Directors Report of Kalyani Forge Ltd.

Mar 31, 2025

The Board of Directors of your Company is pleased to present the 46^th Annual Report together with the Audited Financial
Statement of Kalyani Forge Limited ("the Company") for the financial year ended 31^st March 2025.

FINANCIAL PERFORMANCE:

The summarized standalone results of your Company are given below.

Financial Year ended 31st March 2025 Standalone 31st March 2025 31st March 2024
Total income from operations (net)	23,915.44	24,066.32
Expenses	22,755.03	23,504.40
Profit/(loss) before Exceptional Items and Tax	1,160.41	561.92
Exceptional Items and Tax Expenses	328.93	106.91
Net Profit/ (Loss) After Tax for the Year Balance of Profit from Previous Year (Retained Earnings plus Other Comprehensive Income) Other Comprehensive income for the year	831.48	455.01
	7,836.82	7,406.31
	877.14	84.64
Dividend Amount Paid	(109.14)	(109.14)
Balance of Total at the end of reporting period includes Retained Earnings and Other Comprehensive Income	8,604.82	7,836.82

13. COMPOSITION OF BOARD AND ITS ATTENDANCE:

The composition of the Board of Directors as on 31^st March 2025 and attendance of members in the meetings held
during the financial year 2024-25 are as under:

Name of the Director	Designation	Category	No. of meetings attended
Mrs. Rohini G. Kalyani	Chairperson of the Board	Executive Chairperson	6
Mr. Gaurishankar N. Kalyani	Member of the Board	Non - Executive & Non Independent Director	6
Mr. Viraj G. Kalyani	Member of the Board	Managing Director	6
Mr. Abhijit Sen	Member of the Board	Non - Executive & Independent Director	6
Mr. Ajay Tandon	Member of the Board	Non - Executive & Independent Director	6
Mr. Jeevan Mahaldar	Member of the Board	Non - Executive & Independent Director	5

1. SUMMARY OF OPERATIONS:

During the year under review, the net revenue
from operations of your Company for FY2024-25
decreased to ''23,915.44 Lakhs as compared to
''24,066.32 Lakhs in FY2023-24. The Profit After
Tax stood at ''831.48 Lakhs, showing a significant
improvement over the profit of ''455.01 Lakhs
reported in FY2023-24.

2. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

3. RESERVES:

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

4. DIVIDEND:

Based on the Company''s financial performance, the
Board of Directors is pleased to recommend, for the
approval of the members, a final dividend of ''4/- per
equity share (i.e., 40% of the face value of ''10/- each)
for the financial year 2024-25.

5. CAPITAL/ FINANCE:

During the year, the Company has not issued/allotted
equity or preference shares. As on 31^st March 2025,
the issued, subscribed and paid-up share capital
of your Company is at ''3,63,80,000/-, comprising
36,38,000 equity shares of ''10/- each.

6. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Companies
Act, 2013, are given in the notes to the Financial
Statements. (Refer Note 17 and 19 of the Financial
Statements)

7. RELATED PARTY TRANSACTIONS:

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

During the year, all contracts, arrangements, or
transactions with related parties that could be
considered material were entered into in accordance
with the Company''s Policy on Materiality of Related
Party Transactions, which is available on the
Company''s website at: https://kalyaniforge.com/

The summary of related party transaction in Form
AOC-2 is enclosed as Annexure 1. Related Party
disclosures as per Ind AS 24 have been provided in
Note 30.7 to the financial statements.

8. FIXED DEPOSITS:

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

9. MATERIAL EVENTS OCCURRING AFTER
BALANCE SHEET DATE

There were no material changes, events and
commitments affecting the financial position of your
Company between the end of the Financial Year
and the date of this report.

10. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)

(a) of the Act, the extract of the Annual Return
of the Company for the financial year 2024-25
shall available on the website of the Company at
https://kalvaniforge.com/investors/annual-general-
meeting/

11. TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Companies Act,
2013 and the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), as amended from
time to time, the declared dividends that remain
unpaid or unclaimed for a period of seven (7) years
from the date they become due for payment,
along with the corresponding shares, are required
to be transferred by the Company to the Investor
Education and Protection Fund (IEPF) established by
the Central Government.

14. COMMITTEES OF BOARD:

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

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declarations
from each Independent Director in accordance with
Section 149(7) of the Act and Regulations 16(1) (b) and
25(8) of the Listing Regulations, that he/she meets
the criteria of independence as laid out in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing

Accordingly, during the year under review, the
Company transferred such unpaid or unclaimed
dividends, along with the corresponding shares, to
the IEPF. Shareholders may claim their shares and/or
the dividend amount so transferred to the IEPF.

Date of Declaration	Type of Dividend	Amount transferred ('')	No. of equity shares transferred
7th July 2017	Final	7,33,776	2,741

The Company published a newspaper advertisement
in Financial Express and Loksatta dated 29^th November
2024, informing the respective shareholders who had
not claimed dividends for seven (7) consecutive
years, and whose shares were liable to be transferred
to the Investor Education and Protection Fund (IEPF)
during the financial year 2024-25.

12. DETAILS OF BOARD MEETINGS:

The Board of Directors duly met six times (6) during
2024-25. For more details, please refer to the section
on Corporate Governance Report forming part
of this Report. The intervening gap between any
two consecutive meetings was within the period
prescribed under the provisions of the Companies
Act, 2013 and Listing Regulations.

Regulations. And there has been no change in the
circumstances affecting their status as Independent
directors of the Company.

16. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
a. Directors

In accordance with the provisions of Section 152
of the Companies Act, 2013, and the Company''s
Articles of Association, Mrs. Rohini G. Kalyani (DIN
- 000519565), Director, retires by rotation at the
ensuing Annual General Meeting (AGM), and
being eligible, offers herself for re-appointment.

During the year under review, the Board
appointed Mr. Ajay Tandon as an Additional
Independent Director with effect from 27^th April
2024, and Mr. Jeevan Mahaldar as an Additional
Independent Director with effect from 30^th
May 2024. The Members of the Company
subsequently approved their appointment as
Independent Directors for a term of five years,
through special resolutions passed via postal
ballot on 26^th July 2024.

