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NRB Industrial Bearings Ltd.

BSE: 535458 Sector: Engineering
NSE: NIBL ISIN Code: INE047O01014
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OPEN 21.05
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VOLUME 2462
52-Week high 27.00
52-Week low 4.35
P/E
Mkt Cap.(Rs cr) 53
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NRB Industrial Bearings Ltd. (NIBL) - Director Report

Company director report

To

The Members

NRB Industrial Bearings Limited

Mumbai-400 001

The Directors submit this 9th Annual Report of NRB Industrial BearingsLimited (the "Company" or "NIBL") along with the Audited FinancialStatements for the Financial Year (FY) ended March 31 2020. Consolidated performance ofthe Company and its Associates has been referred to wherever required.

1. Financial Overview:

a . A summary of the Company's Financial Performance during the Financial Year:

(Rs. in Lakhs)
Particulars For the Financial Year ended March 312020 For the Financial Year ended March 31 2019
Revenue from Operations 4320.98 5806.01
EBITA (265.15) 284.74
Loss before Exceptional items and Tax (1890.52) (1398.49)
Exceptional Items - -
Loss Before Tax (1890.52) (1398.49)
Tax Expenses - -
Loss after Tax (1890.52) (1398.49)
Other Comprehensive Income 50.96 9.83
Total Comprehensive Income (1941.48) (1408.32)
Earnings Per Share (7.80) (5.77)

This report of the Board of Directors along with its Annexures Management Discussionand Analysis Report Corporate Governance Report Financial Statements along with theirNotes are prepared for the period from April 1 2019 to March 31 2020 (hereinafterreferred as "financial year").

b. Transfer to Reserves:

In view of the losses incurred no amount has been transferred to reserves during theyear under review.

c. Dividend:

In view of the losses incurred your Directors do not recommend any dividend for theyear under review.

d. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Not Applicable as Company has not declared any dividend in past neither during theyear.

e. Public Deposits:

Your Company has not accepted or renewed any deposits under Chapter V of the CompaniesAct 2013 read with Companies (Acceptance of Deposit) Rules 2014 during the FinancialYear 2019-2020.

f. Loan From Directors

During the Financial Year 2019-20 the Company has accepted loans from the directors ofthe Company for which the Company has received the declaration that the said loan is notfrom the borrowed funds.

g. Disclosure of orders passed by Regulators or Courts or Tribunal:

There were no significant and material orders passed by any Regulators or Courts orTribunals during the financial year ended March 31 2020 impacting the going concernstatus and Company's operations in future.

h. Material changes and commitment if any affecting the financial position of theCompany:

There has been no material change/commitment affecting the financial position of theCompany during the period from the end of the financial year on 31st March2020 to the date of this Report.

2. Operational Overview:

Overall business trends in 2019 were on downturn due to a reduction in domestic demandand global turmoil. Companies are trying to have their stand for sustainability in suchtangible crisis which has created the disruption in the market your company is trying tomaintain its continuity in the business as a coping mechanism.

Last quarter of financial year 2019-20 revealed the positive indication in terms ofdemands from domestic market. With the outbreak of COVID-19 in March 2020 possibility ofimprovement in Q1 in 2020-21 looks challenging.

Your company has a world class manufacturing facility with fully equipped Research andDevelopment Centre for new development to meet the customers' expectations.

Your company is optimistic about growth plan and expending the wings to reach thecustomers and provide cost effective Engineering & Bearing solutions. In continuationof last year focus is to expand the distribution network and addition of new OEMcustomers with expanding our product portfolio.

The export business focus is to add new dimensions in your company's export business byexpanding geographical reach.

Your company's growth strategy is to focus specific OEM segment like Textile MaterialHandling Agriculture Industrial Electrical and Industrial Transmission to take forwardour solution offerings. Your company is expanding distribution network in order to reacheach potential customer in industrial market with focus on segments such as AgricultureJute and Textile Metal Cement and mining.

