Bimetal Bearings Ltd.
|BSE: 505681||Sector: Engineering|
|NSE: BIMETAL||ISIN Code: INE469A01019|
|BSE 11:00 | 16 Jan||529.85||
|NSE 05:30 | 01 Jan||Bimetal Bearings Ltd|
|Mkt Cap.(Rs cr)||203|
|Mkt Cap.(Rs cr)||202.93|
Bimetal Bearings Ltd. (BIMETAL) - Director Report
Company director report
Your Directors have pleasure in presenting the Fifty Seventh Annual Report covering theoperations for the year ended 31st March 2018 together with the accounts and Auditors'Report thereon.
The demand for the Heavy and Medium Commercial vehicles grew by 11% and the LCV marketgrew by 19%. The tractor demand was also robust for the year. Post GST implementationthere was an increase in the sale and production of vehicles in the above category. Theyear ended with a growth over last year for products. The demand for intermediate and endproducts in the export segment had shown robust demand which contributed in improving theturnover for the year.
The focus on cost reduction measures undertaken with further rationalization of Productand production facilities as planned were implemented and the benefits are seen in theperformance and the results for the current year. The current year has started off withthe same buoyant demand in all segments and it is expected to be sustained during theyear.
Your Directors recommend a dividend of Rs.9/- per share (previous year: Rs.7.50 pershare) on the paid up capital for the financial year ended 31st March 2018. The payment ofdividend is subject to the approval of shareholders at the ensuing Annual General Meeting.
Your Directors have recommended transfer of Rs. 203.81 lakhs to the General Reserve forthe year ended 31st March 2018 increasing the General Reserve to Rs. 13703.81 lakhs.
Consolidated Financial Statements :
The consolidated financial statements of your Company for the financial year 2017-18are 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:
M/s.BBL Daido Private Limited a Joint Venture Company with M/s.Daido Metal CompanyJapan has achieved a turn-over of Rs.73.36 Crores and earned a profit of Rs. 5.76 Croresand Rs. 5.11 Crores before and after taxes respectively for the year 2017-18 as against aturnover of Rs 54.52 Crores and a profit / (loss) before and after tax of (Rs. 6.23Crores) and (Rs. 6.23 Crores) respectively for the previous year 2016-17. M/s. IPL GreenPower Limited an Associate of the Company is yet to commence its commercial production.
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.
The company did not accept any deposits within the meaning of provisions of Chapter V -Acceptance of Deposits by Companies under 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.
Mr.S.Narayanan Whole-time 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 23rd March 2018 passed thenecessary resolutions appointing Mr.A.Krishnamoorthy as the Managing Director of thecompany for a term of 3 (Three) years from 1st April 2018. Further the Directors of theCompany at their meeting held on 14th November 2017 passed the necessary resolutionsreappointing Dr.Sandhya Shaker as an Independent Director of the company for a term of 5(Five) years from 14th November 2017. Necessary approvals from the members have beenobtained through the postal ballot route on 26th May 2018.
M/s. Fraser & Ross Chartered Accountants (Firm Regn. No.: 000829S) are theStatutory Auditors of the Company for the period of 5 years from the conclusion of 56thAnnual General Meeting until the conclusion of the 61st Annual General Meeting.
The Board had appointed M/s.C.S.Hanumantha Rao & Co. (Regn. No.: 000216) as CostAuditors for the financial year 2018-19 to carry out the cost audit of the productsmanufactured by the Company. The remuneration payable to the cost auditors for the year2018-19 is being placed for the approval of the shareholders. The Cost Audit report forthe financial year 2016-17 was filed in the MCA Website on 11th October 2017..
M/s.Gopalaiyer & Subramanian Chartered Accountants Coimbatore are the InternalAuditors of the Company for the year 2018-19.
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 2018. TheSecretarial Audit Report is attached as Annexure-E to this Report.
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 therequired policies and the policies wherever mandated are up-loaded on the company'swebsite under the web-link http:www.bimite.co.in.policies.
Change in the nature of business material changes and commitments affecting thefinancial position:
There were no changes in the nature of the business of the company. There were nomaterial changes in the commitments affecting the financial position of the Companybetween the end of the financial year (i.e. 31st March 2018) and the date of this report(i.e. 30th May 2018). There were no significant and material orders passed by Regulatorsor Courts or Tribunals 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 2018 6 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 2018 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 2017-18 which were in conflictwith the interest of the Company. The details of the transactions with related parties aregiven in the financial statements in Note No.36 of the financial statements.
The Company has constituted a Risk Management Committee. The Committee takes care ofthe external and internal risks 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.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 Independent Directors at their meeting held on 15th February 2018 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
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-C 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 2018.
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.13.70lacs was spent towards Corporate Social Responsibility obligations and the details ofwhich are provided in the Annexure-D to this Report.
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 2018 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 2010to the credit of the Investor Education and Protection Fund during the year under reviewwell before their respective due dates. The shares on which dividend / corporate actionremained unclaimed for a period of seven years were also transferred to the designatedaccount of the Investor Education and Protection Fund.
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.