ramkrishna forgings Ltd. — Proxy Solicitation & Information Statement 2020

Mar 3, 2020

Date: 3rd March 2020

The Listing Department Bombay Stock Exchange PJ Towers Dalal Street Mumbai – 400 001

The Listing Department National Stock Exchange of India Limited "Exchange Plaza" C-1, Block G Bandra- Kurla Complex, Bandra (E) Mumbai- 400051

BSE SCRIP CODE: 532527

NSE SYMBOL: RKFORGE

Dear Sir / Madam,

Sub: Postal Ballot Notice-Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

In continuation to the Outcome of Meeting of the Board of Directors of the Company dated 12th February 2020, we hereby enclose a copy of the postal ballot notice dated 12th February 2020 ("Postal Ballot Notice") and postal ballot form. The Postal Ballot Notice, along with other relevant documents, have been sent on 2nd March 2020 to all the shareholders whose names appear in the register of members/ beneficial owners received from the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited as on 14th February 2020 ("Cut off date"), seeking their approval to the resolutions as set out in the Postal Ballot Notice.

The Company has engaged the services of KFin Technologies Private Limited (KFintech) for the purpose of providing remote e-voting facility to all its members. The voting through postal ballot and through e-voting has commenced from 3rd March 2020 (9:00 AM. IST) and shall end on 1st April 2020 (5:00 PM. IST). The results of the postal ballot will be announced on 3rd April 2020. The above information will also be made available on the website of the Company: www.ramkrishnaforgings.com.

Request to kindly take the same into record.

Thanking You,

Yours truly, For Ramkrishna Forgings Limited

Sd/- Rajesh Mundhra Company Secretary

RAMKRISHNA FORGINGS LIMITED

CIN No: L74210WB1981PLC034281 23, CIRCUS AVENUE, KOLKATA-700017 Email- neha.gupta@ramkrishnaforgings.com Phone:033-4082 0900/0999, Fax-033-4082 0998 Website: www.ramkrishnaforgings.com

POSTAL BALLOT NOTICE

[No!ce pursuant to Sec!on 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administra!on) Rules, 2014]

Dear Member(s),

No!ce is hereby given to the Members of Ramkrishna Forgings Limited ('the Company') that pursuant to the provisions of Sec!on 110 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with Rule 22 of the Companies (Management and Administra!on) Rules, 2014 (including any statutory modifica!on or re-enactment thereof for the !me being in force), Secretarial Standard on General Mee!ngs (SS 2) and pursuant to other applicable laws and regula!ons, it is sought to pass the proposed resolu!ons as set out hereina#er, by means of postal ballot, which includes remote e-vo!ng (Vo!ng by electronic means).

A Statement pursuant to Sec!on 102 of the Act se$ng out the material facts and the reasons thereof (the Statement) is annexed hereto along with a Postal Ballot Form, for your considera!on. This No!ce along with the Statement and the Postal Ballot Form is also available on the website of the Company (www.ramkrishnaforgings.com).

The Board of Directors of the Company has appointed M/s. Asha Banthia & Co., Prac!sing Chartered Accountants, Kolkata (Membership No. 055643) (FRN: 327389E) as the Scru!nizer for conduc!ng the postal ballot and remote e-vo!ng process in a fair and transparent manner.

Members desiring to exercise their vote(s) by postal ballot are requested to carefully read the instruc!ons printed in the Postal Ballot Form and return the same duly completed in the enclosed self-addressed Business Reply Envelope. Postage will be borne and paid by the Company. Postal Ballot Form(s), if sent by the courier or by registered post/speed post at the expense of the Member(s) will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given on the self-addressed Business Reply Envelope. The duly completed Postal Ballot Form(s) should reach the Scru!nizer not later than 5.00 p.m. on 1st April, 2020 to be eligible for being considered, failing which it will be strictly considered that no reply has been received from the Member.

Members desiring to opt for remote e-vo!ng as per the facili!es arranged by the Company are requested to read the instruc!ons in the Notes under the sec!on 'Vo!ng through Remote E-Vo!ng'. References to postal ballot(s) in this Postal Ballot No!ce include votes received electronically (remote e-vo!ng).

The Scru!nizer will submit his report to the Chairman or to any person authorised by him a#er comple!on of the scru!ny of the postal ballot and remote e-vo!ng and the results of the postal ballot shall be declared on or before 4 p.m. on 3rd April, 2020 at the Registered office at 23, Circus Avenue, Kolkata – 700017 and shall be placed along with Scru!nizer's Report on the Company's website www.ramkrishnaforgings.com and shall also be displayed on the No!ce Board of the Company at its Registered Office and communicated to the Stock Exchanges and KFin Technologies Private Limited (KFintech) (e-vo!ng agency).

Special Business

Item No. 1:

Remunera!on Payable to Mr. Mahabir Prasad Jalan (DIN: 00354690) as the Whole!me Director designated as the Chairman of the Company for the remaining period of his tenure i.e. from 1st April, 2019 to 4th November, 2021, and consider, if thought fit, to pass the following resolu!on as a Special Resolu!on:

"RESOLVED THAT further to the resolu!on passed by the Members at the 34th Annual General Mee!ng of the Company according their consent to the re-appointment of Mr. Mahabir Prasad Jalan (DIN: 00354690) as the Whole!me Director designated as the Chairman of the Company for a period of 5 years commencing from 5th November, 2016, at a remunera!on and on the terms & condi!ons men!oned therein, and pursuant to the provisions of Sec!on 197 read with Sec!on II of Part II of Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifica!on or re-enactment thereof for the !me being in force), the Securi!es and Exchange Board of India (Lis!ng Obliga!ons and Disclosure Requirements) Regula!ons, 2015, as amended and such other approvals as may be necessary in this regard, and based on the recommenda!ons of the Nomina!on and Remunera!on Commi*ee and approval of the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for the payment of the remunera!on to Mr. Mahabir Prasad Jalan (DIN: 00354690) as the Whole!me Director designated as the Chairman of the Company on the terms and condi!ons as set out in the Explanatory Statement for the period from 1st April, 2019 to 4th November, 2021."

"RESOLVED FURTHER THAT notwithstanding the profits in any financial year, the Company shall pay the remunera!on as men!oned in explanatory statement as the minimum remunera!on."

"RESOLVED FURTHER THAT the Board of Directors, Nomina!on & Remunera!on Commi#ee of the Board and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, ma#ers and things as may be considered necessary, proper, expedient , incidental or desirable to give effect to this Resolu!on."

Item No. 2:

Remunera!on Payable to Mr. Naresh Jalan (DIN: 00375462) as the Managing Director of the Company, for the remaining period of his tenure i.e. from 1st April, 2019 to 4th November, 2021 and consider, if thought fit, to pass the following resolu!on as a Special Resolu!on:

"RESOLVED THAT further to the resolu!on passed by the Members at the 34th Annual General Mee!ng of the Company according their consent to the re-appointment of Mr. Naresh Jalan (DIN: 00375462) as the Managing Director of the Company for a period of 5 years commencing from 5th November, 2016, at a remunera!on and on the terms & condi!ons men!oned therein, and pursuant to the provisions of Sec!on 197 read with Sec!on II of Part II of Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifica!on or re-enactment thereof for the !me being in force) the Securi!es and Exchange Board of India (Lis!ng Obliga!ons and Disclosure Requirements) Regula!ons, 2015, as amended and such other approvals as may be necessary in this regard, and based on the recommenda!ons of the Nomina!on and Remunera!on Commi#ee and approval of the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for the payment of the remunera!on on the terms and condi!ons as set out in the Explanatory Statement to Mr. Naresh Jalan (DIN: 00375462) as the Managing Director of the Company for the period from 1st April, 2019 to 4th November, 2021."

"RESOLVED FURTHER THAT notwithstanding the profits in any financial year, the Company shall pay the remunera!on as men!oned in explanatory statement as the minimum remunera!on."

"RESOLVED FURTHER THAT the Board of Directors, Nomina!on & Remunera!on Commi#ee of the Board and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, ma#ers and things as may be considered necessary, proper, expedient , incidental or desirable to give effect to this Resolu!on."

