who have received remuneration in excess of the limits prescribed therein.POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:Your Company has adopted policy on prevention, prohibition and redressal of sexual harassment at work place, in line of the provisions of the Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to employees at the work place and to prevent and redress complaints of sexual harassment and for matters connected and incidental thereto, with an objective of providing a safe working environment where employees feel secured.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 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 and last but not least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of DirectorsRAJKUMAR FORGE LIMITED

Place : Pune Arun Jindal Nitin RajoreDate : August 11, 2017 Director Whole Time Director DIN :00121523 DIN : 01802633


18

Annexure A

Form No. AOC-2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and

Rule 8(2) of the Companies (Accounts) Rules, 2014)Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There are no related party contracts, arrangements or transactions of the nature mentioned in sub-section (1) of Section 188 of the Companies Act, 2013 which are not at arm’s length.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

SR. NO

PARTICULARS DETAILS

1 Name of the related party

Western India Forgings Pvt Ltd.

R.S. Kothavale(HUF)

Sonal Kothavale

Oriental Precision Engineering Private

Limited2 Nature of

relationshipHolding Company Promoter

Managing Director

Daughter of Mr. R. S. Kothavale

Fellow subsidiary

3 Nature of contract/ arrangement/transaction

Sell / purchases of forgings, payment of

Labour charges

Office Rent Office Rent Machining Charges, payment of advance, commitment charges,

scrap sale.4 Duration of

contract/arrangement/transaction

As per the purchase order 1st April, 2016 to 30th November,

2016

1st April 2016 to 30th November,

2016

As per the purchase order

5 Salient terms of the contract or arrangement or transaction

Payment conditions, terms of delivery,

applicability of taxes shall be as per the purchase

order.Estimated annual value of

` 1.50 crore.

As per agreement. Estimated

annual value of ` 1 crore

As per agreement.Estimated

annual value of ` 1 crore

Payment conditions, terms of delivery,

applicability of taxes shall be as per the purchase

order.Estimated annual value

of ` 4 crore.6 Date of approval by

the Board, if any1st December,

201611th February,

201611th February,

201611th February,

20167 Amount paid as

advances, if any- - - -

For and on behalf of the Board of DirectorsRAJKUMAR FORGE LIMITED

Place : Pune Arun Jindal Nitin RajoreDate : August 11, 2017 Director Whole Time Director DIN :00121523 DIN : 01802633


19

Annexure B

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2017

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.]

I. REGISTRATION & OTHER DETAILS:1. CIN L28910PN1990PLC0569852. Registration Date 22.06.19903. Name of the Company RAJKUMAR FORGE LIMITED4. Category/Sub-category of the Company PUBLIC COMPANY LIMITED BY SHARES5. Address of the Registered office &

contact details29/1, KHARADI VILLAGE, OFF. PUNE NAGAR ROAD, PUNE-411014PHONE – (020) 67310700

6. Whether listed company YES7. Name, Address & contact details of the

Registrar & Transfer Agent, if any.LINK INTIME INDIA PRIVATE LIMITEDBLOCK NO. 202, 2ND FLOOR, AKSHAY COMPLEX,NEAR GANESH TEMPLE, DHOLE PATIL ROAD, PUNE-411001PHONE-(020) 26161629, 26160084

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sr. No.

Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1 Forging, pressing, stamping and roll-forming of metal; powder metallurgy

2591 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES-

Sr. No.

Name and Address of the Company

CIN Holding/ Subsidiary/Associate

% of Shares

Held

Applicable Section

1 Western India Forgings Pvt. Ltd.Add: Gat No. 163, Off Nagar Road, Sanaswadi, Tal-Shirur, Pune-412208

U28910PN1981PTC024155 Holding Company

63.96% Section 2(46)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding as on March 31, 2017 :

Category of Shareholders No. of Shares held at the beginning of the year[As on 31-March-2016]

No. of Shares held at the end of the year[As on 31-March-2017]

% Change during

the yearDemat Physical Total % of

Total Shares

Demat Physical Total % of Total

SharesA. Promoters(1) Indiana) Individual/ HUF 1052349 6169300 7221649 66.01 0 280900 280900 2.57 (63.44)b) Central Govt. 0 0 0 0 0 0 0 0 0.00c) State Govt(s) 0 0 0 0 0 0 0 0 0.00d) Bodies Corp. 0 0 0 0 0 0 0 0 0.00e) Banks / FI 0 0 0 0 0 0 0 0 0.00f) Any other 0 0 0 0 0 0 0 0 0.00Sub-total (A)(1):- 1052349 6169300 7221649 66.01 0 280900 280900 2.57 (63.44)


20

Category of Shareholders No. of Shares held at the beginning of the year[As on 31-March-2016]

No. of Shares held at the end of the year[As on 31-March-2017]

% Change during

the yearDemat Physical Total % of

Total Shares

Demat Physical Total % of Total

Shares(2) Foreigna) Individuals (Non-Resident Individuals / Foreign Individuals)

