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RAJKUMAR FORGE LIMITED - R K Forge Ltd€¦ · RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017 4 ... Swami Sirsikar Mahadevi, Preeti Karan Dodwad, ... RESOLVED FURTHER THAT the

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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

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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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.”

4. 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. 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.”

5. 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. 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.”

6. 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), 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

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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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.”

8. 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 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.”

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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9. 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 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]

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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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

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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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

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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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.

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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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

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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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.

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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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.

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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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

Non-Executive Director

15th May, 2017 -

5 Ms. Shilpa Dixit

Non-Executive Director

1st December, 2016

10th April, 2017

6 Mr. Rajkumar Kothavale

Managing Director

22nd June, 1990

2nd December, 2016

7 Mr. S. Padmanadhan

Non-Executive Director

24th April, 2006 2nd December, 2016

Sr. No.

Name Designation Date of appointment / Change in designation

Date of resignation

8 Mr. Pradeep Bhargava

Non-Executive Director

28th April, 2007 2nd December, 2016

9 Mr. Swastik Sirsikar

Non-Executive Director

26th August, 2006

2nd December, 2016

10 Mr. Shantanu Kothavale

Non-Executive Director

31st October, 2000

2nd December, 2016

11 Mrs. Ratnaprabha Kothavale

Non-Executive Director

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

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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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.

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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)

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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 Prabhakar 170100 1.55 0.00 0 0.00 0.00 (1.55)20 Preeti P. Kore 212500 1.93 0.00 0 0.00 0.00 (1.93)21 Deepti P. Kore 210000 1.92 0.00 0 0.00 0.00 (1.92)

TOTAL 7323149 66.94 0.00 382400 3.51 0.00 (63.43)

C) Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. No.

Name Shareholding at the beginning of the year

Dates Increase / Decrease in

shareholding

Reason Cumulative Shareholding during the year

No. of shares

% of total shares of the

Company

No. of shares

% of total shares of the

Company1 Rajkumar Shankarrao

Kothavale4722449 43.17 10.06.2016

17.06.201605.08.201618.11.201625.11.201631.03.2017

(200)200

1004100(35587)

(5690962)

TransferTransferTransferTransferTransfer

4722249472244957265495690962

00

43.1752.3552.020.000.000.00

2 Kothavale Shantanu 1004100 9.18 22.07.201631.03.2017

(1004100) Transfer 00

0.000.00

3 Amit Prabhakar Kore 380000 3.47 25.11.201631.03.2017

(380000) Transfer 00

0.000.00

4 Asha Prabhakar Kore 140000 1.28 15.07.201627.05.201631.03.2017

(120000)(20000)

TransferTransfer

2000000

1.100.000.00

5 Deepti Avinash Aradhye

25000 0.23 23.12.201631.03.2017

(25000) Transfer 00

0.000.00

6 Preeti Karan Dodwad 25000 0.23 23.12.201631.03.2017

(25000) Transfer 00

0.000.00

7 Kore Prabhakar 170100 1.55 29.07.201605.08.201612.08.201625.11.201631.03.2017

(10000)20000

(10000)(170100)

TransferTransferTransferTransfer

160100180100170100

00

1.461.641.550.000.00

8 Prabhakar Shankarrao Kothavale

20000 0.18 22.07.201631.03.2017

(20000) Transfer 00

0.000.00

9 Preeti P. Kore 212500 1.94 25.11.201631.03.2017

(212500) Transfer 00

0.000.00

10 Deepti P. Kore 210000 1.92 25.11.201631.03.2017

(210000) Transfer 00

0.000.00

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

22

Sr. No.

Name Shareholding at the beginning of the year

Dates Increase / Decrease in

shareholding

Reason Cumulative Shareholding during the year

No. of shares

% of total shares of the

Company

No. of shares

% of total shares of the

Company11 Ratnaprabha R

Kothavale20500 0.19 23.12.2016

31.03.2017(20500) Transfer 0

00.000.00

12 Sirsikar Swastik 5100 0.04 23.12.201631.03.2017

(5100) Transfer 00

0.000.00

13 Sirsikar Shailaja 2500 0.02 23.12.201631.03.2017

(2500) Transfer 00

0.000.00

14 Swami Sirsikar Mahadevi

2500 0.02 23.12.201631.03.2017

(2500) Transfer 00

0.000.00

15 Kothavale Kishori 1000 0.01 22.07.201631.03.2017

(1000) Transfer 0 0.00

16 Kothavale Anil Annash 171500 1.57 31.12.201606.01.201731.03.2017

171500(171500)

TransferTransfer

343000171500171500

3.141.571.57

17 Kothavale Shashikant 55400 0.51 31.12.201606.01.201731.03.2017

55400(55400)

TransferTransfer

1108005540055400

1.010.510.51

18 Kothavale Tripti Ravindra

50000 0.46 31.12.201606.01.201731.03.2017

50000(50000)

TransferTransfer

1000005000050000

0.910.460.46

19 Kothavale Basava 4000 0.04 31.12.201606.01.201731.03.2017

4000(4000)

TransferTransfer

8000(4000)4000

0.070.040.04

20 Avinash A Kothavale 51500 0.47 31.12.201606.01.201731.03.2017

51500(51500)

TransferTransfer

1030005150051500

0.940.470.47

21 Kothavale Manu Ravindra

50000 0.46 31.12.201606.01.201731.03.2017

50000(50000)

TransferTransfer

1000005000050000

0.910.460.46

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.

Name Shareholding at the beginning of the year

Dates Increase / Decrease in

shareholding

Reason Cumulative Shareholding during the year

No. of shares

% of total shares of the

Company

No. of shares

% of total shares of the

Company1 Western India Forgings

Private Limited0 0.00 19.08.2016

07.10.201630.12.201631.12.201631.03.2017

6561694630025600

6269149

TransferTransferTransferTransfer

656169702469728069

69972186997218

6.006.426.66

63.9663.96

2 Krishakumar Brijlal Jindal 0 0.00 30.12.201610.02.201731.03.2017

200005000

TransferTransfer

200002500025000

0.180.230.23

3 Arun Krishankumar Jindal 0 0.00 18.11.201602.12.201630.12.201631.12.201606.01.201731.03.2017

35587448800156135000050000

TransferTransferTransferTransferTransfer

35587484387500000550000600000600000

0.334.434.575.035.485.48

4 SPS Finquest Limited 530000 4.84 05.08.201631.03.2017

(530000) Transfer 00

0.000.00

5 Mahendra Girdharilal 50192 0.46 31.03.201731.03.2017

- - 5019250192

0.460.46

6 Shadakshari S 50000 0.46 31.12.201606.01.201731.03.2017

50000(50000)

TransferTransfer

1000005000050000

0.910.460.46

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

23

Sr. No.

Name Shareholding at the beginning of the year

Dates Increase / Decrease in

shareholding

Reason Cumulative Shareholding during the year

No. of shares

% of total shares of the

Company

No. of shares

% of total shares of the

Company7 Pai Dayananda 50000 0.46 31.12.2016

06.01.201731.03.2017

50,000(50,000)

TransferTransfer

1000005000050000

0.910.460.46

8 Pradeep R. Datar 32000 0.29 05.08.201631.03.2017

(21500) Transfer 1050010500

0.100.10

9 Vimla Hasmukh Savla 30704 0.28 13.05.201629.07.201631.03.2017

(104)(30600)

TransferTransfer

3060000

0.280.000.00

10 Bindu Ajit Vora 23639 0.22 13.05.201615.07.201622.07.201631.03.2017

8962(9992)

(22609)

TransferTransferTransfer

3160122609

00

0.300.210.000.00

11 Rajesh Ramanlal Shah 22000 0.20 29.07.201631.03.2017

(22000) Transfer 00

0.000.00

12 Shashikant Bondre 21900 0.20 22.07.201629.07.201605.08.201607.10.201631.03.2017

(100)1004200

(1004100)(21900)

TransferTransferTransferTransfer

218001026000

2190000

0.209.380.200.000.00

13 Guruling Masali 21600 0.20 31.12.201606.01.201731.03.2017

21600(21600)

TransferTransfer

432002160021600

0.390.200.20

14 Tradelink Exim India Private Limited

0 0.00 10.03.201731.03.2017

49585 Transfer 4958549585

0.450.45

15 Subhash Tipanna Nelge 0 0.00 06.05.201601.07.201602.12.201630.12.201631.03.2017

300020000(3000)3000

TransferTransferTransferTransfer

300023000200002300023000

0.030.210.180.210.21

16 Arwa Umesh 0 0.00 02.09.201609.09.201625.11.201610.03.201731.03.2017

949850000(9498)10000

TransferTransferTransferTransfer

949859498500006000060000

0.090.540.460.550.55

17 Jayesh Anant Sheth (HUF)

0 0.00 17.02.201724.02.201731.03.2017

2000040000

TransferTransfer

200006000060000

0.180.550.55

E) Shareholding of Directors and Key Managerial Personnel:

Sr. No.

Name Shareholding at the beginning of the year

Dates Increase / Decrease in

shareholding

Reason Cumulative Shareholding during the year

No. of shares

% of total shares of the

Company

No. of shares

% of total shares of the

Company1 S. Padmanabhan 0 0.00 - - - 0 0.002 Rajkumar Shankarrao

Kothavale4722449 43.17 10.06.2016

17.06.201605.08.201618.11.201625.11.201631.03.2017

(200)200

1004100(35587)

(5690962)0

TransferTransferTransferTransferTransfer

4722249472244957265495690962

00

43.1752.3552.020.000.000.00

3 Kothavale Shantanu 1004100 9.18 22.07.201631.03.2017

(1004100) Transfer 00

0.000.00

4 Pradeep Bhargava 0 0.00 - - - 0 0.005 Sirsikar Swastik 5100 0.04 23.12.2016

31.03.2017(5100) Transfer 0

00.000.00

6 Ratnaprabha R Kothavale 20500 0.19 23.12.201631.03.2017

(20500) Transfer 00

0.000.00

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

24

Sr. No.

Name Shareholding at the beginning of the year

Dates Increase / Decrease in

shareholding

Reason Cumulative Shareholding during the year

No. of shares

% of total shares of the

Company

No. of shares

% of total shares of the

Company7 Arun Krishankumar Jindal 0 0.00 18.11.2016

02.12.201630.12.201631.12.201606.01.201731.03.2017

35587448800156135000050000

TransferTransferTransferTransferTransfer

35587484387500000550000600000600000

0.334.434.575.035.485.48

8 Nitin Shyam Rajore 500 0.005 31.03.2017 - - 500 0.0059 Shilpa Kedar Dixit 0 0.00 - - - 0 0.00

10 Ratanlal Tikaram Goel 0 0.00 - - - 0 0.0011 Sudha Santhanam 0 0.00 - - - 0 0.0012 Shubham Jindal 0 0.00 - - - 0 0.0013 Vijay V. Kulkarni 0 0.00 - - - 0 0.0014 Shruti Khandelwal 0 0.00 - - - 0 0.0015 Shruti Patil 0 0.00 - - - 0 0.00

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(` In lakhs)

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount 659.81 - - 659.81ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -

Total (i+ii+iii) 659.81 - - 659.81Change in Indebtedness during the financial year* Addition 180.00 - 180.00* Reduction (439.51) - - (439.51)Net Change (259.51) - - (259.51)Indebtedness at the end of the financial yeari) Principal Amount 400.30 - - 400.30ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -

Total (i+ii+iii) 400.30 - - 400.30V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(` In lakhs)

Particulars of Remuneration Name of MD/WTD/ Manager Total AmountMr. R. S. Kothavale* Mr. Nitin Rajore#

Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

9.04 Nil 9.04

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Gratuity 0.43 Nil 0.43(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - - -Stock Option - - -Sweat Equity - - -Commission - as % of profit - others, specify…

- - -

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

25

Particulars of Remuneration Name of MD/WTD/ Manager Total AmountMr. R. S. Kothavale* Mr. Nitin Rajore#

Others, please specifyBonusSuper AnnuationLTAOthers

0.360.901.040.52

----

0.360.901.040.52

Total (A) 12.29 - 12.29Ceiling as per the Act 10% of the net profits of the Company calculated

as per Section 198 of the Companies Act, 2013. * Mr. R. S. Kothavale ceased to be Director of the Company with effect from 2nd December, 2016 and remuneration has

been paid up to November, 2016.

# Mr. Nitin Rajore was appointed as Whole Time Director and designated as Key Managerial Personnel of the Company with effect from 1st December, 2016 and had waived the remuneration from 1st December, 2016 to 31st March, 2017.

B. Remuneration to other directors

(` In lakhs)

Sr.No.

Particulars of Remuneration

Name of Directors Total AmountS.

Padmanabhanup to 2nd

December, 2016

Pradeep Bhargavaup to 2nd

December, 2016

Swastik Sirsikarup to 2nd

December, 2016

R. T. Goelw.e.f. 1st

December, 2016

Shilpa Dixit#

up to 10th April, 2017

Sudha Santhanam*

w.e.f. 15th May,

20171 Independent Directors

Fee for attending board committee meetings

0.70 1.10 1.00 0.60 0.60 Nil 4.00

Commission - - - - - - -Others, please specify - - - - - -Total (1) 0.70 1.10 1.00 0.60 0.60 Nil 4.00

2 Other Non-Executive Directors

Shantanu Kothavaleup to 2nd

December, 2016

Ratnaprabha Kothavaleup to 2nd

December, 2016

Arun Jindal.

w.e.f. 1st December,

2016Fee for attending board committee meetings

0.30 0.50 0.60 1.40

Commission - - -

Others, please specify - - -Total (2) 0.30 0.50 0.60 1.40

Total (B)=(1+2) 5.40Total Managerial Remuneration

5.40

Overall Ceiling as per the Act

1% of the net profits of the Company calculated as per Section 198 of the Companies Act, 2013.

