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NRB Bearings Ltd.

BSE: 530367 Sector: Engineering
NSE: NRBBEARING ISIN Code: INE349A01021
BSE LIVE 15:47 | 15 Dec 157.60 1.85
(1.19%)
OPEN

158.00

HIGH

165.00

LOW

156.70

NSE 15:57 | 15 Dec 157.55 1.80
(1.16%)
OPEN

157.20

HIGH

164.95

LOW

156.25

OPEN 158.00
PREVIOUS CLOSE 155.75
VOLUME 156645
52-Week high 165.00
52-Week low 103.00
P/E 28.04
Mkt Cap.(Rs cr) 1,527
Buy Price 0.00
Buy Qty 0.00
Sell Price 157.60
Sell Qty 231.00
OPEN 158.00
CLOSE 155.75
VOLUME 156645
52-Week high 165.00
52-Week low 103.00
P/E 28.04
Mkt Cap.(Rs cr) 1,527
Buy Price 0.00
Buy Qty 0.00
Sell Price 157.60
Sell Qty 231.00

NRB Bearings Ltd. (NRBBEARING) - Auditors Report

Company auditors report

TO THE MEMBERS OF NRB BEARINGS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of NRB BEARINGSLIMITED ("the Company") which comprise the Balance Sheet as at 31st March2017 the Statement of Profit and Loss andthe Cash Flow Statement for the year then endedand a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsprescribed under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe standalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms of Section164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements Refer Note 29 to the standalone financialstatements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the standalone financialstatements as regards its holding and dealings in Specified Bank Notes as defined in theNotification 2016 of the Ministry of Finance during the period from 8th November 2016 to30th December 2016. Based on audit procedures performed and the representations providedto us by the management we report that the disclosures are in accordance with the books ofaccount maintained by the Company and as produced to us by the Management.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143 (11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm's Registration No. 117365W)
Saira Nainar
(Partner)
(Membership No. 040081)
Mumbai 26th May 2017

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of NRBBEARINGS LIMITED ("the Company") as of 31st March 2017 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the efficient conduct of its business orderly andincluding adherence to Company's policies the safe guarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacyfinancial controls of the internal and their operating effectiveness. Our audit ofinternal financial controls over financial system over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A Company's internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe Company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorisations of management and directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the Company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financialcontrolssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2017 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm's Registration No. 117365W)
Saira Nainar
(Partner)
(Membership No. 040081)
Mumbai 26th May 2017

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a programme of verification of fixed assets to cover all the itemsonce in which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. Pursuant to the programme all fixed assets werephysicallyverifiedby the Management during the year ended 31st March 2015. According tothe information and explanations given to us no material discrepancies were noticed onsuch verification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed / transfer deed /conveyance deed provided to us we report that the title deeds comprising all theimmovable properties of land and buildings which are freehold are held in the name of theCompany as at the balance sheet date except for the title deeds of a freehold land inHyderabad having a gross and net block of Rs. 55.17 lakhs which is in the name of anentity that was acquired by the Company under Board for Financial and IndustrialReconstruction (BIFR) order.

In respect of immovable properties of land that have been taken on lease and buildingconstructed thereon and disclosed as fixed asset in the financial statements the leaseagreements are in the name of the Company where the Company is the lessee in theagreement as at the balance sheet date except the following:

(Rs in Lakhs)
Particulars of the leasehold land Gross Block (as at 31st March 2017) Net Block (as at 31st March 2017) Remarks
Leasehold land located Waluj Aurangabad. 6.23 4.59 The lease deeds are in the name of NRB Torrington Private Limited erstwhile Company that was merged with the Company under Section 391 to 394 of the Companies Act 1956 in terms of the approval of the Honorable High Court(s) of judicature.