Dealers Symposium:Your Companyhad organized its 6th Dealer Symposium inApril 2019 with Theme of "Let's Run Together".The symposium helps creating theteam bonding and synergy. High performing distributors were recognized and felicitated inDealer Symposium.

Your company has participated in exhibition both at Domestic and International level.

This year your company specifically focused on "Value Creation" for NIBLbrand. We improved our brand acceptability with value addition in terms of our pricingpolicy.

The market is very unpredictable but company is trying to understand the new graduallyevolving dynamics of the market.

In current crisis situation most of the employees were working from home which provedto be support system for maintaining the continuity in business in such limited resources.The Company is on experimental mode to try new avenues with help of technology in thisdigital era.

a) Financial Results:

Your Company's turnover stood at Rs. 4168.92 lakhs for the financial year ended March31 2020 as against Rs. 5609.46 lakhs in the previous year. Company registered fall ingrowth of 25.68% over previous year.

Export turnover of your Company for the financial year was Rs. 1426.68 lakhs as againstprevious year Rs. 1601.35 lakhs.

b) State of Company's Affairs and Business Review:

The details of the Company's affairs including its operations are more specificallygiven in the Management Discussion and Analysis Report which forms part of this AnnualReport.

c. Change in the nature of business:

The Company manufactures bearings for industrial applications. There has been no changein the main nature of business activities of the Company during the financial year underreview.

d. Change in Share Capital :

a) Increase in the Authorized Share Capital:

During the financial year the authorized share capital of the Company has beenincreased from Rs. 650000000/- (Rupees Sixty Five Crores only) divided into 25000000equity share of Rs 2/- each and 60000000 preference shares of ' 10/- each to Rs.850000000/- (Rupees Eighty Five Crores only) divided into 25000000 equity shares ofRs. 2/- each and 80000000 preference shares of ' 10/- each.

b) Issue and Allotment of Preference shares to Mr. Devesh Singh Sahney (DIN: 00003956)Chairman and Managing Director of the Company:

During the year the Company allotted 26500000 Cumulative Redeemable Non-ConvertiblePreference shares of a face value of Rs. 10/- each for an amount aggregating to Rs.265000000/- (Rupees Twenty Six Crores Fifty Lakh only) to Mr. Devesh Singh Sahney (DIN:00003956) Chairman and Managing Director.

During the financial year other than aforesaid the Company has neither issued anyshares nor has granted stock options or sweat equity.

3. Directors and Key Managerial personnel:

The year under review saw the following changes in

the Composition of Board of Directors CBoard').

Inductions to the Board:

a) Upon the recommendation of the Nomination and Remuneration Committee at its meetingheld on October 7 2019 the Board of Directors of the Company at their meeting appointedMrs. Aarti Devesh Sahney (DIN: 08579914) as an Additional (Non-Executive) Director of theCompany subject to approval of members at 9th Annual General Meeting of theCompany. The Board recommends to the members the approval of appointment of Mrs. Sahneyas a Director of the Company. The resolution for confirming the appointment of Mrs.Sahney as Director of the Company forms part of the Notice convening the 9thAnnual General Meeting.

b) Upon the recommendation of Nomination and Remuneration Committee at its meeting heldon June 16 2020 the Board of Directors of the Company at their meeting of even dateappointed Mr. Ashish Chhugani (DIN: 00009654) as an Additional Director in the category ofIndependent Director of the Company subject to approval of members at 9thAnnual General Meeting of the Company. The Board recommends to the members the approvalof appointment of Mr. Chhugani as an Independent Director of the Company. The resolutionfor confirming the appointment of Mr. Chhugani as Independent Director of the Companyforms part of the Notice convening the 9th Annual General Meeting.

Re-appointments:

c) In accordance with the provisions Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Devesh Singh Sahney (DIN: 00003956) is liableto retire by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. Your Directors recommend reappointment of Mr. Devesh SinghSahney (DIN: 00003956) Chairman & Managing Director of the Company liable to retireby rotation in ensuing annual general meeting.

