NRB Industrial Bearings Ltd.
|BSE: 535458||Sector: Engineering|
|NSE: NIBL||ISIN Code: INE047O01014|
|BSE 00:00 | 15 Nov||23.75||
|NSE 00:00 | 16 Nov||23.80||
|Mkt Cap.(Rs cr)||58|
|Mkt Cap.(Rs cr)||57.59|
NRB Industrial Bearings Ltd. (NIBL) - Director Report
Company director report
To The Members
NRB Industrial Bearings Limited
Mumbai 400 001
The directors submit annual report of NRB Industrial
Bearings Limited (the "Company" or "NIBL") alongwith the audited financial statements for the financial year (FY) ended March 31 2018.Consolidated performance of the Company and its associates has been referred to whereverrequired.
1. Financial Overview:
a . A summary of the Company's Financial Performance during theFinancial Year:
(Rs. in Lakhs)
This report of Directors along with its Annexures ManagementDiscussion and Analysis Report Corporate Governance Report Financial Statements alongwith their Notes are prepared for the period April 1 2017 to March 31 2018 (hereinafterreferred as financial year).
b. Transfer to Reserves:
No amount has been transferred to reserves due to accumulated losses.
Your Directors do not recommend dividend for the period under reviewdue to losses made during the year
d. Transfer of Unclaimed Dividend to Investor
Education and Protection Fund:
Not applicable as the Company has not declared any dividend in past andneither during the year under review. e. Public Deposits:
Company has not accepted any public deposit and as such no amount onaccount of principle or interest on deposit from public was outstanding as on the date ofthe balance sheet.
f. Disclosure of orders passed by Regulators or Courts or Tribunal: Nosignificant and material orders have been passed by any Regulators or Courts or Tribunalswhich can have an impact on the going concern status and the Company's operations infuture
g. Material changes and commitment if any affecting thefinancial position of the
Company occurred between the ends of the Financial Year to which thisfinancial statements relate and the date of the report:
There was no material changes and commitments affecting the financialposition of the Company occurred between the Financial Year to which this financialstatements relate on the date of this report.
2. Operations Overview Overall: a) Company's Performance:
Your Company's turnover stood at Rs. 4469.27 lakhs for thefinancial year ended March 31 2018 as against Rs. 4279.49 lakhs in the previous year.Company registered the growth of 4 % over previous year.
Domestic Industrial market is showing positive growth in terms ofdemand for engineering products. The first half of 2017-18 was subdued however; demand inindustrial market started improving in second half of the financial year resulting ingrowth.
Export market continues to grow Export turnover of your Company forthe financial year was Rs. 1216.67 lakhs as against previous year Rs. 986.97 lakhsresulting in growth of 23%.
The global economy in 2017 was moderate. However the year 2018-19promises healthy growth of Indian economy which will support the core industrial growthleading to increase in demand of your company's products and expected to accelerategrowth in domestic and export market.
First half of 2017-18 was affected due to demonetization effect and GSTintroduction which was stabilized in second half of the yearthis led to increase indemand for Industrial products. Industrial manufacturers in India are looking atdigitalizing their vertical and horizontal value chain from product development andpurchasing to manufacturing logistics and services.
Apart from investing in new product development Industrial market ismoving to Product and Service offerings. While the focus continues on penetrating thedomestic market Indian manufacturers are also looking forward to reach global market bySales growth and identifying new geographies.
Your company has world class manufacturing facility with fully equippedResearch and Development Center for new product development in order to meet thecompetitive industrial market requirements.
As per government policy more focus on localized critical productunder "Make in India' your Company has enlarged the product range in variety ofbearings to expand the range and fulfill the requirement of industrial customers. Serviceto customers is a critical component for overall business growth in both OEM andDistribution business. Industrial OEM segment is very competitive with on time deliveryrequirements. Expectations from the supplier is to carry inventory and supply Just in
Time (JIT). We are aligning our internal processes to meet customersexpectations.
The focused segments in OEM business are Textile Machine toolMaterial handling Industrial Electrical Industrial Gear Box and Jute segment. Yourcompany has taken steps forward with key account management approach and segment wisestrategies to improve market share in all above key OEM segments.
We are expanding the distribution networkin order to reach eachpotential industrial markets. Your company has initiated the Sub-distribution model toensure the availability of products to all the potential customers on time.
During the year we have focused on segments such as Agriculture JuteTextile Metal Cement Mining and Paper and Pulp to explore new avenues of business.