#Shilpa Dixit was appointed as an Independent Director w.e.f. 1st December, 2016 and resigned on 10th April, 2017.

*Sudha Santhanam was not Director during the financial year 2016-17, hence no details are provided.

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

26

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

(` In lakhs)

Sr. No.

Particulars of Remuneration

Key Managerial Personnel Total

Shubham Jindal(Chief Financial

Officer)w.e.f. 13th

February, 2017

Vijay Kulkarni(Company Secretary)up to 31st

January, 2017

Shruti Khandelwal(Company Secretary)

upto 17th May, 2017

Shruti Patil(Company Secretary)

w.e.f. 29th May, 2017

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

0.768* 4.568* 0.589* # 5.925

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- - - - -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - - - -

2 Stock Option - - - - -3 Sweat Equity - - - - -4 Commission - - - - -

- as % of profit - - - - -others, specify… - - - - -

5 Others, please specify - - - - -Total 0.768 4.568 0.589 N.A. 5.925

* Details pertain to part of the year.

# Shruti Patil was not in employment during the financial year 2016-17, hence no details are provided.

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies

Act

Brief Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/

COURT]

Appeal made, if any (give

Details)

A. COMPANYPenaltyPunishmentCompoundingB. DIRECTORSPenaltyPunishment N.A.CompoundingC. OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding

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

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

27

Annexure CForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,Rajkumar Forge Limited29/1, Kharadi Village,Off Pune Nagar Road, Pune - 411014I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by RAJKUMAR FORGE LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2017 according to the provisions of:(i) The Companies Act, 2013 (the Act) and the rules made thereunder (in so far as they are made applicable);(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent applicable;(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992

(‘SEBI Act’):-(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (not

applicable to the Company during the Audit Period);(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (not applicable

to the Company during the Audit Period);(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (not applicable

to the Company during the Audit Period);(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993

regarding the Companies Act and dealing with client to the extent of securities issued;(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (not applicable to the

Company during the Audit Period); and(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (not applicable to the

Company during the Audit Period);(i) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015

(applicable from 1st December, 2015).(vi) No law is specifically applicable to the Company. I have also examined compliance with the applicable clauses and regulations of the following:

(i) Secretarial Standards issued by ‘The Institute of Company Secretaries of India’ and(ii) The Listing Agreement entered into by the Company with Stock Exchange(s) pursuant to SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015.

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

28

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:1) The Company has not complied with the provisions of Secretarial Standards 1 & 2 issued by ‘The Institute of

Company Secretaries of India’;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 “Ç” 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;

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 to the Registrar of Companies for condoning the delay of the same;

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;

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;

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 following forms were filed after the close of financial year:a. Form MGT 10 as required u/s 93 of the Companies Act, 2013 for changes in shareholding position of promoters

and top ten shareholders.b. Form MGT-14 with respect to resolution passed for appointment and payment of remuneration to Whole Time

Director in the Board Meeting held on 1st December, 2016.c. Form MGT-14 with respect to special resolution along with explanatory statement in the Extra Ordinary General

Meeting held on 31st January 2017 for appointment of statutory auditor in casual vacancy and payment of remuneration to Whole Time Director of the Company.

d. Form AOC 5 for keeping of books of account at a place other than the registered office of the company as required u/s 128 of the Companies Act, 2013.

e. Form DIR 12 with respect to appointment of Additional Directors and Change in Designation of Mr. Nitin Rajore (DIN:01802633) as a Whole Time Director vide resolution passed in the Board Meeting held on 1st December, 2016, Resignation of Mr. Vijay Kulkarni as a Company Secretary and Compliance Officer, appointment of Ms. Shruti Khandelwal as a Company Secretary and Compliance Officer and Appointment of Mr. Shubham Jindal as Chief Financial Officer vide resolution passed in the Board Meeting held on 13th February, 2017 and Resignation of Directors vide resolution passed in the Board Meeting held on 5th December, 2016;

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.

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.Adequate notice is given to all directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.I further report that during the audit period there are no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. except that;1) During the period under review, the company had received open offer from Western India Forgings Private Limited along

with PAC (Person Acting in Concert) Arun Jindal and Krishnakumar Jindal on 24th of May 2016 due to which the company

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

29

was taken over and there was a change in management, control & Key Managerial Personnel . Further the company has also received request from promoters for reclassification to public category in the shareholding pattern of the Company. Therefore the Securities and Exchange Board of India (Substantial Acquisition of Shares And Takeovers) Regulations, 2011 was applicable to the company w.e.f 1st December 2016 and the same was duly complied;

2) During the period under review, the company has appointed Mr. Nitin Rajore (DIN:01802633) as the Whole time Director of the Company pursuant to section 196 of the Companies Act, 2013;

3) Pursuant to Regulation 13 (3) of the Securities Exchange Board of India, 30 (Thirty) Investor Requests and 1 (One) SEBI Complain were received and the same were resolved;

4) During the period under review, the company in its board meeting held on 13th February, 2017 has passed a resolution with respect to shifting of its registered office;

5) During the period under review the company held one Extra Ordinary General Meeting of the members on 31st January 2017 passing two special resolutions regarding payment of remuneration to Whole time Director of the company and Appointment of Statutory Auditors in Casual Vacancy for the financial year 2016-17, the scrutinizer’s report on remote E Voting pursuant to section 108 and voting through ballot form pursuant to Section 110 of the Companies Act 2013 were duly complied;

6) Consequent to takeover and control of the management by the new promoters, necessary steps have been taken to initiate due compliance with the applicable rules and regulations.

Gaurav NashikkarCompany Secretary

Place : Pune ACS No: 37259Date : August 11, 2017 C P No: 13967Note: This report is to be read with letter of even date by the Secretarial Auditors, which is annexed as Annexure A and forms an integral part of this report.

‘ANNEXURE A’To,Members,Rajkumar Forge Limited29/1, Kharadi Village,Off Pune Nagar Road, Pune - 411014My Secretarial Audit Report of even date is to be read along with this letter.Management’s Responsibility1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to

ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor’s Responsibility2. My responsibility is to express an opinion on these secretarial records, standards and procedures followed by the

Company with respect to secretarial compliances.3. I believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for

us to provide a basis for our opinion.4. Wherever required, I have obtained the management’s representation about the compliance of laws, rules and regulations

and happening of events, etc.Disclaimer5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or

effectiveness with which the management has conducted the affairs of the Company.Gaurav Nashikkar

Company SecretaryPlace : Pune ACS No: 37259Date : August 11, 2017 C P No: 13967

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

30

Annexure DDISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION), RULES, 20141. The ratio of remuneration of each director to the median remuneration of the employee and percentage increase

in remuneration of Director, CFO and CS(` In Lakhs)

Sr. No.

Name Designation Remuneration paid for F. Y.

16-17

Remuneration paid for F. Y.

15-16

% increase inremuneration

in the FY 2016-17

Ratio/Timesper median of

employeeremuneration

1 Mr. R. S. Kothavale up to 2nd December, 2016

Executive Managing Director

12.29* 17.30 -28.92 3.69

2 Mr. Shantanu R. Kothavaleup to 2nd December, 2016

Non-Executive Director

0.30* 0.30 0.00 0.09

3 Mrs. Ratnaprabha R. Kothavaleup to 2nd December, 2016

Non-Executive Director

0.50* 0.40 25.00 0.15

4 Mr. S. Padmanadhanup to 2nd December, 2016

Non-Executive Director

0.70* 0.40 75.00 0.21

5 Mr. Pradeep Bhargavaup to 2nd December, 2016

Non-Executive Director

1.10* 0.80 37.50 0.33

6 Mr. Swastik Sirsikarup to 2nd December, 2016

Non-Executive Director

1.00* 0.80 25.00 0.30

7 Arun Jindalwith effect from 1st December, 2016

Non-Executive Director

0.60* # # 0.18

8 Mr. Nitin Rajorewith effect from 1st December, 2016

Whole Time Director

NIL # # NIL

9 Mr. R. T. Goelwith effect from 1st December, 2016

Non-Executive Director

0.60* # # 0.18

10 Ms. Shilpa Dixitup to 10th April, 2017

Non-Executive Director

0.60* # # 0.18

11 Ms. Sudha Santhanamwith effect from 15th May, 2017

Non-Executive Director

## ## ## ##

12 Mr. Shubham Jindalwith effect from 13th February, 2017

Chief Financial Officer

0.767* # # 0

13 Mr. Vijay Kulkarniup to 31st January, 2017

Company Secretary

4.568* 5.316 14.07 0

14 Ms. Shruti Khandelwalup to 17th May, 2017

Company Secretary

0.589* # # 0

15 Ms. Shruti Patilwith effect from 29th May, 2017

Company Secretary

## ## ## ##

* Details pertain to part of the year. # Figures are not given as Mr. Arun Jindal, Mr. Nitin Rajore, Mr. R. T. Goel, Mr. Shubham Jindal and Ms. Shruti Khandelwal

were not associated with the Company during Financial Year 2015-16. ## Figures are not given as Ms. Sudha Santhanam and Ms. Shruti Patil were not associated with the Company during

Financial Year 2016-17 and 2015-16.

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

31

2. Percentage increase in median remuneration:

Median remuneration ofemployees in FY 2016-17

Median remuneration ofemployees in FY 2015-16

Percentage increase/(decrease)

3,32,874 2,30,816 44.264. No. of permanent employees as on 31.03.2017 : 66 nos5. Comparison between average percentile increase in salaries of employees (excluding managerial personnel)

and percentile increase in managerial remuneration:

Average percentile increase in salaries of employees other than

managerial personnel in FY 2016-17

Percentile increase in managerial personnel

remuneration in FY 2016-17

Justification

- - -7. This is to affirm that the above remuneration is paid as per the Remuneration Policy of the Company.

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 : 01802633Annexure E

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

32

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 Energy saving in terms of electricity consumption is our prime concern. The Company utilizes several systems to conserve energy. Well planned preventive maintenance measures improved our operational efficiency and help to reduce waste and to achieve optimum utilization of energy 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 equipment’s

During the year company has not invested in energy conservation equipment’s.

(b) Technology absorption

(i) the efforts made towards technology absorption Continuous emphasis on significant upgrading of manufacturing facility to improve product quality.

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

Overall annual production increased through maximum utilization of production capacity.

(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

Not Applicable(b) the year of import;(a) whether the technology been fully absorbed(b) if not fully absorbed, areas where absorption has

not taken place, and the reasons thereof(iv) the expenditure incurred on Research and

DevelopmentThe Company has not undertaken R & D activities.

(c) Foreign exchange earnings and Outgo Particulars with regard to foreign exchange earnings and outgo are as follows:

The year-end foreign currency (FC) exposures that are unhedged by a derivative instrument or otherwise are as follows:Particulars 31-Mar-17 31-Mar-16Receivables in foreign currency ` 19,615 USD 304.37 ` 10,123,913 USD 153,765

` 9,76,374 GBP 12,150 Nil NilAdvance from customers ` 21,57,151 USD 33.475 ` 2,681,852 USD 40,733

` 141,450 GBP 1,500Buyers' credit 0 0 ` 2,750,511 USD 41,380

` 34,564,004 Euro 457,196 The above details are also furnished under note no. 39 of ‘Notes to the financial statements’.

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

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

33

REPORT ON CORPORATE GOVERNANCEPursuant to Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance is given below:The Company has its existence since 1990 under the leadership of Mr. Rajkumar Shankarrao Kothavale commemorating its name as “Rajkumar Forge Limited”. Pursuant to SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the Company has now been acquired by M/s. Western India Forgings Private Limited, Mr. Krishankumar Brijlal Jindal and Mr. Arun Krishankumar Jindal on December 1, 2016 exercising substantial control over the management of the Company.Company’s philosophy on Code of GovernanceThe Company’s philosophy of Corporate Governance aims at establishing and practicing a system of good corporate governance which will assist the management in managing the Company’s business in an efficient and transparent manner and provide the guidelines as to how the company can be directed or controlled such that it can fulfill its goals and objectives in a manner that adds to the value of the company and is also beneficial for all stakeholders in the long term.Your Company believes that good corporate governance enhances accountability and increases shareholder value. Corporate Governance is a set of guidelines to fulfill its responsibilities to all its stakeholders i.e. investors, customers, vendors, government, employees. Good corporate governance has been an integral part of the Company’s philosophy. The Company believes that good corporate governance should be an internally driven need and is not to be looked upon as an issue of compliance dictated by statutory requirements. The Company is focused on good governance, which is a key driver of sustainable growth and enhanced shareholder value.Report, in line with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year ended March 31, 2017 is given below:Board of DirectorsComposition of BoardThe Board of Directors of the Company has an optimum combination of Executive and Non-Executive Directors. The Company had four Directors as on March 31, 2017 comprising of one Executive Director holding office of Whole-time Director and three Non-Executive Directors, with one being woman Director. The Composition of the Board is in conformity with Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 149 of the Companies Act, 2013.None of the Directors are related to another. Pursuant to takeover of the Company by new management, the Company in its Board Meeting dated 1st December, 2016 appointed Mr. Arun Jindal, Mr. Nitin Rajore as Additional Directors and Mr. R. T. Goel & Ms. Shilpa Dixit as Additional Independent Directors. Subsequently, previous Directors resigned from their offices with effect from 2nd December, 2016.Ms. Shilpa Dixit, who was appointed as Additional Independent Director resigned with effect from 10th April, 2017, subsequently Ms. Sudha Santhanam was appointed as Additional Independent Director with effect from 15th May, 2017.