Item No. 3:

Remunera!on Payable to Mr. Pawan Kumar Kedia (DIN: 00375557) as Whole!me Director designated as Director (Finance), for the period from 1st April, 2019 to 31st March 2020 and consider, if thought fit, to pass the following resolu!on as an Ordinary Resolu!on:

"RESOLVED THAT further to the resolu!on passed by the Members at the 37th Annual General Mee!ng of the Company according their consent to the re-appointment of Mr. Pawan Kumar Kedia (DIN: 00375557) as Whole!me Director designated as Director (Finance) for a period of 1 year commencing from 1st April 2019 at a remunera!on and on the terms & condi!ons men!oned therein, and pursuant to the provisions of Sec!on 197 read with Sec!on II of Part II of Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifica!on or re-enactment thereof for the !me being in force) the Securi!es and Exchange Board of India (Lis!ng Obliga!ons and Disclosure Requirements) Regula!ons, 2015, as amended and such other approvals as may be necessary in this regard and based on the recommenda!ons of the Nomina!on and Remunera!on Commi#ee and approved by the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded, for the payment of the remunera!on to Mr. Pawan Kumar Kedia on the terms and condi!ons as set out in the Explanatory Statement for the period from 1st April, 2019 to 31st March 2020."

"RESOLVED FURTHER THAT notwithstanding the profits in any financial year, the Company shall pay the remunera!on as men!oned in explanatory statement as the minimum remunera!on."

"RESOLVED FURTHER THAT the Board of Directors, Nomina!on & Remunera!on Commi#ee of the Board and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, ma#ers and things as may be considered necessary, proper, expedient , incidental or desirable to give effect to this Resolu!on."

Item No. 4:

To re-appoint Mr. Pawan Kumar Kedia (DIN: 00375557) as Whole!me Director designated as Director (Finance) and consider, if thought fit, to pass with or without modifica!on(s), the following resolu!on as an Ordinary Resolu!on :

"RESOLVED THAT based on the recommenda!on of the Nomina!on and Remunera!on Commi#ee and approval of the Board and pursuant to the provisions of Sec!ons 196, 197, 198, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 (including any statutory modifica!on or re-enactment thereof for the !me being in force) and pursuant to the SEBI (Lisng Obligaons & Disclosure Requirements) Regulaons, 2015 and all applicable guidelines issued by the Central Government from me to me and subject to the limits of remuneraon provided in Part II Secon II of Schedule V of the Companies Act, 2013 and such other approvals, as may be necessary, consent of the members of the Company be and is hereby accorded to the reappointment of Mr. Pawan Kumar Kedia (DIN:00375557), as the Wholeme Director designated as Director (Finance) of the company, for a period of 1 (One) year w.e.f 1st April 2020, upon the terms and condions including remuneraon as set out in the Explanatory Statement."

"RESOLVED FURTHER THAT Mr. Pawan Kumar Kedia shall be subject to rerement by rotaon during his tenure as the Wholeme Director of the Company provided that if he vacates office by rerement by rotaon under the provisions of the Companies Act 2013 at any Annual General Meeng and is re-appointed as a Director at the same meeng, he shall not, by reason only of such vacaon, cease to be the Whole-me Director."

"RESOLVED FURTHER THAT notwithstanding the profits in any financial year, the Company shall pay the remuneraon as menoned in explanatory statement as the minimum remuneraon."

"RESOLVED FURTHER THAT the Board of Directors or any Commi#ee thereof, be and is hereby authorised to alter, modify or revise from me to me, the said terms and condions of reappointment and remuneraon of Mr. Pawan Kumar Kedia in such manner as may be considered appropriate and in the best interests of the Company and as may be permissible at law upon the terms and condions set out in the Explanatory Statement."

"RESOLVED FURTHER THAT the Board of Directors, Nominaon & Remuneraon Commi#ee of the Board and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, ma#ers and things as may be considered necessary, proper, expedient, incidental or desirable to give effect to this Resoluon."

Item No. 5:

To appoint Mr. Chaitanya Jalan (DIN: 07540301), as Director and consider, if thought fit, to pass with or without modifica"on(s), the following resolu"on as an Ordinary Resolu"on:

"RESOLVED THAT pursuant to the provisions of Secon 152 and any other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualificaon of Directors) Rules, 2014 (including any statutory modificaon(s) or re-enactment thereof for the me being in force), Mr. Chaitanya Jalan (DIN: 07540301), who, pursuant to Secon 161 of the Companies Act, 2013 and the Arcles of Associaon of the Company was appointed as an Addional Director with effect from 9th November, 2019 and who holds the office upto the date of forthcoming Annual General Meeng of the Company and in respect of whom the Company has received a noce in wring from a member under Secon 160 of the Companies Act, 2013, proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company, liable to rere by rotaon."

Item No. 6

To appoint Mr. Chaitanya Jalan (DIN: 07540301) as Whole"me Director designated as Director (Execu"ve) and consider, if thought fit, to pass with or without modifica"on(s), the following resolu"on as an Special Resolu"on :

"RESOLVED THAT based on the recommendaon of the Nominaon and Remuneraon Commi#ee and approval of the Board and pursuant to the provisions of Secons 196, 197, 198, 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 (including any statutory modificaon or re-enactment thereof for the me being in force) and pursuant to the SEBI (Lisng Obligaons & Disclosure Requirements) Regulaons, 2015 and all applicable guidelines issued by the Central Government from me to me and subject to the limits of remuneraon provided in Part II Secon II of Schedule V of the Companies Act, 2013 and such other approvals, as may be necessary, consent of the members of the Company be and is hereby accorded to the appointment of Mr. Chaitanya Jalan (DIN: 07540301), as the Wholeme Director designated as Director (Execuve) of the company, for a period of 5 (Five) years w.e.f 9th November 2019."

"RESOLVED FURTHER THAT Mr. Chaitanya Jalan shall be subject to rerement by rotaon during his tenure as the Wholeme Director of the Company provided that if he vacates office by rerement by rotaon under the provisions of the Companies Act 2013 at any Annual General Meeng and is re-appointed as a Director at the same meeng, he shall not, by reason only of such vacaon, cease to be the Whole-me Director."

"RESOLVED FURTHER THAT notwithstanding the profits in any financial year, the Company shall pay the remuneraon as menoned in explanatory statement as the minimum remuneraon."

"RESOLVED FURTHER THAT the Board of Directors or any Commi#ee thereof, be and is hereby authorised to alter, modify or revise from me to me, the said terms and condions of reappointment and remuneraon of Mr. Chaitanya Jalan in such manner as may be considered appropriate and in the best interests of the Company and as may be permissible at law upon the terms and condions set out in the Explanatory Statement."

"RESOLVED FURTHER THAT the Board of Directors, Nomina!on & Remunera!on Commi"ee of the Board and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, ma"ers and things as may be considered necessary, proper, expedient , incidental or desirable to give effect to this Resolu!on."

Registered Office:	By order of the Board
Ramkrishna Chambers	Sd/-
23 Circus Avenue, Kolkata - 700017	Rajesh Mundhra
Place: KolkataDated: 12th February, 2020	Company SecretaryACS 12991

IMPORTANT NOTES:

1. The Explanatory Statement pursuant to Sec!on 102(1) of the Companies Act, 2013, in respect of item nos. 1 to 6 which sets out details rela!ng to Special Business at the mee!ng, forms part of this No!ce.

The Postal Ballot No!ce is being sent to the Members whose names appear on the Register of Members/ List of Beneficial Owners as received from Na!onal Securi!es Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the close of business hours of 14th February 2020 (Friday). The Postal Ballot No!ce is being sent to Members in electronic form to their email addresses registered with their Depository Par!cipants/ the Company's Registrar and Share Transfer Agent and Members who have not registered their e-mail IDs will receive No!ce of Postal Ballot along with physical Ballot Form through permitable means.

