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Bimetal Bearings Ltd.

BSE: 505681 Sector: Engineering
NSE: BIMETAL ISIN Code: INE469A01019
BSE LIVE 15:40 | 09 Dec 391.55 6.35
(1.65%)
OPEN

394.00

HIGH

404.95

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NSE LIVE 00:00 | 29 Jan Stock Is Not Traded.
OPEN 394.00
PREVIOUS CLOSE 385.20
VOLUME 672
52-Week high 450.00
52-Week low 258.00
P/E 27.12
Mkt Cap.(Rs cr) 149.96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 394.00
CLOSE 385.20
VOLUME 672
52-Week high 450.00
52-Week low 258.00
P/E 27.12
Mkt Cap.(Rs cr) 149.96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bimetal Bearings Ltd. (BIMETAL) - Director Report

Company director report

Your Directors have pleasure in presenting the Fifty Fifth Annual Report covering theoperations for the year ended 31st March 2016 together with the accounts and AuditorsReport thereon.

FINANCIAL RESULTS: Year Ended 31-03-2016 Year ended 31-03-2015
(Rs in Lacs) (Rs in Lacs)
Net Revenue 14748.01 16293.67
Profit before Interest Depreciation and Taxation 1137.17 1196.10
Less : Interest 19.69 31.40
Depreciation 395.48 424.64
Profit before Tax 722.00 740.06
Less: Taxation [including Deferred Tax] 205.99 181.75
Profit after Tax 516.01 558.31
Add : Balance brought forward from previous year 200.03 209.75
Less : Adjustment towards depreciation on assets whose life is already over 22.75
Profit available for appropriation 716.04 745.31
Less : Transfer to :
Proposed Dividend 286.88 286.88
Dividend Tax 58.40 58.40
General Reserve 150.00 200.00
Balance Carried to Balance Sheet 220.76 200.03

Operations :

The reduced demand in the Heavy and Medium Commercial Vehicles followed by lesseroff-take of Tractor segment affected the Revenue for the year.

The reduction in the Intermediate and End Products in the export segment had alsoimpacted the Turnover.

The focus on cost reduction measures undertaken with further rationalization of Productand production facilities is planned to benefit the performance and results for thecurrent year.

The current year has started off well with improved off-take and it is expected to besustained during the year.

Dividend :

Your Directors recommend a dividend of Rs 7.50 per share (previous year: Rs 7.50 pershare) on the paid up capital for the financial year ended 31st March 2016. The payment ofdividend is subject to the approval of shareholders at the ensuing Annual General Meeting.

Compliance under the Companies Act 2013 :

Pursuant to Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 your Company complied with the compliance requirements and the details of thecompliances under the Companies Act 2013 are enumerated below:

Consolidated Financial Statements :

The consolidated financial statements of your Company for the financial year 2015-2016are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules issued there under applicable accounting standards and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The consolidatedfinancial statements of your Company take into account the financial statement prepared bythe respective management of M/s. BBL Daido Private Limited a Joint Venture Company andM/s. IPL Green Power Limited an Associate Company.

Subsidiaries Associates and Joint Ventures:

The company had invested upto 24.19% in the capital of M/s. IPL Green Power Limitedduring the financial year 2014-2015 making it as an Associate Company as per theprovisions of Section 2(6) of the Companies Act 2013. The Company is yet to commence itscommercial production.

M/s. BBL Daido Private Limited a joint-venture company with M/s.Daido Metal CompanyJapan has achieved a turn-over of Rs 45.21 Crores and incurred a loss of Rs 4.19 Croresand Rs 2.75 Crores before and after taxes respectively for the year 2015-2016 as against aturnover of Rs 48.01 Crores and a profit before and after tax of Rs 4.52 Crores and Rs2.86 crores respectively for the previous year 2014-2015.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Company s Associates/joint ventures (in Form AOC-1) is attached to thefinancial statements.

Deposits:

The company did not accept any deposits within the meaning of provisions of Chapter VAcceptance of Deposits by Companies of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 and its subsequent amendments.

Directors and Key Managerial Personnel:

All the Independent Directors of the Company have declared that they meet the criteriaof Independence in terms of Section 149(6) of the Companies Act 2013 and the applicableprovisions of the SEBI (LODR) Regulations 2015 and there is no change in their status ofIndependence.

Further Mr.N.Venkataramani Director is retiring at the ensuing Annual General Meetingand being eligible offers himself for re-appointment.

The directors of the Company at their meeting held on 31st October 2015 subject to theapproval of the shareholders based on the recommendations of the Nomination andRemuneration Committee re-appointed Mr. S. Narayanan as a Whole-time Director for afurther period of 3 years from 1st November 2015 and the necessary resolution is placedfor the approval of the shareholders at the ensuing Annual General Meeting.

Auditors:

M/s.Price Waterhouse Chartered Accountants LLP the retiring Auditors are eligible forre-appointment. The Audit Committee had recommended to the Board for their re-appointment.The necessary resolutions are placed before the members for their consideration andapproval.

Cost Auditor:

The Board had appointed M/s.S.Mahadevan & Co. (Regn. No: 000007) as Cost Auditorsfor the financial year 2016-2017 to carry out the cost audit of the products manufacturedby the Company. The remuneration payable to the cost auditors for the year 2016 2017 isbeing placed for the approval of the shareholders. The Cost Audit report for the financialyear 2014-15 was filed in the MCA Website on 19th October 2015.

Internal Auditors:

M/s.Fraser & Ross Chartered Accountants Coimbatore are the Internal Auditors ofthe Company.

Secretarial Audit:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s. KSR & Co. Company Secretaries LLP to conduct theSecretarial Audit of the Company for the financial year ended 31st March 2016. TheSecretarial Audit Report is attached as Annexure-G to this Report.

Policies:

In accordance with the requirements of the Companies Act 2013 the Listing Agreementand SEBI (LODR) Regulations 2015 the Board of Directors of the Company has framed thefollowing policies :

• Remuneration Policy.

• Policy on Related Party Transactions.

• Risk Management Policy.

• Corporate Social Responsibility Policy.

• Vigil Mechanism Policy.

• Familiarisation Programme for Independent Directors.

• Criteria for performance evaluation of Board.

• Code of practices and procedures for fair disclosure of unpublished pricesensitive information.

• Code of conduct to regulate monitor and report trading by insiders.

• Archival policy .

• Policy for preservation of documents

• Policy for determination of materiality of events.

The above policies where mandated are up-loaded on the Company s website under theweb-link http://www.bimite.co.in/policies.

