Complied by: Dion Global Solutions Limited BHARAT FORGE LIMITED Registered Office: Mundhwa, Pune Cantonment, Pune - 411 036. NOTICE NOTICE is hereby given that the Fifty-second Annual General 260 of the Act and the Articles of Association of the Company, Meeting of the Members of Bharat Forge Limited will be held on be and is hereby appointed as Director of the Company, liable Thursday, August 8, 2013 at 10.30 A.M. (I.S.T.) at the Registered Office to retirement by rotation under the provisions of the Articles of the Company at Mundhwa, Pune Cantonment, Pune 411 036, of Association of the Company.” Maharashtra, India to transact the following business: 10. To consider and, if thought fit, to pass, with or without ORDINARY BUSINESS: modification(s), the following resolution as an Ordinary 1. To consider and adopt the audited Balance Sheet as at March Resolution: 31, 2013, the Statement of Profit and Loss for the financial “RESOLVED THAT pursuant to the provisions of Sections year ended as on that date and the reports of the Board of 198, 269, 309 and other applicable provisions, if any, read Directors and Auditors thereon. with Schedule XIII of the Companies Act, 1956 [including 2. To confirm the payment of an interim dividend and to declare any statutory modification(s) or re-enactment(s) thereof for a final dividend on Equity Shares. the time being in force] and subject to such other sanctions/ approvals, as may be necessary or required, consent of the 3. To appoint a Director in the place of Mr. G.K. Agarwal, who Company be and is hereby accorded to the re-appointment retires by rotation, and being eligible, offers himself for of Mr. B.N. Kalyani as the Managing Director of the Company re-appointment. for a period of five (5) years with effect from March 30, 2013 4. To appoint a Director in the place of Mr. P.C. Bhalerao, who (i.e. from March 30, 2013 to March 29, 2018) on the following retires by rotation, and being eligible, offers himself for terms and conditions including remuneration: re-appointment. I. Salary: 5. To appoint a Director in the place of Mr. P.G. Pawar, who retires by rotation, and being eligible, offers himself for A salary of ` 2,875,000/- (Rupees Twenty eight lakh re-appointment. seventy five thousand only) per month in the grade of ` 2,500,000/- (Rupees Twenty five lakh only) to 6. To consider and if thought fit, to pass with or without ` 5,000,000/- (Rupees Fifty lakh only). modification(s), the following resolution as an Ordinary Resolution: The Board is authorised to determine the Salary and “RESOLVED THat Mr. S.D. Kulkarni, a Director liable to grant such increases in Salary and/ or Allowances by retire by rotation, who does not seek re-election, be and is whatever name called from time to time within the hereby not appointed as a Director of the Company. aforesaid limit. RESOLVED FURTHER THat the vacancy, so created on the II. Commission: Board of Directors of the Company, be not filled.” Commission to be paid based on net profit of the 7. To consider and if thought fit, to pass with or without Company in a particular year, which put together modification(s), the following resolution as an Ordinary with salary and perquisites shall be subject to the Resolution: overall ceilings laid down in Section 198 and 309 of the “RESOLVED THat Dr. Uwe Loos, a Director liable to retire by Companies Act, 1956. rotation, who does not seek re-election, be and is hereby not III. Perquisites: appointed as a Director of the Company. Perquisites are classified into three categories ‘A’, ‘B’ RESOLVED FURTHER THat the vacancy, so created on the and ‘C’ as follows: Board of Directors of the Company, be not filled.” CATEGORY ‘A’ 8. To appoint Auditors and fix their remuneration and in this regard, to consider and, if thought fit, to pass, with or without This will comprise house rent allowance, leave travel modification(s), the following resolution as an Ordinary concession, medical reimbursement, fees of clubs and Resolution: personal accident insurance. These may be provided as “RESOLVED THAT M/s. S. R. Batliboi & Co. LLP, Chartered under: Accountants, Pune [Firm Registration No. 301003E] be (i) Housing I: and are hereby appointed as the Statutory Auditors of the Company, to hold office as such from the conclusion of The expenditure by the Company on hiring furnished this Annual General Meeting until the conclusion of the accommodation will be subject to the following ceiling: next Annual General Meeting of the Company, on such Sixty percent (60%) of the salary over and above ten remuneration which shall be fixed by the Board of Directors.” percent (10%) payable by the Managing Director. SPECIAL BUSINESS: Housing II: 9. To consider and, if thought fit, to pass, with or without In case the accommodation is owned by the Company, modification(s), the following resolution as an Ordinary ten percent (10%) of the salary of the Managing Director Resolution: shall be deducted by the Company. “RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any, of Housing III: the Companies Act, 1956 (Act) [including any statutory In case no accommodation is provided by the Company, modification(s) or re-enactment(s) thereof for the time the Managing Director shall be entitled to house rent being in force], Mr. Vimal Bhandari, who was appointed as allowance subject to the ceiling laid down in Housing I an Additional Director pursuant to the provisions of Section above. 