• 1. Members whose names appear on the Register of Members/ List of Beneficial Owners as on maintained by the Depositories as on the Cut-off date i.e. 14th February 2020 (Friday) will be considered for the purpose of remote e-vo!ng and Postal Ballot. A person who is in receipt of this No!ce but is not a member on the said date should treat this No!ce for informa!on purposes only.
• 1. In compliance with the provisions of Sec!ons 108, 110 and other applicable provisions, if any, of the Act, read with the relevant rules made thereunder and Regula!on 44 of the Securi!es and Exchange Board of India (Lis!ng Obliga!ons and Disclosure Requirements) Regula!ons, 2015 (as amended), the Company has also extended remote e-vo!ng facility as an alternate, for its members to enable them to cast their votes electronically. The Company has engaged the services of KFin Technologies Private Limited (KFintech) as the Agency to provide remote e-vo!ng facility. The instruc!ons for Members op!ng for remote e-vo!ng is as below:

Vo!ng instruc!ons

A. Vo!ng through electronic means:

The Company is pleased to inform that all the resolu!ons as stated in the no!ce can be transacted by electronic vo!ng system and the Company has provided members facility to exercise their right to vote at the Postal Ballot by electronic means through e-Vo!ng Services provided by KFintech :

The instruc!ons for e-vo!ng are as under:

• i. In case a Member receives an email from KFintech [for members whose email IDs are registered with the Company/ Depository Par!cipants(s)]:

• a. Launch internet browser by typing the URL: h"ps://evo!ng.karvy.com.

• b. Enter the login creden!als (i.e., User ID and password men!oned below). Your Folio No./ DP ID-Client ID will be your User ID. However, if you are already registered with KFintech for e-vo!ng, you can use your exis!ng User ID and password for cas!ng your vote.

• c. A'er entering these details appropriately, Click on "LOGIN".

• d. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on first login. You may also enter a secret ques!on and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confiden!al.

• e. You need to login again with the new creden!als.

• f. On successful login, the system will prompt you to select the "EVENT" i.e., Ramkrishna Forgings Limited.

• g. On the vo!ng page, enter the number of shares (which represents the number of votes) as on the Cut Off Date under "FOR/AGAINST" or alterna!vely, you may par!ally enter any number in "FOR" and par!ally in "AGAINST" but the total number in "FOR/AGAINST" taken together should not exceed your total shareholding as men!oned hereinabove.

• h. You may also choose the op!on ABSTAIN. If the shareholder does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.

• i. Shareholders holding mul!ple folios/demat accounts shall choose the vo!ng process separately for each folios/ demat accounts.

• j. Vo!ng has to be done for each item of the no!ce separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained.

• k. You may then cast your vote by selec!ng an appropriate op!on and click on "Submit".

• l. A confirma!on box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the resolu!on, you will not be allowed to modify your vote. During the vo!ng period, Members can login any numbers of !mes !ll they have voted on the Resolu!on(s).

• m. Corporate/Ins!tu!onal Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned cer!fied true copy (PDF Format) of the Board Resolu!on/Authority Le$er, etc. together with a$ested specimen signature(s) of the duly authorized representa!ve(s), to the Scru!nizer at e mail id ashambanthia@gmail.com with a copy marked to evo!ng@karvy.com and neha.gupta@ramkrishnaforgings.com. The scanned image of the above men!oned documents should be in the naming format "Ramkrishna Forgings Limited, Postal Ballot No!ce." The documents must be received by the Scru!nizer on or before Wednesday, 1st April, 2020 (5:00 P.M.).

• B. In case a Member receives physical copy of the Noce of Postal Ballot [for members whose email IDs are not registered with the Company/Depository Parcipants(s) or requesng physical copy]:

• (i) User ID and ini!al Password as provided along with Postal Ballot Form.

• (ii) Please follow all steps from Sl. No. (a) to Sl. No. (m) above, to cast vote.

• 1. Members can opt for only one mode of vo!ng i.e., either by postal ballot or remote e-vo!ng. In case Members cast their votes through both the modes, vo!ng done by remote e-vo!ng shall prevail and votes cast through physical Postal Ballot Form will be treated as invalid.
• 1. Members who have received Postal Ballot No!ce by email and who wish to vote through physical Postal Ballot Form or in case a Member is desirous of obtaining a duplicate Postal Ballot Form, he or she may obtain the Ballot Form from Registrar and Share Transfer Agent (R & T Agent), M/s. KFin Technologies Private Limited (KFintech), Selenium Tower B, Plot Number 31 & 32, Financial District, Gachi Bowli, Nanakramguda, Serilingampally, Hyderabad-500032, Telangana, India or mail to evo!ng@ karvy.com or at telephone no. 040-6716-2222 or from the Company at its Registered Office. The Registrar and Share Transfer Agent/Company shall forward the same along with self addressed Business Reply Envelope to the Members or download the same from the Company's Website i.e. www.ramkrishnaforgings.com.
• 1. Members desiring to exercise their vote by physical Postal Ballot are requested to carefully read the instruc!ons printed in the Postal Ballot No!ce and Form and return the Form duly completed and signed, in the enclosed self addressed Business Reply Envelope to the Scru!nizer, so that it reaches the Scru!nizer not later than 1st April, 2020 (5.00 p.m.). The postage of such envelope will be borne and paid by the Company. However, envelopes containing postal ballots, if sent by courier or registered/speed post at the expense of the Members will also be accepted.
• 1. The vo!ng period begins on 3rd March, 2020 from 9.00 a.m (Tuesday) and ends on 1st April, 2020 at 5.00 p.m (Wednesday). The remote e-vo!ng shall be disabled by KFintech therea'er. Postal Ballot Form received a'er 1st April, 2020 (5.00 p.m.) will be strictly treated as if no reply has been received from the Member. Once the vote on a resolu!on is cast by the member, the member shall not be able to change it subsequently.
• 1. All the documents referred to in the No!ce dated 12th February 2020 shall be open for inspec!on by the Members at the Registered Office of the Company during normal working hours on any working day, excluding Saturdays, Sundays and Public

Holidays between 11.00 am to 1.00 pm from the date of dispatch of the Noce ll the last day of receipt of Postal ballot Forms.

• 1. Members may address their queries regarding vong by Postal Ballot or remote e-vong to the Company Secretary/ KFin Technologies Private Limited, the Registrar and Share Transfer Agents of the Company at their office at Selenium Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad - 500 032, Telangana, India or mail to evong@karvy.com or at telephone no. 040-6716-2222.
• 1. The Board of Directors has appointed Asha Banthia & Co., Pracsing Chartered Accountants, Kolkata (Membership No. 055643) (FRN: 327389E), as the Scrunizer to scrunize the e-vong and ballot vong process in a fair and transparent manner.
• 1. The Scrunizer shall, açer conclusion of vong period, shall make consolidated Scrunizer's Report of the votes cast in favour or against, if any, and submit to the Chairman or to any person authorized by him, who shall countersign the same and declare the result of the Vong therewith.
• 1. The results of the postal ballot will be posted on the website of the Company www.ramkrishnforgings.com along with Scrunizer's Report and shall be sent to the Stock Exchanges where the shares of the Company are listed and simultaneously to the KFintech facilitang the evong plaèorm in this regard.
• 1. The Resoluons, if passed by majority, will be deemed to be passed on the last date specified for receipt of duly completed Postal Ballot Forms or e-vong, i.e., 1st April, 2020 (Wednesday). Members, who wish to be present at the venue at the me of declaraon of the Result, may do so.
• 1. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communicaon including Annual Report, Noces, Circulars, etc. from the Company electronically.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO(S). 1, 2 and 3

The members of the Company had, at their meeng held on 24th September 2016 reappointed Mr. Mahabir Prasad Jalan (DIN: 00354690) as the Wholeme Director designated as the Chairman and Mr. Naresh Jalan (DIN: 00375462) as the Managing Director of the Company for a period of 5 years commencing from 5th November, 2016.

The members of the Company had, at their meeng held on 7th September 2019 reappointed Mr. Pawan Kumar Kedia (DIN: 00375557) as the Wholeme Director designated as Director (Finance) for a period of 1 year commencing from 1st April 2019 to 31st March 2020.

The Company had been making consistent adequate profit for the last two Financial Years as per table below:

Par!culars	Year ended31st March, 2019(Amount in Rs. Lakhs)	Year ended31st March, 2018(Amount in Rs. Lakhs)
Sales and Operang Income (Net)	180,668.73	143,546.89
Profit before Interest, Depreciaon & Tax (incl. Exceponal Item)	38,248.84	28,843.36
Profit Before Tax	18,243.81	13,421.12
Profit Açer Tax	11,931.08	9,466.02

As per industry body Society of Indian Automobile Manufacturers (SIAM) the overall Commercial Vehicles segment registered a decline of (-) 21.09 percent in April-December 2019 as compared to the same period last year. Medium & Heavy Commercial Vehicles (M&HCVs) declined by (-) 36.69 percent and Light Commercial Vehicles declined by (-) 11.34 percent in April-December 2019 as compared to same period last year.

