Bharat Forge Shareholders Approve Re-appointment of Two Executive Directors via Postal Ballot

4 min read     Updated on 14 May 2026, 01:11 PM
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AI Summary

Bharat Forge Limited concluded its postal ballot on April 22, 2026, with shareholders approving the re-appointment of Mr. B. P. Kalyani (DIN: 00267202) and Mr. S. E. Tandale (DIN: 00266833) as Whole-Time Directors designated as Executive Directors for five consecutive years from May 23, 2026 to May 22, 2031. The resolution for Mr. B. P. Kalyani was passed with 99.29% votes in favour (40,67,91,214 shares), while Mr. S. E. Tandale's resolution received 99.28% votes in favour (40,67,89,355 shares). The scrutinizer declared 1,11,239 votes as invalid in both cases. The certified true copy of proceedings was submitted to stock exchanges on May 14, 2026 from Pune.

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Bharat Forge Limited has successfully concluded its postal ballot exercise, with shareholders approving the re-appointment of two Whole-Time Directors designated as Executive Directors. The resolutions were deemed passed on Wednesday, April 22, 2026 — the last date specified for e-voting — and the certified true copy of proceedings was submitted to stock exchanges on May 14, 2026 by Company Secretary and Compliance Officer Tejaswini Chaudhari.

Postal Ballot Process and Timeline

The Board of Directors, vide Board Resolution dated February 12, 2026, approved the conduct of the postal ballot through a remote e-voting process. The company availed the services of National Securities Depository Limited (NSDL) as the e-voting agency. Ms. Ashwini Inamdar (Membership No. FCS 9409, CP No. 11226), failing her, Mr. Atul Mehta (Membership No. FCS 5782, CP No. 2486), Partners of M/s. Mehta & Mehta, Practicing Company Secretaries, Pune, were appointed as scrutinizer to conduct the process in a fair and transparent manner.

Key dates in the postal ballot process were as follows:

Event: Details
Board Resolution Date: February 12, 2026
Notice Circulation Date: March 23, 2026
Cut-off Date (Record Date): March 13, 2026
Newspaper Advertisement Published: March 24, 2026
E-voting Commencement: 9:00 AM (IST), March 24, 2026
E-voting Closure: 5:00 PM (IST), April 22, 2026
Scrutinizer's Report Date: April 24, 2026
Results Declared: April 24, 2026
Resolution Deemed Passed: April 22, 2026

The notice dated February 12, 2026 was circulated via electronic mode to members whose names appeared on the Register of Members as on the cut-off date of March 13, 2026. A newspaper advertisement was published on March 24, 2026 in the English and Marathi editions of Financial Express and Loksatta respectively.

Re-appointment of Mr. B. P. Kalyani as Executive Director

Shareholders approved the re-appointment of Mr. B. P. Kalyani (DIN: 00267202) as Whole-Time Director designated as Executive Director for five consecutive years with effect from May 23, 2026 (i.e., from May 23, 2026 to May 22, 2031, inclusive of both days). The key terms of his appointment are detailed below:

Parameter: Details
Tenure: May 23, 2026 to May 22, 2031 (5 years)
Fixed Salary (Starting): Rs. 29,79,791/- per month
Fixed Salary (Upper Limit): Rs. 47,98,984/- per month
LTCI Cap (per financial year): Rs. 10,000,000 (Rupees Ten Million)
Commission / Variable Pay Cap: 120% of fixed salary per financial year
Perquisites: Medical reimbursement, personal accident insurance, club fees (max. 2 clubs)

The e-voting result for this resolution was as follows:

Metric: Votes in Favour Votes Against
No. of Shares: 40,67,91,214 29,29,405
Percentage (%): 99.29 0.71
Result: Passed by requisite majority —

Note: Scrutinizer declared 1,11,239 votes as Invalid Votes.

Re-appointment of Mr. S. E. Tandale as Executive Director

Shareholders also approved the re-appointment of Mr. S. E. Tandale (DIN: 00266833) as Whole-Time Director designated as Executive Director for five consecutive years with effect from May 23, 2026 (i.e., from May 23, 2026 to May 22, 2031, inclusive of both days). The key terms of his appointment are as follows:

Parameter: Details
Tenure: May 23, 2026 to May 22, 2031 (5 years)
Fixed Salary (Starting): Rs. 34,37,713/- per month
Fixed Salary (Upper Limit): Rs. 55,36,471/- per month
LTCI Cap (per financial year): Rs. 10,000,000 (Rupees Ten Million)
Commission / Variable Pay Cap: 120% of fixed salary per financial year
Perquisites: Medical reimbursement, personal accident insurance, club fees (max. 2 clubs)

The e-voting result for this resolution was as follows:

Metric: Votes in Favour Votes Against
No. of Shares: 40,67,89,355 29,31,243
Percentage (%): 99.28 0.72
Result: Passed by requisite majority —

Note: Scrutinizer declared 1,11,239 votes as Invalid Votes.