There were no material changes in the commitments affecting the financial position ofthe Company between the end of the financial year (31st March 2016) and the date of thisreport (26th May 2016).

There were no significant and material orders passed by Regulators or Courts orTribunals which would impact the going concern status of the Company.

Particulars of Employees and related disclosures:

The disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1)(2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theAnnexure 1 forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with and its relevant proviso ofthe Companies Act 2013 the Annual Report excluding the aforesaid information is beingsent to the members of the Company. The said information is available for inspection atthe Registered Office of the Company during working hours and any member is interested inobtaining such information may write to the Company Secretary and the same will befurnished free of cost.

Board Meetings held during the year:

During the year ended 31st March 2016 5 meetings of the Board of Directors were held.The details of the meetings are furnished in the Corporate Governance Report which isattached as Annexure-B to this Report.

Extract of Annual Return:

An extract of Annual Return in Form MGT-9 as on 31st March 2016 is attached asAnnexure-F to this Report.

Particulars of loans guarantees or investments under Section 186 of the Companies Act2013:

The details of loans / investments made by the Company are given in the financialstatements.

Related Party Transactions:

All transactions entered by the Company with Related Parties were in the ordinarycourse of business and at arm s length pricing basis. The Audit Committee granted omnibusapproval for the transactions (which are repetitive in nature) and the same was reviewedby the Audit Committee and the Board of Directors. There were no materially significanttransactions with Related Parties during the financial year 2015-2016 which were inconflict with the interest of the Company. The details of the transactions with relatedparties are given in the financial statements in Note No.41 of the financial statements.

Risk Management:

The Company has constituted a Risk Management Committee. The Committee takes care ofthe external and internal risk associated with the Company. The Board of Directorsoversees the Risk Management process including risk identification impact assessmenteffective implementation of the mitigation plans and risk reporting.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 Independent Directors at their meeting held on 20th February 2016 considered /evaluated the Board s performance performance of the Chairman and other non-independentDirectors. The Board have undergone formal review which comprised Board effectiveness andallied subjects. The Board also reviewed the workings of the various committees andsub-committees without participation of the concerned Directors / members.

Internal Financial Control Systems and their Adequacy:

Details of the same are provided in the Management Discussion and Analysis Reportattached as Annexure-D to this Report.

Research and Development Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo:

Your Company continues to focus on Research and Development activities with specificreference to fuel efficiency vehicle performance and enhancement of safety etc

The particulars prescribed under Section 134 of the Companies Act 2013 read with Rule8 (3) of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo are furnished in Annexure-A tothis Report

Corporate Governance:

Your Company is fully compliant with the Corporate Governance guidelines as laid outin SEBI (LODR) Regulations 2015. The details of the Code of Conduct are furnished in theCorporate Governance Report attached as Annexure-B to this Report.

The Secretarial Auditors of the Company have examined the requirements of CorporateGovernance with reference to the provisions of SEBI (LODR) Regulations 2015 and havecertified the compliance as required under SEBI (LODR) Regulations 2015. The Certificatein this regard is attached as Annexure-G to this Report.

Internal Complaints Committee:

The Company has put in place a policy for prevention prohibition and redressal againstsexual harassment of women at the work place to protect women employees and enable them toreport sexual harassment at the work place. An Internal Complaints Committee headed by awoman employee has also been constituted for this purpose. No complaints were receivedfrom any employee during the year ended 31st March 2016.

Corporate Social Responsibility (CSR) initiatives:

Pursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 and its subsequent amendments your Companyframed a Policy on Corporate Social Responsibility and the required amount of Rs 13.50lacs was spent towards Corporate Social Responsibility obligations and the details ofwhich are provided in the Annexure-E to this Report.

Vigil Mechanism:

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and SEBI (LODR) Regulations 2015 theBoard of Directors had approved the Policy on Vigil Mechanism which inter-alia provides adirect access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director / employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

Directors Responsibility Statement:

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with 134(5) of the Companies Act 2013 in thepreparation of financial statements for the year ended 31st March 2016 and state that:

(a) in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures.

(b) the directors had selected such accounting policies and applied them consistentlyand judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theProfit of the Company for that period.

(c) the directors had taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

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

(e) the directors had laid down proper internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are operating effectively.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Pursuant to the provisions of Section 125(2) of the Companies Act 2013 the Companyhas transferred the unclaimed dividend amounts referable to the year ended 31st March 2008to the credit of the Investor Education and Protection Fund during the year under reviewwell before their respective due dates.

Acknowledgement:

The Directors wish to express their appreciation for the continued co-operation of theCentral and State Governments Bankers customers dealers suppliers share-holders andalso the valuable support received from M/s.Daido Metal Company Japan. The Directors alsowish to thank all the employees for their contribution support and continued co-operationthroughout the year.

For and on behalf of the Board
Chennai A. Krishnamoorthy
26th May 2016 Managing Director

ANNEXURE A TO THE DIRECTORS REPORT :

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

(I) Steps taken for conservation of energy

Energy audits are conducted at all the manufacturing units at regular intervals andfindings of the audit are implemented. Apart from regular practices and measures forenergy conservation many new initiatives were driven across the units. The measures takenat all company s manufacturing units which are briefly enumerated as below:

(1) Alignment of shift timings to overcome the HT shut down period between 6.00 p.m. /10.00 p.m

(2) Resizing of pneumatic lines to reduce compressed air use at all locations andeliminating compressors for air generation and removal of unwanted air lines.

(3) Energy efficient motors for utilities and replacement of capacitor panels to meetthe current specifications and requirements.

(4) Reduction in the size of generators which handles uninterrupted operations likeelectro plants.

(5) Re-circulating cooling systems have eliminated pumps used in the cooling waterlines as well as consumption of water.

(6) Drying system up-gradation to reduce power consumption in the entire process

(7) Gas fired furnace for improved casting facility decreasing melting time.

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

All the manufacturing units will continue to put in effort to reduce specific energyconsumption. Some major initiatives include:

(1) Replacement of conventional light fittings with LED fittings across themanufacturing units

(2) Share and implement best practices across all plants

(3) Make guidelines for purchase of energy efficient equipment like chillers aircompressors motors air conditioners cooling towers pumps transformers etc.

(4) Sharing of latest updates in field of energy conservation.

(III) The capital investment on energy conservation equipment.

The Company has invested in a project a sum of Rs 75.00 Lakhs during the previous yearfor generation of green power.

(A) Technology Absorption:

(1) The efforts made by the company towards technology absorption.

On Research and Development the company is carrying out the following activities tofulfill short term and long term business goals of the company.