Name Category Number of Board Meetings held during the year 2016-17

Whether attended last AGM

No. of Directorships

in other Public Limited

Companies

Committee positions held in other Public Limited

CompaniesHeld Entitled

to attend

Attended Member Chairperson

Arun JindalAppointed w.e.f 1st December, 2016

Non- Executive Director

9 4 4 Not Applicable

- - -

Nitin RajoreAppointed w.e.f 1st December, 2016

Executive Director

9 4 4 Not Applicable

- - -

R. T. GoelAppointed w.e.f 1st December, 2016

Non- Executive

Independent

9 4 4 Not Applicable

- - -

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

34

Shilpa DixitAppointed w.e.f 1st December, 2016 & resigned w.e.f. 10th April, 2017

Non- Executive

Independent

9 4 3 Not Applicable

- - -

*Sudha SanthanamAppointed w.e.f 15th May, 2017

Non- Executive

Independent

Not Applicable

0 Not Applicable

Not Applicable

- - -

S. Padamanabhanup to 2nd December, 2016

Non- Executive

9 5 5 Yes 7 4 1

R. S. Kothavaleup to 2nd December, 2016

Promoter Executive

9 5 5 Yes 1 - -

Swastik Sirsikarup to 2nd December, 2016

Non- Executive

Independent

9 5 5 Yes 1 - -

Pradeep Bhargavaup to 2nd December, 2016

Non- Executive

Independent

9 5 5 Yes 7 3 1

Ratnaprabha Kothavaleup to 2nd December, 2016

Promoter Non-

Executive

9 5 5 Yes - - -

Shantanu R. Kothavale up to 2nd December, 2016

Promoter Non-

Executive

9 5 2 No - - -

(*) Sudha Santhanam appointed as Independent Additional Director with effect from 15th May, 2017.Meetings of the Board of Directors:During the year 2016-17, Nine (9) Board Meetings were held on 13th May 2016, 18th July 2016, 14th August 2016, 4th November 2016, 1st December, 2016, 5th December 2016, 6th January 2017, 13th February 2017 and 20th March 2017.The necessary quorum was present at all the Board Meetings.The gap between two board meetings did not exceed 120 days.Disclosure of relationship between Directors inter-se:

Name of Director Director to whom related Nature of RelationshipR. S. Kothavale Shantanu R. Kothavale Father

Ratnaprabha Kothavale HusbandS. Padmanadhan Not related to any Director of the Company N.APradeep Bhargava Not related to any Director of the Company N.AShantanu R. Kothavale R. S. Kothavale Son

Ratnaprabha KothavaleSwastik Sirsikar Not related to any Director of the Company N.ARatnaprabha Kothavale R. S. Kothavale Wife

Shantanu R. Kothavale MotherArun Jindal Not related to any Director of the Company N.ANitin Rajore Not related to any Director of the Company N.AR. T. Goel Not related to any Director of the Company N.AShilpa Dixit Not related to any Director of the Company N.ASudha Santhanam Not related to any Director of the Company N.A

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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Number of shares held by Non-Executive Directors:Mr. Arun Jindal, Non-Executive Director holds 6,00,000 Equity Shares. None of the other Non-Executive Directors hold any Shares or convertible instruments of the Company as on March 31, 2017.Familiarization programme for Independent Directors:To familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company so that they can contribute in a meaningful way to the Company, the Company has formulated Familiarization Program for Independent Directors has been uploaded on the Company website at http://www.rkforging.com/wp-content/uploads/2017/05/FAMILIRIZATION.pdfBoard Committees:Currently Board has four committees –i) Audit Committeeii) Stakeholders Relationship Committeeiii) Nomination and Remuneration Committeeiv) Share Transfer CommitteeNone of the Directors of the Company is a member of more than ten committees or acts as a Chairman of more than five committees across all companies in which he/she is a Director.Composition of Committees:i. Audit Committee During the period under review, six (6) meetings of Audit Committee were held on 13th May 2016, 14th August 2016, 4th

November 2016, 1st December 2016, 6th January 2016 and 13th February, 2017. The composition of the Audit Committee complies with provisions of Regulation 18 of Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 177 of the Companies Act, 2013.

The representatives of the Statutory Auditors and Internal Auditors are permanent invitees of the Audit Committee meetings. The Company Secretary of the Company acts as the Secretary of the Audit Committee.

The composition of the Audit Committee as on 31st March, 2017 and attendance of members in the meetings held during the financial year 2016-17 is as under:

Name of the Director Category No. of meetings attended

Pradeep Bhargava(resigned w.e.f. 2nd December, 2016)

Non-Executive Independent Director 4

R. S. Kothavale(resigned w.e.f. 2nd December, 2016)

Promoter Executive Director 4

Swastik Sirsikar(resigned w.e.f. 2nd December, 2016)

Non-Executive Independent Director 4

R. T. Goel(appointed w.e.f 1st December, 2016)

Non-Executive Independent Director 2

Nitin Rajore(appointed w.e.f 1st December, 2016)

Executive Director 2

Shilpa Dixit(*)(appointed w.e.f 1st December, 2016 resigned w.e.f. 10th April, 2017)

Non-Executive Independent Director 2

Sudha Santhanam(#)(appointed w.e.f. 15th May, 2017)

Non-Executive Independent Director -

Note : Pursuant to takeover of the Company by new management, the Company in its Board Meeting dated 1st December, 2016 reconstituted the Committee and appointed Mr. R. T. Goel as a Chairman, Mr. Nitin Rajore and Ms. Shilpa Dixit as members of the Audit Committee and subsequently, Mr. Pradeep Bhargava (Chairman), Mr. Swastik Sirsikar and Mr. R. S. Kothavale resigned w.e.f. 2nd December, 2016.

(*) Due to resignation of Ms. Shilpa Dixit w.e.f. 10th April, 2017, the Company in its Board Meeting dated 15th May, 2017, reconstituted the Committee and appointed Ms. Sudha Santhanam as member of the Committee.

(#) Details are not provided for Ms. Sudha Santhanam since she was not Director in the financial year 2016-17.

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Terms of Reference:i. the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;ii. review and monitor the auditor’s independence and performance, and effectiveness of audit process;iii. examination of the financial statement and the auditors’ report thereon;iv. approval or any subsequent modification of transactions of the company with related parties;v. scrutiny of inter-corporate loans and investments;vi. valuation of undertakings or assets of the company, wherever it is necessary;vii. evaluation of internal financial controls and risk management systemsviii. management discussion and analysis of financial condition and results of operations;ix. statement of significant related party transactions (as defined by the audit committee), submitted by management;x. management letters / letters of internal control weaknesses issued by the statutory auditors;xi. internal audit reports relating to internal control weaknesses; andxii. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit

committee;xiii. statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1);

(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7);

xiv. dealing with any other function as may be prescribed in Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, time to time.

ii. Stakeholders Relationship Committee During the year under review four (4) meetings of Stakeholders Relationship Committee were held on 6th April 2016,

11th July 2016, 6th October 2016 and 6th January 2017. The composition of the Audit Committee complies with provisions of Regulation 20 of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 178 of the Companies Act, 2013. The composition of the Stakeholders Relationship Committee as on 31st March, 2017 and attendance of members in the

meetings held during the financial year 2016-17 is as under:

Name of the Director Category No. of meetings attendedSwastik Sirsikar(resigned w.e.f. 2nd December, 2016)

Non-Executive Independent Director 3

R. S. Kothavale(resigned w.e.f. 2nd December, 2016)

Promoter Executive Director 3

R. T. Goel(appointed w.e.f 1st December, 2016)

Non-Executive Independent Director 1

Arun Jindal(appointed w.e.f 1st December, 2016)

Promoter Non-Executive Director 1

Nitin Rajore(appointed w.e.f 1st December, 2016)

Executive Director 1

Note : Pursuant to takeover of the Company by new management, the Company in its Board Meeting dated 1st December, 2016 reconstituted the Committee and appointed Mr. R. T. Goel as a Chairman, Mr. Arun Jindal and Mr. Nitin Rajore as members of the Stakeholders Relationship Committee and Mr. Swastik Sirsikar (Chairman) and Mr. R. S. Kothavale resigned w.e.f. 2nd December, 2016

Terms of Reference: The Committee shall consider and resolve the grievances of the security holders of the listed entity including complaints

related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.i) Approve issue of Duplicate Share Certificate of the Company.ii) Review movements in shareholding and ownership structure of the Company.iii) Recommend measures for overall improvement of the quality of investor services.iv) There were no shareholders complaints pending as on March 31, 2017.

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Nomination and Remuneration CommitteeDuring the year under review three (3) meetings of Nomination and Remuneration Committee were held on 6th January 2017, 13th February 2017 and 20th March 2017.The composition of the Audit Committee complies with provisions of Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 178 of the Companies Act, 2013.The composition of the Nomination and Remuneration Committee as on 31st March, 2017 and attendance of members in the meetings held during the financial year 2016-17 is as under:

Name of the Director Category No. of meetings attendedSwastik Sirsikar(resigned w.e.f. 2nd December, 2016)

Non-Executive Independent Director -

Pradeep Bhargava(resigned w.e.f. 2nd December, 2016)

Non-Executive Independent Director -

Shantanu Kothavale(resigned w.e.f. 2nd December, 2016)

Promoter Non-Executive Director -

R. T. Goel(appointed w.e.f 1st December, 2016)

Non-Executive Independent Director 3

Arun Jindal(appointed w.e.f 1st December, 2016)

Promoter Non-Executive Director 3

Shilpa Dixit(*)(appointed w.e.f 1st December, 2016resigned w.e.f. 10th April, 2017)

Non-Executive Independent Director 2

Sudha Santhanam(#)(appointed w.e.f. 15th May, 2017)

Non-Executive Independent Director -

Note : Pursuant to takeover of the Company by new management,the Company in its Board Meeting dated 1st December, 2016 reconstituted the Committee and appointed Mr. R. T. Goel as a Chairman, Mr. Arun Jindal and Mr. Nitin Rajore as members of the Stakeholders Relationship Committee and Mr. Swastik Sirsikar (Chairman), Mr. Pradeep Bhargava and Mr. Shantanu Kothavale reigned w.e.f. 2nd December, 2016.(*) Due to resignation of Ms. Shilpa Dixit w.e.f. 10th April, 2017, the Company in its Board Meeting dated 15th May, 2017, reconstituted the Committee and appointed Ms. Sudha Santhanam as member of the Committee.(#) Details are not provided for Ms. Sudha Santhanam since she was not Director in the financial year 2016-17.Terms of reference:i. identify persons who are qualified to become directors and who may be appointed in senior management in accordance

with the criteria laid down, recommend to the Board their appointment and removal and;ii. shall carry out evaluation of every director’s performance;iii. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to

the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;iv. formulation of criteria for evaluation of performance of independent directors and the board of directors;v. devising a policy on diversity of board of directors;vi. whether to extend or continue the term of appointment of the independent director, on the basis of the report of

performance evaluation of independent directors;vii. dealing with any other function as may be prescribed in Companies Act, 2013 and Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015.Meeting of Independent DirectorsDuring the year under review, the independent directors met on July 18, 2016,i) to consider making recommendation to shareholder on open offer made by Western India Forgings Private Limited,

Mr. Krishankumar Jindal and Mr. Arun Jindal.ii) To review the performance of non-independent directors and of Board as whole for the financial year 2016-17. All the independent directors were present at the meeting.

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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Remuneration PolicyRemuneration Policy of the Company forms part of Directors’ Report.QuorumQuorum for Board as well as Committee Meetings is one third or two directors/members of committees, as the case may be, whichever is higher.Other DisclosuresRelated Party Transactions:The details of all transactions with related parties are placed before the Audit Committee periodically, with justification wherever required.No material transaction has been entered into by the Company with related parties that may have a potential conflict with interest of the Company. The details of related party transactions have been given in the Notes to the Accounts forming part of the Balance Sheet.Non- compliance/strictures/penalties imposed:No non-compliance/strictures/penalties have been imposed on the Company by Stock Exchange(s) or the SEBI or any statutory authority on any matters related to capital markets during the last three years.Accounting Treatment:No treatment different from that prescribed in an Accounting Standards has been followed by the Company.Code of Conduct for Prevention of Insider Trading:The Company has a comprehensive Code of Conduct laid down for its employees and Directors for the prevention of insider trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for adherence to Code for Prevention of Insider Trading.Code of Conduct:As required under, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down Code of Conduct for Directors and Senior Management Personnel of the Company.The Company has received affirmation of compliance from Directors and Senior Management Personnel of the Company for the financial year ended March 31, 2017. The said Code is posted on the Company’s website http://www.rkforging.com/wp-content/uploads/2017/05/Revised-code-of-conduct-19082016.pdfMeans of communicationHalf yearly report sent to each household of Shareholder : NoQuarterly, half yearly and the annual results:Which newspapers normally published in : Free Press Journal & NavshaktiAny website where displayed : www.rkforging.comWhether it also displays official news releases andpresentations made to institutional investors or to analysts : YesWhether MD&A is a part of annual report or not : YesCompliance with Governance FrameworkThe Board of Directors periodically reviews the compliance of applicable laws and steps taken by the Company to rectify instances of non-compliance, if any. The Company is in compliance with all mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also adopted the following non-mandatory requirements to the extent mentioned below:• Separate posts of Chairman and Whole Time Director: The positions of the Chairman and the Whole Time Director

are separate. The Non-Executive Chairman of the Company does not maintain office at the Company’s expenses.• Shareholders rights: The quarterly results along with the press release are uploaded on the website of the Company.• Audit qualifications: Company’s financial statements are unqualified.• Reporting of Internal Auditor: The Internal Auditor of the Company directly reports to the Audit Committee on functional

matters.• Disclosure of commodity price risk and commodity hedging activities: The Company is not dealing in commodities

and hence disclosure relating to commodity price risk and commodity hedging activities is not required.

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• Web link where Policy on Related Party Transactions has been disclosed: The same has been uploaded on the Company’s website at http://www.rkforging.com/wp-content/uploads/2017/05/RELATED-PARTY-TRANSACTION-POLICY.pdf

Shareholder InformationThe additional information to shareholders, which forms part of the Corporate Governance Report, is annexed hereto.General Body MeetingsParticulars of Annual General Meetings held during last three years:

AGM for the financial year

Date & time of AGM Venue No. of Special Resolutions

2015-16 20th September, 2016 at 11.30 a.m.

