Bharat Forge Ltd — Regulatory Filings 2021

Jun 29, 2021

B H A R A T F O R G E

June 29, 2021

To,

BSE Limited,

National Stock Exchange of India Limited,

‘Exchange Plaza’, Bandra-Kurla Complex, Bandra (East) Symbol: BHARATFORG Series: EQ

1st Floor, New Trading Ring, ‘Exchange Plaza’, Rotunda Building, P.J. Towers, Dalal Street, Fort, Mumbai- 400 051 Mumbai - 400 001 Symbol:

BSE SCRIP CODE – 500493

Dear Sir/Madam,

Sub.: Acquisition of Sanghvi Forging and Engineering Limited pursuant to the Resolution Plan under the Insolvency and Bankruptcy Code, 2016

This is with reference to our earlier communication dated April 27, 2021 in relation to our Resolution Plan approved by Hon’ble National Company Law Tribunal, Ahmedabad Bench (“ NCLT ”) for acquisition of Sanghvi Forging & Engineering Limited (" SFEL " or “ Corporate Debtor ”) in terms of the provision of Insolvency and Bankruptcy Code, 2016 (" IBC ").

In this regard, we wish to inform you that in accordance with the NCLT order dated April 26, 2021 and in terms of the approved Resolution Plan, the Company has fully implemented the Resolution Plan and pursuant to the Resolution Plan has acquired 100% control of SFEL through its whollyowned subsidiary - BF Industrial Solutions Limited (formerly known as Nouveau Power & Infrastructure Private Limited) (“ BFISL ”).

Pursuant to approved Resolution Plan, among others, the following key actions have been undertaken:

1) Delisting of equity shares of SFEL

The equity shares of SFEL have been delisted from BSE Ltd. (“ BSE ”) and National Stock Exchange Ltd. (“ NSE ”) with effect from June 17, 2021.

2) Primary Infusion by the SPV into the Corporate Debtor

SFEL has issued and allotted 50,000 (Fifty Thousand) equity shares at face value of Rs. 10/(Rupees Ten only) to BFISL and its nominees on a preferential basis through Private Placement.

3) Capital Reduction of SFEL

The entire issued, subscribed and paid-up equity share capital of the SFEL i.e. 1,48,92,267 (One Crore Forty Eight Lakhs Ninety Two Thousand Two Hundred Sixty Seven) equity shares of Rs. 10/- (Rupees Ten only) each fully-paid-up aggregating Rs. 14,89,22,670 (Rupees Fourteen Crore Eighty Nine Lakhs Twenty Two Thousand Six Hundred Seventy only), excluding the new equity shares allotted to BFISL and its nominees as per (2) above, was cancelled and extinguished.

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BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA. PHONE: + 91 20 6704 2476 6704 2451 6704 2544 (Secretarial) Fax 020 2682 2163 Email: secretarial@bharatforge.com WEBSITE: www.bharatforge.com CIN L25209PN1961PLC012046

B H A R A T F O R G E

Subsequent to the aforesaid selective capital reduction of the equity share capital of SFEL, SFEL has become a wholly-owned subsidiary of BFISL and thus a stepdown subsidiary of the Company.

4) Infusion of funds by BFISL into SFEL

Further, funds amounting to Rs. 15,00,00,000 (Rupees Fifteen Crores Only) were infused in SFEL by BFISL by way of subscription of 40,00,000 (Forty Lakh) equity shares at face value of Rs. 10/(Rupees Ten only) per share and issue of 1,10,000 (One Lakh Ten Thousand) Zero Coupon Optionally Convertible debentures at face value of Rs. 1,000/- (Rupees One Thousand only) per debenture.

5) Completion of Priority Payments

SFEL has made all the priority payments viz. IRP costs, the Workmen and Employee Amount and Other Operational Creditor Amount in terms of the approved Resolution Plan.

6) Repayment of financial creditors

In terms of the approved Resolution Plan, the secured Financial Creditors has been paid an aggregate amount of Rs. 75,00,00,000 (Rupees Seventy Five Crores only) by BFISL for the assignment of existing financial debt of SFEL.

Upon completion of the all the above steps of the approved Resolution Plan, the Company has acquired 100% control over SFEL.