The outlook for the domesc commercial vehicle industry remains depressed due to subdued sales amid slowing economic growth and ght financing environment. The demand headwinds is expected to connue in the near-term with likelihood of limited prebuying ahead of the roll-out of BS-VI emission norms.

There has been a negave impact on commercial vehicle demand on account of revised axle load norms over recent months with the weakness in consumpon-oriented sectors and subdued rural demand senment.

The volume contracon had worsened with CV OEMs cu!ng down on their wholesale dispatches to pare down inventory levels at dealerships in light of subdued fooèalls and retail sales.

Thus, on account of the above reasons the Company will not be able to earn sufficient profits in the Financial Year 2019-20 which may become inadequate for the purpose of managerial remuneraçon in terms of Secçon 197 of the Companies Act, 2013.

In view of the above, the payment of the managerial remuneraçon to the respecçve managerial personnel for the period 2019-20 and 2020-21 and 2021-22 may fall within the purview of Secçon II of Part II of Schedule V of the Companies Act, 2013 (as amended).

Accordingly, the Board of Directors at its Meeçng held on 12th February 2020 felt it prudent to approach the Members of the Company seeking their approval by way of special resoluçons to the remuneraçon payable to the aforesaid managerial personnel for their remaining tenure in the event of loss or inadequacy of profits during the aforesaid financial years. This approval is also taken as an approval under Regulaçon 17(6)(e) of Securiçes and Exchange Board of India (Lisçng Obligaçons and Disclosure Requirements) Regulaçons, 2015, as applicable.

The details of remuneraçon of the aforesaid Managerial Personnel are given in Annexure-I. The informaçon pursuant to Schedule V of the Companies Act, 2013, as amended, are given in Annexure-II forming part of this Noçce.

Details of Mr. Mahabir Prasad Jalan, Mr. Naresh Jalan, Mr. Pawan Kumar Kedia are provided in Annexure-III" to the Noçce pursuant to the provisions of (i) the Securiçes and Exchange Board of India (Lisçng Obligaçons and Disclosure Requirements) Regulaçons, 2015 and (ii) Secretarial Standard on General Meeçngs ("SS-2"), issued by the Insçtute of Company Secretaries of India.

Having regard to the above, the resoluçons set out at item Nos. 1, 2 and 3 have been proposed and recommended by the Board of Directors for your approval based on the recommendaçons of the Nominaçon & Remuneraçon Commi!ee.

The company has not commi!ed any default in payment of dues to any bank or public financial insçtuçon or any other secured creditors before the date of appointment of such managerial person(s). The Company has not issued any Non-Converçble Debentures.

Except Mr. Mahabir Prasad Jalan, Mr. Naresh Jalan Mr. Pawan Kumar kedia and Mr. Chaitanya Jalan, and their relaçves, none of the other Directors and Key Managerial Personnel of the Company and their relaçves are concerned or interested, financial or otherwise in above Resoluçons.

Item no. 4

Mr. Pawan Kumar Kedia was appointed as Whole Time Director of the Company for a period of 1 (one) year w.e.f 1st April 2019 çll 31st March, 2020. The Board of Directors, based on recommendaçon of the Nominaçon and Remuneraçon Commi!ee ("NRC") at its meeçng held on 12th February 2020 re-appointed Mr. Pawan Kumar Kedia as the Whole çme director designated as Director (Finance) of the Company for a period of 1 (One) year w.e.f 1st April 2020, subject to approval of the shareholders of the Company.

Mr. Pawan Kumar Kedia saçsfies all the other condiçons set out in Part-I of Schedule V of the Act as also condiçons set out under sub-secçon (3) of Secçon 196 of the Act for being eligible for his re-appointment. He is not disqualified from being appointed as Director in terms of Secçon 164 of the Act.

The appointment and payment of remuneraçon to Mr. Pawan Kumar Kedia shall be guided by the provisions of the Companies Act, 2013, on such emoluments as outlined below.

a) Basic Salary : Rs. 1,65,000/- per month – Rs. 2,50,000/- per month.

The increase in remuneraçon will be made a"er being approved by the Board of Directors within the above mençoned limit on the recommendaçon of Nominaçon and Remuneraçon Commi!ee..

b) Benefits:

• i. Accommoda"on: Fully Furnished Residençal Accommodaçon or House Rent Allowance @ 35% (Thirty Five percent) of the basic salary.

• ii. Other Allowances not exceeding 10 % of the basic salary.

• iii. Medical Reimbursement: Reimbursement of expenses incurred for self and family not exceeding 15% of the basic salary in a year.

• iv. Leave Travel Concession: For self and family once in a year not exceeding 10% of the basic salary in a year.

• v. Club Fees: Fees of Clubs, subject to a maximum of two clubs may be provided but no Life membership fee or Admission fee is to be paid by the Company.

• vi. Encashment of the leave at the end of the tenure of office in accordance with the Company's rules.

• vii. Provision of a Car with driver for use on Company's business. It will not be considered as benefits. He will be however billed by the Company for use of car for private purposes, if any.

• viii. Bonus not exceeding 65% of the basic salary in a year.

• ix. Provident Fund: Company's contribu"on towards Provident Fund as per Rules of the company, but not exceeding 12% of the Salary or such percentage as required under the statute.

• x. NPS: Contribu"on to Na"onal Pension Scheme not exceeding 10% of the Basic Salary or such percentage as required under the statute.

• xi. Company's contribu"ons towards Pension/ Superannua"on Fund such amount as together with the Company's contribu"on to the Provident Fund does not exceed the amount not taxable under the Income Tax Act, 1961.

• xii. Gratuity: Not exceeding one-half month's salary for each completed year of service, subject to a maximum limit as prescribed under Schedule V to the Companies Act, 2013.

Notwithstanding the profits in any financial year, the Company shall pay the remunera"on as men"oned above as the minimum remunera"on.

Details of Mr. Pawan Kumar Kedia are provided in "Annexure III" to the No"ce pursuant to the provisions of (i) the Securi"es and Exchange Board of India (Lis"ng Obliga"ons and Disclosure Requirements) Regula"ons, 2015 and (ii) Secretarial Standard on General Mee"ngs ("SS-2"), issued by the Ins"tute of Company Secretaries of India.

The company has not commi#ed any default in payment of dues to any bank or public financial ins"tu"on or any other secured creditors before the date of appointment of such managerial person(s). The Company has not issued any Non-Conver"ble Debentures.

Save and except, Mr. Pawan Kumar Kedia and his rela"ves, none of the other Directors / Key Managerial Personnel / their rela"ves are, in any way, concerned or interested, financially or otherwise, in the resolu"on.

The Board commends the Ordinary Resolu"on set out at Item No. 4 of the No"ce for approval by the members.

Item no. 5 & 6

The Board of Directors, based on recommenda"on of the Nomina"on and Remunera"on Commi#ee ("NRC") at its mee"ng held on 9th November 2019 appointed Mr. Chaitanya Jalan as an Addi"onal, Whole "me director designated as Director (Execu"ve) of the Company for a period of 5 Year w.e.f 9th November, 2019, subject to approval of the shareholders of the Company.

Mr. Chaitanya Jalan sa"sfies all the other condi"ons set out in Part-I of Schedule V of the Act as also condi"ons set out under subsec"on (3) of Sec"on 196 of the Act for being eligible for his appointment. He is not disqualified from being appointed as Director in terms of Sec"on 164 of the Act.

The appointment and payment of remunera"on to Mr. Chaitanya Jalan shall be guided by the provisions of the Companies Act, 2013, on such emoluments as outlined below.

Emoluments:

a) Basic Salary : Rs. 80,000/- per month - Rs. 3,00,000/- per month.

The increase in remunera"on will be made a$er being approved by the Board of Directors within the above men"oned limit on the recommenda"on of Nomina"on and Remunera"on Commi#ee.

b) Benefits:

• I Accommoda"on: Unfurnished Residen"al Accommoda"on or House Rent Allowance @ 50% (fi$y percent) of the basic salary.

• ii. Medical Reimbursement: Reimbursement of expenses incurred for self and family not exceding 12% of the basic salary in a year. In addi"on hospitaliza"on expenses incurred in India for self and family will be paid on actual basis.

• iii. Leave Travel Concession: For self and family once in a year subject to 11 % of the basic salary in a year.