Your Company organized its 5th Dealer Symposium in April 2018 withevent theme "Accelerating Growth". The Symposium helps strengthening thepartnership and create synergy between the Company and Distribution partners. Highperforming distributors were recognised and felicitated in Dealer Symposium.
This year your company is specifically focusing on
"Brand building". Expanding the product range with developingthe new products based on customer demand enlarge scope of serving the customers to theirsatisfaction and introducing "E-commerce business model".
Your company has participated in exhibitions both at a domestic andinternational level.
Your Company has implemented Customer Relationship Management (CRM) formanaging customer's interactions. We have successfully implemented GST during theperiod under review.
c) Quality Assurance:
Your company is certified with ISO 9001:2015 ISO 14001:2015 OHSAS18001:2007 (EHS). This international certification has enhanced the level of customerconfidence. Our focus is on minimizing environmental impacts and provide safe and healthyworking environment. In order to prevent injury and occupational health hazard thecompany provides training to employees contractual personnel vendors and serviceproviders for effective implementation of EHS requirement.
Your Company focused on strengthening the internal processes forminimizing rejections and improving customer satisfactions by implementing failureprevention control.
As part of the Environmental management System commitment to conserveresources we have converted all street lights to LED lighting system resulting in powersaving.
d) Change in nature of business:
The Company manufactures Bearings for Industrial applications.
There has been no change in the nature of business activities of theCompany during the year under review.
e) Share Capital:
Members have approved in 6th Annual general meeting held on August 32017 for issuance of 20000000 6% Redeemable Cumulative Non-convertible Preferenceshares of Rs.10/- each aggregating to Rs.200000000/- (Rupees Twenty crores only) forterm of 5 years to Mr. Trilochan Singh Sahney under private placement.
Considering the exsiting financial position of the company Company hasaccepted the proposal received from preference shareholder for variation in terms andconditions of issued Preference shares of the company.
Further the revised terms and conditions for entire issued 40000000Preference shares were as mentioned below:
1. Rate of dividend shall be 2%
2. Tenure/ redemption period of Preference issue will be 10 years.
Hence the existing paid up share capital of your Company as on 31stMarch 2018 is Rs. 448461300/- divided into 24230650 Equity Shares of Rs. 2/- eachand 40000000 Preference Shares of Rs. 10/- each.
3. Directors and Key Managerial Personnel:
i. Pursuant to provision of section 149 of Companies Act 2013 (theAct) Mr. Manish Choksi (DIN No.: 00026496)
Mr. Gaurav Motwane (DIN No.: 00746165) and Mr. Ashish Chugani (DINNo.:00009654 ) are the Independent Directors of the company and they have submitteddeclaration that each of them meets the criteria of independence as provided in Section149(6) of the companies Act 2013 and there has been no change in the circumstances whichmay affect their status as independent director during the year. ii. In accordance withthe provisions of the Section
152 of Companies Act 2013 read with applicable Rules Mr. Devesh SinghSahney (DIN:00003956) retires by rotation at the ensuing 7th Annual
General Meeting and being eligible offers himself for are-appointment.
iii. Mr. Kaushal Aggarwal (DIN:00153487) was appointed as Independentdirector in 4th Annual general meeting held on 7th July 2015 for the tenure of fiveconsecutive year. He ceased to be a director of the Company w.e.f. 7th August 2015 hencewith pursuant to Section 161(4) of Companies act 2013 Mr. Gaurav Motwane (DIN: 00746165)was appointed as an Independent Director in casual vacancy w.e.f. 6th November 2015. iv.Pursuant to the provisions of section 203 of Companies Act 2013 the Key managerialpersonnel of the Company are :
1) Mr. Devesh Singh Sahney Managing Director 2) Mr. RatnakarMehendale Chief Financial Officer and 3) Mrs. Ratika Gandhi Company Secretary andCompliance Officer.
There has been no change in the key managerial personnel during theyear.
4. Familiarization Programme for Independent Directors:
The Independent Directors are time to time been provided with detailedunderstanding of business activities of the Company. All Independent Directors are awareabout terms of appointment duties responsibilities and expected time commitments. Eachnewly appointed Independent Director is taken through a formal induction program includingthe presentation from the Managing Director and
Chief financial officer of Company's Manufacturing MarketingFinance and other important aspects and structures of the Company and itsfunctioning's.
