NRB BEARINGS LIMITED
Your Directors have pleasure in presenting their fifty-sixth Reporttogether with the standalone and consolidated Audited Financial Statements for the yearended March 31 2021.
1. Financial Results
| || |
|Particulars ||31.03.2021 Rs. Lakhs ||31.03.2020 Rs. Lakhs ||31.03.2021 Rs.Lakhs ||31.03.2020 Rs.Lakhs |
|Revenue from operations (Net) ||76240 ||77595 ||73589 ||75196 |
|Profit before tax ||6643 ||4683 ||5211 ||4163 |
|Provision for taxation || || || || |
|Current tax (net) ||1122 ||912 ||889 ||766 |
|Deferred tax ||(49) ||452 ||(51) ||452 |
|Profit after taxation ||5570 ||3319 ||4373 ||2945 |
|Add: Balance brought forward ||29237 ||30313 ||30121 ||31398 |
|Add: Other Comprehensive Income for the year ||348 ||(265) ||342 ||(253) |
|Appropriation: || || || || |
|Dividend ||- ||3295 ||- ||3295 |
|Tax on distributed profits ||- ||681 ||- ||633 |
|General Reserve ||- ||- ||- ||- |
|Debenture Redemption Reserve ||- ||- ||- ||- |
|Capital Redemption Reserve ||- ||- ||- ||- |
|Ind AS-116 ||- ||43 ||- ||41 |
|Profit & Loss Account ||34991 ||29237 ||34836 ||30121 |
Considering the profits for the year under review your directors arepleased to recommend a dividend of 25 per cent (twenty five percent) i.e. Re. 0.50 (fiftypaise only) per equity share of face value Rs. 2.00 each which shall be payable to themembers/beneficial owners as applicable aggregating to Rs. 485 Lakhs.
Transfer to Reserves:
During the year under review an amount of Rs. 1500 Lakhs wastransferred from the Debenture Redemption Reserve to the General Reserve.
3. Material changes and commitments if any affecting the financialposition of the Company
There are no material changes and commitments affecting the financialposition of the Company which have occurred between the close of the financial year onMarch 31 2021 to which the financial statements relate and the date of this Report.
However the COVID-19 pandemic has had an unprecedented impact on thenation the people the economy and the business. During the first wave of the pandemicthe government announced a stringent nation wide lockdown from March 25 2020 to controlthe spread of COVID-19. The operations of the Company across manufacturing sites andsupply chain locations were severely disrupted. The Company moved with speed to supportits stakeholders and maintain operations through crisis and prepare for business in a newnormal. Operations were severely disrupted for the months of April 2020 and May 2020 andstablised during the second half of the year. As at the end of the year under review theCompany was operating at almost full capacity. Even as the economy had started itsrecovery the second wave of the pandemic hit the country in the most lethal andunexpected manner leading to lockdown and stoppage of manufacturing operations. TheCompany's utmost priority has been health safety and well- being of our people andpartners.The Company has rapidly implemented protocols for safe operations. Strictstandards of access control socialdistancing and use of Personal Protection Equipment(PPE) as well as strict hygiene and sanitization procedures are active across all ouroperations and adequate training has been provided to the work force. However compliancewith the restrictions on number of employees and the shift working hours permitted hasresulted in non-optimum capacity utilisation which your Company expects will improve aslockdown conditions are gradually relaxed. All plants and all warehouses of the Companyhave on the date of this report been opened with the requisite government permissions andadherence to highest safety standards.
Lockdown has severely impacted the automobile and the auto componentsector. This sector had been reeling under low demand conditions for the last two fiscaland the lockdown has hit the sector very badly. While we are seeing demand revival in thefarm equipment and off- highway categories and some demand in the export segment the overall demand has contracted to a great extent and the exact time which these categories andthe other segments like Two/ three Wheelers Commercial vehicles and Passenger vehicleswill take to recover fully remains to be seen.
4. State of Company's affairs operations and outlook:
In line with the economy and industry sentiments the revenue fromoperations for your Company decreased by approx. 1.75 per cent. The increase/decline wasnoticed across all segments. During the year under review on a consolidated basis yourCompany recorded net revenue from operations (net of taxes and incentives) of Rs. 76240lakhs as against Rs. 77595 lakhs for the last fiscal. The Company recorded a net profitof Rs. 5570 lakhs an increase of 67.82 per cent over Rs. 3319 lakhs for the lastfiscal.