• iv. Other Allowances: not exceeding 65 % of the Basic salary.

• v. Bonus: not exceeding 20 % of the basic salary.

• vi. NPS: Contribu!on to Na!onal Pension Scheme not exceeding 10% of the basic salary.

• vii. Club Fees: Fees of Clubs in accordance with the rules of the company or as may be agreed to by the Board of Directors or Commi"ee thereof with the Whole Time Director but no Life membership fee or Admission fee is to be paid by the Company. However it will not include corporate membership of the Club(s).

• viii. Car: Provision of Company's Car with driver for use on Company's business. It will not be considered as benefits. He will be however billed by the Company for use of car for private purposes, if any.

• ix. Telephone: Provision for use of telephone, telefax, audio/video conferencing and other communica!on facili!es at residence shall not be included in the computa!on of perquisites and allowances for the purpose of calcula!ng the said ceiling.

• x. Commission: Such percentage of commission (in addi!on to salary, allowances, perquisites and benefits as stated above) calculated with reference to the net profit of the Company for each financial year as may be fixed by the Board of Directors or Commi"ee thereof which together with salary and monetary value of allowances, perquisites and benefits shall not exceed the ceiling laid down Sec. 197 of the Companies Act, 2013.

• xi. Provident Fund: Company's contribu!on towards Provident Fund as per Rules of the Company, but not exceeding 12% of the Salary.

• xii. Gratuity: Not exceeding one-half month's salary for each completed year of service, subject to a maximum limit as prescribed under Schedule V to the Companies Act, 2013.

Notwithstanding the profits in any financial year, the Company shall pay the remunera!on as men!oned above as the minimum remunera!on.

The Company had been making consistent adequate profit for the last two Financial Years as per table below:

Par!culars	Year ended	Year ended
	31st March, 2019	31st March, 2018
	(Amount in Rs. Lakhs)	(Amount in Rs. Lakhs)
Sales and Opera!ng Income (Net)	180,668.73	143,546.89
Profit before Interest, Deprecia!on & Tax (incl. Excep!onal Item)	38,248.84	28,843.36
Profit Before Tax	18,243.81	13,421.12
Profit A$er Tax	11,931.08	9,466.02

As per industry body Society of Indian Automobile Manufacturers (SIAM) the overall Commercial Vehicles segment registered a decline of (-) 21.09 percent in April-December 2019 as compared to the same period last year. Medium & Heavy Commercial Vehicles (M&HCVs) declined by (-) 36.69 percent and Light Commercial Vehicles declined by (-) 11.34 percent in April-December 2019 as compared to same period last year.

The outlook for the domes!c commercial vehicle industry remains depressed due to subdued sales amid slowing economic growth and !ght financing environment. The demand headwinds is expected to con!nue in the near-term with likelihood of limited prebuying ahead of the roll-out of BS-VI emission norms.

There has been a nega!ve impact on commercial vehicle demand on account of revised axle load norms over recent months with the weakness in consump!on-oriented sectors and subdued rural demand sen!ment.

The volume contrac!on had worsened with CV OEMs cu'ng down on their wholesale dispatches to pare down inventory levels at dealerships in light of subdued foo*alls and retail sales.

Thus, on account of the above reasons the Company will not be able to earn sufficient profits in the Financial Year 2019-20 which may become inadequate for the purpose of managerial remunera!on in terms of Sec!on 197 of the Companies Act, 2013.

In view of the above, the payment of the managerial remunera!on to the respec!ve managerial personnel for the period 2019-20 and 2020-21 and 2021-22 may fall within the purview of Sec!on II of Part II of Schedule V of the Companies Act, 2013 (as amended).

Accordingly, the Board of Directors at its Mee!ng held on 12th February 2020 felt it prudent to approach the Members of the Company seeking their approval by way of special resolu!on to the remunera!on payable to Mr. Chaitanya Jalan, w.e.f. 9th November, 2020 and for his remaining tenure in the event of loss or inadequacy of profits during the aforesaid financial years. This approval is also taken as an approval under Regula!on 17(6)(e) of Securi!es and Exchange Board of India (Lis!ng Obliga!ons and Disclosure Requirements) Regula!ons, 2015, as applicable.

The informaon pursuant to Schedule V of the Companies Act, 2013, as amended, is given in Annexure-II forming part of this Noce.

Details of Mr. Chaitanya Jalan is provided in "Annexure III" to the Noce pursuant to the provisions of (i) the Securies and Exchange Board of India (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 and (ii) Secretarial Standard on General Meengs ("SS-2"), issued by the Instute of Company Secretaries of India.

Having regard to the above, the resoluons set out at item Nos. 5 & 6 have been proposed and recommended by the Board of Directors for your approval based on the recommendaons of the Nominaon & Remuneraon Commi!ee.

The company has not commi!ed any default in payment of dues to any bank or public financial instuon or any other secured creditors before the date of appointment of such managerial person(s). The Company has not issued any Non-Converble Debentures.

Except Mr. Mahabir Prasad Jalan, Mr. Naresh Jalan and Mr. Chaitanya Jalan, and their relaves, none of the other Directors and Key Managerial Personnel of the Company and their relaves are concerned or interested, financial or otherwise in above Resoluons.

Registered Office: By order of the Board Ramkrishna Chambers Sd/- 23 Circus Avenue, Kolkata - 700017 Rajesh Mundhra Place: Kolkata Company Secretary Dated: 12th February, 2020 ACS 12991

ANNEXURE-I

Mr. Mahabir Prasad Jalan

Emoluments:

a) Basic Salary: Rs. 10,00,000/- per month - Rs. 23,00,000/- per month.

The increase in remuneraon will be made a$er being approved by the Board of Directors within the above menoned Limit.

Benefits:

• i. Accommoda"on: Unfurnished Residenal Accommodaon or House Rent Allowance @ 50% (fi$y percent) of the basic salary.
• ii. Expense pertaining to electricity, gas, water, furnishings and other ulies for self and family in accordance with the rules of the Company or as may be agreed to by the Board of Directors or Commi!ee with the Whole Time Director subject to a maximum of 10 % of the basic salary.
• iii. Medical Reimbursement: Reimbursement of expenses incurred for self and family subject to 15% of the basic salary in a year. In addion hospitalizaon expenses incurred in India for self and family will be paid on actual basis.
• iv. Leave Travel Concession: For self and family once in a year subject to 20 % of the basic salary in a year.
• v. Club Fees: Fees of Clubs in accordance with the rules of the Company or as may be agreed to by the Board of Directors or Commi!ee thereof with the Whole Time Director but no Life membership fee or Admission fee is to be paid by the Company.
• vi. Provision of Company's Car with driver for use on Company's business. It will not be considered as benefits. He will be however billed by the Company for use of car for private purposes, if any.
• vii. Provision for use of telephone, telefax, audio/video conferencing and other communicaon facilies at residence shall not be included in the computaon of perquisites and allowances for the purpose of calculang the said ceiling.
• viii. Commission: Such percentage of commission (in addion to salary, allowances, perquisites and benefits as stated above) calculated with reference to the net profit of the Company for each Financial Year as may be fixed by the Board of Directors or Commi!ee thereof which together with salary and monetary value of allowances, perquisites and benefits shall not exceed the ceiling laid down under Secon 197 of the Companies Act, 2013.

Mr. Naresh Jalan

Emoluments:

Subject to the overall limits as prescribed in Schedule V of the Companies Act, 2013 ( 5% of the Net Profits in case of one Managerial Personnel and 10 % of Net Profits in case of more than one Managerial Personnel)

a) Basic Salary : Rs. 8,25,000/- per month - Rs. 19,00,000/- per month.