The details required under Regulation 30 of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are as under:

a)	Name of the target entity, details in brief such as size, turnover etc.	Sanghvi Forging and Engineering Limited (“SFEL”) Authorized Capital:Rs. 20,00,00,000 divided into 2,00,00,000 equity shares of Rs. 10 each Issued, Subscribed & Paid-up Capital: Rs. 4,05,00,000 divided into 40,50,000 equity shares of Rs. 10/- each Turnover: The turnover for financial year 2020-21 is Rs. 5,54,271.38_(in‘000)_
b)	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired?	No

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BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA. PHONE: + 91 20 6704 2476 6704 2451 6704 2544 (Secretarial) Fax 020 2682 2163 Email: secretarial@bharatforge.com WEBSITE: www.bharatforge.com CIN L25209PN1961PLC012046

B H A R A T F O R G E

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If yes, nature of interest and details
thereof and whether the same is
done at “arm’s length”;
c) Industry to which the entity being Forging, power, oil & gas
acquired belongs;
d) Objects and effects of acquisition The acquisition of SFEL was carried out in
(including but not limited to, accordance with the Resolution Plan as approved by
disclosure of reasons for the National Company Law Tribunal (“ NCLT ”) vide
acquisition of target entity, if its its order dated April 26, 2021 in relation to the
business is outside the main line of corporate insolvency resolution process of SFEL
business of the listed entity); under the Insolvency and Bankruptcy Code, 2016.
e) Brief details of any governmental NCLT order dated April 26, 2021 has been obtained.
or regulatory approvals required
for the acquisition;
f) Indicative time period for The acquisition has been completed on June 28,
completion of the acquisition; 2021.
g) Nature of consideration - whether The consideration is in the form of cash.
cash consideration or share swap
and details of the same;
h) Cost of acquisition or the price at Total cost of acquisition is Rs. 90,00,00,000
which the shares are acquired; (Rupees Ninety Crores only).
As part of the implementation of the resolution plan,
Rs. 15,00,00,000 (Rupees Fifteen crores only) have
been invested by BFISL by subscribing to 40,50,000
Equity Shares at face value of Rs. 10/- each and
1,10,000 Zero Coupon Optionally Convertible
Debentures at face value of RS. 1,000/- each and
made payment of Rs. 75,00,00,000 (Rupees
Seventy Five crores only) to the Secured Financial
Creditors for assignment of existing secured debt.
i) Percentage of shareholding / 100% shareholding acquired by BF Industrial
control acquired and / or number of Solutions Limited, wholly owned subsidiary of the
shares acquired; Company
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BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA. PHONE: + 91 20 6704 2476 6704 2451 6704 2544 (Secretarial) Fax 020 2682 2163 Email: secretarial@bharatforge.com WEBSITE: www.bharatforge.com CIN L25209PN1961PLC012046

B H A R A T F O R G E

j) Brief background about the entity SFEL is an Indian public limited company acquired in terms of products/line incorporated on March 16, 1989, with its registered of business acquired, date of office at Waghodia, Gujarat. incorporation, history of last 3 years turnover, country in which SFEL is engaged in the manufacture of open and the acquired entity has presence closed die forging products for the oil & gas, and any other significant defence, ship building, power & other sectors and is information (in brief); an exporter of products to various foreign countries over the last two decades; SFEL is also engaged in manufacturing components for Defence and Aerospace, Power, Oil & Gas, Construction & Mining, Railways, Marine and General Engineering sectors; The turnover of SFEL for the preceding 3 financial years is as follows- (Rs. in ‘000) FY 2020-21: 5,54,271.38 FY 2019-20: 5,95,637.10 FY 2018-19: 6,11,816.43

Kindly take the same on record.

Thanking you,

Yours faithfully,

For Bharat Forge Limited

CHAUDHARI Digitally signed by CHAUDHARI Tejaswini Tejaswini RAMKRISHNA Date: 2021.06.29 11:33:19 RAMKRISHNA +05'30'

Tejaswini Chaudhari Company Secretary & Compliance Officer

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BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA. PHONE: + 91 20 6704 2476 6704 2451 6704 2544 (Secretarial) Fax 020 2682 2163 Email: secretarial@bharatforge.com WEBSITE: www.bharatforge.com CIN L25209PN1961PLC012046