I n the opinion of the Board, Mr. Ajay Tandon
and Mr. Jeevan Mahaldar possess the requisite
expertise, integrity, experience and proficiency.

b. Key Managerial Personnel

Mr. Aniruddha Hubalikar tendered his resignation
from the position of Company Secretary and
Compliance Officer of the Company with effect
from 9^th April 2024. The Board took note of the
same and placed it on record. Pursuant thereto,
Ms. Rachana Agarwal, possessing the requisite
qualifications and experience, was appointed
as the Company Secretary and Compliance
Officer with effect from 9^th August 2024.

Further, Mr. Viraj G. Kalyani resigned from the
position of Chief Financial Officer (CFO), and
to fill the resulting vacancy, Mr. Nilesh Bandale,
being a suitable candidate, was appointed as
CFO with effect from 12^th November 2024.

17. FORMAL ANNUAL EVALUATION:

In accordance with the provisions of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board is responsible for
monitoring and reviewing the Board evaluation
framework. Additionally, as per the Companies Act,
2013, the Board is required to undertake a formal
annual evaluation of its own performance, as well
as that of its Committees and individual Directors.
Further, Schedule IV of the Companies Act, 2013,
provides that the performance evaluation of
Independent Directors shall be conducted by the
entire Board, excluding the Director being evaluated.

Pursuant to the above, the Company has formulated
a Policy for performance evaluation of the Board, its
Committees, Independent Directors, Non-Executive
Directors, and the Executive Director. The Company
also benchmarked the best practices prevalent in
the industry as part of the evaluation process. Based
on these, a structured evaluation process was carried
out by the Board to assess its own performance, along
with that of its Committees and individual Directors.

A separate meeting of Independent Directors was
held on 18^th March 2025, wherein the performance of
the Chairperson, Non-Independent Directors, and the
overall functioning of the Board was evaluated. The
Independent Directors also reviewed the adequacy

and effectiveness of the flow of information between
the Management and the Board.

Furthermore, the Company undertook a detailed
familiarization program for Independent Directors
covering the Company''s business, its model, roles,
responsibilities, and rights of Directors, among others.
The Nomination and Remuneration Committee led
the formal evaluation process using individual rating
matrix. As part of this process, the performance of
the Non-Independent Directors, the Chairman,
and the Board as a whole was evaluated by the
Independent Directors, while the performance of
the respective Committees and both Independent
and Non-Independent Directors was evaluated by
the Board, excluding the Director being assessed.

18. COMPANY''S POLICY ON APPOINTMENT AND
REMUNERATION:

The Nomination and Remuneration Policy of the
Company, inter alia, provides that the Nomination
and Remuneration Committee shall formulate
the criteria for appointment of Directors on the
Board of the Company and persons holding Senior
Management positions in the Company, including
their remuneration and other matters as provided
under Section 178 of the Act and Listing Regulations.
The Policy is also available on the Company''s website
at: https://kalyaniforge.com/investors/corporate-
information/

19. HOLDING, SUBSIDIARIES, ASSOCIATES OR
JOINT VENTURE COMPANIES:

During the period under review the Company does
not have any holding, Subsidiary, Associates or Joint
Venture company.

20. AUDITORS

A. Statutory Auditors and Audit Report

M/s. M. P. Chitale, Chartered Accountants (Firm
Registration No. 101851W), who have offered
themselves for appointment and confirmed
their eligibility in accordance with Section 141 of
the Companies Act, 2013 and applicable rules,
were appointed as the Statutory Auditors of the
Company to fill the casual vacancy arising due
to the resignation of M/s. Kalyaniwala & Mistry
LLP. Their appointment, as approved by the
Members through postal ballot concluded on
29^th December 2025, is effective from the said
date and shall continue until the conclusion
of the 46^th Annual General Meeting of the
Company, to audit the financial statements for
the financial year ending 31^st March 2025.

Further, following their appointment to fill the
casual vacancy, the Board of Directors, at its
meeting held on 27^th May 2025, based on the
recommendation of the Audit Committee, has
approved the proposal for appointing M/s. M. P.

Chitale as Statutory Auditors for term of 5 (Five)
consecutive years from FY2025-26 to FY2029-30
subject to the approval of the shareholders at the
46^th Annual General Meeting of the Company.

The Notes to the financial statements referred
in the Auditors Report are self-explanatory. The
Auditors'' Report is enclosed with the financial
statements in this Annual Report.

B. Secretarial Auditor and the Audit:

In accordance with Section 204 of the
Companies Act, 2013 and the rules made
thereunder, the Company has appointed
Mr. Nitin Prabhune (Membership No. FCS
6707), Company Secretary in Practice, as the
Secretarial Auditor for the financial year 2024-25.
The Secretarial Audit Report for the said period
is enclosed as Annexure 2 to this Report.

Further, pursuant to the recent amendments
under SEBI Regulations and the Companies
Act, 2013, which mandate that a listed entity
shall appoint a Secretarial Auditor for a term
not exceeding five consecutive years, subject
to the approval of shareholders at the ensuing
Annual General Meeting, the Board of Directors,
based on the recommendations of the Audit
Committee, at its meeting held on 27^th May
2025, has approved the appointment of
M/s. PGBP & Associates LLP(Firm Unique code:
L2022MH012600), Company Secretaries, as the
Secretarial Auditors of the Company, to comply
with the said requirements.

C. Cost Auditors and Audit:

Pursuant to Section 148 of the Companies Act,
2013, read with the Companies (Cost Records
and Audit) Rules, 2014, and in accordance with
the applicable Cost Audit Orders, the Company
is required to maintain cost records for its Forging
Business, which are subject to audit. Accordingly,
the Company has maintained the prescribed
cost records for the financial year 2024-25.

I n compliance with the aforesaid provisions,
the Board has appointed M/s. R.C.K & Co., Cost
Accountants (Firm Registration No. 002587),
represented by Mr. Rahul Chincholkar, Partner
(Membership No. F-27063), as the Cost Auditors
to audit the cost records of the Company for
the financial year 2025-26. The remuneration
payable to the Cost Auditors, as recommended
by the Board, is subject to the ratification of the
shareholders at the ensuing Annual General
Meeting. Accordingly, the approval of the
members is being sought for ratification of the
proposed remuneration.