Common Terms Applicable to Both Appointments

Both appointments carry identical conditions with respect to duties, conduct, and certain remuneration components:

  • Each Executive Director is required to devote full time and attention to the company's operations, acting in the best interest of the company and its subsidiaries, joint ventures, and associate companies.
  • Both are liable to retire by rotation.
  • Adherence to the company's Code of Conduct and maintenance of confidentiality are mandatory conditions.
  • All company policies and associated rules applicable to other employees shall also apply to the Whole-Time Directors, except where expressly stated otherwise.
  • Contribution to provident fund, superannuation fund, or national pension fund is included in the computation of the ceiling on fixed remuneration.
  • Gratuity is payable as per company policy; encashment of leave is permitted at the end of tenure.
  • Provision of car for use on company's business and telephone at residence shall not be considered as perquisites.
  • In any financial year where the company has no profits or its profits are inadequate, remuneration by way of salary and perquisites shall be paid subject to requisite approvals under the Companies Act, 2013.
  • The Board of Directors is authorised to revise salary and remuneration from time to time, provided total remuneration does not exceed limits prescribed under Section 197 read with Schedule V of the Companies Act, 2013.

The results were simultaneously intimated to stock exchanges and uploaded on the websites of the company and NSDL upon declaration on April 24, 2026.

Historical Stock Returns for Bharat Forge

1 Day5 Days1 Month6 Months1 Year5 Years
-1.84%-4.00%+6.21%+36.97%+53.51%+195.12%

How might the five-year tenure extension of both Executive Directors influence Bharat Forge's long-term strategic direction, particularly in its diversification into defense and electric vehicle components?

Given the significant variable pay component (up to 120% of fixed salary) tied to performance, what key financial and operational metrics is Bharat Forge likely to use to evaluate these directors over the 2026-2031 period?

With leadership continuity now secured until 2031, how could Bharat Forge leverage this stability to pursue large-scale capital expenditure or international acquisition opportunities in the forging and advanced manufacturing space?

Bharat Forge Receives Income Tax Appellate Order with Penalty Reduced to Rs. 85,29,661 for FY 2016-17

1 min read     Updated on 14 May 2026, 08:48 AM
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Bharat Forge Limited received an income tax appellate order dated May 11, 2026, under Section 250 of the Income Tax Act, 1961, reducing the penalty to Rs. 85,29,661 for under-reporting of income for FY 2016-17. The company is in the process of filing a further appeal before ITAT, Pune, and has confirmed there is no material impact on its financials, operations, or other activities.

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Bharat Forge Limited has received an income tax appellate order from the Commissioner of Income-tax (Appeals), Income Tax Department, with a reduction of penalty to Rs. 85,29,661 for under-reporting of income for the financial year 2016-17. The order was passed under Section 250 of the Income Tax Act, 1961, dated May 11, 2026, and received by the company on May 12, 2026. The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Details of the Appellate Order

The following table summarises the relevant details of the order as disclosed by the company under Regulation 30 of the Listing Regulations:

Parameter: Details
Authority: Commissioner of Income-tax (Appeals), Income Tax Department
Order Type: Order under Section 250 of the Income Tax Act, 1961
Date of Order: May 11, 2026
Date of Receipt: May 12, 2026
Penalty Amount: Rs. 85,29,661
Violation: Under-reporting of income under Section 270A of the Income Tax Act, 1961
Financial Year: 2016-17
Next Step: Appeal to be filed before ITAT, Pune

Company's Response and Financial Impact

Bharat Forge has indicated that the appellate order is subject to further appeal, and the company is in the process of filing an appeal before the Income Tax Appellate Tribunal (ITAT), Pune, against the said penalty. The company has explicitly stated that there is no material impact on its financials, operations, or other activities as a result of this order. The intimation was signed by Tejaswini Chaudhari, Company Secretary and Compliance Officer, on May 13, 2026.

Historical Stock Returns for Bharat Forge

1 Day5 Days1 Month6 Months1 Year5 Years
-1.84%-4.00%+6.21%+36.97%+53.51%+195.12%

What is the likelihood of Bharat Forge succeeding in its appeal before ITAT, Pune, and what precedents exist for similar under-reporting cases in the manufacturing sector?

Are there any other pending tax disputes or assessments for Bharat Forge across different financial years that could collectively pose a material financial risk?

How might repeated tax litigation disclosures, even if individually immaterial, influence institutional investor sentiment toward Bharat Forge over the long term?

More News on Bharat Forge

1 Year Returns:+53.51%