NRB Industrial Bearings Limited Mumbai 400 001
Your Directors take this pleasure in presenting their 5th Annual Report of NRBIndustrial Bearings Limited for the period April 1 2015 to March 31 2016.
1. Financial Performance:
A summary of the Companys Financial Performance during the Financial year:
| || ||(Rs. in Lac) |
|Particulars ||Fy2015-16 ||*Fy2014-15 |
|Total Revenue for the Year ||4080.98 ||3871.29 |
|Profit/(Loss) before Depreciation Exceptional ||(1151.16) ||(1541.52) |
|Items and Taxes Depreciation and Amortization Expenses ||768.60 ||873.94 |
|Profit/(Loss) before ||(1919.76) ||(2415.46) |
|Exceptional Item || || |
|Exceptional Item ||- ||453.44 |
|Profit/(Loss) before Tax ||(1919.76) ||(1962.02) |
|Tax expenses ||Nil ||Nil |
|Balance carried forward to General Reserve ||(6200.38) ||(4280.62) |
|EPS || || |
|- Basic ||(7.92) ||(8.10) |
|- Diluted ||(7.92) ||(8.10) |
* Previous financial year was 15 months i.e. Jan 2014 to March 2015.
This report of Directors along with its Annexures Management Discussion and AnalysisReport Corporate Governance Report Financial Statements along with their Notes areprepared for the period April 1 2015 to March 31 2016 (hereinafter referred as financialyear).
2. Transfer to Reserves:
No amount has been transferred to reserves due to accumulated losses.
Your Directors do not recommend dividend for the period under review due to losses madeduring the year.
4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
Not applicable as company has not declared any dividend in past and neither during theperiod of review.
5. Material Changes And Commitment If Any Affecting The Financial Position OfThe Company Occurred Between The Ends Of The Financial year To Which This FinancialStatements Relate And The Date Of The Report:
No material changes and commitments affecting the financial position of the Companyoccurred between the financial year to which this financial statements relate on the dateof this report.
6. Operations Overview Overall:
a) Companys Performance:
Your Companys turnover stood at Rs. 4080.98 Lac for the period ending March 312016 as against Rs. 3871.29 Lac in the previous year. Company`s net sales has beenincreased by Rs. 258.31 Lac. The Exports turnover of your company was Rs. 905.36 Lacin Previous Year as against Rs. 879.44 Lac in Current Year.
Company has been focused on re-defining the level of perfection achieved by it henceincorporating various level testing methods to achieve minimum level of defects in orderto reduce sales returns.
NIBLs KAIZEN Team from Tool Room won firstplace at a competition organized byQuality Circle Forum of India in Aurangabad on 25th April 2015. Yourcompany had initiated KAIZEN activities in the shop floor. Our engineers have managed inreduction in grinding cycle time for BB WIR and De-bottlenecking of bottom roller bearingline.
Your company in order to enhance the level of Quality assurance has initiated projectsto bring down internal rejections and drive continual improvement. Our Quality Assuranceteam imparted training to shop floor supervisors for improving the effectiveness of theLean Daily Management System- a system designed to focus on daily performance measurementand improvement improve effectiveness of supervisory communication solicit and evaluateemployee improvement ideas and assess lean status and define improvement objectives; allsteps taken towards developing a "Kaizen" culture.
Your company has ISO 9001:2008 certification for all the products.
Marketing and Sales:
Your company is focused to build in a strong segment wise mapping in terms of customerand products. Your Company is associated with professional team of application engineersto get the approvals from Original Equipment Manufacturers (OEMs)/ Consultants in order tostrengthen the distribution channels in India. Approaching the targeted market withdynamic pricing and supply of products as per industry requirements.
Original Equipment Manufacturers (OEM) market accounts for 40% of total demand ofbearing industry and this market is characterized by requirements of high qualitystringent delivery norms and lower margins. Today OEM market for industrial bearings inIndia of Rs.2600 crore with growth rate of 3.5% with total 17 segments. OEMs havebeen facing price competition in their own markets continue to exert price pressure onthe bearing suppliers. OEM market is also supplemented with replacement market i.e. demandarising on account of replacing the used and worn-out bearings. The size of replacementmarket is Rs. 2800 crore and is dependent on equipment population and frequency ofmaintenance.
The focused segments of your company are Textile Material handling Pumps &Motors Compressors & Blowers Mining Gear Box Printing & Electric machinery. Wehave managed to achieve a good position in Bottom roller bearings in textiles segment.Company intends to focus on eight (8) new bearing segments which will strengthen its basein the Indian markets. We have added six (6) new distributors in areas such as CoimbatoreAhmedabad Rajkot Delhi Mumbai and Raipur. Company is focused to achieve its goals bybuilding a strong network with its Dealers Customers and Suppliers. Get-togethers werearranged with dealers with an objective to strengthen partnership & initiate teambuilding. NIBL held 3rd Dealer Symposium on 5th & 6th February 2016 wherein seminarswere conducted on product and manufacturing capabilities. Company has focused businessplan to penetrate in European Union region through direct channels and agents ininternational markets. Prime focus to get a brand recognition and quality customers baseby participating in exhibitions both domestic and international level. Your companyparticipated in Hannover Messe exhibition in Germany in April 2015 which is well known asworlds leading show for industrial technology highlights innovations andgroundbreaking solutions in all the core sectors.