Poona Club Limited, 6 Bund Garden Road, Pune-411001

-

2014-15 10th August, 2015 at 10.30 a.m. Poona Club Limited, 6 Bund Garden Road, Pune-411001

2

2013-14 11th August, 2014 at 10.00 a.m. Poona Club Limited, 6 Bund Garden Road, Pune-411001

-

General Shareholder Information

1. Annual General Meeting: Date and Time - Wednesday, September 27, 2017 at 11.00 a.m. Venue - Poona Club, 6 Bund Garden Road, Pune – 411 001 Financial Year - 1st April, 2016 to 31st March, 2017 Book Closure Dates - September 21, 2017 to September 27, 2017(both days inclusive) Purpose - Annual General Meeting2. Registered Office Address: 29/1, Kharadi Village, Off Pune Nagar Road, Pune 411 0143. Listing Details: No. of securities listed - 1 to 10939400

Name, Address and Telephone Nos. of Stock Exchange Scrip Code Listing Fees for 2016-17BSE LimitedPhiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001Tel.: (022) 22721233 / 34

513369 Paid

4. Share Transfer System: The Registrars and Transfer Agents process, inter-alia, the share transfer requests received in physical and electronic

mode and confirm dematerialization requests and extinguishment of shares and other share registry work. The transfers are normally processed within 10-15 days from the date of receipt if the documents are complete in all respects. Break up of shareholding in physical and demat mode (As on 31st March, 2017)

Type of Holding Percentage to share capitalPhysical 20.10%Dematerialized 79.90%TOTAL 100%

The Company’s shares are regularly traded on BSE Ltd. as is indicated in the table containing market information.5. ISIN Number - INE013J010166. Registrar and Share Transfer Agent: Link Intime India Private Limited

Head Office Pune OfficeC-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup, Mumbai – 400 078Telephone No. (022) 25963838Fax No. (022) 25946979

Block No. 202, 2nd Floor, Akshay Complex, Dhole Patil Road, Pune – 411 001Telephone No. (020) 26160084 / 26161629Email ID : [email protected]

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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7. Market price Data: The monthly high and low market price traded on BSE as on March 31, 2017 are as under:

Month RFL’s Market Value on BSEHigh Low

April, 2016 24.8 17.85May, 2016 27.3 19.8June, 2016 30 28.5July, 2016 32.4 30August, 2016 32.4 26.6September, 2016 32.4 32.4October, 2016 42.1 34November, 2016 50.5 35.1December, 2016 52.8 42January, 2017 68.6 55February, 2017 75.55 65.55March, 2017 73.85 64.6

(Source: www.bseindia.com)

8. Distribution of shareholding as on 31st March, 2017:

Shareholding range No. of shareholders Percentage Shareholding PercentageUp to 500 10862 95.2055 14312840 13.0838501 – 1000 289 2.5331 2494080 2.27991001 – 2000 105 0.9203 1608850 1.47072001 -3000 38 0.3331 940880 0.86013001 – 4000 25 0.2191 943000 0.86204001 – 5000 34 0.2980 1621080 1.48195001 – 10000 25 0.2191 1893980 1.731310001 and above 31 0.2717 85579290 78.2303TOTAL 11409 100.0000 109394000 100.0000

9. Shareholding Pattern as on 31st March, 2017:

Sr. No.

Category No. of shares % of shareholding

A Promoters holding1 Promoters

Indian Promoters 280900 2.57Foreign Promoters 101500 0.93Sub Total 382400 3.50

B Non-Promoter’s Shareholding1 Institutional Investors - -(i) Mutual Funds and UTI - -(ii) Banks, Financial Institutions, Insurance Companies 100 0.001(iii) FII’s - -

Sub Total 100 0.0012 Non-Institutional Investors(i) Individuals 3334764 30.48(ii) Hindu Undivided Family 118195 1.08(iii) Non Resident Indians 865 0.01(iv) Bodies Corporate 7068150 64.61(v) Others 34926 0.32

Sub Total 10556900 96.5GRAND TOTAL 10939400 100

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10. Outstanding ADRs/ GDRs/ Warrants or any convertible instruments, conversion date and likely impact on equity:

Not applicable.11. Plant Location: Gat No 357, Kharabwadi, Chakan Talegaon Road, Chakan 410501, Taluka Khed, District Pune.12. Address for correspondence : Shareholder’s Correspondence can be addressed to :

1. Link Intime India Private Limited : Head Office : C-13,Pannalal Silk Mills Compound, L.B.S. Marg Bhandup, Mumbai 400078 Telephone No. : ( 022 ) 25963838 Fax No. : ( 022) 25946979 Pune Office : Block No 202, Second Floor, Akshay Complex, Dhole Patil Road, Pune –411001 Telephone No. : (020) 26160084, 26161629 E-mail ID :[email protected]. The Company Secretary Rajkumar Forge Limited 29/1 Kharadi Village, Off Pune Nagar Road, Pune – 411 014 Telephone No. : (020) 67310700 /01 /02 Email :[email protected], [email protected]

13. CEO / CFO Certification A certificate by Mr. Shubham Jindal, Chief Financial Officer, in terms of Regulation 17(8) of Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, was placed before the Board at their meeting held on May 29, 2017.

14. Financial Calendar of the Company relating to future immediate reporting: The Financial year covers the period from 1st April 2017 to 31st March, 2018. Financial Reporting for:

Quarter / Year ended Month of approval of Financial Statements30th June, 2017 September, 2017

Relaxation granted by SEBI vide Circular CIR/CFD/FAC/62/2016 dated July 05, 2016, on account of first year of IND AS implementation.

30th September, 2017 November / December, 2017Relaxation granted by SEBI vide Circular CIR/CFD/FAC/62/2016 dated July 05, 2016, on account of first year of IND AS implementation

31st December, 2017 January / February, 201831st March, 2018 April / May, 2018

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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Declaration on Compliance with the Company’s Code of ConductThe Members ofRajkumar Forge LimitedI, Shruti Patil, Company Secretary of Rajkumar Forge Limited, hereby declare that all Directors and members of Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the year ended March 31, 2017.

For Rajkumar Forge Limited

Shruti PatilCompany Secretary

Membership No. A40609Place : PuneDate : August 11, 2017

Auditors’ Certificate regarding compliance of conditions of Corporate GovernanceTo,The Members of Rajkumar Forge Limited,We have examined the compliance of conditions of corporate governance by Rajkumar Forge Limited (hereinafter referred “the Company”), for the year ended on 31st March, 2017 as stipulated in relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of corporate governance as stipulated in the above mentioned Listing Regulations, as applicable.We further state that such compliance is neither an assurance as to the future viability of the Company nor efficiency or effectiveness with which the management has conducted the affairs of the Company.

Gaurav Nashikkar Company Secretary

ACS No: 37259 C P No: 13967Place : PuneDate : August 11, 2017

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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INDEPENDENT AUDITOR’S REPORTTo,The Members of Rajkumar Forge Ltd.Report on the Financial StatementsWe have audited the accompanying financial statements of Rajkumar Forge Ltd. (the "Company") which comprise thea) Balance Sheet as at the 31st March 2017;b) Statement of Profit and Loss for the year ended on that date;c) Cash Flow Statement for the year ended on that date, andd) A summary of significant accounting policies and other explanatory

information.Management Responsibility for the financial statementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includesa) maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

b) selection and application of appropriate accounting policies;c) making judgments and estimates that are reasonable and prudent; andd) design, implementation and maintenance of adequate internal

financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

a) in the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2017.

b) in the case of the statement of profit & loss, of the profit of the Company for the year ended on that date.

c) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

Report on other legal and regulatory requirementsa) As required by the Companies (Auditor's Report) Order, 2016, issued by the

Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we enclose, on the basis of our opinion, our examination of the relevant records and according to the information and explanation given to us, in the "Annexure A" a statement on the matters specified in Paragraphs 3 and 4 of the said Order, to the extent applicable.

b) As required by Section 143(3) of the Act, we report thati We have sought and obtained all the information and

explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

ii In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books;

iii The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

iv In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

v On the basis of the written representations received from the directors as on 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act;

vi With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

vii With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:a) the Company does not have any pending litigations which

would impact its financial position.b) the Company did not have any long-term contracts

including derivative contracts for which there were any material foreseeable losses.

c) there has been no delay on the part of the Company in transferring amounts, required to be transferred, to the Investor Education and Protection Fund.

d) the company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the company.

For Gokhale, Tanksale & Ghatpande,Chartered Accountants

Firm Registration No.103277W

S. M. GhatpandePlace : Pune PartnerDate : 29th May, 2017 Membership No.30462

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT"Annexure A" Referred to in Paragraph a) under the heading "Report on other legal and regulatory requirements" of Our Report of Even Date(i) Fixed Assets

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets, except for quantitative details of furniture & fixtures, which is under updation.

(b) The management has physically verified all the fixed assets during the year, except for quantitative details of furniture & fixtures, which is under updation. No material discrepancies were noticed on such verification during the financial year under review. The frequency of verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of immovable properties owned by the Company are held in the name of the company.

(ii) Inventories The management has conducted physical verification of

inventories (excluding inventories lying with third parties, which have been substantially confirmed by the third parties) at reasonable intervals during the year. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

(iii) Loans granted to related parties The contents of Paragraph 3(iii) of CARO, 2016 are not

applicable since the Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 189 of the Act.

(iv) Compliance with S. 185 & S. 186 The contents of Paragraph 3(iv) of CARO, 2016 are not

applicable since the Company has not made investments, granted loans, offered guarantee and security to which the provisions of section 185 & section 186 of CA, 2013 apply.

(v) Deposits The contents of Paragraph 3(v) of CARO, 2016 are not

applicable since the Company has not accepted deposits from the public within the provisions of Sections 73-76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

(vi) Cost Records Maintenance of cost records is not required by the Companies

(Cost Record & Audit), Rules 2014 prescribed by the Central Government u/s 148(1) of the Act because the turnover of the Company during the last preceding year is less than ` 35 crores.

(vii) Payment of statutory dues(a) The Company is generally regular in depositing with the

appropriate authorities undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service tax, Customs Duty, Excise Duty, cess and other material statutory dues applicable to it. There are no arrears of outstanding undisputed statutory dues as at the last day of the financial year for a period of more than six months from the date those became payable.

(b) There are no disputed amounts outstanding in respect of Income-tax, Sales-tax, Wealth Tax, Service tax, Customs Duty, Excise Duty, cess and other material statutory dues applicable to it as at the last day of the Financial year.

(c) During the year under review, the Company has transferred ` 790,755/- to the Investor Education and Protection Fund in accordance with the provisions of

section 124(5) the Companies Act, 2013 and Rule 4 of the Companies (Declaration & Payment of Dividend) Rules 2014, made thereunder.

(viii) Default in repayment of bank loan The contents of Paragraph 3(v) of CARO, 2016 are not

applicable since the Company has not defaulted in repayment of loans or borrowings obtained from banks and Government. The Company has not issued any debenture nor obtained loans from financial institutions.

(ix) Application of proceeds of term loans / public offer The Company has not raised moneys by way of initial public

offer or further public offer (including debt instruments) during the year under review. The Company has applied the procceds of term loans from banks towards the purposes for which the loans were obtained.

(x) Fraud The contents of Paragraph 3(x) of CARO, 2016 are not

applicable since no material fraud on or by the Company has been noticed or reported during the financial year under review.

(xi) Managerial remuneration The Company has paid or provided managerial remuneration

in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act 2013.

(xii) Nidhi Company The contents of Paragraph 3(xii) of CARO, 2016 are not

applicable since the Company is not a Nidhi Company.(xiii) Related party transactions & compliance with S.177 & 188 All the transactions with related parties are in compliance with

Sections 177 & 188 of the CA 2013 and details thereof have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) Preferential allotment / private placement of shares or convertible debentures & compliance with S 42

The contents of Paragraph 3(xiv) of CARO, 2016 are not applicable since the Company has not made preferential allotment or private placement of equity shares or fully or partly-paid convertible debentures during the year under review.

(xv) Non-cash transactions with directors etc. & compliance with S.192

The contents of paragraph 3(xv) of CARO 2016 are not applicable since(a) the directors have not entered into any arrangement for

acquiring any assets from the company for a consideration other than cash during the financial year under review.

(b) the company has not entered into any arrangement for acquiring any assets from the directors for a consideration other than cash during the financial year under review.

(xvi) Compliance with S.45IA of RBI Act The contents of paragraph 3(xvi) are not applicable since the

company is not required to register itself with RBI under section 45IA of the RBI Act.