The increase in remunera"on will be made a#er being approved by the Board of Directors within the above men"oned Limit.

b) Benefits:

• i. Accommoda"on: Unfurnished Residen"al Accommoda"on or House Rent Allowance @ 40% (forty percent) of the basic salary.
• ii. Medical Reimbursement: Reimbursement of expenses incurred for self and family subject to a 12% of the basic salary in a year. In addi"on hospitaliza"on expenses incurred in India for self and family will be paid on actual basis.
• iii. Leave Travel Concession: For self and family once in a year subject to 11 % of the basic salary in a year.
• iv. Contribu"on to Na"onal Pension Scheme not exceeding 10% of the basic salary.
• v. Club Fees: Fees of Clubs in accordance with the rules of the company or as may be agreed to by the Board of Directors or Commi$ee thereof with the Whole Time Director but no Life membership fee or Admission fee is to be paid by the Company. However it will not include corporate membership of the Club(s).
• vi. Provision of Company's Car with driver for use on Company's business. It will not be considered as benefits. He will be however billed by the Company for use of car for private purposes, if any.
• vii. Provision for use of telephone, telefax, audio/video conferencing and other communica"on facili"es at residence shall not be included in the computa"on of perquisites and allowances for the purpose of calcula"ng the said ceiling.
• viii. Provision of lease rent not exceeding Rs. 5,00,000 per month.
• ix. Commission: Such percentage of commission (in addi"on to salary, allowances, perquisites and benefits as stated above) calculated with reference to the net profit of the Company for each financial year as may be fixed by the Board of Directors or Commi$ee thereof which together with salary and monetary value of allowances, perquisites and benefits shall not exceed the ceiling laid down under Sec. 197 of the Companies Act, 2013.
• x. Company's contribu"on towards Provident Fund as per Rules of the Company, but not exceeding 12% of the Salary.

Mr. Pawan Kumar Kedia

The appointment and payment of remunera"on to Mr. Pawan Kumar Kedia shall be guided by the provisions of the Companies Act, 2013, on such emoluments as outlined below.

a) Basic Salary : Rs. 1,35,000/- per month - Rs. 1,75,000/- per month.

The increase in remunera"on will be made a#er being approved by the Board of Directors within the above men"oned Limit.

b) Benefits:

• i. Accommoda"on: Fully Furnished Residen"al Accommoda"on or House Rent Allowance @ 35% (Thirty Five percent) of the basic salary.

• ii. Other Allowances not exceeding 10 % of the basic salary.

• iii. Medical Reimbursement: Reimbursement of expenses incurred for self and family not exceeding 15% of the basic salary in a year.

• iv. Leave Travel Concession: For self and family once in a year not exceeding 10% of the basic salary in a year.

• v. Club Fees: Fees of Clubs, subject to a maximum of two clubs may be provided but no Life membership fee or Admission fee is to be paid by the Company.

• vi. Encashment of the leave at the end of the tenure of office in accordance with the company's rules.

• vii. Provision of a Car with driver for use on Company's business. It will not be considered as benefits. He will be however billed by the Company for use of car for private purposes, if any.

• viii. Bonus not exceeding 60% of the basic salary in a year.

• ix. Provident Fund: Company's contribu!on towards Provident Fund as per Rules of the company, but not exceeding 12% of the Salary.

• x. NPS: Contribu!on to Na!onal Pension Scheme not exceeding 10% of the Basic Salary or such percentage as required under the statute.

• xi. Company's contribu!ons towards Pension/ Superannua!on Fund such amount as together with the Company's contribu!on to the Provident Fund does not exceed the amount not taxable under the Income Tax Act, 1961.

• xii. Gratuity: Not exceeding one-half month's salary for each completed year of service, subject to a maximum limit as prescribed under Schedule V to the Companies Act, 2013.

ANNEXURE-II

INFORMATION PURSUANT TO SCHEDULE V OF THE COMPANIES ACT, 2013.

I. GENERAL INFORMATION

(1) Nature of Industry- Manufacturer and Exporter of Forgings

The Company is engaged in the manufacturing of Forgings which has the applica!ons in Railways , Automobiles, Mining, Oil & Gas and Exports.

(2) Date or expected date of commencement of Commercial Produc!on:

Not Applicable

(3) In case of new companies expected date of commencement of ac!vi!es as per project approved by Financial Ins!tu!ons appearing in the prospectus:

Not Applicable

(4) Financial Performance during last three financial periods:

(`n Lakhs) Par!culars 2016-17 2017-18 2018-19 Sales and opera!ng income 87,551.05 1,43,546.89 1,80,668.73 Other Income 252.58 419.36 298.85 Profit before interest, deprecia!on and tax 16,707.04 28,843.36 38,248.84 Profit before Tax 2,486.81 13,421.12 18,243.81 Profit a#er tax 1903.90 9,466.02 11,931.08

(5) Foreign investments or collabora!on, if any:

Following Foreign investments were made in the Company, details of which are follows:

Name of Investor	Type of issue	No. of shares issued	Price per share	Current holding
Interna!onal Financial Corpora!on (IFC)	Preferen!al Issue	21,48,400	128	774,988
Wayzata II Indian Ocean Limited	Preferen!al Issue	37,24,500	132.75	Nil
Amansa Holdings Private Limited	QIP	19,60,700	510	Nil
Franklin India Smaller Companies Fund	QIP	11,76,472	510	13,49,476
Indus India Fund (Sv) Ltd	QIP	1,37,254	510	Nil

II. INFORMATION ABOUT THE APPOINTEE

Par!culars	Mr. Mahabir Prasad Jalan	Mr. Naresh Jalan	Mr. Pawan Kumar Kedia	Mr. Chaitanya Jalan
1. Background details
- Educa!on Qualifica!on	B. Tech (Mechanical) from BITS(Pilani)	MBA	B.Com (Rajasthan University)& Diploma in Taxa!on	B.Com(Hons.) from St.Xavier's College, Kolkata.Pursuing Chartered FinancialAnalyst (CFA) and FinancialRisk Management (FRM).

- Experience	Successfulhas beeninnova!ve companycon!nuousinproducts,technology.dependablebyprovidinghappy organiza!on	TechnocratfromBITS Pilani having more than5 decades of work experiencein Forging Industry. Underhis leadership the companyrecognized as themakingimprovementsystemandUnderhisleadership, the Company hasalso earned a reputa!on ofandpreferredsupplier of forged componentsworldclassproducts at compe!!ve coststhrough a knowledge based	leadership,dis!nguishedindomes!cthegrowth of the OEM .	He possesses more than25 years of experience inForging industry. Under histheCompanyhas been established as asupplierofforged and rolled componentsfor the automo!ve industryandglobalmarkets and created hugevalue for all the stakeholdersof the company. It has earnedreputa!on of beingaccredited as a partner in	Companiesac!vi!es of the company.	He possess experience ofmore than 30 years in varioushandlingthecommercial affairs , Taxa!on,Accounts,Import & Export	Companyand Quality systems.	He is been associated withthe Company since 2016 andhad been ac!vely involvedin the areas of acquisi!on,pricing, CSR ac!vi!es of theCompany. He is currentlya part of the Execu!veManagement team of thelookinga#er,among other things, the Costcontrol, Project management
2. Past Remuneraon forthe Past three years	Year	Amount inLakhs	Year	Amount inLakhs	Year	Amount inLakhs	Year	Amount inLakhs
	2016-17	228.89	2016-17	171.98	2016-17	34.35	2016-17	N.A.
	2017-18	290.25	2017-18	209.98	2017-18	38.82	2017-18	N.A
	2018-19	340.46	2018-19	159.98	2018-19	49.13	2018-19	N.A
3. Recognion or awards		Nil		Nil		Nil		Nil
4. Job profile and his	Job Profile		Job Profile		Job Profile		Job Profile
suitability	•technology.•Iden!fica!onproduc!onandopportuni!es .•ProjectExecu!on.•Makingthroughop!mum•Con!nuousofdevelopmentorganisa!on.•Enhancingvalue.	Con!nuous improvementin products, system andofnewtechnologiesbusinessPlanningandopera!onsofthe Company profitableeffec!veandu!liza!onofCompany's resources.focushumanresourceintheshareholders	•Tomonitor•with its customers.•Enhancingbusinessshareholderscustomers.	FinancialPlanning and Control.To become a dependableand preferred suppliervalueforassociates,and	•Handlingthe Company.•department.•of the company.•of the company.Suitability	en!recommercial opera!on ofHeading the AccountsHandling import exportHandling taxa!on affairs	Execu!veteam.Quality systems.	• He is currently a part of theManagement• looking a#er, among otherthings, the Cost control,Project management and
	In view of the above and also in view of the high esteem in which they are held in the Company the Board considersMr. Mahabir Prasad Jalan, Mr. Naresh Jalan, Mr. Pawan Kumar Kedia and Mr. Chanitanya Jalan suitable for shoulderingresponsibili!es pertaining to various facets governing the opera!ons of the Company.