Information Technology :
Your company has initiated various activities to enhance capabilities of gatheringstoring analyzing and providing access to data in the form of dashboards and scorecardsto help users make better business decisions. Initiation of Implementation of a CustomerRelationship Management (CRM) solution to register leads and contacts track all customerinteraction including complaints and feedback to provide better service to customers andaccelerate business development.
Research and Development (R&D) :
Our R&D team has developed and added 56 types of new products during the financialyear 2015-16. Under the focused industries segment company has developed 10 new bearingsand High performance "Idler roller" for JUTE industry. Such initiatives willlead company towards perfection and excellence. R&D forms the backbone of company andhence had arranged seminar on "fatigue analysis".
Human resource :
Human resource department has successfully implemented policies such as AccidentInvestigation policy Safety policy Email policy and Travel policy and Induction &Orientation policy etc. The Company also has a Policy in place which is approved by theBoard of Directors under the relevant provisions of "The Sexual Harassment of Womenat Workplace (Prohibition Prevention and Redressal) Act 2013". During the periodunder review no complaints have been received under this Policy. During the period SafetyAudit was conducted in the factory by the authorized agency i.e. Industrial SafetyServices in order to meet the statutory requirements wherein no major hazards/ lacunaewere found.
Medical check-up and firefighting trainings were arranged to meet safety benchmarksalong with orientation sessions on "Swine Flu" and Blood donation campaign on12th December 2015 at DattajiBhale Blood Bank. Your Company conducted "TogethernessProgrammes" which enabled the employees to share their views and ideas on differentareas.
During the financial year 2014-15Company had traced Cybercrime and was vigilant duringperiod under review and has taken preventive measures for future.
b) Change in nature of business :
The Company manufactures Bearings for Industrial applications defined Bearings &Roller bearings Bearings for transmission shafts etc. There has been no change in thenature of business activities of the Company during the period of review. Your Company hasbeen aggressively striving to achieve its well defined "Vision" to be marketleader in "Friction management" in every market it serves to the betterment ofour customers employees and shareholders. Currently company has no Subsidiaries in Indiaor Abroad.
c) Share Capital :
During the period under review the Company has increased the authorized share capitalvia. shareholders approval in 4th Annual General Meeting held on July 7 2015 fromRs. 50000000/- to Rs. 550000000/-. During the period from April 1 2015 to March 312016 Company has issued Redeemable Cumulative Non-convertible Preference shares to Mr.Trilochan Singh Sahney under private placement for 10000000 (One Crore) preferenceshares each having nominal value of Rs. 10/- (Ten Only) amounting to Rs.100000000/-(Ten crore only).
In subsequent financial year 2016-17 company has further allotted RedeemableCumulative Non-convertible Preference shares to Mr. Trilochan Singh Sahney under privateplacement for 10000000 (One Crore) preference shares each having nominal value of Rs.10/- (Ten Only) amounting to Rs. 100000000/-(Ten crore only). Hence the existing paidup share capital of your company as on 27th May2016 is Rs. 248461300/- divided into24230650 Equity Shares of Rs. 2/- each and 20000000 Preference Shares of Rs. 10/-each.
7. Public Deposits :
The Company has not accepted any deposits from the public/members under Section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 duringthe year.
8. Awards /Recognitions and Initiatives :
The Companys Research & Development Facility at the Factory Premises has nowbeen recognised by the Ministry of Science and Industry Government of India as In houseR&D unit which is major boost to promote R & D and promotion of potentialproducts by the company.
Company factory premises won the award for outstanding Structure from AurangabadAssociation of Civil Engineers with proper work environment for the workers.
Your Company had participated in programme organized by Maharashtra Labour Welfaredepartment on February 24 2016 for benefits and rights workers and their families. Theattendees of the programmes included Government officials and reputed NGO`s.
Company has initiated with "ROTI BANK PROJECT" campaign wherein extra foodfrom our canteen is donated to "Food Bank" run by Haroon Mukati Islamic Center(HMIC) which feeds poor and homeless people.
In accordance with the provisions of the Section 152 Companies Act 2013 read withapplicable Rules if any Mr. Devesh Singh Sahney (DIN 00003956) retires by rotation atthe ensuing Annual General Meeting for the financial year 2015-16 and being eligibleoffers himself for a re-appointment.
Mr. Kaushal Aggarwal (DIN 00153487) ceased to be Director of the Company w.e.f 7thAugust 2015. Mr. Gaurav Motwane (DIN 00746165) was appointed as an Independent Directorby Casual Vacancy under section 161(4) of Companies Act 2013 w.e.f 6th November 2015.