5. Evaluation of the Board's Performance:
As per requirement of Section 134(P) of Companies Act 2013 and otherapplicable rules and regulations
Board has a formal mechanism for evaluating its performance annuallybased on the criteria laid down by Nomination and Remuneration Committee which includedattendance contribution at the meetings and otherwise independent judgment safeguardingof minority shareholders interest adherence to Code of Conduct and Business ethicsmonitoring of regulatory compliance risk assessment and review of Internal
Control Systems etc.
The Board carried out annual performance evaluation of the Board ofDirectors its Committees and
Individual Director. The performance of the Board was shared with Boardmembers and suggestions were evaluated in detail. Further the reports on performanceevaluation of the Individual Directors were reviewed by the Chairman of the Board.
Independent directors have meet separately on
29th March 2018.
6. Remuneration Policy:
The Board has framed Nomination and Remuneration policy which isgenerally in line with the existing industry practice and applicable laws and is approvedby the Nomination and Remuneration Committee and the Board. The main objective of the saidpolicy is to ensure that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate the Directors KMP and Senior managementemployees. The remunerations paid to Directors and
KMP`s forms part of Corporate Governance Report wherever applicable.
7. Conservation of Energy Technology Absorption ForeignExchange Earnings And Outgo:
The information pertaining to conservation of energy technologyabsorption Foreign exchange Earnings and outgo as required under Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3)(A)(B)(C) of the Companies (Accounts) Rules2014 is furnished in
Annexure I' and is attached to this Report.
8. Statement Concerning Development And Implementation of RiskManagement Policy of The Company:
The Board has constituted the Risk Management Committee with pursuantto requirements of the
Companies Act 2013 along with applicable Rules and requirements underRegulation 17 (9) of SEBI (Listing Obligation and Disclosures Requirements) Regulations2015 in order to implement and monitor the risk management plan for the Company.
9. Details Of Policy Developed And Implemented By The Company OnIts Corporate Social Responsibility Initiatives:
The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
10. Particulars of Loans Guarantees or Investments Made Under Section186 of Companies Act 2013:
The particulars of loans guarantees and investments given by theCompany in the year 2017-18 as per
Section 186 of Companies Act 2013 is stated in the
Notes to Account which forms part of this Annual Report.
11. Particulars of Contracts or Arrangements made with Related Parties:
a. Related Party Transactions (RPT):
None of the contracts or arrangements with related parties fall underthe scope of Section 188 (1) of
Companies Act 2013 and Section 134(3)(h) of the Act read with rule8(2) of the Companies (Accounts) Rules 2014 are given in Annexure II in FormAOC -2 and ' the same forms part of this report.
There are no materially significant related party transactions made bythe Company with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large or for which approval of theshareholders is required. All related party transactions are in the ordinary course ofbusiness and at arm's length basis which are not material in nature. All relatedparty transactions are with the approval of the Audit Committee and periodically placedbefore the Board for review.
b. Policy on Related Party Transactions:
All Related Party Transactions are presented to the
Audit Committee and the Board. Omnibus approval is obtained for thetransactions which are foreseen and repetitive in nature. A statement of all related partytransactions is presented before the Audit Committee on a quarterly basis specifying thenature value and terms and conditions of the transactions. However the details of thetransactions with Related Party are provided in the Company's financial statements inaccordance with the Indian Accounting Standards.
12 Subsidiaries /Joint Ventures/Associate Companies:
i. The company has framed a Policy for determining materialsubsidiaries. However the Company does not have any subsidiary as defined under CompaniesAct 2013 at present.
ii. Pursuant to section 134 of Companies Act 2013
Read with Rule 8 (5)(iv) during the period of review there were nocompanies which have become or ceased to be its subsidiaries joint ventures or associatecompanies. iii. A statement containing salient features of the financial statements of theCompany's joint venture/associate company in Form AOC-1 is attached to the financialstatements of the Company.Company has complied with the Indian Accounting Standards (IndAS) prescribed under
Section 133 of Companies Act 2013 read with the Companies (IndianAccounting Standards)
Rules 2015 as amended and other accounting principles generallyaccepted in India Accounting for Investments in Associates in Consolidated FinancialStatements and Financial Reporting of Interests in Joint Ventures respectively hencecompany has provide Standalone and Consolidated financials for FY 2017-18.
NRB Industrial Bearings Limited holds 35% equity participation in NRBIBC Bearings Private Limited
(NIBC) which is a joint venture with IBC Industrial
Bearings and Components AG Switzerland. Further with Pursuant to firstproviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts)
Rules 2014 statement containing the financial statement ofsubsidiaries/associate companies/joint ventures is annexed as Annexure III'in form AOC -1. iv. As of March 31 2018 the consolidated results include the working ofthe associate company.