On a standalone basis your Company recorded net revenue from operations(net of taxes and incentives) of Rs. 73589 lakhs a decrease of 2.14 per cent over Rs.75196 lakhs of the last fiscal. The Company recorded a net profit of Rs. 4373 lakhswith an increase of 48.49 per cent over the net profit of Rs. 2945 lakhs for the lastfiscal.
The COVID -19 pandemic has inflicted high and rising human costsworldwide and the necessary protection measures have severely impacted economic activity.As a result of the pandemic the global economy has contracted sharply at an estimatedaverage 4.9 per cent during the year under review much worse than during the 2008-09financial crisis. As countries implemented necessary quarantines and social distancingpractices to contain the pandemic the world was put in a Great Lockdown. The magnitudeand speed of collapse in activity that followed is unlike anything experienced in ourlifetimes. After having battled one of the biggest recessions it faced in recent memorythere was some cheer for India's economy that recorded a positive-albeit marginal-growthin Q3 FY 2021. The overall economy declined in FY 2021 as COVID-19 containment measureshampered domestic activity and external demand. Moreover the ongoing spread of the virusand snap-back of lockdown measures coupled with fiscal stimulus measures falling wellshort of the mark continue to pose a downside risk to the outlook. India's economicgrowth has fallen from 4.7 per cent in 2019 to -9.6 per cent in 2020 as lockdowns andother containment efforts slashed domestic consumption without halting the spread of thedisease despite drastic fiscal and monetary stimulus. Till recently economic activityseemed to be gathering momentum at a sustainable pace with people demonstrating greaterconfidence in stepping out and spending. Despite a quicker rebound the output levels willremain far below the potential GDP the levels that we would have seen had there been noCOVID-19. When compared to FY 2020 GDP growth in the next fiscal year will be a mere 3.5per cent well below the potential GDP. It will likely take a while for the trajectory toreach the potential. Clearly the scars left by the pandemic on the economy are deep.
Weak domestic demand and a drop in demand from export destinations islikely to hit auto-component manufacturers for the second consecutive year. Replacementdemand fell for the first time in over a decade in FY 2021. This can be attributed tolower movement of vehicles in the initial few months of the year under review. Over theperiod between FY 2016 to FY 2020 automotive components industry registered a CAGR of 6per cent reaching US$ 49.3 billion in FY 2020 with exports growing at a CAGR of 7.6 percent during FY16-FY20 to reach US$ 14.5 billion in FY20. The auto components industryaccounted for 2.3 per cent of India's Gross Domestic Product (GDP) and 25 per cent of itsmanufacturing GDP in 2018-19. As per Automobile Component Manufacturers Association(ACMA) automobile component export from India is expected to reach US$ 80 billion by2026. The Indian auto component industry aims to achieve US$ 200 billion in revenue by2026. Turnover of the automotive components industry stood at Rs. 1.19 lakhs crore (US$15.9 billion) during the first half of FY 2021 registering a decline of 34 per cent overthe first half of the previous year.
The Government of India's Automotive Mission Plan (AMP) has come a longway in ensuring growth for the sector. Indian automobile industry is expected to achieve aturnover of $300 billion by the year 2026 and will grow at a CAGR of 15 per cent from itscurrent revenue of $74 billion. The AMP 2016-26 will help the automotive industry to growand will benefit Indian economy in the following ways:
Contribution of auto industry in the country's GDP will rise toover 12 per cent
Around 65 million incremental number of direct and indirect jobswill be created
End of life Policy will be implemented for old vehicles
Globalizing has opened newer avenues for the transportation industryespecially a shift towards electric electronic and hybrid cars which are deemed moreefficient safe and reliable modes of transportation. Over the next decade this willlead to newer verticals and opportunities for auto-component manufacturers who would needto adapt to the change via systematic research and development.