• Development of high strength Lead free Aluminum or Bronze alloys for Enginebearing application

• Development of high strength Bronze application for bushing (Lead free)

• Development of lead free electroplating to replace and comply with the norms inthe reduction or elimination of lead.

(2) The benefits derived like product improvement cost reduction product developmentor Import substitution.

• Improved production methods to achieve higher yield and lower wastage

• Offer of products made from local raw material for new applications.

• Higher presence in new applications and possibility to commence global supply.

(3) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) : Not applicable

(4) The expenditure incurred on Research and Development

Particulars

2015-2016

2014-2015

Capital

1.53 lacs

19.34 lacs

Revenue

109.57 lacs

73.05 lacs
Total 111.10 lacs 92.39 lacs

(B) Foreign Exchange Earnings and outgo:

Foreign exchange earned in terms of actual inflows during the year 2015-2016 was Rs2923.06 lacs (equivalent value of various currencies). Foreign exchange outgo in terms ofactual outflows during the year 2015-2016 was Rs 3824.99 lacs (equivalent value ofvarious currencies).

ANNEXURE - B TO DIRECTORS REPORT REPORT ON CORPORATE GOVERNANCE :

01) Company s Philosophy on code of governance :

Corporate Governance continues to be a strong focus area for the Company. Ourphilosophy on Corporate Governance emanates from resolute commitment to protectstakeholder rights and interests proactively manage risks and create long-term wealth andvalue. It permeates in all aspects of working - workplace management marketplaceresponsibility community engagement and business decision.

02) Board of Directors :

(a) The Board consisted of the following Directors as on 31st March 2016:

Executive Directors:

Mr. A. Krishnamoorthy Managing Director (DIN 00001778)

Mr. S. Narayanan Whole-time Director (DIN 03564659)

Non-Executive Directors:

Mr. N. Venkataramani (DIN 00001639)

Mr. N. P. Mani (DIN 00675741)

Independent Directors:

Mr.P.M. Venkatasubramanian (DIN 00124505)

Mr. Krishna Srinivasan (DIN 02629544)

Mr. R. Vijayaraghavan (DIN 00026763)

Dr. Sandhya Shekhar (DIN 06986369)

(b) The Board met 5 (Five) times during the year i.e. on May 30 2015 August 122015 October 31 2015 November 06 2015 and February 09 2016. Further a separatemeeting of Independent Directors without the presence of the Non-Independent Directors andthe executives of the Company was held on 20th February 2016.

(c) The attendance by the Directors at Board Meetings and last Annual General Meeting:

Name of the Director Board Meeting Annual General Meeting
Mr. A. Krishnamoorthy 5 Attended
Mr. N. Venkataramani 3 Attended
Mr. P.M. Venkatasubramanian 5 Attended
Mr. Krishna Srinivasan 5 Attended
Mr. R. Vijayaraghavan 4 Attended
Dr. Sandhya Shekhar 4 Attended
Mr. N.P. Mani 5 Attended
Mr. S. Narayanan 5 Attended

The time gap between two Board Meetings did not exceed 120 days. The last AnnualGeneral Meeting was held on 27th July 2015.

(d) Directors membership as on 31st March 2016 in the Board or Committees thereof(excluding foreign companies):

Name of the Director Share/Convertible Instruments held Other Boards Other Board Committees
Mr. A. Krishnamoorthy 50 Shares 13 10 (of which 6 as chairman)
Mr. N. Venkataramani 150 Shares 12 3 (of which 2 as chairman)
Mr. P. M. Venkatasubramanian Nil 6 13 (of which 8 as chairman)
Mr. Krishna Srinivasan Nil 1 1 (as chairman)
Mr. R. Vijayaraghavan Nil 8 10 (of which 5 as chairman)
Dr. Sandhya Shekhar Nil 1 None
Mr. N. P. Mani Nil 5 9 (of which 1 as chairman)
Mr. S. Narayanan 400 Shares 2 1

None of the Independent Directors of the company serve as Independent Directors in morethan 7 listed companies and none of the Independent Director is serving as a Whole-timeDirector in a listed company. Further the committee memberships and Chairmanships arewithin the limits specified under the applicable laws.

Mr.A.Krishnamoorthy Managing Director and Mr. N. Venkataramani Director are relatedto each other.

None of the directors hold any convertible instruments. The details of thefamiliarization programmes imparted to Independent Directors are made available atwww.bimite.co.in/information to share-holders/disclosure under Clause 46 of SEBI (LODR)2015.

03) Audit Committee:

The powers role and terms of reference of the Audit Committee covers the areas ascontemplated under Clause 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Section 177 of the Companies Act 2013 as applicable. During theyear ended 31st March 2016 the Audit Committee met 5 times i.e. on May 30 2015 August12 2015 October 31 2015 November 06 2015 and February 09 2016 under the Chairmanshipof Mr.P. M. Venkatasubramanian. The maximum gap between any two meetings was less thanfour months. Mr. K. Vidhya Shankar Company Secretary is the Secretary of the AuditCommittee. Apart from the members of the Audit Committee the Managing Director theWhole-time Director the Chief Financial Officer representatives of the statutory andinternal audit firms are permanent invitees to the meeting. The composition of thecommittee and the attendance of its members are given below:

Name of the Director No. of Committee Meetings attended
Mr.P.M.Venkatasubramanian 5
Mr.N.Venkataramani 3
Mr.Krishna Srinivasan 5
Mr.R.Vijayaraghavan 4

04) Nomination & Remuneration Committee:

The powers role and terms of reference of the Nomination and Remuneration Committeecovers the areas as contemplated under Clause 19 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and also Section 178 of the Companies Act 2013apart from any references made to it by the Board of Directors. During the year ended 31stMarch 2016 the Committee met 2 times i.e. on 30th May 2015 and on 31st October 2015 underthe Chairmanship of Mr. P. M. Venkatasubramanian. The performance evaluation forIndependent Directors are detailed in the Board s report. The composition of the committeeand the attendance of its members are given below:

Name of the Director No. of Committee Meetings attended
Mr. P. M. Venkatasubramanian 2
Mr. Krishna Srinivasan 2
Mr. R. Vijayaraghavan 2

The details of the remuneration paid / payable to Executive and Non-Executive Directorsfor the year ended 31-03-2016 are given below:

Name of the Director No. of shares held Amount
(Rs)
Mr. A.Krishnamoorthy Managing Director : 50
Fixed Component
Salary 4200000/-
Contribution to Provident & Other Funds / Other Benefits 1981620/-
Variable Component Performance based Commission Nil
Sub Total 50 6181620/-
The Company had entered into a service agreement with Mr. A. Krishnamoorthy Managing
Director for a period of 3 years effective 01-04-2015 terminable by either party by giving three calendar months notice in writing. No severance fee is payable upon termination.
Mr.S.Narayanan Whole-time Director : 400
Fixed Component
Salary 2105000/-
Contribution to Provident & Other Funds / Other Benefits 2949031/-
Variable Component Performance Bonus. 600000/-
Sub Total 400 5654031/-

The Company had entered into a service agreement with Mr. S. Narayanan Whole-timeDirector for a period of 3 years effective 1st November 2015 terminable by either party bygiving three calendar months notice in writing. No severance fee is payable upontermination.