Despite the challenging environment in the Indian economy post GSTNIBC achieved overall sales growth of 56.6% from increased sales volumes from Rs. 744.27lakhs ( previous year) to Rs.
1165.53 lakhs (current year). Domestic turnover has increased by 42%and export turnover has increased by 73% in this current year against previous year. v.NIBC has maiden its cash profit of Rs. 37.49 lakhs in this year. NIBC expects to furthercapitalize on growth opportunities during the current year and enhance profitability withemphasis on improving quality and productivity.
13. Explanation or comments on qualifications reservations or adverseremarks or disclaimers made by the auditors and the practicing company secretary in theirreports and management`s reply for the same.
There are no qualifications in the Statutory Auditors report andSecretarial Auditor Report of the Company during the period of review.
14. Company's policy relating to directors appointment payment ofremuneration and discharge of their duties:
The provisions of Section 178(1) relating to constitution of Nominationand Remuneration Committee are applicable to the Company and have constituted propercomposition of Board and Independent directors for various committees.
The Nomination and Remuneration Policy recommended by Nomination andRemuneration Committee is duly approved and adopted by the Board of Directors. The saidpolicy is annexed to the report as
There is no material pecuniary benefits to Independent directors fromCompany or any Promoter group.
15. Number of Board Meetings Conducted during the year under review:
The Board met 5 (Five) times 2 (two) circular resolutions were pastand 1 (one) meeting of Independent
Directors was held during the financial year details of which aregiven in the Corporate Governance Report which forms part of this Annual Report. Theintervening gap between the Meetings was within the period prescribed under Companies Act2013 and other stock exchange rules and Regulations. Agenda papers were circulated to thedirectors in advance for each meeting. All relevant information as required under ScheduleII of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 wasplaced before the Board from time to time.
16. Cost Compliance Report
Cost audit is not applicable to your company but Companies (CostAccounting Records) Rules 2011 dated. June 03 2011 issued by Ministry of Corporate
Affairs is applicable to the Company and that the Company maintains therecords in prescribed form for the period under review.
17. Disclosure of composition of Audit committee and Vigil mechanismpolicy:
Under provisions of Section 177 of the Companies
Act 2013 read with Rule 6 and 7 of the Companies (Meetings of theBoard and its Powers) Rules The
Audit Committee consists of the following members:
The Company has established a vigil mechanism through the committeethe genuine concerns expressed by the employees and other Directors are taken on recordswhich forms part of annual report as Annexure IV'. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. 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.
18. Internal control system:
The Company has an internal control system and conducts Internal Audit.The scope and authority of the
Internal Audit function is defined by Audit committee. To maintain itsobjectivity and independence the
Internal Audit function reports to the Chairman of the Audit Committeeof the Board. Audit committee evaluates the efficiency and adequacy of internal controlsystems in the Company its compliance with operating systems accounting procedures andpolicies.
Audit committee reviews the suggestions and comments given by InternalAuditors and put in process accordingly
19. Shares :
a. Buy back of securities
The Company has not bought back any of its securities during the yearunder review.
b. Sweat equity
The Company has not issued any Sweat Equity Shares during the yearunder 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. e.Preference Share i) In financial year 2017-18 Company has allotted 2% RedeemableCumulative Non-convertible Preference shares to Mr. Trilochan Singh Sahney under privateplacement for 20000000 (Two Crore) preference shares each having nominal value of Rs.10/- (Ten Only) amounting to Rs. 200000000/-(Rupees Twenty crores only). ii) Furtherthe terms and conditions for existing 40000000 (Four Crore) Preference shares wererevised as mentioned below:
1. Rate of dividend shall be 2%
2. Tenure/ redemption period of Preference issue will be 10 years.
Board has accepted the proposal by reviewing current financialsituation of the Company.
20. Auditors :
There is no adverse remarks made by the Statutory Auditors in theirreport. Notes to the accounts are self-explanatory to comments/observations made by the
Auditors in their report. Hence no separate explanation is given. TheStatutory Auditors of the Company are
M/s. Deloitte Haskins and Sells Chartered Accountants with an ICAIFirm Registration No. ICAI 117365W have audited the Financial Statements of the Companyfor the period April 1 2017 to March 31 2018. The
Statutory Auditors were appointed by the members of the Company at the4th Annual General Meeting of the
Company held on July 7 2015 to audit the Financial Accounts of theCompany. Their term in the office of
Statutory Auditors concludes at the Seventh Annual General Meeting.