Familiarisation Programme for Independent Directors :
Letter of Appointment(s) are issued to Independent Directors setting out in detail theterms of appointment duties responsibilities and expected time commitments. Each newlyappointed Director is taken through a formal induction program including the presentationfrom the Managing Director and CFO on the Companys manufacturing marketing financeand other important aspects.
Evaluation of the Boards Performance :
The Board has a formal mechanism for evaluating its performance annually based on thecriteria laid down by Nomination and Remuneration Committee which included attendancecontribution at the meetings and otherwise independent judgment safeguarding of minorityshareholders interest adherence to Code of Conduct and Business ethics monitoring ofregulatory compliance risk assessment and review of Internal Control Systems etc.Independent directors have meet separately during the period of review.
Remuneration Policy :
The Board has framed Nomination and Remuneration policy which is generally in linewith the existing industry practice and applicable laws and is approved by the Nomination& Remuneration Committee and the Board. The main objective of the said policy is toensure that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate the Directors KMP and senior management employees.
9. Conservation of Energy Technology Absorption Foreign Exchange Earnings AndOutgo:
The information pertaining to Conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished inAnnexure I and is attached to this Report.
10. Statement Concerning Development And Implementation Of Risk Management Policy ofThe Company:
The Board has constituted the Risk Management Committee on November 5 2014 withpursuant to requirements of the Companies Act 2013 along with applicable Rules andrequirements under Regulation 17 (9) of SEBI (Listing Obligation and DisclosuresRequirements) Regulations 2015.
11. Details Of Policy Developed And Implemented By The Company On Its Corporate SocialResponsibility Initiatives
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
12. Particulars of Loans Guarantees Or Investments Made Under Section 186 of CompaniesAct 2013:
The particulars of loans guarantees and investments made & given by the Company inthe year 2015-2016 as per Section 186 of Companies Act 2013 is stated in the Notes toAccount which forms part of this Annual Report.
13. Particulars of Contracts or Arrangements made with Related Parties:
The particulars of contracts or arrangements with related parties referred to inSection 188 (1) of Companies Act 2013 and Section 134(3)(h) of the Act read with rule 8(2)of the Companies (Accounts) Rules 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report. There are no materially significant relatedparty
Company with Promoters Directors or Key Managerial
Personnel etc. which may have potential the interest of the Company at large or whichapproval of the shareholders is required. All related party transactions are in theordinary course of business and at arms length basis which are not material innature. All related party transactions are with the approval of the Audit Committee andperiodically placed before the Board for review.
14. Policy on Related Party Transactions:
All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions. However the details of the transactions with Related Party are providedin statements in accordance with theCompanysfinancial the Accounting Standards. TheCompany has adopted a policy on Related party transactions policy and the samehas been displayed on the Companys website: www.nrbindustrialbearings.com.
15. Subsidiaries and Joint Ventures:
The company has framed a Policy for determining material subsidiaries. However theCompany does not have any subsidiary as definedunder Companies Act 2013 at present.
NRB Industrial Bearings has 35% Equity participation in NRB IBC Bearings PrivateLimited which is a joint venture with IBC Industrial Bearings and Components AGSwitzerland. Further with Pursuant to first proviso to sub-section (3) of section 129 readwith rule 5 of Companies (Accounts) Rules 2014 statement containing salient features ofthe financial statement of subsidiaries/associate companies/joint ventures is annexed asAnnexure III in form AOC -1.
16. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the auditors and the practicing company secretary in their reports andmanagement`s reply for the same.
There are no qualifications in the Auditors report of company`s Statutory Auditors andSecretarial Auditor.
17. Companys policy relating to directors appointment payment of remunerationand discharge of their duties :
The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and have constituted propercomposition of Independent directors for various committees.
Company has three independent directors on Board and Company has taken"Declaration of Independent transactions directors" from made by them. There isno material pecuniary benefits to independent directors from Company or any conflict withPromoter group.
18. Number of Board Meetings Conducted during the year under review :
The Board met 4(Four) times during the financial year and 3 (three) times Circularresolution was passed the details of which are given in the Corporate Governance Reportwhich forms part of this Annual Report. The intervening gap between the Meetings waswithin the period prescribed under Companies Act 2013 and other stock exchange rules andRegulations. Agenda papers were circulated to the directors in advance for each meeting.All relevant information as required under Schedule II of the SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 was placed before the Board from time to time.
19. Cost Compliance Report :
Cost audit is not applicable to your company but Companies (Cost Accounting Records)Rules 2011 dtd. June 03 2011 issued by Ministry of Corporate Affairs is applicable tothe Company and that the Company maintains the records in prescribed form for the periodunder review.