I n accordance with the provisions of Section
148(1) of the Act, read with the Companies (Cost

Records and Audit) Rules, 2014, the Company
has maintained cost accounts and records.

D. Reporting of fraud by auditors:

During the year under review, the Auditors of
the Company have not reported any fraud as
specified under Section 143(12) of the Act to the
Audit Committee.

21. INTERNAL FINANCIAL CONTROLS:

Pursuant to relevant provisions of the Act, the Board
is responsible for establishing and maintaining
adequate internal financial controls. In this regard,
the Board has put in place well-defined policies and
processes to ensure that such controls are adequate
and operating effectively. These internal financial
controls encompass the policies and procedures
adopted by the Company to ensure the orderly
and efficient conduct of its business, including
adherence to the Company''s policies, safeguarding
of its assets, prevention and detection of fraud and
errors, accuracy and completeness of accounting
records, and the timely preparation of reliable
financial information.

22. SECRETARIAL STANDARDS

The Company has complied with the applicable,
mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India, during the
Financial Year 2024-25.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There are no significant material orders passed by the
regulators and courts which would impact the going
concern status of the company

24. HUMAN RESOURCES:

Our Company regards its human resources as one
of its most valuable assets and continues to invest
in attracting, retaining, and developing talent on
an ongoing basis. Various initiatives and programs
aimed at fostering employee engagement, growth,
and well-being are actively being implemented.
The Company places strong emphasis on nurturing
internal talent through job rotation, job enlargement,
and career development opportunities, thereby
promoting a culture of continuous learning
and growth.

25. RISK MANAGEMENT POLICY:

The Company has established a structured risk
management framework to proactively identify,
assess, prioritize, mitigate, and monitor key risks
across its operations. The management is entrusted
with the responsibility of periodically reviewing
the risk management plan to ensure its continued
effectiveness. Significant risks identified by various
business units and functions are systematically

addressed through well-defined mitigation plans,
which are implemented and monitored rigorously
on an ongoing basis.

In line with this approach, the Company has
developed and implemented a comprehensive Risk
Management Policy after identifying elements of risk
that, in the opinion of the Board, could potentially
threaten the Company''s operations or objectives.
The Risk Management Policy ensures alignment
across the organization, and its implementation
and effectiveness are periodically reviewed by
the Audit Committee of the Board. The detailed
Risk Management Policy is also available on
the Company''s website for reference. https://
kalvaniforge.com/

26. MANAGEMENT DISCUSSION AND ANALYSIS:

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

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with Section 135 of the Companies Act,
2013, the Company has adopted a Corporate Social
Responsibility (CSR) Policy, outlining its commitment
to contribute towards social, environmental, and
community development initiatives. The disclosure
pursuant to Rule 9 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, is provided
as Annexure 3 to this Report. The detailed CSR Policy
of the Company is also available on the Company''s
website for public reference. https://kalyaniforge.
com/

Highlights of Corporate Social Responsibility

Policy:

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

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

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

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

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

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

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

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

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

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

- Rural development Projects.

28. HIGHLIGHTS ON COMPANY''S POLICY ON
SEXUAL HARASSMENT:

Your Company is committed to fostering an open, safe,
and inclusive workplace where every employee feels
respected and empowered, regardless of gender,
sexual orientation, or other personal attributes.
The Company maintains a policy of zero tolerance
towards sexual harassment at the workplace and has
implemented a Policy on Prevention, Prohibition, and
Redressal of Sexual Harassment in alignment with
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (POSH Act) and the rules made thereunder.

Recognizing the need for a more inclusive approach,
the Company has voluntarily made the Policy gender-
neutral, extending its coverage to all employees—
permanent, temporary, contractual, and trainees—
as well as visiting, consultants, service providers,
and any other persons present at the Company''s
premises. This reflects the Company''s commitment
to providing an equitable work environment and
upholding the principles of equal opportunity and
gender equality.

During the year under review, the Company
conducted both physical and video-based
awareness sessions on POSH at its factory and office
premises. These sessions are also made available on
the employee portal to promote wider awareness
and understanding of the Policy. It is noteworthy that
no complaints were received under the POSH Act
during the year, and the necessary disclosure in this
regard is provided in Annexure 4 to this Report.

29. PARTICULARS OF EMPLOYEES:

Pursuant to the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
statement of particulars of employees is annexed as
Annexure 5.

30. DETAILS OF ESTABLISHMENT OF VIGIL
MECHANISM FOR DIRECTORS AND
EMPLOYEES:

Your Company is committed to conducting its business
with the highest standards of integrity, transparency,
professionalism, honesty, and ethical behavior. In line
with this commitment and pursuant to the provisions
of Section 177(9) of the Companies Act, 2013, read
with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014, Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, and the SEBI (Prohibition of Insider
Trading) Regulations, 2015, the Board of Directors has
adopted a Vigil Mechanism/Whistle Blower Policy,
which is also available on the Company''s website.

The Company has, over the years, built a strong
reputation for ethical business conduct and
maintains a zero-tolerance stance towards any
form of unethical or improper behavior. The Vigil
Mechanism ensures that Directors, employees, and
other stakeholders can report genuine concerns
in a secure and confidential manner, including
providing direct access to the Chairperson of the
Audit Committee. It is affirmed that no personnel
have been denied access to the Audit Committee
under this mechanism.

During the year under review, no complaints were
received under the Vigil Mechanism/Whistle Blower
Policy. The details of the policy and the mechanism for
reporting concerns are available on the Company''s
website at https://www.kalyaniforge.co.in/investors/
corporate-information/.

31. CORPORATE GOVERNANCE CERTIFICATE

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

32. DETAILS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO,

THE PARTICULARS RELATING TO THE
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The particulars relating to conservation of energy,
technology absorption, and foreign exchange
earnings and outgo, as required under Section 134(3)
(m) of the Companies Act, 2013, read with Rule 8 of
the Companies (Accounts) Rules, 2014, form part of
this Report and are annexed as Annexure 6.

33. INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year, no application or
proceeding was initiated against the Company
under the Insolvency and Bankruptcy Code, 2016.