National Electric Mobility Mission Plan aims at achieving sales of 6-7million units of hybrid and electric vehicles by 2020 onwards. As per ACMA forecastsautomobile component exports from India are expected to reach US$ 80 billion by 2026. TheIndian auto-components industry is set to become the third largest in the world by 2025.Indian auto-component makers are well positioned to benefit from the globalization of thesector as exports potential could increase exponentially in the next decade.
We are gearing up for the 'next normal' as new product lines andindustry dynamics get redefined-
Focus on component categories that could contribute more tovehicle costs as these provide higher margins
Components which are not likely not be replaced with the adventof electric vehicle (EV) and new products for EV and
Expanding our portfolio to serve adjacent industries.
The Company has been rated AA- (negative) for both short term and longterm borrowings and A1+ for commercial paper.
The Company continues to focus on judicious management of its workingcapital. Receivables inventories and other working capital parameters are continuouslymonitored. Driving operational efficiencies and prudence with respect to capitalexpenditure capturing opportunities presented by BS VI norms becoming applicable are theother focus areas for the Company.
a. Public Deposits
The Company has not taken fixed deposits during the year. There are nounclaimed deposits.
b. Non-convertible debentures
During the year the Company has made timely payment of interest on itsdebt obligations in respect of issue of Non-convertible Debentures of Rs. 300000000/-(Rupees Thirty Crores only) amounting to Rs. 28721311/- on September 11 2020. Inrespect of the issue of Non-convertible Debentures of Rs. 200000000/- (Rupees TwentyCrores only) the Company has made timely payment of interest amounting to Rs.18876000/- and duly redeemed the Non-convertible Debentures amounting to Rs.200000000/- (Rupees Twenty Crores only) on June 12 2020.
c. Particulars loans guarantees or investments
As on March 31 2021 the outstanding principal amount from its whollyowned subsidiary NRB Bearings (Thailand) Limited is THB 65.35 million and there is nooutstanding interest as on March 31 2021.
Details of loans guarantees and investments covered under theprovisions of section 186 of the Companies Act 2013 are given in the notes to thefinancial statements.
6. Directors and Key Managerial Personnel
During the year under review Mr. Satish Rangani was appointed as awhole-time Director designated as Executive Director of the Company for a period of 1(one) year with effect from January 24 2021 vide a special resolution passed by theMembers through postal ballot on March 24 2021 (approved by the Board of Directors at itsmeeting held on November 12 2020 upon the recommendation of the Nomination andRemuneration Committee).
Mr. Ashank Desai was appointed as an Independent Director of theCompany on March 30 2016. His first term as an Independent Director ended on March 292021. Considering his active participation and invaluable advice at the board / committeemeetings Mr. Desai has been appointed as an Independent Director for a second term of 5(five) consecutive years vide a special resolution passed by the Members through postalballot on March 24 2021 (approved by the Board of Directors at its meeting held onNovember 12 2020 upon the recommendation of the Nomination and Remuneration Committee).
Mr. Rustom Desai was appointed as an Independent Director of theCompany on January 23 2017. His first term as an Independent Director shall end onJanuary 22 2022. Considering his active participation and invaluable advice at the board/ committee meetings the Nomination and Remuneration Committee has recommended and theBoard has approved his appointment as an Independent Director for a second term of 5(five) consecutive years. Accordingly it is proposed to appoint Mr. Desai as anIndependent Director for a second term of 5 (five) consecutive years with effect fromJanuary 23 2022 and the same has been included in the Notice for the forthcoming AnnualGeneral Meeting. The Company has received a notice under Section 160 of the Companies Act2013 proposing the name of Mr. Desai as a Director of the Company.
Mr. Ravi Teltia was appointed as the Chief Financial Officer of theCompany with effect from April 6 2020.
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013 andRegulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The composition of the Board duly meets the criteria stipulated in Section 152 ofthe Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
In accordance with the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Devesh Singh Sahney retires by rotation and being eligibleoffers himself for re-appointment.
Familiarisation Programme for Independent Directors
In order to familiarize the Independent Directors with the businessthe Company makes a presentation covering nature and scope of business nature of industryin which the Company operates profitability and future scope. Regularly at meetingsupdates are given to the Board by the Company's senior management in areas of operationsindustry and regulatory trends competition and future outlook.The familiarizationprogramme is posted on the website of the Company at www.nrbbearings.com.