For Gokhale, Tanksale & Ghatpande,Chartered Accountants

Firm Registration No.103277W

S. M. GhatpandePlace : Pune PartnerDate : 29th May, 2017 Membership No.30462

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

45

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT"Annexure B" Referred to in Paragraph (b)(vi) under the heading "Report on other legal and regulatory requirements" of Our Report of Even DateReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)We have audited the internal financial controls over financial reporting of Rajkumar Forge Ltd. (“the Company”) as of 31st March 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and its operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that(a) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company;

(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(c) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.OpinionIn our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Gokhale, Tanksale & Ghatpande,Chartered Accountants

Firm Registration No.103277W

S. M. GhatpandePlace : Pune PartnerDate : 29th May, 2017 Membership No.30462

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

46

Balance Sheet as at March 31, 2017Particulars Note As at 31-Mar-17 As at 31-Mar-16

` `

I Equity and liabilities1 Shareholder's Funds

a Share capital 3 109,394,000 109,394,000 b Reserves and surplus 4 82,790,738 124,908,768

2 Non-Current Liabilitiesa Long-term borrowings 5 9,000,000 - b Deferred tax liabilities (Net) 6 8,751,759 4,523,553 c Other long term liabilities 7 20,000 20,000 d Long term provisions 8 5,035,924 6,340,364

3 Current Liabilitiesa Short-term borrowings 9 22,030,168 65,981,347 b Trade payables 10 20,396,654 8,240,710 c Other current liabilities 11 20,417,200 13,181,042 d Short-term provisions 12 2,164,748 3,468,074

Total 280,001,190 336,057,859 II Assets

1 Non-current assetsa Fixed assetsi Tangible assets 13 129,864,043 143,033,006 ii Intangible assets 14 377,447 417,585 iii Capital work-in-progress 53,601,702 53,736,964 b Long term loans and advances 15 3,364,530 4,074,842 c Other non-current assets 16 - 12,500,000

2 Current assetsa Inventories 17 36,793,660 45,734,623 b Trade receivables 18 27,574,019 29,721,133 c Cash and bank balances 19 5,508,883 5,121,561 d Short-term loans and advances 20 17,971,526 37,438,877 e Other current assets 21 4,945,381 4,279,268

Total 280,001,190 336,057,859 Contingent liabilities and commitments (to the extent not provided for) 22 23,104,072 22,103,716 Summary of significant accounting policies 2.1

The accompanying notes are an integral part of the financial statements.As per our report of even date For and on behalf of the Board of DirectorsFor Gokhale, Tanksale & Ghatpande,Chartered AccountantsFirm Registration No 103277W

A. K. Jindal R. T. Goel N. S. RajoreS. M. GHATPANDE Director Director Whole-Time DirectorPartner DIN: 00121523 DIN: 07663394 DIN: 01802633Membership No. 30462

Shubham Jindal Shruti PatilPlace : Pune Chief Financial Officer Company SecretaryDate : 29th May, 2017 Membership No. A40609

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

47

Statement of Profit and Loss for the Year Ended March 31, 2017Particulars Note As at 31-Mar-17 As at 31-Mar-16

` `

I Revenue from operations 23 60,159,609 123,364,903II Other income 24 3,596,256 8,859,691

Total 63,755,865 132,224,594III Expenses:

a Cost of materials consumed 25 18,836,515 29,138,417b Changes in inventories of finished goods and work-in-progress 26 (2,198,848) 2,261,129c Manufacturing expenses 27 23,706,073 51,473,441d Employee benefit expenses 28 25,423,381 28,199,789e Office & administration expenses 29 7,668,275 10,835,485f Selling & distribution expenses 30 6,735,695 3,656,789g Finance cost 31 8,168,798 9,949,079h Depreciation and amortization expense 32 13,292,442 12,100,703i Other expenses 33 13,358 40,783

Total 101,645,689 147,655,616

IV Profit/(Loss) before exceptional items and tax (37,889,824) (15,431,022)

V Exceptional Items (Refer note 42 ) - -

VI Profit/(loss) before tax (37,889,824) (15,431,022)

VII Tax expense:a Current tax - -b MAT credit adjustment for earlier year - 3,209,268c Deferred tax (4,228,207) 1,018,318

VIII Profit/(loss) for the period (42,118,031) (11,203,436)

Earning per equity share (Nominal value : ` 10/-)Basic & diluted 34 (3.85) (1.02)Summary of significant accounting policies 2.1

The accompanying notes are an integral part of the financial statements.As per our report of even date For and on behalf of the Board of DirectorsFor Gokhale, Tanksale & Ghatpande,Chartered AccountantsFirm Registration No 103277W

A. K. Jindal R. T. Goel N. S. RajoreS. M. GHATPANDE Director Director Whole-Time DirectorPartner DIN: 00121523 DIN: 07663394 DIN: 01802633Membership No. 30462

Shubham Jindal Shruti PatilPlace : Pune Chief Financial Officer Company SecretaryDate : 29th May, 2017 Membership No. A40609

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

48

Cash Flow Statement for the year ended 31 March, 2017Particulars As at 31-Mar-17 As at 31-Mar-16

` `A. Cash flow from operating activitiesNet Profit / (Loss) before extraordinary items and tax (37,889,825) (15,431,022)Adjustments for:Depreciation and amortisation 13,292,442 12,100,703Loss on sale of assets 13,358 40,783Finance cost 7,375,005 7,761,404Interest income (459,125) (2,144,040)Operating profit / (loss) before working capital changes (17,668,145) 2,327,828Changes in working capital:(Increase)/ decrease in Inventories 8,940,963 1,849,374(Increase)/ decrease in Trade receivable 2,147,114 17,188,971(Increase)/ decrease in Short term Loans and Advances 19,467,351 26,128,555(Increase)/ decrease in Long term Loans and Advances 710,312 (228,247)(Increase)/ decrease in other non-current assets 12,500,000 -Increase / (Decrease)in Trade payables 12,155,944 (23,923,975)Increase / (Decrease) in Other current liabilities 7,236,158 8,573,363Increase / (Decrease)in short-term borrowings (43,951,179) (34,611,429)Increase (Decrease) in Short-term provisions (1,547,178) 198,557Increase (Decrease) in Long-term provisions (1,304,440) 52,961

16,355,044 (4,771,870)Cash generated from operations (1,313,101) (2,444,042)Net income tax (paid) / refunds (422,261) (2,676,526)Net cash flow from / (used in) operating activities (A) (1,735,362) (5,120,568)B. Cash flow from investing activitiesCapital expenditure on fixed assets, including capital advances (109,914) (9,795,718)Proceeds from sale of fixed assets 13,216 240,000Interest received 459,125 2,144,040Expenditure on construction of Capital WIP 135,262 (4,605,918)Net cash flow from / (used in) investing activities (B) 497,689 (12,017,596)C. Cash flow from financing activitiesProceeds from long-term borrowings 9,000,000 -Repayment of long-term borrowings - (207,670)Interest paid (7,375,005) (7,761,404)Net cash flow from / (used in) financing activities (C) 1,624,995 (7,969,074)Net increase / (decrease) in cash and cash equivalents (A+B+C) 387,322 (25,107,238)Cash and cash equivalents at the beginning of the year 5,121,561 30,228,799Cash and cash equivalents at the end of the year 5,508,883 5,121,561Reconciliation of cash and cash equivalents with the Balance Sheet:Cash and cash equivalents as per Balance Sheet 5,508,883 5,121,561Components of cash and cash equivalentsCash on hand 15,969 48,822Balances with bankOn Current accounts 213,964 1,884On unpaid dividend accounts* 4,278,950 5,070,855Margin money deposit 1,000,000 - *The Company can utilize these balances only towards settlement of the respective unpaid dividend liabilities. 5,508,883 5,121,561

As per our report of even date For and on behalf of the Board of DirectorsFor Gokhale, Tanksale & Ghatpande,Chartered AccountantsFirm Registration No 103277W

A. K. Jindal R. T. Goel N. S. RajoreS. M. GHATPANDE Director Director Whole-Time DirectorPartner DIN: 00121523 DIN: 07663394 DIN: 01802633Membership No. 30462

Shubham Jindal Shruti PatilPlace : Pune Chief Financial Officer Company SecretaryDate : 29th May, 2017 Membership No. A40609

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

49

1 Corporate Information:

Rajkumar Forge Ltd. is a public limited company domiciled in India and incorporated in 1990 under the provisions of the Companies Act, 1956.

The Company is engaged in the business of manufacturing medium and heavy open die forgings for the domestic and export market. The major products which the Company deals in are mill roller shafts, gear shafts, tail bars, gear rings, blanks, table rolls, pinions, spindles, rolls for slab and continuous casters, blooming mill and hot rolling mill roles, elongator rolls, wobblers and gearing components etc.

The registered office of the Company is situated in the State of Maharashtra, India.

The Company is not a Small Company as defined in Section 2(85) of the Companies Act, 2013 ("the Act") because it is a public company.

As per Rule 7 of the Companies (Accounts) Rules 2014, the standards of accounting as specified under the Companies Act, 1956 (1 of 1956) shall be deemed to be the accounting standards until accounting standards are specified by the Central Government u/s 133 of the Companies Act, 2013.

Rule 3 (1) of the Companies (Accounting Standards) Rules, 2006, made by the Central Government u/s 642 (1) read with Section 211(3C) and Section 210A(1) of the Companies Act, 1956 provides that the accounting standards recommended by the Institute of Chartered Accountants of India (ICAI) specified in the annexure to the said Rules shall come into effect in respect of accounting periods commencing on or after the publication of these accounting standards.

The Company is not a Small and Medium Sized Company (SMC) as defined in Rule 2(f) of the Companies (Accounting Standards) Rules, 2006 because

a) its equity securities are listed on the Bombay Stock Exchange.

b) it is a subsidiary company of a company which is a not SMC although

i) it did not have borrowings (including public deposits) in excess of ` 10 crores at any time during the immediately preceding accounting year and in the year under review;

ii) its turnover (excluding other income) did not exceed ` 50 crores in the immediately preceding accounting year and in the year under review, and

c) it is not a bank, financial institution or an insurance company.

2 Basis of Accounting and preparation of Financial Statements

These financial statements comply in all material respects with the relevant provisions of the Act, the Generally Accepted Accounting Principles followed in India in conjunction with the Accounting Standards issued by the Institute of Chartered Accountants of India which are specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI), as applicable. As required by AS 1 issued by the Institute of Chartered Accountants of India, the accounting policies

adopted in the preparation of these financial statements are disclosed below.

2.1 Summary of significant accounting policies

2.1.1 Presentation and disclosure of financial statements

These financial statements have been prepared and presented in accordance with the Schedule III to the Companies Act, 2013.

2.1.2 Accounting Convention:

These financial statements are prepared under the historical cost convention.

2.1.3 Method of Accounting:

As required by Section 128(1) of the Act, these financial statements are prepared in accordance with the accrual method of accounting with revenues recognized and expenses accounted on their accrual including provisions / adjustments for committed obligations and amounts determined as payable or receivable during the period.

2.1.4 Use of Estimates:

The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions, that affect the application of accounting policies and the reported amounts of assets and liabilities and disclosures of contingent liabilities at the end of the reporting periods and the reported amounts of revenues and expenses for the reporting periods. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised.

2.1.5 Consistency:

These financial statements have been prepared on a basis consistent with previous years and accounting policies not specifically referred hereto are consistent with generally accepted accounting principles.

2.1.6 Contingencies and Events occurring after the Balance Sheet Date:

AS 4 issued by the Institute of Chartered Accountants of India is applicable since

i) there are no contingent liabilities existing on the reporting date for which provision may be required and

ii) there are events occurring after the balance sheet date but before the financial statements are approved, having an effect on the balance sheet and profit and loss statement.

2.1.7 Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies:

The Company's Profit & Loss Account presents profit / loss from ordinary activities. There are no extra-ordinary items or

Notes to Accounts forming part of the Financial Statements for the Year Ended ended on 31st March 2017

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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changes in accounting estimates and policies during the year under review which need to be disclosed as per AS 5 issued by the Institute of Chartered Accountants of India.

2.1.8 Cash Flow Statements:

Cash Flows are reported as per the Indirect Method as specified in AS 3 issued by the Institute of Chartered Accountants of India and present the cash flows by operating, investing and financing activities of the Company. Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short term investments with an original maturity of three months or less.

2.1.9 Previous Year Figures:

The figures for the previous year have been rearranged to facilitate comparison.

2.2 Fixed Assets

2.2.1 Tangible Fixed Assets: In accordance with AS 10 issued by the Institute of Chartered Accountants of India,

i) Tangible Fixed Assets are stated at cost of acquisition or construction net of accumulated depreciation and accumulated impairment losses, if any.

ii) The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable incidental expenses related to acquisition and installation and other pre-operative expenses of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

iii) Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are changed to the statement of profit and loss for the period during which such expenses are incurred.

iv) Gains or losses arising from derecognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

v) Capital Work in progress are carried at cost, comprising direct cost, related incidental expenses and attributable interest.

2.2.2 Depreciation on Tangible Fixed Assets: In accordance with AS 6 issued by the Institute of Chartered Accountants of India,

i) Depreciation is the systematic allocation of the depreciable amount of an asset over its useful life and is provided on a straight-line basis over the useful lives as prescribed in Schedule II to the Companies Act, 2013. The useful life of an asset is the period over which an asset is expected to be available for use by an entity, or the number of production or similar units expected to be obtained from the asset by the entity. Depreciation on additions is provided on a pro-rata basis from the month of installation or acquisition and in case of Projects from the date of commencement of commercial production. Depreciation on deductions/disposals is provided on a pro-rata basis up to the month preceding the month of deduction/disposal.

ii) Leasehold land is amortized on a straight line basis over the period of the lease.

2.2.3 Intangible Fixed Assets: In accordance with AS 26 issued by the Institute of Chartered Accountants of India,

i) Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in an amalgamation in the nature of purchase is their fair value as at the date of amalgamation. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the statement of profit and loss in the year in which the expenditure is incurred.

ii) Intangible assets are amortized on a straight line basis over the estimated useful economic life. The company uses a rebuttable presumption that the useful life of an intangible asset will not exceed ten years from the date when the asset is available for use. If the persuasive evidence exists to the effect that useful life of an intangible asset exceeds ten years, the company amortizes the intangible asset over the best estimate of its useful life.

iii) Such intangible assets and intangible assets not yet available for use are tested for impairment annually, either individually or at the cash-generating unit level. All other intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired.

iv) The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization period is changed accordingly. If there has been a significant change in the expected pattern of economic benefits from the asset, the amortization method is changed to reflect the changed pattern. Such changes are accounted for in accordance with AS 5 Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies.

v) Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

2.2.4 Borrowing Costs: In accordance with Accounting Standard 16 issued by the Institute of Chartered Accountants of India,

i) Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

ii) A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale.

iii) Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets. All other borrowing costs are recognized as an expense in the period in which those are incurred.