20. Disclosure of composition of Audit committee and Vigil mechanism policy :
Under provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7 ofthe Companies (Meetings of the Board and its Powers) Rules The Audit Committee consistsof the following members: i Mr. Manish Choksi : Chairman ii Mr. Gaurav Motwane :Independent Director iii Mr. Ashish Chugani : Independent Director iv Mr. Devesh Sahney :Managing Director The Company has established a vigil mechanism through the committee thegenuine concerns expressed by the employees and other Directors are taken on records whichforms part of annual report as Annexure IV. The Company has also providedadequate safeguards against victimization of employees and Directors who express theirconcerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees and the Company.
21. Internal control system :
The Company has an internal control system and conducts Internal Audit. The scope andauthority of the Internal Audit function is defined maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committeeof the Board. Audit committee evaluates the in the Company its compliance with operatingsystems accounting procedures and policies. Audit committee reviews the suggestions andcomments given by Internal Auditors and put in process accordingly.
22. Shares :
a. Buy back of securities
The Company has not bought back any of its securities during the year under review.
b. Sweat equity
The Company has not issued any Sweat Equity Shares during the year under review.
c. Bonus shares
No Bonus Shares were issued during the year under review.
d. Employees stock option plan
The Company has not provided any Stock Option Scheme to the employees.
23. Auditors :
The Statutory Auditors of the Company are Deloitte Haskins & Sells CharteredAccountants with an ICAI Firm Registration No. ICAI117365W have audited the FinancialStatements of the Company for the period April 1 2015 to March 31 2016. The StatutoryAuditors were appointed by the members of the Company at the 4th Annual General Meeting ofthe Company held on July 7 2015 to audit the Financial Accounts of the Company. Theirterm in the office of Statutory Auditors concludes at the ensuing Annual General Meetingand pursuant to provisions of Section 139 of the Companies Act 2013 read along with theapplicable rules framed thereunder M/s. Deloitte Haskins & Sells are eligible forre-appointment.
M/s. Deloitte Haskins & Sells have expressed their willingness to get re-appointedas the Statutory Auditors of the Company and vide a letter dtd. May 23 2016 havefurnished a certificate of their eligibility and consent under section 141 of theCompanies Act 2013 and the rules framed thereunder to hold the office of StatutoryAuditors of the Company
Secretarial Auditor :
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Ajit Sharma Practicing Company Secretary to undertake the Secretarial Auditfor the FY 2015-16 of the Company. The report forms part of annual report asAnnexure V.
24. Particulars of employees :
The statement under Section 134(3) (q) and Section 197 (12) of Companies Act 2013 Readwith Rule 5(1) of The Companies (Appointment And Remuneration Of Managerial Personnel)Rules 2014 forms part of this Report as Annexure VI.
25. Annual Return :
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and administration) Rules 2014 is furnished in Form MGT-9Annexure VII and is attached to this Annual Report.
26. Corporate Governance :
A separate report of the Board of Directors of the Company on Corporate Governance isincluded in the Annual Report and Certificate Associates Practicing Company Secretariesconfirming compliance with the requirements of Corporate Governance as stipulated inSchedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015forms part of annual report.
27. Management Discussion and Analysis :
The Management Discussion and Analysis Report as required by Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 are already dealtwith in various sections of this Report.
28. Annexures forming part of this Annual Report :
|Annexure No. ||Particulars |
|I ||Particulars of Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo |
|II ||Form AOC-2 Related party transactions |
|III ||Form AOC-1 Joint Ventures details |
|IV ||Vigil mechanism /Whistle Blower policy |
|V ||Secretarial Audit Report for the period under review |
|VI ||Particulars of Employees under Section 134(3) (q) and Section 197(12) of the Companies Act 2013. |
|VII ||Form MGT-9 - Extract of the Annual Return |
29. Cautionary Statement :
Statements in this Report Management Discussion and Analysis Corporate GovernanceNotice to the Shareholders or else wherein this Annual Report describing theCompanys objectives projections estimates and expectations may constituteforward looking statement within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed or impliedin the statement depending on the Market conditions and circumstances.
The Company assumes no responsibility in respect of the forward-looking statementswhich may undergo changes in future on the basis of subsequent developments informationor events.
30. Directors Responsibility Statement
Your Directors wish to inform Members that the Audited Accounts containing FinancialStatements for the Financial Year 2015-16 are in conformity with the requirements of theCompanies Act 2013. Your company financial statements reflect fairly the form andsubstance of transactions carried out during the year and reasonably present the financialcondition and results of operation.