The Board has carried out an annual performance evaluation of its ownperformance and that of its Committees and the Directors individually. The manner in whichthe evaluation has been carried out has been explained in the Corporate Governance Report.The process endorsed the confidence of the Directors in the ethical standards of theCompany and its strategies for growth. In the coming year the Board intends to enhancefocus on exploring new drivers for continuing growth.
The Independent Directors have also met separately on March 12 2021.
The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors senior managementand their remuneration. As part of its policy the Company strives to ensure that theremuneration to Directors Key Managerial Personnel (KMP) and senior management involves abalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals. The remunerationpolicy is posted on the website of the Company www.nrbbearings.com. Details ofremuneration paid to Executive Directors and KMP and the Independent Directors form partof the Corporate Governance Report attached to this Report.
During the year 4 (four) Board Meetings were convened and held (detailsin Corporate Governance Report). In view of the COVID-19 pandemic the Ministry ofCorporate Affairs (MCA) vide its notification dated March 24 2020 had provided aone-time relaxation by extending the gap between two board meetings from 120 (one hundredtwenty) days to 180 (one hundred eighty) days. Similarly Securities Exchange Board ofIndia (SEBI) vide its circular dated March 19 2020 had provided relaxation by extendingthe due date of holding board meeting for finalization of financial results within 60(sixty) days from the end of the financial year by 1 (one) month i.e. from May 30 2020to June 30 2020. Accordingly the Board Meeting of the Company was held on June 28 2020there being a gap of 137 (one hundred thirty seven) days from the last board meeting whichwas held on February 11 2020.
The date for the next meeting is fixed in advance at the previousmeeting both for board and committee meetings.
As of March 31 2021 the Company has four subsidiaries viz. SNLBearings Limited NRB Bearings (Thailand) Limited NRB Bearings Europe GmbH and NRBBearings USA Inc. The consolidated results include the working of these subsidiaries.
SNL Bearings Limited (SNL) in which your Company holds 73.45 per centequity has reported profit after tax of Rs. 619 lakhs (previous year Rs. 415 lakhs)higher by 49.16 per cent. Net Sales during the year at Rs. 3647 lakhs are higher byapprox. 6.82 per cent over the previous year. SNL is working on projects to improve itsfinancial results in 2021-22 by enhancing operational efficiencies and scaling upmanufacturing capacities.
NRB Bearings (Thailand) Limited (NRBT) a wholly owned subsidiary hasrecorded higher sales by 4.43 per cent to THB 210 million (approx. Rs. 50 crores)(previous year THB 201 million - approx. Rs. 46 crores). The share of manufacturingrevenues out of total revenues have marginally decreased to THB 177 million (approx. Rs.42 crores) (previous year at THB 178 million) and trading revenues are at THB 33 million(previous year at THB 23 million). Consequently the Company's EBITDA has grown from THB27 million to THB 38 million (approx. Rs. 9 crores). The Company has recorded an increasein profit of almost 248 per cent for the year at THB 16 million (approx. Rs.4 crores) fromTHB 5 million (approx. Rs. 1 crore) in previous year.
NRB Bearings Europe GmbH a wholly owned subsidiary was set up tosupport increasing exports to Europe. The Company provides marketing and customer supportservices. The income during the year is EURO 500581 (approx. Rs. 4 crores) and theresultant profit after tax is EURO 18460 (Rs.16 lakhs).
NRB Bearings USA Inc. a wholly owned subsidiary was set up to supportincreasing exports to North America. The Company provides marketing and customer supportservices. The income during the year is USD 497332 (Rs. 4 crores) and the resultantprofit after tax is USD 29635 (approx. Rs. 22 lakhs).
Pursuant to section 129 (3) read with rule 5 of Companies (Accounts)Rules 2014 details of financial statements of subsidiary companies has been given in Annexure1 (AOC 1) forming part of this statement.
8. Business Risk Management
The Company has in place an enterprise risk management framework toidentify risks and minimize their adverse impact on business and strives to createtransparency which in turn enhances the Company's competitive advantage. The Company hasidentified the risks associated with its operations and an action plan for mitigation hasbeen identified. The Company has also constituted a Risk Management Committee which isresponsible for timely identification and mitigation of business and operational risks.