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2.2.5 Impairment of tangible and intangible assets: In accordance with AS 28 issued by the Institute of Chartered Accountants of India,

i) The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the company estimates the recoverable amount of the asset. Such recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.

ii) The company bases its impairment calculation on detailed budgets and forecast calculations which are prepared separately for each of the company’s cash-generating units to which the individual assets are allocated. These budgets and forecast calculations are generally covering a period of five years. For longer periods, a long term growth rate is calculated and applied to project future cash flows after the fifth year.

iii) Impairment losses of continuing operations, including write-down of inventories, are recognized in the statement of profit and loss, except for previously revalued tangible fixed assets, where the revaluation was taken to revaluation reserve. In this case, the impairment is also recognized in the revaluation reserve up to the amount of any previous revaluation.

iv) After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

v) An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit and loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

2.2.6 Research and development costs: In accordance with AS 26 issued by the Institute of Chartered Accountants of India,

i) Research costs are expensed as incurred. Development expenditure incurred on an individual project is recognized as an intangible asset when the company can demonstrate all the following:

a) The technical feasibility of completing the intangible asset so that it will be available for use or sale.

b) Its intention to complete the asset.

c) Its ability to use or sell the asset.

d) How the asset will generate future economic benefits.

e) The availability of adequate resources to complete the development and to use or sell the asset.

f) The ability to measure reliably the expenditure attributable to the intangible asset during development.

ii) Following the initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized on a straight line basis over the period of expected future benefit from the related project. Amortization is recognized in the statement of profit and loss. During the period of development, the asset is tested for impairment annually.

2.2.7 Leases: In accordance with Accounting Standard 19, issued by the Institute of Chartered Accountants of India,

A Where the company is lessee

i) Finance leases, which effectively transfer to the company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease term at the lower of the fair value of the leased property and present value of minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized as finance costs in the statement of profit and loss. Lease management fees, legal charges and other initial direct costs of lease are capitalized.

ii) A leased asset is depreciated on a straight-line basis over the useful life of the asset. However, if there is no reasonable certainty that the company will obtain the ownership by the end of the lease term, the capitalized asset is depreciated on a straight-line basis over the shorter of the estimated useful life of the asset, the lease term or the useful life.

iii) Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term.

B Where the company is the lessor

i) Leases in which the company transfers substantially all the risks and benefits of ownership of the asset are classified as finance leases. Assets given under finance lease are recognized as a receivable at an amount equal to the net investment in the lease. After initial recognition, the company apportions lease rentals between the principal repayment and interest income so as to achieve a constant periodic rate of return on the net investment outstanding in respect of the finance lease. The interest income is recognized in the statement of profit and loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognized immediately in the statement of profit and loss.

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ii) Leases in which the company does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Assets subject to operating leases are included in fixed assets. Costs, including depreciation, are recognized as an expense in the statement of profit and loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognized immediately in the statement of profit and loss.

2.3 Investments: In accordance with AS 13 issued by the Institute of Chartered Accountants of India,

i) Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.

ii) On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares or other securities, the acquisition cost is the fair value of the securities issued. If an investment is acquired in exchange for another asset, the acquisition is determined by reference to the fair value of the asset given up or by reference to the fair value of the investment acquired, whichever is more clearly evident.

iii) Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.

iv) On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.

v) An investment in land or buildings, which is not intended to be occupied substantially for use by, or in the operations of, the company, is classified as investment property. Investment properties are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.

vi) The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the investment property to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

vii) Depreciation on building component of investment property is calculated on a straight-line basis using the rate arrived at based on the useful life prescribed under the Schedule II to the Companies Act, 2013.

viii) On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.

2.4 Inventories: In accordance with Accounting Standards 2 & 9 issued by the Institute of Chartered Accountants of India,

i) Construction materials, components, stores and spares are valued at the lower of cost and net realizable value (as certified by the management) after providing for the cost of obsolescence. However, materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above its cost of

acquisition. Cost of raw materials, components and stores and spares is determined on a weighted average basis.

ii) Inventories of work in progress are valued, in accordance with the Percentage of Completion Method. Profit on incomplete projects is not recognized unless 20% expenditure has been incurred in respect of the project. Based on projections and estimates by the Company of the expected revenues and costs to completion, provision for losses to completion and / or write off of costs carried to inventories is made on projects where the expected revenues are lower than the estimated costs to completion. In the opinion of the management, the net realisable value of the work in progress as at the balance sheet date will not be lower than the costs so included therein.

iii) Inventories of finished tenements are valued at the carrying value or estimated net realizable value, (as certified by the management) whichever is the less.

iv) Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

2.5 Revenue Recognition: In accordance with AS 9 issued by the Institute of Chartered Accountants of India, Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized.

i) Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of the goods have been passed to the buyer, usually on delivery of the goods. The company collects sales taxes and value added taxes (VAT) on behalf of the government and, therefore, these are not economic benefits flowing to the company. Hence, they are excluded from revenue. Excise duty deducted from revenue (gross) is the amount that is included in the revenue (gross) and not the entire amount of liability arising during the year.

ii) Revenues from maintenance contracts are recognized pro-rata over the period of the contract as and when services are rendered. The company collects service tax on behalf of the government and, therefore, it is not an economic benefit flowing to the company. Hence, it is excluded from revenue.

iii) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head "other income" in the statement of profit and loss.

iv) Dividend income is recognized when the company’s right to receive dividend is established by the reporting date.

2.6 Foreign currency transactions and balances: In accordance with AS 11 issued by the Institute of Chartered Accountants of India,

i) Initial recognition: Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

ii) Conversion: Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the

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transaction. Non-monetary items, which are measured at fair value or other similar valuation denominated in a foreign currency, are translated using the exchange rate at the date when such value was determined.

2.7 Retirement and other employee benefits: In accordance with Accounting Standard 15 issued by the Institute of Chartered Accountants of India,

Short term employee benefits

i) All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. These benefits include salaries, wages, bonus, ex-gratia, short term compensated absences such as paid annual leave. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognized as an expense during the period.

Post employment employee benefits

i) Defined Contribution Schemes: Retirement benefit in the form of provident fund and super annuation fund are defined contribution schemes. The contributions to the provident fund and super-annuation fund are charged to the statement of profit and loss for the year when the contributions to the respective funds are due. The company has no obligation, other than the contributions payable to the respective funds.

ii) Defined benefits plans: The Company operates a defined benefit plan for its employees viz gratuity. The cost of providing benefit under this plan is determined on the basis of actuarial valuation, carried out by an independent actuary at each Balance Sheet date, using the Projected Unit Credit Method, which recognizes each period of service as giving rise to an additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The discount rate used for determining the present value of the obligation under such defined benefit plan are based on market yields on Government securities as at the Balance Sheet date. The Company’s net obligation in respect of the gratuity benefit scheme is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any plan assets is deducted. Actuarial gains and losses are recognized immediately in the Statement of Profit and Loss.

Other long term employee benefits

iii) Company’s liabilities towards long-term compensated absences to employees are accrued on the basis of valuations, as at the Balance Sheet date, carried out by an independent actuary using Projected Unit Credit Method. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Statement of Profit and Loss.

2.8 Tax Expense: In accordance with Accounting Standard 22 issued by the Institute of Chartered Accountants of India,

i) Income-tax expense comprises current tax, deferred tax charge or credit, minimum alternative tax (MAT).

ii) Current income-tax is measured at the amount expected to be paid, after considering tax allowances, deductions and exemptions, to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing

in the respective tax jurisdictions where the company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit and loss.

iii) Deferred tax assets and liabilities are recognized for future tax consequences attributable to the timing differences between taxable income and accounting income that are capable of reversal in one or more subsequent periods and are measured using tax rates enacted or substantively enacted as at the balance sheet date. Deferred income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit and loss.

iv) Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.

v) In the situations where the company is entitled to a tax holiday under the Income-tax Act, 1961 enacted in India or tax laws prevailing in the respective tax jurisdictions where it operates, no deferred tax (asset or liability) is recognized in respect of timing differences which reverse during the tax holiday period, to the extent the company’s gross total income is subject to the deduction during the tax holiday period. Deferred tax in respect of timing differences which reverse after the tax holiday period is recognized in the year in which the timing differences originate. However, the company restricts recognition of deferred tax assets to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized. For recognition of deferred taxes, the timing differences which originate first are considered to reverse first.

vi) At each reporting date, the company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

vii) The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available

viii) Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same taxation authority.

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ix) Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The company recognizes MAT credit available for a particular assessment year as an asset only after the assessment for that year is complete and such credit is finally quantified and only to the extent that there is convincing evidence that the company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as "MAT Credit Entitlement" under the head "Current Assets". The company reviews the "MAT credit entitlement" asset at each reporting date and writes down its carrying amount to the extent such credit is set-off u/s 115JAA or to the extent the company does not have convincing evidence that it will pay normal tax during the specified period.

2.9 Consolidated Financial Statements: In accordance with AS 21 and AS 27 issued by the Institute of Chartered Accountants of India, separate consolidated financial statements of the Company and its Holding Company have been prepared by combining on a line-to-line basis by adding together the book values of like items of assets, liabilities, incomes and expenses after fully eliminating intra-group balances, intra-group transactions and unrealised profits and losses.

2.10 Segment Reporting: In accordance with AS 21 and AS 27 issued by the Institute of Chartered Accountants of India, the Company has identified open die forging as its sole primary operating segment. The Company's secondary geographical segments have been identified based on the location of customers and are demarcated into Indian and Foreign markets.

2.11 Earnings Per Share: In accordance with Accounting Standard 20, issued by the Institute of Chartered Accountants of India.

i) Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

ii) Diluted earnings per share are calculated after adjusting effects of potential equity shares (PES).PES are those shares which will convert into equity shares at a later stage. Profit / loss is adjusted by the expenses incurred on such PES. Adjusted profit/loss is divided by the weighted average number of ordinary plus potential equity shares.

2.12 Provisions: In accordance with Accounting Standard 29 issued by the Institute of Chartered Accountants of India,

i) A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Where the company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of profit and loss net of any reimbursement.

ii) Warranty provisions: Provisions for warranty-related costs are recognized when the product is sold or service provided. Provision is based on historical experience. The estimate of such warranty-related costs is revised annually.

2.13 Contingent Liabilities and Contingent Assets: In accordance with Accounting Standard 29 issued by the Institute of Chartered Accountants of India,

i) A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the financial statements. When there is an obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

ii) Contingent assets are not recognized.

2.14 Accounting Standards not applicable to the Company during the year under review:

i) Accounting for Government Grants: AS 12 is not applicable since the Company has not received any Government Grants.

ii) Accounting for Amalgamations: AS 14 is not applicable since the Company has not so far entered into any amalgamation.

iii) Accounting for Investments in Associates in Consolidated Financial statements: AS 23 is not applicable to the standalone financial statements of the Company.

iv) Discontinuing Operations: AS 24 is not applicable since the Company has not so far discontinued operations.

v) Interim Financial Reporting: AS 25 is not applicable to the financial statements under review.

vi) Financial Reporting of Interests in Joint Ventures: AS 27 is not applicable since the Company has no joint ventures.

vii) Financial Instruments - Recognition & Measurement, Presentation & Disclosures: AS 30, 31 & 32 issued by the Institute of Chartered Accountants of India are not applicable since the Company has not entered into transactions to which these standards apply.

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Notes forming part of the Financial Statements for the Year ended on 31st March 2017Particulars As at

31-Mar-17As at

31-Mar-17As at

31-Mar-16As at

31-Mar-16` ` ` `

3 Share CapitalAuthorized

a No. of equity shares of ` 10/- each 12,500,000 12,500,000b No. of 4% redeemable non-cumulative preference shares of ` 10/- each 750,000 750,000

Total 13,250,000 13,250,000c Amount of equity shares 125,000,000 125,000,000d Amount of 4% redeemable non cumulative preference shares 7,500,000 7,500,000

Total 132,500,000 132,500,000Issued, subscribed and fully paid

e No. of equity shares 10,939,400 10,939,400f No. of 4% redeemable non cumulative preference shares of ` 10/- each - -

Total 10,939,400 10,939,400g Amount of equity shares 109,394,000 109,394,000h Number of equity shares issued and subscribed but not fully paidi Reconciliation of the no of equity shares outstanding at the beginning

and at the end of the reporting periodi Shares outstanding at the beginning of the reporting period 10,939,400 10,939,400ii Shares allotted during the reporting periodiii Shares forfeited during the reporting periodiv Shares bought back during the reporting periodv Shares outstanding at the end of the reporting period 10,939,400 10,939,400

j Shares held by its holding company or its ultimate holding company including shares held by or by subsidiaries or associates of the holding company or the ultimate holding company in aggregate

6,997,218 -

k Shares in the company held by each shareholder holding more than 5 per cent shares specifying the number of shares heldi Western India Forgings Private Ltd. 63.96% 6,997,218ii A. K. Jindal 5.48% 600,000iii Rajkumar S. Kothavale* 0 0 43.17% 4,722,449

* Out of the above, 46,71,249 shares are jointly held with Ratnaprabha Rajkumar Kothavale and Sonal Rajkumar Kothavale.i Details of rights attached to equity shares The company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity shares is entitled to one

vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

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

Particulars As at 31-Mar-17

As at 31-Mar-16

` `

4 Reserves and surplusa Capital redemption reserve

i Balance at the beginning of the reporting period 5,000,000 5,000,000ii Additions during the reporting periodiii Deduction during the reporting periodiv Balance at the end of the reporting period 5,000,000 5,000,000

b Capital reserve: State Capital Subsidyi Balance at the beginning of the reporting period 3,000,000 3,000,000ii Additions during the reporting periodiii Deduction during the reporting periodiv Balance at the end of the reporting period 3,000,000 3,000,000

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Particulars As at 31-Mar-17

As at 31-Mar-16

` `

c General reservei Balance at the beginning of the reporting period 16,099,846 16,099,846ii Additions during the reporting periodiii Deduction during the reporting periodiv Balance at the end of the reporting period 16,099,846 16,099,846

d Surplus in the Statement of profit and lossi Balance at the beginning of the reporting period 100,808,922 112,012,358ii Additions during the reporting period

Profit for the year (42,118,031) (11,203,436)iii Deduction during the reporting period

Depreciation adjustmentiv Balance at the end of the reporting period 58,690,892 100,808,922

Total 82,790,738 124,908,768

5 Long term borrowings (Secured)Term Loan from Bank of Baroda 9,000,000 -Secured by a corporate guarantee issued by the Company's Holding Company

Total 9,000,000 -

6 Deferred tax liabilitiesDeferred tax liabilitiesi Fixed Assets: Impact of difference between income tax depreciation and depreciation charged for

the financial statements 25,627,841 13,131,192

Deferred tax assetsi Impact of expenditure charged to the statement of profit and loss in the current year but allowed

for tax purpose on payment basis.- 3,160,920

ii Carry forward losses/ unabsorbed depreciation 16,876,082 5,446,719Net deferred tax liability 8,751,759 4,523,553

7 Other long term liabilitiesi Security Deposits 20,000 20,000

Total 20,000 20,000

8 Long term provisionsProvision for employee benefit

Gratuity 4,208,585 4,980,704Liability under the Payment of Gratuity Act, 1972 has been actuarially valued. However the liability is not funded externally.Leave encashment 827,339 1,359,660Privilege Leave entitlements Liability has been actuarially valued. However the liability is not funded externally.