0 101500 101500 0.93 0 101500 101500 0.93 (0.00)

b) Government 0 0 0 0 0 0 0 0 0.00c) Institutions 0 0 0 0 0 0 0 0 0.00d) Foreign Portfolio Investor 0 0 0 0 0 0 0 0 0.00f) Others (specify) 0 0 0 0 0 0 0 0 0.00Sub-total (A)(1):- 0 101500 101500 0.93 0 101500 101500 0.93 (0.00)Total shareholding of Promoter (A)=(A)(1)+ (A)(2)

1052349 6270800 7323149 66.94 0 382400 382400 3.50 (63.44)

B. Public Shareholding1. Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0.00b) Banks / FI 0 100 100 0.00 0 100 100 0.00 0.00c) Central Govt 0 0 0 0 0 0 0 0 0.00d) State Govt(s) 0 0 0 0 0 0 0 0 0.00e) Venture Capital Funds 0 0 0 0 0 0 0 0 0.00f) Insurance Companies 0 0 0 0 0 0 0 0 0.00g) FIIs 0 0 0 0 0 0 0 0 0.00h) Foreign Venture Capital Funds

0 0 0 0 0 0 0 0 0.00

i) Others (specify) 0 0 0 0 0 0 0 0 0.00Sub-total (B)(1):- 0 100 100 0.00 0 100 100 0.00 0.002. Non-Institutionsa) Bodies Corp.i) Indian 0 0 0 0 0 0 0 0 0.00ii) Overseas 0 0 0 0 0 0 0 0 0.00b) Individualsi) Individual shareholders holding nominal share capital upto ` 2 lakh

624779 1810300 2435079 22.26 637967 1650200 2288167 20.92 (1.34)

ii) Individual shareholders holding nominal share capital in excess of ` 2 lakh

364277 180500 544777 4.98 889997 156600 1046597 9.57 4.59

c) Others (specify) HUF 49457 0 49457 0.45 118195 0 118195 1.08 0.63Non Resident Indians 2585 0 2585 0.02 865 0 865 0.01 (0.01)Corporate Bodies 570483 9100 579583 5.30 7059150 9000 7068150 64.61 59.31Foreign Nationals 0 0 0 0 0 0 0 0 0.00Clearing Members 4670 0 4670 0.04 34926 0 34926 0.32 0.28Trusts 0 0 0 0 0 0 0 0 0.00Foreign Bodies -D R 0 0 0 0 0 0 0 0 0.00Sub-total (B)(2):- 1616251 1999900 3616151 33.06 8741100 1815800 10556900 96.50 63.44Total Public Shareholding (B)=(B)(1)+ (B)(2)

1616251 2000000 3616251 33.06 8741100 1815900 10557000 96.50 63.44

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0.00

Grand Total (A+B+C) 2668600 8270800 10939400 100.00 8741100 2198300 10939400 100.00 0.00


21

B) Shareholding of Promoter-Sr. No.

Shareholder’s Name Shareholding at the beginning of the year [As on 31-March-2016]

Shareholding at the end of the year[As on 31-March-2017]

% change

in share-holding during

the year

No. of Shares

% of total Shares of the

company

%of Shares Pledged /

encumberedto total shares

No. of Shares

% of total Shares of the

company

%of Shares Pledged /

encumbered to total shares

1 Rajkumar Shankarrao Kothavale 4722449 43.17 0.00 0 0.00 0.00 (43.17)2 Shantanu R. Kothavale 1004100 9.18 0.00 0 0.00 0.00 (9.18)3 Asha Prabhakar Kore 140000 1.28 0.00 0 0.00 0.00 (1.28)4 Kothavale Anil Annash 171500 1.57 0.00 171500 1.57 0.00 0.005 Kothavale Shashikant 55400 0.51 0.00 55400 0.51 0.00 0.006 Kothavale Tripti Ravindra 50000 0.46 0.00 50000 0.46 0.00 0.007 Deepti Avinash Aradhye 25000 0.23 0.00 0 0.00 0.00 (0.23)8 Preeti Dodwad 25000 0.23 0.00 0 0.00 0.00 (0.23)9 Prabhakar Shankarrao Kothavale 20000 0.18 0.00 0 0.00 0.00 (0.18)

10 Ratnaprabha R Kothavale 20500 0.19 0.00 0 0.00 0.00 (0.19)11 Sirsikar Swastik 5100 0.05 0.00 0 0.00 0.00 (0.05)12 Kothavale Basava 4000 0.04 0.00 4000 0.04 0.00 (0.04)13 Sirsikar Shailaja 2500 0.02 0.00 0 0.00 0.00 (0.02)14 Swami Sirsikar Mahadevi 2500 0.02 0.00 0 0.00 0.00 (0.02)15 Kothavale Kishori 1000 0.01 0.00 0 0.00 0.00 (0.01)16 Avinash A Kothavale 51500 0.47 0.00 51500 0.47 0.00 0.0017 Manu Kothavale 50000 0.46 0.00 50000 0.46 0.00 0.0018 Amit Prabhakar Kore 380000 3.47 0.00 0 0.00 0.00 (3.47)19 Kore Pra

Documents

RAJKUMAR FORGE LIMITED · 2018. 1. 3. · Members of Rajkumar Forge Limited will be held on Wednesday, September 27, 2017 at 11.00 a.m. at Poona Club Limited, 6, Bund Garden Road,