5. Remuneraon	Rs. 2.76 Cr.	Rs. 1.95 Cr.	0.50 Cr and such annual	Rs. 0.24 Cr and such annual
Proposed	(exclusive of commission notexceeding the ceiling limit asprescribed under sec!on 197of the Companies Act, 2013and such annual incrementsas may be approved by theBoard from !me to !me)	(exclusive of commission notexceeding the ceiling limitas prescribed under sec!on197 of the CompaniesAct, 2013 and such annualincrements as may beapproved by the Board from!me to !me)	incrementasmaybeapproved by the Board from!me to !me	incrementasmaybeapprovedby the Boardfrom !me to !me
6. Comparave		The remunera!on offered is comparable to the peers in the industry who are of same size and of the persons who are
remuneraon Profile	holding similar posi!ons.
with respect to
Industry, Size of the
Company, profile
of the posion and
person.
7. Pecuniary relaonship	Save as what is setout herein,	HehasbeenpaidRs.	Save as what is setout herein,	Save as what is setout herein,
directly or indirectly	Mr. Mahabir Prasad Jalan is	12,00,000towardslease	Mr. Pawan Kumar kedia is	Mr. Chaitanya Jalan is not
with the Company or	not en!tled to remunera!on	rent for the year 2018-19.	not en!tled to remunera!on	en!tledtoremunera!on
relaonship with the	from the Company under	However, the same amount	from the Company under any	from the Company under any
managerial personnel,	any other head. Mr. Mahabir	is included while calcula!ng	other head.	other head,
if any:	Prasad Jalan has been paidRs. 12,00,000 towards lease	his proposed salary as statedabove.	He is not related to any	Mr. Chaitanya Jalan is the
	rent for the year 2018-19.		managerial personnel.	Son of Mr. Naresh Jalan
	However, the same amount	He has also been paid Rs.		(ManagingDirector)and
	is included while calcula!ng	6,00,000 towards rent for the		grandson of Mr. Mahabir
	his proposed salary as stated	year 2018-19. The same isnot included while calcula!ng		Prasad Jalan (Chairman).
	above.	his proposed salary as stated
	Mr. Mahabir Prasad Jalan is	above.
	the father of Mr. Naresh Jalan,
	Managing Director and grand	Mr. Naresh Jalan is the sonof Mr. Mahabir Prasad Jalan,
	father of Mr. Chaitanya Jalan,	Chairman, and father of Mr.
	Director (Execu!ve)	ChaitanyaJalan,Director
		(Execu!ve)

III. OTHER INFORMATION

1. Reasons of Inadequate Profits	As per industry body Society of Indian Automobile Manufacturers (SIAM) theoverall Commercial Vehicles segment registered a decline of (-) 21.09 percentin April-December 2019 as compared to the same period last year. Medium &Heavy Commercial Vehicles (M&HCVs) declined by (-) 36.69 percent and LightCommercial Vehicles declined by (-) 11.34 percent in April-December 2019 ascompared to same period last year.
	There hasbeen a nega!veimpact on commercial vehicle demand onaccount of revised axle load norms over recent months with the weakness inconsump!on-oriented sectors and subdued rural demand sen!ment.
	The volume contrac!on has worsened with CV OEMs cu#ng down on theirwholesale dispatches to pare down inventory levels at dealerships in light ofsubdued foo$alls and retail sales.
	On account of the above factors the sales to theDomes!c CommercialVehicles has declined substan!ally.
	This has resulted in the fall in the total net sales for the nine months ended31st December, 2019 to Rs. 892.16 Cr as compared to Rs. 1363.42 Cr for thecorresponding period of nine months ended 31st December, 2018.
	On account of the fall in sales, due to contrac!on in the domes!c commercialvehicle industry, the capacity u!lisa!on of the facili!es has fallen to 44% forthe nine months ended 31st December,2019 as compared to 78.8 % for thecorresponding period.

	The fall in sales has also resulted in fall in profits. The profit before tax forthe nine months ended 31st December, 2019 was Rs.15.88 Cr. in comparisonto Rs. 94.38 Cr.in the corresponding period of nine months ended 31stDecember, 2018 resul"ng in the fall of 83.17%.The Company has earned adequate profits in the previous two years. However,on account of the above reasons the Company may not earn adequate profitsin the financial year 2019-20.
2. Steps taken or proposed to be taken for	Steps Taken or proposed to be taken for improvement:
improvement	The fall in the sales as encountered by the company was more on accountof macro factors of the Indian economy which are beyond the control ofthe Company. The Company has the requisite facility for produc"on and theproduct approvals are in place to produce. Thus once the demand improveswith the improvement in economic demand the Company is confident thatthe sales of the Company will improve.However, apart from the above macro factors the company has also undertakensteps for improvement:• The company has taken steps cost ra"onalisa"on which help the companyto reduce its opera"onal cost.
	• The Company has developed new products which will help to improve salesduring the implementa"on of the revised emission norms.
	• The Company is in the process of development of the samples to besubmi#ed to the customers.
	• The Company has also taken steps to derisk the Business Model of theCompany and has also implemented modern management ini"a"vesaimed at exercising "ghter controls on cost and overhead expenses.
Expected increase in produc!vity and profits inmeasurable terms	The Company is of the firm belief that once there is a improvement in themacro factors of the economy it will propel demand for the products dealt bythe Company. The Company has also taken steps to improve the produc"vity.The above combined factors will help the help the Company to improve itscapacity u"lisa"on which in turn will improve the Topline and the Bo#om lineof the Company.
	The Cost ra"onalisa"on efforts undertaken by the company will also helpthe company to reduce opera"onal cost of the company and improve itsprofitability matrix.
	The Company has taken appropriate steps to ensure improvement inprofitability in future which is subject to improvement in economic scenarioand market condi"on. The performance of the Company has been affecteddue to various external factors. It would therefore, be inappropriate toquan"fy in measurable terms the likely increase in produc"vity and profits,which will take place as a result of the steps taken by the Company.

ANNEXURE#III

Details pursuant (i) the Securi"es and Exchange Board of India (Lis"ng Obliga"ons and Disclosure Requirements) Regula"ons, 2015; and (ii) Secretarial Standard on General Mee"ngs ("SS-2"), issued by the Ins"tute of Company Secretaries of India.

Name	Mr. Mahabir Prasad Jalan Mr. Naresh Jalan		Pawan Kumar Kedia	Chaitanya Jalan
DIN	00354690	00375462	00375557	07540301
Date of Birth/Age	10-04-1949/ 70 years		04-10-1975/ 44 years 16-09-1957/ 62 years	19-09-1997/ 22 years
Brief Resume/Experience/	Refer Annexure II	Refer Annexure II	Refer Annexure II.	Refer Annexure II.
Exper!se in Specific
Func!onal Area
Qualifica!on	Refer Annexure II	Refer Annexure II	Refer Annexure II	Refer Annexure II
Date of first appointment on	12/11/1981	25/01/1995	15/09/2003	09/11/2019
the Board