9. Internal Financial Control Systems and Adequacy
The Company's internal control systems are commensurate with the natureof business the size and complexity of its operations and such internal finance controlswith reference to the Financial Statements are adequate.
10. Conservation of energy technology absorption foreign exchangeearnings and outgo
Information pursuant to Section 134 (3) (m) of the Companies Act 2013and Rule 8 of Companies (Accounts) Rules 2014 has been given in the Annexure 2 formingpart of this report.
11. Industrial Relations/Vigil Mechanism and Whistle Blower Policy
During the year the Company maintained cordial relations with theworkmen's unions at all plants. There was no major issue / dispute between management andUnions at any of the plants of the Company.
Our people approach is reflected in the team work and theimplementation of the number of initiatives involving employees and their families toshare and promote organizational values. Regular training programmes are conducted forimparting understanding of bearings and engineering principles modern manufacturingpractices and attitudinal and behavioral aspects.
The Company has a Vigil Mechanism and Whistle Blower Policy whichprovides for adequate safeguards to employees using such mechanism. It also allows directaccess to the Audit Committee in appropriate cases. Details of the same given in Annexure3 forming part of this report and also are posted on the website of the Companywww.nrbbearings.com.
Your Company hereby affirms that no complaints were received during theyear under the Vigil Mechanism.
12. Safety Health and Environment
The Company is committed to establishing and maintaining safe workingenvironment that promotes good health and high performance of the employees andsimultaneously takes measures to protect the environment. We also ensure that safetybehavior is well demonstrated by our employees while working on the shop floor by usingpersonal protective equipment as required.
Your Company has been accredited with internationally acclaimedcertification viz. ISO 14001:2015 to identify and control environmental impact andconstantly improve the environmental performance; ISO 45001:2018 occupational health andsafety management system; and IATF16949:2016 for Quality Management System.
The commitment towards the environment preservation extends beyondregulatory compliances; ambient air noise levels and waste monitoring through ETP/STPtreatment is being carried out. Initiatives are taken across the Company to conservenatural resources by reduction and recycling of wastes and adherence to emission norms.
During the year there have been numerous initiatives by the Companytowards safety and environment awareness among employees:
1. Awareness on environment preservation and protection through regularmonitoring of environment parameters and employees engagement activities like environmentsensitization programs drawing competitions tree plantation and landscape developmentare undertaken in association with local government bodies and NGOs.
2. "Safety first and always first" is accorded the highestpriority in the Company. The Safety policy inter alia ensures safety of public employeesplant equipment and business associates ensuring compliance with all statutory rules andregulations as an on-going process.
Special initiatives have been taken up such as theme based walkleading and lagging indicators mock drills up-gradation and revamping of firehydrants/protection systems safety training to employees including top managementorganizing safety awareness week reporting of near-miss incidents and first aid acrossthe plant. The Company strives to achieve "Zero-Accident Tolerance".
3. To save energy we have adopted some projects by implementing energyefficient motors which can consume less energy. To minimize the risk with respect to useof LPG gas of 16 MT in bullet storage we have replaced the bullet with manifold at ourChikalthana Plant.
4. To keep track on the health condition of employees we conduct healthcheck program every year which gives us preliminary information about the health of allemployees. We have controlled all hazardous processes which could have impact on thehealth of employees.
5. Water conservation through re-use of waste water and rain waterharvesting at plants-capacity to harvest upto 3.06 crore litres rain water every year toincrease ground water levels.
6. The Company has followed complete Covid safety protocol by:
Strict compliance to S-M-S Rule i.e. Social Distancing - FaceMask - Hand Sanitisation
On-Line Safety Training against COVID-19 given to employees
As a part of the Company's Safety Guidelines - NRB 'No-PanicHelp Guide' NRB 'Office Resumption Guidelines' and NRB 'Safety Protocol for Back to WorkGuidelines' issued to employees
Self-Declaration Form collected from individual employeesthrough online system
Employees were asked to return home on any flu like symptoms andwere advised to take rest and medical consultation
Sufficient availability of Sanitisers and Masks at workplace
Arranging RAT & RTPCR Tests at workplace to ensurecontinuity of work at plants/EC and regular monitoring of SPO2 level and body temperature
7. Strict policy for non-consumption of tobacco and intoxicatingmaterials to protect the mental and physical health of employees. Regular awarenessprograms like "Vyasan Mukti" and "Yoga Classes" conducted to educateemployees to get rid of evils of intoxication and stressful work life and embrace goodhealth and work-life balance.