34. SETTLEMENTS WITH BANKS OR FINANCIAL
INSTITUTIONS:

During the year under review, the Company
did not enter into any settlements with Banks or
Financial Institutions.

35. THE DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE-TIME SETTLEMENT AND
THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF.

During FY2024-25, no insolvency proceedings were
initiated against the Company under the Insolvency
and Bankruptcy Code, 2016. Consequently, there
were no instances of one-time settlements with banks
or financial institutions

36. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013, based
on the information received from the operating
management, your Directors to the best of their
knowledge and belief confirm that:

(a) i n the preparation of the annual accounts, the
applicable accounting standards had been
followed and there were no material departures;

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

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

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

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

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

37. ACKNOWLEDGEMENT:

Your Directors wishes to place on record its sincere
appreciation to all stakeholders, including investors,
customers, vendors, banks, and the Central and State
Government authorities, for their continued support,
trust, and cooperation during the year under review.

Your Directors also extend their deep gratitude to the
Company''s valued investors and business partners
for their consistent assistance and collaboration.
Further, the Board expresses its heartfelt appreciation
for the dedication, commitment, and hard work
of the employees of the Company, whose efforts
have been instrumental in the Company''s progress
and success.

For and on behalf of the Board

Place: Pune Mrs. Rohini G. Kalyani

Date: 27^th May 2025 Executive Chairperson

(DIN: 00519565)

---

Mar 31, 2024

The Board of Directors of your Company are pleased to present the 45th Annual Report together with the Audited Statement of Accounts of Kalyani Forge Limited ("the Company") for the year ended March 31, 2024.

I.Financial Performance:

The summarized standalone results of your Company are given below.

Rs. in Lakhs

Particulars	Financial Year ended 31st March, 2024
	Standalone
	31-03-2024	31-03-2023
Total income from operations (net)	24,066.32	27,282.74
Profit/(loss) before Exceptional Items and Tax	561.92	309.50
Exceptional Items and Tax Expenses	106.91	145.80
Net Profit/ (Loss) After Tax for the Year	455.01	(18.37)
Balance of Profit from Previous Year (Retained Earnings plus Other Comprehensive Income)	7,406.31	9,929.93
Other Comprehensive income for the year	84.64	2.32
Dividend Amount Paid	(109.14)	(109.14)
Balance of Total at the end of reporting period includes Retained Earnings and Other Comprehensive Income	7,836.82	7,406.31

2.Summary of Operations:

During the year, the net revenue from operations of your Company for FY 2023-24 decreased to Rs. 24,066.32 Lakhs against Rs. 27,282.74 Lakhs for the FY 2022-23. Your Company''s Profit after tax stood at Rs. 455.01 Lakhs as against Loss of Rs. 18.37 Lakhs for FY 2022-23.

3. Change in the nature of business, if any:

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

4. Reserves:

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

5. Dividend:

Your Directors are pleased to recommend for approval of members a dividend of Rs. 3.00 per equity share (30%) at the face value of Rs.10/- per share for the Year ended 31st March, 2024.

6. Capital/ Finance:

During the year, the Company has not issued/allotted equity or preference shares. As on 31st March, 2024, the issued, subscribed and paid-up share capital of your Company is at Rs.3,63,80,000/-, comprising 36,38,000 equity shares of Rs.10/- each.

7. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements. (Refer Note 3 of the Financial Statements)

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

During the year, the particulars of any contract / arrangement / transaction with related parties which could be considered material entered into in accordance with the policy of the Company on materiality of related party transactions which is available on the Company''s Website: www.kalyaniforge.co.in

The summary of related party transaction in Form AOC-2 is enclosed as Annexure 1. Related Party disclosures as per Ind AS 24 have been provided in Note 30.7(b) to the financial statements.

9. Fixed Deposits:

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

10. Material Events Occurring after Balance Sheet Date

There were no material changes, events and commitments affecting the financial position of your Company between the end of the Financial Year and the date of this report.

11. Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual return in Form MGT -7 as on March 31, 2024 will be placed on the Company''s website available at the following link.

https://www.kalyaniforge.co.in/investors/annual-reports/

12. Transfer of Amounts to Investor Education and Protection Fund:

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the declared dividends, which are unpaid or unclaimed for a period of seven (7) years and the shares thereof, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

13. Details of Board meetings:

The Board met Seven times during year from 1st April 2023 to 31st March 2024. The intervening gap between the meetings was within the period prescribed under Act.

14. Composition of Board and its attendance:

The composition of the Board of Directors as on 31st March, 2024 and attendance of members in the meetings held during the financial year 2023-24 are as under:

Name of the Director	Designation	Category	No. of meetings attended
Mrs. Rohini G. Kalyani	Chairperson of the Board	Executive Chairperson	7
Mr. Gaurishankar N. Kalyani	Member of the Board	Non - Executive & Non Independent Director	7
Mr. Viraj G. Kalyani	Member of the Board	Managing Director & CFO	7
Mr. Abhijit Sen	Member of the Board	Non - Executive & Independent Director	7
Mr. Pradip Nadkarni	Member of the Board	Additional Non - Executive & Independent Director	7

15.Committees of Board:

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

16. Declaration by Independent directors:

Pursuant to the provisions of section 149 of the Companies Act, 2013 (''the Act"), Mr. Ajay Tandon, Mr. Jeevan Mahaldar, Mr. Abhijit Sen, Mr. Pradip P. Nadkarni & Mr. Adit Rathi are the independent directors and have submitted declarations that each of them meets the criteria of independence as provided in section 149(6) of the act along with rules framed thereunder and regulation 16(l)(b) of the SEBI Listing Regulations. There has no change in the circumstances affecting their status as Independent Directors of the Company. Further Mr. Adit Rathi & Mr. Pradip P. Nadkarni ceased to be Independent Director of the Company w.e.f. 30th January, 2024 and 31st March, 2024 respectively.

17. Directors and Key Managerial Personnel:

As per the provisions of Companies Act 2013, Mrs. Rohini G. Kalyani who retired by rotation were reappointed at the Annual General Meeting of the Company held on 20th September 2023.