Remuneration paid to Non-Executive Directors** : Sitting Fees (Rs) Commission
Mr. N. Venkataramani 70000/- 150 150000/-
Mr. P. M. Venkatasubramanian 130000/- 150000/-
Mr. Krishna Srinivasan 150000/- 150000/-
Mr. R. Vijayaraghavan 110000/- 150000/-
Dr. Sandhya Shekhar 50000/- 65000/-
Mr. N. P. Mani 80000/- 150000/-
Sub-Total 590000/- 150 815000/-
Grand Total (a+b+c) 600 12650651/-

The basis of payment of sitting fees to Non-Executive Directors would depend on thenumber of meetings attended. There has been no material pecuniary relationship other thanas shown above between the Company and the Non-Executive Directors during the year. TheCompany has not introduced stock option scheme.

** Inclusive of Service Tax and Tax deducted at source.

05) Stake-holders Relationship cum Investors Grievance Committee:

The Stake-holders Relationship cum Investors Grievance Committee of the Company isfunctioning under the chairmanship of Mr. N. Venkataramani Director alongwith Mr. A.Krishnamoorthy Managing Director Mr. N. P. Mani Director and Mr. S. NarayananWhole-time Director as members of this Committee. The Company Secretary is the ComplianceOfficer of the Company in matters relating to shareholders Stock Exchanges SEBI andother related regulatory matters. The committee met 2 times during the year i.e. on 30thMay 2015 and 9th February 2016. During the year 19 complaints /request letters werereceived from shareholders all of which were satisfactorily disposed off. No Complaintwas pending on 31st March 2016. As on that date there were no pending share transfers too.

06) General Body Meetings:

(a) Details of location and time where the last three Annual General Meetings were held:

Year Location Date and Time
52nd AGM 2013 New Woodlands Hotel Chennai July 19 2013 10.15 a.m.
53rd AGM 2014 New Woodlands Hotel Chennai July 23 2014 10.15 a.m.
54th AGM 2015 New Woodlands Hotel Chennai July 27 2015 10.15 a.m.

(b) At the Annual General Meeting held on 19th July 2013 (52nd AGM) specialresolutions were passed for the appointment and payment of remuneration to Mr. S.Narayanan Whole-time Director for a term of 3 years with effect from 1st November 2012.

(c) At the Annual General Meetings held on 23rd July 2014 (53rd AGM) specialresolutions were passed for the appointment of Independent Directors of the company andfor altering the terms of appointment of Mr. S. Narayanan Whole-time Director.

(d) On 22nd May 2015 (thro Postal Ballot) special resolutions were passed for theremuneration to Mr. A. Krishnamoorthy Managing Director for the year ended 31st March2015 and re-appointment of Mr. A. Krishnamoorthy as a Managing Director for a term of 3years with effect from 1st April 2015.

(e) The procedure for postal ballot details of the conduct of the postal ballotdetails of voting pattern were submitted to M/s. BSE Limited and are available in thecompany s website.

07) Means of Communication:

(a) Quarterly results are normally published in The Economic Times (English) andDinamalar (Tamil). They are also available in the company s website www.bimite.co.in

(b) The Company does not display official news releases and no presentation was made toinstitutional investors or analysts during the during the previous financial year.

(c) The Management Discussion and Analysis Report is a part of the Annual Report.

08) GENERAL SHAREHOLDER INFORMATION:

(a) Financial Calendar: Financial Year : 1st April to 31st March

Annual General Meeting Date: 22nd July 2016
Time: 10.15 a.m.
Venue: New Woodlands Hotel
Mylapore Chennai 600 004.
Unaudited results for the Quarter ending June 30 2016 On or before 14th August 2016
Unaudited results for the Quarter / Half Year ending September 30 2016 On or before 14th November 2016
Unaudited results for the Quarter ending December 31 2016 On or before 14th February 2017
Audited Results for the year ending March 31 2017 During the month of May 2017

(b) Others:

Date of Book Closure From 19th July 2016 to 22nd July 2016
Dividend Payment date Around 10th August 2016
Listing on Stock Exchanges BSE Limited (The Bombay Stock Exchange Limited Mumbai)
Stock code 505681

(c) Market price data of the Company s shares in BSE Limited and comparison ofperformance in comparison to broad-based indices :

M/s. BSE Indices Bimetal Share Price (BSE)
Month & Year High Low High (Rs) Low (Rs)
April 2015 29094.61 26897.54 350.00 300.00
May 2015 28071.16 26423.99 340.00 280.10
June 2015 27968.75 26307.07 389.80 311.10
July 2015 28578.33 27416.39 414.80 349.50
August 2015 28417.59 25298.42 409.00 290.00
September 2015 26471.82 24833.54 350.00 301.00
October 2015 27618.14 26168.71 361.50 328.00
November 2015 26824.30 25451.42 342.00 311.20
December 2015 26256.42 24867.73 373.00 321.10
January 2016 26197.27 23839.76 396.80 306.00
February 2016 25002.32 22494.61 357.50 258.00
March 2016 25479.62 23133.18 347.50 290.00

(d) Registrars and Share Transfer Agents :

M/s.GNSA Infotech Limited Chennai are the company s common Registrars and ShareTransfer Agents for handling the share transfer work (for shares held in physical anddemat form). Their contact address is given below:

GNSA Infotech Limited Ph.: (044) 4296 2025
Nelson Chambers F - Block E-Mail: sta@gnsaindia.com
STA Department 4th Floor Contact Person : Mr.N.Krishnakumar Director
No.115 Nelson Manickam Road
Aminthakarai Chennai 600 029.

(e) Share Transfer System :

The Share Transfer Committee has directors and officers and representatives of theShare Transfer Agent. In order to ensure speedy attention a Sub-Committee has been formedto attend to transfers and investors related subject. The Sub-Committee meets once inevery 15 working days. Shares of the Company are also processed in the demat form.Secretarial Auditors verify the transactions placed before the Sub-Committee. The Companys shares have not been suspended till date in any of the Stock Exchanges wherein they werelisted since they were admitted for trading.