13. Corporate Social Responsibility
In line with the activities specified in schedule VII relating to theprovisions of sections 135 of the Companies Act 2013 your company has been focusing on:
Promotion of education
Promoting gender equality and empowering women
Employment enhancing vocational skills
Promotion of social business projects including ensuringenvironmental sustainability;
In terms of the above the Company has been contributing for primaryeducation secondary education (study of sciences maths and engineering) and also forimpactful social projects like Antim Prasthan (to redevelop the Worli Smashan Bhumi toprovide dignified funeral and cremation community service).
The Company has continued its support to the Ashoka University which isdevoted to transforming Indian higher education based on the principles ofmultidisciplinary education delivered by exceptional faculty members and providingivy-league quality education at an affordable price. The liberal education helps developintellect nurture critical thinking and provides specialisation with a broader foundationof knowledge. The Company extended further support to Aseema an NGO to encourageexpression and creativity in the children studying in municipal schools in Mumbai and makethe curriculum more meaningful and fun. Aseema's centre at Igatpuri set up for developmentof learning needs of tribal children also provides vocational training to help them joinmainstream society. The Company also extended support to 321 Foundation. They arecurrently present in Hyderabad Bangalore and Mumbai and offer 2 (two) year-long programsto school teachers/ management staff with their training skills to achieve their goal ofcreating model schools. They train teachers through a systematic program with workshopscoaching sessions prestige and motivation events. The Company also continued its supportto the Apprenticeship Project (TAP) which is an education and skilling project which aimsto empower all children in India to realise who they are and achieve what they want to be.
The Company supported Gyan Prakash Foundation which is involved inproviding quality education to children studying in municipal schools in cities and ZillaPanshad run schools in rural areas to fulfill the need of transformation of ruralgovernment schools following the guiding principles of systematic approach being afacilitator and using technology and analytics as an enabler. The Company also supportedRotary Club of Bombay (RCB) which contributes substantially to the community by supportinga number of medical educational environmental and vocational activities that impact thelives of the underprivileged and disadvantaged people in and around Mumbai.The Companycontributed to Goonj through a project which supports many families affected by Cycloneslike Amphan Nisarga and the massive floods across India.
The Annual Report on CSR activities in pursuance of the Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed herewith as Annexure 4.
During the year under review the Company has spent an amount of Rs.191.58 lakhs on CSR projects.
14. Corporate Governance
Pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Management Discussion and Analysis Business Responsibility ReportCorporate Governance Report and Auditors' Certificate regarding compliance of conditionsof Corporate Governance are made part of the Annual Report. Details of Board meetings heldduring the year under review and the composition of the various committees are includedtherein.
The Code of Conduct for Directors and senior management of the Companyas approved by the Board has been affirmed on an annual basis by all the Directors andthe senior management personnel of the Company.
The relevant certification on the various matters specified underRegulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has been done by the Vice Chairman & Managing Director and the Chief FinancialOfficer of the Company.
During the year under review the Company has complied with all theapplicable Secretarial Standards.
All pecuniary relationships or transactions of the Non-ExecutiveDirectors vis-a-vis the Company along with criteria for such payments and disclosures onremuneration of Directors along with their shareholding are disclosed in Form MGT-9 whichforms a part of this Report.
There are no relationships between the Directors inter-se exceptbetween Ms. Harshbeena Zaveri and Mr. Devesh Singh Sahney. Mr. Sahney is the brother ofMs. Harshbeena Zaveri.