Based on his long tenure and expertise as Executive Director of Kalyani Forge and in line with the leadership succession plan deliberated by the NRC of the Company, Mr. Viraj G. Kalyani, was appointed as Managing Director of the Company for the period of Five years w.e.f. 11th August, 2023 to 10th August, 2028, who shall not be liable to retire by rotation.

The members have approved the term of Mr. Pradeep Nadkarni, Independent Director, in its 44th Annual General Meeting held on 20th September, 2023, for continuation as an Independent Director of the Company up to the conclusion of his term as an independent director notwithstanding that he attains the age of 75 years.

Mr. Adit Rathi tendered his resignation from the post of Independent Director of the Company with effect from closure of business hours on 30th January, 2024. The Board at its meeting held on 13th February, 2024, accepted the resignation and put on record its sincere appreciation and expressed their gratitude for sincere contributions made by Mr. Adit Rathi during his association with the Company as an Independent Director which given the company growth trajectory.

Material changes in the Board structure which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

The term of Mr. Pradeep Nadkarni, as an Independent Director has expired on 31st March, 2024, the Board has expressed their gratitude and acknowledged his sincere efforts towards the wellbeing and stabilized growth of the Company during his tenure.

The Board at its meeting held on 27th April, 2024, approved the appointment of Mr. Ajay Tandon (DIN: 00128667) as Independent Director of the Company Mr. Ajay Tandon, has Strong Academic Background of Engineering and rich work experience including Executive and Non-Executive roles.

The Company has appointed Mr. Jeevan Mahaldar (DIN: 00137467) as Additional Director in the capacity of Independent Director w.e.f. May 30, 2024. Mr. Jeevan Mahaldar has Academic Background of Master of Business Administration along with the rich experience of over 26 years'' in automotive industry, 5 years in Consumer Durable Industry and 2 years in Light Engineering Industry which will benefit to the Company in near future.

Mr. Aniruddha Hubalikar, tendered his resignation from the post of Company Secretary and Compliance Officer of the Company w.e.f. 9th April, 2024. The Board placed same on record and took the note of the same.

18. Formal Annual Evaluation:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and

review the Board evaluation framework. Also, the Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. In addition, Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

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

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

At a Separate meeting of Independent Directors held on 23rd February, 2024, performance evaluation of Chairperson, Non- Independent Directors, and the Board of Directors was carried out by Independent Directors which has also reviewed the adequacy of the flow of information between the Company Management and Board.

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

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out. Led by the Nomination & Remuneration Committee, the evaluation was carried out using individual questionnaires. As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

19. Nomination and Remuneration Policy:

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Policy is also available on the Company''s website at: https:// www.kalyaniforge.co.in/investors/corporate-information/

20. Holding, Subsidiaries, Associates or Joint Venture Companies:

During the period under review the Company does not have any holding, Subsidiary, Associates or Joint Venture company.

21.Statutory Auditors and their Report:

The Board appointed M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166) as a statutory auditors of the Company, w.e.f. 4th July, 2023. The said appointment was than ratified the Members of the Company in last Annual General Meeting held on 20th September, 2023 and appointed M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants for the term of Five years i.e. upto the Annual General Meeting to be held in 2028.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. In the Statutory Auditor''s Report there are following qualifications to which suitable and sufficient comments are provided by the Board of Directors. under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Disclaimers by the Statutory Auditors and Management Responses are as follows:

"The Company is in the process of refining its stock valuation process by updating the standard rates of material, labour and overheads based on the current prevailing rates and relevant data. As the said process is not completed,

the consequential financial impacts, if any, have not been considered in the Statement. The quantities and valuation of inventories amounting to INR 5678.06 Lakh as at June 30, 2024 and the consequential impact thereof on the cost of raw materials and components consumed and the changes in inventories of finished goods, work in progress and stock in trade amounting to INR 3012.57 Lakh and INR (78.68) Lakh respectively are as represented by the Company."

Management Response: The Company has completed stock revaluation for A Class items and is taking due precautions in validating standard costs of the B and C class items considering the volume and variety of the stock kept by the Company. However, the Management is confident that the current quantities and valuations are reliable.

"Balance of Trade receivables, Trade payables are subject to confirmations, reconciliations, and consequential adjustments, if any."

Management Response: the Company has received confirmations for a significant portion of the value of receivables and payables. It is in discussion with remaining vendors and suppliers and would complete the same in the first quarter of 2024-25.

"We have been given to understand that the Company is in the process of updating the relevant documentation for internal financial control over financial reporting. In the absence of necessary documentation, we could not determine if the Company has established adequate internal financial control with reference to financial results and whether such internal financial controls were operating effectively as at June 30, 2024."

Management Response: The Company and management is of the opinion that, the Company has adequate financial control over financial reporting and taking required steps in improving and implementing the financial control policies from time to time to have better reporting system in place. The IFC system is updated in line with latest requirements and testing of controls for the current financial year is also in process

22.Internal financial controls:

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business including adherence to your Company''s policies, safeguarding of the assets of your Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information

23.Cost Audit:

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014 and as per the Cost Audit Orders, the cost audit records maintained by the Company in respect of its Forging Business are required to be audited.

In view of the same and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. R.C.K & Co, Cost Accountants (Firm Registration No. 002587), Mr. Rahul Chincholkar, Partner (f-27063) have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2024-25. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing Annual General Meeting.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records.

24.Secretarial Audit:

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, Mr. Nitin Prabhune (Membership No.

FCS 6707) Company Secretary in practice has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure 2 to this report. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their report.

25.Reporting of fraud by auditors:

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act to the Audit Committee.

26.Secretarial Standards

The company has complied with the revised Secretarial Standards on meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2).

27.Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the regulators and courts which would impact the going concern status of the company.

28. Human Resources:

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

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

29. Risk Management Policy:

The Company has implemented a structured risk management process to identify, prioritize, mitigate, and monitor risks. The management is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions plan on a continuing and rigorously.

The Company has adopted various measures concerning the development and implementation of a Risk Management Policy after identifying the elements of risks, which in the opinion of the Board may threaten the Company. To have management on same pathway, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The detailed Risk Management Policy is available on Company''s website.

30. Management Discussion and Analysis:

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

31. Corporate Social Responsibility (CSR):

The Company has adopted the CSR policy pursuant to Sec 135 of the Companies Act, 2013. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure 3. The detailed Corporate Social Responsibility Policy is available on Company''s website.