(f) Distribution of Shareholding :

Category As on 31-03-2016 As on 31-03-2015
Shares Held % on Capital Shares Held % on Capital
Bodies Corporate in the same management 2863926 74.87 2863926 74.87
Directors 600 0.02 600 0.02
Public Financial Institutions 209 0.01 209 0.01
Non-Residents 12881 0.33 7256 0.19
Other Bodies Corporate 45490 1.19 48876 1.27
Other resident Public shareholders 901894 23.58 904133 23.64
Total 3825000 100.00 3825000 100.00

As on 31st March 2016:

Number of Shares No. of Shareholders Percentage Total number of shares Percentage
Upto 1000 7233 98.66 603950 15.78
1001 2000 54 0.74 78699 2.06
2001 3000 20 0.27 48426 1.27
3001 4000 4 0.06 14164 0.37
4001 5000 6 0.08 27708 0.72
5001 10000 5 0.07 43046 1.13
Above 10000 9 0.12 3009007 78.67
Total 7331 100.00 3825000 100.00

(g) Dematerialisation of shares and liquidity:

The Company s shares are already available in the dematerialised form and the ISINNumber allotted to the company is INE469A01019. At present the Company s shares are to betraded compulsorily in the Demat form only. As on 31st March 2016 out of the total numberof 3825000 shares 3571084 (93.36%) are in dematerialized form.

(h) The company does not have any outstanding GDRs / ADRs / Warrants or any otherconvertible instruments.

(i) Plant locations :
Strip Mill / Powder Plants

:

Huzur Gardens Sembium Chennai - 600 011

Bearing Plants : 371 Marudhamalai Road Coimbatore - 641 041
Hosur-Krishnagiri Road Hosur East - 635 125
Bushing Plant : 5/186 Old Mahabalipuram Road Oggiyam
Thoraipakkam Chennai - 600 096.
(j) Address for Correspondence :
Mr. K. Vidhya Shankar
Company Secretary
Bimetal Bearings Limited (Administrative Office)
No.18 Race Course Road
Coimbatore - 641 018
Tel. Nos. : (0422) 222 1159
Mobile : 91-97902 46890
E - Mail : vidhyashankar@bimite.co.in

Other Disclosures :

There are no materially significant related party transactions that may have potentialconflict with the interests of the Company.

There are no instances of non-compliances by the Company. During the year no penaltystrictures etc. were imposed on the Company by M/s. BSE Limited SEBI or any StatutoryAuthority relating to the capital markets for the last three years.

The Company has a working vigil mechanism and whistle blower policy. No personnel hasbeen denied access to the audit committee.

The Company has complied with all the mandatory requirements and non-mandatoryrequirements have been adopted to the extent found feasible.

The Company does not have subsidiaries.

The company s policies on Remuneration related party transactions risk managementvigil mechanism corporate social responsibility familiarisation programme forIndependent Directors Criteria for performance evaluation of Board Code of practices andprocedures for fair disclosure of unpublished price sensitive information Code of conductto regulate monitor and report trading by insiders Archival policy Policy forpreservation of documents and Policy for determination of materiality of events and Codeof conduct for Directors and Senior Management have been hosted in the Company s websiteunder the heading Information to share-holders .

As per regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board Members and the Senior Management Personnel have affirmed tothe compliance with the Code of Conduct of Board of Directors and Senior Management forthe year ended March 31 2016.

The CEO and the CFO of the Company have certified to the Board with regard to thecompliance in terms of Regulation 17(8) of SEBI (LODR) Regulations 2015.

The Company s products and the export / import activities are subject to price risk andforeign exchange risks respectively. The company s operating management takes adequatecare / preventive steps to overcome these risks.

Details of the shares available in the unclaimed suspense account :

Aggregate No. of shareholders and the outstanding in the account as on 1st April 2015 : 46 folios 2111 shares
Number of shareholders who approached for transfer of shares from suspense account 2015-2016 : Nil Nil
Number of shareholders to whom shares were transferred from suspense account during 2015-2016 : Nil Nil
Aggregate number of shareholders and the outstanding shares in the account & lying as on 31-03-2016 : 46 folios 2111 shares

The voting rights on these 2111 shares shall remain frozen till the rightful owner ofsuch shares claims these shares from the Company.

Declaration regarding compliance by Board Members and Senior Management Personnel withthe Company s Code of Conduct :

As required under regulation 34(3) read with part D of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 I hereby confirm that themembers of Board of Directors and Senior Management Personnel of Bimetal Bearings Limitedhave affirmed compliance with the Code of Conduct of the Company in respect of the yearended 31st March 2016.

Place : Chennai A.Krishnamoorthy
Date : 26th May 2016 Managing Director

#CGStart#

Certificate On Corporate Governance

ANNEXURE - C TO THE DIRECTORS REPORT :

The Share holders Bimetal Bearings Limited Huzur Gardens Sembium Chennai 600 011.

We have examined all the relevant records for certifying the compliance of conditionsof Corporate Governance by Bimetal Bearings Limited (the Company)(CIN.L29130TN1961PLC004466) for the year ended 31st March 2016 as stipulated in Clause49 of the Listing Agreement entered into by the said Company and subsequently asstipulated in Schedule V of Regulation 34 (3) of Securities Exchange and Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 entered into by thesaid Company with Bombay Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to implementation of the conditions thereof andadopted by the Company for ensuring the compliance of the conditions of the CorporateGovernance as stipulated under the Listing Agreement and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. It is neither an audit nor an expression ofopinion on the financial statements of the Company.

In our opinion and on the basis of our examination of the records producedexplanations and information furnished we certify that the Company has complied with (a)all the mandatory conditions of the Clause 49 of the Listing Agreement upto 30th November2015.

(b) all the mandatory regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 [wherever applicable after it has come into effect 1stDecember 2015].

(c) the following non-mandatory requirements of the Clause 49 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015: (i) The Company has moved to aregime of financial statements with unmodified audit opinion.

(ii) The internal auditors directly reporting to the Audit Committee

This certificate is neither an assurance as to the future viability of the Company norof the efficacy or effectiveness with which the management has conducted the affairs ofthe Company.

For KSR & CO COMPANY SECRETARIES LLP
C V MADHUSUDHANAN
Coimbatore Partner
26th May 2016 FCS: 5367 CP: 4408

#CGEnd#

#MDStart#

Management Discussion And Analysis

ANNEXURE - D TO THE DIRECTORS REPORT :

MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure and Development:

The Auto Ancillary segment has established itself with global level of technology andcapabilities. The demand for products will continue to grow with enhanced volumes of thevehicle industry and our Company can look towards its growth. Quality delivery andcompetitive pricing are to conform to International Standard.