Members desirous of receiving the full Report and Accounts of thesubsidiaries will be provided the same on receipt of a written request from them or onsubmission of their e-mail IDs for forwarding documents through electronic mode. This willhelp save considerable cost in connection with printing and mailing of the Report andAccounts. This measure would be in line with the Green initiative for paperlesscommunications. The same shall also be kept for inspection by any members at theregistered office of the Company and of the respective subsidiary Company concerned andshall also be posted on the website of the Company viz.www.nrbbearings.com.
15. Directors' Responsibility Statement
In accordance with Section 134 of the Companies Act 2013 theDirectors state that:
i. in the preparation of annual accounts all applicable accountingstandards have been followed and no material departures have been made from the same;
ii. accounting policies selected were consistently applied. Reasonableand prudent judgements and estimates have been made so as to give a true and fair view ofthe state of affairs of the Company as on March 31 2021 and of the profit of the Companyfor the accounting year ended on that day;
iii. proper and sufficient care for maintenance of adequate accountingrecords has been taken in accordance with the provisions of the Act so as to safeguard theassets of the Company and to prevent and detect fraud and other irregularities;
iv. the Annual Accounts have been prepared on a going concern basis;
v. the internal financial controls to be followed by the Company havebeen laid down and are adequate and were operating effectively;
vi. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and all such systems were adequate and operatingeffectively.
16. Related Party Transactions (RPT)
All RPT that were entered into during the financial year were on anarm's length basis and were in the ordinary course of business. There are no materiallysignificant RPT by the Company with promoters directors key managerial personnel orother designated persons.
All RPT are placed before the Audit Committee as also the Board forapproval. Prior approval of the Audit Committee is obtained on periodic basis fortransactions which are foreseen and repetitive in nature. The compliance of the transferpricing norms in relation to such transactions is certified by the tax advisors.
The policy on RPT as approved by the Board is uploaded on the Company'swebsite. Form AOC 2 for disclosure of particulars of contracts has been enclosed as Annexure5.
17. Auditors Statutory Auditors
Appointment of M/s Walker Chandiok & Co. LLP Chartered Accountantsas statutory auditors was approved at the Annual General Meeting held on August 9 2018for a term of 5 (five) years upto March 31 2023.
Pursuant to the Rules issued by Ministry of Corporate Affairs underCompanies (Cost records and Audit) Amendment Rules 2014 your Company is subject to costaudit during the year and M/s. R. Nanabhoy & Co. Cost Accountants were appointed toundertake the same.
The cost accounts and records of the Company are duly prepared andmaintained as required under Section 148(1) of the Act.
Pursuant to the provisions of section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. U. C. Shukla Practicing Company Secretary to undertake theSecretarial Audit of the Company. The report is annexed as Annexure 6.
Explanation or Comments on disqualifications reservations adverseremarks or disclaimers in the auditors' reports
There have been no disqualifications reservations adverse remarks ordisclaimers in any of the auditors' reports.
18. Extract of Annual Return
The details forming part of the extract of the Annual Return in formMGT 9 is annexed herewith as Annexure 7.
19. Particulars of Employees
The information required pursuant to section 197(12) read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company will be provided upon request. In terms of Section136 of the Act the Report and Accounts are being sent to the members excluding thisinformation.
20. Significant and Material Orders passed by the Regulators or theCourts or the Tribunal
There are no significant and material orders passed by the Regulatorsor the Courts or the Tribunals impacting the going concern status and Company's operationsin future.
21. Change in nature of business
During the year under review there was no change in the nature of thebusiness carried on by the Company.
22. Disclosure under Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013
In accordance with the provisions of the Sexual Harassment of Women atthe Workplace (Prevention Prohibition and Redressal) Act 2013 the Company has set up 6(six) Internal Complaints Committees (ICC) to redress complaints. During the year underreview no complaint was received.
The Directors wish to record their appreciation of the contributionmade by employees at all the levels by their hard work solidarity and support and forthe confidence and loyalty shown by our customers. The Directors also wish to thank theMembers suppliers bankers and all other business associates for the continuous supportgiven by them to the Company and for their confidence in its management.
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For and on behalf of the Board of Directors
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NRB Bearings Limited
| ||Harshbeena Zaveri ||Satish Rangani |
| ||Vice Chairman & Managing Director ||Executive Director |
|Place : Mumbai Date : June 2 2021 || || |