In terms of provisions of Section 134(3) (c) of the Companies Act 2013 your Directorsfurther confirm as under:
i) preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
iii) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the annual accounts on a going concern basis;
v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors wish to place on records their sincere appreciation to all the Employeesof the Company for the efforts efficient work management loyal services commitment anddedication that developed the culture of professionalism. Your Directors also thank andexpress gratitude to the Companys Customers Vendors and Institutions. YourDirectors also wishes to express deep sense of gratitude to the all our Bankers Centraland State Governments and their departments and the local authorities for the continuedsupport.
your Directors register their sincere appreciation to the Share holders of the Companyfor keeping faith and confidence reposed in us.
| ||For and on behalf of Board of Directors |
|T. S.Sahney ||D.S.Sahney |
|Chairman ||Managing Director |
|(00003873) ||(00003956) |
|Place: Mumbai || |
|Date: May 27 2016 || |
Information as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 forming part of Directors Report forthe year ended March 31 2016:
a) Conservation Of Energy: Energy Conservation measures taken in each process.
b) Additional Investments and proposals if any being implemented for reduction ofconsumption of energy: NIL
c) Impact of the measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods: Not applicable
d) Total Energy Consumption and Energy Consumption per unit of production as per Form Aof the Annexure in respect of industries specified in the Schedule thereto:
Form A: Power and fuel Consumption
|Purchased ||Current year ||Previous year |
| ||(2015-16) ||(2014-15) |
|1 Units KWh ||3998248 ||3359168 |
|2 Total amount (Rs.) ||31877111 ||26120890 |
|3 Rate/unit Rs. per KWh ||7.97 ||7.78 |
|4 Own Generation KWh ||28032 ||11659 |
|(1) Through Diesel Generator || || |
|5 Unit KWh ||28032 ||11659 |
|6 Diesel Oil consumed (litre) ||7376.8 ||3774 |
|7 Generation KWh per litre ||3.8 ||3.09 |
|(2) Through Steam turbine/generator || || |
|8 Propane gas consumption (tons) ||17.02 ||12.02 |
|9 Tons of steel heat treated per ton of propane gas consumed ||15.06 ||14.40 |
|10 Propane gas cost/ units Rs. Per ton of steel heat treated ||34132 ||56572.4 |
|(3) Consumption per unit production || || |
| ||Standard ||Standard |
| ||(Current Year) ||(Previous Year) |
|11 Production Value of Bearings (in Rs Lakh) ||3489.47 ||2635.32 |
|12 Electricity (purchased and own generation) KWh consumed per Rs Lakh. Value of Bearings produced ||1153.84 ||1279.10 |
|13 HT Furnace production (in Ton) ||256.4 ||173.1 |
|14 Propane Gas Consumption (in Ton) ||17.02 ||12.02 |
Technology Absorption: Form B:
a) Specific areas in which R&D carried out by the Company:
1. New Product development
2. Technology improvement
3. Product optimisation
4. Change in product for new application
5. Special antirust coating on cam followers
6. High performance idler roller for Jute industry
7. Established the reliability check of stud type cam-followers.
b) Benefits derived as a result of the above R&D:
1. Developed 56 numbers of products to enhance business in the area of existing as wellnew application and existing as well as new customer base.
2. New business generated.
3. Improved product quality and performance
c) Future Plan of action:
1. Doubling number of new product development.
2. New range of Spherical roller bearing to develop to enhance the range as well asperformance for wide range of application.
3. Design optimization
4. In-house product testing facility
d) Expenditure on R&D:
|1. Capital ||: ||FY: 2015-16 : NIL |
| || ||PY: 2014-15 Rs. 1.31 Lac |
|2. Recurring ||: ||FY: 2015-16 : Rs. 103. 54 Lac |
| || ||PY: 2014-15 Rs. 110.28 Lac |
|3. Total ||: ||FY: 2015-16 : Rs. 103. 54 Lac |
| || ||PY: 2014-15 Rs. 111.59 Lac |
|4. Total R&D as a percentage of Total turnover || ||FY 2015-16 2.54% PY 2.88% |
Technology absorption adaption and innovation:
a) Efforts in brief made towards technology absorption adaption and innovation:
We made effort to absorb the new technology in above mentioned area learned reliabilityestimation data collection and use of collected data.
b) Benefits derived as a result of the above efforts eg. Product improvement costreduction product development import substitution etc:
Used the reliability estimation technique to estimate the reliability of stud type camfollowers and further used for product improvement.
c) In case of imported technology (imported during the last 5 years reckoned from thebeginning of the Financial year) following information may be furnished: Notapplicable
d) Foreign Exchange earnings and outgo:
Total Foreign Exchange earnings : FY 2015-16 Rs. 942.15 Lac PY: Rs. 935.87 Lac
Total Foreign Exchange outgo : FY 2015-16 Rs. 448.58 Lac PY: Rs. 934.95 Lac
| ||For and on behalf of Board of Directors |
| ||T. S.Sahney ||D.S.Sahney |
| ||Chairman ||Managing Director |
| ||(00003873) ||(00003956) |
|Place: Mumbai || || |
|Date: May 27 2016 || || |
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto
1. Details of contracts or arrangements or transactions not at arms length basis:All the transactions were at arm`s length during the period under review.