Opportunities and Threats:

The increase in new generation of vehicles which have to conform to stringent emissionnorms call for manufacture of Bearings with matching characteristics. Your Company ispositioned to meet the opportunities.

Outlook:

The increase in the demand for the Company s products supported by appropriate economicfactors in the market segments like Heavy Vehicles Tractors Powders and Strips areexpected to offer good opportunities for the Company.

Internal Financial Control System:

The internal financial controls followed by the Company are considered adequate andoperating effectively. The internal audit of the Company is entrusted to M/s. Fraser &Ross Chartered Accountants.

Financial Performance:

The prudent Management of working capital treasury operations backed by plannedcapital expenditure is expected to support better performance in the current year.

Human Resources and Industrial Relations:

During the year under review the industrial relations in the Company were cordial. Theaverage number of employees of the Company was 423 during the year.

ANNEXURE - E TO THE DIRECTORS REPORT :

Annual Report on Corporate Social Responsibilities (CSR) Activities

1 A brief outline of the company s CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs The company has framed the CSR policy which among other things covers education health poverty alleviation and rural development (Website : www.bimite.co.in / policies)
2 Composition of CSR Committee. Mr.N.Venkataramani Director and Chairman of the Committee
Mr.S.Narayanan Whole-time Director and Member of the Committee
Mr.Krishna Srinivasan Independent Director and member of the
Committee
3 Average Net profit of the Company for last three financial years: Rs 663.77 lacs
4 Prescribed CSR expenditure (Two percent of the amount as in item 3 above) Rs 13.28 lacs
5 Details of CSR spent during the financial year:
(a) Total amount to be spent for the Financial year Rs13.50 lacs
(b) Amount unspent if any Nil
(c) Manner in which the amount spent during the Financial year The manner in which the amount spent is given below.

 

Sl. No. Projects / Activities Sector Locations Amount outlay (Rs lacs) Amount spent Cumulative Expenditure up to the reporting period Amount spent: Direct or through implementing agency

(Rs lacs)

(Rs lacs)

1 Contribution to Paramakalyani Educational Society Educational Literacy / Health care Tirunelveli 10.00 10.00 10.00 Direct to the Institution.
2 Contribution to M/s. Ganga Re-constructive and Micro-Surgery Trust Educational Literacy / Health care Coimbatore 3.50 3.50 3.50 Direct to the Institution.

In case the company has failed to spend the 2% of the average net profit of the lastthree financial years or any part thereof the company shall provide the reasons for notspending the amount in its Board report Not applicable.

The CSR Committee of the Board of Directors acknowledges the responsibility for theimplementation and monitoring of the CSR Policy and accordingly state that the same is incompliance with the CSR objectives and the Policy of the company and the company hascomplied with all the requirements in this regard.

N. Venkataramani S. Narayanan Krishna Srinivasan
Corporate Social Responsibility Committee Members

ANNEXURE F TO THE DIRECTORS REPORT :

Form No. MGT-9

Extract of Annual Return as on the financial year ended on 31st March 2016

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the

Companies (Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:
(i) Corporate Identity Number L29130TN1961PLC004466
(ii) Registration Date 19th April 1961
(iii) Name of the Company Bimetal Bearings Limited
(iv) Category / Sub-Category of the Company Company Limited by shares / Indian Non-Government Company
(v) Address of the Registered office & contact details Huzur Gardens Sembium Chennai 600 011.
Ph.: (044) 2537 5581 / (0422) 222 1159
E-Mail : vidhyashankar@bimite.co.in
(vi) Whether listed company Yes / No Yes (At BSE Limited Mumbai)
(vii) Name Address and Contact details of Registrar M/s. GNSA Infotech Limited
and Transfer Agent if any Nelson Chambers STA Dept. 4th Floor
115 Nelson Manickam Road Aminthakarai Chennai 600 029.
Tel.: 044 42962025

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

No. Name and Description of main products / services NIC Code of the Product / service % to total turnover of the company
(1) Bearings Bushes & Thrust Washers 2814 86%
(2) Alloy Powder 2591 11%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES :

No. Name of the Company Address of the Company Corporate Identity Number Holding / Subsidiary / Associate Company % of Shares held Applicable section of the Companies
Act 2013
01. Amalgamations Private Limited No. 124 (Old No. 81) Dr. Radhakrishnan Salai Mylapore Chennai 600 004 U35999TN1938PTC000019 Holding Company 25.33 2(46)
02. BBL Daido Private Limited No. 861 Anna Salai Chennai 600 002 U34300TN2001PTC048109 Joint Venture & Associate Company 20.00 2(6)
03. IPL Green Power Limited Huzur Gardens Sembium Chennai 600 011 U40107TN2011PLC083540 Associate Company 24.19 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of TotalEquity): i. Category-wise Share Holding

No. of Shares held at the beginning of the year

No. of Shares held at the end of

Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total the year % of Total Shares % Change during the year
A. Promoters
(1) Indian
(a) Individual / HUF 200 200 0.01 200 200 0.01
(b) Central Govt.
(c) State Govt(s)
(d) Bodies Corporate 2863926 2863926 74.87 2863926 2863926 74.87
(e) Banks / FIs
(f) Any other
Sub-Total (A)(1) : 2864126 2864126 74.88 2864126 2864126 74.88
(2) Foreign
(a) NRIs-Individuals
(b) Other-Individuals
(c) Bodies Corporate
(d) Banks / FIs
(e) Any other
Sub-Total (A)(2) :
Total shareholding of promoters(A)=(A)(1)+(A)(2) 2864126 2864126 74.88 2864126 2864126 74.88
B. Public shareholding
(1) Institutions
(a) Mutual Funds
(b) Banks / FIs 74 85 159 74 85 159
(c) Central Govt.
(d) State Govts.
(e) VC Funds
(f) Insurance Cos.
(g) FIIs 50 50 50 50
(h) Foreign VC Funds
(i) Others (specify)
Sub-Total (B)(1) : 74 135 209 74 135 209
(2) Non-Institutions
(a) Bodies Corporate
(i) Indian 45671 3205 48876 1.28 40174 3205 43379 1.13 -0.15
(ii) Overseas
(b) Individuals.
(i) Individual shareholders holding nominal share capital upto Rs.1 lakh. 632185 119141 751326 19.65 636943 114255 751198 19.65
(ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh. 15000 136096 151096 3.95 15000 136096 151096 3.95
(c) Non-resident Indian 7031 225 7256 0.19 12656 225 12881 0.34 0.15
(d) Unclaimed shares 2111 2111 0.05 2111 2111 0.05
Sub-Total (B)(2) : 701998 258667 960665 25.12 706884 253781 960665 25.12
Total Public
Shareholding
(B) = (B)(1)+(B)(2) 702072 258802 960874 25.12 706958 253916 960874 25.12
C. Shares held by custodian for GDRs & ADRs
Grand Total(A+B+C) 3566198 258802 3825000 100.00 3571084 253916 3825000 100.00