The necessary resolution for re-appointment of Mr. Devesh Singh Sahney forms part ofthe notice convening the ensuing 9th Annual General Meeting.

Cessation:

d) During the year Mrs. Harshbeena Zaveri (DIN: 00003948) Director and Mr. GauravMotwani (DIN: 00746165) the Independent Director of the Company had tendered theirresignations w.e.f. August 7 2019 and June 16 2020 respectively. The Board of Directorsof the Company records its deep appreciation for the valuable contributions and guidanceprovided by Mrs. Harshbeena Zaveri and Mr. Gaurav Motwani during their noteworthyassociation with the Company.

e) Mr. Manish Choksi (DIN: 00026496) the Independent Director of the Company was beenappointed for a term of 5 (five) years on July 7 2015. He has not seeks re-appointmentand hence he shall be ceased to be the Independent Director of the Company w.e.f. July 62020.

f) During the year Mr. Ratnakar Mehendale the Chief Financial Officer of the Companyretired from the Company w.e.f. February 4 2020 and based on the recommendation of theAudit Committee and the Nomination and Remuneration Committee the Board of Directors ofthe Company at its meeting held on February 4 2020 appointed Mrs. Gulestan Kolah as theChief Financial Officer of the Company w.e.f from February 5 2020.

g) Pursuant to Section 203 of Companies Act 2013 the Key managerial personnel's (KMPs)of the Company are:

• Mr. Devesh Singh Sahney Chairman and Managing Director

• Mrs. Gulestan Kolah Chief Financial Officer

• Mrs. Ratika Gandhi Company Secretary and Compliance Officer

h) All the Independent Directors have furnished declaration in accordance with theprovisions of Section 149 (7) of the Companies Act 2013 regarding meeting the criteria ofindependence as provided under Section 149 (6) read with Regulation 16 (1) (b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

4. Familiarization Program for Independent Directors:

As required by the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and the provisions of the Companies Act 2013the Board has framed a Familiarization Program for the Independent Directors of theCompany in order to update them with the nature of industry in which the Company operatesand business model of the Company in order to familiarize them with their roles rightsresponsibilities etc. The details of the above mentioned Familiarization Program isuploaded on the website of the Company www.nrbindustrialbearings.com.

Each newly appointed Independent Director is taken through a formal induction programincluding the presentation from the Managing Director and Chief financial officer ofCompany's Manufacturing Marketing Finance and other important aspects and structures ofthe Company and it's functioning.

5. Board Evaluation:

As per requirement of section 134(3)(p) of the Companies Act 2013 read with Rule 8 (4)of Companies (Accounts) Rules 2014 and other applicable rules and regulations the Boardhas a formal mechanism for evaluating its performance annually based on the criteria laiddown by Nomination and Remuneration Committee which included attendance contribution atthe meetings and otherwise independent judgment safeguarding of minority shareholdersinterest adherence to Code of Conduct and Business ethics monitoring of regulatorycompliance risk assessment and review of Internal Control Systems etc.

The Board carried out annual performance evaluation of the Board of Directors itsCommittees and Individual Directors. 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 andbased on the evaluation necessary changes in processes and policies were suggested forhaving an effective Board.

6. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

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 in 'AnnexureI' to this Report.

7. Business Risk Management:

The Company has formulated and implemented a Risk Management policy in accordance withthe provisions of the Companies Act 2013 in order to address the business risksassociated with the Company. Further the Company has adopted the risk management system atvarious levels which inter alia covers business risk statutory compliances andenvironmental risk.

The Risk Management system is continuously reviewed at appropriate level and correctivemeasures were taken wherever required. The Company has taken adequate insurance policiesto mitigate different kinds of risk. The Company periodically reviews the risk managementpractices and actions deployed by the management with respect to the identificationimpact assessment monitoring mitigation and reporting of key risks while trying toachieve its business objectives.