2. Details of material contracts or arrangement or transactions at armslength basis:
(a) Name(s) of the related party and nature of relationship:
|SN ||Nature of relationship ||Names of related parties |
|(a) ||Entity on which the Company can exercise significant influence ||NRB-IBC Bearings Private Limited |
|(b) ||Key Management Personnel (KMP) ||Mr. Devesh S. Sahney - Managing Director |
|(c) ||Relative of Key Management Personnel ||Mr. Trilochan S. Sahney - Chairman; |
| || ||Mrs. H. S. Zaveri - Director |
|(d) ||A Company over which relatives of KMP are able to exercise significant influence. ||NRB Bearings Limited |
| || ||NRB Bearings (Thailand) Limited |
(b) Nature of contracts/arrangements/transactions: Ongoing business transactions.
(c) Duration of the contracts / arrangements/transactions: As per businessrequirements pre-approval from audit committee taken on quarterly basis.
(d) Salient terms of the contracts or arrangements or transactions including thevalue if any: Not Applicable
(e) Date(s) of approval by the Board if any: Each Quarter approval as pertransactions entered.
(f) Amount paid as advances if any: Not applicable.
| ||For and on behalf of Board of Directors |
| ||T. S.Sahney ||D.S.Sahney |
|Place: Mumbai ||Chairman ||Managing Director |
|Date: May 27 2016 ||(00003873) ||(00003956) |
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
Company does not have any Subsidiaries as on March 31 2016 hence Part A is NotApplicable.
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
|Name of associates/Joint Ventures ||NRB-IBC Bearings Private Limited |
|1. Latest audited Balance Sheet Date ||31.03.2015 |
|2. Shares of Associate/Joint Ventures held by the company on the year end No. of shares held ||4200000 |
|Amount of Investment in Associates/Joint Venture @ face value of Rs. 10/- each share ||Rs. 42000000 |
|Extend of Holding% ||35% |
|3. Description of how there is significant influence ||35% shareholding of NIBL and 35% shares held by Mr. T.S.Sahney director of NIBL and forming part of promoter group of NIBL shareholding. |
|4. Reason why the associate/joint venture is not consolidated ||As per Rule 4A notified in September 2015 relating to Companies (Accounts) Second Amendment Rules 2015 states that the items contained in the financial statements shall be prepared in accordance with the definitions and other requirements specified in the Accounting Standards or the Indian Accounting Standards as the case may be. |
| ||Hence consolidation not required. |
|5. Net worth attributable to shareholding as per latest audited Balance Sheet as on March 31 2015. ||Rs. 174.27 Lac |
|6. Profit/Loss for the year ||(Rs. 376.30) Lac |
|i. Considered in Consolidation ||- |
|ii. Not Considered in Consolidation ||- |
1. Names of associates or joint ventures which are yet to commence operations: NotApplicable
2. Names of associates or joint ventures which have been liquidated or sold during theyear: Not applicable
| ||For and on behalf of Board of Directors |
| ||T. S.Sahney ||D.S.Sahney |
|Place: Mumbai ||Chairman ||Managing Director |
|Date: May 27 2016 ||(00003873) ||(00003956) |
VIGIL MECHANISM /WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour. Any actual or potential violation of the Code howsoeverinsignificant or perceived as such would be a matter of serious concern for the Company.The role of the employees in pointing out such violations of the Code cannot beundermined. There is a provision under the Code requiring employees to report violationswhich states:
Section 177 (9) of the Companies Act 2013 mandates the following classes of companiesto constitute a vigil mechanism
a) Every listed company; and
b) Every other company which accepts deposits from the public;
c) Every company which has borrowed money from banks and public financial institutionsin excess of Rs. 50 crore.
Further Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 between listed companies and the Stock Exchanges has been recentlyamended which inter alia provides for a mandatory requirement for all listed companiesto establish a mechanism called the Whistleblower Policy for directors andemployees to report concerns of unethical behaviour actual or suspected fraud orviolation of the Companys code of conduct.
Accordingly this Whistleblower Policy ("the Policy") has been formulatedwith a view to provide a mechanism for directors and employees of the Company to approachthe Chairman of the Audit Committee of the Company.
The definitions of some of the key terms used in this Policy are given below.
a. "Audit Committee" means the Audit Committee constituted by theBoard of Directors of the Company in accordance with Section 177 of the Companies Act2013 and read with Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015.
b. "Employee" means every employee of the Company including thedirectors in the employment of the Company.
c. "Investigators" mean those persons authorised appointed consultedor approached by the Chairman of the Audit Committee and includes the auditors of theCompany and the police.
d. "Disclosure" means any communication made in good faith thatdiscloses or demonstrates information that may evidence unethical or improper activity.
e. "Subject" means a person against or in relation to whom a ProtectedDisclosure has been made or evidence gathered during the course of an investigation.
f. "Whistleblower" means an Employee making any Disclosure under thisPolicy.
a. The Whistleblowers role is that of a reporting party with reliableinformation. They are not required or expected to act as investigators or finders offacts nor would they determine the appropriate corrective or remedial action that may bewarranted in a given case.
b. Whistleblowers should not act on their own in conducting any investigativeactivities nor do they have a right to participate in any investigative activities otherthan as requested by the Chairman of the Audit Committee or the Investigators.
c. Disclosure will be appropriately dealt with by the Chairman of the Audit Committeeas the case may be.