Total 5,035,924 6,340,364

9 Short term borrowings (Secured)i Cash credit from banks 22,030,168 28,666,832ii Buyers credit from bank - 37,314,515

Total 22,030,168 65,981,347

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Particulars As at 31-Mar-17

As at 31-Mar-16

` `

Short term borrowings for working capital requirements availed by the Company in the nature of cash credit facility, post shipment demand loan and buyer’s credit are secured by way of hypothecation of the Company’s stocks and book debts, both present and future and also secured by charge on Company’s immovable properties, both present and future, and personal guarantee by the Promoters of the Company Mr. A K Jindal & of Shri K. B. Jindal and corporate guarantee of the holding company, Western India Forgings P. Ltd.The cash credit is repayable on demand & carries interest rate ranging from 12.9% to 13.25%

10 Trade payablesTrade payables (Refer note 30) 20,396,654 8,240,710

Balances of Sundry Creditors are subject to confirmations / reconciliations.Total 20,396,654 8,240,710

11 Other current liabilitiesi Current maturities of long term borrowings 9,000,000 -ii Unpaid dividends 4,278,950 5,070,855iii Advances from customers 3,279,151 4,651,966iv Other Payables 1,846,938 1,235,505v Employee benefits payable 2,012,161 2,222,716

Total 20,417,200 13,181,042

12 Short term provisionsi Provision for employee benefit

Gratuity 241,229 1,267,119Liability under the Payment of Gratuity Act, 1972 has been actuarially valued. However the liability is not funded externally.Leave encashment 76,925 598,213Privilege Leave entitlements Liability has been actuarially valued. However the liability is not funded externally.

ii Provision for income tax 1,846,594 1,602,742Total 2,164,748 3,468,074

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Particulars Gross Block Depreciation Net Block

Cost Additions Disposals Cost Depreciation Addition on Disposals

Depreciation WDV WDV

1-Apr-16 2016-17 2016-17 31-Mar-17 1-Apr-16 2016-17 2016-17 31-Mar-17 31-Mar-16 31-Mar-17` ` ` ` ` ` ` ` ` `

13 Tangible Fixed Assets and depreciationFreehold LandFY 2016-17 1,370,978 1,370,978 - - 1,370,978 1,370,978FY 2015-16 1,370,978 - - 1,370,978 - - - - 1,370,978 1,370,978BuildingsFY 2016-17 48,526,018 48,526,018 16,996,970 2,661,500 19,658,470 31,529,048 28,867,548FY 2015-16 48,526,018 - - 48,526,018 14,306,238 2,690,732 - 16,996,970 34,219,780 31,529,048Plant and MachineryFY 2016-17 272,917,294 109,914 (42,333) 272,984,875 167,169,343 9,388,145 (15,759) 176,541,729 105,747,952 96,443,147FY 2015-16 263,121,576 9,795,718 - 272,917,294 159,003,989 8,165,353 - 167,169,343 104,117,587 105,747,952Furniture & FixturesFY 2016-17 4,984,023 4,984,023 3,092,422 571,172 3,663,594 1,891,602 1,320,429FY 2015-16 4,984,023 - - 4,984,023 2,518,943 573,478 - 3,092,422 2,465,080 1,891,602VehiclesFY 2016-17 4,885,960 4,885,960 2,392,533 631,486 3,024,019 2,493,427 1,861,941FY 2015-16 6,479,973 - (1,594,013) 4,885,960 3,074,762 631,001 (1,313,230) 2,392,533 3,405,211 2,493,427Total at the end of the reporting periodFY 2016-17 332,684,273 109,914 (42,333) 332,751,854 189,651,267 13,252,304 (15,759) 202,887,812 143,033,006 129,864,043FY 2015-16 324,482,568 9,795,718 (1,594,013) 332,684,273 178,903,933 12,060,565 (1,313,230) 189,651,267 145,578,636 143,033,006

14 Intangible Fixed Assets and amortisationSoftwareFY 2016-17 1,294,572 1,294,572 876,987 40,138 917,125 417,585 377,447FY 2015-16 1,294,572 - - 1,294,572 836,849 40,138 - 876,987 457,723 417,585Total at the end of the reporting periodFY 2016-17 1,294,572 - - 1,294,572 876,987 40,138 - 917,125 417,585 377,447FY 2015-16 1,294,572 - - 1,294,572 836,849 40,138 - 876,987 457,723 417,585

Particulars As at 31-Mar-17

As at 31-Mar-16

` `

15 Long term loans & advances, Unsecured, considered goodCapital advances - 710,312Security deposits 3,364,530 3,364,530

Total 3,364,530 4,074,842

16 Other non current assetsMargin money with original maturity for more than 12 months (Pledged for margin money towards letter of credit and bank guarantee) - 12,500,000

Total - 12,500,000

17 Inventories (Valued at cost or net realizable value, whichever is less)Raw materials 6,513,852 17,653,663Work in progress 23,475,722 20,771,871Goods in transit - 1,251,008Stores, spares and loose tools 6,804,086 6,058,081

Total 36,793,660 45,734,623

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Particulars As at 31-Mar-17

As at 31-Mar-16

` `

18 Trade receivablesTrade receivable outstanding for a period less than six monthsUnsecured, considered good 13,971,631 17,180,018Trade receivable outstanding for a period exceeding six monthsUnsecured, considered good 13,602,388 12,541,115Unsecured, considered doubtful 919,660 919,660Less: Provision for doubtful debts (919,660) (919,660)

Total 27,574,019 29,721,133

19 Cash and bank balancesCash on hand 15,969 48,822Balances with bankOn current accounts 213,964 1,884On unpaid dividend accounts 4,278,950 5,070,855

Total 4,508,883 5,121,561Other bank balancesMargin money deposit 1,000,000 12,500,000Less:- Amount disclosed under other non-current assets 12,500,000

1,000,000 -Total 5,508,883 5,121,561

20 Short-term loans and advances(Unsecured, considered good, unless otherwise stated)Balances with statutory/government authoritiesExcise & Service Tax 3,373,195 5,884,779VAT receivable 12,748,421 23,380,348Advance recoverable in cash or kind 586,918 430,756Export benefit receivable 627,555 7,220,266Prepaid insurance 440,429 522,728Receivable from related partyLoans & Advances to related party 195,008 -

Total 17,971,526 37,438,877

21 Other current assetsAdvance Tax & TDS 4,945,381 4,279,268

Total 4,945,381 4,279,268In the opinion of the Board, all the assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

22 Contingent liabilities and commitments (to the extent not provided for)Contingent LiabilitiesGuarantees & Letter of Credit issued by bankers on behalf of the Company 8,171,293 2,276,563Claims against the company not acknowledged as debt 0 19,798,653Custom duty on shortfall in export obligation under EPCG Scheme to be performed by 31/03/2019 (excluding interest & penalty, if any)

14,932,779 0

Capital Commitments 0 28,500Total 23,104,072 22,103,716

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Particulars 2016-17 2015-16` `

23 Revenue from operationsGross salesi Export sales 11,173,099 90,944,002ii Domestic sale of products 31,450,370 11,473,250

Add: Excise duty collected 4,214,457 1,209,160Add: MVAT / CST collected 1,727,935 1,403,680Less: Excise duty paid (4,214,457) (1,209,160)Less: MVAT / CST paid (1,793,882) (1,403,680)

Other operating revenuesi Export benefits 284,986 7,225,590ii Sale of scrap 1,511,850 2,901,725iii Job work 15,805,251 10,820,336

Total 60,159,609 123,364,903

24 Other incomei Interest income 459,125 2,144,040ii Excess Provision Written Back 2,851,618 -iii Foreign exchange gain (net) 285,513 2,450,315iv Miscellaneous income - 2,663,100v Sundry balances written back - 1,602,235

Total 3,596,256 8,859,691

25 Cost of materials consumedi Inventory at the beginning 17,653,663 16,345,064ii Add: Purchases 7,696,704 30,447,016iii Less: Inventory at the end (6,513,852) (17,653,663)Cost of materials consumed 18,836,515 29,138,417

Details of raw material consumption:Alloy & Steel Ingots 18,836,515 29,138,417

26 Changes in inventoriesInventories at the end of the year

i Work in progress (23,475,722) (20,771,871)ii Finished goods - (1,251,008)iii Scrap (998,890) (252,885)

Inventories at the beginning of the yeari Work in progress 20,771,871 22,126,302ii Finished Goods 1,251,008 677,216iii Scrap 252,885 1,733,375

Total (2,198,848) 2,261,129

27 Manufacturing expensesi Power & fuel 17,555,190 30,743,023ii Machining charges 1,612,245 2,678,734iii Consumption of stores and spares parts 1,348,336 4,484,419iv Security Expenses 922,448 1,710,405v Commitment charges ( machining) 757,912 7,386,535vi Labour Charges - Manufacturing 502,993 242,912vii Quality Control Expenses 438,040 645,654viii Freight & forwarding charges 228,867 1,894,596ix Repairs to plant & machinery 222,526 466,709x Other manufacturing expenses 117,516 1,220,454

Total 23,706,073 51,473,441

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Particulars 2016-17 2015-16` `

28 Employee benefit expensesi Salaries & wages 21,671,796 25,448,178ii Contribution to provident and other funds 937,935 1,155,094iii Gratuity expense 1,791,915 248,737iv Staff welfare expenses 1,021,735 1,347,780

Total 25,423,381 28,199,789

29 Office & administration expensesi Legal & professional fees 1,791,889 1,102,521ii Rent 1,034,488 1,483,994iii Power -office 840,490 105,160iv Hire charges 742,511 1,166,238v Directors' sitting fees 540,000 270,000vi General meeting expenses 539,317 124,293vii Insurance 349,782 371,142viii Rates and taxes 162,799 161,907ix Auditor remuneration

Audit fees 240,000 400,000VAT Audit 25,000 60,000Tax audit fees 35,000 35,000

x Housekeeping expenses 246,126 309,783xi Communication expenses 218,906 351,139xii Listing Fees 200,000 200,000xiii Printing & stationery 161,287 251,266xiv License & application Fees 108,432 108,594xv Indirect taxes 90,942 3,105,164xvi Other administration expenses 341,306 1,229,284

Total 7,668,275 10,835,485

30 Selling & distribution expensesi Bad debts 3,222,776 -ii Travelling and conveyance expenses 2,593,259 3,656,789iii Provision for doubtful debts 919,660 -

Total 6,735,695 3,656,789

31 Finance costsi Interest on term loans from banks 4,803,386 3,324,625ii Interest on term loans from banks 2,571,619 659,547iii Revaluation of forward contracts - 3,777,232iv Bank charges 793,793 2,187,675

Total 8,168,798 9,949,079

32 Depreciation and amortization expensei Depreciation 13,252,304 12,060,565ii Amortization 40,138 40,138

Total 13,292,442 12,100,703

33 Other expensesi Loss of sales of assets 13,358 40,783

Total 13,358 40,783

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Particulars 2016-17 2015-16`

34 Earnings Per Share (EPS):Earnings per share is calculated in accordance with the AS 20Particulars

a Profit after tax (` ) (42,118,031) (11,203,436)b Weighted Average Number of Equity shares 10,939,400 10,939,400c Nominal Value of Equity Share (`) 10 10d. Basic and Diluted Earnings Per Share (`) (3.85) (1.02)

35 Additional Information A Value of imports calculated on C.I.F basis

Raw materials & consumables - 4,551,601Components and spare parts 124,453 115,102

Total 124,453 4,666,703 B Expenditure in foreign currency

Foreign travel - 411,217 Total 411,217

C (i) Total value of all imported raw materials, spare parts and components consumedRaw materials - 3,391,249Stores, spare parts & components 99,022 89,950

Total imported (i) 99,022 3,481,199(ii) Total value of all indigenous raw materials, spare parts and components similarly

consumedRaw materials 18,836,515 25,747,168Stores, spare parts & components 1,249,314 4,394,469

Total indigenous (ii) 20,085,829 30,141,637(iii) Total value of all imported & indigenuos raw materials, spare parts and components

consumedRaw materials 18,836,515 29,138,417Stores, spare parts & components 1,348,336 4,484,419

Grand Total (i + ii) 20,184,851 33,622,836The percentage of indigenous items to the total consumption 99.51% 89.65%The percentage of imported items to the total consumption 0.49% 10.35%

D Earnings in foreign exchangeExport of goods on F.O.B. basis 11,173,099 90,091,203