8. Corporate Social Responsibility (CSR):

The provisions of the Section 135 read with Schedule VII of Companies Act 2013 are notapplicable to the Company and hence the Company has neither developed any CSR Policy andnor implemented any CSR activities during the year.

9. Particulars of Loans Guarantees or Investments:

Details of loans guarantees and investments covered under Section 186 of the CompaniesAct 2013 are stated in the notes to accounts of Financial Statements forming part ofthis Annual Report.

10. Related Party Transactions (RPTs):

The contracts or arrangements with related parties which fall under the scope ofSection 134 (3)(h) and section 188 (1) of the Companies Act 2013 read with rule 8(2) ofthe Companies (Accounts) Rules 2014 are given in 'Annexure II' in Form AOC -2 andthe same forms part of this Annual Report.

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. Further the details of the transactions with Related Party are providedin the Company's financial statements in accordance with the Accounting Standards.

The policy on RPTs is hosted on the Company's website at www.nrbindustrialbearings.com.

11. Performance of Joint Ventures/Associate Companies:

As on March 31 2020 the Company has two Associate Companies viz. NRB-IBC BearingsPrivate Limited and NIBL-Korta Engineering Private Limited (formerly known as KortaEngineering (India) Private Limited).

NRB-IBC Bearings Private Limited (NIBC):

The Company holds 35% equity of NIBC which is a joint venture with IBC IndustrialBearings and Components AG Switzerland.

During the FY 2019-20 sales turnover of the Company was Rs.1374.24 lacs as compared toprevious FYs turnover of Rs.1656.19 lacs. Domestic Sales Turnover decreased to Rs. 387.29lacs from Rs. 789.30 lacs. Export market grew healthy. Export Sales Turnover increasedfrom Rs. 866.89 lacs to Rs. 986.95 lacs. New customers were added in this financial yearwhich would help the company with favourable results in coming years.

NIBL-Korta Engineering Private Limited (formerly known as Korta Engineering (India)Private Limited) (Korta Engineering):

The Company holds 35% equity of Korta Engineering which was part of Korta groupSpain. Investment in Korta was a strategic decision considered by your company inorder tohave diversified market reach and to provide customers with wide range of products.

During the FY 2019-2020 the Sales Turnover of the Company was Rs. 458.60 lacs ascompared to previous FYs turnover of Rs. 611.05 lacs. Domestic Sales Turnover decreased toRs. 448.31 lacs from Rs. 567.30 lacs. The Export Sales turnover also decreased to Rs.10.28 lacs from Rs. 43.37 lacs. New customers were added in this financial year whichwould help the company with favourable results in coming years.

In term of Section 129(3) of the Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules 2014 the Company have prepared the consolidated financial statements ofthe Company and all its Associate Companies which form part of this Annual Report. Astatement containing salient features of the financial statements of the Company's jointventure/associate company in Form AOC-1 is annexed as 'Annexure: III' to thisAnnual Report.

During the year no new Company become or existing Company ceased to be a subsidiaryjoint venture or associate of the Company. A policy on material subsidiaries has beenformulated and hosted on the website of the Company at www.nrbindustrialbearings.com.

12. 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 reservations or adverse remarks made by the StatutoryAuditors in their report on the Financial Statements of the Company for year ended March31 2020. The notes to the accounts are self-explanatory to comments/observations made bythe Auditors in their report and do not require further explanation.

There are no qualifications reservations or adverse remarks in the Secretarial AuditReport of the Company during the period of review.

13. Remuneration Policy:

In compliance with Section 178(3) of the Companies Act 2013 and on the recommendationof Nomination and Remuneration Committee the Board framed a Nomination and Remunerationpolicy which is generally in line with the existing industry practice and applicablelaws. The main object of the said policy is to select and appoint Directors KeyManagerial Personnel and Senior Management and to ensure that the level and composition ofremuneration is reasonable and sufficient to attract motivate and retain the talentwithin the organization. Details of remuneration paid to Directors and KMP's forms part ofCorporate Governance Report which is annexed to this Annual Report.