All Employees of the Company are eligible to make Disclosures under the Policy inrelation to matters concerning the Company.
5. Disqualifications a. While it will be ensured that genuine Whistleblowers areaccorded complete protection from any kind of unfair treatment as herein set out anyabuse of this protection will warrant disciplinary action. b. Protection under this Policywould not mean protection from disciplinary action arising out of false or bogusallegations made by a Whistleblower knowing it to be false or bogus or with a mala fideintention. c. Whistleblowers who make three or more
Disclosures which have been subsequently found to be mala fide or reported otherwisethan in good faith will be disqualified under this Policy. In respect of suchWhistleblowers the Company/Audit Committee would reserve its right to take/recommendappropriate disciplinary action.
a. All Disclosures concerning matters should be addressed to the Chairman of the AuditCommittee of the Company for investigation. The Chairman of the Audit Committee of theCompany is Mr. Manish Chokshi.
b. If a disclosure is received by any executive of the Company other than Chairman ofAudit Committee the same should be forwarded to the Chairman of the Audit Committee forfurther appropriate action. Appropriate care must be taken to keep the identity of theWhistleblower confidential.
c. Disclosures should preferably be reported in writing so as to ensure a clearunderstanding of the issues raised and should either be typed or written in a legiblehandwriting in English Hindi or Marathi.
d. The Disclosure should be forwarded by the Chairman of the Audit Committee to theInvestigators for investigation.
e. Disclosures should be factual and not speculative or in the nature of a conclusionand should contain as much specific information as possible to allow for proper assessmentof the nature and extent of the concern and the urgency of a preliminary investigativeprocedure.
f. The Whistleblower must disclose his/her identity in the covering letter forwardingsuch Protected Disclosure. Anonymous disclosures will not be entertained as it would notbe possible to interview the Whistleblowers.
a. All Disclosures reported under this Policy will be thoroughly investigated by theChairman of the Audit Committee of the Company who will investigate / oversee theinvestigations under the authorization of the Audit Committee. If any member of the AuditCommittee has a conflict of interest in any given case then he/she should excuse itselfand the other members of the Audit Committee should deal with the matter on hand.
b. The Chairman of the Audit Committee may at its discretion consider involving anyInvestigators for the purpose of investigation. frivolous baseless malicious
c. The reporting from decision further to conduct Disclosures an investigation taken bythe Chairman of the Audit Committee is by itself not an accusation and is to be treated asa neutral fact-finding process. The outcome of the investigation may not support theconclusion of the Whistleblower that an improper or unethical act was committed.
d. The identity of a Subject will be kept confidential to the extent possible given thelegitimate needs of law and the investigation.
e. Subjects will normally be informed of the allegations at the outset of a formalinvestigation and have opportunities for providing their inputs during the investigation.
f. Subjects shall have a duty to co-operate with the Chairman of the Audit Committee orany of the Investigators during investigation to the extent that such co-operation willnot compromise self-incrimination protections available under the applicable laws.
g. Subjects have a right to consult with a person or persons of their choice otherthan the Investigators and/or members of the Audit Committee and/ or the Whistleblower.Subjects shall be free at any time to engage counsel at their own cost to represent themin the investigation proceedings.
h. Subjects have a responsibility not to interfere with the investigation. Evidenceshall not be withheld destroyed or tampered with and witnesses shall not be influencedintimidated by the Subjects.
i. Unless there are compelling reasons not to do so Subjects will be given theopportunity to respond to material findings contained in an investigation report. Noallegation of wrongdoing against a Subject shall be considered as maintainable unlessthere is good evidence in support of the allegation.
j. Subjects have a right to be informed of the outcome of the investigation. Ifallegations are not sustained the Subject should be consulted as to whether publicdisclosure of the investigation results would be in the best interest of the Subject andthe Company.
k. The investigation shall be completed normally within 45 days of the receipt of theDisclosure.
a. No unfair treatment will be meted out to a Whistleblower by virtue of his/her havingreported any Disclosure under this Policy. The Company as a policy condemns any kind ofdiscrimination harassment victimization or any other unfair employment practice beingadopted against Whistleblowers. Complete protection will therefore be given toWhistleblowers against any unfair practice like retaliation threat or intimidation oftermination/suspension of service disciplinary action transfer demotion refusal ofpromotion or the like including any direct or indirect use of authority to obstruct theWhistleblowers right to continue to perform his/her duties/functions includingmaking further Protected Disclosure. The Company will take steps to minimize difficultieswhich the Whistleblower may experience as a result of making the Protected Disclosure.Thus if the Whistleblower is required to give evidence in criminal or disciplinaryproceedings the Company will arrange for the Whistleblower to receive advice about theprocedure etc.