Highlights of Corporate Social Responsibility Policy:

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

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

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

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

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

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

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

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

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

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

• Rural development Projects.

32. Highlights on Company''s policy on Sexual Harassment:

Your Company''s always aims to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors and has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder. Not only women but entire staff, persons associated (permanent, temporary, contractual and trainees) as well as any visiting faculty to the Company''s office premises or service providers are covered under this Policy. Your Company has gone beyond the intention of the law and has made this policy gender-neutral. Your Company follows this practice as a part of equal employment opportunity including gender equality.

During the year under review, physical as well as video-based training on POSH awareness was conducted for all the employees at factory premises as well as office premises and is being hosted on the employee portal to create greater awareness on this subject. During the year under review, the Company did not receive any complaints from any party as mentioned hereinabove and disclosure in this regard are attached in Annexure - 4.

33. Particulars of Employees:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure 5.

34. Details of establishment of vigil mechanism for directors and employees:

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the Company. Over the years, the Company has established

a reputation for doing business with integrity and displays zero tolerance for any form of unethical behavior. The mechanism under the Policy has been appropriately communicated within and outside the organization. This Policy inter-alia provides direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee

During the year under review, the Company has not received any complaints. The details of establishment of vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns are available at the website of the company at https://www.kalyaniforge.co.in/investors/corporate-information/.

35. Corporate Governance Certificate:

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

36. Details of conservation of energy, technology absorption, foreign exchange earnings and outgo, the particulars

relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are appended as Annexure 6 to this report.

37. Directors'' Responsibility Statement:

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

• in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any

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

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

• the directors had prepared the annual accounts on a going concern basis; and

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

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

38. Acknowledgement:

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

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

For and on behalf of the Board Rohini G. Kalyani Executive Chairperson (DIN: 00519565)

Pune, May 30, 2024

35

---

Mar 31, 2018

Dear Shareholders,

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

Financial Performance:

The summarized standalone results of your Company are given below.

Rs. in lakhs

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

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

Summary of Operations:

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

Change in the nature of business, if any:

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

Reserves:

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

Dividend:

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

Capital/ Finance:

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

Fixed Deposits:

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

Extract of Annual Return:

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

Transfer of Amounts to Investor Education and Protection Fund:

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

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

Details of Board meetings:

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

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

Committees of Board:

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

Declaration by Independent directors:

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

Directors and Key Managerial Personnel:

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

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

Formal Annual Evaluation:

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

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

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

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

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

Company’s policy on appointment and remuneration:

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

Highlights on Company’s policy on Sexual Harassment:

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

Holding and Subsidiaries:

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

Statutory Auditors, their Report and Notes to Financial Statements:

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

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

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

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

Internal financial controls:

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

Cost Audit:

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

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

Secretarial Audit:

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

Human Resources:

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

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

Related Party Transactions:

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

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

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

Risk Management Policy:

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

Management discussion and analysis:

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

Corporate Social responsibility (CSR):

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

Highlights of Corporate Social Responsibility Policy:

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

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

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

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

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

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

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

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

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

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

- Rural development Projects.

Particulars of Employees:

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

Details of establishment of vigil mechanism for directors and employees:

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

Highlights of Whistle Blower Policy are enclosed in Annexure 9.

Corporate Governance Certificate

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

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

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

(a) Conservation of energy

(b) Technology absorption

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

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

i) Specific Areas of Research & Development-

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

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

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

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

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

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

ii) Future Plan of Action:

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

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

3) Planning to commence activities in bigger size forgings.

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

5) Introduce spline rolling technology for tulips.

(d) Foreign exchange earnings and Outgo:

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

(e) Technology absorption, adaptation and Innovation:

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

Directors’ Responsibility Statement:

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

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

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

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

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

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

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

Acknowledgement:

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

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

For and on behalf of the Board

Place: Pune Rohini G. Kalyani

Date: 12th May 2018 Chairperson & Managing Director

DIN:00519565

---

Mar 31, 2017

Dear Shareholders,

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

Financial Performance:

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

Rs. in Lakhs

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

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

Summary of Operations:

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

Change in the nature of business, if any:

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

Reserves:

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

Dividend:

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

Capital/ Finance:

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

Fixed Deposits:

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

Extract of Annual Return:

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

Transfer of Amounts to Investor Education and Protection Fund:

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

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

Details of Board meetings:

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

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

Committees of Board:

The composition of the Committees of the Board of Directors has been detailed in the “Corporate Governance Report” annexed to this report.

Declaration by Independent directors:

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

Directors and Key Managerial Personnel:

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

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

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

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

Formal Annual Evaluation:

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

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

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

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

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

Company’s policy on appointment and remuneration:

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

Highlights on Company’s policy on Sexual Harassment:

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

Holding and Subsidiaries:

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

Statutory Auditors, their Report and Notes to Financial Statements:

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

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

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

Your Directors seek ratification from the members for the appointment of M/s K.S. Aiyar & Co. Chartered Accountants as the Statutory Auditors of your Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the 39^th Annual General Meeting of the Company.

Internal financial controls:

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

Cost Audit:

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

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

Secretarial Audit:

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

Human Resources:

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

Related Party Transactions:

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

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

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

Risk Management Policy:

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

Particulars of Loans, Guarantees or investments under section 186 :

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

Management Discussion and Analysis:

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

Corporate Social Responsibility (CSR):

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

Highlights of Corporate Social Responsibility Policy:

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

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

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

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

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

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

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

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

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

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

- Rural development Projects.

Particulars of Employees:

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

Details of establishment of vigil mechanism for directors and employees:

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

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

Corporate Governance Certificate:

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

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

(a) Conservation of energy

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

(b) Technology absorption

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

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

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

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

I) Specific Areas of Research & Development:

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

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

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

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

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

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

II) Future Plan of Action:

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

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

3) Planning to commence activities in bigger size forgings.

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

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

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

7) Introduce Spline rolling technology for Tulips.