Accordingly the tenure of statutory auditors expires on this ensuing7th Annual general meeting hence with pursuant to Section 139 142 and other applicablesections read with Rule 3 45 and 6 of Companies (Audit and Auditors ) Rules 2014Company hereby proposes to re-appoint Deloitte Haskins and Sells (ICAI Firm RegistrationNo. 117365W) Chartered Accountants for their next term of 5 consecutive years subject toapproval of their appointment in the ensuing Seventh Annual General Meeting.
M/s. Deloitte Haskins and Sells have expressed their willingness tocontinue as the Statutory Auditors of the Company in letter dated May 29 2018 and 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 for the financial year 2018-19.
21. Fraud Reporting:
Pursuant to section 134(3) (ca) and section 143 (12) of Companies act2013 read along with all other applicable sections of the and rules read together duringthe year under review no instances of fraud were reported by the Statutory Auditors ofthe Company.
22. Statutory and Material Orders by Regulatory authorities/Courts orTribunals:
Pursuant to Rule 8 (5)(vii) of Company (Accounts) Rules 2014 and otheraplicable section of companies Act 2013 there were no significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany`s operations in future.
23. Secretarial Auditor:
Pursuant to the provisions of section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed AJS and Associates proprietor Mr. Ajit Sharma Practicing Company
Secretary to undertake the Secretarial Audit for the financial year2017-18 of the Company. The report forms part of Annual report as AnnexureV'.
According to the Board of Directors the report does not have anyadverse remark.
24. Particulars of employees :
The statement under Section 134(3) (q) and Section 197 (12) ofCompanies Act 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this
Report as Annexure VI'. 25. Extract of Annual Return :
The extract of Annual Return pursuant to the provisions of Section 92read with Rule 12 of the Companies
(Management and Administration) Rules 2014 MGT-9 is furnished oncompany's website:http://www. nrbindustrialbearings.com/shareholder.php . Note: Theabove is been provided with effect of official notification in Gazette of India byMinistry of Law and Justice Reference no.: New Delhi Wednesday the 3rd January2018/Pausha 13 1939 (Saka).
26. Corporate Governance :
A separate report of the Board of Directors of the Company on CorporateGovernance is included in the
Annual Report and the Certificate from M/s AJS and AssociatesPracticing Company Secretaries confirming compliance with the requirements of CorporateGovernance as stipulated in Schedule V of SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 forms part of Annual report.
27. Management Discussion and Analysis :
The Management Discussion and Analysis Report as required by ScheduleV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 arealready dealt with in various sections of this Report. The Management Discussion andAnalysis Report is separately annexed and forms part of this report.
28. Annexures forming part of this Annual Report :
Statements in this Report Management Discussion and AnalysisCorporate Governance Notice to the Shareholders or elsewhere in this Annual Reportdescribing the Company's objectives projections estimates and expectations mayconstitute forward 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 lookingstatements which may undergo changes in future on the basis of subsequent developmentsinformation or events.
30. Directors Responsibility Statement
Your Directors wish to inform Members that the
Audited Accounts containing Financial Statements for the Financial Year2017-18 are in conformity with the requirements of the Companies Act 2013. Your companyfinancial statements reflect fairly the form and substance of transactions carried outduring the year and reasonably present the financial condition
In terms of provisions of Section 134(3) (c) and Section 134(5) of theCompanies Act 2013 your Directors further confirm as under: i) Preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanation relating to material departures; ii) The directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the financial year and of the profit and loss of the company forthat period;
iii) The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; iv) The directors had prepared the annual accounts on a goingconcern basis;
v) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. vi) The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Internal financial controls and compliance systems established andmaintained by the Company work performed by the internal statutory and secretarialauditors and external consultants including audit of internal financial controls overfinancial reporting by the statutory auditors and the reviews performed by management andthe relevant board committees including the audit committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during FY2017-18.
Your Directors wish to place on records their sincere appreciation toall the Employees of the Company for the efforts efficient work management loyalservices commitment and dedication that developed the culture of professionalism. YourDirectors also thank and express gratitude to the Company's Customers Vendors andInstitutions. Your Directors also wishes to express deep sense of gratitude to all ourBankers
Central and State Governments and their departments and the localauthorities for the continued support.
Your Directors register their sincere appreciation to the shareholdersof the Company for unstinted support and confidence reposed in the management of theCompany.