Total 11,173,099 90,091,203

36 Disclosure of the details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016:

SBNs Other denomination notes

Total

a) Closing cash in hand as on 08.11.2016 53,000 93 53,093 b) (+) Permitted receipts 113,000 113,000 c) (-) Permitted payments 112,910 112,910 d) (-) Amount deposited in Banks 53,000 53,000 e) Closing cash in hand as on 30.12.2016 - 183 183

Particulars 2016-17 2015-16` `

37 Disclosure for assets taken on lease as per AS 19:The Company had entered into a commercial lease agreement for taking office space on lease. The lease agreement was for a period of 33 months with renewal option and escalation clauses. There were no restrictions placed upon the Company by entering into this lease. The Company had not given any sub-lease during the year. The lease arrangement did not include a non-cancellable period. Accordingly the lease was terminated during the year under review.The lease rent debited to the Statement of Profit & Loss is 1,034,488 1,483,994

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Particulars 2016-17 2015-16` `

38 Disclosures pursuant to Accounting Standard- 15 "Employee Benefits":(A) Defined Contribution Plans:

The Company's Provident Fund Scheme (including pension fund scheme for eligible employees) and superannuation fund scheme are defined contribution plans.The expenses debited to the Statement of Profit and Loss area) Provident fund 779,291 868,395b) Superannuation Fund 158,644 286,699

937,935 1,155,094(B) Defined Benefit Plan:

The Company operates a gratuity scheme plan for its employees. Every employee who has completed five years or more of service gets a gratuity on death or resignation or retirement at 15 days' salary (last drawn salary) for each completed year of service.The expense debited to the Statement of Profit and Loss isGratuity 1,791,915 248,737

The following tables set out disclosures prescribed by AS 15 in respect of Company's unfunded gratuity plan

I Changes in the present value of the defined benefit obligation representing reconciliation of opening and closing balances thereof are as follows:Defined Benefit Plan:ParticularsPresent value of Obligation at the beginning of the year 6,247,823 6,035,144Current Service Cost 337,613 456,959Interest Cost 420,349 484,134Contributions by plan participant - -Actuarial (Gain) / Loss due to change in assumptions (569,048) (692,356)Acquisition / Business Combination / DivestitureBenefits Paid (1,986,923) (36,058)Past service cost - -Curtailments - -Settlements - -Present value of Obligation at the end of the year 4,449,814 6,247,823

II Amounts recognised in the balance sheet are as follows:ParticularsPresent value of Obligation at the end of the year 4,449,814 6,247,823Funded value of asset (unfunded) - -Net Asset / (Liability) recognised in Balance Sheet (4,449,814) (6,247,823)

III Expense recognized in the Statement of Profit and Loss Account are as follows:ParticularsCurrent Service Cost 337,613 456,959Interest Cost 420,349 484,134Expected return on Plan Asset - -Net actuarial (gain) / loss recognized in the year (569,048) (692,356)Past service cost - -Effect of Curtailments - -Expense / (Income) recognised in the Statement of Profit & Loss 188,914 248,737

IV Principal Actuarial Assumptions at the balance sheet date:Economic Assumptions:Discount Rate (per annum) 7.50% 8.00%Basic salary increases allowing for price inflation etc. 8.00% 8.00%Withdrawal Rate 5.00% 5.00%

The estimates of future salary increase, considered in actuarial valuation, taken on account of inflation, seniority, promotion and other relevant factors such as supply & demand in the employment market.

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

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V Disclosure under AS 15

Particulars Year endedMarch 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013

` ` ` ` `

Defined benefit obligation 4,449,814 6,247,823 6,035,144 4,980,506 4,414,233Plan asset - - - - -Surplus/(deficit) (4,449,814) (6,247,823) (6,035,144) (4,980,506) (4,414,233)Experience adjustments on plan asset

- - - - -

Experience adjustments on plan liability (gain/loss)

(760,160) (623,726) (350,324) 170,032 850,556

39 a) The year-end foreign currency (FC) exposures that are unhedged by a derivative instrument or otherwise are as follows:

Particulars As at 31-Mar-17 As at 31-Mar-16Receivables in foreign currency ` 19,615 USD 304.37 ` 10,123,913 USD 153,765

` 9,76,374 GBP 12,150 Nil NilAdvance from customers ` 21,57,151 USD 33.475 ` 2,681,852 USD 40,733

` 141,450 GBP 1,500Buyers' credit 0 0 ` 2,750,511 USD 41,380

` 34,564,004 Euro 457,196 b) The Company has entered into forward contracts to cover the expected receivables against foreign exchange rate fluctuations

Currency As at March 31, 2017 As at March 31, 2016No of contracts Amount in foreign currency No of contracts Amount in foreign currency

USD 0 0 2 200,00040 Related party disclosuresA Names of related parties and related party relationship1 Related parties where control exists

Holding Company Western India Forgings Pvt. Ltd.Fellow subsidiary Orient Precision Engineering Pvt. Ltd.Key management personnel A. K. Jindal Director

N. S. Rajore Whole-time DirectorR. T. Goel Independent Director

Shilpa K. Dixit Independent DirectorS. Padmanabhan Director

Pradeep Bhargava Independent DirectorSwastik Sirsikar Independent Director

Shantanu R Kothavale DirectorRatnaprabha Kothavale Director

R S Kothavale Managing DirectorShubham A Jindal Chief Financial Officer

Relatives of key management personnel K. B. JindalMrs. Shruti A JindalMs. Arushi A JindalMrs. Renu Agarwal

R S Kothavale (HUF)Sonal Kothavale

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

Kran Rader Pvt. Ltd.

Arya Associates

RAJKUMAR FORGE LIMITED 27TH ANNUAL REPORT- 2016-2017

65

2 Related party transactions

Particulars 2016-17 2015-16` `

A. BALANCE SHEET ITEMSa Equity share capital

Western India Forgings Pvt. Ltd. 69,972,180 -A. K. Jindal 6,000,000 -K. B. Jindal 250,000 -R S Kothavale - 47,224,490

76,222,180 47,224,490b Balance Payable at year end

Western India Forgings Pvt. Ltd. 489,725 -Orient Precision Engineering Pvt. Ltd. 21,584 -

511,309 - Balance Receivable at year endR S Kothavale 195,008 -

195,008 -c Purchase of machinery

Orient Precision Engineering Pvt. Ltd. - 8,437,500 - 8,437,500

TOTAL (A) 76,928,497 55,661,990

B. PROFIT & LOSS ITEMSa Sale of forgings

Western India Forgings Pvt. Ltd. 14,016,988 - 14,016,988 -

b PurchasesWestern India Forgings Pvt. Ltd. 1,838,220 -

1,838,220 - c Remuneration paid during the year

R S Kothavale - Salary, Allowances & Perquisites 1,229,565 1,729,913 1,229,565 1,729,913

d Office RentR S Kothavale (HUF) 840,000 1,205,000Sonal Kothavale 194,488 278,994

1,034,488 1,483,994e Machining charges

Orient Precision Engineering Pvt. Ltd. 301,126 343,831 301,126 343,831

f Commitment chargesOrient Precision Engineering Pvt. Ltd. 757,912 7,386,535Western India Forgings Pvt. Ltd. 37,665 -

795,577 7,386,535g Director's Sitting Fees

A. K. Jindal 60,000 -R. T. Goel 60,000 -Shilpa K. Dixit 60,000 -S. Padmanabhan 70,000 40,000Pradeep Bhargava 110,000 80,000Swastik Sirsikar 100,000 80,000Shantanu R Kothavale 30,000 30,000Ratnaprabha Kothavale 50,000 40,000

540,000 270,000TOTAL (B) 19,215,964 10,944,273

Total (A + B) 96,144,461 66,606,263

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66

41 Segment Reporting as per AS-17 There is only one primary segment of the Company’s operations, namely, manufacture of forgings. The secondary segment of the

Company’s operations is identified on the basis of geographical location of the customers because the operations of the Company comprise local sales & export sales. The management views the Indian market & the export market as distinct geographical segments details of which are disclosed as follows:

Particulars Year ended 31/03/2017 (In `)

Segment Revenue 48,986,510 11,173,099 60,159,609Addition to fixed assets 109,914 109,914Carrying value of assets 274,059,820 995,989 275,055,809

Year ended 31/03/2016(In `)

Segment Revenue 32,420,901 90,944,002 123,364,903Addition to fixed assets 9,795,718 9,795,718Carrying value of assets 321,654,678 10,123,913 331,778,591

42 Additional information related to delayed payment by the Company to Micro / Small Enterprises as per Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006):

Sr Particulars 2016-17 2015-16(i) The principal amount remaining unpaid to any supplier (as defined in S2(n) of MSMED Act, 2006)

as at the end of the accounting yearNil Nil

(ii) The interest due on the principal amount remaining unpaid to any such supplier as at the end of the accounting year

Nil Nil

(iii) The amounts of payments made to such supplier beyond the appointed day during the accounting year

Nil Nil

(iv) The amount of interest paid by the company in terms of S 16 of MSMED Act, 2006, during the accounting year

Nil Nil

(v) The amount of interest due and payable for the period of delay in making payment without adding the interest specified under MSMED Act, 2006.

Nil Nil

(vi) The amount of interest accrued and remaining unpaid at the end of the accounting year Nil Nil(vii) The amount of further interest due and payable even in the succeeding years until such a day

when the interest dues are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure u/s 23 of the MSMED Act, 2006

Nil Nil

As per of our report of even date For and on behalf of the Board of DirectorsFor Gokhale, Tanksale & Ghatpande,Chartered AccountantsFirm Registration No 103277W

A. K. Jindal R. T. Goel N. S. RajoreS. M. GHATPANDE Director Director Whole-Time DirectorPartner DIN: 00121523 DIN: 07663394 DIN: 01802633Membership No. 30462

Shubham Jindal Shruti PatilPlace : Pune Chief Financial Officer Company SecretaryDate : 29th May, 2017 Membership No. A40609

RAJKUMAR FORGE LIMITED (CIN: L28910PN1990PLC056985)

Registered Office: 29/1, Kharadi Village, Off-Pune Nagar Road, Pune – 411014Email ID: [email protected] Website: www.rkforging.com Phone: (20) 67310700/01/02

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

Joint shareholders may obtain additional Slip at the venue of the meeting.

ATTENDANCE SLIP

27th Annual General Meeting of the Company held on Wednesday, September 27, 2017 at 11.00 a.m. at

Poona Club Limited, 6, Bund Garden Road, Pune – 411001.

DP Id.* : ________________________ Folio No. : _______________________

Client Id.* : ______________________ No. of shares : ____________________

NAME AND ADDRESS OF THE SHAREHOLDER /PROXY __________________________________________________

_________________________________________I hereby record my presence at the 27th ANNUAL GENERAL MEETING

of the Company held on Wednesday, September 27, 2017 at 11.00 a.m. at Poona Club Limited, 6, Bund Garden Road,

Pune – 411001.

Signature of Shareholder/proxy

*Applicable for investors holding shares in electronic form.

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

Affix Revenue Stamp of

Appropriate Value

RAJKUMAR FORGE LIMITEDCIN: L28910PN1990PLC056985

Registered Office : 29/1, Kharadi Village, Off-Pune Nagar Road, Pune – 411014Email ID: [email protected] Website: www.rkforging.com Phone: (20) 67310700/01/02

FORM MGT – 11 PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]Name of the Member(s) :Registered Address :E-mail ID :Folio No / Client Id* :DP ID* :

I/We, being the member(s) of _____________ Equity Shares of the above named Company, hereby appoint:

1) _____________________________of_________________________ having e-mail id_____________________________ or failing him

2) _____________________________of_________________________ having e-mail id_____________________________ or failing him

3) _____________________________of_________________________ having e-mail id_____________________________ or failing him

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 27th Annual General Meeting of the Company, to be held on Wednesday, September 27, 2017 at 11.00 a.m. at Poona Club Limited, 6, Bund Garden Road, Pune – 411 001 and at any adjournment thereof in respect of such resolutions as are indicated below:

** I wish my above Proxy to vote in the manner as indicated in the box below:

Resolutions For AgainstOrdinary Business

1. Consider and adopt the Audited Financial Statement of the Company for the financial year ended March 31, 2017, reports of the Auditors and Directors thereon.

2. Appointment and fixation of remuneration of M/s. Gokhale, Tanksale and Ghatpande, Chartered Accountants (Firm Registration no. 103277W) as Statutory Auditors of the Company for a period of five years from the conclusion of this Annual General Meeting (AGM) till the conclusion of 32nd Annual General Meeting.

SPECIAL BUSINESS3. Appointment of Mr. Arun Krishankumar Jindal, (DIN : 00121523) as Director of the Company.4. Appointment of Mr. Nitin Rajore, (DIN : 01802633) as Director of the Company.5. Appointment of Mr. Ratanlal Tikaram Goel, (DIN : 07663394) as Independent Director of the Company for a period of 5

years (AGM to AGM).6. Appointment of Ms. Sudha Santhanam, (DIN : 06579108) as Independent Director of the Company for a period of 5 years

(AGM to AGM).7. Re-classification of Promoters into Public Category.8. Approval of material related party transactions.9. Fixation of fees for Delivery of any documents to shareholders.10. Adoption of new set of Articles of Association.

* Applicable for investors holding shares in electronic form.

Signed this________________day of __________________2017 Signature of shareholder

________________________ ___________________________ _________________________Signature of first Proxy holder Signature of second Proxy holder Signature of third Proxy holder

Notes:-1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,

not less than 48 hours before the Commencement of the meeting.2. A Proxy need not be a member of the Company.3. A Person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share

capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

**4. This is only optional, please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.6. In the case of Joint-holders, the signature of any one holder will be sufficient, but names of all the Joint-holders should be stated.

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

NOTES

If Undelivered Please Return To :

RAJKUMAR FORGE LIMITEDRegd Office : 28/1, Kharadi Village, Off Pune Nagar Road, Pune – 411 014.Phone : 020 - 67310700/01/02Web Site : www.rkforging.comEmail : secretarial @rkforge.in [email protected]