The Nomination and Remuneration Policy is available on Company's website atwww.nrbindustrialbearings.com.

14. Meetings of the Board:

Five meetings of the Board of Directors were held during the financial year 2019-20 andthe gap between two consecutive board meetings was within the limits prescribed under theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The details of the number of meetings held and attended by eachDirector are provided in the Corporate Governance Report which forms part of this AnnualReport.

15. Disclosure of composition of Audit committee and Vigil mechanism:

In accordance with Section 177 of the Companies Act 2013 the Company have constitutedthe Audit Committee. The Company Secretary acts as the secretary to the committee. TheAudit Committee acts as a link between the statutory auditors internal auditors and theBoard of Directors. The Audit Committee consists of four Directors; Mr. Manish Choksi asthe Chairman Mr. Devesh Sahney Mr. Gaurav Motwane and Mr. Nikhilesh Panchal as themembers of the Committee.

The details of all the Committees of the Board along with their terms of referencecomposition and meetings held during the year are provided in the Report on CorporateGovernance which forms part of this Annual Report.

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy for Directors andemployees to report genuine concerns about unethical behavior actual or suspected fraudor violation of the Company's Code of Conduct and to provide for adequate safeguardsagainst victimization of persons who may use such mechanism. The said policy is hosted onthe website of the Company www.nrbindustrialbearings.com.

The mechanism provides for addressing the complaints to Audit Committee and directaccess to the Chairperson of the Audit Committee in exceptional circumstances.

16. Credit Rating of Securities:

The Company has obtained following credit ratings for availing various bank facilities:

1) Long term Bank Facilities- Cash Credit is CARE BBB- Stable and

2) Long term Bank Facilities- Working Capital Loan is CARE BBB- Stable.

17. Internal Control System and their adequacy:

The Company has an internal control system commensurate with the size scale andcomplexity of its operations and well-documented procedures for various processes whichare periodically reviewed for changes warranted due to business needs. Internal Audit isconducted at regular time interval in the Company. The scope and authority of the InternalAudit is defined by Audit committee. This system of internal control facilitates effectivecompliance of Section 138 of the Act and the Listing Regulations.

To maintain its objectivity and independence the Internal Auditor reports to theChairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluatesthe efficiency and adequacy of the internal control system with reference to the FinancialStatement. Audit committee evaluates the efficiency and adequacy of internal controlsystems in the Company its compliance with operating systems accounting procedures andpolicies. Based on the report of internal auditor process owners undertake correctiveactions in their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee. Duringthe year under review no reportable material weakness in the operation was observed.Regular audit and review processes ensure that such systems are reinforced on an ongoingbasis.

18. Auditors:

a) Statutory Auditors

The members of the Company at its 7th Annual General Meeting (AGM) held on 2ndAugust 2018 have appointed M/s. Deloitte Haskins & Sells Chartered Accountants(Firm Registration No. ICAI 117365W) as the Statutory Auditors of the Company for aperiod of 5 (five) consecutive years commencing from the conclusion of 7th AGMupto the conclusion of 12th AGM of the Company.

The Auditor's Report on the Standalone and Consolidated Financial Statement of theCompany for the Financial Year 2019-20 does not contain any qualification reservation oradverse remark.

The Directors of your Company confirm that no instances of frauds or mis-managementwere reported by the Statutory Auditor under Section 143 (12) of the Companies Act 2013.

b) Secretarial Auditor:

Pursuant to the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. AJS & Associates Practicing

Company Secretary to undertake the Secretarial Audit of the Company for the financialyear 201920. The report on Secretarial Audit is annexed as 'Annexure IV to thisReport. The Secretarial Audit Report does not contain any qualification reservations oradverse remarks.