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

(d) Foreign exchange earnings and Outgo:

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

(e) Technology Absorption, Adaptation and Innovation:

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

Directors’ Responsibility Statement

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

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

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

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

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

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

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

Acknowledgement:

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

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

For and on behalf of the Board

Rohini G. Kalyani

Place : Pune Chairperson & Managing Director

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

---

Mar 31, 2016

Dear Shareholders,

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

Financial Performance:

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

Rs. in Lacs

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

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

Summary of Operations

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

Change in the nature of business, if any

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

Reserves

The Company has not transferred any amount to General Reserves.

Dividend

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

Capital/ Finance

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

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

Fixed Deposits

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

Extract of Annual Return

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

Transfer of Amounts to Investor Education and Protection Fund

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

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

Details of Board meetings

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

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

Committees of Board

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

Declaration by independent directors

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

Directors and Key Managerial Personnel

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

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

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

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

Formal Annual Evaluation

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

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

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

Company’s policy on appointment and remuneration

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

Highlights on Company’s policy on Sexual Harassment

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

Holding and Subsidiaries

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

Statutory Auditors, their Report and Notes to Financial Statements

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

KALYANI

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

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

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

Cost Audit

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

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

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

Secretarial Audit

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

Human Resources

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

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

Related Party Transactions

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

Risk Management Policy

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

Highlights of the same are enclosed in Annexure 6

Management Discussion and Analysis

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

Corporate Social Responsibility (CSR)

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

Highlights of Corporate Social Responsibility Policy

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

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

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

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

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

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

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

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

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

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

Rural development Projects.

Particulars of Employees

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

Details of establishment of vigil mechanism for directors and employees

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

Highlights of Whistle Blower Policy are enclosed in Annexure 9.

Corporate Governance Certificate

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

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

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

(a) Conservation of energy

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

(b) Technology absorption

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

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

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

(c) Research & Development (R&D)

I) Specific Areas of Research & Development

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

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

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

II) Future Plan of Action:

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

Planning to commence activities in bigger size Forgings.

(d) Foreign exchange earnings and Outgo

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

(e) Technology Absorption, Adaptation and Innovation:

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

Directors’ Responsibility Statement

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

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

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

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

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

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

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

Acknowledgement

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

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

For and on behalf of the Board

Place : Pune Rohini G. Kalyani

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

---

Mar 31, 2015

Dear Members,

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

Financial Performance:

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

Rs. in Lacs

Particulars Financial Year ended

31/03/2015 31/03/2014

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

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

Finance Charges 624 526

Depreciation 1,311 1,349

Tax Expenses (72) 238

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

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

Summary of Operations

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

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

Change in the nature of business, if any

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

Reserves

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

Dividend

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

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

Capital/ Finance

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

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

Fixed Deposits

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

Extract of Annual Return

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

Transfer of Amounts to Investor Education and Protection Fund

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

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

Details of Board meetings

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

Date of the meeting No. of Directors attended the meeting

May 19, 2014 7

August 14, 2014 6

November 10, 2014 5

January 28, 2015 7

Committees of Board

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

Declaration by independent directors

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

Directors and Key Managerial Personnel

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

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

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

Formal Annual Evaluation

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

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

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

Company's policy on appointment and remuneration

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

Highlights on Company's policy on Sexual Harassment

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

Holding and Subsidiaries

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

Statutory Auditors, their Report and Notes to Financial Statements

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

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

Internal financial controls

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

Cost Audit

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

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

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

Secretarial audit

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

Human Resources

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

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

Related party transactions

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

Risk Management Policy

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

Highlights of the same are enclosed in Annexure 5

Management Discussion and Analysis

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

Corporate Social Responsibility (CSR)

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

Highlights of Corporate Social Responsibility Policy

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

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

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

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

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

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

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

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

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

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

* Rural development Projects.

Particulars of Employees

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

Details of establishment of vigil mechanism for directors and employees

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

Highlights of Whistle Blower Policy are enclosed in Annexure 8.

Corporate Governance Certificate

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

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

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

(a) Conservation of energy

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

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

(iii) the capital investment on energy conservation equipments

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

(b) Technology absorption

(i) the efforts made towards technology absorption

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

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

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

* Successful commercial scale up of forged and machined parts.

* Capability building for attracting new customers.

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

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

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

(iv) the expenditure incurred on Research and Development

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

Sr. Description 2014-15 2013-14 No.

1) POWER AND FUEL CONSUMPTION

I) Electricity

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

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

Rate/Unit (Rs) 7.55 7.17

b) Own Generation

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

ii) Through Steam Generator (KWH) 0 0

II Coal 0 0

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

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

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

2) CONSUMPTION PER UNIT OF PRODUCTION

Product : high quality closed tolerance die forgings

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

Electricity (KWH) 1,567 1,599.83

Fuel Oil (KL/TON) 0.08 0.07

Coal NIL NIL

Sr. Description 2012-13 No.

1) POWER AND FUEL CONSUMPTION

I) Electricity

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

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

Rate/Unit (Rs) 7.61

b) Own Generation

i) Through Diesel Generator 2,05,220

ii) Through Steam Generator (KWH) 0

II Coal 0

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

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

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

2) CONSUMPTION PER UNIT OF PRODUCTION

Product : high quality closed tolerance die forgings

Unit : M.T. 15,179

Electricity (KWH) 1,641.4

Fuel Oil (KL/TON) 0.08

Coal NIL

(c) Research & Development (R&D)

I) Specific Areas of Research & Development

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

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

* Ongoing Research and Development activities for Yield Improvement.

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

II) Future Plan of Action:

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

* Focused development of variety of Cold Forging Components.

* Planning to commence activities in bigger size Forgings.