(ii) As explained to us the inventories were physically verified during the year bythe Management at reasonable intervals except for the inventories which are lying at thirdparty location for which confirmationhas been obtained by the Management and no materialdiscrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us in respect of loansgranted secured or unsecured to companies firms Limited Liability Partnerships orother parties covered in the register maintained under Section 189 of the Act the Companyhas granted loans to two parties aggregating Rs. 2251.83 lakhs in respect of which:

(a) The terms and conditions of the grant of such loans are in our opinion primafacie not prejudicial to the Company's interest.

(b) The schedule of repayment of principal and payment of interest has been stipulated.However the repayments or receipts of principal amounts and interest have not been madeas per stipulations until the new terms for repayment indicated below. Out of theprincipal amounts aggregating Rs. 438.24 lakhs due the Company has received Rs. 438.24lakhs after the due dates of stipulations and the entire interest due aggregating Rs. 1.91lakhs has been received after the due dates of stipulations. Further delayed principalamount and interest thereon amounting to Rs. 544.07 lakhs and Rs. 243.01 lakhsrespectively have been restructured for a revised payment schedule with effect from 2ndNovember 2016. Post such restructuring the Company has received principal and interestdue thereon amounting to Rs. 203.31 lakhs and Rs. 62.12 lakhs respectively as per therevised stipulation. Accordingly there are no year-end overdue principal and interest asat the balance sheet date.

(c) There is no amount overdue for more than 90 days at the balance sheet date.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposit during the year in terms of the provisions of Sections 73 and 76 orany other relevant provisions of the Act.

(vi) The maintenance of cost records has been specified by the Central Government underSection 148(1) have broadly reviewed the cost records maintained by the Company pursuantto the Companies (Cost Records and Audit) Rules 2014 as amended and prescribed by theCentral Government under sub-section (1) of Section 148 of the Act and are of the opinionthat prima facie the prescribed cost records have been made and maintained. Wehave however not made a detailed examination of the cost records with a view todetermine whether they are accurate or complete.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has been generally regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income-tax Sales Tax Service TaxCustoms Duty Excise Duty Value Added Tax cess and other material statutory duesapplicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income-tax Sales Tax Service Tax Customs Duty Excise Duty ValueAdded Tax cess and other material statutory dues in arrears as at 31st March 2017 for aperiod of more than six months from the date they became payable.

(c) Details of dues of Income tax Sales Tax Value Added Tax and cess which have notbeen deposited as on 31st March 2017 on account of disputes are given below:

Name of Statute Nature of Dues Forum where Dispute is Pending Period to which the Amount Relates Amount Unpaid (Rs. in lakhs)
The Income Tax Act 1961 Income Tax Commissioner of Income Tax (Appeals) A.Y. 2011-2012 738.14
A.Y. 2012-2013
A.Y. 2013-2014
A.Y. 2014-2015
The Income Tax Act 1961 Income Tax Income Tax Appellate Tribunal A.Y. 2010-2011 37.68
The Bombay Sales Tax Act 1959 Value Added Tax Deputy Commissioner (Appeals) A.Y. 1997-1998 1.20
The Central Sales Tax Act 1956 Sales Tax Deputy Commissioner (Appeals) A.Y. 1997-1998 35.11
A.Y. 2008-2009
A.Y. 2009-2010
A.Y. 2010-2011
A.Y. 2011-2012
A.Y. 2012-2013
The Central Sales Tax Act 1956 Sales Tax Additional Deputy Commissioner (Appeals) A.Y. 2012-2013 187.28

(viii) I n our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of loans or borrowings to financialinstitutions banks and Government and dues to debenture holders.

(ix) The term loans availed by the Company has been applied during the year for thepurpose for which it was raised. The Company has not raised moneys by way of initialpublic offer or further public offer (including debt instruments).

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the Company by its officersor employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has paid / provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theCARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us theCompany is in compliance with Sections 177 and 188 of the Act where applicable for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the financial statements etc. as required by the applicable accountingstandards.

(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of CARO 2016 Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or directors of its subsidiary Companies or persons connected with him and henceprovisions of Section 192 of the Act are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm's Registration No. 117365W)
Saira Nainar
(Partner)
(Membership No. 040081)
Mumbai 26th May 2017