19. Maintenance of Cost Records

The provisions of sub-section (1) of Section 148 of the Companies Act 2013 pertainingto the maintenance of cost records are applicable to the Company and accordingly suchaccounts and records are made and maintained by the Company.

20. Secretarial Standards

The Company has complied with the applicable Secretarial Standards during the FinancialYear 201920.

21. 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 'V'.

22. Prevention of Sexual Harassment of women at workplace:

The Company is committed to provide healthy environment to all employees and thus doesnot tolerate any discrimination or harassment in any form. In line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 the Company has adopted the Anti-Harassment and Grievance Redressal Policy. TheCompany has Internal Complaints Committee (ICC) at Group level to redress the complaintsof sexual harassment. During the year Company has not received any complaint of sexualharassment.

23. Listing with Stock Exchange

The Equity Shares of the Company are continue to be listed on the BSE Limited ("BSE")and National Stock Exchange of India Limited ("NSE"). The Company haspaid Annual Listing Fees for the Financial Year 2019-20 to both the Stock Exchanges wellwithin the specified time.

24. Extract of Annual Return:

The extract of Annual Return in form MGT-9 pursuant to Section 92 (3) read with Rule 12of the Companies (Management and Administration) Rules 2014 MGT-9 is furnished onCompany's website at: www.nrbindustrialbearings.com and forms part of this Report as Annexure'VI'.

25. Corporate Governance Report:

As per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI Regulations) based on the paid up equity share capital and networth of the Company the corporate governance provisions mentioned in SEBI Regulationsare not applicable to the Company. However the Company for stakeholders' information andas a good secretarial practice is providing certain information on voluntary basis inCorporate Governance report which forms an integral part of this report.

26. Corporate Governance details as required under Schedule V of the Companies Act20l3

The disclosures to be mentioned in pursuance of Section II of Part II of Schedule V ofthe Act have been mentioned in the Corporate Governance 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. The Management Discussion and Analysis Report isseparately annexed and forms part 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 no. AOC-2 -Related party transactions
III Form no. AOC-1-Joint Ventures/ Associate company details
IV Secretarial Audit Report for the period under review
V Particulars of Employees under Section 134(3) (q) and Section 197(12) of the Companies Act 2013.
VI Form no. MGT-9-Extract of Annual Return

29. Cautionary Statement:

Statements in this Report Management Discussion and Analysis Corporate GovernanceNotice to the Shareholders or elsewhere in this Annual Report describing the Company'sobjectives projections estimates and expectations may constitute 'forward lookingstatement' within the meaning of applicable laws and regulations. Actual results mightdiffer materially from those either expressed or implied in the statement depending on themarket 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 2019-20 are in conformity with the requirements of theCompanies Act 2013. Your company's financial statements reflect fairly the form andsubstance of transactions carried out during the year and reasonably present the financialcondition and results of operations.

In terms of provisions of Section 134(3) (c) of the Companies Act 2013 your Directorsfurther herby confirms as under:

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 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;

c) 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;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectivelyand

f) Internal financial controls and compliance systems established and maintained by theCompany work performed by the internal statutory and secretarial auditors and externalconsultants including audit of internal financial controls over financial reporting bythe statutory auditors and the reviews performed by management and the relevant boardcommittees including the audit committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during FY 2019-20.

g) Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation;

h) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

31. Appreciation:

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 Company's Customers Vendors and Institutions. Your Directorsalso wish to express deep sense of gratitude to all our Bankers Central and StateGovernments and their departments and the local authorities for the continued support.

Your Directors register their since reap preciation to the Shareholders of the Companyfor unstinted support and confidence reposed in the management of the Company.

On behalf of the Board
For NRB Industrial Bearings Limited
Place: Mumbai Devesh Singh Sahney
Date : 16th June 2020 Chairman and Managing Director
(00003956)