(d) Foreign exchange earnings and Outgo

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

(e) Technology Absorption, Adaptation and Innovation:

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

Directors' Responsibility Statement

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

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

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

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

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

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

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

Acknowledgement

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

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

For and on behalf of the Board Kalyani Forge Limited

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

---

Mar 31, 2014

Dear Members,

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

1. FINANCIAL RESULTS :

(Rs. Millions)

Particulars Financial Year 2013-14 2012-13

Total Income 2,077.67 2,623.63

Gross Profit before depreciation 206.45 265.37

Profit after depreciation 71.57 137.26

Profit After Tax 47.79 88.28

Balance of Profit from previous year 793.69 724.88

Profit available for appropriation 841.49 813.16

Less : Transfer to General Reserve 4.78 8.83

Less : Proposed Dividend on Equity Capital 9.10 9.10

Less : Tax on above Dividend 1.55 1.55

Surplus retained in Profit and Loss A/c 826.07 793.69

2. DIVIDEND :

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

3. PERFORMANCE REVIEW :

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

4. DIRECTORS :

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

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

5. TRANSFER TO RESERVES :

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

6. STATUTORY AUDITORS

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

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

7. AUDITORS'' REPORT :

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

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

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

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

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

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

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

9. CORPORATE GOVERNANCE :

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

10. PARTICULARS OF EMPLOYEES :

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

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

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

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

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

12. NOTES ON TAXATION :

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

13. RESEARCH & DEVELOPMENT :

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

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

14. APPRECIATION :

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

For and on behalf of the Board of Directors

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

---

Mar 31, 2013

To The Members,

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

1. FINANCIAL RESULTS :

(Rs.Millions) Particulars Financial Year

2012-13 2011-12

Total Income 2618.69 2793.06

Gross Profit before depreciation 265.36 317.35

Profit after depreciation 137.26 198.49

Profit After Tax 88.28 134.13

Balance of profit from previous year 724.88 614.74

Profit available for appropriation 813.16 748.87

Less : Transfer to General Reserve 8.83 13.41

Less : Proposed Dividend on Equity Capital 9.10 9.10

Less : Tax on above Dividend 1.55 1.48

Surplus retained in Profit and Loss A/c 793.69 724.88

2. DIVIDEND :

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

3. PERFORMANCE REVIEW :

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

4. DIRECTORS :

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

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

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

5. TRANSFER TO GENERAL RESERVE :

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

6. AUDITORS :

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

7. AUDITORS'' REPORT :

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

8. DIRECTORS'' RESPONSIBILITY STATEMENT :

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

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

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

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

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

9. CORPORATE GOVERNANCE :

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

10. PARTICULARS OF EMPLOYEES :

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

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

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

12. APPOINTMENT OF COST AUDITOR :

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

13. NOTES ON TAXATION :

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

14. RESEARCH & DEVELOPMENT :

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

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

15. APPRECIATION :

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

For and on behalf of the Board of Director

Place : Pune Rohini G. Kalyani

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

---

Mar 31, 2012

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

1. FINANCIAL RESULTS:

(Rs.Millions)

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

Total Income 2793.06 2617.30

Gross Profit before depreciation 317.35 213.11

Profit after depreciation 198.49 101.40

Profit After Tax 134.13 64.46

Balance of profit from previous year 614.74 563.63

Profit available for appropriation 748.87 628.09

Less : Transfer to General Reserve 13.41 4.9

Less : Proposed Dividend on Equity Capital 9.10 7.3

Less : Tax on above Dividend 1.48 1.18

Surplus retained in Profit and Loss A/c 724.88 614.7

2. DIVIDEND:

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

3. PERFORMANCE REVIEW:

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

4. DIRECTORS:

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

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

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

5. TRANSFER TO GENERAL RESERVE:

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

6. AUDITORS:

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

7. AUDITORS' REPORT:

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

8. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

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

9. CORPORATE GOVERNANCE:

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

10. PARTICULARS OF EMPLOYEES:

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

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

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

12. APPOINTMENT OF COST AUDITOR

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

13. NOTES ON TAXATION

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

14. RESEARCH & DEVELOPMENT

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

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

15. APPRECIATION:

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



For and on behalf of the Board of Directors

Pune Rohini G. Kalyani

25th May, 2012 Vice Chairperson & Managing Director

---

Mar 31, 2011

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

1. FINANCIAL RESULTS:

(Rs.Millions)

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

Total Income 2617.30 1826.1

Gross Profit before Depreciation, 213.16 164.48

Profit after Depreciation 101.45 59.4

Profit for the year 67.70 39.13

Add/Less: Prior Period Adjustment -3.24 -6.03

Add: Balance of Profit from Previous Year 563.63 544.20

Profit available for appropriation 628.09 577.29

Less: Transfer to General Reserve 4.9 6

Less: Proposed Dividend on Equity Capital 7.3 6.5

Less: Tax on above dividend 1.2 1.1

Surplus retained in Profit and Loss A/C 614.7 563.6

2. DIVIDEND:

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

3. PERFORMANCE REVIEW:

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

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

4. DIRECTORS:

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

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

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

5. TRANSFER TO GENERAL RESERVE:

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

6. AUDITORS:

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

7. AUDITORS REPORT:

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

8. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

9. CORPORATE GOVERNANCE:

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

10. PARTICULARS OF EMPLOYEES:

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

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

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

12. APPRECIATION:

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

For and on behalf of the Board of Director

Rohini G. Kalyani Vice Chairperson & Managing Director

Pune

30th May, 2011

---

Mar 31, 2010

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

1. FINANCIAL RESULTS:

(Rs.Millions) Particulars Financial Year

2009-10 2008-09

Total Income 1826.10 1857.92

Gross Profit before Depreciation, 164.50 111.00

Profit after Depreciation 59.36 20.20

Profit for the year 39.13 8.40

Add/Less: Prior Period Adjustment -6.03 1.00

Add: Balance of Profit from Previous Year 544.20 542.40

Profit available for appropriation 577.30 551.80

Less :Transferto General Reserve 6.00 2.50

Less: Proposed Dividend on Equity Capital 6.55 4.40

Less: Tax on above dividend 1.11 0.70

Surplus retained in Profit and Loss A/C 563.64 544.20

2. DIVIDEND:

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

3. PERFORMANCE REVIEW:

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

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

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

4. DIRECTORS:

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

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

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

5. FIXED DEPOSITS:

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

6. TRANSFER TO GENERAL RESERVE:

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

7. AUDITORS:

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

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

8. AUDITORS REPORT:

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

9. DIRECTORSRESPONSIBILITY STATEMENT:

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

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

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

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

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

10. CORPORATE GOVERNANCE:

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

11. PARTICULARS OF EMPLOYEES:

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

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

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

13. APPRECIATION:

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

Forand on behalf of the Board

Pune Neelkanth A. Kalyani

26th May, 2010 Chairman