(ii) Shareholding of Promoters

No. of Shares held beginning of the year

No. of Shares held at the end of the year

Shareholder's Name No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares % Change during the year
1. A. Krishnamoorthy 50 0.001 50 0.001
2. N.Venkataramani

150

0.004

150

0.004

3. India Pistons Limited 1272348 33.264 1272348 33.264
4. Amalgamations (P) Limited 969000 25.333 969000 25.333
5. Simpson & Company Limited

604063

15.792

604063

15.792

6. Sri Rama Vilas Service Ltd. 12500 0.327 12500 0.327
7. Higginbothams (P) Ltd. 3975 0.104 3975 0.104
8. Associated Printers (Madras) (P) Ltd. 2040 0.053 2040 0.053
Total 2864126 74.878 2864126 74.878

(iii) Change in Promoters Shareholding (please specify if there is no change) :

Shares held at the beginning of the year

Cumulative Shareholding during the year

% of total % of total
Shareholder's Name No. of Shares Shares of the company No. of Shares Shares of the company
At the beginning of the year 2864126 74.88 2864126 74.88
Date wise Increase / Decrease in Promoters

NIL

NIL

NIL

NIL
Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): N.A. N.A. N.A. N.A.
At the end of the year 2864126 74.88 2864126 74.88

iv. Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs): -

held at the of the year % of total Cumulative during Shareholding the year % of total
Sl.No. For each of the Top 10 Shareholders Shares beginning No. of Shares Shares of the company No. of Shares Shares of the company
01) Mr.S.Ramasubramanian
At the beginning of the year 38150 0.99 _
Date-wise increase / decrease in share-holding during the year
At the end of the year

38150

0.99

02) Mr.S.Subramanian
At the beginning of the year 38000 0.99
Date-wise increase / decrease in share-holding during the year
At the end of the year 38000 0.99
03) Mr.P.V.Sundaram
At the beginning of the year 38000 0.99
Date-wise increase / decrease in share-holding during the year
At the end of the year 38000 0.99
04) Mr.R.Badrinarayanan
At the beginning of the year 21946 0.57
Date-wise increase / decrease in share-holding during the year
At the end of the year 21946 0.57
05) Mr.Ajay Girdharilal Bhartiya
At the beginning of the year 15000 0.39
Date-wise increase / decrease in share-holding during the year
At the end of the year 15000 0.39
06) Mr.Jyoti Haresh Shah
At the beginning of the year 10000 0.26
Date-wise increase / decrease in share-holding during the year At the end of the year 10000 0.26

iv. Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs): -

Shares held at the beginning of the year
% of total Cumulative during Shareholding the year % of total
Sl.No. For each of the Top 10 Shareholders No. of Shares Shares of the company No. of Shares Shares of the company
07) Mr. Priti Haresh Poladia
At the beginning of the year 10000 0.26
Date-wise increase / decrease in share-holding during the year
At the end of the year 10000 0.26
08) Mr.A.Krishnamoorthy
At the beginning of the year 9618 0.25
Date-wise increase / decrease in share-holding during the year
At the end of the year 9618 0.25
09) Mr.Usha Amritlal Jain
At the beginning of the year 8100 0.21
Date-wise increase / decrease in share-holding during the year
At the end of the year

8100

0.21

10) Mr.Bhupendra P.Shah
At the beginning of the year 4871 0.13 4871 0.13
22nd May 2015 Market purchase 344 0.01 5215 0.14
5th June 2015 Market purchase 113 5328 0.14
At the end of the year 5328 0.14

v. Shareholding of Directors and Key Managerial Personnel :

Shares held at the beginning of the year
For each of the Directors of the Company and Cumulative during Shareholding the year
Sl.No. Key Managerial Personnel (KMPs) No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
01) Mr.A.Krishnamoorthy Managing Director
At the beginning of the year 50 0.001
Date-wise increase / decrease in share-holding during the year
At the end of the year 50 0.001
02) Mr.S.Narayanan Whole-time Director
At the beginning of the year 400 0.010
Date-wise increase / decrease in share-holding during the year
At the end of the year 400 0.010
03) Mr.N.Venkataramani Director
At the beginning of the year 150 0.004
Date-wise increase / decrease in share-holding during the year
At the end of the year 150 0.004
04) Mr.N.Venkataraman Chief Financial Officer
At the beginning of the year
Date-wise increase / decrease in share-holding during the year
At the end of the year
05) Mr.K.Vidhya Shankar Company Secretary
At the beginning of the year
Date-wise increase / decrease in share-holding during the year
At the end of the year

VI. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment (Amount in Rs)

Secured Loans Unsecured Total
Excluding deposits Loans Deposits Indebtedness
Indebtedness at the beginning of the financial year
(i) Principal Amount

Nil

Nil

Nil

Nil
(ii) Interest due but not paid

Nil

Nil

Nil

Nil
(iii) Interest accrued but not due

Nil

Nil

Nil

Nil
Changes in indebtedness during the year
Addition Nil @@ Nil

Nil

Nil

Deletion

Nil @@

Nil

Nil

Nil
Indebtedness at the end of the financial year
(i) Principal Amount

Nil

Nil

Nil

Nil
(ii) Interest due but not paid

Nil

Nil

Nil

Nil
(iii) Interest accrued but not due

Nil

Nil

Nil

Nil

@@ The Company was sanctioned a working capital facility of Rs5.50 Crores by thecompany s Bankers which was sparingly used to meet the working capital requirements.

VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Remuneration to Managing Director and Whole-time Director :

Mr.A.Krishnamoorthy

Mr.S. Narayanan

Total Amount
No. Particulars of Remuneration Managing Director Whole-time Director
(Rs) (Rs) (Rs)
Gross Salary
1 (a) Salary as per provisions contained in Section
17(1) of the Income-tax Act 1961 4200000/- 2105000/- 6305000/-
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 1981620/- 2949031/- 4930651/-
(c) Profits in lieu of salary under section 17(3) of the Income-tax Act 1961 600000/- 600000/-
2 Stock Option Nil Nil Nil
3 Sweat Equity

Nil

Nil

Nil

4 Commission

Nil

Nil

Nil
5 Others please specify

Nil

Nil

Nil

Total (A) 6181620/- 5654031/- 11835651/-
Ceiling as per the Act As per Schedule V to the Companies Act 2013 Rs 120.00 lacs As per Schedule V to the Companies Act 2013 Rs 120.00 lacs EaRs 120.00 lacs each

B. Remuneration to other Directors: (i) Independent Directors

No. Particulars of Remuneration Name of the Directors Sitting Fees Total Amount
(Rs) (Rs)
1 Fee for attending Board / Mr. P.M.Venkatasubramanian 120000/- 120000/-
Committee meetings Mr. Krishna Srinivasan 140000/- 140000/-
Mr. R. Vijayaraghavan 100000/- 100000/-
Dr. Sandhya Shekhar 40000/- 40000/-
Commission Mr. P.M.Venkatasubramanian 150000/- 150000/-
Mr. Krishna Srinivasan 150000/- 150000/-
Mr. R. Vijayaraghavan 150000/- 150000/-
Dr. Sandhya Shekhar 65000/- 65000/-
Others Independent Directors Mr. P.M. Venkatasubramanian 10000/- 10000/-
Meeting Mr. Krishna Srinivasan 10000/- 10000/-
Mr. R. Vijayaraghavan 10000/- 10000/-
Dr. Sandhya Shekhar 10000/- 10000/-
Total (1) 955000/- 955000/-

(ii) Other Non-Executive Directors

Sitting Fees Total Amount
No. Particulars of Remuneration Name of the Directors (Rs) (Rs)
1. Fees for attending Board / Mr. N. Venkataramani 70000/- 70000/-
Committee meetings Mr. N.P. Mani 80000/- 80000/-
Commission Mr. N. Venkataramani 150000/- 150000/-
Mr. N.P. Mani 150000/- 150000/-
Others please specify

Nil

Nil

Total (2) 450000/- 450000/-
Total (B)=(1+2) 1405000/- 1405000/-
Total Managerial Remuneration
Overall Ceiling as per Act

C. Remuneration to Key Managerial Personnel other than Managing Director / Whole-timeDirector / Manager:

No. Particulars of Remuneration Key Managerial Personnel
Chief Financial Officer Company Secretary Total
1. Gross Salary Rs Rs Rs
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 2313941/- 1102234/- 3416175/-
(b) Value of perquisites u/s 17(2) of the Income-tax Act 1961 54876/- 58586/- 113462/-
(c) Profits in lieu of salary under section 17(3) of the
Income-tax Act 1961 300000/- 40000/- 340000/-
2. Stock Option Nil Nil Nil
3. Sweat Equity

Nil

Nil

Nil

4. Commission

Nil

Nil

Nil
5 Others please specify

Nil

Nil

Nil

Total 2668817/- 1200820/- 3869637/-

VIII. Penalties / Punishment / Compounding of offences

Details of Penalty /
Type Section of the Companies Act Brief Description Punishment / compounding fees imposed Authority (RD / NCLT / Court) Appeal made if any (give details)
Penalty
Punishment Nil
Compounding

Other officers in default

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / compounding fees imposed Authority (RD / NCLT / Court) Appeal made if any (give details)
Penalty
Punishment Nil
Compounding

ANNEXURE - G TO THE DIRECTORS REPORT :

SECRETARIAL AUDIT REPORT

(Pursuant to Section 204(1) of the Companies Act 2013 read with Rule 9 of theCompanies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 for the FinancialYear ended 31st March 2016

To

The Members

Bimetal Bearings Limited

Huzur Gardens Sembium

Chennai 600 011.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Bimetal Bearings Limited(hereinafter called the Company ) (CIN.L29130TN1961PLC004466). Secretarial Audit wasconducted for the financial year ended on 31st March 2016 in a manner that provided usreasonable basis for evaluating the corporate conduct / statutory compliances andexpressing our opinion thereon.

On the basis of the above and on our verification of documents books papers minutesforms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorised representativesduring the conduct of the audit we hereby report that in our opinion the Company hasduring the period covered under the audit as aforesaid complied with the statutoryprovisions listed hereunder and also that the Company has proper Board processes andcompliance mechanism in place to the extent in the manner and subject to the reportingmade hereinafter.

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended 31st March 2016 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the Rules made there under and the CompaniesAct 1956 and the Rules made there under to the extent applicable.

(ii) The Securities Contracts (Regulation) Act 1956 and the Rules made there under.

(iii) The Depositories Act 1996 and the Regulations and Bye-Laws framed there under.

(iv) The following Regulations and Guidelines prescribed under Securities and ExchangeBoard of India Act 1992:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015.

(c) The Securities and Exchange Board of India (Registrar to an Issue and ShareTransfer Agents) Regulations 1993 regarding

Companies Act and dealing with client.

(v) We have also examined compliance with the applicable clauses of the following:

(a) the Secretarial Standards 1 & 2 issued by the Institute of Company Secretariesof India.

(b) Listing Agreement entered into with Stock Exchanges.

(c) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

(vi) Based on the information and explanation provided the Company had no transactionsduring the period covered under the Audit requiring the compliance of the provisions of:

(a) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009.

(b) The Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct

Investment Overseas Direct Investment and External Commercial Borrowings.

(c) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014.

(d) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008.

(e) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009.

(f) The Securities and Exchange Board of India (Buy Back of Securities) Regulations1998.

(vii) On consideration of the business undertaken by the Company in our opinion we donot find any specific Law Rule or Regulation that specifically governs or regulates thebusiness of the Company. Hence the question of an audit of the compliance of the same andreporting does not arise.

(viii) During the period under review the Company has complied with the provisions ofthe Act Rules Regulations Guidelines Standards etc.

We further report that

The Board of Directors of the Company is duly constituted with the proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period covered under theAudit were carried out in compliance with the provisions of the Act.

Adequate notice and detailed notes on Agenda was given to all Directors at least sevendays in advance to schedule the Board Meetings. There exist a system for seeking andobtaining further information and clarifications on the Agenda items before the Meetingand for meaningful participation at the Meeting.

Majority decision is carried through and recorded as part of the minutes. We understandthat there were no dissenting members views requiring to be captured in the minutes.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the period covered under the audit the Company has nospecific actions having a major bearing on the company s affairs in pursuance of the abovereferred laws rules regulations guidelines referred to above.

For KSR & Co Company Secretaries LLP
K.S. Ravichandran
Place : Bangalore Partner
Date : 26th May 2016 (FCS: 3675: CP: 2160)

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