1 Complied by: Dion Global Solutions Limited Explanation: 11. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary The expenditure incurred by the Company on gas, Resolution: electricity, water and furnishings shall be valued as per the Income Tax Rules, 1962. This shall, however, be “RESOLVED THAT pursuant to the provisions of Section 198, subject to a ceiling of ten percent (10%) of the salary of 269 and 309 and other applicable provisions, if any, read the Managing Director. with Schedule XIII of the Companies Act, 1956 [including any statutory modification(s) or re-enactment(s) thereof (ii) Medical reimbursement: for the time being in force] and subject to such sanctions/ As per the rules of the Company. approvals, as may be necessary, consent of the Company (iii) Leave travel concession: be and is hereby accorded to the re-appointment of Mr. G.K. Agarwal as the Deputy Managing Director of the For the Managing Director and his family in accordance Company for a period of five (5) years with effect from April with the rules of the Company. 1, 2013 (i.e. from April 1, 2013 to March 31, 2018) on the (iv) Club fees: following terms and conditions including remuneration: Fees of clubs subject to a maximum of two (2) clubs. I. Salary: This will not include admission and life membership A salary of ` 1,378,000/- (Rupees Thirteen lakh fees. seventy eight thousand only) per month in the grade of (v) Personal accident insurance: ` 1,100,000/- (Rupees Eleven lakh only) to ` 3,000,000/- (Rupees Thirty lakh only). As per the rules of the Company. The Board is authorised to determine the Salary and Explanation: grant such increases in Salary and / or Allowances For the purpose of Category ‘A’, ‘family’ means the by whatever name called from time to time within the spouse, the dependent children and dependent parents aforesaid limit. of the Managing Director. II. Commission: CATEGORY ‘B’ Commission to be paid based on net profit of the 1. Contribution to provident fund, superannuation fund Company in a particular year, which put together or annuity fund will not be included in the computation with salary and perquisites shall be subject to the of the ceiling on perquisites to the extent these either overall ceilings laid down in Section 198 and 309 of the singly or put together are not taxable under the Income Companies Act, 1956. Tax Act, 1961. III. Perquisites: 2. Gratuity to be paid as per the rules of the Company. Perquisites are classified into three categories ‘A’, ‘B’ 3. Encashment of leave at the end of the tenure. and ‘C’ as follows: 4. Retirement and other benefits as per the rules of the CATEGORY ‘A’ Company. This will comprise house rent allowance, leave travel CATEGORY ‘C’ concession, medical reimbursement, fees of clubs and personal accident insurance. These may be provided as under: Provision of car for use on Company’s business and telephone at residence will not be considered as perquisites. Personal (i) Housing I: long distance calls on telephone and use of car for private purpose shall be billed by the Company to the Managing The expenditure by the Company on hiring furnished Director. accommodation will be subject to the following ceiling: Notwithstanding anything herein, where in any financial year Sixty percent (60%) of the salary over and above ten during the currency of tenure of the Managing Director, the percent (10%) payable by the Deputy Managing Director. Company has no profits or its profits are inadequate, the Housing II: Company will pay him remuneration by way of salary and perquisites specified above subject to requisite approval, if In case the accommodation is owned by the Company, any, as may be required under the Companies Act, 1956 and ten percent (10%) of the salary of the Deputy Managing rules made thereunder. Director shall be deducted by the Company. RESOLVED FURTHER THAT the Board of Directors of the Housing III: Company be and is hereby authorised and empowered to In case no accommodation is provided by the Company, approve annual increments and to make such improvements the Deputy Managing Director shall be entitled to in the terms of remuneration to Mr.