b. A Whistleblower may report any violation of the above clause to the Chairman of theAudit Committee who shall investigate into the same and recommend suitable action to themanagement.
c. The identity of the Whistleblower shall be kept confidential to the extent possibleand permitted under law. Whistleblowers are cautioned that their identity may become knownfor reasons outside the control of the Chairman of the Audit Committee (e.g. duringinvestigations carried out by Investigators).
d. Any other Employee assisting in the said investigation shall also be protected tothe same extent as the Whistleblower.
a. Investigators are required to conduct a process towards fact-finding and analysis.Investigators shall derive their authority and access rights from the Audit Committee whenacting within the course and scope of their investigation.
b. Technical and other resources may be drawn upon as necessary to augment theinvestigation. All Investigators shall be independent and unbiased both in fact and asperceived. Investigators have a duty of fairness objectivity thoroughness ethicalbehavior and observance of legal and professional standards.
c. Investigations will be launched only after a preliminary review which establishesthat:
i. the alleged act constitutes an improper or unethical activity or conduct and
ii. either the allegation is supported by information specific enough to beinvestigated or matters that do not meet this standard may be worthy of managementreview but investigation itself should not be undertaken as an investigation of animproper or unethical activity.
If an investigation leads the Chairman of the Audit Committee to conclude that animproper or unethical act has been committed it shall recommend to the management of theCompany to take such disciplinary or corrective action as the it deems fit. that anydisciplinary or corrective action initiated against the Subject as a result of thefindings of an investigation pursuant to this Policy shall adhere to the applicablepersonnel or staff conduct and disciplinary procedures.
The Chairman of Audit Committee should give a report on the Disclosuresreceived/referred together with the results of investigations if any to the Board ofDirectors.
12. Retention of documents
All Disclosures in writing or documented along with the results of investigationrelating thereto shall be retained by the Company for a minimum period of seven years.
The Company reserves its right to amend or modify this Policy in whole or in part atany time without assigning any reason whatsoever. However no such amendment ormodification will be binding on the Employees and directors unless the same is notified tothe Employees and directors in writing.
Particulars of Employees Pursuant To Section 134(3) (q) And Section 197 (12) of TheCompanies Act 2013 Read With Rule 5(1) Of The Companies (Appointment And Remuneration OfManagerial Personnel) Rules 2014.
|Requirements of Rule 5(1) || ||Details |
|(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; ||: ||Mr. Trilochan Singh Sahney - N.A. |
| || ||Mr. Devesh Singh Sahney - 40 : 1 |
| || ||Mr. Harshbeena Zaveri - N.A. |
|(ii) the percentage increase in remuneration of each Director Chief Financial Officer Chief Executive if any in the financial year; ||: ||Directors: |
| || ||Mr. Trilochan Singh Sahney - N.A |
| || ||Mr. Devesh Singh Sahney - 10.78% |
| || ||Mr. Harshbeena Zaveri - NA |
| || ||Key Managerial Personnel : Nil |
|(iii) the percentage increase in the median remuneration of employees in the financial year; ||: ||13.74% |
|(iv) the number of permanent employees on the rolls of company; || ||280 employees as on 31.03.2016 |
|(v) the explanation on the relationship between average increase in remuneration and company performance; ||: ||Increments are given to employees as part of retention strategy and to offset the inflation. |
|(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company; ||: ||Company has incurred losses and no increase in KMP remuneration hence not applicable. |
|(vii) variations in the market capitalisation of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the company as at the close of the current financial year and previous financial year; ||: || ||As on 31.03.2015 ||As on 31.03.2016 |
| || ||Share price: || || |
| || ||BSE ||Rs. 40.75 ||Rs. 44.50 |
| || ||NSE ||Rs. 40.95 ||Rs. 44.75 |
| || ||P/E Ratio || || |
| || ||BSE ||(5.03) ||(5.27) |
| || ||NSE ||(5.05) ||(5.30) |
| || ||Company has so comparison have not been made of current share price with public offer price as in past three years since De-Merger there were no such events. |
| || ||The Companys shares are listed on Bombay Stock Exchange and National Stock exchange. |
| || ||Pursuant to the approval of the members through postal ballot / e-voting on 12th March 2016 for allotment of Redeemable Cumulative Non-convertible Preference shares were issue to Mr. Trilochan Singh Sahney of Rs. 10 Cr during the financial period. |
|(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; ||: ||NA |
|(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; ||: ||Same as in (vi) above |
|(x) The key parameters for any variable component of remuneration availed by the directors; ||: ||Employees are paid component in anybodys salary |
|(xi) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; ||: ||The Managing Director is the highest paid director. |
| || ||No employee received remuneration higher than Managing Director. |
|(xii) affirmation that the remuneration remuneration policy of the company. ||: ||Remuneration is as per paid during the the year ended March 31 2016 is as per the Remuneration Policy of the Company |