Name	Mr. Mahabir Prasad Jalan Mr. Naresh Jalan		Pawan Kumar Kedia	Chaitanya Jalan
Terms and condionsof appointment or reappointment	As per the ExplanatoryStatement men!onedabove	As per theExplanatoryStatementmen!oned above	As per the ExplanatoryStatement men!onedabove	As per theExplanatoryStatementmen!oned above
Remuneraon last drawn	Refer Annexure II	Refer Annexure II	Refer Annexure II	Refer Annexure II
Details of remuneraonsought to be paid.	Refer Annexure I.	Refer Annexure I.	Refer Annexure 1and ExplanatoryStatement to theNo!ce	Refer ExplanatoryStatement to theNo!ce
Directorship in other	Listed –	Listed	Listed	Listed
companies (31st December	Nil	Nil	Nil	Nil
2019)	Unlisted	Unlisted	Unlisted	Unlisted
	Globe Forex & TravelsLimited	Globe Forex &Travels Limited	Globe Forex & TravelsLimited	Eastern Credit CapitalPrivate Limited
	Ramkrishna Rail &Infrastructure PrivateLimited	Ramkrishna Rail &Infrastructure PrivateLimited	Ramkrishna Rail &Infrastructure PrivateLimited	Chaitanya Avia!onPrivate LimitedRiddhi Por#olio
	Cli"op Infrabuild PrivateLimited	Cli"op InfrabuildPrivate Limited	Riddhi Por#olio PrivateLimited	Private Limited
	NortheastInfraproper!es PrivateLimited	NortheastInfraproper!esPrivate Limited
	Dove Airlines PrivateLimited	Dove Airlines PrivateLimited
	Ramkrishna Aeronau!csPrivate Limited	RamkrishnaAeronau!cs PrivateLimited
Chairman/ Member of the	Chairman	Chairman	Nil	Nil
Commi!ee of Directors in	Management and	Nil
the Company	Finance Commi$ee	Member
	Member –	Corporate Social
	Corporate Social	Responsibility
	ResponsibilityCommi$ee	Commi$ee
Chairman / Member ofthe Commi!ee of Board ofDirectors of other PublicCompanies of which heis a director [only AuditCommi!ee and Stakeholders	Nil	Nil	Nil	Nil
Relaonship Commi!ee is
Considered
Shareholding in the CompanyInter-se Relaonship between	4,51,000Mr Mahabir Prasad Jalan	2,85,750Mr. Naresh Jalan	15,779Not related	8675Mr. Chaitanya Jalan
Directors/ KMP	(Chairman) is the fatherof Mr. Naresh Jalan(Managing Director)and Grandfather of Mr.Chaitanya Jalan, Director(Execu!ve)	(Managing Director)is the son of Mr.Mahabir PrasadJalan (Chairman)and father of Mr.Chaitanya Jalan,Director (Execu!ve)		Director (Execu!ve)is the son of Mr.Naresh Jalan,(Managing Director)and Grandson of Mr.Mahabir Prasad Jalan(Chairman)
No. of Board Meengsa!ended during the year(2018-19)	4	4	4	N.A.

RAMKRISHNA FORGINGS LIMITED

CIN: L74210WB1981PLC034281

23, Circus Avenue, Kolkata-700017, Email- neha.gupta@ramkrishnaforgings.com Phone: 033 4082 0900/0999; Fax: +91 033 4082 0998; Website: www.ramkrishnaforgings.com

POSTAL BALLOT FORM

(Please read the instructions printed overleaf carefully before completing this form)

Postal Ballot No.:

• 1 Name and Registered Address of the Sole/ : First named Member
• 2 Name(s) of the Joint Member(s), if any :
• 3 Registered Folio No.*/ DP ID & Client ID (*applicable to investors holding shares in physical form) :
• 4 Number of Equity Shares held :

I/We hereby exercise my/our vote(s) in respect of the Resolu!on(s) to be passed through postal ballot/ e-vo!ng for the business stated in the No!ce dated 12th February, 2020 by sending my/our assent (for) or dissent (against) to the said Resolu!on (please refer the No!ce for full text of resolu!on) by placing a !ck (√) mark at the appropriate box below:

ItemNo.of theno!ce	Brief Descrip!on	No. of EquityShare(s) for whichvote(s) cast	I / We assent(agree) to theResolu!on (FOR)	I / We dissent(disagree) to theResolu!on(AGAINST)
1.	Special Resolu!on for payment of remunera!on to Mr. Mahabir PrasadJalan (DIN: 00354690), Chairman, pursuant to Sec!on 197 read withSec!on II of Part II of Schedule V and all other applicable provisions of theCompanies Act, 2013, as minimum remunera!on.
2.	Special Resolu!on for payment of remunera!on to Mr. Naresh Jalan (DIN:00375462), Managing Director, pursuant to Sec!on 197 read with Sec!on IIof Part II of Schedule V and all other applicable provisions of the CompaniesAct, 2013, as minimum remunera!on.
3.	Special Resolu!on for payment of remunera!on to Mr. Pawan KumarKedia (DIN: 00375557), Director (Finance), pursuant to Sec!on 197 readwith Sec!on II of Part II of Schedule V and all other applicable provisions ofthe Companies Act, 2013, as minimum remunera!on.
4.	Ordinary Resolu!on to reappoint Mr. Pawan Kumar Kedia (DIN: 00375557)as Whole!me Director designated as Director (Finance).
5.	Ordinary Resolu!on for appointment of Mr. Chaitanya Jalan (DIN:07540301), as Director.
6.	Special Resolu!on for appointment and payment of remunera!on to Mr.Chaitanya Jalan (DIN: 07540301) as whole!me Director designated asDirector (Execu!ve), pursuant to Sec!on 197 read with Sec!on II of PartII of Schedule V and all other applicable provisions of the Companies Act,2013, as minimum remunera!on.

Place:

Date: Signature of Shareholder/ authorised Representa!ve

Particluars of E-Voting

EVEN(E-Vo!ng Event Number)	User ID	Password

Note:

Please read the instruc! ons printed overleaf carefully before exercising the vote.

INSTRUCTIONS

• 1. A Member desiring to exercise the vote by Postal Ballot should complete this Postal Ballot Form and send it to the Scrutinizer in the attached self-addressed envelope (bearing the address of the Scrutinizer appointed by the Board of Directors of the Company). Postage will be borne and paid by the Company. However, envelopes containing Postal Ballots, if sent by courier or by registered post/speed post at the expense of the Member will also be accepted.
• 1. This Form should be completed and signed by the Member. In case of joint holding, this Form should be completed and signed (as per the specimen signature registered with the Company or furnished by National Securities Depository Limited / Central Depository Services (India) Limited to the Company, in respect of shares held in the physical form or dematerialised form, respectively) by the first named Member and in his/her absence, by the next named Member.
• 1. In case of shares held by companies, trusts, societies, etc., duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution / Authorisation giving requisite authority to the person voting on the Postal Ballot Form. Where the Form has been signed by a representative of the President of India or of the Governor of a State, a certified copy of the nomination should accompany the Postal Ballot Form.
• 1. There will be only one Postal Ballot Form for every folio irrespective of the number of Joint Members.
• 1. The right of voting by Postal Ballot shall not be exercised by a Proxy.
• 1. Incomplete, unsigned or incorrect Postal Ballot Forms will be rejected.
• 1. Pursuant to Clause 16.5.3(e) of Secretarial Standard on General Meetings (SS-2) issued by the Council of the Institute of Company Secretaries of India and approved by the Central Government, in case a Member abstains from voting on a Resolution i.e., the Member neither assents nor dissents to the Resolution, then his/her/its vote will be treated as an invalid vote with respect to that Resolution.
• 1. Additionally, please note that the Postal Ballot Forms shall be considered invalid if:
• a. The Member's signature does not tally;
• b. Any competent authority has given directions in writing to the Company to freeze the voting rights of the Member;
• c. The Postal Ballot Form is received torn or defaced or mutilated such that it is difficult for the Scrutinizer to identify either, the Member or the number of votes, or as to whether the votes are for 'Assent' or 'Dissent', or if the signature could not be verified or one or more of the above grounds.
• d. The Member has made any amendment to the Resolution or imposed any condition while exercising his/her/its vote.
• 1. A Member need not use all the votes nor needs to cast all the votes in the same way.
• 1. Duly completed Postal Ballot Form should reach the Scrutinizer on or before Wednesday, 1st April, 2020 by 5:00 P.M. Postal Ballot Form received after this date will be treated as if the reply from the Member(s) has not been received.
• 1. A Member may request for a duplicate Postal Ballot Form, if so required or can download the Postal Ballot Form from the Company's Website at the link http://www.ramkrishnaforgings.com and the same duly completed should reach the Scrutinizer not later than the last date for voting specified at Sr. No.10 above. In case of receipt of more than one Postal Ballot Form from a Member, the last received Form would be considered and the earlier received Form(s) would be considered invalid.
• 1. The voting rights shall be reckoned on the paid-up value of Shares registered in the name of the Member(s) on the cut off date i.e. 14th February 2020. Any recipient of the Notice who has no voting rights is requested to treat this Notice for information purposes only.
• 1. Member(s) are requested not to send any other paper alongwith the Postal Ballot Form in the enclosed self-addressed postage prepaid envelope as such envelope will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer.
• 1. The Scrutinizer's decision on the validity of a Postal Ballot Form will be final.
• 1. The Results of the Postal Ballot will be declared on or before 3rd April, 2020 (Friday) as specified in the Notice.
• 1. The Results declared along with the Scrutinizer's Report will be hosted on the website of the Company at the link http://www.ramkrishnaforgings.com and on the website of KFintech at the link https://evoting.karvy.com and shall also be communicated to BSE Limited and the National Stock Exchange of India Limited.